Unassociated Document
GAFISA
S.A.
CNPJ/MF
No. 01.545.826/0001-07
NIRE
35.300.147.952
Publicly-Held
Company
Meeting
of the Board of Directors of Gafisa S.A. (“Company”) held on July 22, 2008,
prepared in summary form
1.
Date,
Time and Venue: July
22,
2008, at 2:00 pm, by conference call, as expressly authorized by Article 20,
§2º, of the Company bylaws.
2.
Call
Notice and Attendance: The
members of the Board of Directors were regularly summoned. As all members of
the
Company’s Board of Directors attended the meeting, the instatement and approval
quorum were verified.
3.
Presiding
Board: Chairman:
Gary
Robert Garrabrant. Secretary:
Fabiana
Utrabo Rodrigues.
4.
Resolutions:
It was
resolved, unanimously, by the present Board Members and without any
restrictions:
4.1. To
approve, taking into consideration the limit of the authorized capital and
due
to the exercise of the options attached to the Call Option Agreements executed
by the Company with certain participants, referred to the Company’s existing
Stock Option Plans, the issuance, for private subscription, of 499,992 common
shares, at the issuance price in the total amount of R$ 7,592,764.94. As a
consequence of the referred subscription, the capital stock of the Company
shall
be of R$ 1,229,563,792.10, divided into 133,087,885 common book-entry shares,
with no par value.
4.2.
To
approve the policy of pre-approval for contracting of services which may be
rendered by independent auditors (“Política
de Pré-Aprovação para Contratação de Serviços que podem ser Prestados por
Auditores Independentes”)
(“Policy”) as suggested by the Company’s Audit Committee and attached hereto as
Exhibit I, which main purpose is to guide the contracting of services related
to
auditing, tax advisers, and other services not related to auditing which can
be
rendered to the Company, its controlled entities and associated companies by
the
independent auditors and/or related entities, to guarantee the objectivity
and
independence of the auditor and observe the laws and regulations in effect.
The
Policy approved herein shall be internally disclosed by the Company’s Board of
Officers to the management, employees and helpmates of the Company, and shall
be
filed in the Company’s headquarter.
Closing:
With
no further
matters to be discussed, these minutes were prepared and, after revised and
unanimously approved by the Directors,
duly executed. Signatures:
Chairman
of the Meeting:
Gary
Robert Garrabrant. Members: Gary Robert Garrabrant, Thomas Joseph McDonald,
Renato de Albuquerque, Caio Racy Mattar, Richard L. Huber, Gerald Dinu Reiss
and
José Écio Pereira da Costa Júnior. Secretary: Fabiana Utrabo
Rodrigues.
São
Paulo, July 22, 2008.
EXHIBIT
I
Policy
for Preapproval of
Services
that can be Provided by Independent Auditors
Contents
I
- Introduction - Approvals
II
- Objectives
III
- General principles
IV
- Services that can be provided by independent auditors
IV.1
-
Audit Services
IV.2
-
Audit-related Services
IV.3
-
Tax Advisory Services
IV.4
-
Other Non-audit Related Services
V
- Services that cannot be provided by independent auditors (“Prohibited
Services”)
VI
- Disclosure of information upon provision of non-audit related services by
the
Independent Auditors
VII
- Procedures
VII.1
-
Annual List of Preapproved Services
VII.2
-
Specific authorization. Delegation of competence to the Audit Committee
Chairman
VII.2.1
-
Services requiring specific authorization
VIII
- Accountability
I
- Introduction - Approvals
In
accordance with the provisions contained (i) in Sections 201 and 202 of Title
II
of the act enacted by the United States Congress, the Sarbanes Oxley Act of
2002
(“Sarbanes Oxley”); (ii) in rules disclosed by the Securities and Exchange
Commission (“SEC”); (iii) in the Rules from the Brazilian Securities Commission
(“CVM”); (iv) in the Resolution of the Federal Accounting Council (“CFC”), which
approves the Professional Standards for Independent Auditors, with
clarifications contained in CFC Resolution No. 961/03 and No. 1034/05, and
with
the objective to ensure the independence of independent auditors, Gafisa S.A.
(the “Company”), by recommendation from its Audit Committee with approval of its
Board of Directors, at the Meetings held on 2/28/2008 and 6/23/2008, the present
“Policy for Preapproval of Services that can be Provided by Independent
Auditors” (the “Policy”) is hereby instituted and adopted.
II
- Objectives
The
Policy is aimed to rule on terms, conditions and procedures whereby audit,
tax
advisory and other non-audit related services, hereinafter collectively referred
to as the “Services”, can be provided to the Company, its subsidiaries and
affiliates, by independent auditors and/or parties associated with them, so
as
to ensure full compliance with the provisions contained in the above rules
and
legislation.
III
- General principles
This
Policy is founded on the following general principles, which shall be followed,
under penalty of being construed as an impairment of the auditors’
independence:
1. An
auditor must not exercise management functions related to the Company, or which
may be construed to impair his or her objectivity and independence;
2. An
auditor must not audit his or her own work,
3. An
auditor must not promote the interests of the Company, and,
4. An
auditor must not serve in a position of being an advocate for the
Company.
Independent
auditors and/or entities related to them must not, therefore, be retained to
perform any services that may jeopardize any of the aforementioned
principles.
IV
- Services that cannot be provided by independent auditors (“Prohibited
Services”)
Independent
auditors, themselves or through parties associated with them, may perform the
Services provided that: (i) they are not expressly barred by the SEC, the CVM,
or the CFC, more specifically by CVM Rules No. 308/99 and No. 381/03 (or by
future rules superseding them), which impose specific restrictions on
performance of services, including some of those listed below, by the Company’s
independent auditors; and (ii) which have been preapproved by the Audit
Committee.
US
laws and regulations set out four categories of services that can be provided
by
independent auditors, namely:
IV.1
- Audit Services
This
category includes audit services provided in connection with audit of financial
statements of the Company. These services also include advice in (i) preparation
of reports and other documents to be registered with the SEC; (ii) provision
of
comfort letters; (iii) performance of mandatory audits, accounting consultation
and tax services required to comply with generally accepted audit standards;
and
(iv) attestation required by the Sarbanes Oxley Section 404 (“attestation
engagement”).
IV.2
- Audit-related Services
This
category includes all types of services that would usually be provided by an
external auditor, but which are not subject to inclusion in audit fees. These
services include (i) audit services concerning the Company’s benefit plans; (ii)
due diligence and accounting consultation in connection with mergers and
acquisitions; (iii) audits of affiliates or financial statements issued for
special product line purposes; (iv) assessment of system and/or process internal
control (including pre-implementation reviews); (v) issuance of special audit
reports for tax or other purposes; (vi) issuance of evaluation report based
on
accounting practices;
(vii)
advice in connection with services related to Section 404 of Sarbanes Oxley,
other than attestation (already included in item IV.1 above); (viii)
consultations related to financial accounting and reporting standards; and
(ix)
assistance in financial reporting under accounting practices/management
reporting.
IV.3
- Tax Advisory Services
This
category includes tax and tax-related services, not included in the
audit-related services described in item IV.1, above, and which are related
to
advice in matters relating to compliance with laws and standards, issuance
of
letter rulings; technical assistance in resolution of divergences regarding
taxes and contributions, including review of procedures adopted for computing
and disclosing taxes and social, social security and labor contributions, and
analysis and conclusion of the tax structuring prepared by the audited entity’s
management.
Within
this context, examples of tax advisory services permitted include, without
limitation, the following: (i) issuance of independent opinions on accounting
or
tax matters; (ii) review of the procedures adopted for preparing corporate
income tax returns (DIPJs); (iii) review of the procedures adopted for
quantifying the basis for assessment of taxes and social, social security and
labor contributions; (iv) review of the procedures adopted for calculation
under
transfer pricing methods; (v) review of the procedures adopted for calculation
of indirect taxes; (vi) analysis and conclusion of the tax structuring involving
corporate reorganization; (vii) advice in analysis of taxation of
extraterritorial income; (viii) review of procedures for computing and
quantifying tax credit; (ix) tax due diligence concerning mergers and
acquisitions; (x) analysis of tax impacts arising from acquisition processes;
and, (xi) others meeting the criteria defined in this item, also complying
with
the requirements of item 2.8.3.4 of Technical Interpretation NBCP1-IT-02,
approved by CFC Resolution No. 961/03 and of item 1.2.10.6 of NBC
P1.2,
approved by CFC Resolution No. 1034/05.
IV.4
- Other Non-audit Related Services
This
category includes all other permitted services, such as (i) audits or reviews
of
third parties in connection with assessment of compliance with agreements;
(ii)
risk diagnosis and assessment; (iii) reviews to check for compliance with
several laws and regulations governing the Company’s activity; and (iv)
non-financial systems consultation.
External
auditors may also assist the management and the internal audit department of
the
Company in internal investigations and inspections aimed to check any
improprieties that have been alleged against or reported to the Company. These
services, though, are subject to specific previous approval by the Audit
Committee.
V
- Services that cannot be provided by independent auditors (“Prohibited
Services”)
Independent
auditors and/or parties associated with them may not provide, concomitantly
with
audit services, any type of service that compromises any of the principles
described in this Policy and that may be construed to impair their objectivity
and independence.
Among
Prohibited Services are those expressly barred by CVM Rules No. 308/99 and
No. 381/03; by the Sarbanes Oxley Section 201; by SEC final rule on auditor
independence (“Final Rule: Strengthening the Commission’s Requirements Regarding
Auditor Independence”); by the CVM Rule and guidance; by item
2.8 of
Technical Interpretation NBC P1 - IT - 02, approved by CFC Resolution No.
961/03; and item 1.2.10 of NBC P1.2, approved by CFC Resolution No. 1034/05
,
such
as:
(i)
accounting records
(bookkeeping); (ii) planning and interpretation of financial information
systems; (iii) assessment, opinions and reports on compensation for financial
reporting purposes; (iv) financial valuation and voluntary revaluation of the
Company’s assets; (v) actuarial services; (vi) outsourcing of functions that are
subject to procedures for auditing the financial statements of the Company;
(vii) management functions and human resource services; (viii) brokerage,
investment or investment bank consulting services; (ix) legal services; (x)
non-audit expert services; and (xi) internal audit outsourcing
services.
VI
- Disclosure of information upon provision of non-audit related services by
the
Independent Auditors
Under
CVM
Rule No. 381/03, the Company shall disclose certain information on any services,
other than external audit, performed by Independent Auditors or parties
associated with them, such as: type of service provided, engagement date,
duration (if longer than one year), total fee value contractually agreed, etc.
Such information shall be disclosed in the Management Report and updated in
the
Quarterly Information, as applicable. This rule is also applicable to
performance of services, external audit services included, for subsidiaries,
parent companies or members of the same group as the Company.
Still,
the auditor shall report to the Company’s management the reasons why, in his or
her understanding, performance of these services other than external audit
does
not impact the independent and objectivity required for the performance of
external audit services.
VII
- Procedures
The
procedures described below were defined so as to allow full compliance with
the
requirements contained in US and Brazilian provisions, providing the Company’s
Executive Board with agility and security to engage, without losing the focus
on
their business activities, the Services that have been preapproved by the Audit
Committee, as applicable.
Authorization
for engaging preapproved Services granted to the Executive Board shall not
entail any delegation of the powers granted by law or by the Articles of
Incorporation of the Company to the Board of Directors or to the Audit
Committee. Accordingly, whenever previous pronouncement by the Board of
Directors or by the Audit Committee is required by legal provisions or by the
Articles of Incorporation, this preapproval shall be obtained, regardless of
compliance with the procedures described in this Policy.
VII.1
- Annual
List of Preapproved Services
Every
year, the Audit Committee shall approve a list of Services that can be performed
for a given year/period by independent auditors and/or parties associated with
them, as long as the restrictions imposed by the regulation applicable to the
Company and item VII.2, below, are complied with. This list makes an integral
part of this Policy as EXHIBIT I.
Except
for financial statement audit services, engagement and approval of which are
the
competence of the Company’s Board of Directors, other Services to be preapproved
by the Audit Committee shall fall under the following categories of Services:
(i) Audit-Related; (ii) Tax Advisory, and (iii) Non-Audit.
VII.2
- Specific
authorization. Delegation of competence to the Audit Committee
Chairman
For
engaging any Services to be performed by independent auditors, total fee value
of which represents more than 5% (five percent) of the external audit service
fee, previous approval of the Audit Committee is required. Engaging other
Services requires the previous approval of the Executive Board only, in a
meeting summoned for that purpose.
Request
for engagement of Services under the conditions provided for in this Policy
shall be formally made by the Executive Board and by the independent auditors,
and shall contain an accurate description of the Services to be
performed.
Without
prejudice to the foregoing, it is hereby set forth that the Audit Committee
Chairman has the competence to preapprove, in an emergency, the engagement
of
Services that have not been preapproved. In this case, the Chairman’s decision
shall be ratified at the first meeting of the Audit Committee following said
approval.
VII.2.1
- Services
requiring specific authorization
Advisory
services by independent auditors in connection with internal investigations
of
reported improprieties can only be delivered upon specific preapproval by the
Audit Committee.
VIII
- Rendering
of Accounts
In
every
meeting of the Audit Committee, or whenever so requested by the Audit Committee
Chairman, the Executive Board shall present the nature of the services engaged
for the period so as to allow the Audit Committee to check full compliance
with
this Policy.
The
rendering of accounts referred to in the preceding paragraph shall be through
issuance of a report, containing (i) the list of preapproved Services for a
given year/period, properly described according to the three categories of
Services described above, and (ii) the list of Services effectively performed.
To make such reporting easier, independent auditors and/or the parties
associated with them shall separately identify, on their service invoices,
the
category of Services which the fees billed refer to, also in accordance with
the
three categories of Services addressed in this Policy.
Likewise,
the Executive Board shall report to the Audit Committee any violations of this
Policy that come to their attention.