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Telecom(TEO) - 2023 Q4 - Annual Report
TEOTelecom(TEO)2024-03-21 21:22
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Financial Performance - Telecom Argentina reported a negative retained earnings balance of AR257,729,766,816asofDecember31,2023[8].−TheBoardofDirectorsproposedtoabsorbthenegativeretainedearningsfromthe"VoluntaryReserve"tomaintaincapitalexpendituresandsolvency[19].CompensationandBudgetProposals−TotalcompensationfortheBoardofDirectorsforthefiscalyearendedDecember31,2023,isproposedatAR 257,729,766,816 as of December 31, 2023[8]. - The Board of Directors proposed to absorb the negative retained earnings from the "Voluntary Reserve" to maintain capital expenditures and solvency[19]. Compensation and Budget Proposals - Total compensation for the Board of Directors for the fiscal year ended December 31, 2023, is proposed at AR 889,453,418[22]. - The proposed compensation for the Supervisory Committee for the fiscal year ended December 31, 2023, is AR106,243,621[23].−ThebudgetfortheAuditCommitteeforFiscalYear2024issetatAR 106,243,621[23]. - The budget for the Audit Committee for Fiscal Year 2024 is set at AR 127,958,619[15]. - The compensation for audit services provided by Independent Auditors for Fiscal Year 2023 is proposed at AR490,046,900[28].−TheproposedcompensationfortheBoardofDirectorsofTelecomArgentinaforfiscalyear2023isAR 490,046,900[28]. - The proposed compensation for the Board of Directors of Telecom Argentina for fiscal year 2023 is AR 889,453,418.00, which is considered reasonable and adequate in terms of market conditions for similar companies[53]. - The budget for the Audit Committee's functioning for fiscal year 2024 is proposed to be AR 127,958,619.00, adjusted for inflation based on the currency as of August 31, 2023[30][47]. Shareholders' Meeting - The Shareholders' Meeting is scheduled for April 25, 2024, to discuss the proposals and financial documentation for Fiscal Year 2023[6]. - The Board of Directors will seek delegation of powers to decide on the release of the "Voluntary Reserve" for potential dividend distribution[19]. - The meeting will also address the performance of the Board of Directors and Supervisory Committee members during Fiscal Year 2023[21]. - The proposal to authorize advance payments of fees to Directors for fiscal year 2024 is contingent upon the decision of the Shareholders' Meeting[36][56]. Audit Committee Activities - The financial documentation for Fiscal Year 2023 includes the Integrated Annual Report and Financial Statements, which have been approved by the Board and Audit Committee[18]. - Telecom Argentina plans to appoint Price Waterhouse & Co. S.R.L. as Independent Auditors for fiscal year 2024, with Alejandro Javier Rosa as the certifying accountant[39][41]. - The total amount proposed for the Independent Auditors' services for fiscal year 2023 is AR 490,046,900.00, which includes AR334,810,700.00forfinancialstatementsauditandAR 334,810,700.00 for financial statements audit and AR 155,236,200.00 for Sarbanes-Oxley Act certification[38][42]. - The Audit Committee unanimously approved the proposed fees for the Independent Auditors, considering the complexity and specialization required for the audit activities[41]. - The Audit Committee's total expenses for fiscal year 2023 amounted to AR$ 9,714,715.00[45]. - The Audit Committee conducted a review of Price Waterhouse & Co. S.R.L.'s performance and concluded that the firm meets stringent levels of quality and independence[44][45]. - The Audit Committee's budget request for fiscal year 2024 is consistent with the estimated needs for training and advisory services[47]. Meeting Format - The meeting was held in a hybrid format, allowing both in-person and remote participation, ensuring accessibility for all members[33].