Business Context and Reporting Period
This Form 6-K filing by Macro Bank Inc. (Banco Macro S.A.) dated April 8, 2015, serves as a translation of a submission to the Argentine Securities Exchange Commission (CNV). The document responds to a request for information regarding the General and Special Shareholders' Meeting scheduled for April 23, 2015. The filing focuses on corporate governance, the approval of 2014 financial statements, and the proposed allocation of unappropriated earnings.
Key Financial Metrics
The filing provides specific figures related to retained earnings and reserve funds but does not disclose total revenue, net profit, cash flow, or debt levels for the period.
- Total Unappropriated Earnings (FY 2014): AR$ 3,584,937,063.98
- Voluntary Reserve Fund for Future Distributions (Balance): AR$ 4,929,218,496.62
- Proposed Cash Dividend Payment: AR$ 596,254,288.56 (subject to Central Bank authorization)
- Independent Auditor Remuneration (FY 2014): AR$ 7,440,000
- Supervisory Committee Remuneration (FY 2014): AR$ 852,879
- Audit Committee Budget (FY 2014): AR$ 720,000
Note: The filing states that detailed liquidity, solvency, and working capital data are available in the 2014 Financial Statements published on the Financial Information Highway (AIF) but does not provide these specific numbers in this text.
Material Changes and Proposals
The document outlines the Board's proposal for the application of 2014 unappropriated earnings:
- Legal Reserve Fund: AR$ 695,907,205.55
- Statutory Reserve Fund (Subordinated Bonds): AR$ 125,073,000
- Personal Assets Tax: AR$ 27,902,515.49
- Voluntary Reserve Fund: AR$ 2,736,054,342.94
Additionally, the filing confirms the creation and accumulation of the "Voluntary Reserve for Future Distributions" through shareholder meetings in 2012, 2013, and 2014, totaling AR$ 4.93 billion before the proposed dividend separation.
Guidance, Outlook, and Governance
Management Commentary and Governance:
- Board Remuneration: No Board members are employed by the Bank. Remuneration proposals for 2014 comply with Law No. 19550 limits. No advance payments are proposed for 2015.
- Auditor Appointment: The firm Pistrelli, Henry Martin y Asociados S.R.L. is proposed for the 2015 fiscal year (Norberto N. Nacuzzi as regular, Ernesto Mario San Gil as alternate). The budget for 2015 has not yet been determined.
- Delegation of Powers: The filing seeks to defer the delegation of powers to the Board regarding the Global Program of Negotiable Obligations, in compliance with Law 23576.
Risks and Contingencies:
- The proposed cash dividend is explicitly subject to prior authorization by the Central Bank of the Republic of Argentina.
- Several agenda items, including the evaluation of Board management and the appointment of new directors, are reserved for shareholder proposals at the meeting.
Investor Verification Checklist
- Verify the final approval of the cash dividend (AR$ 596,254,288.56) by the Central Bank of Argentina.
- Review the full 2014 Financial Statements on the AIF for detailed liquidity, solvency, and working capital metrics not included in this summary.
- Confirm the final budget for the independent auditor for the 2015 fiscal year, as it was not yet approved at the time of filing.
- Monitor the outcome of the April 23, 2015, Shareholders' Meeting regarding the appointment of new directors and the Supervisory Committee.