2003 ACSDA SEMINAR CREATING A STRENGTHENED, INTEROPERABLE GLOBAL CENTRAL SECURITIES DEPOSITORIES NETWORK WHICH MITIGATES RISK AND IMPROVES GOVERNANCE Johannesburg, November 19-21, 2003

BENEFITS OF IMPROVED CORPORATE GOVERNANCE Guillermo A. Fretes 25 de Mayo 432, 12th Floor Buenos Aires - Argentina

CORPORATE GOVERNANCE WHAT FOR ?  Increase of Company´s Value  Lower Capital Costs  Lesser Agency Costs  Better Inception of the Company in the Community

EFFORTS IN THE REGION THE LATINAMERICAN ROUNDTABLE  2000 Sao Paulo (Brazil)  2001 Buenos Aires (Argentina)  2002 Mexico (Mexico)  2003 Santiago de Chile (Chile)

LATIN AMERICAN WHITE PAPER PRIORITIES AND RECOMMENDATIONS  Voting Rights  Fair Treatment to Shareholders  Role of Stakeholders  Integrity of Financial Reports and Improvement on Disclosure and Transparency  Quality, Effectiveness and Predictability of the Legal Regulatory Framework  Regional Cooperation

WHITE PAPER EXTENDED SCOPE TO CLOSED COMPANIES  Private Pension Plan Administrators  Financial Entities  Public Services Providers

THE BOARD (1)  INDEPENDENT DIRECTORS  DIRECTORS FOR ALL  CRITERIA Management Controlling Shareholders Services Providers  CREATION OF VALUE Independent Judgement Experience and Skill Management of Related Transactions and other Conflicts of Interest

THE BOARD (2)  STANDING COMMITTEES  SPECIALIZATION IN CRITICAL ISSUES  PROXIMITY  DOCUMENTED AND DISCLOSED PROCEDURES, COMPETENCE AND COMPOSITION

THE BOARD (3)  GUIDELINES AND PROCEDURES  COMPLIANCE WITH THE LAW AND REGULATIONS  ETHICAL BEHAVIOR THROUGHOUT THE OPERATIONS ON A DAY TO DAY BASIS  PERIODICAL REVIEW  SELF ASSESSMENT  EDUCATIONAL PROCESS AND TRAINIG PROGRAM  INDIVIDUAL  REGIONAL

DISCLOSURE & TRANSPARENCY (1)  QUALITY AND INTEGRITY OF FINANCIAL REPORTS  INDEPENDENT AUDITOR  CRITERIA Governmental Rules Professional Entities Rules IOSCO Principles  ROTATION  TREATMENT OF NON AUDIT SERVICES Disclosure Disclosure of Consideration  APPOINTMENT Shareholders Meetings vs.Board Appointment Limited (and short) Mandate

DISCLOSURE & TRANSPARENCY (2)  RELATED PARTIES TRANSACTIONS  DISCLOSURE OF BOARD MEMBERS AFFILIATIONS AND INTERESTS  DISCLOSURE OF CAPITAL OWNERSHIP ABOVE CERTAIN LIMITS  REVERSAL OF PROOF BURDEN  STANDING PROCEDURES TO MANAGE CONFLICT OF INTEREST  CLARITY  DISCLOSURE  DISCLOSURE OF PROCEDURES  PERIODIC REPORT

STAKEHOLDER ROLE (1)  Company´s Inception in the Community  Community Perception of the Company

STAKEHOLDER ROLE (2)  Awareness of the Importance of Compliance  Reporting Structures to Board  Openness to Complaints  Periodic Public Report

LEGAL AND REGULATORY FRAMEWORK  ENFORCEMENT, SIGNIFICANCY AND INFLUENCE OF THE MATTER  COSTS  UNPREDICTABILITY  TIME  UNCERTAINTY - LACK OF SECURITY  STENGTHNESS OF ADMINISTRATIVE REGULATORS  EDUCATION OF JUDICIAL POWER  PRIVATE MECHANISMS OF ARBITRATION

REGIONAL COOPERATION ACSDA A FORUM TO A SPECIALIZED DISCUSSION ON THE MATTER  Educational Programs  Evaluation Programs  Working on the Legal Frame

EVERYBODY IS LOOKING AT IT, GOVERNANCE IS IMPORTANT AND PAYS OFF