Business Context and Reporting Period
This Form 6-K filing by Macro Bank Inc. (Banco Macro S.A.) dated May 5, 2020, reports on the resolutions adopted by the General and Special Shareholders' Meeting held on April 30, 2020. The meeting was conducted remotely and focused on approving the financial statements for the fiscal year ended December 31, 2019, and addressing corporate governance matters.
Key Financial Metrics and Resolutions
- Retained Earnings: Shareholders approved the application of accumulated retained earnings as of December 31, 2019, totaling AR$ 40,588,848,524.10.
- Reserve Allocations: AR$ 8,159,955,104.82 was allocated to the Legal Reserve Fund, and AR$ 32,428,893,419.28 was allocated to the optional reserve fund for future profit distribution.
- Dividend Proposal: A cash dividend of AR$ 20 per share (totaling AR$ 12,788,268,160) was approved from the optional reserve fund, subject to Central Bank authorization.
- Board Remuneration: Total remuneration for the Board of Directors for 2019 was set at AR$ 1,710,824,255.51, representing 4.98% of computable profit.
- Auditor Fees: Remuneration for the independent auditor for the 2019 fiscal year was approved at AR$ 37,074,000.
Material Changes and Governance Actions
The filing details significant governance changes approved by shareholders:
- Board Appointments: Three regular directors (Jorge Horacio Brito, Delfín Federico Ezequiel Carballo, and Ramiro Tosi) were appointed for three-year terms. Guillermo Merediz was appointed for a two-year term to fill a vacancy.
- Deferred Appointments: The appointment of one regular director and one alternate director to fill vacancies caused by resignations was deferred for a 30-day recess.
- Supervisory Committee: The committee composition was approved with three regular and three alternate members.
- Audit Committee: A budget of AR$ 2,764,000 was established for the Audit Committee.
Outlook, Risks, and Contingencies
Dividend Distribution Risk: While a cash dividend was approved, its distribution is contingent upon authorization from the Central Bank of the Republic of Argentina (BCRA). The filing explicitly states that the BCRA has not yet informed its decision. Furthermore, pursuant to BCRA Communiqué "A" 6939, the distribution of profits by financial entities is suspended until June 30, 2020.
Management Commentary: The filing notes that the Board was delegated the power to determine the effective availability date of the dividend once BCRA authorization is obtained.
Key Facts for Investor Verification
- Verify the status of the BCRA authorization for the AR$ 12.79 billion dividend distribution, noting the suspension deadline of June 30, 2020.
- Confirm the outcome of the 30-day recess regarding the appointment of the remaining director and alternate director vacancies.
- Review the full 2019 audited financial statements referenced in Item #2 to analyze revenue, profit, and liquidity metrics not detailed in this specific resolution summary.
- Monitor the allocation of the AR$ 32.43 billion optional reserve fund for future profit distribution strategies.