AMPER, SA and Subsidiaries Consolidated Financial Statements for ...

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Regulation to adapt it to the current legislation) This Regulation is intended to: a) Make public the procedures of preparation and holding of the General Meetings. b) Identify the forms of exercise of the political rights of the shareholders at the time of the convening and holding of General Meetings. c) Systematize the process of preparation and holding of the General Meetings. To facilitate the shareholders of the company the knowledge and understanding of the rules of operation of the General Meeting and of other matters related to it, it was considered appropriate to consolidate in these Regulations all statutory provisions of the Regulation governing the Board of Directors, as well as other corporate laws in force concerning the same, so that the shareholders can, with a single systematically organised text, have access to all the information relating to the General Meeting. Article 2. Website Regardless of the announcements that the company must make in newspapers and in the Official Gazette of the Companies Registry (BORME), pursuant to the provisions of the Law, the company shall maintain a website on the internet open to provide at the very least the following information: • Current Articles of Association and amendments made in the last 12 months. • Announcement of agreements relating to the change of name, address, replacement or any other modification of the corporate purpose, the reduction of the share capital and the dissolution of the company. • The share and its share capital: current capital, number of shares and class of shares. Evolution of the share capital of Article 2. Website Regardless of the announcements that the company must make in newspapers, in the Official Gazette of the Companies Registry (BORME), on the website of the National Securities Market Commission and on the website of the company, pursuant to the provisions of the Law, the company shall maintain a website on the internet open to provide at the very least the following information: • Current Articles of Association and amendments made in the last 12 months. • Announcement of agreements relating to the change of name, address, replacement or any other modification of the corporate purpose, the reduction of the share capital and the dissolution of the company. • The share and its share capital: current 5
the last financial year, at least. Stock Exchanges in which the company is listed and the trading segment to which it belongs. • Regulation governing the General Meeting of Shareholders, the Regulation governing the Board of Directors Regulations, the Internal Code of conduct related to the Securities Market and other existing corporate standards. • Annual Report of Corporate Governance of the last financial year, at least. • Composition of the Board of Directors, the offices held and the conditions of the Board Members and their possible connections with significant shareholders of the company. • Composition of the Board Committees and the conditions of its members. • Identification of shareholders with direct and indirect stable and significant shares and their representation in the Board, as well as all shareholder agreements between the shareholders of which the company has knowledge. • Direct or indirect shareholdings of each member of the Board of Directors of which the company has knowledge. • Dividends: Payments schedule, specifying the date, gross and net amount and the type and concept thereof. This information shall include the last financial year, at least. • Public Tender Offer of Securities: request for authorisation for its preparation to be the offeror company; Prospectus, Annexes and the Announcement of the authorised operation; Report of the Directors of the offeree company; Result of the operation. • Issuance of securities: type of product, capital, number of shares and class of shares. Evolution of the share capital of the last financial year, at least. Stock Exchanges in which the company is listed and the trading segment to which it belongs. • Regulation governing the General Meeting of Shareholders, the Regulation governing the Board of Directors Regulations, the Internal Code of conduct related to the Securities Market and other existing corporate standards. • Annual Report of Corporate Governance of the last financial year, at least. • Composition of the Board of Directors, the offices held and the conditions of the Board Members and their possible connections with significant shareholders of the company. • Composition of the Board Committees and the conditions of its members. • Identification of shareholders with direct and indirect stable and significant shares and their representation in the Board, as well as all shareholder agreements between the shareholders of which the company has knowledge. • Direct or indirect shareholdings of each member of the Board of Directors of which the company has knowledge. • Dividends: Payments schedule, specifying the date, gross and net amount and the type and concept thereof. This information shall include the last financial year, at least. • Public Tender Offer of Securities: request for authorisation for its preparation to be the offeror company; Prospectus, Annexes and the Announcement of the authorised operation; Report of the Board Members 6
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q AMPER, S.A. and Subsidiaries Cons
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AMPER, S.A. AND SUBSIDIARIES CONSOL
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• In accordance with IFRSs, these
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The consolidated financial statemen
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a. Assets and liabilities: applying
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The Group’s share in non-controll
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The criteria used to recognise impa
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e) Financial instruments Financial
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Likewise, the Group needs to effect
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At the end of 2011 a number of lega
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Changes in deferred tax assets or l
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) Compensation for dismissal In acc
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4. Business Combinations and Goodwi
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The Group carries out tests on impa
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For the cash-generating unit “Tel
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Accumulated amortisation Balance at
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Group companies consolidated under
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10. Trade and other receivables The
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This reserve will only be used unde
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The amount of variation in scope of
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The breakdown of bank financing at
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At 31 December 2011, Group companie
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Provincial Appeal Court also ordere
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17. Business and geographical segme
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(Thousands of Euros) YEAR 2011 Defe
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Inter-segment sales are made at pre
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The methodology used to establish t
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19. Tax affaires Most of the compan
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Company 31.12.09 Additions Scope va
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At 31 December 2011 and 2010, the G
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Remuneration to members of the Boar
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26. Other contingencies The Amper G
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27. Subsidiaries Below we present d
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Bluesky Samoa Limited (Samoa) Samoa
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AMPER, S.A. and Subsidiary Corporat
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Defence Communications and Security
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Outlook Despite the outlook of unce
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for an amount of 92 Million Euros,
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Spain The table reflects the data f
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In Brazil, Amper was awarded the su
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Strategic cooperation agreements In
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RESEARCH AND DEVELOPMENT Amper, in
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• The last listed price was 1.66
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Board of Directors (i) On 23 March
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ANNUAL CORPORATE GOVERNANCE REPORT
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Specify the most significant change
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NO Specify whether the Company is a
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address a public bid under 6/2007 A
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EXTERNAL NOMINEE DIRECTORS Name or
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Specify why they cannot be consider
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B.1.10 With regard to the recommend
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Type of Directors By company By gro
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Process whereby the compensation of
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- To propose the system of remunera
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The Audit and Control Committee wil
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NO B.1.25 Specify if the Articles o
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B.1.32 Explain, where appropriate,
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B.1.38 Specify whether the Audit Re
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the Law on Public Limited Companies
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Brief description ORGANISATIONAL AN
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Name of the Committee APPOINTMENTS
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The Committees of the Board of Dire
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D.1 Description of the risk policy
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equired, its renewal or non renewal
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YES Specify the measures adopted Th
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Amper, S A losses for the fiscal ye
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Beneficiaries: The Managing Directo
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Likewise, in its session of 25 May
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Not applicable 3. Although Commerci
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the directors concerned, in additio
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See caption: B.1.21 Not applicable
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Complies 28. The companies must mak
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c) Main characteristics of occupati
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of the participation in the differe
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a) To submit proposals with regard
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G - OTHER INFORMATION OF INTEREST I
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APPENDIX TO THE ANNUAL CORPORATE GO
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- In the case of all other employee
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changes approved, as well as formal
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EVALUATING RISKS IN FINANCIAL INFOR
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The descriptions cover controls for
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The manual establishes that its upd
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A description of the scope of the e
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KPMG KPMG Auditores S.L Edificio To
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3. Review the explanatory documenta
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Principal Companies of the Amper Gr
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AMPER, S.A. Balance Sheets (Thousan
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AMPER PROGRAMAS DE ELECTRÓNICA Y C
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AMPER SISTEMAS, S.A. (Unipersonal)
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HEMISFERIO NORTE BRASIL, S. L. (Uni
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GRUPO MEDIDATA INFORMÁTICA Balance
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EPICOM, S.A. Balance Sheets (Thousa
Page 189 and 190: LANDATA COMUNICACIONES DE EMPRESA,
Page 191 and 192: AMPER GROUP Balance Sheets (Thousan
Page 193 and 194: eLandia INTERNATIONAL, INC. Balance
Page 195 and 196: 7. Delegation, in favour of the Boa
Page 197 and 198: a) By the subsequent and express re
Page 199 and 200: In accordance with the provisions s
Page 201 and 202: Resolutions relating to item three
Page 203 and 204: Shareholders representing at least
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Page 207 and 208: This Regulation aims to: a) Make pu
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Page 213 and 214: Article 7. Convening of a meeting a
Page 215 and 216: Article 11. Agenda The agenda shall
Page 217 and 218: esolution previously adopted to suc
Page 219 and 220: Article 28: Publication Following i
Page 221 and 222: other existing paid-up share capita
Page 223 and 224: each issue or issue tranche; howeve
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Page 231 and 232: Article 16 B: Right to information
Page 233 and 234: The shareholders representing at le
Page 235 and 236: The Board of Directors shall meet w
Page 237 and 238: All this makes it advisable to adap
Page 239: CURRENT DRAFT PROPOSED AMENDMENT Pr
Page 243 and 244: esolutions to be adopted and the do
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Page 249 and 250: of time, as well as the good order
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Page 253 and 254: through the timely notice of signif
Page 255 and 256: In general, it is not possible to p
Page 257 and 258: REPORT OF THE BOARD OF DIRECTORS OF
Page 259 and 260: (g) (h) (i) (j) The nature of, perp
Page 261 and 262: exchangeable fixed income securitie
Page 263 and 264: onds and shall be reported in the f
Page 265 and 266: upon the termination or relocation
Page 267 and 268: Article 13) The General Meetings ma
Page 269 and 270: The shareholders, who are entitled
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Page 273 and 274: on any issues that may put at risk
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Page 277 and 278: along with the functions and powers
Page 279 and 280: ACTIVITY REPORT OF THE APPOINTMENTS
Page 281 and 282: - Allowance of the Board Members fo
Page 283 and 284: Mr. Ignacio Javier López del Hierr
Page 285 and 286: ACTIVITY REPORT OF THE AUDIT AND CO
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ACTIVITY REPORT OF THE AUDIT AND CO
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ACTIVITY REPORT OF THE AUDIT AND CO
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Was appointed Board Member on 25 Ja
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Changes produced in the Audit and C
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It also involves the acquisition, o
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Information and Consultations The d
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AMPER GROUP INNOVATION COMMITTEE fr
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