Business Context and Reporting Period
This Form 6-K filing by Grupo Supervielle S.A. (Supervielle Group S.A.) is dated April 16, 2020. The document serves as a response to an information request from shareholder FGS-ANSES regarding the Ordinary and Extraordinary Shareholders' Meeting scheduled for April 28, 2020. The filing addresses corporate governance, shareholding structure, and financial statement details for the fiscal year ended December 31, 2019.
Key Financial Metrics
The filing provides specific data regarding the company's share capital, voting structure, and net income for the 2019 fiscal year. Detailed revenue, cash flow, or debt figures are not included in this specific document.
- Net Income (2019): AR$ 4,257,932,989.95 (after taxes).
- Computable Earning (2019): AR$ 4,316,909,589.84 (includes allocations to Board and Supervisory Committee).
- Total Shares Outstanding: 456,722,322.
- Total Voting Rights: 703,675,074.
- Major Shareholder: Julio Patricio Supervielle holds 57.89% of total votes.
- Float: Represents 42.11% of total votes.
Material Changes and Governance Details
The filing outlines the current composition of the Board of Directors and the Supervisory Committee, noting that terms for several directors expire on December 31, 2020, while one director's term expired on December 31, 2019. A significant accounting clarification is provided regarding inflation adjustments:
- Financial Statement Presentation: The 2019 financial statements are not restated in a homogeneous currency (IAS 29) as they follow Argentine Central Bank (BCRA) regulations. IAS 29 application is scheduled to begin for the fiscal year starting January 1, 2020.
- Board Remuneration (2018): Confirmed global amount of AR$ 34,421,360 for seven members. No technical-administrative fees or labor relationships exist for directors.
- Supervisory Committee Fees (2019): Specific fees were proposed for individual syndics, with some amounts paid in advance during the year.
- Auditor Remuneration: The proposed fee for the 2019 audit is AR$ 3,017,231, representing a 43% increase over 2018, which the company notes is lower than the 2019 inflation rate.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, revenue forecasts, or management commentary on market outlook. However, it addresses specific corporate actions and contingencies:
- Dividend Policy: The company proposes the creation of a "Voluntary Reserve" for future dividend distribution and/or investments. This is the first time such a reserve is being proposed; therefore, there is no historical evolution of this specific reserve.
- Dividend Restrictions: There are no restrictions on profit distribution other than legal requirements that profits must be liquid and realized. The legal reserve has reached the 20% cap of share capital.
- Debt Issuance Authority: The filing seeks shareholder renewal of delegation powers for the Board to issue negotiable obligations under a Global Programme with a face value of up to AR$ 1,000,000,000 (or equivalent).
- Audit Committee Budget: The approved budget for 2019 was AR$ 2,300,000, of which only AR$ 138,000 (excluding VAT) was executed.
Investor Verification Checklist
- Verify the shareholding structure and confirm Julio Patricio Supervielle's controlling interest (57.89% of votes).
- Confirm the accounting methodology for 2019 (BCRA standards without IAS 29 inflation restatement) versus the planned shift to IAS 29 for 2020.
- Review the proposed Voluntary Reserve details in the "Voting Recommendations" document (ID # 2594048) to understand the rationale for retaining earnings rather than immediate distribution.
- Validate the auditor fee increase of 43% against the specific scope of work for the 2019 fiscal year.
- Check the status of the Global Negotiable Obligations Programme to understand potential future debt issuance up to AR$ 1 billion.