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TIM PARTICIPAÇÕES S.A.
Publicly-Held Company
CNPJ/MF 02.558.115/0001-21
NIRE 33.300.276.963

MINUTES OF THE BOARD OF DIRECTORS' HELD ON MAY 05TH , 2009


 
DATE, TIME AND PLACE: On May 05th , 2009, at 14:30 pm, at Avenida das Américas, No. 3.434, 1st Block, 6th floor, Barra da Tijuca, in the City and State of Rio de Janeiro.

ATTENDANCE: The Board of Directors of TIM Participações")wasS.gatheredA.at the date, time and place above mentioned in the presence of Messrs. Mario Cesar Pereira de Araujo, Andrea Sandro Calabi and Manoel Horácio Francisco da Silva, members of the of Directors. Pursuant to the provided for in the Section 29, § 2nd of the Company's-Laws, Messrs. Gabriele Galateri di Genola, Oscar Cicchetti and Stefano de Angelis attended the meeting by means of video conference. Moreover, due to the impossibility to attend the meeting, Mr. Maílson Ferreira da Nóbrega has sent to the Chairman of the Board of Directors his "Voting Statement"regarding the items of the agenda, which shall be filed .in Also attended the meeting Mr. Miguel Roberto Gherrize, Chairman of the Statutory Audit Committee, Mr. Claudio Zezza, Chief Financial and Investor Relations Officer and Mrs. Alessandra Catanante, General Secretary of the Company.

BOARD: Mr. Mario Cesar Pereira de Araujo –Chairman; and Mrs. Alessandra Catanante – Secretary.

AGENDA: (1) Appoint the members of the Special Advisory Committees of the Board of Directors; (2) Appoint the General Secretary of the Board of Directors; (3) Resolve on the distribution of the compensation of the Board of Directors, which was approved in the Annual and Extraordinay Shareholders' Meetingheld on April of02nd , 2009;the(4) ResolveCompanyon the quarterly information ("ITR")of the Company dated as of March 31st , 2009; and (5) Other matters related to the items of the agenda or even of general interest to this Company.

RESOLUTIONS: Upon review and discussion of the matters included in the Agenda and the related material, the Board Members resolved, by unanimous vote and with no restrictions: (1) Appoint, (a) to compose the Compensation Committee, Messrs. Oscar Cicchetti, Andrea Sandro Calabi and Carmelo Furci, being recorded herein that the appointment of this last Director shall be subject to the obtainment of the pertinent authorization regarding his permanent visa, which process is currently in progress in the competent bodies; and (b) to compose the Internal Control and Corporate Governance Committee, Messrs. Maílson Ferreira da Nóbrega, Manoel Horácio Francisco da Silva and Carmelo Furci, being recorded herein that the appointment of this last Director shall be subject to the obtainment of the pertinent authorization regarding his permanent visa, which process is currently in progress in the competent bodies; (2) Re-conduct in the position of General Secretary of the Board of Directors, Mrs. Alessandra Catanante Nasser de Melo, by proposal of the Chairman of the Board of Directors, in accordance to its Internal Regulation; (3) Approve the distribution of the compensation of the Board of Directors, which was approved in the Annual and Extraordinary Shareholders' on April 02nd, 2009, pursuant to the document eadquarters,filed being recorded hereinin the that Messrs. Mario Cesar Pereira de Araujo, Gabriele Galateri di Genola, Oscar Cicchetti and Stefano de Angelis expressly waived to their compensations; (4) Approve the quarterly information ("ITR") of the Company dated as of March 31st, 2009, which was subject to a limited revision by the independent auditors of the Company, Ernst & Young Auditores Independentes S.S.; and (5) Later, the Chairman of the Board of Directors asked if anyone of the attending members had any other matter of interest to the Board. Since none of the members wished to present any other matter to the Board, the Chairman informed and acknowledged the Board Members about the receipt of a letter sent by Mr. Antonino Ruggiero, whereby he thanks for his appointment to the position of Alternate Member of the Board of Directors, but informs, however, that he will not be able to accept such appointment due to matters related to his visa in this country, being recorded and accepted by the Board such motivation and being filed such letter.

CLOSING: With no further issues to discuss, the meeting was adjourned and these minutes drafted, read, approved and signed by the attending Board Members. Board Members: Messrs. Mario Cesar Pereira de Araujo, Gabriele Galateri di Genola, Oscar Cicchetti, Manoel Horácio Francisco da Silva, Andrea Sandro Calabi, Stefano de Angelis and Maílson Ferreira da Nóbrega.

I herein certify that these minutes are the faithful copy of the original version duly recorded in the respective book.

 
Rio de Janeiro (RJ), May 05th, 2009.


ALESSANDRA CATANANTE
General Secretary
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