Pursuant to Rule 13a-16 or 15d-16 of the
22640-102 Rio de Janeiro, RJ, Brazil
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.
TIM PARTICIPAÇÕES S.A.
Publicly Held Company
CNPJ/MF 02.558.115/0001-21
NIRE 33.300.276.963
MINUTES OF THE BOARD OF DIRECTORS’ MEETING HELD MARCH 4TH, 2008
DATE, TIME AND PLACE: March 4th, 2008, at 2:30pm, in the city and State of Rio de Janeiro.
ATTENDANCE: Messrs. Giorgio della Seta Ferrari Corbelli Greco, Stefano Ciurli, Mario Cesar Pereira de Araujo, Francesco Saverio Locati, Isaac Selim Sutton, Maílson Ferreira da Nóbrega, Josino de Almeida Fonseca, representing all members of Board of Directors of the Company. Mr. Stefano Ciurli attended the meeting by means of conference call as provided for in section 29, paragraph second, of the By-laws. Also attended the meeting Messrs. Celso Giacometti, Vicente de Paulo Barros Pegoraro and Miguel Roberto Gherrize, all members of the Company’s Statutory Audit Committee, as set forth in section 163, paragraph 3 of Law 6.404/76. Mr. Gianandrea Castelli Rivolta (Financial and Investor Relations Director), Mrs. Katia Nozela (Financial Department) and the independent auditors Directa Auditores and Ernst & Young Auditores Independentes, auditors of the Company and of its controlled companies, TIM Celular S.A. and TIM Nordeste S.A., also attended.
BOARD: Mr. Giorgio della Seta Ferrari Corbelli Greco – Chairman; and Mrs. Alessandra Catanante – Secretary.
AGENDA: (1) examine, discuss and approve the management report and the financial statements of the Company for the year ending December 31st, 2007; (2) examine, discuss and approve the proposal for the allocation of the results related to 2007 fiscal year and distribution of dividends of the Company; (3) examine, discuss and approve the management proposal for the Company’s capital increase; (4) examine, discuss and consider the proposed compensation of the members of the Statutory and Audit Committee; (5) examine, discuss and approve the proposed compensation of the management; (6) examine, discuss and approve the engagement of the Independent Auditors for the year 2008; (7) examine, discuss and approve the proposed budget of the Company; (8) approve the convening of Ordinary and Extraordinary Shareholders’ Meeting, to decide upon matters listed on items (1) (2) (3) (4) (5) above; (9) Closing of SOX; (10) examine, discuss and approve the proposal for capital funding for the period of 2008; and (11) other relevant matters.
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RESOLUTIONS: Upon review and discussion of the matters included in the Agenda, the Board Members resolved to: (1) approve, by unanimous votes, and without any restriction, the financial statements of the Company as of December 31st, 2007, which were the submitted to a limited review by the independent auditors of the Company, Directa Auditores; (2) approve, by unanimous votes, and without any restriction, the management proposal for the allocation of the results related to 2007 fiscal year and the distribution of dividends by the Company, according to the attached proposal; (3) approve, by unanimous votes, and without any restriction, the Company’s capital increase proposal, with the issuance of new shares, upon the capitalization of a portion of the Special Goodwill Reserve corresponding to the amount of the fiscal benefit accrued by the Company’s subsidiaries during the fiscal year 2007, such benefit resulting from the amortization of the goodwill accounted by the subsidiaries in the year 2000, being R$37,904,239.62 (thirty seven million, nine hundred and four thousand and two hundred and thirty-nine reais and sixty two cents) related to TIM Celular S.A. and R$25,180,628.40 (twenty-five million, one hundred eighty thousand, six hundred twenty eight reais and forty cents) related to TIM Nordeste S.A. (4) following presentation from the Human Resources Director and the relevant discussions, it has been considered in favor of the proposed compensation of the members of the Statutory and Audit Committee for the fiscal year 2008, according to the attached proposal. It is hereby stated that this proposal will be submitted for deliberation of the Ordinary and Extraordinary Shareholders’ Meeting to be convened as stated on item (8) below; (5) following presentation from the Human Resources Director and the relevant discussions, it was unanimously approved, the proposed compensation of the management of the Company for the fisscal year 2008, according to the attached proposal. It is recorded that this proposal will be submitted for deliberation of the Ordinary and Extraordinary Shareholders’ Meeting to be convened as stated on item (8) below; (6) approve, by unanimous votes, and without any restriction, the engagement of the independent auditors, as follows: TIM Participações S.A.: BR GAAP – Directa, US GAAP and IFRS - Ernst & Young; TIM Celular SA and TIM Nordeste S.A.: BR GAAP - Ernst & Young; (7) in the terms of the material drafted by the Officers and delivered to the members of the Board of Directors, approve, unanimously and without any restriction, the budget of the Company and its subsidiaries for the period 2008, and the highlights of the budget for 2009 and 2010; (8) approve the call of the Company’s Ordinary and Extraordinary Shareholders’ Meeting to be held on first call on April 11th, 2008, at 11am, to deliberate upon matters listed on items (1) (2) (3) (4) and (5) above; (9) after presentation performed by Mrs. Debora Soares and the discussions relevant to the closing of SOX procedures, the embers of the Board were duly acknowledged of the outcomings of the project; (10) as stated on the documentation presented to the members of the Board, approve the hiring, by the Subsidiaries of the Company, of lines of credit in the maximum value of up to R$ 480,000,000.00 (four hundred and eighty million reais) during the year 2008, for a 1 (one) year period; and (11) no other matter has been raised by the members of the Board of Directors.
(This page is part of the Minutes of the Board of Directors’ Meeting of TIM Participações S/A held in March 4th, 2008)
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CLOSING: With no further issues to discuss, the meeting was closed and these minutes drafted, as summary, and read, approved and signed by the attending Board Members.
Rio de Janeiro (RJ), March 4th, 2008.
| Giorgio della Seta Ferrari Corbelli Greco | Alessandra Catanante | |
| Chairman | Secretary | |
| Mario Cesar Pereira de Araújo | Stefano Ciurli | |
| Board Member | Board Member | |
| Francesco Saverio Locati | Maílson da Nóbrega | |
| Board Member | Board Member | |
| Josino de Almeida Fonseca | Isaac Selim Sutton | |
| Board Member | Board Member | |
| Celso Giacometti | Miguel Roberto Gherrize | |
| Statutory Audit Committee Member | Statutory Audit Committee Member | |
| Vicente de Paulo Barros Pegoraro | ||
| Statutory Audit Committee Member | ||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TIM PARTICIPAÇÕES S.A. | |||
| Date: March 11, 2008 | By: | /s/ Mario Cesar Pereira de Araujo | |
| Name: Mario Cesar Pereira de Araujo | |||
| Title: Chief Executive Officer | |||
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.