AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
AMPER, SA and Subsidiaries Consolidated Financial Statements for ... AMPER, SA and Subsidiaries Consolidated Financial Statements for ...
For information purposes, the Group and its associates are considered related parties: • Administrators and Managers: the members of the Board of Directors and Senior Managers (Note 22) • Main shareholders (Note 22) 22. Remuneration of the Board of Directors and Senior Management Directors' emoluments and salaries as established in the Company's Articles of Association Remuneration to the members of the Board of Directors of Amper, S.A. 2011 totalled 984 thousands of Euros. On this figure, 563 thousands of Euros correspond to fixed emoluments and the fees paid to the directors for attending Board and Committee meetings. This sum is within the limit set by the General Shareholders Meeting, pursuant to article 24, section 1 of the Group's Articles of Association, i.e. 750 thousands of Euros for both items. The breakdown and distribution of this sum among the board members is as follows (thousands of Euros): Fixed remuneration Attendance fees Total statutory emoluments Jaime Espinosa de los Monteros Pitarque (Chairman) 68 67 135 Alfredo Redondo Iglesias (CEO) 28 18 46 José Francisco Matéu Isturiz 28 22 50 Pedro Mateache Sacristán 28 20 48 Juan José Toribio Dávila 28 17 45 Luis Rivera Novo 28 22 50 Juan Carlos Ureta Domingo (term ending at 23.03.11) 5 5 10 Gorka Barrondo Agudín (term ending at 26.07.11) 16 16 32 José Sancho García 28 14 42 Tvikap (represented by José Manuel Arrojo Botija)( term ending at 25.01.12) 28 26 54 Ignacio López del Hierro (alta el 23.03.11) 22 14 36 CCM Renting, S.A. (represented by Luis Suárez Banciella)(term beginning at 26.07.11) 11 4 15 Total 318 245 563 The remaining 421 thousands of Euros correspond to all remuneration (fixed and variable components, monetary remuneration and payments in kind) paid to Board members who have discharged executive duties, as per their contracts with the Company. There are no allocations for pension funds, loans, guarantees or payments based on equity instruments to the members of the Board. In the case of CEO Alfredo Redondo Iglesias, compensation twice the sum of his annual salary is envisaged in the event of termination of his contract without due cause. According to Note 18 on the share options plan signed in the report, 80,000 options correspond to the CEO. 63
Remuneration to members of the Board arising from the Company's equity interest in other companies The Board members of the Group that represent it on the Boards of Directors of companies in which the Group has a stake do not receive any remuneration in this regard. Senior Management Remuneration The remuneration of the General Managers of the Group companies and persons discharging similar duties - except for those who are simultaneously members of the Board of Directors (see remuneration table above) - in 2011 can be summarised as follows: (Thousands of Euros) No. of Remuneration (salaries) Other employees Fixed Variable Total Remuneration Total 13 1,596 976 2,572 102 2,674 The remuneration consists of a fixed sum and a variable sum. The variable remuneration is determined by applying a percentage to the fixed salary in each case, depending on the achievement of certain targets. The variable sum corresponds to the entire 2011 financial year and will be paid in 2012, en on the achievement of the targets defined for the financial year. At 31 December 2011 there are no allocations for pension funds, loans, guarantees or payments based on equity instruments to the members of the Senior Management. 23. Other disclosures regarding the Board of Directors In accordance with the terms of article 229 of the Spanish Capital Company Act, we indicate (below) the Company Administrators who, at 31 December 2011 held ownership interests and/or held positions or discharged duties as employees, or in any other capacity, in companies outside the Amper Group, that they directly engage in or control or own substantial equity interests in other companies that engage in activities that are identical, similar or complementary to the corporate purpose of Amper, SA.: Name Company Position Ownership interest Jaime Espinosa de los Monteros None None --- Alfredo Redondo Iglesias None None --- José Francisco Mateu Isturiz None None --- Juan José Toribio Dávila None None --- Pedro Mateache Sacristán None None --- Luis Rivera Novo None None --- Igancio López del Hierro None None --- José Sancho García Panda Security Altitude Board Member Chairman of the Board 5% 46% Tvikap (represented by José Manuel None None --- Arrojo Botija) CCM Renting, S.A. (represented by Luis None None --- Suárez Banciella) Mónica Martín de Vidales Godino (Secretary to the Board of Directors) None None --- The Directors of the Parent Company have not carried out transactions unrelated to the ordinary business or under conditions other than that of the market with this Company, or with any affiliated undertaking. 64
- Page 13 and 14: a. Assets and liabilities: applying
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- Page 53 and 54: (Thousands of Euros) YEAR 2011 Defe
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- 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
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Remuneration to members of the Board arising from the Company's equity interest in other<br />
companies<br />
The Board members of the Group that represent it on the Boards of Directors of companies in which the<br />
Group has a stake do not receive any remuneration in this regard.<br />
Senior Management Remuneration<br />
The remuneration of the General Managers of the Group companies <strong>and</strong> persons discharging similar<br />
duties - except <strong>for</strong> those who are simultaneously members of the Board of Directors (see remuneration<br />
table above) - in 2011 can be summarised as follows:<br />
(Thous<strong>and</strong>s of Euros)<br />
No. of Remuneration (salaries)<br />
Other<br />
employees Fixed Variable Total Remuneration Total<br />
13 1,596 976 2,572 102 2,674<br />
The remuneration consists of a fixed sum <strong>and</strong> a variable sum. The variable remuneration is determined<br />
by applying a percentage to the fixed salary in each case, depending on the achievement of certain<br />
targets. The variable sum corresponds to the entire 2011 financial year <strong>and</strong> will be paid in 2012, en on<br />
the achievement of the targets defined <strong>for</strong> the financial year.<br />
At 31 December 2011 there are no allocations <strong>for</strong> pension funds, loans, guarantees or payments based<br />
on equity instruments to the members of the Senior Management.<br />
23. Other disclosures regarding the Board of Directors<br />
In accordance with the terms of article 229 of the Spanish Capital Company Act, we indicate<br />
(below) the Company Administrators who, at 31 December 2011 held ownership interests <strong>and</strong>/or<br />
held positions or discharged duties as employees, or in any other capacity, in companies outside<br />
the Amper Group, that they directly engage in or control or own substantial equity interests in other<br />
companies that engage in activities that are identical, similar or complementary to the corporate<br />
purpose of Amper, <strong>SA</strong>.:<br />
Name Company Position Ownership<br />
interest<br />
Jaime Espinosa de los Monteros None None ---<br />
Alfredo Redondo Iglesias None None ---<br />
José Francisco Mateu Isturiz None None ---<br />
Juan José Toribio Dávila None None ---<br />
Pedro Mateache Sacristán None None ---<br />
Luis Rivera Novo None None ---<br />
Igancio López del Hierro None None ---<br />
José Sancho García<br />
P<strong>and</strong>a Security<br />
Altitude<br />
Board Member<br />
Chairman of the Board<br />
5%<br />
46%<br />
Tvikap (represented by José Manuel None None ---<br />
Arrojo Botija)<br />
CCM Renting, S.A. (represented by Luis None None ---<br />
Suárez Banciella)<br />
Mónica Martín de Vidales Godino<br />
(Secretary to the Board of Directors)<br />
None None ---<br />
The Directors of the Parent Company have not carried out transactions unrelated to the ordinary<br />
business or under conditions other than that of the market with this Company, or with any affiliated<br />
undertaking.<br />
64