Business Context and Reporting Period
This Form 6-K filing by Macro Bank Inc. (Banco Macro S.A.), dated April 20, 2016, serves as a translation of a submission to the Argentine Securities Exchange Commission (CNV). The document responds to a request from the Argentine Treasury Department regarding the General and Special Shareholders' Meeting scheduled for April 26, 2016. The filing details corporate governance matters, including board composition, shareholder structure, and the approval of financial statements for the fiscal year ended December 31, 2015.
Key Financial Metrics
The filing provides specific financial data related to retained earnings, reserves, and compensation, but does not report total revenue, net profit, cash flow, or debt levels for the period.
- Total Retained Earnings (FY 2015): AR$ 5,133,481,933.66
- Proposed Allocation of Retained Earnings:
- Legal Reserve Fund: AR$ 1,001,682,786.73
- Statutory Reserve Fund (Subordinated Debt): AR$ 190,198,125.00
- Tax on corporate personal assets: AR$ 38,009,241.64
- Optional Reserve Fund for Future Distributions: AR$ 3,903,591,780.29
- Proposed Cash Dividend: AR$ 643,019,330.80 (subject to Central Bank authorization)
- Board of Directors Remuneration (FY 2015): AR$ 207,714,294.46
- Supervisory Committee Remuneration (FY 2015): AR$ 981,604.80
- Independent Auditor Remuneration (FY 2015): AR$ 9,448,800.00
- Audit Committee Budget (FY 2015): AR$ 750,000.00
- Global Program of Negotiable Obligations Capacity: Up to US$ 700,000,000 aggregate principal amount.
Material Changes and Corporate Actions
The filing outlines several material corporate actions and structural updates:
- Shareholder Structure: As of December 31, 2015, the Controlling Group held 39.43% of the capital stock, while "Others" held 60.57%.
- Board Reorganization Proposal: Shareholders Jorge Horacio Brito and Delfín J. Ezequiel Carballo proposed a full reorganization of the Board of Directors to consist of 13 Regular Directors and 3 Alternate Directors with staggered terms (3, 2, and 1 fiscal years).
- Director Nominees: Specific nominees were identified for the new terms, including representatives from FGS-ANSES (the Argentine social security fund).
- Voting Rights: ANSES-FGS notified the bank of its intention to exercise cumulative voting rights at the upcoming shareholders' meeting.
- Debt Program Extension: The bank seeks to extend its Global Program of Negotiable Obligations, originally authorized in 2006 and extended in 2011, to maintain access to capital markets for the next five years.
Guidance, Outlook, and Risks
The filing does not contain forward-looking financial guidance, revenue projections, or management commentary on market outlook. However, it highlights the following contingencies and risks:
- Regulatory Approval: The proposed cash dividend of AR$ 643,019,330.80 is contingent upon prior authorization from the Central Bank of the Republic of Argentina.
- Debt Issuance Conditions: The extension of the Global Program of Negotiable Obligations is subject to authorization by the CNV and listing on relevant exchanges (e.g., Luxembourg Stock Exchange, Buenos Aires Stock Exchange), which the bank notes it cannot assure will be accepted.
- Taxation Risks: The debt program includes provisions for redemption for taxation reasons if Argentine tax events occur, ensuring holders receive payments without withholding deductions.
- Corporate Governance: The upcoming meeting involves significant changes to the Board composition and the evaluation of management, which could impact future strategic direction.
Investor Verification Checklist
- Verify the approval status of the proposed cash dividend (AR$ 643,019,330.80) by the Central Bank of Argentina.
- Confirm the final composition of the Board of Directors following the April 26, 2016, shareholders' meeting, specifically the election of FGS-ANSES representatives.
- Review the full financial statements for the year ended December 31, 2015, available on the Financial Information Highway (AIF), to assess total revenue, net income, and liquidity positions not detailed in this filing.
- Monitor the status of the Global Program of Negotiable Obligations extension and any subsequent debt issuances under the US$ 700 million capacity.
- Check for any updates regarding the cumulative voting exercise by ANSES-FGS and its impact on board control.