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 The audit reports on the individual and consolidated accounts of Amper, S.A. for the 2011 financial year have been issued by the external auditors without qualification. Likewise, the semi-annual consolidated financial statements for the 2011 financial year were reviewed by the external auditor. The limited review report issued by the auditor regarding the consolidated financial statements on 30 June 2011 did not include exceptions. In fulfilling its function to assess any issue that may jeopardise the independence of the auditors, the Audit and Control Committee oversaw the amounts of the fees paid to the auditors during the 2011 financial year for all services rendered. 2011 Financial year Thousands of Euros Audit and related services 556 Other Services 5 Total 561 The Audit and Control Committee received written confirmation from the external auditor regarding his independence, as well as the information of any additional services provided to these entities by the external auditor or by persons or entities related to it in accordance with the provisions set out in the Accounts Auditing Act. The Audit and Control Committee found that there are no subjective reasons to question the independence of the Accounts Auditor to perform his function. 3.3 Internal Audit The Audit and Control Committee has, among its many responsibilities, the responsibility to monitor the functions and activities of the Internal Audit of the Amper Group. During the 2011 financial year, the Committee reviewed the Annual Activities Report of the Internal Audit for the 2010 financial year, and it assessed the action carried out by the Internal Audit Department with regards the work carried out by it. The Committee approved the Internal Audit Plan for the 2011 financial year, as well as the financial budget and the human resources budget for the Internal Audit Department. Also, during the 2011 financial year, the Audit and Control Committee has received prompt information regarding the development, conclusions and recommendations of all the work carried out by the Internal Audit Department in different organizational areas and processes of management and control of the Group, and highlighting the following activities: ‣ monitoring and analysis of the Risk Map of the Company for the 2011 financial year ‣ Adequacy of the Internal Control System of Financial reporting to the regulatory requirements (SCIIF) and the supervision of the formal implementation of the SCIIF. ‣ Review and analysis of the quarterly financial reporting of the Group submitted to the National Securities Market Commission. 7 of 10 23 March 2011
ACTIVITY REPORT OF THE AUDIT AND CONTROL COMMITTEE DURING THE 2011 FINANCIAL YEAR ‣ Review and analysis of the annual accounts and of the individual and consolidated management reports of Amper, S.A. and its subsidiary companies. ‣ Visits to the foreign subsidiary companies of the Group. ‣ Monitoring the evolution of the activity of the business areas of the Amper Group. ‣ Review of the accounting integration of the eLandia subgroup in the consolidated financial statements of the Amper Group: verification of the proper delimitation of the scope of consolidation and the correct application of accounting principles. ‣ Monitoring the SCIIF: review of all of the risks of an operational and accounting nature in all of the business units of the Amper Group in Spain. ‣ Analysis of the financial management and of the Cash Flow of the Company. ‣ Follow up to the complaints and allegations box. 3.4 Review of the financial reporting In fulfilment of its supervisory function of the development process and integrity of the financial reporting of the Amper Group, the Audit and Control Committee reviewed, prior to its formulation by the Board of Directors, the Management Report and the Individual and Consolidated Annual Accounts for the 2011 financial year of Amper, S.A., and reported favourably regarding them and regarding the Annual Corporate Governance Report. In addition, the Audit and Control Committee reviewed, prior to its approval by the Board of Directors, the quarterly periodic financial reporting to submit to the National Securities Market Commission corresponding to the 2011 financial year, verifying that the quarterly and semiannual financial statements were prepared under the same accounting principles as the annual accounts. 3.5 Internal control and risk management systems The functions of the Audit and Control Committee include the periodic review of the internal control and risk management systems. The Audit and Control Committee has monitored the Risk Map of the Group for the 2011 financial year, ultimately monitoring the process of identifying risks of errors in the financial reporting of the Group during the 2011 financial year based on reports issued by the Internal Audit Department. During the 2011 financial year, and related to the adaptation and implementation of the Internal Control System of Financial reporting to the regulatory requirements (SCIIF), in accordance with the recommendations published by the CNMV in the "Expert Group Report regarding the internal control of the financial reporting in listed companies," the primary objective of the Audit and Control Committee has been to comply with these recommendations and begin its implementation in terms of the functions entrusted to the Audit and Control Committee. During the 2011 financial year, the Board of Directors, and proposed by the Audit and Control Committee, approved the framework policy on which to base the internal control system regarding the Financial reporting ("Basic SCIIF Lines"). In developing the framework policy during the 2011 financial year, the Audit and Control Committee adopted a SCIIF monitoring policy in which the criteria for that the aforementioned monitoring should follow is established, 8 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 />
The audit reports on the individual <strong>and</strong> consolidated accounts of Amper, S.A. <strong>for</strong> the 2011<br />
financial year have been issued by the external auditors without qualification.<br />
Likewise, the semi-annual consolidated financial statements <strong>for</strong> the 2011 financial year were<br />
reviewed by the external auditor. The limited review report issued by the auditor regarding the<br />
consolidated financial statements on 30 June 2011 did not include exceptions.<br />
In fulfilling its function to assess any issue that may jeopardise the independence of the<br />
auditors, the Audit <strong>and</strong> Control Committee oversaw the amounts of the fees paid to the auditors<br />
during the 2011 financial year <strong>for</strong> all services rendered.<br />
2011 <strong>Financial</strong> year Thous<strong>and</strong>s of Euros<br />
Audit <strong>and</strong> related services 556<br />
Other Services 5<br />
Total 561<br />
The Audit <strong>and</strong> Control Committee received written confirmation from the external auditor<br />
regarding his independence, as well as the in<strong>for</strong>mation of any additional services provided to<br />
these entities by the external auditor or by persons or entities related to it in accordance with the<br />
provisions set out in the Accounts Auditing Act. The Audit <strong>and</strong> Control Committee found that<br />
there are no subjective reasons to question the independence of the Accounts Auditor to<br />
per<strong>for</strong>m his function.<br />
3.3 Internal Audit<br />
The Audit <strong>and</strong> Control Committee has, among its many responsibilities, the responsibility to<br />
monitor the functions <strong>and</strong> activities of the Internal Audit of the Amper Group.<br />
During the 2011 financial year, the Committee reviewed the Annual Activities Report of the<br />
Internal Audit <strong>for</strong> the 2010 financial year, <strong>and</strong> it assessed the action carried out by the Internal<br />
Audit Department with regards the work carried out by it.<br />
The Committee approved the Internal Audit Plan <strong>for</strong> the 2011 financial year, as well as the<br />
financial budget <strong>and</strong> the human resources budget <strong>for</strong> the Internal Audit Department.<br />
Also, during the 2011 financial year, the Audit <strong>and</strong> Control Committee has received prompt<br />
in<strong>for</strong>mation regarding the development, conclusions <strong>and</strong> recommendations of all the work<br />
carried out by the Internal Audit Department in different organizational areas <strong>and</strong> processes of<br />
management <strong>and</strong> control of the Group, <strong>and</strong> highlighting the following activities:<br />
‣ monitoring <strong>and</strong> analysis of the Risk Map of the Company <strong>for</strong> the 2011 financial year<br />
‣ Adequacy of the Internal Control System of <strong>Financial</strong> reporting to the regulatory<br />
requirements (SCIIF) <strong>and</strong> the supervision of the <strong>for</strong>mal implementation of the SCIIF.<br />
‣ Review <strong>and</strong> analysis of the quarterly financial reporting of the Group submitted to the<br />
National Securities Market Commission.<br />
7 of 10<br />
23 March 2011