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

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ACTIVITY REPORT OF THE AUDIT AND CONTROL COMMITTEE DURING THE 2011 FINANCIAL YEAR • Propose the budget for this service. • Review the annual work plan of the internal audit and the annual report of its activities. • Receive periodic information regarding its activities, and • Verify that the Senior Executives take into account the conclusions and the recommendations of the reports. f) Review the accounts of the company, monitor the compliance of the legal requirements and the correct application of generally accepted accounting principles, as well as report the proposals raised to amend the accounting principles and criteria suggested by management. g) Be aware of the financial reporting process and the internal control systems. In this regard: • Monitor the development process and the integrity of the financial reporting relative to the Company and the Group, monitoring the compliance with the regulatory requirements, the appropriate delimitations of the scope of consolidation and the correct application of the generally accepted accounting principles, give an accounting thereof to the Board of Directors and reporting the proposed amendments to the accounting principles and criteria suggested by management. The Committee shall verify that the quarterly and semi-annual financial statements are prepared using the same accounting principles as the yearly financial statements. • Periodically review the internal control and risk management systems, ensuring that the following are identified, as a minimum: i) The various types of risks (operational, technological, financial, legal, reputational, etc.) to which the Company is exposed. ii) The determination of the level of risk that the Company considers acceptable. iii) The measures in place to mitigate the impact of the identified risks, should they materialise. iv) The information and internal control systems which are to be used to control and manage these risks, including the contingent liabilities and the off balance sheet risks. h) Review and report the issue prospectuses at the outset and, in general, the information that the Board of Directors must provide to the markets and their supervisory bodies. i) Report to the Board of Directors, prior to the adoption thereby, of the relevant decisions concerning the creation or acquisition of holding companies or companies domiciled in tax havens, as well as any transactions or operations of a comparable nature which, because of its complexity, may impair the transparency of the Company. j) Establish and monitor the performance of a procedure which will allow employees to report to the Committee the potential irregularities, specifically the financial and accounting irregularities, and in a confidential manner, and if necessary, anonymously, that they may have detected in the operation of the Company. 3 of 10 23 March 2011
ACTIVITY REPORT OF THE AUDIT AND CONTROL COMMITTEE DURING THE 2011 FINANCIAL YEAR k) Examine the compliance with the Internal Code of Conduct in matters relating to the Securities Markets, the Regulations governing the Board of Directors, the Regulations of the General Meeting of Shareholders and, in general, the rules of governance of the company, and raise the necessary proposals for improvement. In particular, it corresponds to the Audit and Control Committee to receive information and, where appropriate, issue a report regarding disciplinary measures against members of the senior management team of the Company. Likewise, the Board of Directors at its meeting held on 25 April 2012, approved an amendment to Article 25.2 of the Regulations governing the Board of Directors to include, among the powers of the Audit and Control Committee, the following: - Inform the Board of Directors of the financial reporting that the company must periodically disclose. - Receive information from the person responsible for fiscal matters regarding the applied fiscal policies and regarding the fiscal implications of the transactions or matters which are submitted to the Board of Directors for approval. - Evaluate their performance and the quality of their work at least once a year. Composition of the Audit and Control Committee. The Audit and Control Committee, as of 31 December 2011, was composed of the following members: Members Member Type Appointment Role Mr. José Francisco Matéu Isturiz Independent 30.06.08 Member Tvikap AB (represented by Mr. José Manuel Arrojo Botija) Nominee 25.02.09 Member Luis Rivera Novo Independent 19.05.11 Chairman Caja Castilla La Mancha Renting, S.A. (represented by Mr. Luis Suárez Banciella) Nominee 21.09.11 Member During the 2011 financial year, the following changes in the composition of the Audit and Control Committee were produced: The Board of Directors, at its meeting held on 23 March 2011, approved the resignation of Mr. Juan Carlos Ureta Domingo as Board Member and as the Chairman of the Audit and Control Committee. Likewise, the Board of Directors, at its meeting held on 26 July 2011, accepted the resignation of Mr. Gorka Barrondo as Board Member and as a member of the Audit and Control Committee. The Audit and Control Committee, at its meeting held on 19 May 2011, agreed to appoint Mr. Luis Rivera Novo as Chairman of the Committee. 4 of 10 23 March 2011
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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
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Article 16 B: Right to information
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The shareholders representing at le
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Page 243 and 244: esolutions to be adopted and the do
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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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