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

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

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ACTIVITY REPORT OF THE AUDIT AND CONTROL COMMITTEE DURING THE 2011 FINANCIAL YEAR The Board of Directors, at its meeting held on 21 September 2011, agreed to appoint the “Caja Castilla La Mancha Renting, S.A.” Board Member, represented by Mr. Luis Suárez Banciella, as a member of the Audit and Control Committee. Finally, the Board of Directors, at its meeting held on 25 January 2012, agreed to accept the cessation of TviKap AB as Board Member and as a member of the Audit and Control Committee, and appointing by cooptation, the company Aralia Asesores, S.L. as Board Member and as a member of the Audit and Control Committee, represented by Mr. José Manuel Arrojo Botija. As determined by the Regulations governing the Board of Directors Article 25.1, the number of members of the Committee shall not be less than three and not more than five, and shall be set by the Board of Directors. All members of the Audit and Control Committee must be External Board Members. In such designation, the Board Member's knowledge of accounting, auditing and risk management shall be taken into account. The Audit and Control Committee shall designate a Chairman from among its members, who shall be an independent Board Member. If the Chairman of the Board fulfils these criteria, he shall then also become Chairman of the Audit and Control Committee. The term of office of the Chairman of the Audit and Control Committee will be a maximum of four years, and he may be re-elected after a period of one year after his cessation. Operation of the Audit and Control Committee. The Audit and Control Committee shall meet periodically depending on the needs and at least four times a year. One meeting shall be devoted to evaluate the efficiency and compliance with the rules and procedures governing the Company and prepare the information that the Board of Directors must approve and include in its annual public documentation. It shall be convened by its Chairman when he deems appropriate or by order of the Chairman of the Board of Directors or by two members of the Committee itself. Any member of the management team or staff of the Company is obliged to attend the meetings of the Audit and Control Committee when required to do so, and they shall cooperate with the Committee and provide the Committee access to the information in his possession. The Committee may also require the attendance of the Accounts Auditors to its meetings. For the best performance of its functions, the Audit and Control Committee may seek the advice of external professionals whose recruitment shall be approved by the Board of Directors, which may not refuse the recruitment unless a good reason is given, taking into account the best interests of the Company. 5 of 10 23 March 2011

ACTIVITY REPORT OF THE AUDIT AND CONTROL COMMITTEE DURING THE 2011 FINANCIAL YEAR 3. Activities undertaken by the Audit and Control Committee during the 2011 financial year. During the 2011 financial year, the Audit and Control Committee met on 8 occasions, exceeding the minimum number of meetings to be convened anticipated by the Regulations governing the Board of Directors, in order to carry out the functions entrusted to it by the Board of Directors, and for which the necessary information and documentation has been provided. Likewise, other additional issues have been addressed which have been deemed suitable for the performance of their functions, and in the interests of the Company. The following is a summary of the work carried out by the Committee in the development of the aforementioned functions, grouping the activities regarding the competences conferred on the Committee: 3.1 General Meeting of Shareholders The Audit and Control Committee has, among its many responsibilities, the responsibility to report on issues raised by the shareholders regarding their competence to the Annual General Meeting. The Activities Report of the Audit and Control Committee of Amper corresponding with the 2010 financial year was made available to the shareholders in the exercise of the call for the General Meeting of Shareholders held on 29 June 2011. The Chairman of the Audit and Control Committee attended the General Meeting of Shareholders held on 29 June 29 2011. The shareholders did not raise any issue regarding matters within its competence. Also, for the next Annual General Meeting, scheduled to be held on 27 June 2012, this activities report of the Audit and Control Committee of Amper corresponding to the 2011 financial year shall be included in the Annual Report of Amper and shall be made available to the shareholders at the moment the General Meeting of Shareholders is convened. 3.2 External Audit The Audit and Control Committee, at its meeting held on 19 May 2011, agreed to propose to the Board of Directors the appointment of KPMG as the external auditor of Amper, S.A. and of its consolidated group for the 2011, 2012 and 2013 financial years after assessing all the economic and qualitative aspects presented in its proposal. The General Meeting of Shareholders held on 29 June 2011 approved the appointment of KPMG Auditores, S.L. as the accounts auditors of Amper, S.A. and of its consolidated group of companies for a period of three years. The Audit Committee held five meetings with the external auditors during the 2011 financial year in which they were informed of the audit process of the Annual Accounts Audit for the financial year, as well as issues and considerations relating thereto. 6 of 10 23 March 2011

ACTIVITY REPORT OF THE AUDIT AND<br />

CONTROL COMMITTEE DURING THE 2011<br />

FINANCIAL YEAR<br />

3. Activities undertaken by the Audit <strong>and</strong> Control Committee during the 2011<br />

financial year.<br />

During the 2011 financial year, the Audit <strong>and</strong> Control Committee met on 8 occasions,<br />

exceeding the minimum number of meetings to be convened anticipated by the Regulations<br />

governing the Board of Directors, in order to carry out the functions entrusted to it by the Board<br />

of Directors, <strong>and</strong> <strong>for</strong> which the necessary in<strong>for</strong>mation <strong>and</strong> documentation has been provided.<br />

Likewise, other additional issues have been addressed which have been deemed suitable <strong>for</strong><br />

the per<strong>for</strong>mance of their functions, <strong>and</strong> in the interests of the Company.<br />

The following is a summary of the work carried out by the Committee in the development of the<br />

a<strong>for</strong>ementioned functions, grouping the activities regarding the competences conferred on the<br />

Committee:<br />

3.1 General Meeting of Shareholders<br />

The Audit <strong>and</strong> Control Committee has, among its many responsibilities, the responsibility to<br />

report on issues raised by the shareholders regarding their competence to the Annual General<br />

Meeting.<br />

The Activities Report of the Audit <strong>and</strong> Control Committee of Amper corresponding with the 2010<br />

financial year was made available to the shareholders in the exercise of the call <strong>for</strong> the General<br />

Meeting of Shareholders held on 29 June 2011. The Chairman of the Audit <strong>and</strong> Control<br />

Committee attended the General Meeting of Shareholders held on 29 June 29 2011. The<br />

shareholders did not raise any issue regarding matters within its competence.<br />

Also, <strong>for</strong> the next Annual General Meeting, scheduled to be held on 27 June 2012, this activities<br />

report of the Audit <strong>and</strong> Control Committee of Amper corresponding to the 2011 financial year<br />

shall be included in the Annual Report of Amper <strong>and</strong> shall be made available to the<br />

shareholders at the moment the General Meeting of Shareholders is convened.<br />

3.2 External Audit<br />

The Audit <strong>and</strong> Control Committee, at its meeting held on 19 May 2011, agreed to propose to the<br />

Board of Directors the appointment of KPMG as the external auditor of Amper, S.A. <strong>and</strong> of its<br />

consolidated group <strong>for</strong> the 2011, 2012 <strong>and</strong> 2013 financial years after assessing all the economic<br />

<strong>and</strong> qualitative aspects presented in its proposal.<br />

The General Meeting of Shareholders held on 29 June 2011 approved the appointment of<br />

KPMG Auditores, S.L. as the accounts auditors of Amper, S.A. <strong>and</strong> of its consolidated group of<br />

companies <strong>for</strong> a period of three years.<br />

The Audit Committee held five meetings with the external auditors during the 2011 financial<br />

year in which they were in<strong>for</strong>med of the audit process of the Annual Accounts Audit <strong>for</strong> the<br />

financial year, as well as issues <strong>and</strong> considerations relating thereto.<br />

6 of 10<br />

23 March 2011

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