Business Context and Reporting Period
This Form 6-K filing by Macro Bank Inc. (Macro Bank) reports on resolutions adopted at the General and Special Shareholders' Meeting held on April 26, 2016. The filing, dated May 4, 2016, covers corporate governance actions, the approval of financial statements for the fiscal year ended December 31, 2015, and the allocation of retained earnings.
Key Financial Metrics
The filing provides specific figures regarding retained earnings and remuneration but does not disclose total revenue, net profit, cash flow, or debt levels for the fiscal year.
- Accumulated Retained Earnings (as of Dec 31, 2015): AR$ 5,133,481,933.66
- Legal Reserve Fund Allocation: AR$ 1,001,682,786.73
- Statutory Reserve Fund (Subordinated Bonds): AR$ 190,198,125.00
- Personal Asset Tax (2014): AR$ 38,009,241.64
- Optional Reserve Fund: AR$ 3,903,591,780.29
- Approved Cash Dividend: AR$ 643,019,330.80 (subject to BCRA authorization)
- Board of Directors Remuneration (FY 2015): AR$ 207,714,294.46 (4.93% of computable profit)
- Supervisory Committee Fees (FY 2015): AR$ 981,604.80
- Auditor Remuneration (FY 2015): AR$ 9,448,800.00
- Audit Committee Budget: AR$ 700,000.00
Material Changes and Corporate Actions
The primary material changes involve the complete renewal of the Board of Directors and the Supervisory Committee, as well as the authorization of a new debt issuance program.
- Board Composition: The Board was reorganized to include 13 regular directors and 3 alternate directors. Terms were staggered (3, 2, and 1 fiscal years) to comply with bylaws.
- Regulatory Status: Pending BCRA approval for seven regular directors and one alternate director, approved alternate directors will temporarily act as regular directors, and expiring independent directors will continue in office.
- Debt Program: Shareholders authorized the Board to issue negotiable obligations under a Global Program with a maximum authorized amount of US$ 1,000,000,000.
- Auditor Appointment: Pistrelli, Henry Martin y Asociados was reappointed as independent auditor for three years.
Guidance, Risks, and Contingencies
The filing does not contain forward-looking financial guidance or management commentary on market outlook. Key contingencies and risks identified include:
- Regulatory Approval: The payment of the approved cash dividend is contingent upon prior authorization from the Central Bank of the Republic of Argentina (BCRA).
- Board Governance: The full composition of the Board and Audit Committee is temporarily dependent on BCRA decisions regarding the appointment of specific directors.
- Debt Issuance: The execution of the US$ 1 billion debt program is subject to Board determination of specific terms and market conditions.
Investor Verification Checklist
- Verify the receipt of BCRA authorization for the cash dividend of AR$ 643,019,330.80.
- Confirm the final composition of the Board of Directors once BCRA approves the pending director appointments.
- Monitor the Board's execution of the US$ 1 billion Global Program for Negotiable Obligations.
- Review the full audited financial statements for the fiscal year ended December 31, 2015, to determine total revenue and net profit figures not explicitly detailed in this summary.