Novo Mercado (NSF)
Transcrição
Novo Mercado (NSF)
LIGHT S.A. Corporate Taxpayer ID (CNPJ/MF): 03.378.521/0001-75 Company Registry (NIRE): 3.330.026.316-1 PUBLICLY HELD COMPANY MINUTES OF THE BOARD OF DIRECTORS’ MEETINGS OF LIGHT S.A., HELD ON APRIL 9, 2010, DRAWN UP IN SUMMARY FORM, IN ACCORDANCE WITH PARAGRAPH 1 OF ARTICLE 130 OF LAW 6,404/76. 1. Date, time and venue: April 9, 2010 at 10:30 a.m., at Av. Marechal Floriano nº 168, parte, 2º andar, Corredor A, Centro, in the city and state of Rio de Janeiro. 2. Attendance: The board members Aldo Floris, Ana Marta Horta Veloso, Carlos Roberto Teixeira Junger, Djalma Bastos de Morais, Firmino Ferreira Sampaio Neto, João Márcio Lignani Siqueira, Luiz Carlos Costeira Urquiza, Sérgio Alair Barroso, the chairman of the meeting, Carlos Alberto da Cruz, Elvio Lima Gaspar and Maria Silvia Bastos Marques. Also present at the meeting, though not participating in voting, were the following alternates: Fernando Henrique Schuffner Neto, João Batista Zolini Carneiro, João Procópio Loures Vale, Luiz Fernando Rolla, Paulo Reckziegel Guedes, Almir José dos Santos, Joaquim Dias de Castro and Carmen Lúcia Claussen Kanter. The lawyer Patricia Veiga Borges was invited to serve as secretary. 3. Agenda and Resolutions: 3.1. The election of the Chairman and the Vice-Chairman of Board of Directors of Light S.A. and Light S.E.S.A. The Board unanimously approved and instructed the members appointed by Light S.A. to the Board of Directors of Light S.E.S.A. to approve the appointment of Sérgio Alair Barroso and Aldo Floris, respectively, to the positions of Chairman and Vice-Chairman of the Board of Directors of Light S.A. and of Light S.E.S.A., both with terms of office of one (1) year. 3.2. Appointment of Members to the Committees of the Board of Directors. The Board unanimously approved the appointment of the following members to the Board of Directors’ Committees: Audit Committee Finance Committee Paulo Guedes Paulo Guedes Paulo Guedes Djalma Morais* Paulo Guedes* João Procópio Vale* João Procópio Vale Fernando Schuffner* Sérgio Barroso João Procópio Vale Ana Marta Veloso Ana Marta Veloso Ana Marta Veloso Firmino Sampaio Neto Ana Marta Veloso Carlos Junger Lauro De Luca* Carlos Junger Ricardo Simonsen Lauro De Luca *Coordinators Management Committee Governance Committee HR Committee 3.3. Ratification of the Executive Officer Positions of Light S.A. and Light SESA. 3.3.1. Given the resolutions of the Annual and Extraordinary Shareholders’ Meetings of Light S.A. and Light S.E.S.A. held on March 24, 2010, which redefined the names, attributions and responsibilities of the respective Executive Boards in accordance with Article 15 of said companies, the Board of Directors unanimously ratified Decision (DEC) 001/2010, issued by the chief executive officer of Light S.A. and instructed the members appointed by Light S.A. to the Board of Directors of Light S.E.S.A. to ratify DEC 002/2010 issued by the Chief Executive Officer of Light S.E.S.A., who appointed the current Executive Officers elected at the Board of Directors’ meeting held on March 2, 2010, to take assume, as of March 24, 2010, the attributions described in the Bylaws of Light S.A. and Light S.E.S.A., as described below: At the Board of Directors’ Meeting of Mar/2/2010 LIGHT S.A. Executive Officer Paulo Carvalho Filho As of the Extraordinary Shareholders’ Meeting of Mar/24/2010 Chief Executive Officer Vice-Chief Financial and Investor Relations Officer (interim) Chief Human Resources Officer Chief Corporate Management Officer Evandro Leite Vasconcelos Chief Energy Officer Chief Executive Officer Vice-Chief Executive and Investor Relations Officer (interim) Chief Human Resources Officer Chief Sustainable Development and Concession Officer Vice-Chief Executive of Operations and Clients and, cumulatively, Chief Generation Officer Chief Network Officer Jerson Kelman Chief New Business and Institutional Officer Paulo Roberto Ribeiro Pinto At the Board of Directors’ Meeting of Mar/02/2010 Chief Executive Officer Vice-Chief Executive and Investor Relations Officer (interim) Chief Human Resources Officer Sustainable Development and Concessions Officer João Batista Zolini Carneiro Ana Silvia Corso Matte José Humberto de Castro LIGHT S.E.S.A. Executive Officer Jerson Kelman João Batista Zolini Carneiro Ana Silvia Corso Matte Paulo Carvalho Filho Chief Distribution Officer Chief New Business and Institutional Officer As of the Extraordinary Shareholders’ Meeting of Mar/24/2010 Chief Executive Officer Chief Financial and Investor Relations Officer (interim) Chief Human Resources Officer Chief Corporate Management Officer At the Board of Directors’ Meeting of Mar/02/2010 LIGHT S.E.S.A. Executive Officer Vice-Chief Operations and Client Officer and Transmission and, cumulatively, Chief Transmission and Environment Officer Chief Network Officer Evandro Leite Vasconcelos Chief New Business and Institutional Officer Paulo Roberto Ribeiro Pinto José Humberto de Castro As of the Extraordinary Shareholders’ Meeting of Mar/24/2010 Executive Officer Chief Distribution Officer Chief New Business and Institutional Officer 3.3.2. Executive Officer Positions at Light Energia S.A. The Board unanimously approved the vote manifestation of Light S.A. at the Extraordinary Shareholders’ Meeting of Light Energia S.A. to be convened to approve the change in (i) the position of Vice-Chief Executive and Investor Relations Officer to Chief Financial and Investor Relations Officer and (ii) the position of Chief Generation Officer to Chief Energy Officer. 3.4. Strategic Plan 2010-2013. The Board unanimously approved and instructed the members appointed by Light S.A. to the Board of Directors of Light S.E.S.A. to approve the amended version of the Strategic Plan 2010-2013 , as presented by the Executive Board. 3.5. Additional Dividends of Light S.E.S.A. The Executive Board submitted a proposal for the distribution of dividends by Light S.E.S.A. related to the net income recorded in fiscal year 2009. As per the favorable recommendation by the Finance Committee, the Board unanimously approved and instructed the members appointed by Light S.A. to the Board of Directors of Light S.E.S.A. to approve the convening of an Extraordinary Shareholders’ Meeting of Light S.E.S.A. to resolve on the distribution of dividends by Light S.E.S.A. in the amount of R$29,145,844.00 (twenty-nine million, one hundred forty-five thousand, eight hundred forty-four reais), drawing on the Profit Reserve on the balance sheet at December 31, 2009. The Board unanimously approved the vote manifestation of Light S.A. at the Extraordinary Shareholders’ Meeting of Light S.E.S.A. in favor of the approval of the matters in item 3.5 herein. 3.6. ACD – Suretyship Light S.A. – PROESCO Light Esco. In accordance with the favorable recommendation of the Finance Committee, the Board unanimously, with the abstention of board member Elvio Gaspar Lima, approved the proposal submitted by the Executive Board, in accordance with ACD F-003/2010, to amend the terms of the PROESCO – BNDES loan to be contracted by Light Esco Prestação de Serviços S.A. and approved by the Board on October 16, 2009 (in accordance with ACD F009/2009), with Light S.A. serving as the surety and intervening party, as joint and several debtor and the main repayer of all obligations arising from the loan, in order to implement the energy efficiency project to be implemented at the Quartier Ipanema building, in accordance with the main conditions described below and in Decision P02/2010-BNDES of January 28, 2010: Beneficiary: Light Esco Prestação de Serviços S.A. Amount financed: R$ 533,383.00, divided into 2 sub-loans listed below: Sub-loan “A”: R$ 249,690.00, allocated to general financeable items; Sub-loan “B”: R$ 283,693.00, allocated to the acquisition of three chillers with screw compressors and water condensation, model RCU220WSZ2B5P, with nominal capacity of 217 TR. Purpose: to replace 3 chillers with capacity of 217 TR and service packages and equipment to modernize the Cold Water Station. Intervening Party: Light S.A. Guaranty: Suretyship given by Light S.A. Cost: Long-term interest rate (TJLP) + 2.18% per annum (Sub-loan “A”) and 4.50% per annum (Sub-loan “B”) Financing term: Up to 6 years, with a grace period of May 15, 2010. Utilization term: Until May 15, 2010. Amortization: Up to 60 monthly installments as of June 15, 2010. 3.7. ACD – Guarantee Banco Modal. In accordance with the favorable recommendation of the Finance Committee, the Board unanimously approved and instructed the members appointed by Light S.A. to the Board of Directors of Light S.E.S.A. to approve the proposal submitted by the Executive Board regarding the contracting by Light S.E.S.A. of a guaranty from Banco Modal, pursuant to ACD F-007/2010, according to the main conditions described below: Guaranty bank: Banco Modal Beneficiary: 10th Federal Court of the Judicial District of Rio de Janeiro Purpose: To guarantee the monetary obligations related to the tax credit that is the object of Writ of Mandamus 2000.51.01.025943-9, requesting the cancellation of NFLD 35.065293-7 issued by the National Social Security Institute (INSS), requiring the payment of pension contributions on the Advance Payments of Vacations, Special Bonus for Meter Readers and Food Vouchers. Principal debtor: Light Serviços de Eletricidade S.A. Amount: R$ 27,485,016.46 (base March 2010) Issue: Immediate Maturity: Agreement with a set term of 3 years and the issue of a letter for an indeterminate period. Commission: 0.95% of the amount of the guaranty, paid annually in advance. Guaranty: Promissory Note equivalent to up to 120% of the guaranty amount 3.9. Social and Environmental Report of Light SESA and Light Energia. In accordance with the favorable recommendation from the Governance and Sustainability Committee, the Board unanimously approved and instructed the members appointed by Light S.A. to the Board of Directors of Light S.E.S.A. to approve the Annual Social and Environmental Responsibility Report (2009) of Light S.E.S.A. to be submitted to the National Electric Power Agency (ANEEL). In accordance with the favorable recommendation of the Governance and Sustainability Committee, the Board unanimously approved the manifestation of a favorable vote by Light S.A. at the Extraordinary Shareholders’ Meeting of Light Energia S.A. related to the approval of the Annual Social and Environmental Responsibility Report (2009) of Light Energia to be submitted to ANEEL. 3.20. ACD – Sale of property at Ilha do Governador and Bonsucesso. In accordance with the favorable recommendation of the Management Committee, after appraising the properties, the Board unanimously approved and instructed the members appointed by Light S.A. to the Board of Directors of Light S.E.S.A. to approve the proposal submitted by the Executive Board to (i) release and sell the property located at Estrada do Galeão nº 2.220, Ilha do Governador, with area of approximately 4,740m², for R$3,500,000.00, in accordance with ACD T-003/2010, and (ii) sell the property located at Rua Teixeira de Castro nº 488, Bonsucesso, with area of approximately 2,392m², for R$750,000.00, in accordance with ACD T-004/2010. This is a summary of the minutes of the Company’s Board of Directors held on this date. Rio de Janeiro, April 9, 2010 Patricia Veiga Borges Secretary
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