Form 6-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15b-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2010

 

 

Irsa Inversiones y Representaciones Sociedad Anónima

(Exact name of Registrant as specified in its charter)

Irsa Investments and Representations Inc.

(Translation of registrant´s name into English)

 

 

Republic of Argentina

(Jurisdiction of incorporation or organization)

Bolívar 108

(C1066AAB)

Buenos Aires, Argentina

(Address of principal executive offices)

 

 

Form 20-F  x             Form 40-F  ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ¨             No  x

 

 

 


IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA

(THE “COMPANY”)

REPORT ON FORM 6-K

Attached is an English translation of the summary of the letter dated August 27, 2010 filed by the Company with the Comisión Nacional de Valores and the Bolsa de Comercio de Buenos Aires.


Buenos Aires, August 23, 2010

To

IRSA’s Board Members

As required by Decree 677/01 of the CNV, the Audit Committee hereby complies with its annual presentation to the Board of Directors and Supervisory Committee of its action plan for the 2011 fiscal year, which shall comply with the provisions of the CNV’s Public Offering Transparency System and shall also observe the rules set forth by the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE), applicable to the company in its capacity as foreign issuer.

ACTION PLAN OF IRSA’S AUDIT COMMITTEE - FISCAL YEAR 2011

 

1. INDEPENDENT AUDITORS

DESIGNATION

 

   

The Audit Committee shall render an opinion on the proposal for appointment of independent auditors (concerning their reappointment or replacement) to be submitted by the Board of Directors to the Annual Shareholders’ Meeting; evaluating the auditors` backgrounds for the purpose of establishing whether they support its appointment from a technical and ethical point of view. Also, the Audit Committee shall request any additional and supplementary documents required in order to render an opinion regarding the appointment and to verify if the independence standards required under the applicable laws are met. A written statement regarding the independence commitment and reference to the policies adopted in such regard by the proposed Auditing Firm shall be required.

 

   

The Audit Committee shall verify whether the regular and alternate certifying auditors have filed with the Argentine Securities Commission the affidavits required under Section 12 of Decree 677/01 giving notice of any criminal, administrative or professional sanctions imposed on them.

 

   

The Audit Committee shall pre-approve the services to be rendered by the Independent Auditors, including audit and non-audit services, seeing that they fall within the scope of admitted services and overseeing that the independence standards set forth in the laws are met.

PERFORMANCE MONITORING

 

   

The Audit Committee shall take notice of the independent auditors’ work plan, being entitled to propose changes or additions, if it considered appropriate.

 

   

Through periodical meetings held for the treatment of accounting information, it shall analyze if there are any changes in accounting principles or in its application procedure, as well as issues that require more subjective criteria, or that stand out for their significance.

 

   

The Audit Committee shall monitor the development of the proposed tasks and recommendations or remarks given by the Independent Auditors.

 

   

The Audit Committee shall follow up the control testing tasks performed by the Independent Auditors under the Sarbanes Oxley Law, considering any material or significant deficiencies detected.


   

The Audit Committee shall render an opinion regarding the Independent Auditors’ performance at the time of submitting its Annual Management Report.

 

2. INTERNAL AUDITORS

 

   

The Audit Committee shall review the Internal Auditors’ work plan and its scope, and may propose any changes or additional duties as deemed necessary.

 

   

The Audit Committee shall hold meetings with the Internal Auditors, with such frequency as determined by the Audit Committee, in order to follow up its activity and consider the reports resulting from reviews, comments made, and the level of implementation by the audited areas, in order to note the level of commitment assumed for the regularization of the observed.

 

   

The Audit Committee shall evaluate the Internal Auditors’ performance and shall render an opinion thereon at the time of the annual presentation of the Financial Statements.

 

3. FINANCIAL INFORMATION, MATERIAL EVENTS AND FUNCTIONING OF ADMINISTRATIVE – ACCOUNTING AND INTERNAL CONTROL SYSTEM.

 

   

The Audit Committee shall continue to supervise the functioning and on-going improvement of the internal control and administrative-accounting systems, their reliability and the financial information disclosed to the markets and control agencies. To such end, it shall hold periodical meetings with the management areas, the General Manager, and the Internal and Independent Auditors.

 

   

The Audit Committee shall follow up the tasks to be performed in connection with the Sarbanes Oxley Act certification and shall monitor the corrective measures to be adopted in case of detecting significant or material deficiencies, as defined in PCAOB Auditing Standard No. 5.

 

   

The Audit Committee shall promote the continued release of internal policies, rules and procedures that optimise the development of the transactions and the application of adequate controls.

 

   

The Audit Committee shall verify the development of the Implementation Plan of the International Financial Reporting Standards.

 

   

The Audit Committee shall schedule meetings with the CEO in order to consider relevant issues arising from Internal and External Audit Reports, that as a result of their significance justifies their consideration.

 

   

The Audit Committee shall receive information from the Chief Executive Officer (CEO) and/or the Chief Financial Officer (CFO) regarding any significant deficiency or material weakness in the design of controls over the administrative-accounting system.

 

4. RISK MANAGEMENT

 

   

The Audit Committee shall continue to supervise the development of risk management policies, focusing on aspects such as prevention of fraud, IT security, availability of lines for filing claims and any further matters recommended by good practices.

 

   

Meetings will be held with those areas which pose a special risk for the company in view of the matters within their authority.


5. REPORTING OF IRREGULARITIES AND CONFLICTS OF INTEREST

 

   

The Audit Committee shall continue to monitor the process for reporting irregularities and conflicts of interest set forth in the Code of Ethics. The Audit Committee shall continue to receive, through the channel provided to such effect, anonymous or identified claims made in connection with accounting, external audit and internal control matters.

 

   

The Audit Committee through the quarterly reports submitted by the Ethics Committee will continue to report complaints or claims received on the enabled channels, the investigations made in each case and its subsequent resolutions evaluating simultaneously the implementation of the Company’s Code of Ethics.

 

   

The Audit Committee shall report to the market complete information regarding transactions in which there is conflict of interest with members of corporate bodies or controlling shareholders.

 

6. TRANSACTIONS BETWEEN RELATED PARTIES OR INVOLVING CONFLICTS OF INTEREST.

 

   

At the request of the Board of Directors or any of its members, the Audit Committee shall render a prior opinion on related parties involving significant amounts, taking into account, as concerns the definition of these concepts, the provisions of Decree 677/01 of the CNV. The opinion shall specify whether the transaction terms can be reasonably deemed to be consistent with the regular and customary conditions prevailing in the market, being able to request the advice of independent evaluators in order to support its opinion.

 

   

The Audit Committee shall disclose full information to the market regarding those transactions in which there is or could be an alleged conflict of interest in the company.

 

7. SPECIAL OPINIONS (ISSUE OF SHARES – DIRECTORS’ FEES AND OPTION PLANS).

 

   

The Audit Committee shall render an opinion on the satisfaction of the legal requirements and the reasonableness of the conditions governing the issue of shares or convertible securities, in case of capital increases excluding or restricting pre-emptive subscription rights.

 

   

The Audit Committee shall render an opinion on the reasonableness of the fee proposals and option plans payable to the Directors and Managers made by the Board of Directors to the Shareholders’ Meeting.

 

8. COMPLIANCE WITH RULES OF CONDUCT

 

   

The Audit Committee shall continue to enforce the Code of Conduct in effect and monitor the communication channels used to take notice of its contents and shall consider potential amendments or revisions thereto.

 

9. AUDIT COMMITTEE’S OPERATING MATTERS

A) Audit Committee’s Meetings

As it has been doing so far, the Audit Committee shall hold periodical meetings to deal with the matters within its authority. Special meetings may be called in view of the urgency or nature of the matter. In all cases, minutes shall be drawn to reflect all actions taken or resolved upon, which shall be transcribed to the Audit Committee’s book designed for such purpose.


B) Audit Committee’s Budget:

The Audit Committee’s budget shall be presented to the Board of Directors for review and subsequently to the Shareholders’ Meeting. It includes the possibility of selecting independent professional advisers, whose services may be requested as support for the discharge of the Audit Committee’s duties.

C) Training:

The Audit Committee may take any actions deemed suitable considering its needs to be updated on matters within its authority and responsibility.

D) Audit Committee’s Annual Management Report:

After the fiscal year’s end and upon filing the annual Financial Statements, the Committee shall render its Annual Management Report, which shall be delivered by it to the Board of Directors, the Supervisory Committee and the control agencies.

 

CEDRIC BRIDGER   RICARDO LIBERMAN
DIRECTOR   DIRECTOR


SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Buenos Aires, Argentina.

 

IRSA Inversiones y Representaciones Sociedad Anónima
By:  

/S/ Saúl Zang

  Name:   Saúl Zang
  Title:   Vice Chairman of the Board of Directors

Dated: August 31, 2010