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

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For information purposes, the Group and its associates are considered related parties: • Administrators and Managers: the members of the Board of Directors and Senior Managers (Note 22) • Main shareholders (Note 22) 22. Remuneration of the Board of Directors and Senior Management Directors' emoluments and salaries as established in the Company's Articles of Association Remuneration to the members of the Board of Directors of Amper, S.A. 2011 totalled 984 thousands of Euros. On this figure, 563 thousands of Euros correspond to fixed emoluments and the fees paid to the directors for attending Board and Committee meetings. This sum is within the limit set by the General Shareholders Meeting, pursuant to article 24, section 1 of the Group's Articles of Association, i.e. 750 thousands of Euros for both items. The breakdown and distribution of this sum among the board members is as follows (thousands of Euros): Fixed remuneration Attendance fees Total statutory emoluments Jaime Espinosa de los Monteros Pitarque (Chairman) 68 67 135 Alfredo Redondo Iglesias (CEO) 28 18 46 José Francisco Matéu Isturiz 28 22 50 Pedro Mateache Sacristán 28 20 48 Juan José Toribio Dávila 28 17 45 Luis Rivera Novo 28 22 50 Juan Carlos Ureta Domingo (term ending at 23.03.11) 5 5 10 Gorka Barrondo Agudín (term ending at 26.07.11) 16 16 32 José Sancho García 28 14 42 Tvikap (represented by José Manuel Arrojo Botija)( term ending at 25.01.12) 28 26 54 Ignacio López del Hierro (alta el 23.03.11) 22 14 36 CCM Renting, S.A. (represented by Luis Suárez Banciella)(term beginning at 26.07.11) 11 4 15 Total 318 245 563 The remaining 421 thousands of Euros correspond to all remuneration (fixed and variable components, monetary remuneration and payments in kind) paid to Board members who have discharged executive duties, as per their contracts with the Company. There are no allocations for pension funds, loans, guarantees or payments based on equity instruments to the members of the Board. In the case of CEO Alfredo Redondo Iglesias, compensation twice the sum of his annual salary is envisaged in the event of termination of his contract without due cause. According to Note 18 on the share options plan signed in the report, 80,000 options correspond to the CEO. 63
Remuneration to members of the Board arising from the Company's equity interest in other companies The Board members of the Group that represent it on the Boards of Directors of companies in which the Group has a stake do not receive any remuneration in this regard. Senior Management Remuneration The remuneration of the General Managers of the Group companies and persons discharging similar duties - except for those who are simultaneously members of the Board of Directors (see remuneration table above) - in 2011 can be summarised as follows: (Thousands of Euros) No. of Remuneration (salaries) Other employees Fixed Variable Total Remuneration Total 13 1,596 976 2,572 102 2,674 The remuneration consists of a fixed sum and a variable sum. The variable remuneration is determined by applying a percentage to the fixed salary in each case, depending on the achievement of certain targets. The variable sum corresponds to the entire 2011 financial year and will be paid in 2012, en on the achievement of the targets defined for the financial year. At 31 December 2011 there are no allocations for pension funds, loans, guarantees or payments based on equity instruments to the members of the Senior Management. 23. Other disclosures regarding the Board of Directors In accordance with the terms of article 229 of the Spanish Capital Company Act, we indicate (below) the Company Administrators who, at 31 December 2011 held ownership interests and/or held positions or discharged duties as employees, or in any other capacity, in companies outside the Amper Group, that they directly engage in or control or own substantial equity interests in other companies that engage in activities that are identical, similar or complementary to the corporate purpose of Amper, SA.: Name Company Position Ownership interest Jaime Espinosa de los Monteros None None --- Alfredo Redondo Iglesias None None --- José Francisco Mateu Isturiz None None --- Juan José Toribio Dávila None None --- Pedro Mateache Sacristán None None --- Luis Rivera Novo None None --- Igancio López del Hierro None None --- José Sancho García Panda Security Altitude Board Member Chairman of the Board 5% 46% Tvikap (represented by José Manuel None None --- Arrojo Botija) CCM Renting, S.A. (represented by Luis None None --- Suárez Banciella) Mónica Martín de Vidales Godino (Secretary to the Board of Directors) None None --- The Directors of the Parent Company have not carried out transactions unrelated to the ordinary business or under conditions other than that of the market with this Company, or with any affiliated undertaking. 64
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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
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 and 58: The methodology used to establish t
Page 59 and 60: 19. Tax affaires Most of the compan
Page 61 and 62: Company 31.12.09 Additions Scope va
Page 63: At 31 December 2011 and 2010, the G
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
Page 109 and 110: Process whereby the compensation of
Page 111 and 112: - To propose the system of remunera
Page 113 and 114: 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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