30 Apr 2013 07:05
GRUPO CLARIN S.A.
Grupo Clarín Board discloses minutes of Board Meeting
On 29 April 2013, Grupo Clarín S.A. (the "Company") filed with the Argentine Securities Commission and the Buenos Aires Stock Exchange a copy of the minutes of the meeting of the Board of Directors held on 26 April 2013.
Attached is a free translation of the abovementioned minutes.
Enquiries:
In Buenos Aires:
Alfredo Marín/Agustín Medina Manson
Grupo Clarín
Tel: +5411 4309 7215
Email: investors@grupoclarin.com
In London:
Alex Money/Clare Gallagher
Temple Bar Advisory
Tel: +44 20 7002 1080
Email: clarin@templebaradvisory.com
In New York:
Melanie Carpenter
I-advize Corporate Communications
Tel: +1 212 406 3692
Email: clarin@i-advize.com
FREE TRANSLATION
Minutes of Meeting of the Board of Directors No. 225: In the City of Buenos Aires, on the 26th day of the month of April 2013, at 16.00 hours, the Board of Directors of Grupo Clarín S.A. (the "Company") meets at the corporate headquarters on Calle Piedras 1743, Federal Capital, with the presence of the Directors Messrs. Héctor Horacio Magnetto, José Antonio Aranda, Alejandro Alberto Urricelqui, Jorge Carlos Rendo, Pablo César Casey, Lorenzo Calcagno, Alberto César Menzani and Luis María Blaquier appointed at the Shareholders' Meeting held on 25 April 2013 and of the members of the Supervisory Committee who sign below. Mr. Héctor Horacio Magnetto opens the meeting and submits to the consideration of those present the first point on the agenda: 1) Distribution and acceptance of positions on the Board: Mr. Héctor Horacio Magnetto continues by stating that, given the appointment of the members of the Board of Directors decided at the Annual Ordinary General Shareholders' Meeting of 25 April 2013, it is necessary, and he so motions, that the appointed Directors proceed to accept and distribute positions on the Board. Consequently, and after accepting their respective positions, the Board unanimously approves the following distribution: President: Héctor Horacio Magnetto, Vicepresident: José Antonio Aranda, Members: Lucio Rafael Pagliaro, Alejandro Alberto Urricelqui, Jorge Carlos Rendo, Pablo César Casey, Lorenzo Calcagno, Alberto César Menzani, Luis María Blaquier and Ralph Booth II; Alternate Members: Héctor Mario Aranda, Saturnino Lorenzo Herrero Mitjans, Ignacio Rolando Driollet, Lucio Andrés Pagliaro, José María Sáenz Valiente (h), Ignacio José María Sáenz Valiente, Carlos Rebay, Luis Germán Fernández, Martín Gonzalo Etchevers and Sebastián Bardengo. Additionally, pursuant to Section 256 of the Law of Business Associations, the new members and alternate members set their respective domiciles according to the following detail: (a) Messrs. Héctor Horacio Magnetto, José Antonio Aranda, Lucio Rafael Pagliaro, Alejandro Alberto Urricelqui, Jorge Carlos Rendo, Pablo César Casey, Héctor Mario Aranda, Saturnino Lorenzo Herrero Mitjans, Ignacio Rolando Driollet, Lucio Andrés Pagliaro, Martín Gonzalo Etchevers and Sebastián Bardengo at Calle Piedras 1743, Ciudad Autónoma de Buenos Aires; (b) Messrs. Ignacio José María Sáenz Valiente and José María Sáenz Valiente (h) at Av. Juana Manso 205, 1º piso, Ciudad Autónoma de Buenos Aires; (c) Mr. Alberto César Menzani at Calle Hortiguera 644, 6º A, Ciudad Autónoma de Buenos Aires, (d) Mr. Lorenzo Calcagno at Calle Zapiola 4248 1er. Piso D, Ciudad Autónoma de Buenos Aires, (e) Messrs. Luis María Blaquier and Ralph Booth II at Av. Del Libertador 602, piso 18, Ciudad Autónoma de Buenos Aires (f) Mr. Carlos Rebay at Av. Montes de Oca 163, oficina 28, Ciudad Autónoma de Buenos Aires and (g) Mr. Luis Germán Fernández at Avenida de los Incas 3310, piso 11, Ciudad Autónoma de Buenos Aires. The Board notes that the Directors who are not present have accepted their positions by means of letters sent to the Company. Next, the President submits to the consideration of those present the second point on the agenda: 2) Integration of the Audit Committee. Mr. Aranda asks to speak and states that the Board should appoint the Directors who will serve on the Audit Committe, to which end he motions that Messrs. Alberto César Menzani, Lorenzo Calcagno and Alejandro Alberto Urricelqui be reelected as members and Messrs. Pablo César Casey, Carlos Rebay and Luis Germán Fernández be reelected as alternate members. The motion is submitted to the vote of the Board and approved unanimously. Next, the Board moves on to consider the third point on the agenda: 3) Considerations of the Board of Directors with respect to the events that occurred at the Annual Ordinary General Shareholders' Meeting of Grupo Clarín S.A. Mr. Aranda states that it is important, in his opinion, to make certain considerations given the seriousness of the events that occurred before and during the shareholders' meeting. First, it is appropriate to state that the attorneys-in-fact appointed under the power of attorney issued pursuant to Section 239 of the Law of Business Associations to represent the shareholder ANSES broke into the Company's headquarters shouting and with a hostile attitude, with rude aggressions against the meeting's authorities and other shareholders of the Company. Additionally, persons who were foreign to the corporate act and were accompanying said attorneys-in-fact also entered the room without any authorization, causing a situation of chaos and putting the meeting on the verge of suspension. Mr. Urricelqui asks to speak in order to confirm the estimates that were provided to the shareholders in connection with the fees of the external auditors. The aggregate amounts invoiced by Price Waterhouse & Co. S.R.L. to Grupo Clarín S.A. and its controlled and related companies, corresponding to external auditor services and others related to giving confort to third parties were of Ps. 8,560,239 This matter had been dealt with by the Audit Committee and reflected on its report of 7 March 2013 to the extent that it relates to the Committee's competence. Of the aforementioned aggregate, Ps. 1,216,400 correspond to services rendered to Grupo Clarín S.A. as external auditors and others related to giving confort to third parties. With respect to fees for external auditors for 2013, the Company and its auditor, given the current inflationary context and the consequent increase in labor costs as a consequence of the various salary negotiations, have agreed-subject to confirmation by the Shareholders of the Firm's engagement for 2013-to recognise an annual increase equal to the labor cost, to be applied on a quarterly basis taking as a basis the fees for the previous period. In a context of uncertainty, this is prudent management, because to be anchored ahead of time to a fixed fee may lead the Company to incur higher costs than what could result from applying this method. Mr. José Antonio Aranda asks to speak and refers to his presentation at the Shareholders' Meeting where he explained that Directors' fees were in line with market parameters and were consistent with the most competitive market segments. In that regard, in light of the comments made by the representative of ANSES at that shareholders' meeting, the Corporate Director of Human Resources, Horacio Quirós is asked to speak and states that, as expressed at the Shareholders' Meeting, the parameters used to determine compensation are within the usual market practices for comparable companies of this size. For this purpose, the Company uses an evaluation of the relative importance of each position within the organization and the performance of the person who occupies this position. In order to evaluate each position and compare them to the compensation in other markets, the Company uses, among other things, the services and information provided by a company called Mercer, a firm with recognized international prestige in the field of human resources. Mr. Quirós continues by saying that having analysed the article published on Ieco presented by the representative of the ANSES at the abovementioned Meeting, he assures that such article is not relevant, given that it refers generically to mid level managerial positions and not to positions comparable to the responsibilities assumed by the members of the Board of Directors of the Company who fulfill technical-administrative functions. Mr. Jorge Rendo asks to speak and repeats that the Annual Report is the document that reflects the vision of the Board of Directors regarding the course of the Company's business and its projections, and about aspects that are deemed necessary to illustrate the status of the Company. He continues by saying that the Annual Report is not erroneous and does not lead to false interpretations of the performance of the Company. Mr. Urricelqui speaks and states that the opinions given by the representative of the ANSES on macroeconomic issues reflect the huge divergence that exists between official figures and the consensus of private measurements. This description of the economic scenario described on the Annual Report by the Board of Directors, is in no way intended to justify the performance of the Company and does not entail, therefore, an erroneous interpretation of the financial statements. Next, Mr. Casey asks to speak and states that the issue raised by the representative of ANSES with respect to losses in connection with an hypothetical application of the Media Law has no grounds. In that respect, Mr. Urricelqui states that the insistant remarks of that representative were responded from the start, when Mr. Urricelqui read the relevant part of Note 11 to the individual financial statements of the Company relating to the technical expertising that appears on the file where the constitutionalty of the Media Law is questioned. Mr. Urricelqui continues by saying that the representative of the ANSES tried to mislead the investor public by referring to a contingency for the supposed "spinoff" of Multicanal and Cablevisión. It is important to note that all the relevant issues relating to contingent situations are duly mentioned in the notes to the Financial Statements of the Company, as required by professional accounting standards. In particular, this situation is dealt with under Note 10.1.c. to the individual financial statements of the Company. Mr. Urricelqui continues by stating that this Board has always followed and continues to follow with capability, loyalty and diligence all actions of the National Goverment and the oversight agencies aimed at causing damage to the Company and its subsidiaries. Paradoxically, the principal mentor of many of these actions was Mr. Mario Guillermo Moreno, who presented himself at the Shareholders' Meeting as the paladin defender of the value of the Company, supposedly for the furtherance of the rights of minority shareholders. The Company has always complied with the law and has exercised all its rights before the judiciary in order to preserve the value of its assets for the benefit of all investors, to develop normally its business and be be able to offer its customers the best products and render the best services. The Board makes a note of all the statements made by the members of the Board. Below, the Board next considers the fourth point on the agenda: 4) Formal Notice of the criminal action brought by directors Rendo, Casey and Urricelqui. The Company as criminal plaintiff. Granting of judicial power of attorney. Mr. Casey asks to speak and informs the Board of Directors that, together with the Directors Messrs. Rendo and Urricelqui, he has filed a criminal claim against Messrs. Axel Kicillof, Mario Guillermo Moreno, Daniel Reposo, Alejandro Vanoli, Hernán Pablo Fardi and Héctor Helman in connection with what occurred in the midst of the Annual Ordinary General Shareholders' Meeting held the previous day, where they made statements and legal constructions that, although allegedly under the framework of the new Capital Markets Law, only sought to discredit the Board of Directors and caricaturise its management, creating the pretexts that would lead to a resolution decreeing the intervention of the Company pursuant to the new powers that Capital Markets Law No. 26,831 vests on the Argentine Securities Commission. In light of the above, having consulted with the Company's legal counsel, the President states that it would be convenient for the Company to become claimant in connection with the facts alleged by the abovementioned Directors, which is motioned as follows: (i) the constitution of the Company s claimant on Claim No. 3544/13, under Federal Court No. 6 against Messrs. Axel Kicillof, Mario Guillermo Moreno, Daniel Reposo, Hernán Pablo Fardi, Héctor Helman and Alejandro Vanoli, and any other participants who may arise from the investigation and in connection with the facts described therein, and any related facts that may arise from the progress of the investigation as a consequence of the charges brought and such charges as may eventually correspond, and (ii) to grant a special power of attorney to Doctors Alejandro Pérez Chada T. XXV F. 827 CSJN, María Masanti T. 90 F. 243 CPACF, Osvaldo Tévez T. 67 F. 939 CPACF, Francisco Pérez Chada T. 101 F. 835 CPACF, Santiago Rozas Garay T.91 F.592 CPACF, Anabella Castillo T. 74 F.322 CPACF, Jorge Sourigues T. 39 F. 910 CPACF, Mauricio de Nuñez T. 13 F. 228 CPACF, Guido Sciarreta T. 96 F. 490 CPACF and/or Candelaria Estevez T. 83 F. 444 CPACF, so that acting jointly, separately, alternatively or indistinctly, they may act as claimants in representation of the Company and/or carry out, in the same way, the decision adopted under point (i), above, by performing all necessary procedural actions to reach the sentencing of the guilty parties according to the charges invoked or such charges as may eventually correspond. Submitted to the vote of the Board, the motion is approved unanimously and the President and/or Vicepresident are authorized to execute the corresponding deed to grant the power of attorney. Without any further matters to discuss, the meeting is closed at 19.00 hours.