SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For the
month of April, 2010
Commission
File Number: 001-13464
Telecom
Argentina S.A.
(Translation
of registrant’s name into English)
Alicia
Moreau de Justo, No. 50, 1107
Buenos
Aires, Argentina
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
|
Form
20-F
|
X
|
Form
40-F
|
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
|
Yes
|
No
|
X
|
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
|
Yes
|
No
|
X
|
Indicate
by check mark whether by furnishing the information contained in this Form, the
Registrant 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
|
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
Telecom
Argentina S.A.
TABLE OF
CONTENTS
|
Item
|
||
|
1.
|
Documentation
of the General Ordinary and Extraordinary Shareholders Meeting summoned
for April 28, 2010
|
Item
1
FREE
TRANSLATION
FOR IMMEDIATE
RELEASE
Buenos Aires, April
8, 2010
BUENOS AIRES STOCK
EXCHANGE
Dear
Sirs,
RE.: Documentation of the
General Ordinary and Extraordinary Shareholders Meeting summoned for April 28,
2010
I am writing you as
Attorney-in-fact of
Telecom Argentina S.A.
(“Telecom Argentina” or the “Company”) to present complementary documentation of
the referred Shareholders Meeting that was summoned by the Board of Directors of
the Company.
We hereby
attach:
|
|
a)
|
The proposals
of the Board with respect to the matters submitted for the consideration
of the Shareholders Meeting.
|
|
|
b)
|
The Minute of
the Audit Committee with the opinion regarding the reasonability of the
proposals of the Board of Directors to the Shareholders Meeting in respect
to the issues of its competition.
|
Sincerely,
María
Delia Carrera Sala
Attorney-in-fact
1
PROPOSALS
OF THE BOARD OF DIRECTORS FOR THE ITEMS TO BE
DISCUSSED
AT THE ORDINARY AND EXTRAORDINARY
SHAREHOLDERS’
MEETING OF APRIL 28, 2010
The Board of
Directors submits to the shareholders the following proposals for the matters to
be considered at the Ordinary and Extraordinary Meeting of Shareholders called
for April 28, 2010:
Proposal on the 1st item of
the Agenda:
It is proposed that
“the
Chairman of the meeting should be delegated the authority to appoint the two
shareholders or proxies who shall approve and sign the
Minutes.”
Proposal on the 2nd item of
the Agenda:
The
reasons for the delay of the ordinary meeting of shareholders where Fiscal Year
2008 documents would be reviewed shall be informed. This meeting was originally
called for April 28, 2009 and then rescheduled to September 9, 2009, but was
suspended both times by court resolution.
Proposal on the 3rd item of
the Agenda:
It is proposed that
the shareholders “should approve
the documents related to Fiscal Year 2008 (Annual Report, Summary Report, Report
under section 68 of the Buenos Aires Stock Exchange Listing Rules, the Financial
Statements with all Tables, Notes and Exhibits thereof, the Supervisory
Committee’s Report, the Audit Committee’s Annual Report and any other document
for the fiscal year, including the English-language documents requested by the
Securities & Exchange Commission), as approved by the Board of Directors,
the Supervisory Committee and the Audit Committee,
respectively”.
Proposal
on the 4th item of the Agenda:
The following
proposal is submitted:
“Allocation of P$
12,633,414.- (5% of the net income of Fiscal Year 2008) to the Statutory Reserve
and application of the balance of Retained Earnings as of December 31, 2008 (P$
240,034,873.-) for the partial reconstitution of the Statutory
Reserve. At the Shareholders Meeting of April 27, 2006, the amounts
in the Statutory Reserve had been applied to absorb the accumulated deficit as
of December 31, 2005 (P$ 277,242,773.-). No capitalization
of capital monetary adjustment is proposed as the current outstanding capital
amount is deemed adequate”.
2
Proposal
on the 5th item of the Agenda:
Proposal
to “approve the documents
regarding Fiscal Year 2009 (Annual Report including Corporate Governance Report,
Summary Report, Report under section 68 of the Buenos Aires Stock Exchange
Listing Rules, the Financial Statements with all Tables, Notes and Exhibits
thereof, the Supervisory Committee’s Report, the Audit Committee’s Annual Report
and any other document for the fiscal year, including the English– language
documents requested by the Securities & Exchange Commission),
as approved by the Board of Directors at its meeting of March 11,
2010, the Supervisory Committee (report dated March 11, 2010) and the Audit
Committee, respectively”.
Proposal
on the 6th item of the Agenda:
The following
proposal is submitted for consideration at the Shareholders’ Meeting: “Allocation of P$
70,249,535.- (5% of net income of Fiscal Year 2009) to the Statutory Reserve,
allocation of P$ 37,207,900.- to fully reconstitute the Statutory Reserve that
had been applied to absorb losses per a decision made at the Shareholders
Meeting of April 27, 2006; allocation of P$ 1,053,287,646.- for the distribution
of a cash dividend, and the roll-over to the new fiscal year of a balance of
Retained Earnings as of December 31, 2009 (P$ 244,245,627.-). The proposed cash
dividend represents 107% of the share capital and the par value of the shares,
and the three classes of shares outstanding (A, B and C) have the right to
receive this distribution.
Furthermore,
it is proposed that the payment of this dividend should be made in two
installments on the following dates and amounts: May 5, 2010, the amount of P$
689,066,685 and December 20, 2010, the amount of P$ 364,220,961. It is also
proposed that the Board of Directors be delegated the authority to implement the
necessary measures to pay the abovementioned dividends, which the Board may in
turn delegate to directors or officers of the Company.
It
is hereby informed that the Company shall deduct from the amount of the first
installment to be distributed as dividend, the amount paid by the Company as
personal asset tax (pursuant to unnumbered section following section 25 of Law
No. 23.966 and its amendments) for the fiscal year 2009 and due as of the
dividend payment date, unless the corresponding shareholders provide evidence
that: (i) they have deposited the relevant tax amount in the Company’s account
or (ii) they did not have any shareholdings as of December 31,
2009.
3
No
capitalization of capital monetary adjustment is proposed as the current
outstanding capital amount is deemed adequate.”
Proposal
on the 7th item of the Agenda:
The
shareholders should review the performance of the members of the Board of
Directors and the Supervisory Committee who served from April 29, 2008 to
date.
Proposal
on the 8th item of the Agenda:
It is proposed that
the shareholders “should approve
the payment of fees in the aggregate amount of P$ 7,700,000.- to the Board of
Directors for their services rendered from the date of their appointment at the
Shareholders Meeting of April 29, 2008 (or later in the case of a director
appointed by the Supervisory Committee) to the date of this Meeting (24 months
of service. This compensation represents 0.48% of “accountable
profit” for combined Fiscal Years 2008 and 2009”.
Proposal on the 9th item of
the Agenda:
It is proposed that
the shareholders “should
authorize the
Board of Directors to make advance payments of fees to the members of the Board
of Directors acting during Fiscal Year 2010 of up to an aggregate amount of P$
4,500,000.- (from the date of the Shareholders Meeting until the Shareholders
Meeting at which their successors will be designated), contingent on the
decision adopted at the shareholders meeting at which the financial statements
for Fiscal Year 2010 will be reviewed. Furthermore, it is proposed that the
Board of Directors be authorized to increase this amount in the event that
inflation occurs”.
Proposal
on the 10th item of the Agenda:
It is proposed that
the shareholders should “Approve a full
compensation of P$ 1,188,000.- to the Supervisory Committee members for the
duties performed from the date of their appointment at the Shareholders Meeting
held on April 29, 2008 until the date of this Meeting (24 months of service),
authorizing the Supervisory Committee to distribute this amount as it may deem
convenient. It is also proposed that the Board of Directors should be authorized
to make advance payment of fees of up to P$700,000.- to the Supervisory
Committee members acting during the twenty-second fiscal year, contingent upon
any decision adopted at the Shareholders Meeting that reviews the documents for
such fiscal year. Furthermore, it
is proposed that the Board of Directors be authorized to increase this amount in
the event that inflation occurs”.
4
Proposal on the 11th, 12th
and 13th items of the
Agenda:
The Board of Directors
abstains
from submitting a proposal regarding
the
above-referenced
items. In this
regard, it is noted
that the Company’s Bylaws provide that the Shareholders´
Meeting
should appoint no less than three and no more than nine directors to hold office
for the term of one fiscal year and the same or a lesser number of alternate
directors. It
is necessary to
appoint
three
or
five regular members and the same number of alternate members to
the Supervisory
Committee. Those shareholders
proposing candidates to serve on the Board of Directors and the Supervisory
Committee are reminded of the requirement to inform the Shareholders’ Meeting if
the candidates are “independent” or “non-independent”. The Board of
Directors also reminds the shareholders that no less than three regular
directors must be appointed to take part in the Audit Committee. These directors
must qualify as “independent” under Rule 10 A-3 of the Securities & Exchange
Commission, and at least two of them must also qualify as “independent” under
the rules of Comisión
Nacional de Valores.
Additionally, one or more alternate members
who qualify as “independent” under both sets of rules
should be appointed as
substitutes
for any
event requiring a replacement of regular
members of the Audit Committee.
Proposal
on the 14th item of the Agenda:
It
is proposed that “the shareholders
should ratify the resolution of the Board of Directors which establishes that
the accounting firm “Price Waterhouse & Co. S.R.L.” (which performed the
same duties during Fiscal Year 2008) will continue acting as the Company’s
independent auditors for Fiscal Year 2009. Carlos Nestor Martinez, as certified
public accountant, signed the financial statements for this fiscal
year”.
Proposal
on the 15th item of the Agenda:
It is proposed that the shareholders
“should approve
full compensation in the amount of P$ 3,136,500.- (excluding VAT),
for the audit services rendered by the Independent Auditors during Fiscal Year
2008. P$ 1,455,000 of this amount corresponds to the audit of the
financial statements and P$ 1,681,500.- corresponds to audit tasks related to
certification under section 404 of the Sarbanes Oxley Act.
Furthermore,
it is proposed that the compensation for the independent audit of the Fiscal
Year 2009 financial statements be set in the amount of P$ 3,430,000 (excluding
VAT), P$ 1,630,000.- of which corresponds to the audit of the financial
statements and P$ 1,800,000.- to the audit tasks related to certification under
Section 404 of the Sarbanes Oxley Act”.
5
Proposal
on the 16th item of the Agenda:
It is proposed that
the shareholders “appoint the accounting firm
“Price Waterhouse & Co. S.R.L.” as Independent Auditors of the Company for
Fiscal Year 2010 and that their compensation should be fixed at the Shareholders
Meeting that reviews the Fiscal Year 2010 documentation, delegating to the Audit
Committee the authority to determine how their service will be rendered
and to make advance payment of fees. Upon this proposal’s
approval, Alejandro Frechou
will act as regular
certified
public
accountant and Carlos Nestor Martinez as his
alternate”.
Proposal on the 17th item of
the Agenda:
The
shareholders shall be informed that during Fiscal Year 2009, P$271,950 were
invested in the operation and training of the Audit Committee. “It is proposed
to the shareholders that, in accordance with the Audit Committee’s estimate, the
budget for the operation of this Committee during Fiscal Year 2010 be set at P$
750.000”.
Proposal
on the 18th item of the Agenda:
The
shareholders shall be informed that (i) although the acquisition of Cubecorp
Argentina S.A. has yet to be approved by the authorities having jurisdiction
over the application of Antitrust Law No. 25,156, the
Board of Directors of Telecom Argentina S.A. timely decided to merge Cubecorp
Argentina S.A. with Telecom Argentina S.A.; and (ii) this merger does not
qualify as a new economic concentration requiring the approval by the
authorities responsible for enforcing Law No. 25,156.. Also, “it is proposed
that the shareholders should approve the Consolidated Special Merger Balance
Sheet of Cubecorp Argentina S.A. and Telecom Argentina S.A., prepared as of December 31,
2008 and the relevant Supervisory Committee report of the as submitted by the
Board of Directors and the Supervisory Committee, respectively”.
Proposal
on the 19th item of the Agenda:
It is proposed that “the shareholders should
approve the Preliminary Merger Agreement executed by Cubecorp Argentina S.A. (as
acquired company which will be dissolved without liquidation) and Telecom
Argentina S.A. (as surviving company), and approved by the Board of Directors
of
Telecom
Argentina S.A.
on March
6, 2009”.
6
Proposal
on the 20th item of the Agenda:
It is proposed that “the shareholders authorize
Vice Chairman, Gerardo
Werthein, and the alternate
director Adrian
Werthein
so that any of them indistinctly may execute the Final Merger Agreement with
Cubecorp Argentina S.A. and any supplementary document thereof. It is also
proposed that the shareholders should appoint Maria
Delia Carrera Sala, Andrea Viviana Cerdan, Graciela Matilde Lazzati, Alejandra
Lea Martinez, Solange
Barthe,
Pedro Gaston Insussarry and Marcelo Fabian Kozak as attorneys-in-fact, so that any of
them, individually and
without
distinction, may take all the
necessary steps for the approval and registration of the merger between Telecom Argentina
S.A. and Cubecorp Argentina S.A”.
Proposal
on the 21st item of the Agenda:
The
shareholders should decide if the resolution approved at the Shareholders
Meeting held on April 29, 2008 should be changed. This resolution did not
approve Gerardo Werthein’s performance as director and Vice Chairman of Telecom
Argentina S.A. during the nineteenth fiscal year.
|
Gerardo
Werthein
|
|
|
Vice-Chairman
in the exercise of the Presidency
|
7
MINUTES
OF
AUDIT COMMITTEE MEETING No.
82
|
PARTICIPATING
MEMBERS:
|
Enrique
Garrido, Esteban Gabriel Macek and Domingo Jorge
Messuti
|
|
SECRETARY:
|
Ricardo
Luttini
|
|
EXTERNAL
ADVISOR:
|
Carlos
Fernández Funes
|
|
DATE
OF MEETING:
|
March 25,
2010
|
RELEVANT
PART:
III. OPINION ON
THE PROPOSALS THAT THE BOARD OF DIRECTORS INTENDS TO SUBMIT TO THE GENERAL
ORDINARY ANNUAL SHAREHOLDERS MEETING
The Board of
Directors of the Company, at its meeting No. 255 held last March 16, resolved to
request that the Audit Committee, in accordance with sections 13 and 15,
subsections a) and e) of Decree 677/01 and Section 10A of the U.S. Securities
Exchange Act, issue an opinion on the proposals that the Board of Directors
intends to submit to the Annual General Ordinary Shareholders Meeting for
consideration.
Messrs. Messuti and
Garrido were informed about the relevant part of the Minutes of such meeting
which was attended by Directors Gerardo Werthein and Esteban Macek; non-voting
Alternate Directors Adrian Werthein and Eduardo F. Bauer and members of the
Supervisory Committee Diego Serrano Redonnet, Jacqueline Berzon and Gerardo
Prieto.
8
The proposals
submitted are included below:
1)
The proposal to allocate the aggregate compensation of P$7,700,000 to the
members of the Board of Directors serving from April 29, 2008 until the date of
the Shareholders’ Meeting that would appoint their successors (24 months of
service).
It should be noted that in respect of
the Board of Directors compensation for fiscal year 2008, in March 2009 the
Audit Committee issued its
opinion approving the Board of Directors’ proposal to pay P$3,500,000 (1.44% of
accountable earnings of fiscal year 2008). Since the directors’ term of office was extended for 12
months, It was deemed
reasonable to maintain the proposed amount for the first 12 months and
add P$4,200,000 (0.31% of accountable earnings for Fiscal Year 2009) for the
second 12 months, which implies a 20% increase over the compensation for the
previous period. These amounts add up to an aggregate amount of P$7,700,000.- for the twenty-four month
period. This aggregate
amount represents 0.48% of the aggregate accountable earnings for fiscal years
2008 and 2009, calculated according to the Rules of the Comisión Nacional de
Valores
It also proposed
that the shareholders should authorize the Board to make advance payments of up
to four million and five hundred pesos (P$ 4,500,000.) to those directors who
shall render services during fiscal year 2010 (from the date of the
shareholders’ meeting that appoints them to the date of the meeting designating
their successors), contingent upon the decision rendered at the Shareholders'
Meeting of such fiscal year, authorizing the Board of Directors to increase such
amount in the event of inflation.
9
2) The
proposal to pay to Price Waterhouse & Co. S.R.L., for its services as
Independent Auditors of Telecom Argentina’s financial statements for fiscal year
2009, the amount of P$ 3,430,000.- excluding VAT, of which P$
1,630,000.- are assigned to fees for financial statements audit tasks
and 1,800,000 to audit tasks related to certification under Section 404 of the
Sarbanes Oxley Act.
3) The
proposal to appoint Price Waterhouse & Co. S.R.L. as Independent Auditors
for the financial statements for the fiscal year ending on December 31, 2010,
where Alejandro Frechou will act as regular Certified Public Accountant and
Carlos Nestor Martinez as alternate.
It was requested
that the Audit Committee inform about the amount of expenses assigned for its
operation and training during Fiscal Year 2009. This request was made
in order to inform the Shareholders’ Meeting, estimate the funds it deems
necessary to carry out its duties during fiscal year 2010 and request approval
of the budget at the Shareholders’ Meeting.
|
|
1)
|
Opinion on the
Proposal of Fees Payable to the Board of Directors acting from April 29,
2008 to the date of the meeting at which Successors would be Designated,
for fiscal years 2008 and 2009; Opinion regarding the Proposal to make
Advance Payment to Directors acting during Fiscal Year
2010
|
The Board of
Directors approved the proposal to assign to the directors acting from April 29,
2008 until the date of the meeting designating their successors (24 months of
service) the aggregate compensation of P$7,700,000.-
10
It should be noted that with respect to
the Board of Directors’ compensation for fiscal year 2008, in
March 2009 the Audit Committee issued its opinion in favor of the
Board’s proposal to pay P$3,500,000 (1.44% of
accountable earnings for
fiscal year 2008). Since the directors’ term of office was extended for 12
months, It was deemed
reasonable to maintain the proposed amount for the first 12 months and add
P$4,200,000 (0.31% of accountable earnings for Fiscal Year 2009) for the second 12 months, which implies a
20% increase over the compensation for the previous period. These amounts add up
to an aggregate amount of P$7,700,000.- for the twenty-four month
period. This aggregate
amount represents 0.48% of the aggregate accountable earnings for fiscal years 2008
and 2009, calculated according to the Rules of the Comisión Nacional de
Valores.
It would also be
proposed that an authorization be made at the Shareholders Meeting that the
Board make advances of up to four million and five hundred thousand pesos (P$
4,500,000.) to those directors who shall render services during fiscal year
2010, authorizing the Board to increase such amount in the event of inflation,
contingent upon the decision rendered at the Shareholders' Meeting where the
documents for such fiscal year will be reviewed.
According to
section 15 subsection e) of Decree No. 677/01, the Audit Committee must issue an
opinion on the reasonableness of the proposal to pay P$7,700,000 to the Board of
Directors for its 24 months of service. Accordingly, the Audit Committee
ratified its previously-issued opinion in favor of the proposal to pay fees for
12 months of service in the amount of $3,500,000 (1.44% of accountable earnings
for fiscal year 2008). It also considered reasonable the proposal to increase
the amount by P$4,200,000
11
for the second 12
months of service performed by the Board, which represents 0.31% of accountable
earnings for Fiscal Year 2009. These amounts add up to an aggregate amount of
P$7,700,000.- which will be proposed at the shareholders’ meeting for approval
as Board compensation for the 24-month period of service. In order to evaluate
such proposal, the members of the Audit Committee considered the
following:
|
|
a)
|
the roles,
responsibilities and dedication of the members of the Board of
Directors;
|
|
|
b)
|
that a new
survey was conducted on the Autopista de Información
Financiera of the Comisión Nacional de Valores regarding
compensation paid to directors of other companies similar to Telecom
Argentina during the last fiscal year reported by such companies.
According to this survey, the fees proposed for Telecom Argentina
directors would not exceed the average amount paid by these
companies;
|
|
|
c)
|
the
consistency of the current proposals with the previous fiscal years
proposals, taking into account the term of Board
service;
|
|
|
d)
|
that the
total amount of fees proposed represent a reduced percentage of the
Company’s accountable earnings for fiscal years 2008 and 2009, calculated
according to the rules of the Comisión Nacional de
Valores.
|
Based on the above,
we consider that the compensation proposed by the Board of Directors for
directors acting from April 29, 2008 to the date of the Shareholders Meeting is
reasonable under the terms of the section 2, subsection d) of Chapter III of the
Rules of
12
the Comisión Nacional de Valores,
taking into account their responsibilities, representation, technical
tasks, dedication, competence and professional reputation and the market value
of their services. We consider that such proposed compensation does
not infringe any legal, regulatory or statutory provision applicable to the
Company.
The Committee also
considers reasonable, according to market practices, the proposal to authorize
the Board of Directors to make advance payments to those directors acting during
fiscal year 2010 for up to four million five hundred thousand pesos
(P$4,500,000) and to eventually increase such amount in the event of inflation,
contingent upon the decision of the Shareholders’ Meeting that reviews the
documents for such fiscal year.
|
|
2)
|
Independent Auditor
Fees for Fiscal Year 2009
|
The Board of
Directors requested our opinion on the proposal to be submitted to the
shareholders on the remuneration to be paid to Price Waterhouse & Co.
S.R.L., for their services as Independent Auditors of the financial statements
of Telecom Argentina for fiscal year 2009. The proposal to be
submitted for consideration at the Shareholders’ Meeting provides for the
payment of three million four hundred and thirty thousand pesos (P$ 3,430,000.-)
excluding VAT, of which one million six hundred and thirty thousand pesos
(P$1,630,000) is assigned for fees related to audit tasks for the Company’s
financial statements and one million eight hundred thousand pesos (P$1,800,000)
related to fees for audit activities performed in connection with the
certification under Section 404 of the Sarbanes Oxley Act.
13
The Audit
Committee, considering that the fees proposed for the audit of the Financial
Statements for fiscal year 2009 are appropriate in light of the importance,
magnitude and quality of the tasks performed by the Independent Auditors, and
that the proposed fees are within the range of fees approved by other listed
companies similar to Telecom Argentina, concluded that the sum of one million
six hundred and thirty thousand pesos (P$1,630,000) that the Board of Directors
would propose for approval by the shareholders, was deemed
reasonable.
Similarly, taking
into account the complexity of the task and the specialization required for the
Independent Auditors to perform the audit with respect to the certification
under Section 404 of the Sarbanes Oxley Act, the Audit Committee concluded that
the amount of one million eight hundred thousand pesos (P$1,800,000) that the
Board of Directors proposed be approved at the Shareholders Meeting as
compensation for the audit tasks performed was reasonable.
|
|
3)
|
Opinion on the
Proposal to Appoint the Independent Auditors for Fiscal Year
2010
|
As noted in the
Minutes of the Board No. 255, the Board of Directors will propose at the Annual
Ordinary Shareholders Meeting the designation of the Accounting Firm Price
Waterhouse & Co. S.R.L. (“Price”) as Auditors for the Financial Statements
for fiscal year 2010, where Alejandro Frechou will act as regular Certified
Public Accountant and Carlos Néstor Martínez will act as alternate.
The Audit Committee
discussed the firm’s background and its performance in recent fiscal years and
unanimously resolved to provide to the Board of Directors a favorable opinion of
its proposal to designate Price as Independent Auditors for fiscal year 2010,
for the
14
same reasons stated
in the reports issued in previous fiscal years, namely:
|
|
·
|
That Price is
one of the most renowned and prestigious accounting firms, both locally
and internationally. Price has performed and continues to
perform external audit functions for some of the largest companies and
corporations, and therefore, has a vast experience in the
field.
|
|
|
·
|
That, except
for fiscal years 2001 and 2002, Price has acted as Independent Auditors
for the financial statements of Telecom Argentina since the Company’s
incorporation (in some fiscal years as joint-auditor) without receiving
any complaint from regulators or shareholders. That during fiscal years
2004, 2005, 2006, 2007, 2008 and 2009, Price acted exclusively as the
Company’s Independent Auditor, performing its activities in a satisfactory
manner and with the required independence as stated in the annual reports
submitted by this Committee to the Board of Directors of the
Company.
|
|
|
·
|
That the
professional solvency of Price’s partners and working group performing
external audit tasks for Telecom Argentina and the knowledge that they
have acquired about the Company, its accounts and internal controls, make
it advisable that Price should continue to act as Independent Auditor,
given that its cumulative experience, proven independence and the
efficiency with which they have performed their functions, constitute a
significant advantage of their performance in the new fiscal
year.
|
15
|
|
4)
|
Report of the Amount
of Expenses Incurred in Fiscal Year 2009 and Estimate of Resources Needed
for the Operation of the Audit Committee in Fiscal Year
2010
|
As indicated above,
the Board of Directors requested the Audit Committee to report expenses related
to fiscal 2009, and to estimate the amount that should be proposed for approval
at the Shareholders’ Meeting as budget for the operation of the Audit Committee
during fiscal 2010.
First, the
Committee reported that the amount of operating expenses for the fiscal year
2009 was two hundred and seventy-one thousand nine hundred and fifty pesos (P$
271,950), which was lower than the estimated amount because certain contracts
had been deferred, and also due to the absence of any unforeseeable events for
which a reserve had been contemplated in the budget.
Continuing with discussions begun at
previous meetings concerning its budget, the Audit Committee, given the tasks performed during the previous fiscal
year, its trainings (particularly given
those trainings related to the applicability of the new International Financial
Reporting Standards or IFRS in Argentina), the current year’s estimated advisory
needs, and the engagement of services required for the effective performance of
its tasks and responsibilities, resolved to request that an operational budget
of seven hundred and fifty thousand pesos (P$750,000) for fiscal year 2010 be
approved at the Shareholders’ Meeting.
|
Domingo Jorge
Messuti
|
|
|
Audit
Committee
|
|
|
Chairman
|
16
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
Telecom
Argentina S.A.
|
||||||
|
Date:
|
April
12, 2010
|
By:
|
/s/
Franco Bertone
|
|||
|
Name:
|
Franco
Bertone
|
|||||
|
Title:
|
Chief
Executive Officer
|
|||||