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 The audit reports on the individual and consolidated accounts of Amper, S.A. for the 2011 financial year have been issued by the external auditors without qualification. Likewise, the semi-annual consolidated financial statements for the 2011 financial year were reviewed by the external auditor. The limited review report issued by the auditor regarding the consolidated financial statements on 30 June 2011 did not include exceptions. In fulfilling its function to assess any issue that may jeopardise the independence of the auditors, the Audit and Control Committee oversaw the amounts of the fees paid to the auditors during the 2011 financial year for all services rendered. 2011 Financial year Thousands of Euros Audit and related services 556 Other Services 5 Total 561 The Audit and Control Committee received written confirmation from the external auditor regarding his independence, as well as the information of any additional services provided to these entities by the external auditor or by persons or entities related to it in accordance with the provisions set out in the Accounts Auditing Act. The Audit and Control Committee found that there are no subjective reasons to question the independence of the Accounts Auditor to perform his function. 3.3 Internal Audit The Audit and Control Committee has, among its many responsibilities, the responsibility to monitor the functions and activities of the Internal Audit of the Amper Group. During the 2011 financial year, the Committee reviewed the Annual Activities Report of the Internal Audit for the 2010 financial year, and it assessed the action carried out by the Internal Audit Department with regards the work carried out by it. The Committee approved the Internal Audit Plan for the 2011 financial year, as well as the financial budget and the human resources budget for the Internal Audit Department. Also, during the 2011 financial year, the Audit and Control Committee has received prompt information regarding the development, conclusions and recommendations of all the work carried out by the Internal Audit Department in different organizational areas and processes of management and control of the Group, and highlighting the following activities: ‣ monitoring and analysis of the Risk Map of the Company for the 2011 financial year ‣ Adequacy of the Internal Control System of Financial reporting to the regulatory requirements (SCIIF) and the supervision of the formal implementation of the SCIIF. ‣ Review and analysis of the quarterly financial reporting of the Group submitted to the National Securities Market Commission. 7 of 10 23 March 2011
ACTIVITY REPORT OF THE AUDIT AND CONTROL COMMITTEE DURING THE 2011 FINANCIAL YEAR ‣ Review and analysis of the annual accounts and of the individual and consolidated management reports of Amper, S.A. and its subsidiary companies. ‣ Visits to the foreign subsidiary companies of the Group. ‣ Monitoring the evolution of the activity of the business areas of the Amper Group. ‣ Review of the accounting integration of the eLandia subgroup in the consolidated financial statements of the Amper Group: verification of the proper delimitation of the scope of consolidation and the correct application of accounting principles. ‣ Monitoring the SCIIF: review of all of the risks of an operational and accounting nature in all of the business units of the Amper Group in Spain. ‣ Analysis of the financial management and of the Cash Flow of the Company. ‣ Follow up to the complaints and allegations box. 3.4 Review of the financial reporting In fulfilment of its supervisory function of the development process and integrity of the financial reporting of the Amper Group, the Audit and Control Committee reviewed, prior to its formulation by the Board of Directors, the Management Report and the Individual and Consolidated Annual Accounts for the 2011 financial year of Amper, S.A., and reported favourably regarding them and regarding the Annual Corporate Governance Report. In addition, the Audit and Control Committee reviewed, prior to its approval by the Board of Directors, the quarterly periodic financial reporting to submit to the National Securities Market Commission corresponding to the 2011 financial year, verifying that the quarterly and semiannual financial statements were prepared under the same accounting principles as the annual accounts. 3.5 Internal control and risk management systems The functions of the Audit and Control Committee include the periodic review of the internal control and risk management systems. The Audit and Control Committee has monitored the Risk Map of the Group for the 2011 financial year, ultimately monitoring the process of identifying risks of errors in the financial reporting of the Group during the 2011 financial year based on reports issued by the Internal Audit Department. During the 2011 financial year, and related to the adaptation and implementation of the Internal Control System of Financial reporting to the regulatory requirements (SCIIF), in accordance with the recommendations published by the CNMV in the "Expert Group Report regarding the internal control of the financial reporting in listed companies," the primary objective of the Audit and Control Committee has been to comply with these recommendations and begin its implementation in terms of the functions entrusted to the Audit and Control Committee. During the 2011 financial year, the Board of Directors, and proposed by the Audit and Control Committee, approved the framework policy on which to base the internal control system regarding the Financial reporting ("Basic SCIIF Lines"). In developing the framework policy during the 2011 financial year, the Audit and Control Committee adopted a SCIIF monitoring policy in which the criteria for that the aforementioned monitoring should follow is established, 8 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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The Board of Directors shall meet w
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All this makes it advisable to adap
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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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