AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
AMPER, SA and Subsidiaries Consolidated Financial Statements for ... AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
E.2 Specify and, where appropriate, detail whether there are any differences with the rules envisaged in the Companies Act (LSA) for the adoption of corporate resolutions. NO Describe the differences with the regime foreseen in the LSA. E.3 Relate the rights of the shareholders regarding general shareholders’ meeting which are different from the rights provided in the Companies Act (LSA). There are no rights of the shareholders different from those stipulated in the Companies Act regarding general shareholders’ meetings. The rights of the shareholders related to this issue are detailed in the General Shareholders’ Meeting Regulations, whose entire text is available at the company’s web page. E.4 Specify, where appropriate, the measures adopted to encourage the participation of shareholders at General Shareholders’ Meetings. At its web page, the Company offers information to the shareholders about the General Shareholders Meeting, the agenda, the resolution proposals that the Board subjects to the Meeting approval, the justifying reports on the resolution proposals that the Board of Directors subjects to the Meeting in those cases required by Law or where the company deems necessary, the Annual Accounts and the Management Report of the previous financial year, the Annual Report of the Corporate Government of the previous financial year, as well as all relevant information about the company that the Board of Directors deems interesting for the shareholders. Further, shareholders are informed of the proceed they would have to follow in order to manage the representation and the remote vote in the event they are not attending to the General Shareholders’ Meeting. Due to the holding of the General Shareholders’ Meeting, the company has set up an Electronic Forum for Shareholders on its website, for the purposes of facilitating communication between stockholders ahead of the General Meeting. E.5 Specify whether the chairman of the general shareholders’ meeting is also the Chairman of the Board of Directors. Detail, where appropriate, the measures adopted to ensure independence and proper operation of the General Shareholders' Meeting:
YES Specify the measures adopted The Articles of Association and the General Shareholders’ Meeting Regulations establish the way General Shareholders’ Meeting must take place. The General Shareholders’ Meeting will be hold when agreed by the Board of Directors, or upon request of a number of shareholders holding at least 5% of the share capital, indicating in the application the issues to be discussed in the Meeting. Shareholders representing at least 5% of the share capital may request the publication of a complement of the General Shareholder’s Meeting adding one or more questions to the agenda. Any shareholder with right to vote may be represented in the General Shareholders’ Meeting by any other person, shareholder or not, complying with all legal requirements and formalities. Such representation must be granted by written and specially for each Meeting. Shareholders with assistance right may exercise their voting right: a) By attending, personally or by representation, to the General Shareholders’ Meeting. b) By correspondence. Meetings will be chaired by the Chairman of the Board, and the Secretary of the Board will act as the Secretary of the Meeting. Shareholders, in compliance with Article 272 of the Companies Act (LSA) and other applicable provisions, may examine at the head office (calle Marconi 3, Parque Tecnológico de Madrid, 28760 Tres Cantos) and request the immediate and free-cost delivery or shipment, as of the publication date of notice of the meeting, of the documents subject to approval of the Meeting mentioned in the notice. Shareholders will have at their service all the information and documentation of the General Shareholders’ Meeting at the company’s web site, www.amper.es. In accordance to the provisions of Article 197.1 of the LSA and article 18 of the General Shareholders’ Meeting, shareholders may request the Board of Administrators, up to the seventh day previous to the day foreseen to held the Meeting, all the information or explanations they deem necessary, or ask by written the questions they consider relevant about the issues in the agenda. Furthermore, they may request all information or explanations or ask the questions they deem relevant about the information available to the public that the company might have provided to the National Committee of the Stock Exchange (Comisión Nacional del Mercado de Valores) since the last General Shareholders’ Meeting. The Chairman will guide the debate and interventions by shareholders in order to ensure that the session proceeds in an orderly way and is of reasonable duration. He will close debates when he feels the subject has been discussed sufficiently, call for a vote and resolve any doubts arising regarding the agenda. In a general way he will have whatever powers are needed for the session to proceed correctly. He may call order or challenge shareholders who express themselves in offensive terms regarding either persons or institutions, use inappropriate language or wander off the point motivating their intervention. He may also limit the time shareholders are allowed to speak. Throughout the session he will be at shareholders’ disposal in a visible position at a table where shareholders can put down their names for a turn to speak. Shareholders can also register to speak in advance of the session. The Chairman will decide if shareholders’ are to be given the chance to speak at the end of the discussion of each point, or when all of them, or a list of points, have been debated. Shareholders speaking during the meeting may request that their contribution to the discussion, as transcribed from the tape recording of the session, be entered in the minutes. Shareholders may also request that the transcription of their contribution to the discussion be sent to their home address. Each of the points on the agenda will be voted on separately. Resolutions will be adopted by a majority of shareholdings present or represented at the meeting. Each share entitles its holder to one vote. From 2007, the Board of Directors has requested the attendance of a Notary to the General Meeting so as to take the minutes of the meeting.
- 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
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- Page 109 and 110: Process whereby the compensation of
- Page 111 and 112: - To propose the system of remunera
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- Page 115 and 116: NO B.1.25 Specify if the Articles o
- Page 117 and 118: B.1.32 Explain, where appropriate,
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- 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: equired, its renewal or non renewal
- 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
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- Page 145 and 146: See caption: B.1.21 Not applicable
- Page 147 and 148: Complies 28. The companies must mak
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- 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
- Page 171 and 172: KPMG KPMG Auditores S.L Edificio To
- Page 173 and 174: 3. Review the explanatory documenta
- Page 175 and 176: Principal Companies of the Amper Gr
- Page 177 and 178: AMPER, S.A. Balance Sheets (Thousan
- Page 179 and 180: AMPER PROGRAMAS DE ELECTRÓNICA Y C
- Page 181 and 182: AMPER SISTEMAS, S.A. (Unipersonal)
E.2 Specify <strong>and</strong>, where appropriate, detail whether there are any differences with the rules envisaged in<br />
the Companies Act (L<strong>SA</strong>) <strong>for</strong> the adoption of corporate resolutions.<br />
NO<br />
Describe the differences with the regime <strong>for</strong>eseen in the L<strong>SA</strong>.<br />
E.3 Relate the rights of the shareholders regarding general shareholders’ meeting which are different from<br />
the rights provided in the Companies Act (L<strong>SA</strong>).<br />
There are no rights of the shareholders different from those stipulated in the Companies Act regarding general<br />
shareholders’ meetings.<br />
The rights of the shareholders related to this issue are detailed in the General Shareholders’ Meeting Regulations,<br />
whose entire text is available at the company’s web page.<br />
E.4 Specify, where appropriate, the measures adopted to encourage the participation of shareholders at<br />
General Shareholders’ Meetings.<br />
At its web page, the Company offers in<strong>for</strong>mation to the shareholders about the General Shareholders Meeting, the<br />
agenda, the resolution proposals that the Board subjects to the Meeting approval, the justifying reports on the<br />
resolution proposals that the Board of Directors subjects to the Meeting in those cases required by Law or where<br />
the company deems necessary, the Annual Accounts <strong>and</strong> the Management Report of the previous financial year,<br />
the Annual Report of the Corporate Government of the previous financial year, as well as all relevant in<strong>for</strong>mation<br />
about the company that the Board of Directors deems interesting <strong>for</strong> the shareholders.<br />
Further, shareholders are in<strong>for</strong>med of the proceed they would have to follow in order to manage the representation<br />
<strong>and</strong> the remote vote in the event they are not attending to the General Shareholders’ Meeting.<br />
Due to the holding of the General Shareholders’ Meeting, the company has set up an Electronic Forum <strong>for</strong><br />
Shareholders on its website, <strong>for</strong> the purposes of facilitating communication between stockholders ahead of the<br />
General Meeting.<br />
E.5 Specify whether the chairman of the general shareholders’ meeting is also the Chairman of the Board<br />
of Directors. Detail, where appropriate, the measures adopted to ensure independence <strong>and</strong> proper<br />
operation of the General Shareholders' Meeting:
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