Business Context and Reporting Period
This Form 6-K filing by Macro Bank Inc. (Banco Macro S.A.) dated April 22, 2014, serves as a translation of a submission to the Argentine Securities Exchange Commission (CNV). The document responds to an information request from the Ministry of Economy regarding the General and Special Shareholders' Meeting scheduled for April 29, 2014. The filing details the agenda, financial approvals, and governance proposals for the fiscal year ended December 31, 2013.
Key Financial Metrics
The filing provides specific figures regarding earnings distribution and compensation but does not report total revenue, net profit, cash flow, or debt levels for the period.
- Total Unappropriated Earnings (FY 2013): AR$ 2,515,402,050.52
- Proposed Allocation of Earnings:
- Legal Reserve Fund: AR$ 488,713,267.35
- Statutory Reserve Fund (Subordinated Bonds): AR$ 95,325,750.00
- Personal Assets Tax: AR$ 19,711,710.67
- Voluntary Reserve Fund for Future Distributions: AR$ 1,911,651,322.50
- Voluntary Reserve Fund Balance: AR$ 2,443,140,742.68 (created April 2012, increased by AR$ 1,170,680,720 in April 2013).
- Proposed Cash Dividend: AR$ 596,254,288.56 (subject to Central Bank authorization).
- Independent Auditor Remuneration (FY 2013): AR$ 5,955,000.
- Supervisory Committee Remuneration (FY 2013): AR$ 760,932.
- Audit Committee Budget (FY 2010-2012): AR$ 600,000 annually.
Note: The filing states that detailed liquidity, solvency, and working capital data are available in the Financial Statements published on the AIF or the Central Bank website, but does not list specific values in this text.
Material Changes and Governance Actions
The filing outlines several material governance actions and approvals for the upcoming shareholders' meeting:
- Financial Statement Approval: The Board unanimously approved the financial statements and annual report for the fiscal year ended December 31, 2013, on February 19, 2014.
- By-laws Amendment: A proposal to amend Sections 3 and 23 of the By-laws to align with Capital Markets Act No. 26831 was submitted to the CNV on April 8, 2014.
- Dividend Proposal: The Board proposes separating a portion of the Voluntary Reserve Fund to pay a cash dividend, pending regulatory approval.
- Director Remuneration: No Board members are employed by the Bank. Specific breakdowns of 2013 director payments will be provided per CNV Interpretation Criterion No. 45.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, revenue forecasts, or management commentary on market outlook. Key contingencies and risks identified include:
- Regulatory Approval: The proposed cash dividend of AR$ 596,254,288.56 is explicitly subject to prior authorization by the Central Bank of the Republic of Argentina.
- Regulatory Compliance: The proposed By-laws amendments are pending a response from the CNV.
- Shareholder Proposals: Several agenda items, including the evaluation of Board management, appointment of new directors, and the Audit Committee budget, are designated for shareholder proposal and decision at the April 29 meeting.
Investor Verification Checklist
- Verify the final approval status of the cash dividend with the Central Bank of the Republic of Argentina.
- Review the full Financial Statements for the year ended December 31, 2013, on the AIF (Financial Information Highway) for detailed liquidity and solvency metrics not included in this summary.
- Confirm the outcome of the By-laws amendment proposal submitted to the CNV on April 8, 2014.
- Check the minutes of the April 29, 2014, Shareholders' Meeting for the final appointment of directors and the Supervisory Committee.
- Review the specific breakdown of director remuneration for 2013 once published in compliance with CNV Interpretation Criterion No. 45.