Our shareholders set the remuneration paid to our board members, including their salaries and any additional salary derived from permanent execution by the board members of any administrative or technical functions.
Remuneration of our board members is within the parameters set by the Law on Business Corporations, and following the Offering, CNV regulations. Any remuneration paid to our board members must first be approved at an ordinary shareholders meeting. Article 261 of the Law on Business Corporations and the CNV regulations specify that the maximum remuneration which may board members of a corporation may receive, including salaries and other remuneration for performing technical or administrative duties, cannot exceed 5% of our “calculable profits” for the year if dividends have not been distributed, and may be increased proportionately to a maximum of 25% of our “calculable profits” for the year if dividends have been distributed. Calculable profits are defined as the net profits earned in a year after taxes plus (or minus) adjustments from previous years calculated after accumulated losses, minus reserve requirements, plus the remuneration paid to board members in the year. However, both the Law on Business Corporations and the CNV regulations establish that this percentage may be exceeded if it is insufficient to cover the fixed fees distributed among board members who perform specific duties, provided the fees which exceed the percentage established are expressly approved at an ordinary shareholders meeting at which approval of the fees is expressly included in the meeting agenda.
Our board members did not receive any remuneration for the year ended December 31, 2009.