25 Apr 2016 07:00
GRUPO CLARIN S.A.
Grupo Clarín Responds Shareholder Information Request
On 22 April 2016, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that it had exchanged notes with a shareholder in connection with the agenda of the Extraordinary Shareholders' Meeting to be held on 25 April 2016.
Attached as Exhibit A is a free translation of the Company's response.
Enquiries:
In Buenos Aires:
Alfredo Marín/Agustín Medina Manson
Grupo Clarín
Tel: +5411 4309 7215
Email: investors@grupoclarin.com
In London:
Alex Money
Jasford IR
Tel: +44 20 3289 5300
Email: alexm@jasford.com
In New York:
Melanie Carpenter
I-advize Corporate Communications
Tel: +1 212 406 3692
Email: clarin@i-advize.com
EXHIBIT A
FREE TRANSLATION
Buenos Aires, 22 April 2016
To the Shareholder of
Grupo Clarín S.A.
National Social Security Administration (ANSES)
By Hand
Attn: Martín Juan Lanfranco
Dear Sir,
I, Alfredo Marín, in my capacity as Person in Charge of Relations with the Market of Grupo Clarín S.A. (hereinafter, interchangeably, the "Company" or "Grupo Clarín") hereby address You in response to your request for information, issued by means of a letter that was received at the headquarters of the Company on 20 April 2016.
Pursuant to the General Companies Law No. 19,550, we hereby respond to your request as follows:
1) Executed copy of the Minutes of the Board of Directors that calls the Ordinary Shareholders' Meeting.
Said minutes, with due identification of the signors, was made available to the general public through the Autopista de Información Financiera ("AIF") [online electronic disclosure system used by public companies] on 22.3.2016 under ID No. 4-377083-D. Notwithstanding the above, we enclose herein copy of such minutes.
2) Copy of the latest version of the restated Bylaws.
The Company's bylaws were made available to the general public on the AIF on 30.10.2007 under ID No. 4-85482-D. After that date there were no amendments to the bylaws. Therefore, the copy attached in response to the requests made by ANSES dated 18 April 2013, 18 February 2014, 15 April 2014 and 6 January 2016, corresponds to the latest version of the bylaws.
3) Current Composition of the Board of Directors (directors and alternate directors) with the dates on which they were appointed, and inform on the term of their office.
According to the minutes of the shareholders' meeting held on 28.04.15 (ID 4-303498-D); minutes of the meeting of the Board of Directors held on 24.11.15 (ID 4-349629-D), minutes of the meeting of the Board of Directors held on 15.12.15 (ID 4-355041-D) the current composition of the Board of Directors of the Company is the following:
Chairman: Jorge Carlos Rendo; Vice-Chairman: Alejandro Alberto Urricelqui; Directors: Pablo César Casey, Horacio Eduardo Quirós, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César Menzani, Gervasio Colombres and Sebastián Salaber.. Alternate Directors: Martín Gonzalo Etchevers, Hernán Pablo Verdaguer, Juan Ignacio Giglio, Francisco Iván Acevedo, Sebastián Bardengo, Carlos Rebay, Luis Germán Fernández and Jorge Ignacio Oria.
The terms of office of the abovementioned directors and alternate directors last one year.
4) Detail of the shareholder composition as of the date hereof.
As reflected in the Annual Financial Statements of the Company, its equity capital is of Ps. 287,418,584 represented by 75,980,304 common, nominative, non-endorsable Class "A" shares, with a par value of Ps. 1 and entitled to 5 votes per share; 186,281,411 common, book-entry Class "B" shares, with a par value of Ps. 1 and entitled to one vote per share; and 25,156,869 common, nominative, non-endorsable Class "C" shares, with a par value of Ps. 1 and entitled to one vote per share.
The Company keeps a record of the Class A and Class C Shares. According to that registry, GC Dominio S.A. holds 75,980,304 common, nominative, non-endorsable Class "A" shares, with a par value of Ps. 1 and entitled to 5 votes per share, representing 26.4% of the equity capital and 64.2% of the votes of the Company and GS Unidos, LLC holds 25,156,869 common, nominative, non-endorsable Class "C" shares, with a par value of Ps. 1 and entitled to one vote per share, representing 8.75% of the equity capital and 4.3% of the votes of the Company.
The Registry of Class "B" shares is kept by Caja de Valores S.A.
5) With respect to the following points of the agenda, we request:
a. (Point 2) Consideration of the documents set forth under Section 234, subsection 1 of Law No. 19,550 and related laws, corresponding to economic year No. 17 ended 31 December 2015.
The accounting documents corresponding to the economic year No. 17 ended on 31.12.15 is available to the shareholders both on AIF (ID 4-372993-D dated 10.3.2016) and on the Company's website (www.grupoclarin.com.ar) under the tab "Investor Relations". Notwithstanding the above, we enclose herein a copy of the Financial Statements of the Company for economic year No. 17 ended on 31.12.2015.
b. (Point 3) Consideration of the performance of the members of the Board of Directors.
Information referring to the performance of the Board of Directors, and if applicable, detail of participations in special commissions.
The members of the Board of Directors do not participate in special commissions. Instead, some of them carry out technical administrative functions. These are Messrs. Jorge C. Rendo, Alejandro A. Urricelqui, Pablo C. Casey and Mr. Horacio E. Quiros.
The description of the technical administrative functions carried out by these directors was included in the response to the request formulated by ANSES on 15 April 2014. Notwithstanding that, we include it below:
Mr. Jorge Carlos Rendo is the Corporate Director of External Relations.
His functions as Corporate Director of External Relations consist in establishing, developing and maintaining relationships with the Company, governmental agencies, professional associations, business chambers, companies, universities, NGOs, National and International Press and Communications entities; external professional groups. He is responsible for the management of the Company's reputation. He develops plans, programs and procedures aimed at strengthening the relations of the companies of Grupo Clarín with the community, businesses, governmental agencies and other public and private entities. He is responsible for the institutional relations of Grupo Clarín and of all its companies with the National Government, Provincial and municipal Governments, decentralised agencies, business entities, public welfare entities, national and international press organisations, companies and individuals. He is also in charge of the design of Corporate Social Responsibility policies and the design and implementation of the corporate communications strategy to develop the image, the brands and the relations of the company with society in the national and international fields, guaranteeing a clear identity before the various interest groups.
Mr. Alejandro Alberto Urricelqui is the Corporate Financial Director. He is therefore responsible for the financial direction of Grupo Clarín. As such, he oversees all areas of the Finances of the companies that comprise Grupo Clarín, directs the financial planning and leads all financial aspects of the operations of the company as a whole. He develops investment policies, oversees the financial evolution of current businesses, the creation of new companies, the solicitation of partners and investors and the relations with national and international sources of financing, banks, stock exchanges and national and international private investors. The Corporate Financial Director advises businesses about the way to accomplish their objectives and to create investment capital. He also manages financing through equity and loans, uses financial models aimed at predicting results, negotiates and structures general information to make financial decisions, makes contact with the parties involved in transactions and participates in negotiations, assesses financial risks. In his capacity as Corporate Financial Director, he intervenes in discussions about tax and insurance matters; has relationship with investors, accountants, lawyers, financial and tax experts, regulating agencies; decides with respect to proposals of competitive offers and formal business presentations; identifies mergers and acquisitions, and additionally manages and invests monetary funds.
Mr. Pablo César Casey is the Institutional Relations Manager. As such, he has among his functions the planning, development and implementation of institutional relation strategies. To that end, he develops plans, programs and procedures aimed at strengthening the relations of the companies of Grupo Clarín with the community, businesses, governmental agencies and other public and private entities. He promotes and maintains the management of agreements at the institutional level. He analyses the institutional commitments created for the companies pursuant to national and international agreements and acts to care for their due compliance.
He participates and collaborates in institutional activities of the Company, the Board of Directors and other upper-level bodies of the companies.
He carries out other related functions at the request of the Company's Management, always protecting the corporate interest of the Company.
He represents the Company institutionally before business entities related with the activity of the Company and its subsidiaries, both in the Republic of Argentina and abroad.
Mr. Horacio Eduardo Quirós is the Corporate Director of Human Resources and Corporate Affairs.
As Corporate Director of Human Resources and Corporate Affairs he is responsible for the management of people throughout Grupo Clarín. He formulates the Human Resources strategies and policies for the Group. He supervises compliance with such policies and seeks to create the best conditions for the performance and development of the people and the cultural integration of the various business units. He provides guidance and control in Human Resources issues to the entire structure of the Group and its subsidiaries. He proposes and executes the Leadership and Management Development improvement programs. He has functional supervision and coordinates the actions of the Human Resources Divisions of the various business units. He exercises functional supervision of the Human Resource Services Division of the Shared Services Centre. He leads the actions of "Climate and Commitment," performance management and potential. He designs compensation programs and competitive benefits in the various markets in which the Group acts, seeking to attract, motivate and retain talent. He generates information about the Group's human resources. He manages directly the selection of executives. He strives to ensure compliance with labour, social security and tax legislation and compliance with collective bargaining agreements. He works to achieve the best possible alignment of the workforce and business strategy and the greatest effectiveness of human resources. He develops and manages integral internal communication programs. He is responsible for the relationship with employees and their representatives. He participates in business chambers and leads tri-partite collective negotiations. He establishes ethics programs and the business code of conduct. He manages rotation and promotion programs, internal searches and programs for the attraction and development of young professionals.
c. (Point 4) Consideration of the compensation of the members of the Board of Directors for the economic year ended 31 December 2015 Authorisation to the Board of Directors to pay advances on compensation for economic year 2016, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Board of Directors is considered;
Inform the breakdown of the proposed amount by Director and by type of compensation (directors' fees, members of the audit committee, members of the Task Force to Conform to the Media Law, fees for executive functions, etc.). We also ask that you please inform whether any directors are also employees of the Company and, if so, the amount of their salaries in each case. Additionally, we ask that you provide the amounts paid as Directors' Fees in fiscal years 2014, 2013 and 2012. Finally, we ask that you break down by Director the amounts advanced during fiscal year 2015 and the proposal for advances for fiscal year 2016, if applicable, all with the same breakdown referred to above.
As provided under Section 75 of Decree No. 1023/2013 and Interpretative Criterion No. 45, the Company has informed the CNV through the AIF as restricted access information, the individual compensation of Directors and syndics.
The Directors who are members of the Audit Committee do not receive additional compensation to perform their functions as members of such committee.
The Directors who are members of the Task Force do not receive additional compensation to perform their functions as members of such team either.
Messrs. Jorge C. Rendo, Alejandro A. Urricelqui, Pablo C. Casey and Horacio Eduardo Quirós are employees of the Company and as such, they are compensated with salaries for the tasks they carry out with the Company and also received compensation as members of the Board of Directors.
The Chart of Allocations to the Board for the fiscal year ended on 31.12.2015 was submitted to the Argentine Securities Commission through AIF.
As reflected in the respective minutes of the shareholders' meetings that consider the financial statements corresponding to fiscal years 2014, 2013 and 2012, made available to the Shareholders on the AIF under ID Nos. 4-303498-D, 4-171156-D and 4-152489-D, respectively, the amounts paid to Directors have been the following:
Shareholders' Meeting held on 25 April 2013 - Fiscal Year ended 31.12.2012: Directors who carried out technical - administrative functions on a permanent basis under the terms of Section 261 of the Argentine Business Associations Law: Pesos seven million nine hundred twenty four and 74/100 nine months (Ps. 7,924,074) aggregate gross compensation collected on all accounts. Directors appointed by the class "B" and "C" shares: Pesos two million thirty four thousand eight hundred fifty six (Ps. 2,034,856), all as duly reported to the CNV pursuant to applicable laws.
Shareholders' Meeting held on 29 April 2014 - Fiscal Year ended 31.12.2013: Directors who carried out technical - administrative functions on a permanent basis under the terms of Section 261 of the Argentine Business Associations Law: Pesos nine million nine hundred seventy one thousand two hundred forty eight (Ps. 9,971,248) aggregate gross compensation collected on all accounts. Directors appointed by Classes "B" and "C": Pesos two million two hundred forty thousand five hundred seventy two (Ps. 2,240,572), all as duly reported to the CNV pursuant to applicable laws.
Shareholders' Meeting held on 28 April 2015 - Fiscal Year ended 31.12.2014: Directors who carried out technical - administrative functions on a permanent basis under the terms of Section 261 of the Argentine Business Associations Law: Pesos twenty two million two hundred sixty four thousand four hundred ninety six (Ps. 22,264,496) aggregate gross compensation collected on all accounts. Directors appointed by Class "A": Pesos four million seven hundred six thousand two hundred forty eight (Ps. 4,706,248). Directors appointed by Class "B": Pesos one million four hundred three thousand one hundred forty two (Ps. 1,403,142). Directors appointed by Class "C": Pesos one million one hundred ninety seven thousand four hundred twenty eight, all as duly reported to the CNV pursuant to applicable laws.
We note that Directors who are employees of the Company have been compensated with salaries (not directors' fee advances) in aggregate until 31.12.2015, in the amount of Ps. 14,682,498.
With respect to your concern about the amounts advanced during fiscal year 2015, the amount was of Ps 9,700,00
The proposal relating to advances for fiscal year 2016 is estimated at Ps. 12,610,000.
d. (Point 5) Consideration of the performance of members of the Supervisory Committee
Information relating to the performance of the Supervisory Committee with express individualisation of its members.
We also ask to know what was the role of the Supervisory Committee with respect to [the Company's actions to] conform to the Media Law, and we request the minutes of the meetings of the Supervisory Committee in which this subject was discussed.
The Supervisory Committee of Grupo Clarín S.A. is composed by the members Messrs. Pablo San Martín, Carlos Di Candia and Raúl Morán, appointed at the General Annual Shareholders' Meeting of the Company held on 28 April 2015. The duties of the syndics are set forth under the General Companies Law No. 19,550, under Section 294. In connection with the abovementioned duties, and as stated in response to the request submitted by ANSES on 15 April 2014 and 2015, the members of the Supervisory Committee during fiscal year 2015 have: (i) overseen the management of the Company, examining the books and such documents as they have judged convenient, at least once every three (3) months; (ii) verified in the same way and with the same regularity the cash, cash equivalents and securities held by the Company as well as its obligations and their fulfilment; (iii) attended all the meetings of the Board of Directors and Shareholders' Meetings; (iv) controlled the creation and maintenance of the Directors' guarantees; (v) presented quarterly and annual reports on the economic and financial condition of the Company, and given their opinion on the Board's annual report, the inventory and financial statements; (vi) overseen that the corporate bodies have duly complied with the law, bylaws and shareholders' decisions.
e. (Point 6) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2015. Authorisation to the Board of Directors to pay advances on compensation for economic year 2016, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered.
Inform the breakdown of the proposed amount with express individualisation by syndic, and advances paid during fiscal year 2015, as well as the breakdown of the amount of advances proposed by the syndic for fiscal year 2016. We also request the amounts paid as fees to the Supervisory Committee in fiscal years 2014, 2013 and 2012 as well as any other supporting information that may accompany this point.
As provided under Section 75 of Decree No. 1023/2013 and Interpretative Criterion No. 45, the Company has informed the CNV through the AIF as restricted access information, the individual compensation of Directors and syndics.
The proposal for advances during fiscal year 2016 is estimated at Ps. 550,000 for each member of the Supervisory Committee.
As reflected in the respective minutes of the shareholders' meetings held in 2013, 2014 and 2015, made available to the Shareholders on the AIF under ID Nos. 171156-D, 4-192068-D, 4-303498-D, respectively, the amounts paid to the Members of the Supervisory Committee have been the following:
Shareholders' Meeting held on 25 April 2013 - Fiscal Year ended 31.12.2012. Pesos two hundred thousand (Ps. 200,000) to each member.
Shareholders' Meeting held on 29 April 2014 - Fiscal Year ended 31.12.2013. Pesos two hundred fifty thousand (Ps. 250,000) to each member.
Shareholders' Meeting held on 28 April 2015 - Fiscal Year ended 31.12.2014. Pesos three hundred twenty five thousand (Ps. 325,000) to each member.
f. (Point 7) Consideration of the application of the Company's Retained Earnings as of 31 December 2015, which are of Ps. 1,884,929,369. Distribution of dividends and Integration of Reserves. The Board proposes the following allocation: a) Distribution of cash dividends: Ps. 300,000,000 and b) Integration of the existing Optional Reserve for future dividends: Ps. 1,584,929.
Considering that the Company is a holding company whose results are originated primarily as a consequence of the operations of its subsidiaries, its liquidity depends, among other things, on the distribution of dividends by the companies in which Grupo Clarín S.A. participates, on the contributions required by other subsidiaries and on the cashflows on the operating and financial activities expected for the future. Based on that, the Board of Directors deemes it reasonable and in accordance with prudent management to propose that the Shareholders allocate the results of the year, which were of Ps. 1,884,929,369 to the payment of dividends and to the existing Reserve for future dividends, in accordance with the following detail: (i) Ps. 300,000,000 to the Distriibution of Dividends, payable within thirty days of the Shareholder's Meeting, and (ii) the balance, i.e. Ps. 1,584,929,369 to the Reserve for future dividends. The proposed distribution of cash dividends does not compromise a reasonable and prudent management of contingencies and of the liquidity level that the Company considers if will have in order to face their cancellation.
g. (Point 8) Appointment of the members and alternate members of the Board of Directors;
Inform the names proposed by the controlling shareholder and any other information referred to this point.
To date the Company has not received any proposal from any shareholder with respect to the appointment of the members and alternate members of the Board of Directors.
h. (Point 9) Appointment of the members and alternate members of the Supervisory Committee;
Inform the names proposed by the controlling shareholder and any other information referred to this point.
To date, the Board has not received any proposal from any shareholder with respect to the appointment of the members and alternate members of the Supervisory Committee.
i. (Point 10) Approval of the annual budget of the Audit Committee;
Inform the amount of the budget for the Audit Committee for fiscal year 2016 and the amounts budgeted and real amount executed for this purpose in fiscal years 2015, 2014, and 2013, as well as any other supporting information that may accompany this point.
The Board of Directors has proposed that the amount of the annual budget of the Audit Committee for fiscal year 2016 be of Ps. 700,000.
We inform that the amounts of the budget of the Audit Committee duly approved by the shareholders at the shareholders' meetings held in 2013, 2014 and 2015, uploaded onto the AIF under ID Nos. 4-152489-D 4-192068-D and 4-225628-D, respectively, were fully executed.
j. (Point 11) Consideration of the fees of the External Auditor for the economic year ended 31 December 2015;
Inform on the proposal of the amount of fees payable to the External Auditor corresponding to the economic year ended 31 December 2015, as well as the real amount used during fiscal years 2014, 2013 and 2012; and any other supporting information that may accompany this point.
Below we inform the aggregate amount for Grupo Clarín S.A. of the fees of the external auditor Price Waterhouse & Co. S.R.L. corresponding to work related to:
- the issuance of its limited review report on the financial statements, both individual and consolidated, for the interim periods ended 31 March, 30 June and 30 September of each year;
- the issuance of its audit report on the individual and consolidated financial statements as of 31 December of each year;
- the issuance of its audit reports on the consolidated financial statements issued in the English language, to be filed with the LSE as of 31 December of each year.
Amounts in thousands of Ps. | |||
2015 | 2014 | 2013 | 2012 |
2,118 | 1,580 | 1,738 | 1,435 |
k. (Point 12) Consideration of the extension of the maximum term of three years during which Price Waterhouse & Co. SRL will perform auditing tasks for the Company, pursuant to Section 28 of chapter III of title II of the Rules of the National Securities Commission (as restated in 2013 and amended) for fiscal years 2016, 2017 and 2018. Appointment of the Company's External Auditor.
We request copy of the Minutes of the Shareholders' Meeting at which the External Auditor was appointed, as well as copy of the Minutes of the meetings at which the Board of Directors, the Audit Committee and the Supervisory Commission expressed the reasons that ground the extension of the rotation term of the appointed external auditor.
Finally, please provide any other supporting information relating to this point.
The minutes of the Shareholders' Meeting at which Price Waterhouse & Co. SRL was appointed as External Auditors, dated as of 28 April 2015, was uploaded onto the AIF under ID 4-303498-D.
The minutes of the meetings at which the Board of Directors, the Audit Committee and the Supervisory Commission expressed the reasons that ground the extension of the rotation term of the appointed external auditor are available on the AIF under ID 4-383635-D, 4-377085-D and 4-376780-D.
We state for the record that this response, together with its request, shall be made available to the general public through AIF and the Buenos Aires Stock Exchange.
We are at your disposal to make any clarifications that you may deem relevant.
Sincerely,
/s/ Alfredo Marín