Una disculpa para los que no puedan leer en inglés, pero he preferido publicarlo, tal cual se encuentra en la red. Seguramente, mediante un traductor de texto, el cual pueden encontrar en páginas como google, será más sencillo comprenderlo.
CLAXSON INTERACTIVE GROUP Inc.
(XSONF:OTC)
MEDIA INDUSTRY
Claxson Interactive Group Inc.
(XSONF:OTC)
LAST $12.00 USD
CHANGE TODAY 0.00 0.00%
VOLUME 0.0
XSONF On Other Exchanges
As of July 12, 2007 All times are local (Market data by Reuters is delayed by at least 15 minutes).
SnapshotNewsChartsFinancialsEarningsPeopleOwnershipTransactionsOptions
OverviewBoard of DirectorsCommittees
XSONF INSIDERS ON BOARD OF DIRECTORS*
Name (Connections)
Board Relationships
Title
Age
Roberto Vivo-Chaneton
13 Relationships
Chairman of the Board, Chief Executive Officer and Member of Executive Committee
53
Javier Urrutia
13 Relationships
Executive Director of Chilevisión and General Secretary of Ibero American Radio Chile
35
Other Board Members on Board of Directors*
Name (Connections)
Board Relationships
Primary Company
Age
Carlos Bardasano
13 Relationships
Claxson Interactive Group Inc.
61
Eric Neuman
42 Relationships
Cablevision SA
60
Marcelo Zuñiga
13 Relationships
Claxson Interactive Group Inc.
56
Marcos Clutterbuck
30 Relationships
Hicks Trans American Partners, LLC
35
Emilio Romano
32 Relationships
Consorcio Aeromexico
41
John Gavin
48 Relationships
Claxson Interactive Group Inc.
74
Ricardo Verdaguer
13 Relationships
IMPSAT Fiber Networks Inc.
55
Frank Feather
13 Relationships
Claxson Interactive Group Inc.
63
Gabriel Montoya
13 Relationships
Claxson Interactive Group Inc.
37
Luis Villanueva
13 Relationships
Venevision International Corp.
49
José Ríos
50 Relationships
Asia Global Crossing Ltd.
59
Steven Bandel
15 Relationships
The Cisneros Group of Companies
52
*Data is at least as current as the most recent Definitive Proxy.
Stock Quotes
Company Lookup
MOST CONNECTED PEOPLE ON THE XSONF.PK
José Antonio Ríos
50 Relationships
John A. Gavin
48 Relationships
Eric C. Neuman
42 Relationships
Emilio Romano
32 Relationships
Marcos A. Clutterbuck
CLAXSON INTERACTIVE GROUP ...
http://sec.edgar-online.com/2002/06/27/0000950144-02-006940/Section8.asp
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. DIRECTORS AND SENIOR MANAGEMENT The following table presents the names of our members of the board of directors as of June 1, 2002, their ages, the date each member accepted office and the date of expiration of their current term: CURRENT POSITION TERM NAME AGE HELD SINCE EXPIRATION --------------------- --- ------------------ ---------- Roberto Vivo-Chaneton 48 September 21, 2001 2003 Carlos Bardasano 57 September 21, 2001 2003 Eric C. Neuman 57 September 21, 2001 2003 Ana Teresa Arismendi 36 April 30, 2002 2003 Frank Feather 59 September 21, 2001 2003 John A. Gavin 71 September 21, 2001 2003 Gabriel Montoya 33 April 30, 2002 2003 Jose Antonio Rios 56 September 21, 2001 2003 Emilio Romano 37 November 12, 2001 2003 Charles W. Tate 57 September 21, 2001 2003 Ricardo Verdaguer 51 September 21, 2001 2003 Luis Villanueva 45 April 30, 2002 2003 Mr. Vivo-Chaneton is the chairman of the board of directors and Messrs. Bardasano and Neuman are vice chairmen of the board of directors. Each member of the board of directors serves for a period ending at each annual meeting of our shareholders, which generally will be held in May of each year. EXECUTIVE OFFICERS The following table sets forth the names of each of our and our subsidiaries' executive officers as of June 1, 2002, their ages, the position they hold in Claxson and the date of employment in said position: CURRENT POSITION NAME AGE POSITION HELD SINCE ----------------------- --- ------------------------------------------------- ------------------ Roberto Vivo-Chaneton 48 Chairman of the Board and Chief Executive Officer September 21, 2001 Ralph Haiek 45 Chief Operating Officer - Pay Television September 21, 2001 Jaime Vega de Kuyper 60 Chief Operating Officer - Broadcast Operations September 21, 2001 Jose Antonio Ituarte 42 Chief Financial Officer January 1, 2002 Roberto Cibrian-Campoy 42 Executive Vice President - Broadband and Internet September 21, 2001 Elisabet Blanco 31 Chief Affiliate Sales Officer September 21, 2001 Amaya Ariztoy 33 General Counsel September 21, 2001 Mariano Varela 34 Senior Vice President - Advertising Sales and January 1, 2002 Marketing Executive officers are appointed by, and serve at the discretion of, our board of directors. BIOGRAPHICAL INFORMATION The following sets forth certain biographical information on each member of our board of directors:
ROBERTO VIVO-CHANETON is our chairman of the board and chief executive officer. Mr. Vivo-Chaneton was El Sitio's co-founder and served as chairman of El Sitio's board of directors from inception. Mr. Vivo-Chaneton was one of the founders of, and since 1988 has served as a director and deputy chief executive officer of, IMPSAT Fiber 46 Networks, Inc., a provider of private networks of integrated data and voice communications systems in a number of countries in Latin America. Mr. Vivo-Chaneton holds degrees in Business Administration from Universidad Argentina de la Empresa and Macroeconomics from Instituto Torcuato di Tella, both in Buenos Aires, Argentina.
CARLOS BARDASANO is a director and vice chairman of the board of directors. Mr. Bardasano joined the Cisneros Group of Companies 35 years ago. Mr. Bardasano is vice president of the Cisneros Group of Companies, and president and chief executive officer of Venevision Continental S.A. Mr. Bardasano served as president of the Venevision Television Network from 1993 through 1999. Mr. Bardasano began his career in the television industry as general manager of the Venevision Television Network and president and chief executive officer of Venevision International. Mr. Bardasano is also a member of the board of directors of Caracol TV Network, a television network in Colombia, and a permanent executive member of the programming committee of Caracol TV. Mr. Bardasano holds a Bachelor of Science degree in Production Engineering and a Master of Business Administration degree from Universidad Central de Venezuela.
ERIC C. NEUMAN is a director and vice chairman of the board of directors. Mr. Neuman has been a partner of Hicks Muse since January 2001 and principal of Hicks Muse from March 1999 to December 2000. Between June 1998 and March 1999, Mr. Neuman served as senior vice president and chief strategic officer of Chancellor Media, a company that was founded by and whose largest shareholder was Hicks Muse. From 1993 to 1998, Mr. Neuman was an officer with Hicks Muse. Mr. Neuman is chairman of Fox Pan American Sports Network and serves on the boards of directors of Cablevision, Digital Latin America, and Grupo Multivision. He previously was a director of Chancellor Media, Capstar Broadcasting Partners and Sunrise Television Corporation. Mr. Neuman holds a Bachelor of Arts degree from the University of South Florida and a Master of Business Administration degree from the J.L. Kellogg Graduate School of Management, Northwestern University.
ANA TERESA ARISMENDI is a director. Ms. Arismendi is currently managing director at the Cisneros Group of Companies. Previously, she was senior vice president of finance and administration at Playboy TV International. In 1996, Ms. Arismendi joined the Cisneros Television Group as finance director. Prior to joining Cisneros Television Group, Ms. Arismendi was administration manager at Televen, a Cisneros Group television channel, and financial analysis manager of the communications division at the Organizacion Cisneros, both in Caracas, Venezuela. Ms. Arismendi holds a Bachelor of Arts degree in Business Administration from the Universidad Metropolitana in Caracas, Venezuela.
FRANK FEATHER is a director. Mr. Feather is a consulting business futurist and author. Until 1981, Mr. Feather was a senior international banking executive with Barclays Bank, Toronto Dominion Bank and Canadian Imperial Bank of Commerce. In 1981, Mr. Feather began consulting on future trends to national governments and global corporations. Mr. Feather has written several books, the most recent of which is Future Consumer.Com: The Webolution of Shopping to 2010. He serves as editor-at-large of "NetStyle" magazine. Mr. Feather holds a Bachelor degree and a Master of Business Administration degree from York University in Toronto, Canada.
JOHN A. GAVIN is a director. Ambassador Gavin served more than five years as U.S. Ambassador to Mexico during the administration of President Ronald Reagan. Thereafter, he was Vice President of Atlantic Richfield Company and President of Univisa Satellite Communications, a division of a Spanish-speaking broadcast network. He is the Founder and Chairman of Gamma Holdings, an international capital and consulting firm. He also serves on the boards of Apex Mortgage Capital, International Wire Holdings, The Hotchkis & Wiley Funds, and The TCW Galileo Funds. Ambassador Gavin received his B.A. in Economic History of Latin America from Stanford University.
GABRIEL MONTOYA is a director. Mr. Montoya is managing director, assistant to the president, at Cisneros Group of Companies. Prior to his current position, Mr. Montoya was director of new business development at Cisneros Television Group. Previously, Mr. Montoya was corporate finance manager at Cisneros Group in Caracas, Venezuela. Before joining Cisneros Group, he was financial advisor at Fondo de Garantia de Depositos y Proteccion Bancaria (FOGADE) - (U.S. FDIC Equivalent) and project manager at Coca-Cola de Venezuela. Mr. Montoya has a Bachelors degree in Systems Engineering from Universidad Metropolitana in Caracas, Venezuela and a Master of Business Administration degree from the Instituto de Estudios Superiores de Administracion (IESA) in Caracas, Venezuela. Mr. Montoya was also associate professor of Valuation and Financial Investments at IESA, Caracas, Venezuela and professor of the "Finance for Lawyers" seminar at Universidad Catolica Andres Bello, Caracas, Venezuela. 47
JOSE ANTONIO RIOS is a director. Mr. Rios is president of Global Crossing for Latin America and the Caribbean. Mr. Rios also serves as senior vice president of Global Crossing Ltd. Prior to joining Global Crossing, Mr. Rios served as president and chief executive officer of Telefonica Media. Additionally, Mr. Rios was one of seven members of the corporate executive committee of Telefonica S.A. and a corporate general director. He also has served on the boards of over 30 companies within the Telefonica group. Mr. Rios is the chairman of the supervisory board of Endemol Entertainment, a television production company based in Holland. Earlier in his career, Mr. Rios was the founding president and chief executive officer of Galaxy Latin America(TM), where he was responsible for the planning, development, and launch of DIRECTV(TM). Mr. Rios previously served as chief operating officer and corporate vice president of the Cisneros Group of Companies. Mr. Rios holds a Bachelor degree in Industrial Engineering from the Andres Bello Catholic University in Caracas, Venezuela.
EMILIO ROMANO is a director. Mr. Romano is an entrepreneur in the field of Spanish media. In 2001, he co-founded Border Group, LLC. He serves as an advisor to several entertainment and media companies and is a member of the board of directors of Princeton Video Image, Inc. (Nasdaq:PVII), a global leader in virtual advertising solutions for television. Mr. Romano is also a partner at the law firm of Gonzalez, Luna y Perez de Acha, S.C., a legal advisory firm in Mexico. Mr. Romano co-founded SportsYA Media Group, a sports media and marketing company for the Spanish-speaking world. Mr. Romano served as its chief executive officer from 1999 to 2001. Between 1995 and 1998, he worked at Grupo Televisa as director of mergers & acquisitions and later as vice-president of international operations. While at Televisa, Mr. Romano was a director of Univision Communications (NYSE:UVN) where he was responsible for Televisa's operations outside Mexico, as well as co-managing Cablevision, the largest cable network in Mexico. From 1989 to 1994, Mr. Romano served in many roles within the Mexican Ministry of Finance, including general director of revenue policy and federal fiscal attorney. Mr. Romano holds a law degree from the Escuela Libre de Derecho in Mexico City and was a graduate student at the City of London Polytechnic.
CHARLES W. TATE is a director. Mr. Tate has been a partner of Hicks Muse since 1991. Prior to joining Hicks Muse, Mr. Tate was at Morgan Stanley & Co. for 19 years, for most of that time in that firm's mergers and acquisitions department, and for the last two-and-a-half years as a managing director in its merchant banking area. Before joining Morgan Stanley, Mr. Tate was employed by the Bank of America in New York from 1968 to 1971. Mr. Tate serves as a director of International Outdoor Advertising Holdings Company; International Seed Holdings ApS; Venezuela Cable Service Holdings, Limited; Mahendra Hybrid Seeds Limited; Stoneville Pedigreed Seed Company; The Roaring Fork Club Advisory Board; Vidrio Formas, S.A. de C.V.; Grupo Minsa, S.A. de C.V.; Almacenadora Mercader, S.A. and Fomento e Ingenieria en Comercializacion, S.A. de C.V. Mr. Tate is also a director and chairman of the board of International Wire Group, Inc. Mr. Tate holds a Bachelor of Business Administration degree from The University of Texas and a Master of Business Administration degree from the Columbia University Graduate School of Business. RICARDO VERDAGUER is a director. Mr. Verdaguer has served as a director of El Sitio since July 1997 and as the president and chief executive officer of IMPSAT Fiber Networks, Inc. since 1988. In 1988, as a senior executive of Corporacion IMPSA S.A., an Argentina-based multinational company with holdings in manufacturing, transportation and telecommunications, Mr. Verdaguer was involved in the founding of IMPSAT Fiber Networks, Inc. From 1976 to 1988, Mr. Verdaguer occupied various operational positions at Industrias Metalurgicas Pescarmona as an electromechanical engineer. He holds an engineering degree from Universidad Juan Agustin Mazza in Mendoza, Argentina.
LUIS VILLANUEVA is a director. Mr. Villanueva has been with the Cisneros Group of Companies since November 1982. In almost two decades of service at the Cisneros Group, Mr. Villanueva has held several key positions within the organization. He began his career with the Cisneros Group as an associate to the corporate treasury VP and then became corporate treasurer for the systems division. Mr. Villanueva was treasurer for the affiliated companies and corporate treasurer for the systems division of Summa Corporation, a subsidiary of the Cisneros Group. In 1987, Mr. Villanueva was treasury manager and vice president/general manager associate at the Venevision Television Network, in Caracas, Venezuela. In 1994, he was appointed finance vice president and later corporate finance & development executive vice president for the Cisneros Group. Mr. Villanueva was transferred as president of Venevision de Chile in February 1997, a position he held concurrently with his current position as president of Venevision International Productions LLC, until March 1999. Mr. Villanueva holds a Bachelor of Arts 48 degree in Economics and a Masters of Business Administration degree from Andres Bello Catholic University, Caracas, Venezuela.
The following sets forth certain biographical information on certain of our executive officers:
our chief operating officer-pay television. Previously, Mr. Haiek was the chief operating officer of the Cisneros Television Group, where he was in charge of new channel development, affiliate and advertising sales, programming and production, and marketing and research. Prior to accepting this position, Mr. Haiek served as the senior vice president and general manager of CTG Music and previously had been the chief creative officer for the Cisneros Television Group. Prior to working with the Cisneros Television Group, Mr. Haiek founded MuchMusic in Argentina and Promax Latino. Mr. Haiek is a member of Playboy TV International's board of directors and a member of the Latin Academy of Recording Arts and Sciences, Inc.
JAIME VEGA DE KUYPER is our chief operating officer-broadcast operations. Mr. Vega has served as chief executive officer of Radio Chile since the company began operating in July 1998. In December, 1999, Mr. Vega also became responsible for the operations of Chilevision. Mr. Vega is one of the founders of Pudahuel FM where he spent sixteen years as chief executive officer and sales and marketing officer from 1982 through 1998. Under Mr. Vega's leadership, Pudahuel became the most successful radio station in Chile in terms of stable positioning, as the station has consistently ranked third or better among women for the past ten years. Mr. Vega is responsible for the broadcast television and radio businesses' relationship with the largest advertisers.
JOSE ANTONIO ITUARTE is our chief financial officer. Prior to this position, Mr. Ituarte had served as Claxson's chief staff officer, chief operating officer and general manager and chief financial officer at Ibero American Media Holdings Chile, one of our current subsidiaries. Before joining Ibero American, Mr. Ituarte spent almost a decade at Radio Pudahuel FM as strategic consultant and information technology specialist. Prior to that, he acted as consulting director for KPMG Peat Marwick. Additionally, Mr. Ituarte is a founding partner of ITC Consultores, a consulting firm that provides services to financial institutions, public service enterprises, and educational institutions. Mr. Ituarte holds a Bachelors degree in Computer Engineering with a Masters of Business Administration from Universidad Adolfo Ibanez in Chile.
ROBERTO CIBRIAN-CAMPOY is our executive vice president - broadband and Internet. Mr. Cibrian-Campoy was El Sitio's co-founder and served as the chief executive officer, president and a director of El Sitio from inception. In 1992, Mr. Cibrian-Campoy founded and served as president of Cibrian-Campoy Creativos, S.A., a producer of computer animation and developer of multimedia projects. From 1989 to 1992, Mr. Cibrian-Campoy served as advisor to the Minister of Culture and Education of Argentina. From 1982 to 1989, Mr. Cibrian-Campoy was an architect at his own firm and a designer with a leading Buenos Aires architecture firm. Mr. Cibrian-Campoy holds a degree in Architecture from the Universidad de Belgrano in Buenos Aires, Argentina.
ELISABET BLANCO is our chief affiliate sales officer. Ms. Blanco has served as affiliate sales officer for Imagen Satelital and Cisneros Television Group from March 1991 until April 1996. From May 1996 until September 1998, Ms. Blanco was responsible for affiliate sales at MTV Networks Latin America. In October 1998, Ms. Blanco returned to Imagen and Cisneros Television Group and has been the chief affiliate sales officer as of said date. Prior to 1991, Ms. Blanco held sales positions at Eco Noticias, S.R.L. and Producciones Telecinema S.A., both of which are representatives in Argentina for Televisa.
AMAYA ARIZTOY is our general counsel. Ms. Ariztoy has served as vice president of legal and business affairs for Cisneros Television Group since 1998. Ms. Ariztoy also manages and oversees corporate legal matters with channel partners, affiliates and advertisers. Ms. Ariztoy has worked in several areas within the Cisneros Group of Companies, including the Venezuelan-based broadcast television station, Venevision, and DirectTV/Venezuela. Ms. Ariztoy holds a law degree from the School of Law of Universidad Catolica Andres Bello in Caracas, Venezuela. MARIANO VARELA is our senior vice president of advertising sales and marketing. Before taking this position, Mr. Varela was Claxson's vice president of corporate marketing, after the merger transaction. Previously, Mr. Varela held the position of vice president of marketing at El Sitio, where he developed strategic marketing initiatives, including the creation of a global brand identity of El Sitio as a provider of content for Portuguese and Spanish-speaking users. Before joining El Sitio, Mr. Varela was Leo Burnett worldwide's director of customer 49 services. Mr. Varela has also worked as an account manager for Young & Rubicam and as an account executive for Marcet, Dreyfus y Asociados. Mr. Varela holds a degree in Communications Sciences from Universidad del Salvador, Argentina.
B. COMPENSATION
expect that directors who also are full-time employees will not receive additional compensation for their service as directors. Each non-employee director will receive annual compensation for service on our board of directors in the amount of $40,000, payable quarterly plus reimbursement of out-of-pocket expenses incurred in connection with our board of director meetings.
The aggregate amount of compensation paid to our eight executive officers as a group was approximately U.S.$2,725,972 for the year ended December 31, 2001. We did not set aside or accrue any amounts for pension, retirement or similar benefits, as we did not provide such benefits for our executive officers. The above amount does not include share options issued to these executive officers under any of our share option plans.
OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES 2001 SHARE INCENTIVE PLAN
We have adopted the 2001 Share Incentive Plan, which is referred to herein as the "2001 share incentive plan" or "plan".
The plan is intended to remain in effect until 2011. The following description summarizes the material terms of the plan, but is qualified in its entirety by reference to the full text of the plan.
ADMINISTRATION
The 2001 share incentive plan is administered by our compensation committee. The plan provides for the grant of both non-qualified and incentive share options and for the grant of restricted shares. Incentive share options are share options that satisfy the requirements of Section 422 of the U.S. Internal Revenue Code of 1986. Non-qualified share options are share options that do not satisfy the requirements of Section 422 of the U.S. Internal Revenue Code. Share options will be granted by the compensation committee. Restricted shares will be granted by our board of directors. Some grants of share options and restricted shares may be made by a subcommittee of the compensation committee in order to satisfy certain tax requirements that must be complied with in order for us to avoid the loss of any U.S. federal income tax deduction.
SHARES SUBJECT TO PLAN
The 2001 share incentive plan provides that the maximum number of Class A common shares available for grant under the plan is 930,000. The 2001 plan provides that no single participant may be granted share options covering in excess of 85,000 Class A common shares in any fiscal year, except that Roberto Vivo-Chaneton, our chairman of the board and chief executive officer, has received an initial grant of share options covering 185,338 Class A common shares.
The number of Class A common shares subject to these limits, as well as the number and kind of shares subject to outstanding awards, may be adjusted by the compensation committee or by our board of directors in the event of any change in corporate capitalization.
SHARE OPTIONS
All share options granted under the 2001 share incentive plan must be evidenced by, and subject to the terms of, a written award agreement. Unless otherwise provided by the compensation committee in an award agreement, the term of share options granted under the plan will be ten years. Unless otherwise provided by the compensation committee in the applicable award agreement, share options will vest in three annual installments of 30%, 30% and 40%. Share options will have an exercise price per Class A common share equal to the fair market value of each share on the date of grant.
Under the 2001 share incentive plan, unvested share options held by a participant will generally expire upon termination of that participant's employment. If termination is due to death, the optionee's estate will have one 50 year to exercise vested share options, unless the compensation committee provides otherwise in the applicable award agreement.
If termination results from retirement or disability, the optionee will have two years to exercise vested share options, unless the compensation committee provides otherwise in the applicable award agreement.
If termination is for cause, no share options will thereafter be exercisable, unless the compensation committee provides otherwise in the applicable award agreement. Upon termination for a reason other than death, disability, retirement or cause, vested share options will remain exercisable for six months, unless the compensation committee provides otherwise in the applicable award agreement.
Unless the compensation committee provides otherwise in the applicable award agreement, if a participant dies during, and within one year immediately preceding the conclusion of, a post-termination exercise period, the participant's estate will be permitted to exercise share options until the earlier of the first anniversary of the date of death or the expiration of the stated term of the share option, even if such date is later than the end of the initial post-termination exercise period. A participant exercising a share option may pay the exercise price in cash or, if approved by the compensation committee, with previously acquired Class A common shares or in a combination of cash and Class A common shares.
However, Class A common shares may be used for this purpose only if they have been held by the participant for at least six months prior to the time of exercise or if they were purchased by the participant on the open market. The compensation committee, in its discretion, may allow the cashless exercise of share options or may permit the exercise price to be satisfied through the withholding of Class A common shares subject to the portion of the share option being exercised. Upon receipt of a notice of exercise of a share option, the compensation committee may, in its discretion, choose to cash out such share option by providing the participant with cash or with Class A common shares equal in value to the product of (1) the difference in value between the fair market value of a Class A common share and the exercise price of such share option times (2) the number of shares for which the share option would have been exercised. Unless otherwise provided by the board of directors, share options will be nontransferable other than by will or the laws of descent and distribution. The compensation committee may establish procedures pursuant to which participants may defer the receipt of the Class A common shares subject to a share option exercise.
RESTRICTED SHARES
Restricted shares may be granted under the 2001 share incentive plan subject to performance goals or service requirements. Prior to the lapse of restrictions, a participant may not sell, assign, transfer, pledge or otherwise encumber restricted shares, although a participant may pledge restricted shares as security for a loan, the sole purpose of which is to provide funds for the purchase of share options under the plan. Prior to the lapse of restrictions, any certificate issued with respect to restricted shares must contain a legend noting that the shares are restricted. Generally, all restricted shares will be forfeited if a participant terminates employment prior to the lapse of restrictions. However, our board of directors shall have the discretion to waive the restrictions with respect to a participant who is terminating employment. Participants will be entitled to vote their restricted shares and to receive dividends upon their restricted shares. However, our board of directors may provide in an award agreement that any such dividends will themselves be invested in restricted shares. All restricted shares granted under the plan must be evidenced by, and subject to the terms of, a written award agreement.
CHANGE IN CONTROL
If a change in control occurs, any option that is not then exercisable and vested will become fully exercisable and vested and restrictions on all restricted shares will lapse. In addition, the board of directors will have the power to make any additional adjustments to outstanding awards that it deems appropriate, including, without limitation, the power to make cash payments in cancellation of outstanding awards, and the power to issue a substitute award in place of outstanding awards. A change in control will occur generally upon any of the following events: 51 - any acquisition by a person, other than a member or affiliate of the Cisneros Group, an affiliate of Hicks Muse or an affiliate of the El Sitio founders, of more than 50% of our outstanding share capital or voting securities, in each case subject to specified exceptions; - a change in the majority of the members of the board of directors, unless approved by the incumbent directors; - the consummation of certain mergers or restructurings, or certain sales of all or substantially all of our assets; or - approval by our shareholders of a liquidation, dissolution or sale of substantially all of our assets.
AMENDMENTS
The board of directors may at any time amend or terminate the 2001 share incentive plan and may amend the terms of any outstanding option or other award, except that no termination or amendment may materially and adversely impair the rights of participants as they relate to outstanding options or awards. However, no amendment to the plan will be made without the approval of our shareholders to the extent approval is required by applicable law or rule of The Nasdaq National Market or other stock exchange on which the Class A common shares may be listed or traded.
GRANT OF STOCK OPTIONS
On January 17, 2002, the compensation committee authorized the grant of the following stock options under the 2001 Share Incentive Plan to executive officers and certain consultants, as follows:
MANAGER BUSINESS STOCK OPTIONS ----------------------- -------- ------------- Roberto Vivo Corporate 185,338 Jaime Vega de Kuyper Broadcast 47,500 Ralph Haiek Pay TV 85,000 Roberto Cibrian Campoy Broadband 27,800 Jose Antonio Ituarte Corporate 60,000 Elisabet Blanco Pay TV 27,800 Mariano Varela Pay TV 9,500 Jose Maria Bustamante Corporate 9,500 Amaya Ariztoy Corporate 9,500 Alfredo Richard Corporate 4,600 Leandro Feliz Anon Consultant 27,800 Benjamin Moody* 19,511
* As per employment separation and post employment consulting agreement. The exercise price authorized by the compensation committee is the average of the closing price for the five-day trading period beginning on January 17, 2002, which was U.S.$0.74. No applicable award agreement has been entered into with the executive officers and consultants noted above as of this date.
GRANT OF RESTRICTED SHARES TO CISNEROS TELEVISION GROUP EMPLOYEES
On January 17, 2001, we granted approximately 50,000 restricted Class A common shares to employees of the Cisneros Television Group and its affiliates, which 50% vested upon the consummation of the merger transaction and the remaining 50% vested six months following the consummation of the merger transaction on March 2002. These shares were issued in connection with the consummation of the merger transaction. 52 C.
BOARD PRACTICES DIRECTORS
See Item 6, Section A "Directors and Senior Management." MEMBERS See Item 6, Section A "Directors and Senior Management."
BENEFITS UPON TERMINATION OF EMPLOYMENT
Except for an employment agreement with Roberto Vivo-Chaneton (as detailed below) no other director has an employment or service agreement with us or any of our subsidiaries. Mr. Vivo-Chaneton, our chief executive officer, is based in Argentina. Under the terms of the employment agreement with Claxson, upon termination of employment without cause or by Mr. Vivo-Chaneton with good reason, Mr. Vivo-Chaneton will receive all earned, but unpaid, salary, bonus, including the greater of a pro rated target bonus or the guaranteed minimum bonus for the year of termination, and continued benefits. In addition, Mr. Vivo-Chaneton will receive a cash severance package equal to his base salary and target bonus for the balance of the employment term plus one year's base salary and target bonus, not to exceed 200% of annual base salary and annual target bonus. Mr. Vivo- Chaneton will also receive accelerated vesting of one-half of his unvested options, with all his vested options being exercisable for one year following such termination. Upon termination of employment due to the non-renewal of the employment agreement by us, Mr. Vivo-Chaneton will receive a lump sum amount in cash equal to one year's base salary plus a target bonus of 100% of the base salary, with vested share options remaining exercisable for a period of one year following such non-renewal. While employed and for a period of one year thereafter, Mr. Vivo-Chaneton will not compete with us or our subsidiaries. In the event of a future change in control, Mr. Vivo-Chaneton's share options will become immediately vested and fully exercisable for the balance of the ten-year term of these options, except that if company performance targets have not been met at the time of the change in control, the options will be exercisable for a period of one year following the change in control, or such longer period as Mr. Vivo-Chaneton and the board of directors may agree.
COMMITTEES OF THE BOARD OF DIRECTORS
Our board of directors has standing audit, compensation and executive committees.
EXECUTIVE COMMITTEE
The executive committee consists of Roberto Vivo-Chaneton, Carlos Bardasano and Eric C. Neuman. The executive committee serves at the pleasure of the board of directors and has such powers, authority and duties as the board of directors may designate. Meetings of the executive committee are the forum in which our chairman of the board and chief executive officer share, discuss and review with the members of the committee, among other things, the following: - strategic initiatives; - material transactions and matters; and - matters to be presented to the full board of directors and board committees; and such other matters as the board of directors may determine from time to time.
The executive committee consist of three members as follows:
(i) the chairman of the board and chief executive officer, (ii) one member appointed by Class C directors (directors elected by holders of the Class C common shares) and (iii) one member appointed by the Class H directors (directors elected by holders of the Class H common shares). All matters submitted to the executive committee must be decided by a unanimous vote of the members of 53 the committee. In the event that a unanimous vote is not reached with respect to a material matter, then two of the members of the executive committee, acting jointly, may refer such matter to the board of directors.
AUDIT COMMITTEE
The audit committee consists of Frank Feather, Jose Antonio Rios and Emilio Romano, the three independent directors. The audit committee: - makes recommendations to the board of directors regarding the selection of independent auditors; - reviews the results and scope of the audit and other services provided by our independent auditors; - reviews our financial statements; - reviews and evaluates our internal control functions; and - review and approve all related party transactions. The members of the committee are elected by our board of directors following each annual meeting of shareholders and will serve until their successors are duly elected and qualified or until their earlier resignation or removal.
COMPENSATION COMMITTEE
We have appointed a compensation committee with a majority of the members being independent directors. The members of the compensation committee consist of Messrs. Feather, Rios and Romano, the three independent directors, and Messrs. Bardasano and Neuman. The compensation committee makes recommendations to the board of directors regarding the following matters: - executive compensation; - salaries and incentive compensation for our employees and consultants; and - the administration of our share option plans. The members of the committee are elected by the board of directors following each annual meeting of shareholders and will serve until their successors are duly elected and qualified or until their earlier resignation or removal. The committee will be comprised of at least two independent directors. All matters submitted to the compensation committee must be decided by a majority of the members of the committee present at a duly held and convened meeting.
D. EMPLOYEES
As of December 31, 2001, our consolidated businesses had an aggregate of 1,087 full-time employees. Our wholly owned pay television business had 439 full-time employees, of whom 85 worked in our Miami offices, 323 in our Buenos Aires offices, and 31 employees in our Mexico, Spain, Bahamas and Brazil offices. Our broadcast business had 560 full-time employees as of the same date, of whom 232 worked for Radio Chile, 201 worked for Chilevision, 72 worked for El Metropolitano and 55 worked for the Sarandi Radio Group. Of the 560 employees of our broadcast radio and television businesses, 505 worked in our Chile offices and 55 worked in our Uruguay offices. At December 31, 2001, our Internet and broadband business had 93 full-time employees. Of these employees, 75 were employed in product, content and technology, 2 in sales and marketing, 2 in corporate and administration, and 14 in connectivity services. After the restructuring of our Internet businesses in February and March 2002, the number of employees in our Internet and broadband business was reduced to 26 full-time employees as of May 1, 2002. 54 As of December 31, 2001, our joint ventures had an aggregate of 98 full-time employees, of whom 6 worked at AEI Music Latin America, 15 at the Locomotion Channel, 1 at the ARTISTdirect joint venture, 8 at Playboy TV Latin America and 68 at Playboy TV International. At December 31, 2001, our executive offices, comprised of the office of the chairman of the board and chief executive officer and the chief financial officer, had 9 full-time employees. Our employees work in a variety of departments, including programming and production, sales and marketing, creative, engineering and operations, and finance and administration.
From time to time, we employ independent contractors to support our production, creative, talent and technical departments. Chilevision is party to a collective bargaining agreement with two unions: the Sindicato de Empresa Chilevision, S.A. and the Sindicato Nacional de Trabajadores No. 2 de los Departamentos de Prensa y Administracion RTU. Approximately 165 of Chilevision's employees are represented by these unions and a total of 193 employees are covered by the collective bargaining agreement. The employees covered by the collective bargaining agreement are at-will employees and occupy non-managerial positions in various areas of Chilevision. The collective agreement with the Chilean unions will expire on August 31, 2002. The parties will negotiate the new terms and conditions of the two-year renewal of the Collective Agreement at least one month prior to its expiration. Our subsidiary, Canal Joven S.A., which operates the MuchMusic channel in Argentina, is party to a statutory collective bargaining agreement, the terms of which are set forth in the National Collective Bargaining Agreement No. 131/75 (Convencion Colectiva de Trabajo Nacional No. 131/75). Approximately 48 of Canal Joven's employees are represented by the Argentine Television Union (Sindicato Argentino de Television) and are covered by the statutory collective bargaining agreement. Since the agreement is statutory, it will continue to be in effect until either Canal Joven or the union decide to terminate it, in which case the parties would need to negotiate a private collective bargaining agreement. Imagen, the operator of the Space, I.Sat, FTV, Venus, Infinito and Uniseries channels, has opted to negotiate a private collective bargaining agreement with the union representing its employees rather than adopt the terms of the statutory collective bargaining agreement set by Argentine law. Imagen has been conducting negotiations with the union and expects to finalize a private collective bargaining agreement during 2002. We believe that our relations with our employees are generally good. E. SHARE OWNERSHIP See Item 6, Section B "Compensation" and Item 7, Section A "Major Shareholders."
Interesante, ¿verdad?, y será más interesante, conforme les documente el resto de las empresas.
Que se escuche bien, y que se escuche LEJOS
Y, sin embargo, se mueve...
Laura Tena
No hay comentarios.:
Publicar un comentario