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

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Company Information BOARD OF DIRECTORS OF AMPER, S.A. at 31 December 2011 Chairman Mr. Jaime Espinosa de los Monteros Pitarque Chief Executive Officer Mr. Alfredo Redondo Iglesias Members Mr. Pedro Mateache Sacristán Mr. José Francisco Matéu Isturiz Mr. Luis Rivera Novo Mr. José Sancho García Mr. Juan José Toribio Dávila Tvikap AB represented by Mr. José Manuel Arrojo Botija Caja Castilla la Mancha Renting S.A., represented by Mr. Luis Suárez Banciella. Mr. Ignacio Javier López del Hierro Bravo Secretary-Legal Adviser (Non-Board Member) Ms. Mónica Martín de Vidales Godino Deputy Secretary of the Board of Directors (Non-Board Member) Mr. José Martos Martínez Changes produced in the Board of Directors of AMPER, S.A. during the 2011 financial year and until the date of publication of this Annual Report Appointments Mr. Ignacio Javier López del Hierro Bravo Was appointed Board Member on 29 June 2011. Caja Castilla la Mancha Renting S.A., represented by Mr. Luis Suárez Banciella. Was appointed Board Member on 26 July 2011. Aralia Asesores S.L., represented by Mr. José Manuel Arrojo Botija. 1
Was appointed Board Member on 25 January 2012. Veremonte España, S.A., represented by Mr. Yago Méndez Pascual. Was appointed Board Member on 21 May 2012. Resignations Mr. Juan Carlos Ureta Domingo Submitted his resignation on 23 March 2011. Mr. Gorka Barrondo Agudín. Submitted his resignation on 26 July 2011. Tvikap AB, represented by Mr. José Manuel Arrojo Botija Submitted his resignation on 25 January 2012. Caja Castilla la Mancha Renting S.A., represented by Mr. Luis Suárez Banciella. Submitted his resignation on 21 May 2012. EXECUTIVE COMMITTEE at 31 December 2011 It was established on 26 July 2010. Chairman Mr. Jaime Espinosa de los Monteros Pitarque Members Mr. Alfredo Redondo Iglesias Caja Castilla la Mancha Renting S.A., represented by Mr. Luis Suárez Banciella. Tvikap AB represented by Mr. José Manuel Arrojo Botija Mr. José Sancho García Mr. Luis Rivera Novo 2
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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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CURRENT DRAFT PROPOSED AMENDMENT Pr
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the last financial year, at least.
Page 243 and 244: esolutions to be adopted and the do
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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 277 and 278: along with the functions and powers
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Page 281 and 282: - Allowance of the Board Members fo
Page 283 and 284: Mr. Ignacio Javier López del Hierr
Page 285 and 286: ACTIVITY REPORT OF THE AUDIT AND CO
Page 293: ACTIVITY REPORT OF THE AUDIT AND CO
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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