AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
AMPER, SA and Subsidiaries Consolidated Financial Statements for ... AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
ACTIVITY REPORT OF THE AUDIT AND CONTROL COMMITTEE DURING THE 2011 FINANCIAL YEAR • Propose the budget for this service. • Review the annual work plan of the internal audit and the annual report of its activities. • Receive periodic information regarding its activities, and • Verify that the Senior Executives take into account the conclusions and the recommendations of the reports. f) Review the accounts of the company, monitor the compliance of the legal requirements and the correct application of generally accepted accounting principles, as well as report the proposals raised to amend the accounting principles and criteria suggested by management. g) Be aware of the financial reporting process and the internal control systems. In this regard: • Monitor the development process and the integrity of the financial reporting relative to the Company and the Group, monitoring the compliance with the regulatory requirements, the appropriate delimitations of the scope of consolidation and the correct application of the generally accepted accounting principles, give an accounting thereof to the Board of Directors and reporting the proposed amendments to the accounting principles and criteria suggested by management. The Committee shall verify that the quarterly and semi-annual financial statements are prepared using the same accounting principles as the yearly financial statements. • Periodically review the internal control and risk management systems, ensuring that the following are identified, as a minimum: i) The various types of risks (operational, technological, financial, legal, reputational, etc.) to which the Company is exposed. ii) The determination of the level of risk that the Company considers acceptable. iii) The measures in place to mitigate the impact of the identified risks, should they materialise. iv) The information and internal control systems which are to be used to control and manage these risks, including the contingent liabilities and the off balance sheet risks. h) Review and report the issue prospectuses at the outset and, in general, the information that the Board of Directors must provide to the markets and their supervisory bodies. i) Report to the Board of Directors, prior to the adoption thereby, of the relevant decisions concerning the creation or acquisition of holding companies or companies domiciled in tax havens, as well as any transactions or operations of a comparable nature which, because of its complexity, may impair the transparency of the Company. j) Establish and monitor the performance of a procedure which will allow employees to report to the Committee the potential irregularities, specifically the financial and accounting irregularities, and in a confidential manner, and if necessary, anonymously, that they may have detected in the operation of the Company. 3 of 10 23 March 2011
ACTIVITY REPORT OF THE AUDIT AND CONTROL COMMITTEE DURING THE 2011 FINANCIAL YEAR k) Examine the compliance with the Internal Code of Conduct in matters relating to the Securities Markets, the Regulations governing the Board of Directors, the Regulations of the General Meeting of Shareholders and, in general, the rules of governance of the company, and raise the necessary proposals for improvement. In particular, it corresponds to the Audit and Control Committee to receive information and, where appropriate, issue a report regarding disciplinary measures against members of the senior management team of the Company. Likewise, the Board of Directors at its meeting held on 25 April 2012, approved an amendment to Article 25.2 of the Regulations governing the Board of Directors to include, among the powers of the Audit and Control Committee, the following: - Inform the Board of Directors of the financial reporting that the company must periodically disclose. - Receive information from the person responsible for fiscal matters regarding the applied fiscal policies and regarding the fiscal implications of the transactions or matters which are submitted to the Board of Directors for approval. - Evaluate their performance and the quality of their work at least once a year. Composition of the Audit and Control Committee. The Audit and Control Committee, as of 31 December 2011, was composed of the following members: Members Member Type Appointment Role Mr. José Francisco Matéu Isturiz Independent 30.06.08 Member Tvikap AB (represented by Mr. José Manuel Arrojo Botija) Nominee 25.02.09 Member Luis Rivera Novo Independent 19.05.11 Chairman Caja Castilla La Mancha Renting, S.A. (represented by Mr. Luis Suárez Banciella) Nominee 21.09.11 Member During the 2011 financial year, the following changes in the composition of the Audit and Control Committee were produced: The Board of Directors, at its meeting held on 23 March 2011, approved the resignation of Mr. Juan Carlos Ureta Domingo as Board Member and as the Chairman of the Audit and Control Committee. Likewise, the Board of Directors, at its meeting held on 26 July 2011, accepted the resignation of Mr. Gorka Barrondo as Board Member and as a member of the Audit and Control Committee. The Audit and Control Committee, at its meeting held on 19 May 2011, agreed to appoint Mr. Luis Rivera Novo as Chairman of the Committee. 4 of 10 23 March 2011
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ACTIVITY REPORT OF THE AUDIT AND<br />
CONTROL COMMITTEE DURING THE 2011<br />
FINANCIAL YEAR<br />
• Propose the budget <strong>for</strong> this service.<br />
• Review the annual work plan of the internal audit <strong>and</strong> the annual report of its activities.<br />
• Receive periodic in<strong>for</strong>mation regarding its activities, <strong>and</strong><br />
• Verify that the Senior Executives take into account the conclusions <strong>and</strong> the<br />
recommendations of the reports.<br />
f) Review the accounts of the company, monitor the compliance of the legal requirements <strong>and</strong><br />
the correct application of generally accepted accounting principles, as well as report the<br />
proposals raised to amend the accounting principles <strong>and</strong> criteria suggested by<br />
management.<br />
g) Be aware of the financial reporting process <strong>and</strong> the internal control systems. In this regard:<br />
• Monitor the development process <strong>and</strong> the integrity of the financial reporting relative to<br />
the Company <strong>and</strong> the Group, monitoring the compliance with the regulatory<br />
requirements, the appropriate delimitations of the scope of consolidation <strong>and</strong> the correct<br />
application of the generally accepted accounting principles, give an accounting thereof to<br />
the Board of Directors <strong>and</strong> reporting the proposed amendments to the accounting<br />
principles <strong>and</strong> criteria suggested by management. The Committee shall verify that the<br />
quarterly <strong>and</strong> semi-annual financial statements are prepared using the same accounting<br />
principles as the yearly financial statements.<br />
• Periodically review the internal control <strong>and</strong> risk management systems, ensuring that the<br />
following are identified, as a minimum:<br />
i) The various types of risks (operational, technological, financial, legal, reputational,<br />
etc.) to which the Company is exposed.<br />
ii) The determination of the level of risk that the Company considers acceptable.<br />
iii) The measures in place to mitigate the impact of the identified risks, should they<br />
materialise.<br />
iv) The in<strong>for</strong>mation <strong>and</strong> internal control systems which are to be used to control <strong>and</strong><br />
manage these risks, including the contingent liabilities <strong>and</strong> the off balance sheet<br />
risks.<br />
h) Review <strong>and</strong> report the issue prospectuses at the outset <strong>and</strong>, in general, the in<strong>for</strong>mation that<br />
the Board of Directors must provide to the markets <strong>and</strong> their supervisory bodies.<br />
i) Report to the Board of Directors, prior to the adoption thereby, of the relevant decisions<br />
concerning the creation or acquisition of holding companies or companies domiciled in tax<br />
havens, as well as any transactions or operations of a comparable nature which, because of<br />
its complexity, may impair the transparency of the Company.<br />
j) Establish <strong>and</strong> monitor the per<strong>for</strong>mance of a procedure which will allow employees to report<br />
to the Committee the potential irregularities, specifically the financial <strong>and</strong> accounting<br />
irregularities, <strong>and</strong> in a confidential manner, <strong>and</strong> if necessary, anonymously, that they may<br />
have detected in the operation of the Company.<br />
3 of 10<br />
23 March 2011