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

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Board Member Type (in thousands of Euros) Executives 46 External nominees 149 External independent 368 TOTAL 563 Of the 563 thousand Euros, 318 thousand Euros correspond to the fixed stipend and 245 thousand Euros correspond to the allowances for attending the meetings of the Board of Directors and its Committees allocated to the Board Members. This amount is within the limit set by the General Meeting of Shareholders and in accordance with Article 24, paragraph one of the Articles of Association and amounts to 750 thousand Euros for both concepts. The breakdown and distribution of this individual amount allocated to the Board Members in accordance with what is provided in Article 61 Ter of the Securities Market Act is as follows: Fixed Remuneration (Thousands of Euros) Allowances for Attendance Total as per the articles of association Mr. Jaime Espinosa de los Monteros 68 67 135 Tvikap AB represented by Mr. José Manuel Arr 28 26 54 Botija i 16 Mr. Gorka Barrondo Agudín (until 26 07.11) Banciella (since 26.07.11) ii CCM Renting, S.A. represented by Mr. Luis Sua 11 Mr. Pedro Mateache Sacristán 28 20 48 Mr. José F. Mateu Istúriz 28 22 50 Mr. Luis Rivera Novo 28 22 50 Mr. José Sancho García 28 14 42 Mr. Juan José Toribio Dávila 28 17 45 Mr. Juan Carlos Ureta Domingo (until 23.03.11) 5 5 10 Mr. Alfredo Redondo Iglesias 28 18 46 Mr. Ignacio López del Hierro Bravo (since 29.06.11) 22 14 36 TOTAL 318 245 563 16 4 32 15 Also, there is an amount of 421 thousand Euros which corresponds to the total salary remuneration (fixed and variable, cash and in kind) of the Chief Executive Officer for the performance of executive functions in the Company in accordance with his contract with the Company. There have been no Pension Fund allocations or loans granted or guarantees provided to any member of the Board of Directors. In Madrid on 17 May 2012 Mr. Jaime Espinosa de los Monteros Mr. Alfredo Redondo Iglesias
Mr. Ignacio Javier López del Hierro Bravo Mr. Luis Rivera Novo Mr. José Francisco Matéu Isturiz Mr. José Sancho García Mr. Juan José Toribio Dávila Caja Castilla La Mancha Renting S.A., represented by Mr. Luis Suárez Banciella. (i) Mr. Pedro Mateache Sacristán Aralia Asesores, S.L., represented by Mr. José Manuel Arrojo Botija (ii) i (i) CCM Renting S.A. has been a Board Member since 26 July 2011. (ii) Aralia Asesores, S.L. has been a Board Member since 25 January 2012. ii Representative of Caja Castilla La Mancha Renting, S.A.
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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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Resolutions relating to item three
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Shareholders representing at least
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members are present or represented
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This Regulation aims to: a) Make pu
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• Significant events notified to
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information could be harmful to the
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Article 7. Convening of a meeting a
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Article 11. Agenda The agenda shall
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esolution previously adopted to suc
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Article 28: Publication Following i
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other existing paid-up share capita
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each issue or issue tranche; howeve
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debentures and bonds and warrants,
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The present proposal may be subject
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The Report of the Board of Director
Page 231 and 232: Article 16 B: Right to information
Page 233 and 234: The shareholders representing at le
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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
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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 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
Page 275 and 276: may not refuse the recruitment unle
Page 277 and 278: along with the functions and powers
Page 279 and 280: ACTIVITY REPORT OF THE APPOINTMENTS
Page 281: - Allowance of the Board Members fo
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
Page 303: AMPER GROUP INNOVATION COMMITTEE fr
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