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

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As established by the Regulation of the Board of Directors of Amper, S.A., the Audit and Control Committee, among other responsibilities, needs to receive information on any issues that may jeopardise the independence of the auditors and on any other issue related to the process of auditing the accounts, and also on any other communications envisaged in the auditing legislation and the technical auditing rules. 57
19. Tax affaires Most of the companies in the Amper Group pay Profits Tax under the Consolidated Regime, being part of Consolidated Tax Group 31/9. The reconciliation of the accounting loss for the year to the Consolidate Tax Group's tax loss for profits tax purposes is as follows (in thousands of Euros): 31.12.11 31.12.10 Consolidated net loss before taxes 187 (21,529) Tax charge at 30% 56 6,459 Consolidation and homogenization adjustments (a) 11,419 6,469 Permanent differences (b) (17,100) (17,110) Deductions (250) (330) Foreign company tax rate difference (c) (623) (161) IS expenditure adjustment for the previous financial --- year (d) (38) Deferred tax active change (e) 1,893 (4,993) Recognition of deferred tax liabilities (f) 56 (1,546) Total profit tax (4,587) (11,212) a) The settings of homogenization and consolidation mainly correspond to the deletions of the dividends carried out on the consolidated tax base during the financial year. b) The permanent differences correspond to: - The accounting records of the non-deductible expenses. - Upon registration of countable income which is not income eligible for tax. c) The different rate of taxation in foreign companies is due to the difference between the rate applicable to companies domiciled abroad and the rate applicable in Spain. d) The balance adjustment of the corporate income tax expense for the 2011 financial year is due to differences between the provision of the expenditure carried out at the end of the financial year and the final outcome of the settlement submitted to the various Tax Administrations. (e) The variation of the assets because of the deferred tax is primarily due to the accounting treatment of provisions for claims which are not considered tax deductible in the 2011 financial year. (f) The variation of the liability because of the deferred tax is primarily due to the tax depreciation of the stock portfolio. During the 2006 fiscal year, the Consolidation Agreement signed between the various companies that form part of the Tax Group took effect. This agreement regulates the application criteria and allocation of the amount of tax of the Group, of the tax credits generated by the companies thereof, as well as the recognition and settlement of the accounts payable and receivable that may result from the foregoing. 58
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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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AMPER, S.A. AND SUBSIDIARIES CONSOL
Page 7 and 8: AMPER, S.A. AND SUBSIDIARIES CONSOL
Page 9 and 10: • In accordance with IFRSs, these
Page 11 and 12: The consolidated financial statemen
Page 13 and 14: a. Assets and liabilities: applying
Page 15 and 16: The Group’s share in non-controll
Page 17 and 18: The criteria used to recognise impa
Page 19 and 20: e) Financial instruments Financial
Page 21 and 22: Likewise, the Group needs to effect
Page 23 and 24: At the end of 2011 a number of lega
Page 25 and 26: Changes in deferred tax assets or l
Page 27 and 28: ) Compensation for dismissal In acc
Page 29 and 30: 4. Business Combinations and Goodwi
Page 31 and 32: The Group carries out tests on impa
Page 33 and 34: For the cash-generating unit “Tel
Page 35 and 36: Accumulated amortisation Balance at
Page 37 and 38: Group companies consolidated under
Page 39 and 40: 10. Trade and other receivables The
Page 41 and 42: This reserve will only be used unde
Page 43 and 44: The amount of variation in scope of
Page 45 and 46: The breakdown of bank financing at
Page 47 and 48: At 31 December 2011, Group companie
Page 49 and 50: Provincial Appeal Court also ordere
Page 51 and 52: 17. Business and geographical segme
Page 53 and 54: (Thousands of Euros) YEAR 2011 Defe
Page 55 and 56: Inter-segment sales are made at pre
Page 57: The methodology used to establish t
Page 61 and 62: Company 31.12.09 Additions Scope va
Page 63 and 64: At 31 December 2011 and 2010, the G
Page 65 and 66: Remuneration to members of the Boar
Page 67 and 68: 26. Other contingencies The Amper G
Page 69 and 70: 27. Subsidiaries Below we present d
Page 71 and 72: Bluesky Samoa Limited (Samoa) Samoa
Page 73 and 74: AMPER, S.A. and Subsidiary Corporat
Page 75 and 76: Defence Communications and Security
Page 77 and 78: Outlook Despite the outlook of unce
Page 79 and 80: for an amount of 92 Million Euros,
Page 81 and 82: Spain The table reflects the data f
Page 83 and 84: In Brazil, Amper was awarded the su
Page 85 and 86: Strategic cooperation agreements In
Page 87 and 88: RESEARCH AND DEVELOPMENT Amper, in
Page 89 and 90: • The last listed price was 1.66
Page 91 and 92: Board of Directors (i) On 23 March
Page 93 and 94: ANNUAL CORPORATE GOVERNANCE REPORT
Page 95 and 96: Specify the most significant change
Page 97 and 98: NO Specify whether the Company is a
Page 99 and 100: address a public bid under 6/2007 A
Page 101 and 102: EXTERNAL NOMINEE DIRECTORS Name or
Page 103 and 104: Specify why they cannot be consider
Page 105 and 106: B.1.10 With regard to the recommend
Page 107 and 108: 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.
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esolutions to be adopted and the do
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call shall be forwarded by the comp
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convened: - The minimum period requ
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of time, as well as the good order
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of signature considered appropriate
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through the timely notice of signif
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In general, it is not possible to p
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REPORT OF THE BOARD OF DIRECTORS OF
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(g) (h) (i) (j) The nature of, perp
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exchangeable fixed income securitie
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onds and shall be reported in the f
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upon the termination or relocation
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Article 13) The General Meetings ma
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The shareholders, who are entitled
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the right to cast their vote from a
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on any issues that may put at risk
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may not refuse the recruitment unle
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along with the functions and powers
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ACTIVITY REPORT OF THE APPOINTMENTS
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- Allowance of the Board Members fo
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Mr. Ignacio Javier López del Hierr
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ACTIVITY REPORT OF THE AUDIT AND CO
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Was appointed Board Member on 25 Ja
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Changes produced in the Audit and C
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It also involves the acquisition, o
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Information and Consultations The d
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AMPER GROUP INNOVATION COMMITTEE fr
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