Business Context and Reporting Period
This Form 6-K filing by Macro Bank Inc. (Banco Macro S.A.) dated April 8, 2020, serves as a translation of a submission to the Argentine Securities and Exchange Commission (CNV). The document responds to an information request from the Fondo de Garantía de Sustentabilidad (ANSES) regarding the General and Special Shareholders' Meeting scheduled for April 30, 2020. The filing details the company's shareholding structure as of March 31, 2020, and addresses agenda items related to the fiscal year ended December 31, 2019.
Key Financial Metrics
The filing provides specific figures regarding retained earnings, remuneration, and auditor fees, but does not disclose consolidated revenue, net profit, cash flow, or debt levels for the period.
- Total Retained Earnings (Dec 31, 2019): AR$ 40,588,848,524.10
- Computable Profit (Dec 31, 2019): AR$ 34,350,644,674.79
- Board of Directors Fees (2019): AR$ 1,710,824,255.51
- Supervisory Committee Fees (2019): AR$ 2,851,338
- Independent Auditor Fees (2019): AR$ 37,074,000 (plus VAT)
- Audit Committee Budget (2020): AR$ 2,764,000
- Audit Committee Disbursements (2019): AR$ 1,374,360
Note: The filing text does not provide clear values for revenue, operating margins, total debt, or liquidity ratios.
Material Changes and Shareholding Structure
The filing outlines the shareholding structure as of March 31, 2020, highlighting significant holdings by major shareholders:
- Other Shareholders (Foreign Stock Exchange): 30.14% Capital Stock / 28.16% Voting Interest
- ANSES-F.G.S.: 28.80% Capital Stock / 26.90% Voting Interest
- Delfin Jorge Ezequiel Carballo: 17.47% Capital Stock / 19.19% Voting Interest
- Jorge Horacio Brito: 17.37% Capital Stock / 19.37% Voting Interest
A material regulatory change affecting the company is the suspension of profit distributions for financial entities in Argentina until June 30, 2020, pursuant to BCRA Communiqué "A" 6939 issued on March 19, 2020.
Guidance, Outlook, and Management Commentary
Dividend Policy and Restrictions: The Board proposed applying AR$ 8,159,955,104.82 of retained earnings to the Legal Reserve Fund and AR$ 32,428,893,419.28 to an Optional Reserve Fund for Future Profit Distributions. While the Board proposed separating AR$ 12,788,268,160 from this reserve to pay a cash dividend, the filing explicitly states that BCRA regulations currently prevent the payment of dividends within the proposed 10-business-day timeframe. The company must await authorization from the Superintendency of Financial and Exchange Entities.
Financial Reporting Standards: The financial statements for the year ended December 31, 2019, were not restated in homogeneous currency. The company is required to apply the uniform currency restatement method (IAS 29) starting from the fiscal year beginning January 1, 2020.
Corporate Governance: The filing confirms the composition of the Board of Directors and Supervisory Committee. It notes that no Board members are employed by the Bank. The independent auditor fees increased from AR$ 24,716,000 in 2018 to AR$ 37,074,000 in 2019 due to increased tasks associated with IFRS implementation and inflation adjustments.
Investor Verification Checklist
- Verify the impact of BCRA Communiqué "A" 6939 on the timing and feasibility of the proposed cash dividend distribution.
- Confirm the transition to homogeneous currency restatement (IAS 29) for the 2020 fiscal year and its effect on reported financial metrics.
- Review the full Consolidated Financial Statements for 2019 to obtain missing data on revenue, net income, and liquidity ratios not included in this filing.
- Monitor the status of the Optional Reserve Fund for Future Profit Distributions and any future regulatory approvals required to release funds for dividends.
- Check for updates on the appointment of new directors and the Supervisory Committee following the April 30, 2020, Shareholders' Meeting.