Business Context and Reporting Period
Company: Macro Bank Inc. (Banco Macro S.A.)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: June 5, 2009
Subject: Submission of the Report on the Code of Corporate Governance to the Argentine Securities Exchange Commission (CNV). The filing details the Board of Directors' adherence to corporate governance guidelines, risk management frameworks, and shareholder relations policies.
Key Financial Metrics
The filing text does not provide specific financial data. This document is a qualitative report on corporate governance practices and does not contain revenue, profit, cash flow, margins, debt, or liquidity figures.
Material Changes
No material financial changes are reported in this filing. The document outlines the company's ongoing adherence to General Resolution 516 issued by the CNV regarding good corporate governance practices. It notes that the Board of Directors has approved the Code of Corporate Governance and that the company is in an "initial stage" of incorporating these provisions into its By-laws on a gradual basis.
Guidance, Outlook, and Management Commentary
- Strategy and Risk: The Board of Directors is responsible for approving the business plan, investment/financing policy, and risk management framework. An Assets and Liabilities Committee determines financial strategy and manages liquidity, rate, and currency risks.
- Board Composition: The Board maintains at least three independent directors. The Audit Committee is composed of three regular independent directors and one alternate independent director.
- Training: The Board does not establish specific training programs for directors, citing their vast experience in the financial market. Top management executives receive annual training designed by the human resources department.
- Dividend Policy: Dividend distribution is governed by BCRA Communication "A" 4664 and the company's by-laws. The policy aims to balance distributed amounts with investment and expansion policies, though it may be limited by market regulations or strategic plans.
- Auditor Rotation: The independent auditor must rotate every five years per CONAU provisions. However, the Bank has no specific policy regarding the rotation of the audit firm itself.
- Remuneration: Director remuneration is fixed by the Shareholders' meeting based on reasonability and reported results. The Board currently does not consider a remuneration committee necessary.
Investor Verification Checklist
- Verify the specific financial performance (revenue, net income, capital adequacy) in the company's most recent Form 20-F or quarterly reports, as this filing contains no financial numbers.
- Confirm the current composition of the Board of Directors and the specific identities of the independent directors via the company's investor relations website.
- Review the latest Annual Report to determine if the gradual incorporation of the Code of Corporate Governance into the By-laws has been completed.
- Check the status of the independent auditor rotation to ensure compliance with the five-year policy mentioned in the filing.
- Assess the impact of BCRA regulations on the company's dividend policy and capital allocation strategies.