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Free Translation
BRASIL
TELECOM PARTICIPAÇÕES S.A.
Corporate Taxpayer
Registration # 02,570,688/0001-70
Board
of Trade NIRE: 53 3 0000581-8
Publicly
Held Company
CVM (Brazilian Securities and
Exchange Commission) # 01768-0
Minutes
of the Board of Directors Meeting
Held
on December 12, 2003
Date and time:
On December 12th
(twelve) 2003, at 9:00 a.m..
Venue:
Av. Presidente Wilson n° 231,
28th floor (part), city and state of Rio de Janeiro.
Call Notice:
Letter dated as of
December, 2nd, 2003, written by the Chairman of the Board of Directors, Mr. Luis Octavio
da Motta Veiga (doc. I).
Attendance:
The following members of
the Board of Directors of Brasil Telecom Participações S.A. (BTP) attended the
meeting: Arthur Joaquim de Carvalho, Verônica Valente Dantas, Carlos Bernardo Torres
Rodenburg, Carlos Alberto de Araújo and Lênin Florentino de Faria. Mrs. Maria Amália
Delfim de Melo Coutrim, alternate member of the Board of Directors of BTP, also attended
the meeting.
Board:
Chairman: Mr. Arthur Joaquim de
Carvalho, who invited Mr. Gabriel Filipe Corrêa de Andrade to be the Secretary of the
meeting.
(i) |
Deliberate over BTPs Budget for 2004; |
(ii) |
Deliberate over the Budget for 2004 of Brasil Telecom S.A. (BT), the BTPs subsidiary; |
(iii) |
Deliberate over BTPs managements proposal regarding the limit for the declaration of interests on own capital for the fiscal year 2004; |
(iv) |
Deliberate over BTs fund raising proposal and the respective guarantees to be provided by BTP to BT; |
(v) |
Deliberate over the proposal to summon an Extraordinary General Shareholders Meeting to elect a member for the Fiscal Council, based on the CVMs decision, inclluded in the Written Notice/CVM/SEP/GEA-2 n° 460/03; |
(vi) |
Deliberate over the constitution of BTs subsidiaries to deal with its real state assets. |
Deliberations:
Initially,
the Chairman registered the Vote Instruction, which was received for the Board members
appointed by Invitel, pursuant to Law 6,404/76, paragraphs 8 and 9 of article 118.
A copy of the Vote Instruction was filed at BTPs headquarters (doc. II).
Additionally, the Chairman registered the presence of BTPs Fiscal Council members.
(1) | Analyzing the first item of the Agenda the Chairman read to the members of the Board of Directors BTPs managements proposal regarding BTPs budget for 2004 (doc. III). |
Being submitted to vote, it was deliberated, by unanimity of attending Board members, the approval of BTPs managements proposal regarding BTPs budget for 2004 (doc. III). |
(2) | Then, the Chairman brought the second item of the Agenda to analysis, namely, the deliberation over BTPs managements proposal regarding the 2004 budget of BTPs subsidiary, BT (doc. IV). |
Being submitted to vote, it was deliberated, by unanimity of attending Board members, the approval of BTP's managements proposal regarding the 2004 budget of BTPs subsidiary, BT (doc. IV). |
(3) | Then, the Chairman brought to analysis the third item of the Agenda, namely, the deliberation over BTPs managements proposal regarding the limit for the declaration of interest on own capital for the fiscal year 2004 (doc. V). |
Being submitted to vote, it was deliberated, by unanimity of attending Board members the approval of BTPs managements proposal regarding the limit for the declaration of interest on own capital for the fiscal year 2004 (doc. V). |
(4) | The Chairman brought to analysis the fourth item of the Agenda namely, the deliberation over BTPs managements proposal for the BTs fund raising transaction and for the guarantees to be provided by BTP to BT (doc. VI). |
Being submitted to vote, it was deliberated, by unanimity of attending Board members, the approval of BTPs managements proposal for the BTs funds raising transaction and for the guarantees to be provided by BTP to BT (doc. VI). |
(5) | Afterwards, the Chairman brought to deliberation the fifth item of the Agenda, namely, BTPs managements proposal to summon an Extraordinary General Shareholders Meeting to elect a member for the Fiscal Council, based on CVMs decision, included in the Written Notice /CVM/SEP/GEA-2 n° 460/03 (doc. VII). Mr. Paulo Pedrão Rio Branco, BTPs CFO, presented the proposal to the members of the Board of Directors. |
Being submitted to vote, BTPs management proposals to summon an Extraordinary General Shareholders Meeting to elect a member for the Fiscal Council, based on CVMs decision, included in the Written Notice /CVM/SEP/GEA-2 n° 460/03, was approved by the unanimity of the Board members. |
(6) | Finally, the Chairman started the analysis and discussion related to the last item of the Agenda, presenting to the members of the Board of Directors, BTPs managements proposal related to the constitution of BTs subsidiaries to deal with its real state assets (doc. VIII), and thereafter invited Mr. Paulo Pedrão Rio Branco, BTPs CFO, to present the proposal and answer eventual questions. |
Being submitted to deliberation, BTPs managements proposal for the constitution of BTs subsidiaries to deal with its real state was approved by the unanimity of the members of the Board of Directors (doc. VIII). |
Adjournment:
Having
no further business to be discussed, the meeting was adjourned and the minutes herein
were drawn up, which, after being read, were approved by the Board members.
Rio de Janeiro, December 12, 2003.
___________________________________ |
___________________________________ |
Arthur Joaquim de Carvalho |
Gabriel Filipe Corrêa de Andrade |
BRASIL TELECOM PARTICIPAÇÕES S.A.
| ||
By: |
/S/
Paulo Pedrão Rio Branco
| |
Name: Paulo Pedrão Rio Branco
Title: Financial Executive Officer
|