TRANSMISSORA ALIANÇA DE ENERGIA ELÉTRICA S.A.
Company Registry (NIRE): 33.300.278.435
Corporate Taxpayers’ ID (CNPJ/MF): 07.859.971/0001-30
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON MARCH 24, 2011
1.
DATE, TIME AND VENUE: March 24, 2011, at 3:00 p.m., at the Company’s headquarters
at Praça Quinze de Novembro, 20, 10º andar, sala 1003 (parte), Centro, in the city and state of
Rio de Janeiro.
2.
CALL NOTICE AND ATTENDANCE: The formalities of the call notice having been
complied with, the Board of Directors’ Meeting, on this date, was attended by the following
sitting members: Messrs. Luiz Henrique de Castro Carvalho, Carlos Roberto Cafareli, Ernesto
Paulo da Silva Nunes, Elemar José Heck, Jarbas Antônio de Biagi, Luiz Carlos da Silva
Cantídio Júnior, Pedro Grossi Júnior, Isacson Casiuch, Maurício Luis Luchetti and the alternate
members Carlos Alberto de Figueiredo Trindade Neto, Eliana Soares da Cunha Castello Branco,
Carlos Massaru Takahashi, Thereza Cristina Nogueira de Aquino. The meeting was also
attended by the members of the Company’s Fiscal Council Messrs. Eduardo Cysneiros de
Morais, José Maria Rabelo, Eduardo Alexandre Dutra Zimmermann, Clayton Ferraz de Paiva
and Ronald Gastão Andrade Reis. Also present as invited guests were three members of the
Executive Board, Messrs. Paulo Mota Henriques, Marco Antônio Resende Faria and Domingos
Sávio Castro Horta. Finally, representatives of the Company’s independent auditors (KPMG –
Auditores Independentes) were present at the headquarters to clarify any questions raised by the
Board members during this meeting.
3.
PRESIDING: Mr. Luiz Henrique de Castro Carvalho, chaired the meeting, , inviting Mr.
Ari Cesar Paiva de Almeida to act as secretary.
4.
AGENDA: To Resolve on: (i) the Company’s Management Report and Financial
Statements for fiscal year 2010, to be referred to the Annual Shareholders’ Meeting, which will
be convened at an opportune time ; and;(iii) the Technical Feasibility Study of Compensation
of Tax Credits, which establishes the accounting of deferred tax assets in the Financial
Statements for the year 2010, pursuant to CVM Instruction 371/2002; (iii) the proposal for
allocation payment of net income for fiscal year 2010, also to be referred to the Annual
Shareholders’ Meeting, which will be convened at an opportune time; and (iv) the variable
compensation of the statutory members of the Company’s Executive Board regarding fiscal year
2010.
5.
RESOLUTIONS TAKEN: After discussing the matters on the agenda, the Board members
decided, unanimously and without any restriction, to:
(i)
Approve the reclassification of fixed and intangible assets related to Concession
Contracts 001/2002, 087/2002, 006/2004 and 040/2000 to financial assets on January 1,
2009, the date of initial application of ICPC 1 issued by the Accounting
Pronouncements Committee (CPC) and approved by the Federal Accounting Council
(CFC) and the Securities and Exchange Commission of Brazil (CVM). Said
reclassification on said date was necessary given the impossibility of retroactive
application of this pronouncement to the beginning date of said concessions, since it is
not possible to reliably reconstruct the historical data of said concessions as they were
acquired by the Company between 2006 and 2008. Immediately thereafter, approve the
the Company’s Management Report, Financial Statements and respective
complementary documents, all of which are attached to these minutes, related to the
fiscal year ended December 31, 2010 and which will be submitted for final approval to
the Annual Shareholders’ Meeting , to be convened at an opportune time.
(ii)
Approve the attached "Technical Feasibility Study of Compensation of Tax Credits" of
the Company, pursuant to the terms set by the Executive Board and the Board of
Directors.
(iii)
Approve the proposal for the allocation of the 2010 net income in the amount of R$
428,630,102.27 (four hundred twenty-eight million, six hundred thirty thousand, one
hundred and two reais and twenty-seven centavos), as well as the balance of retained
earnings in 2009 arising from the implementation of the new accounting rules issued by
the Accounting Pronouncements Committee (CPC) and ratified by the Federal
Accounting Council (CFC) and the Securities and Exchange Commission of Brazil
(CVM), in the amount of R$333,415,715.67 (three hundred thirty-three million, four
hundred fifteen thousand, seven hundred fifteen reais and sixty-seven centavos), as
follows:
(i) R$21,431,505.11 (twenty-one million, four hundred thirty-one thousand, five
hundred five reais and eleven centavos, corresponding to 5% of net income, to the Legal
Reserve account, in compliance with Paragraph 1, Article 31 of the Bylaws;
(ii) R$407,198,597.16 (four hundred seven million, one hundred ninety-eight
thousand, five hundred ninety-seven reais and sixteen centavos), to the constitution of a
Special Profit Reserve, which shall be paid as dividends by May 31, 2011;
(iii) With the application of the new accounting rules, the balance of retained
earnings amounted to R$333,415,715.67 (three hundred thirty-three million, four
hundred fifteen thousand, seven hundred fifteen reais and sixty-seven centavos), which
will be used to constitute a retained earnings account to bear the costs of expansion,
pursuant to the capital budget proposal to be submitted by the management bodies to the
Shareholders’ Meeting, in accordance with paragraph 2 of Article 196 of Law 6404/76.
The proposal for the allocation of net income will be submitted to the Annual
Shareholders' Meeting, to be convened at an opportune time.
(iv)
Approval of the payment of variable compensation to the statutory members of the
Executive Board, subject to the limits and conditions listed in the attached document,
and which will be paid to the Statutory Officers by April 30, 2011.
7
CLOSURE: There being no further business on the agenda, the meeting was adjourned
and these minutes were drawn up, read, approved and signed by all present.
___________________________________
Luiz Henrique de Castro Carvalho
Chairman
____________________________________
Ari Cesar Paiva de Almeida
Secretary
Sitting Members:
___________________________________
Luiz Henrique de Castro Carvalho
____________________________________
Carlos Roberto Cafareli
___________________________________
Ernesto Paulo da Silva Nunes
____________________________________
Elemar José Heck
___________________________________
Jarbas Antônio de Biagi
____________________________________
Luiz Carlos da Silva Cantídio Júnior
___________________________________
Pedro Grossi Júnior
____________________________________
Isacson Casiuch
___________________________________
Maurício Luis Luchetti
Alternate Members:
___________________________________
Carlos Alberto de Figueiredo Trindade Neto
____________________________________
Carlos Massaru Takahashi
___________________________________
____________________________________
Thereza Cristina Nogueira de Aquino
Eliana Soares da Cunha Castello Branco
Fiscal Council:
___________________________________
Eduardo Cysneiros de Morais
____________________________________
José Maria Rabelo
___________________________________
Eduardo Alexandre Dutra Zimmermann
____________________________________
Clayton Ferraz de Paiva
____________________________________
Clayton Ferraz de Paiva