Business Context and Reporting Period
This Form 6-K filing by Ternium S.A. summarizes the resolutions adopted at the Annual General Meeting of Shareholders and an Extraordinary General Meeting held on June 1, 2011, in Luxembourg. The filing addresses corporate governance, financial approvals for the fiscal year ended December 31, 2010, and amendments to the Company's Articles of Association.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the reporting period. It confirms the approval of consolidated financial statements for the years ended December 31, 2010, 2009, and 2008, but does not list the numerical values within this summary.
Dividend Declaration:
- Amount: USD 0.075 per share (USD 0.75 per ADR).
- Total Distribution: USD 150,355,758.15.
- Payment Date: June 9, 2011.
- Funding Source: USD 101,437,293.00 from distributable reserves and USD 48,918,465.15 from retained earnings.
Auditor Fees (Fiscal Year 2011): Maximum fees approved across seven currencies, including USD 100,000.00, EUR 570,145.00, and MXN 12,624,936.00.
Material Changes
The filing does not report material changes in financial performance compared to prior periods as it is a summary of shareholder resolutions rather than a financial results report. The primary material changes are corporate in nature:
- Articles of Association: Amended to abolish the holding company status under the law of July 31, 1929, and to broaden permitted activities.
- Meeting Schedule: The Annual General Meeting date was changed to the first Wednesday of May each year.
Guidance, Outlook, and Governance
Management Commentary and Outlook: The filing contains no forward-looking guidance, outlook, or management commentary regarding future financial performance or market risks.
Governance Resolutions:
- Board Election: Nine directors were re-elected to serve until May 2012.
- Compensation: Board members approved USD 80,000 annual compensation; Chairman receives an additional USD 280,000. Audit Committee members receive an additional USD 50,000.
- CEO Appointment: Mr. Daniel Agustin Novegil was appointed Chief Executive Officer with authority to manage day-to-day business.
- Auditor Appointment: PricewaterhouseCoopers S.à.r.l. was appointed as independent auditor for the fiscal year ending December 31, 2011.
Investor Verification Checklist
- Verify the exact financial performance figures (revenue, net income, EBITDA) for the year ended December 31, 2010, by reviewing the full audited financial statements referenced in the filing.
- Confirm the record date for the dividend payment of USD 0.075 per share to ensure eligibility.
- Review the full text of the amended Articles of Association to understand the implications of terminating the holding company status.
- Check subsequent filings for any updates on the appointment of Mr. Novegil as CEO and the delegation of management powers.