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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 20-F/A
(Amendment No. 1)
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Annual Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2003
Commission File Number 0-30852
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GRUPO FINANCIERO GALICIA S.A.
(Exact name of Registrant as specified in its charter)
GALICIA FINANCIAL GROUP
(Translation of Registrant's name into English)
REPUBLIC OF ARGENTINA
(Jurisdiction of incorporation or organization)
Grupo Financiero Galicia S.A.
Tte. Gral. Juan D. Peron 456
C1038 AAJ-Buenos Aires, Argentina
(Address of principal executive offices)
Securities registered or to be registered pursuant to
Section 12(b) of the Act:
None
Securities registered or to be registered pursuant to
Section 12(g) of the Act:
Class B Ordinary Shares, Ps.1.00 par value, ten shares of which are
represented by American Depositary Shares
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer's classes
of capital or common stock as of the close of the period covered by the Annual
Report:
Class A Ordinary Shares, Ps.1.00 par value . . . . . . . . 281,221,650
Class B Ordinary Shares, Ps.1.00 par value . . . . . . . . 811,185,367
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark which financial statement item the registrant has
elected to follow.
Item 17 [_] Item 18 [X]
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EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 20-F for the fiscal year
ended December 31, 2003, filed on July 13, 2004, is being filed solely to
include in Item 6 disclosure of the Registrant's exemptions from certain
corporate governance standards of The Nasdaq Stock Market, Inc. ("Nasdaq"). This
Amendment No. 1 consists of a cover page, this explanatory note, Item 6, Item
19, the signature page, and the required certifications of the principal
executive officer and principal financial officer.
Other than as set forth above, this Amendment No. 1 does not, and does not
purport to, amend, update or restate the information in any other item of the
Form 20-F or reflect any events that have occurred after the Form 20-F was
filed.
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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Exemptions from certain Nasdaq Corporate Governance Standards
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Prior to March 3, 2005, the Marketplace Rules of Nasdaq provided that
Nasdaq could grant exemptions from the Nasdaq corporate governance standards to
a foreign issuer when those standards were contrary to a law, rule or regulation
of any public authority exercising jurisdiction over such issuer or contrary to
generally accepted business practices in the issuer's country of domicile,
except to the extent that such exemptions would be contrary to the U.S. federal
securities laws. In connection with our application for the listing of our
American Depositary Shares ("ADSs"), representing our common stock, on the
Nasdaq National Market in 2000, we received exemptions from certain Nasdaq
corporate governance standards. These exemptions and the practices we follow in
lieu thereof are described below:
o We are exempt from Nasdaq's requirement that we distribute to
shareholders copies of our annual report containing our audited
financial statements. Argentine law does not require such distribution
and it is equally not customary business practice in Argentina for
companies to distribute to shareholders copies of their annual report.
Argentine law instead requires that companies make public a Spanish
language annual report, including annual audited consolidated
financial statements prepared in accordance with generally accepted
accounting principles in Argentina, by filing such annual report with
the Comision Nacional de Valores (the Argentine National Securities
Commission or "CNV") and the Bolsa de Comercio de Buenos Aires (the
Buenos Aires Stock Exchange or "Buenos Aires Exchange"), within 70
calendar days of the end of the company's fiscal year. Interim reports
must be filed with the CNV and the Buenos Aires Exchange within 42
calendar days of the end of each fiscal quarter. The Buenos Aires
Exchange publishes the annual reports and interim reports in the
Buenos Aires Exchange bulletin and makes the bulletin available for
inspection by all shareholders at its offices. In addition, our
shareholders can receive copies of annual reports and any interim
reports upon such shareholders' request. English language translations
of such annual reports and interim reports are filed with the U.S.
Securities and Exchange Commission. Also, we post the English
language translation of our annual reports and quarterly press
releases on
our website. Furthermore, under the terms of the Second Amended and
Restated Deposit Agreement, dated as of June 22, 2000, among us, The
Bank of New York, as depositary (the "Depositary") and owners of ADSs
issued thereunder, we are required to furnish the Depositary with,
among other things, English language translations of our annual
reports and each of our quarterly press releases. Annual reports and
quarterly press releases are available for inspection by ADR holders
at the offices of the Depositary located at, 101 Barclay Street, 22nd
Floor, New York, New York. Finally, Argentine law requires that 20
calendar days before the date of a shareholders' meeting, the board of
directors must provide to the shareholders, at the company's executive
office or through electronic means, all information relevant to the
shareholders' meeting, including copies of any documents to be
considered by the shareholders (which includes the annual report), as
well as proposals of the company's board of directors.
o We are exempt from Nasdaq's requirement that we have, and certify that
we have and will continue to have, an audit committee of at least
three members, comprised solely of independent directors. Argentine
law does not require that companies have an audit committee comprised
solely of independent directors and it is equally not customary
business practice in Argentina to have such a committee. Argentine law
instead requires that companies establish an audit committee with at
least three members comprised of a majority of independent directors
as defined by Argentine law. We have a three member audit committee
comprised of two independent directors. In addition, we have a
supervisory committee ("comision fiscalizadora") composed of three
'syndics' which are in charge of monitoring the legality, under
Argentine law, of the actions of our board of directors and the
conformity of such actions with our by-laws.
o We are exempt from Nasdaq's requirement that we certify that we have
adopted a formal written audit committee charter and that the audit
committee has reviewed and assessed the adequacy of the formal written
charter on an annual basis. Argentine law requires that audit
committees have a charter but does not require that companies certify
as to the adoption of the charter nor does it require an annual review
and assessment thereof, and it is equally not customary business
practice in Argentina for companies to review and assess their audit
committee charter on an annual basis or otherwise. Argentine law
instead requires that companies prepare a proposed plan or course of
action with respect to those matters which are the responsibility of
the company's audit committee. Such plan or course of action could, at
the discretion of our audit committee, include a review and assessment
of the audit committee charter.
o We are exempt from Nasdaq's requirement that our by-laws provide for a
quorum for any meeting of the holders of our common stock of no less
than 33 1/3% of our outstanding common voting shares. Argentine law
does not require such a quorum and it is equally not customary
business practice in Argentina for companies' by-laws to provide for
such a quorum for any meeting of the holders of common stock.
Argentine law, and our by-laws, distinguish between ordinary meetings
and extraordinary meetings and, instead, require in connection with
ordinary meetings, that a quorum consist of a majority of stock
entitled to vote (an "absolute majority") of the votes present. If no
quorum is present at the first meeting, a second meeting
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may be called at which the shareholders present, whatever their
number, constitute a quorum and resolutions may be adopted by an
absolute majority of the votes present. Argentine law, and our
by-laws, require in connection with extraordinary meetings, that a
quorum consist of 60% of the stock entitled to vote. However, if such
quorum is not present at the first meeting, our by-laws provide that a
second meeting may be called which may be held with the number of
shareholders present. In both ordinary and extraordinary meetings,
decisions are adopted by an absolute majority of votes present at the
meeting, except for certain fundamental matters (such as mergers and
spin-offs (when we are not the surviving entity and the surviving
entity is not listed on any stock exchange), anticipated liquidation,
change in our domicile outside of Argentina, total or partial
recapitalization of our statutory capital following a loss, any
transformation in our corporate legal form or a substantial change in
our corporate purpose) which require an approval by vote of the
majority of all the stock entitled to vote.
o We are exempt from Nasdaq's requirement that we solicit proxies,
provide proxy statements for all meetings of shareholders and provide
copies of such proxy solicitation to Nasdaq. Argentine law does not
impose such requirements and it is equally not customary business
practice in Argentina to solicit proxies, provide proxy statements for
all meetings of shareholders and provide copies of such proxy
solicitation to the local exchange. Argentine law instead requires
that notices of shareholders' meetings be published, for five
consecutive days, in the Official Gazette of the Republic of Argentina
and in a widely circulated newspaper in Argentina no earlier than 45
calendar days prior to the meeting and at least 20 calendar days prior
to such meeting. In order to attend a meeting and be listed on the
meeting registry, shareholders are required to submit evidence of
their book-entry share account held at Caja de Valores S.A. (the
Argentine equivalent to The Depository Trust Company in the U.S.) up
to three business days prior to the scheduled meeting date. If
entitled to attend the meeting, a shareholder may be represented by
proxy (properly executed and delivered with a certified signature)
granted to any other person, with the exception of a director, syndic,
member of the surveillance committee ("consejo de vigilancia"),
manager or employee of the issuer, which are prohibited by Argentine
law from acting as proxies. In addition, our ADS holders receive,
prior to the shareholders' meeting, a notice listing the matters on
the agenda, a copy of the annual report and a voting card.
o We are exempt from Nasdaq's requirement that we conduct an appropriate
review of all related party transactions on an ongoing basis and
utilize our audit committee or a comparable body of the board of
directors for the review of potential conflicts of interest where
appropriate. Argentine law does not impose such a requirement and it
is equally not customary business practice in Argentina for companies
to review all related party transactions on an ongoing basis and for
their audit committees, or comparable body of the board of directors,
to review transactions for potential conflicts of interest. Argentine
law instead requires that related party transactions be approved by
the audit committee when the transaction exceeds one percent (1%) of
the corporation's net worth, measured pursuant to the last audited
balance sheet, so long as the relevant transaction exceeds the
equivalent of three hundred thousand Argentine Pesos (Ps.$ 300,000).
Directors can contract with the corporation only on terms consistent
with prevailing market conditions. If the contract is not in
accordance with prevailing market conditions, such transaction must be
pre-approved by the board of directors (excluding the interested
director). In addition, under
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Argentine law, a shareholder is required to abstain from voting on a
business transaction in which its interests may be in conflict with
the interests of the company. In the event such shareholder votes on
such business transaction and such business transaction would not have
been approved without such shareholder's vote, such shareholder may be
liable to the company for damages and the resolution may be declared
void.
Other than the descriptions noted above, we are in full compliance with all
other applicable Nasdaq corporate governance standards.
ITEM 19. EXHIBITS
EXHIBIT DESCRIPTION
1.1 English translation of estatutos sociales (bylaws)**
2.1 Indenture, dated as of May 18, 2004, among the Bank, The Bank of New
York and Banco Rio de la Plata S.A.**
4.1 Form of restructured loan facility (as evidenced by the note purchase
agreement, dated as of April 27, 2004, among the Bank, Barclays Bank
PLC, the holders party thereto and Deutsche Bank Trust Company
Americas)**
8.1 List of Significant Subsidiaries**
12.1 Certification of the principal executive officer required under Rule
13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*
12.2 Certification of the principal financial officer required under Rule
13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*
12.3 Certification of the principal executive officer required under Rule
13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, with respect to Amendment No. 1
12.4 Certification of the principal financial officer required under Rule
13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, with respect to Amendment No. 1
13.1 Certification of the principal executive officer required pursuant to
18 U.S.C. Section 1350, as adopted pursuant to 906 of the
Sarbanes-Oxley Act of 2002*
13.2 Certification of the principal executive officer required pursuant to
18 U.S.C. Section 1350, as adopted pursuant to 906 of the
Sarbanes-Oxley Act of 2002*
99.1 Registration Rights Agreement dated as of May 18, 2004, executed and
delivered by Grupo Galicia for the benefit of certain holders of
preferred shares**
99.2 Agreement, dated as of April 27, 2004, among Grupo Galicia, the
International Finance Corporation, the Inter-American Investment
Corporation, Commodity Credit Corporation and Deutsche Bank Trust
Company Americas**
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* Previously filed.
** Incorporated by reference to Grupo Financiero Galicia S.A.'s Annual Report on
Form 20-F, filed on July 13, 2004.
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SIGNATURE
The registrant hereby certifies that it meets all of the requirements for
filing this Amendment No. 1 and has duly caused and authorized the undersigned
to sign the annual report on its behalf.
Date: April 12, 2005
GRUPO FINANCIERO GALICIA S.A.
By:/s/ Antonio Garces
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Name: Antonio Garces
Title: Chief Executive Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
12.3 Certification of the principal executive officer required under Rule
13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, with respect to Amendment No. 1
12.4 Certification of the principal financial officer required under Rule
13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, with respect to Amendment No. 1