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

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when the request is supported by shareholders who represent at least twenty-five percent of the share capital. The provisions of this Article shall be without prejudice to the right of shareholders to obtain documents in printed form and from requesting its free delivery when this is established by Law. Article 23. Minutes of the Board Meeting. Publication of Resolutions. The resolutions of the General Meetings shall be recorded in a book of Minutes. Also, the book of Minutes shall contain the interventions of the shareholders who have requested so. The minutes shall be signed by the Chairman and the Secretary, and, where appropriate, by the interveners those who had participated in its approval. The shareholders may request copies of the Minutes, or certifications of the resolutions adopted. Such copies, as well as the certifications issued in regards to the resolutions adopted, shall be approved by the Chairman and the Secretary. The Minutes of the Meeting may be approved by the General Meeting at the end of each meeting, and, failing that and within a period of fifteen days, by the Chairman and two interveners, one in representation of the majority and one in representation of the minority. The Minutes approved in either of these two manners shall be enforceable from the date of its approval. Without prejudice to the registration in the Companies Registry of those registrable resolutions and of the legal provisions relating to the disclosure of the corporate resolutions which may apply, within the five business days following the conclusion of the Board Meeting, the Company shall send the text of the resolutions passed to the National Securities Market Commission (CNMV), Article 23. Minutes of the Board Meeting. Publication of Resolutions. The resolutions of the General Meetings shall be recorded in a book of Minutes. Also, the book of Minutes shall contain the interventions of the shareholders who have requested so. The minutes shall be signed by the Chairman and the Secretary, and, where appropriate, by the interveners who had participated in its approval. The shareholders may request copies of the Minutes, or certifications of the resolutions adopted. Such copies, as well as the certifications issued in regards to the resolutions adopted, shall be approved by the Chairman and the Secretary, or the Deputy Secretary. The Minutes of the Meeting may be approved by the General Meeting at the end of each meeting, and, failing that and within a period of fifteen days, by the Chairman and two interveners, one in representation of the majority and one in representation of the minority. The Minutes approved in either of these two manners shall be enforceable from the date of its approval. Without prejudice to the registration in the Companies Registry of those registrable resolutions and of the legal provisions relating to the disclosure of the corporate resolutions which may apply, within the five business days following the conclusion of the Board Meeting, the Company shall send the text of the resolutions passed to the National 17
through the timely notice of significant event. The text of the resolutions shall also be accessible through the website of the company. Article 28: Disclosure After its approval, the Regulation governing the General Meeting shall be entered in the Companies Registry corresponding to the address of the company and it shall be accessible through the website of the company, making the legal framework in which the General Meetings are to be executed public, for the knowledge of the shareholders and investors, and without prejudice to the provisions of the Articles of Association and the applicable law. Securities Market Commission (CNMV), through the timely notice of significant event. The text of the resolutions and the results of the vote shall also be accessible through the website of the company. Article 28: Disclosure After its approval, the Regulation governing the General Meeting will be communicated to the National Securities Market Commission with a copy of the document in which it is contained and shall be entered in the Companies Registry corresponding to the address of the company. Once registered, it will be published by the National Securities Market Commission. This Regulation shall be accessible through the website of the company, making the legal framework in which the General Meetings are to be executed public, for the knowledge of the shareholders and investors, and without prejudice to the provisions of the Articles of Association and the applicable law. III. APPROVAL OF THE REPORT Based on the foregoing, the Board of Directors hereby issues this Report on the amendment of the Regulations governing the General Meeting. In Madrid on 21 May 2012. 18
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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
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LANDATA COMUNICACIONES DE EMPRESA,
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AMPER GROUP Balance Sheets (Thousan
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eLandia INTERNATIONAL, INC. Balance
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7. Delegation, in favour of the Boa
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a) By the subsequent and express re
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In accordance with the provisions s
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Page 211 and 212: information could be harmful to the
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
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Page 241 and 242: the last financial year, at least.
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
Page 251: of signature considered appropriate
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
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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
Page 295 and 296: Was appointed Board Member on 25 Ja
Page 297 and 298: Changes produced in the Audit and C
Page 299 and 300: It also involves the acquisition, o
Page 301 and 302: Information and Consultations The d
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AMPER GROUP INNOVATION COMMITTEE fr
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