AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
AMPER, SA and Subsidiaries Consolidated Financial Statements for ... AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
The Regulations of the Board of Directors stipulates the possibility that the External Directors can agree to the contracting of legal advisers, accountants, financial and other experts in order to have assistance for their work. The Chairman of the Company must be notified of the decision to retain the services of experts and it shall be subject to the veto of the Board of Directors when such services are not considered necessary for the full exercise of the functions entrusted to external Directors or when its cost is not reasonable in view of the importance of the problem, or when the technical assistance required can be provided by experts and technicians within the Company. B.1.42 Specify and detail, where appropriate, if the Directors have a procedure to obtain sufficiently in advance the information they need to prepare for the meetings of management-level decision-making bodies: YES Details of the Procedure As stated in the Regulations of the Board of Directors, all Directors are obliged to collect any information they consider necessary or appropriate for the proper execution of their tasks. To this end, Directors have been vested with the broadest range of powers to obtain information on any issue related to the company, to examine its books, records, documents and other supporting information for company operations to the extent that is necessary or appropriate for the diligent exercise of their functions. This right of information also extends to the various subsidiary companies that belong to the consolidated group of companies and must be exercised in accordance with the requirements of good faith. The right of access to information will be exercised through the Chairman or Managing Director, who shall attend the Directors’ requests and provide them the information they require directly or offer them appropriate interlocutors at the relevant level of the organisation. B.1.43 Specify and detail, where appropriate, if the Company has established rules which oblige the Directors to notify and, possibly, resign in those cases in which they might damage the credit and reputation of the Company: YES Explain the Rules Article 36.2 of the Regulations of the Board of Directors establishes the obligation of the Directors to notify the Company of any fact or situation which might damage the credit or reputation of the Company and, in particular, of any criminal proceedings he might appear in as defendant and the subsequent difficulties of the case. As regards the cases of resignation, Article 15.2 of the Regulations of the Board of Directors in force establishes that the Board of Directors will request Directors to place their posts at the disposition of the Board, among others, in the following cases:- When the reasons for which they were appointed no longer apply. - When they affected by a case of incompatibility or prohibition laid down by the law, the Articles of Association, this Regulation or other applicable rules. - When they are seriously reprimanded by the Audit and Control Committee for having failed to comply with one of their obligations as a Director.- When their remaining on the Board could jeopardise the trustworthiness and reputation of the Company. B.1.44 Specify whether any Member of the Board has notified that he/she is involved in legal proceedings or that an oral hearing has been issued against him/her due to any of the offences included in article 124 of
the Law on Public Limited Companies. NO Specify if the Board of Directors has analyzed the case and, if so, explain the decision taken about the potential release of the position of said Director. NO Decision taken Reasoned Explanation B.2. Board of Directors Committees B.2.1 Detail the Board of Directors Committees and their members: APPOINTMENTS AND COMPENSATION COMMITTEE Name Position Type MR. JUAN JOSE TORIBIO DAVILA CHAIRMAN INDEPENDENT MR. IGNACIO LÓPEZ DEL HIERRO BRAVO MEMBER INDEPENDENT MR. JOSE FRANCISCO MATEU ISTURIZ MEMBER INDEPENDENT MR. PEDRO MATEACHE SACRISTAN MEMBER PROPIETARY AUDIT AND CONTROL COMMITTEE Name Position Type MR. LUIS RIVERA NOVO CHAIRMAN INDEPENDENT CAJA CASTILLA LA MANCHA RENTING S.A. MEMBER PROPIETARY MR. JOSE FRANCISCO MATEU ISTURIZ MEMBER INDEPENDENT TVIKAP AB MEMBER PROPIETARY EXECUTIVE COMMITTEE Name Position Type
- 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
- Page 115 and 116: NO B.1.25 Specify if the Articles o
- Page 117 and 118: B.1.32 Explain, where appropriate,
- Page 119: B.1.38 Specify whether the Audit Re
- Page 123 and 124: Brief description ORGANISATIONAL AN
- Page 125 and 126: Name of the Committee APPOINTMENTS
- Page 127 and 128: The Committees of the Board of Dire
- Page 129 and 130: D.1 Description of the risk policy
- Page 131 and 132: equired, its renewal or non renewal
- Page 133 and 134: YES Specify the measures adopted Th
- Page 135 and 136: Amper, S A losses for the fiscal ye
- Page 137 and 138: Beneficiaries: The Managing Directo
- Page 139 and 140: Likewise, in its session of 25 May
- Page 141 and 142: Not applicable 3. Although Commerci
- Page 143 and 144: the directors concerned, in additio
- Page 145 and 146: See caption: B.1.21 Not applicable
- Page 147 and 148: Complies 28. The companies must mak
- Page 149 and 150: c) Main characteristics of occupati
- Page 151 and 152: of the participation in the differe
- Page 153 and 154: a) To submit proposals with regard
- Page 155 and 156: G - OTHER INFORMATION OF INTEREST I
- Page 157 and 158: APPENDIX TO THE ANNUAL CORPORATE GO
- Page 159 and 160: - In the case of all other employee
- Page 161 and 162: changes approved, as well as formal
- Page 163 and 164: EVALUATING RISKS IN FINANCIAL INFOR
- Page 165 and 166: The descriptions cover controls for
- Page 167 and 168: The manual establishes that its upd
- Page 169 and 170: A description of the scope of the e
the Law on Public Limited Companies.<br />
NO<br />
Specify if the Board of Directors has analyzed the case <strong>and</strong>, if so, explain the decision taken about the<br />
potential release of the position of said Director.<br />
NO<br />
Decision<br />
taken<br />
Reasoned Explanation<br />
B.2. Board of Directors Committees<br />
B.2.1 Detail the Board of Directors Committees <strong>and</strong> their members:<br />
APPOINTMENTS AND COMPEN<strong>SA</strong>TION COMMITTEE<br />
Name Position Type<br />
MR. JUAN JOSE TORIBIO DAVILA CHAIRMAN INDEPENDENT<br />
MR. IGNACIO LÓPEZ DEL HIERRO BRAVO MEMBER INDEPENDENT<br />
MR. JOSE FRANCISCO MATEU ISTURIZ MEMBER INDEPENDENT<br />
MR. PEDRO MATEACHE <strong>SA</strong>CRISTAN MEMBER PROPIETARY<br />
AUDIT AND CONTROL COMMITTEE<br />
Name Position Type<br />
MR. LUIS RIVERA NOVO CHAIRMAN INDEPENDENT<br />
CAJA CASTILLA LA MANCHA RENTING S.A. MEMBER PROPIETARY<br />
MR. JOSE FRANCISCO MATEU ISTURIZ MEMBER INDEPENDENT<br />
TVIKAP AB MEMBER PROPIETARY<br />
EXECUTIVE COMMITTEE<br />
Name Position Type
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