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

ACTIVITY REPORT OF THE AUDIT AND
CONTROL COMMITTEE DURING THE 2011
FINANCIAL YEAR
1. Introduction
The Board of Directors of Amper established the Audit and Control Committee from among its
members on 19 March 1997.
The Audit and Control Committee is mandatory for listed companies since the entry into force of
Law 44 / 2002 of 22 November regarding Measures to Reform the Financial System, and its
composition, powers and function are governed by the provisions set out in Article 20 of the
Articles of Association and the provisions set out in Article 25 of the Regulations governing the
Board of Directors, as detailed below.
The functions of the Audit and Control Committee of Amper have been, at all times, adapting to
the current regulations and to the national and international best practices.
The Regulations governing the Board of Directors, which regulates the function of the Audit and
Control Committee of Amper, includes the recommendations made by the Unified Code of Good
Corporate Governance published in 2006 by the National Securities Market Commission.
Furthermore, Law 12 / 2010 of 30 June which amends the Accounts Audit Act, the Securities
Market Act and the Corporations Act (subsequently replaced by the Capital Corporations Act)
established new powers and responsibilities to be given to the Audit Committees of listed
companies, and which Amper had already provided for in the regulation of the Audit and Control
Committee.
In the same manner, the Report of the Expert Groups of the CNMV (National Securities Market
Commission) regarding the internal control of financial reporting in listed companies which was
published in February 2010 recommended that new responsibilities be given to the Audit
Committees of listed companies in relation to the supervision of this information. Amper is
carrying out an analysis of these recommendations having included several of these issues in
the new powers of the Audit and Control Committee.
In the framework of the corporate governance system, the Audit and Control Committee of
Amper has been carrying out extensive work in matters within its competence.
This Activities report of the Audit and Control Committee of Amper corresponding to the 2011
financial year was approved at the meeting held by this Commission on 18 April 2012 and
submitted to the Board of Directors at its meeting held on 25 April 2012 and will be made
available to the shareholders of the Company by its inclusion in the Annual Report of Amper as
a result of the convening of the General Meeting of Shareholders scheduled to be held on 27
June 2012.
1 of 10
23 March 2011