28 Apr 2014 07:45
Minutes of the Meeting of the Board of Directors: In the City of Buenos Aires, on the 24th day of the month of April 2014, at 10.00 hours, the Board of Directors of Grupo Clarín S.A. (the "Company") meets at the Company's headquarters on calle Piedras 174, Federal Capital, with the presence of Messrs. Directors Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo Casey, Saturnino Lorenzo Herrero Mitjans, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César Menzani, Luis María Blaquier y Sebastián Bardengo, and of the undersigned members of the Supervisory Committee. Mr. Jorge C. Rendo opens the meeting and submits the first point of the agenda to the consideration of those present: 1) Proposal for the appointment of External Auditors. Mr. Rendo continues to speak and states that, as the Directors know, pursuant to current regulations, at the General Ordinary Shareholders' Meeting, under point 12, the shareholders must consider the appointment of the external auditors of the Company. Therefore, the Chairman expresses the convenience that, within the framework of the new CNV Rules, this Board propose to the Shareholders the appointment of external auditors for the Company for the economic year that will end on 31 December 2014. For that purpose, Mr. Urricelqui makes a presentation about the credentials of Price Waterhouse & Co S.R.L., current auditing firm, which has a prestige that places it as one of the most recognised auditing firms in the market, both at the national and international levels, as well as the professionalism of its work, experience and independence. Additionally, Mr. Urricelqui states that the continuity of the current auditing firm is of vital importance to the Company given the particular and extraordinary circumstances in which the Company has been placed as a consequence of the process to conform the Company to the requirements of the Audiovisual Communication Services Law, which is fully known by the auditing firm. Consequently, the Chairman motions that this Board, given the reasons explained and the opinion and advice received on this matter, propose to the Shareholders at the General Ordinary Shareholders' Meeting to be held next 29 April of the current year, the appointment of the certified public accountants Teresita Mabel Amor and Alejandro Pablo Frechou, both members of the abovementioned firm Price Waterhouse & Co S.R.L., as External Auditors, principal auditor and alternate. The Affidavits of the proposed auditors have been sent to the CNV through the Autopista de Información Financiera ("AIF") [online electronic disclosure system used by public companies]. The motion is submitted to the vote [of the Directors] and is approved unanimously. The decision will also be informed to the Audit Committee so that they may issue their opinion pursuant to applicable regulations. Next, the Chairman submits to the consideration of the Board the second point of the agenda, which reads: 2) Audit Committee Budget Proposal for Fiscal Year No. 16, ending on 31 December 2014. The Chairman, Jorge C. Rendo, speaks and states that he has received a Note signed by Dr. Alberto Menzani, in his capacity as Chairman of the Company's Audit Committee, that contains the Audit Committee's proposal en connection with its annual budget for the performance of its functions, estimated at Ps. 500,000, which will have to be considered by the shareholders at the General Ordinary Shareholders' Meeting called for 29 April 2014. After an extensive debate and taking into account the functions that are set for the Audit Committee by current laws, the tasks detained in the Annual Action Plan for fiscal year 2014, and the price increases estimated for fiscal year 2014, the Board unanimously approves to propose an annual Budget for the Audit Committee of Ps. 500,000, which will be submitted to the consideration of the shareholders at the General Ordinary Shareholders' Meeting called for 29 April 2014. With no further items to discuss, the meeting is adjourned at 11.00 hours.
Signors for the Board of Directors:Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo Casey, Saturnino Lorenzo Herrero Mitjans, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César Menzani, Luis María Blaquier and Sebastián Bardengo.
Signors for Supervisory Committee: Carlos P. Di Candia and Raúl Morán.