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

ACTIVITY REPORT OF THE AUDIT AND
CONTROL COMMITTEE DURING THE 2011
FINANCIAL YEAR
The Board of Directors, at its meeting held on 21 September 2011, agreed to appoint the “Caja
Castilla La Mancha Renting, S.A.” Board Member, represented by Mr. Luis Suárez Banciella, as
a member of the Audit and Control Committee.
Finally, the Board of Directors, at its meeting held on 25 January 2012, agreed to accept the
cessation of TviKap AB as Board Member and as a member of the Audit and Control
Committee, and appointing by cooptation, the company Aralia Asesores, S.L. as Board Member
and as a member of the Audit and Control Committee, represented by Mr. José Manuel Arrojo
Botija.
As determined by the Regulations governing the Board of Directors Article 25.1, the number of
members of the Committee shall not be less than three and not more than five, and shall be set
by the Board of Directors. All members of the Audit and Control Committee must be External
Board Members. In such designation, the Board Member's knowledge of accounting, auditing
and risk management shall be taken into account.
The Audit and Control Committee shall designate a Chairman from among its members, who
shall be an independent Board Member. If the Chairman of the Board fulfils these criteria, he
shall then also become Chairman of the Audit and Control Committee.
The term of office of the Chairman of the Audit and Control Committee will be a maximum of
four years, and he may be re-elected after a period of one year after his cessation.
Operation of the Audit and Control Committee.
The Audit and Control Committee shall meet periodically depending on the needs and at least
four times a year.
One meeting shall be devoted to evaluate the efficiency and compliance with the rules and
procedures governing the Company and prepare the information that the Board of Directors
must approve and include in its annual public documentation. It shall be convened by its
Chairman when he deems appropriate or by order of the Chairman of the Board of Directors or
by two members of the Committee itself.
Any member of the management team or staff of the Company is obliged to attend the meetings
of the Audit and Control Committee when required to do so, and they shall cooperate with the
Committee and provide the Committee access to the information in his possession. The
Committee may also require the attendance of the Accounts Auditors to its meetings.
For the best performance of its functions, the Audit and Control Committee may seek the advice
of external professionals whose recruitment shall be approved by the Board of Directors, which
may not refuse the recruitment unless a good reason is given, taking into account the best
interests of the Company.
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23 March 2011