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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' MEETING HELD MARCH 4TH, 2008


 
DATE, TIME AND PLACE: March 4th, 2008, at 2:30pm, in the city and State of Rio de Janeiro.

ATTENDANCE: Messrs. Giorgio della Seta Ferrari Corbelli Greco, Stefano Ciurli, Mario Cesar Pereira de Araujo, Francesco Saverio Locati, Isaac Selim Sutton, Maílson Ferreira da Nóbrega, Josino de Almeida Fonseca, representing all members of Board of Directors of the Company. Mr. Stefano Ciurli attended the meeting by means of conference call as provided for in section 29, paragraph second, of the By-laws. Also attended the meeting Messrs. Celso Giacometti, Vicente de Paulo Barros Pegoraro and Miguel Roberto Gherrize, all members of the Company's Statutory Audit Committee, as set forth in section 163, paragraph 3 of Law 6.404/76. Mr. Gianandrea Castelli Rivolta (Financial and Investor Relations Director), Mrs. Katia Nozela (Financial Department) and the independent auditors Directa Auditores and Ernst & Young Auditores Independentes, auditors of the Company and of its controlled companies, TIM Celular S.A. and TIM Nordeste S.A., also attended.

BOARD: Mr. Giorgio della Seta Ferrari Corbelli Greco – Chairman; and Mrs. Alessandra Catanante – Secretary.

AGENDA: (1) examine, discuss and approve the management report and the financial statements of the Company for the year ending December 31st, 2007; (2) examine, discuss and approve the proposal for the allocation of the results related to 2007 fiscal year and distribution of dividends of the Company; (3) examine, discuss and approve the management proposal for the Company's capital increase; (4) examine, discuss and consider the proposed compensation of the members of the Statutory and Audit Committee; (5) examine, discuss and approve the proposed compensation of the management; (6) examine, discuss and approve the engagement of the Independent Auditors for the year 2008; (7) examine, discuss and approve the proposed budget of the Company; (8) approve the convening of Ordinary and Extraordinary Shareholders' Meeting, to decide upon matters listed on items (1) (2) (3) (4) (5) above; (9) Closing of SOX; (10) examine, discuss and approve the proposal for capital funding for the period of 2008; and (11) other relevant matters.

RESOLUTIONS: Upon review and discussion of the matters included in the Agenda, the Board Members resolved to: (1) approve, by unanimous votes, and without any restriction, the financial statements of the Company as of December 31st, 2007, which were the submitted to a limited review by the independent auditors of the Company, Directa Auditores; (2) approve, by unanimous votes, and without any restriction, the management proposal for the allocation of the results related to 2007 fiscal year and the distribution of dividends by the Company, according to the attached proposal; (3) approve, by unanimous votes, and without any restriction, the Company's capital increase proposal, with the issuance of new shares, upon the capitalization of a portion of the Special Goodwill Reserve corresponding to the amount of the fiscal benefit accrued by the Company's subsidiaries during the fiscal year 2007, such benefit resulting from the amortization of the goodwill accounted by the subsidiaries in the year 2000, being R$37,904,239.62 (thirty seven million, nine hundred and four thousand and two hundred and thirty-nine reais and sixty two cents) related to TIM Celular S.A. and R$25,180,628.40 (twenty-five million, one hundred eighty thousand, six hundred twenty eight reais and forty cents) related to TIM Nordeste S.A. (4) following presentation from the Human Resources Director and the relevant discussions, it has been considered in favor of the proposed compensation of the members of the Statutory and Audit Committee for the fiscal year 2008, according to the attached proposal. It is hereby stated that this proposal will be submitted for deliberation of the Ordinary and Extraordinary Shareholders' Meeting to be convened as stated on item (8) below; (5) following presentation from the Human Resources Director and the relevant discussions, it was unanimously approved, the proposed compensation of the management of the Company for the fisscal year 2008, according to the attached proposal. It is recorded that this proposal will be submitted for deliberation of the Ordinary and Extraordinary Shareholders' Meeting to be convened as stated on item (8) below; (6) approve, by unanimous votes, and without any restriction, the engagement of the independent auditors, as follows: TIM Participações S.A.: BR GAAP – Directa, US GAAP and IFRS - Ernst & Young; TIM Celular SA and TIM Nordeste S.A.: BR GAAP - Ernst & Young; (7) in the terms of the material drafted by the Officers and delivered to the members of the Board of Directors, approve, unanimously and without any restriction, the budget of the Company and its subsidiaries for the period 2008, and the highlights of the budget for 2009 and 2010; (8) approve the call of the Company's Ordinary and Extraordinary Shareholders' Meeting to be held on first call on April 11th, 2008, at 11am, to deliberate upon matters listed on items (1) (2) (3) (4) and (5) above; (9) after presentation performed by Mrs. Debora Soares and the discussions relevant to the closing of SOX procedures, the embers of the Board were duly acknowledged of the outcomings of the project; (10) as stated on the documentation presented to the members of the Board, approve the hiring, by the Subsidiaries of the Company, of lines of credit in the maximum value of up to R$ 480,000,000.00 (four hundred and eighty million reais) during the year 2008, for a 1 (one) year period; and (11) no other matter has been raised by the members of the Board of Directors.

CLOSING: With no further issues to discuss, the meeting was closed and these minutes drafted, as summary, and read, approved and signed by the attending Board Members.

 
Rio de Janeiro (RJ), March 4th, 2008.


Giorgio della Seta Ferrari Corbelli Greco Alessandra Catanante
Chairman Secretary
   
Mario Cesar Pereira de Araújo Stefano Ciurli
Board Member Board Member
   
Francesco Saverio Locati Maílson da Nóbrega
Board Member Board Member
   
Josino de Almeida Fonseca Isaac Selim Sutton
Board Member Board Member
   
Celso Giacometti Miguel Roberto Gherrize
Statutory Audit Committee Member Statutory Audit Committee Member
   
Vicente de Paulo Barros Pegoraro  
Statutory Audit Committee Member  

 

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