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Investor Relations | |
(55 61) 3415-1140 | |
ri@brasiltelecom.com.br | |
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Media Relations | |
(55 61) 3415-1378 | |
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Free Translation
BRASIL TELECOM PARTICIPAÇÕES S.A.
Corporate Taxpayer Registration 02.570.688/0001 -70
Board of Trade 53.3.0000581 -8
Minutes of the Board of Directors Meeting,
Held on August 25, 2005
Date, Time and Place:
On the 25th of August, 2005, at 5:00 p.m., in the city and state of Rio de Janeiro, at Rua Lauro Muller, 116, sala 2201 (parte).
Summons:
Summons dismissed, since all the members of the Board of Directors were present.
Presence:
The following effective members of the Companys Board of Directors were present: Sergio Spinelli Silva Junior, Pedro Paulo Elejalde de Campos, Elemér André Surányi, Kevin Michael Altit, Lênin Florentino de Faria and
Fábio de Oliveira Moser. Also present were Mr. Ricardo Knoepfelmacher, Charles Laganá Putz and Luiz Francisco Tenório Perrone.
Meetings Board:
The meeting was presided by the chairman of the Board of Directors, who invited Mr. Hiram Bandeira Pagano Filho to act as secretary for the matters of the meeting.
Days Agenda:
To make a resolution on the replacement of the members of the current Senior Management.
Resolutions:
At the beginning of the meeting, the President put to vote the sole item of the Days Agenda. The members of the Board of Directors decided, by unanimous decision, to replace the current members of the Senior Management, except Mr. Francisco
Aurélio Sampaio Santiago, Brazilian, married, engineer, ID card 244543, issued by SSP/SP and registered under CPF/MF 039.085.418 -24, residing in Brasilia, Distrito Federal, at SHIS QI 29, conj. 4, casa 22, Lago Sul, who shall keep the
position of Technical Executive Officer of the Company, and following, decided the election of the new Executive Officers to fulfill the current terms, as follows:
- Ricardo Knoepfelmacher, Brazilian, judicially separated, economist, ID card 674.856, issued by SSP/DF and registered under CPF/MF 351.080.021 -49, residing and established in the city and state of São Paulo, at Av. Brigadeiro Faria Lima, 2.055, 14º andar, for the position of Chief Executive Officer;
- Luiz Francisco Tenório Perrone, Brazilian, married, engineer, ID card 003.259.885 -9, issued by IFP/RJ and registered under CPF/MF 008.719.406 -63, residing and established in the city and state of Rio de Janeiro, at Av. Heitor Doyle Maia, nº 150, for the position of Human Resources Executive Officer; and
- Charles Laganá Putz, Brazilian, married, business administrator, ID card 6640582-8, issued by SSP/SP and registered under CPF/MF 039.085.418 -24, residing and established in the city and state of São Paulo, at Rua José Janarelli, nº 927, for the position of Chief Financial Officer, also holding the position of Investor Relations Officer.
According to the By-laws of the Company, the above mentioned Executive Officers, shall fulfill the terms of the Executive Officers who were replaced and declare, according to the legal needs, that they are unrestricted (free) to exercise the commercial activities, as per declaration of unrestriction, which shall be filed at the Companys headquarters.
For the purposes of article 4 of CVM Instruction 367, of May 29, 2002, the President registered the reception of the résumés from the following: Mr. Ricardo Knoepfelmacher, Luiz Francisco Tenório Perrone, Francisco Aurélio Sampaio Santiago and Charles Laganá Putz. These documents shall be filed at the Companys headquarters.
The Senior Management shall have the same compensation, which was set for the previous Management, respecting the global amount established at the Companys Extraordinary General Shareholders Meeting, held on April 29, 2005.
According to the above resolutions, the Companys Senior Management shall be composed as follows:
Ricardo Knoepfelmacher Chief Executive Officer;
Francisco Aurélio Sampaio Santiago Technical Executive Officer;
Luiz Francisco Tenório Perrone Human Resources Executive Officer; and
Charles Laganá Putz Chief Financial Officer, also holding the position of Investor Relations Officer.
The members of the Board of Directors registered, by unanimous decision, its recommendations for the Companys new Senior Management to conduct immediately the business, aiming to safe keep and promote the Companys rights, assets and interests.
Additionally, the Board of Directors pronounced its understanding that, pursuing the best interest for the Company and its subsidiary, Brasil Telecom S.A., the new Senior Management shall direct its efforts searching for synergies between the referred companies managements, therefore benefiting not only the Company and its subsidiary, but also its respective shareholders and telecom service users.
Thus, the Board determined that the Senior Management shall take all necessary actions, immediately, to summon Brasil Telecom S.A.s Extraordinary General Shareholders Meeting, as quickly as possible, to replace its management.
Closing:
With nothing further to be discussed, the meeting was closed and these Minutes were drafted, which, once read and approved, unanimously, were signed by the present Boards Members.
Rio de Janeiro, August 25, 2005.
Sergio Spinelli Silva Junior | Hiram Bandeira Pagano Filho | |
President | Secretary |
BRASIL TELECOM PARTICIPAÇÕES S.A. |
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By: |
/S/ Marcos de Magalhães Tourinho
|
|
Name: Marcos de Magalhães Tourinho
Title: Investor Relations Officer |