24 Apr 2015 07:39
GRUPO CLARIN S.A.
Grupo Clarín Board Proposes External Auditors for 2015
On 23 April 2015, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 22 April 2015 the Board of Directors of the Company had held a meeting at which it decided to propose that the shareholders of the Company appoint Price Waterhouse & Co S.R.L. as external auditors for fiscal year 2015 at the General Ordinary Shareholders' Meeting to be held next 28 April 2015. They also decided to propose an annual budget of Ps. 600,000 for the Audit Committee to perform its functions during fiscal year 2015. The Audit Committee, in turn, held a meeting at which it issued a unanimous opinion in favour of the appointment of Price Waterhouse & Co S.R.L. as external auditors for fiscal year 2015.
Attached below as Exhibits A and B, respectively, are free translations of the minutes of the meeting of the Board of Directors and the meeting of the Audit Committee, both held on 22 April 2015.
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
Minutes of the Meeting of the Board of Directors No. 312: In the City of Buenos Aires, on the 22nd day of the month of April 2015, at 15.00 hours, the Board of Directors of Grupo Clarín S.A. (the "Company") meets at the Company's headquarters on calle Piedras 1743, Federal Capital, with the presence of Messrs. Directors Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Saturnino Lorenzo Herrero Mitjans, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César José Menzani and Sebastián Salaber, 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 to be held on 28 April 2015, under point 12, the shareholders must consider the appointment of the external auditors of the Company. Therefore, the Chairman expresses the convenience that this Board propose to the Shareholders the appointment of external auditors for the Company for the economic year that will end on 31 December 2015. 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, propose to the Shareholders at the General Ordinary Shareholders' Meeting to be held next 28 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 principal and alternate External Auditors. 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. 17, ending on 31 December 2015. 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 in connection with its annual budget for the performance of its functions, estimated at Ps. 600,000, which will have to be considered by the shareholders at the General Ordinary Shareholders' Meeting called for 28 April 2015. After an extensive debate and taking into account the functions that are set for the Audit Committee by current laws, the tasks detailed in the Annual Action Plan for fiscal year 2015, and the price increases estimated for fiscal year 2015, the Board unanimously approves to propose an annual Budget for the Audit Committee of Ps. 600,000, which will be submitted to the consideration of the shareholders at the General Ordinary Shareholders' Meeting called for 28 April 2015. With no further items to discuss, the meeting is adjourned at 16.00 hours.
SIGNORS
MEMBERS OF THE BOARD OF DIRECTORS
Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Saturnino Lorenzo Herrero Mitjans, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César José Menzani and Sebastián Salaber
SUPERVISORY COMMITTEE
Carlos P. Di Candia and Raúl Antonio Morán.
Exhibit B
FREE TRANSLATION
Minutes of the Meeting of the Audit Committee No. 134: In the City of Buenos Aires, on the 22nd day of the month of April 2015, at 18.00 hours, the Audit Committee of Grupo Clarín S.A. (the "Company") meets at the Company's headquarters on calle Piedras 1743, Federal Capital, with the presence of Messrs. Directors Alejandro Alberto Urricelqui, Alberto César Menzani and Lorenzo Calcagno. Mr. Urricelqui opens the meeting, and since there is sufficient quorum, he submits to the consideration of the Committee the only point of the agenda: "Opinion of the Audit Committee on the proposal of the Board to the Shareholders relating to the appointment of the External Auditor". Mr. Menzani speaks and states that the Board of Directors has decided to propose the firm Price Waterhouse & Co S.R.L., of recognized national and international credentials, and the appointment of Ms. Teresita Mabel Amor and Mr. Alejandro Pablo Frechou, both members of that firm, as external auditor and alternate external auditor of the Company, respectively, to be considered by the shareholders at the General Ordinary Shareholders' Meeting to be held next 28 April 2015 for the fiscal year ending on 31 December 2015. Taking into account Mr. Menzani's words, pursuant to Section 110, Subsection a) of Law No. 26,831, this Committee must issue an opinion on the proposal of the Board of Directors that was expressed above. For that purpose, the members of the Audit Committee debate about the credentials of the auditing firm and of the partners that will be appointed, highlighting that the current firm of External Auditors of the Company, Price Waterhouse & Co S.R.L., have a prestige that places them among the most recognised auditing firms in the market, both at the national and international levels. The Audit Committee analyses the reasons invoked by the Board of Directors as grounds to propose the continuity of the current firm of external auditors. Also, the Chairman indicates that the Audit Committee has had the opportunity to evaluate in previous fiscal years, the planning, performance and independence of such auditing firm and has no observations to make. Therefore, in light of the above, the Audit Committee's opinion is unanimously in favour of the proposal of the Board of Directors for the appointment of Teresita Mabel Amor and Alejandro Pablo Frechou, both members of Price Waterhouse & Co S.R.L., as External Auditors, principal auditor and alternate, respectively, of the Company, for the economic year that will end on 31 December 2015. In light of the above, and with no further items to consider, the meeting is adjourned at 19.00 hours.
Signing on behalf of the Audit Committee: Urricelqui, Menzani and Calcagno.