Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
Investor Relations |
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(+55 61) 3415-1140 |
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ri@brasiltelecom.com.br |
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www.brasiltelecom.com.br/ir/ |
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Media Relations |
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(+55 61) 3415-1378 |
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cesarb@brasiltelecom.com.br |
Free Translation
BRASIL TELECOM PARTICIPAÇÕES S.A.
CORPORATE TAXPAYER REGISTRATION 02.570.688/0001 -70
BOARD OF TRADE 53.3.0000581 -8
PUBLICLY HELD COMPANY
Minutes of the Board of Directors Meeting,
Held on March 27th, 2006
Date, Time and Place:
On the 27th of March, 2006, at 10:00 a.m., in the city of Brasília, Federal District at SIA SUL, ASP, Lote D, Bloco B.
Summons:
Summons made pursuant to the provisions of the sole paragraph of article 27 of Brasil Telecom Participações S.A. (BTP or Company)s By-laws, by letter subscribed by the Chairman of BTPs Board of Directors, Mr. Sergio Spinelli Silva Junior.
Presence:
The following effective members of the Companys Board of Directors were present: Messrs. Sergio Spinelli Silva Junior, Pedro Paulo Elejalde de Campos, Elemér André Surányi, Lênin Florentino de Faria and Ricardo Ferraz Torres. Still present were Messrs. Ricardo Knoepfelmacher, Chief Executive Officer, Charles Laganá Putz, Chief Financial Officer and Investor Relations Officer, Fabio de Oliveira Moser, Corporate Governance Officer and Darwin Corrêa, Legal Officer. Also present were the following effective members of BTPs Fiscal Council: José Arthur Escodro, Fabio Takiy Sekiguchi and Rosalia Maria Tereza Sergi Agati Camello. Still present were the representatives of KPMG Independent Auditors.
Meetings Board:
President: Sergio Spinelli Silva Junior
Secretary: Hiram Bandeira Pagano Filho
Days Agenda:
1. | Take a position, in compliance with article 142 of Law 6,404/76, regarding the Companys Management Report, Managements Accounts and the Financial Statements associated to the fiscal year ended on December 31, 2005; | ||
2. | Take a position regarding the Managements proposal for the civil responsibility lawsuit, in compliance with art. 159 of Law 6,404/76 to be submitted to the Shareholders Meeting; | ||
3. | Take a position, in compliance with article 142 of Law 6,404/76, regarding the Destination of the Companys Net income and the Distribution of Dividends associated to the fiscal year ended on December 31, 2005; | ||
4. | Take a position on the proposal for the global amount for the compensation of the Companys Management, to be submitted to the Shareholders Meeting; | ||
5. | To make a resolution regarding the Senior Managements proposal for Brasil Telecom S.A.s fund raising plan, assured by the Company; | ||
6. | Approval of the Senior Managements proposal regarding the Companys new Financial Investments Policy; | ||
7. | To make a resolution regarding the summons of BTPs Ordinary General Shareholders Meeting and Extraordinary General Shareholders Meeting, to make resolutions on the following matters: | ||
Ordinary Shareholders Meeting | |||
(1) | Take the Managers Accounts, examine, discuss and vote the Financial Statements and the Management Report, related to the fiscal year which ended on December 31, 2005; | ||
(2) | Make a resolution on the proposal for the civil responsibility lawsuit, in compliance with art. 159 of Law 6,404/76; | ||
(3) | Make a resolution regarding the destination for the net income of the fiscal year and the distribution of dividends; | ||
(4) | Elect the effective and alternate members of the Fiscal Council, setting the individual compensation of its members; and | ||
(5) | Elect the effective and alternate members of the Board of Directors due to the vacancy of the aforementioned positions, to complete the mandates. | ||
Extraordinary General Shareholders Meeting | |||
(1) | Set the global amount for the compensation of the Companys management; | ||
(2) | Make a resolution on the proposal for the civil responsibility lawsuit, in compliance with art. 159 of Law 6,404/76, regarding the managements acts which happened in fiscal years previous to 2005; and | ||
(3) | Make a resolution regarding the review of the Companys By-Laws, related to the matters of article 34, in accordance to the Managements proposals, as well as to authorize the consolidation of the By-Laws. | ||
10. |
Approve pledge agreement to be celebrated among Brasil Telecom Participações S.A. and the Company, in accordance with the Senior Managements Proposal; and |
11. | Recognize the request for dismissal presented by Mr. Marcel Cecchi Vieira, alternate member of the Companys Board of Directors, and make a resolution regarding the election of the respective member, to complete the mandate, in compliance with art. 150 of Law 6,404/76. |
Resolutions
Initially, the Board of Directors resolved, by unanimous decision, that these minutes of the Board of Directors Meeting be drafted in the summarized form, in compliance with the Law. The presentation of protests and manifestations are optional and shall be received by the Meetings Board and filed at the Companys headquarters.
Subsequently, the President declared to have received the Minutes of Invitel S.A.s Previous Shareholders Meeting, held on March 24, 2005 (Doc. 01), and the Minutes of Brasil Telecom Participações S.A.s Previous Shareholders Meeting, held on March 24, 2006 (Doc. 02), which contain vote instructions to be followed in this conclave by the Companys Board of Directors members appointed by Invitel, being stressed that the Board of Directors members will be allowed to freely express themselves regarding items 1 and 2 of the Days Agenda.
Proceeding to the resolutions on the Days Agenda, the President proposed that items 1 and 2 of this Meetings Agenda were analyzed together, since they are inherently related.
Following, the Senior Management presented the Financial Statements and the Management Report, associated to the fiscal year ended on December 31st, 2005, clarifying the Board of Directors members doubts and queries.
Regarding the Senior Managements accounts, the current officers clarified, among others, the results obtained in connection with the investigation on the management acts of the Companys former management, appointed by the Opportunity Group.
Along with the Board of Directors members were discussed the complaints filed at the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários CVM) on December 12, 2005 and March 21, 2006, regarding the managements acts undertaken between January 1st and September 30th, 2005, as well as previous fiscal years, the highlights of the exposition, without harm to other acts undertaken and other facts which occurred in that period, having been the following cases: (i) Telecom Capital Fund, which involves companies under Opportunitys group control and the acquisition of shares issued by Telpart Participações S.A., a company which controls Telemig Celular S.A. and Amazônia Celular S.A.; (ii) Kroll, through which the Company hired investigation services for purposes contrary to the Companys best interests; and (iii) expenses incurred by the Company in connection with legal fees.
The Senior Management also commented on the legal actions taken so far by the Company in order to seek reparation for the losses caused by the former management, as well as the arbitration recently initiated against TIM International N.V. and TIM Brasil e Serviços e Participações S.A., subject-matter of a material fact disclosed on March 16, 2006.
Following, the Senior Management ratified the terms of its Proposal, previously submitted to the Board of Directors Members, in which it recommends that its members recommend to the Shareholders Meeting that:
In Ordinary General Shareholders Meeting | ||
(1) | Rejects the Senior Managements accounts regarding the period between January 1st and September 30th, 2005, thus reaching all the acts of the former management, and approves the accounts of the new management regarding the remaining part of 2005; | |
(2) | Approves the Financial Statements and the Management Report regarding the fiscal year ended on December 31st, 2005; | |
(3) | Authorizes the Company to file civil responsibility lawsuits that are applicable against its former management, associated to the acts and facts reported to the regulatory body, which happened during 2005. | |
In Extraordinary Shareholders General Meeting: | ||
(1) | Authorizes the Company to file the civil responsibility lawsuits that are applicable against its former management, associated to the acts and facts reported to the regulatory body, which happened before 2005. |
Once the Senior Managements explanations regarding items 1 and 2 of the Days Agenda was completed, the President of the Board put the referred matters to the vote. Regarding item 1 of the days agenda, it was approved by the unanimity of the votes cast, the Management Report, the Senior Managements Accounts and BTPs Financial Statements, all of which related to the fiscal year ended o December 31st, 2005, with reservations to the management acts of the former management, as indicated below.
Following, the Board of Directors member who were present registered their absolute displeasure and surprise regarding the former managements acts associated to the Opportunity Group, exposed by the Company to CVM and stressed during the presentation made by the Senior Management to the Board of Directors. The abovementioned Board of Directors Members acknowledged the efforts of the current Senior Management which, in a few months, was able to conduct investigations and take actions to defend and preserve the Companys rights, regarding the former management which under the leadership and guidance of the Opportunity Group ruled the Company for approximately seven (7) years.
Still regarding to item 1 of the Days Agenda, the Board of Directors members expressed their disapproval for the management acts practiced by the former management, specially regarding the actions undertaken by the former management between January 1st and September 30th, 2005. In light of the foregoing, the referred Board of Directors members decided, when analyzing the managements accounts, once again highlight the merit of the current Senior Management, fully approving its accounts, expressing, however, the most incisive reservation regarding the period between January 1st and September 30th, 2005. Thus, the majority of this collegiate, represented by the members indicated above, expressed itself in the sense that the reservation and rejection of the acts of the Companys former management, regarding the period between January 1st and September 30th, 2005, represents the exclusion of any presumption of legitimacy or legality of such acts, therefore the Companys rights to seek the recovery of the losses incurred as a result of the acts practiced during that period are hereby preserved.
Accordingly, the Board of Directors decided to recommend to the General Shareholders Meeting that it fully approves the Companys current Managements Accounts, with no reservation regarding the period initiated on October 1st and ended on December 31st, 2005.
However, a reservation is made regarding the Companys former managements acts undertaken between January 1st and September 30th, 2005, in order to exclude any presumption of legitimacy or legality of the acts undertaken by the former management and thereby protect the Companys rights to take any action against the former management.
Regarding item 2 of the Days Agenda, in compliance with article 158 of Law 6,404/76 and the facts indicated in the presentation made during this meeting by BTs Senior Management, it was approved by the unanimity of the Board of Directors members that the Senior Managements proposal and recommendation to file civil responsibility lawsuit against the former management be submitted to the General Shareholders Meeting, with such recommendation being detailed below.
The Board of Directors members expressed their opinion that the facts highlighted in the presentation made by the Senior Management justify the submission of BTs Senior Managements Proposal to the Companys shareholders to take all necessary legal action against the former management. Additionally, the Boards manifestation was approved, and shall be presented to the Companys shareholders, in the sense of recommending the approval, by the General Shareholders Meeting, of the proposal to take any applicable legal action against the former management involved in illicit acts identified by the Company, for the damages caused to BTP as a result of the acts and facts highlighted in the presentation made to this Board by the Senior Management, without harm to the Senior Managements right to present to this Board and/or the General Shareholders Meeting other claims against the former management which are necessary for the preservation of the Companys best interests. It is hereby understood that this resolution does not preclude the management right and duties to submit to the Companys General Shareholders Meeting, other offenses practiced by the former management which may be identified and submitted to assessment of damages and losses in court, or to imposition of liability, in compliance with the applicable legislation.
Proceeding to the resolution on item 3 of the Days Agenda, it was approved by the unanimity of the Board of Directors members who were present, the Proposal for Destination of Net Income (Loss) and the Proposal for BTPs Distribution of Dividends, regarding the fiscal year ended on December 31st 2005, associated to the proposals and material presented to this Board. The Board of Directors members also recommended the approval of the aforementioned documents in the Ordinary General Shareholders Meeting.
Following, the President put to the vote item 4 of the Days Agenda, the proposal of the global amount for the compensation of BTPs managements, to be submitted to the General Shareholders Meeting, which was approved by the unanimity of the Board of Directors members who were present.
Regarding item 5 of the Days Agenda, it was approved by the unanimity of the Board of Directors members, the Senior Managements proposal regarding Brasil Telecom S.A.s fund raising plan, assured by BTP, which is filed at the Companys headquarters. The Board of Directors members authorized the Senior Management to take all the necessary actions for the implementation of the referred assurance.
Regarding item 6 of the Days Agenda, the unanimity of the Board of Directors members approved the Senior Managements proposal associated with the Companys new Financial Investments Policy.
Proceeding to item 7 of the Days Agenda, as follows, which was approved by the unanimity of the Board of Directors members who were present, BTPs Senior Managements proposal to summon Ordinary General Shareholders Meeting and Extraordinary General Shareholders Meeting, to be held on April 28, 2006, at 2 p.m., in order to make resolutions on the following matters:
Ordinary General Shareholders Meeting | ||
(1) | Take the Managers Accounts, examine, discuss and vote the Financial Statements and the Management Report, related to the fiscal year which ended on December 31, 2005; | |
(2) | Make a resolution on the proposal for the civil responsibility lawsuit, in compliance with Law 6,404/76; | |
(3) | Make a resolution regarding the destination for the net income (loss) of the fiscal year and the distribution of dividends; | |
(4) | Elect the effective and alternate members of the Fiscal Council, setting the individual compensation of its members; and | |
(5) | Elect the effective and alternate members of the Board of Directors due to the vacancy of the aforementioned positions, to complete the mandates. | |
Extraordinary General Shareholders Meeting | ||
(1) | Set the global amount for the compensation of the Companys management; | |
(2) | Make a resolution on the proposal for the civil responsibility lawsuit, in compliance with Law 6,404/76, regarding the managements acts which happened in fiscal years previous to 2005; | |
Furthermore, the Board of Directors members who were present, approved unanimously the summoning of Extraordinary General Shareholders Meeting to be held on April 28, 2006, at 5:00 p.m., to make resolutions on the following matters: | ||
(1) | Make a resolution regarding the review of the Companys By-Laws, related to the matters of article 34, in pursuance with the Managements proposals, as well as to authorize the consolidation of the By-Laws. |
Item 8 of the Days Agenda was put to the vote, being approved unanimously by the Board of Directors members who were present, the execution by BTP of a pledge agreement (fiança) with Brasil Telecom S.A., pursuant to the Senior Managements proposal.
Finally, the President put to the vote item 9 of the Days Agenda, which was approved unanimously, the appointment of Mrs. Mariana Meneghetti Sarmento, Brazilian, single, lawyer, domiciled in the city and state of Rio de Janeiro, at Rua Lauro Müller, nº 116, 22º andar, sala 2201, bearer of the Identity Card OAB/RJ 111,864, registered under the Federal Revenue Service with CPF/MF 069.991.807 -33, pursuant to the terms of article 150 of Law 6,404/76. The President registered the receipt of Mrs. Mariana Meneghetti Sarmentos résumé.
Closing:
With nothing further to be discussed, the meeting was closed and these Minutes of the Board of Directors Meeting were drafted, which, once read and approved, were signed by the present Boards Members.
Brasília, March 27, 2006.
Sergio Spinelli Silva Junior | Hiram Bandeira Pagano Filho | |
President | Secretary |
BRASIL TELECOM PARTICIPAÇÕES S.A. |
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By: |
/S/ Charles Laganá Putz
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Name: Charles Laganá Putz
Title: Chief Financial Officer |