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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of March, 2003
Commission File Number: 001-14485
TELE SUDESTE CELLULAR HOLDING COMPANY
(Translation of registrant's name into English)
Praia de Botafogo, 501, 7/o/ andar
22250-040 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:
Form 20-F X Form 40-F _____
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Yes _____ No X
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes _____ No X
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Indicate by check mark whether by furnishing the information contained in this
Form, the Registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes _____ No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
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TELE SUDESTE CELLULAR HOLDING COMPANY
TABLE OF CONTENTS
Item
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1. Press Release entitled "Tele Sudeste Celular Participacoes S.A. -
By-Laws restated on March 25, 2003" dated March 31, 2003.
Telefonica
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CELULAR
TELE SUDESTE CELULAR PARTICIPACOES S.A.
By-Laws restated on March 25, 2003
March 31, 2003 (16 pages)
For more information, please contact:
Charles E. Allen
TELE SUDESTE CELULAR PARTICIPACOES S.A., Brazil
Tel.: (55-11) 3549-7200
Fax: (55-11) 3549-7202
E-mail: callen@telesp.com.br
URL: www.telefonica.com.br
(Sao Paulo - Brazil), (March 31, 2003) TELE SUDESTE CELULAR PARTICIPACOES S.A.
(NYSE: TSD; BOVESPA: TSEP) hereby informs the Company's By-Laws restated on
March 25, 2003:
CHAPTER I - FEATURES OF THE COMPANY
LEGALFORM
Art. 1 - Tele Sudeste Celular Participacoes S.A. is a joint stock corporation
governed by Law No. 6.404/76, as amended, by these By-Laws and by other
applicable legal provisions, established for an indefinite period of time.
BUSINESS PURPOSE
Art. 2 - The Company's business purpose is:
I - to control cellular mobile service companies, personal communication
services and other kinds of telecommunication services in general, pursuant to
concessions, authorizations and permits granted to it;
II - to promote, through controlled companies or subsidiaries, the expansion and
implementation of telecommunication services, in the respective concession,
authorization and permit areas granted to it;
III - to promote, carry out or guide the raising of external or internal funds
to be invested by the Company or by its controlled companies;
IV - to promote and stimulate study and research activities for the development
of the telecommunications sector;
V - to perform, through its controlled companies or subsidiaries, specialized
technical services concerning the telecommunication area;
Pg. 1/16
VI - to promote, stimulate, perform and coordinate, through its controlled
companies or subsidiaries, the formation and training of the staff necessary for
the telecommunications sector;
VII - to perform or promote the importation of goods and services for its
controlled companies and subsidiaries;
VIII - to perform other activities related to its business purpose;
IX - to participate in the capital stock of other companies; and
X - to trade equipment and material required for or useful to the operation
of telecommunication services.
HEAD OFFICE
Art. 3 - The Company has its head office in the State of Rio de Janeiro and may,
by decision of the Executive Board, open and close branches, agencies and branch
offices, offices, departments and representation in any part of the Brazilian
territory or abroad.
CHAPTER II - CAPITAL STOCK
AUTHORIZED CAPITAL
Art. 4 - The Company may increase its capital stock up to the limit of seven
hundred billion (700,000,000,000) shares, both common and preferred,
irrespective of amendments to the By-laws, with the Board of Directors being the
body that is competent to resolve as to the increase and the resulting issue of
new shares, within said limit.
Paragraph One -There is no requirement of maintaining the proportion between the
number of shares of each class, and the maximum proportion of two thirds (2/3)
in the number of preferred shares, with no voting rights or with restricted
voting rights in relation to the total of shares issued may be maintained
Paragraph Two - The shareholders shall have the right of first refusal for the
subscription of increase in capital, in proportion to the number of shares that
they hold.
Paragraph Three - By resolution of the Board of Directors, (i) the right of
first refusal may be eliminated for the issue of shares, convertible debentures
and subscription bonuses placed for sale on the Stock Exchange or by public
subscription, exchange of shares in a public offer for acquisition of control,
on the terms of the Articles 257 and 263 of the Law of Corporations, as well as
for benefiting from tax incentives, on the terms of specific legislation, as
permitted by Article 172 of Law No. 6404/76; and (ii) upon issuance of common
shares in compliance with the provisions of article 15, paragraph 2 of Law No.
6404/76, the right of first refusal set forth in article 171, paragraph 1 (b) of
the Law of Corporations regarding the subscription of shares of kinds and
classes that are different from the ones held by the shareholders may not be
extended to the holders of preferred shares, as provided for in article 8,
paragraph 2 of Law No. 10.330/01.
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SUBSCRIBED CAPITAL
Art. 5 - The subscribed capital stock, which is fully paid-in, is six hundred
and eighty-five million, three hundred and twenty-one thousand, one hundred and
thirty-five Reais and eighty-one cents (R$ 685,321,135.81) divided into four
hundred and fourteen billion, six million, four hundred and fifty-seven
thousand, one hundred and seventy-nine (414,006,457,179) shares, of which one
hundred and fifty-four billion, four hundred and thirty-one million, four
hundred and twenty thousand, nine hundred and seventy-seven (154,431,420,977)
are common shares and two hundred and fifty-nine billion, five hundred and
seventy-five million, thirty-six thousand, two hundred and two (259,575,036,202)
are preferred shares, all of them book-entry shares without par value.
Sole Paragraph - The shares shall be maintained in a depositary account with a
financial institution in the name of their titleholders, without issuance of
certificates, and the institution may charge from the shareholders the cost of
transfer of their respective shares.
CHAPTER III - SHARES
COMMON SHARES
Art. 6 - Each common share corresponds to one vote in the Shareholders'
Meetings.
PREFERRED SHARES
Art. 7 - Preferred shares have no voting rights, except in the cases provided
for in Articles 9 and 10 below, and are assured priority for reimbursement of
capital, with no premium, and for receipt of dividends ten percent (10%) greater
than those allotted to each common share.
Sole Paragraph - Preferred shares will be granted full voting rights in the
event that the Company fails to pay the minimum dividends to which they are
entitled for three (3) consecutive fiscal years, which right they shall retain
until such dividends are paid.
CHAPTER IV -GENERAL SHAREHOLDERS' MEETING
Art. 8 - General Shareholders' Meetings shall be held: (i) on a regular basis,
once a year, within the first four (4) months following the closing of each
fiscal year, for resolution of the matters mentioned in Article 132 of Law No.
6.404/76 and, (ii) on a special basis, whenever necessary, be it as a function
of corporate interests, or due to a provision in these By-Laws, or when
applicable legislation should so require.
Sole Paragraph - General Shareholders' Meetings shall be called by the Board of
Directors, it being incumbent upon the Chairperson of the mentioned body to
provide support to the relevant act.
Art. 9 - Subject to prior approval by the General Shareholders' Meetings are the
execution of any long-term agreements between the Company or its controlled
subsidiaries, on the one part, and the controlling shareholder or controlled
companies, affiliates, subject to
Pg. 3/16
common control or that control the latter, or that in any other way constitute
related parties of the Company, on the other part, except when the agreements
are subject to uniform clauses.
Art. 10 - Without impairment to the provisions of Paragraph One of Article 115
of Law No. 6.404/76, the holders of preferred shares shall have voting rights in
the general meetings resolution referred to in Article 9, as well as to those
relative to amendment or revocation of the following By-Laws provisions:
I - Article 9;
II - Sole Paragraph of Article 11; and
III - Article 30.
Art. 11 - The General Shareholders' Meetings shall be chaired by the Chairperson
the Board of Directors, who shall appoint the Secretary from among those
present. In the event of absence of the Chairperson of the Board of Directors,
the shareholders shall choose the Chairperson and the Secretary.
Sole Paragraph - In the cases provided for in Article 136 of Law No. 6.404/76,
the first calling notice for the General Shareholders' Meetings shall be
published at least thirty (30) days in advance and at least ten (10) days in
advance for the second calling notice.
Art. 12 - Only shareholders whose shares are registered in their name up to
seventy-two (72) hours prior to the date scheduled for the relevant Meeting, may
participate and vote in the General Shareholders' Meetings.
Paragraph One - The calling notice may require that the presence of the
shareholder in the Meeting be contingent upon deposit, in the Company's head
office, of proof of his/her/its qualifications as a shareholder, issued by the
Company itself or by the depositary institutions of the Company's shares, up to
seventy-two (72) hours prior to the scheduled date for the General Shareholders'
Meeting.
Paragraph Two - The calling notice may also require that representation of the
shareholder by a proxy in a Meeting be contingent upon deposit of the relevant
instrument of power of attorney at the Company's head office, at least
seventy-two (72) hours prior to the date scheduled for the General Shareholders'
Meeting.
CHAPTER V - MANAGEMENT OF THE COMPANY
Art. 13 - The Company shall be managed by the Board of Directors and by the
Executive Board, with the duties conferred to them by law and by these By-Laws.
The relevant members shall be elected for a term of office of three (3) years,
to which they may be re-elected, and they are released from posting bond for the
performance of their functions.
Paragraph One - All members of the Board of Directors and of the Executive Board
shall take office by signing the relevant instruments, remaining in their
respective offices up to when their successors effectively take office.
Pg. 4/16
Paragraph Two - The General Shareholders' Meeting shall set the overall
remuneration of the Company's officers, including benefits of any kind and
entertainment allowances, while the Board of Directors shall be competent to
distribute the remuneration among its members and the members of the Executive
Board.
Paragraph Three - The General Shareholders' Meeting may ascribe profit sharing
to the officers of the Company, provided the provisions of Article 152,
Paragraph One and Paragraph Two of Law No. 6.404/76 are observed, following a
proposal presented by the Company's administration.
BOARD OF DIRECTORS
COMPOSITION
Art. 14 - The Board of Directors shall be made up of at least three (3) and at
most twelve (12) members, all of them shareholders of the Company, who may be
elected to and removed from the body by a General Shareholders' Meeting,
included in such number the members of the Board elected by the minority
shareholders, if any, with due regard, concerning the number of members
established in this article, for the provisions of paragraph 7 of article 141 of
the Law of Corporations.
Sole Paragraph - The Board of Directors shall appoint, from among its members,
the Chairperson and the Vice-Chairperson of the Board.
SUBSTITUTION
Art. 15 - In the event of impediment or absence of the Chairperson of the Board
of Directors, he/she shall be substituted by the Vice-Chairperson. In the
absence of the Vice-Chairperson, the Chairperson shall be substituted by another
member of the Board indicated by said Board.
Paragraph One - In the event of impediment or absence of any other member of the
Board of Directors, the impeded or absent member may indicate his/her
substitute, in writing, from among the other members of the Board of Directors,
to represent him/her and resolve in the meeting to which he/she will not be able
to attend, on the terms of the provisions of Paragraph Three of Article 19 of
these By-Laws.
Paragraph Two - Members of the Board of Directors may participate in a meeting
of said Board by conference call, video conference or any other means permitting
that all of the Directors may see and hear each other and, in such case, they
shall be considered to have attended the same and shall confirm their vote by a
written statement sent to the Chairperson of the Board by mail or fax promptly
after the meeting. The resolutions taken
Pg. 5/16
in said meetings shall be confirmed at the first following meeting of the Board
of Directors, which is physically attended by its members.
Art. 16 - In the event of vacancy in the offices of director, the substitute
shall be appointed by the remaining directors for the remaining term of office
of the substituted member or until a general meeting for the election of the
substitute is held. In the event of vacancy in most offices of the members of
the Board of Directors, provided for in Article 14 above, a General
Shareholders' Meeting shall be called to elect the substitutes.
INCUMBENCIES
Art. 17 - It is incumbent upon the Board of Directors, in addition to the duties
provided for in article 142 of the Law of Corporations, to:
I - approve and amend the internal rulings of the Board of Directors;
II - resolve as to the issuance of shares by the Company, involving increase
in capital, within the limit of authorized capital, defining the terms and
conditions of such issuance;
III - resolve as to the issuance of subscription bonuses and to the issuance of
simple and not convertible into shares debentures and with no in rem guarantee;
IV - resolve, as delegated by the General Shareholders' Meeting, as to the
issuance of debentures by the Company: (i) timing of the issuance, (ii) time and
conditions for maturity, amortization or redemption, (iii) time and conditions
for payment of interest, for profit sharing and for reimbursement premium, if
any, (iv) form of subscription or placement, and (v) type of debentures;
V - resolve as to the issuance of promissory notes for public distribution
("Commercial Papers") and as to the submission of the Company's shares to a
system of deposit for trading of the respective certificates ("Depositary
Receipts");
VI - authorize the acquisition of shares issued by the Company, for
cancellation or custody in Treasury for subsequent sale;
VII - authorize the sale of fixed assets, the creation of in rem guarantees and
the giving of guarantees of third parties obligations, in an amount greater than
three hundred million Reais (R$ 300,000,000.00);
VIII - approve the assumption of any obligation not provided for in the
Company's budget for an amount greater than three hundred million Reais
(R$ 300,000,000.00)
IX - authorize the execution of agreements not provided for in the Company's
budget, for an amount greater than three hundred million Reais
(R$ 300,000,000.00);
X - approve investments and acquisition of assets not provided for in the
Company's budget, for an amount greater than three hundred million Reais
(R$ 300,000,000.00);
Pg. 6/16
XI - authorize the acquisition of equity interest on a permanent basis in
other companies in an amount greater than three hundred million Reais
(R$ 300,000,000.00), not provided for in the Company's budget and the
encumbrance or sale of equity interest;
XII - approve the distribution of interim dividends;
XIII - choose or remove the independent auditors, with due regard for the
provisions of paragraph 2 of article 142 of the Corporations Law; and
XIV - indicate or remove the internal auditors, the Secretary General and the
General Counsel;
Art. 18 - The specific duties of the Chairperson of the Board of Directors are:
(a) call for the General Shareholders' Meetings when deemed necessary or
pursuant to the law; (b) chair the General Shareholders' Meetings and choose the
Secretary among those present; (c) call for and chair the meetings of the Board
of Directors whenever deemed necessary or when requested by any director; (d)
assure that the resolutions taken at the general shareholders' meetings and at
the meetings of the Board of Directors are duly implemented.
MEETINGS
Art. 19 - The Board of Directors shall meet, (i) on a regular basis, once every
three months, and (ii) on a special basis, by calling notice from its
Chairperson, who shall designate the matters to be discussed, with minutes being
drawn up on its resolutions.
Paragraph One - The meetings of the Board shall be called for in writing, at
least seventy-two (72) hours in advance and the calling notice shall indicate
the agenda and the matters to be discussed in the relevant meeting.
Paragraph Two - The Board of Directors shall resolve by majority vote, provided
the majority of its members in office are present.
Paragraph Three - Any Member of the Board may be represented by another Member
at meetings to which he/she is not able to attend, provided the instrument of
delegation of representation is drawn up in writing and signed.
EXECUTIVE BOARD
COMPOSITION
Art. 20 - The Executive Board shall be made up of eight (8) members, who may or
not be shareholders, who are resident in Brazil, elected by the Board of
Directors, to take the following offices:
a) Chief Executive Officer;
b) Executive Vice-President for Operations;
Pg. 7/16
c) Executive Vice-President for Finance, Planning and Control;
d) Executive Vice-President for Marketing and Innovation;
e) Vice-President for Technology and Networks;
f) Vice-President for Regulation and Institutional Relations;
g) Vice-President for Information Technology and Products and Services
Engineering; and
h) Vice-President for Customers.
Sole Paragraph - One same Executive Officer may be elected to accumulate duties
of more than one office on the Executive Board, and the members of the Executive
Board shall not make up the Board of Directors.
Art. 21 - In the event of absences or temporary impediments, the Chief Executive
Officer shall be substituted for the Executive Vice-President for Finance,
Planning and Control. In the event of a vacancy in an Executive Board office,
the relevant substitution shall be resolved by the Board of Directors; in case
of impediment, the Chief Executive Officer shall designate the substitute of the
impeded Executive Officer from among the other Executive Officers.
COLLEGIATE AUTHORITY OF THE EXECUTIVE BOARD AND REPRESENTATION OF THE COMPANY
Art. 22 - The Executive Board is the body for active and passive representation
of the Company, with the body and its members performing all the acts that are
necessary and convenient for the management of corporate business. It is
incumbent upon the Executive Board to collectively, including, but not limited
to the following acts:
I. propose to the Board of Directors the Company's general plans and
programs, specifying the investment plans for expansion of the operating
plant;
II. authorize, within the limits established in these By-Laws, the sale or
encumbrance of other fixed assets, the creation of in rem guarantees and
the giving of guarantees of third parties obligations;
III. prepare the financial statements, the results for the fiscal year and the
dividend distribution proposal, including interim dividends, as well as
the application of excess funds, to be submitted for examination by the
Audit Committee, by the Independent Auditors and by the Board of
Directors;
IV. whenever applicable, perform the following acts, within the limits set in
these By-Laws: (a) ratify the purchase of materials and equipment and the
contracting of assets, construction and services; (b) ratify the sale of
current assets; and (c) authorize the contracting by the Company of
financing and loans;
Pg. 8/16
V. approve the execution of other agreements not mentioned above, within the
limits of its duties.
Paragraph One - The resolutions of the Executive Board shall be taken by
majority vote, provided the majority of its members are present.
Paragraph Two - With due regard for the provisions of these By-Laws, in order to
bind the Company it is necessary to obtain (i) the joint signature of two (2)
Executive Officers, except in emergencies, when the individual signature of the
Chief Executive Officer or, in his absence or temporary impediment, the
Executive Vice-President for Finances, Planning and Control, in any event
subject to approval by the Executive Board; (ii) the signature of one (1)
Executive Officer jointly with one (1) Attorney-in-Fact; or (iii) the signature
of two (2) Attorneys-in-Fact jointly, provided they are vested with specific
powers.
Paragraph Three - Powers of attorney granted in the name of the Company shall
always be executed by two (2) Executive Officers and must specify the powers
granted and, except for those granted for legal purposes, must have a maximum
term of effectiveness of one (1) year.
INCUMBENCIES OF THE EXECUTIVE OFFICERS
Art. 23 - The following are the specific incumbencies of each member of the
Executive Board:
I- Chief Executive Officer:
a) to follow up on and supervise the implementation of the resolutions of
the General Shareholders' Meetings and the Board of Directors;
b) to follow up on and supervise the implementation of the Company's
strategic policy;
c) to coordinate and supervise the duties of the other Statutory Officers,
representing the Executive Board at the General Shareholders' Meeting and
the Board of Directors;
d) to coordinate the legal matters and ordinary relations with government
authorities, through the Secretary General and the General Counsel;
e) to coordinate and follow up on human resources issues, through the Human
Resources Department;
to coordinate and follow up on corporate communication issues, through the
Institutional Communication Department;
f) to coordinate and follow up on internal audit issues, through the Audit
Department;
g) to coordinate and follow up funds issues, through the General Funds
Department.
II - Executive Vice-President for Operations:
Pg. 9/16
a) to identify the needs of customers segments;
b) to carry out the sale of goods and services;
c) to manage and develop sale channels (ex.: own stores, resale, reload and
retail networks);
d) to develop and deploy merchandising actions and cooperative advertising;
e) to manage relationships with customers;
f) to identify the needs of the customers segments;
g) to negotiate specific proposals and solutions for Companies;
h) to identify opportunities and classify solutions to be developed
together with the Engineering of Goods and Services for corporate
customers;
i) to coordinate interfaces in the development and implementation of the
solutions proposed for Companies;
j) to define sale targets by segment, product, channel, region, seller;
k) to monitor the sales performance by segment, product, channel, region,
seller;
l) to support the marketing department in the definition of portfolio of
phone sets;
m) to prepare and manage commercial agreements; and
n) to train and support the sales team.
III - Executive Vice-President for Finance, Planning and Control:
a) to identify political, economic, social and technological scenarios and
monitor the share market;
b) to define macro-guidelines for the strategic plan and indicators to be
controlled;
c) to support the executive boards in the preparation of the strategic
plan, consolidate it and submit it to the Executive Board;
d) to carry out market and/or economic feasibility studies requested by
other departments;
e) to identify and evaluate business opportunities, evaluate purchase and
partnership opportunities;
f) to implement approved projects (project management);
g) to develop a relationship strategy and interact with market entities and
shareholders performing Investor Relations duties, to give information to
the investing public, to the CVM (Securities Commission) and the entities
with which the company shall have its securities listed and keep the
company's registration updated;
Pg. 10/16
h) to define and manage the company's financial structure;
i) to structure investments, make investments and raise funds;
j) to manage credit and financial risk (hedging);
k) to coordinate the daily management of cash flow (accounts payable and
receivable);
l) to define accounting policies and criteria and prepare management accounting
reports and reports for the market;
m) to define and manage the chart of accounts and maintain the database;
n) to analyze, conciliate and close the accounts;
o) to define and follow up on financial-economic indicators;
p) to prepare financial analysis for decision taking;
q) to monitor revenue assurance;
r) to prepare, conciliate and follow up on the budget.
IV - Vice-President for Technology and Network:
a) to coordinate the strategy for network technological evolution, development
and growth;
b) to plan, size and develop the cellular radio network, switching,
interconnection and service platforms;
c) to program and coordinate the projects;
d) to deploy the service platform-related projects;
to guarantee the implementation in accordance with the project specifications;
e) to monitor network management centers, platforms and information systems;
f) to monitor the global performance of the network;
g) to manage CGRs and service platforms;
h) to manage the traffic;
i) to monitor signaling and roaming systems;
j) physical and logical security of the network;
k) to deploy network projects;
l) to manage the network performance and service platforms;
Pg. 11/16
m) to provide for preventive and corrective maintenance of the network elements
and platform;
n) to manage the quality of the service suppliers; and
o) to carry out projects for the optimization of the network.
V - Executive Vice-President for Marketing and Innovation
a) to define a marketing strategy and plan for all market segments;
b) to give support to the company in collecting information on customers,
bidding, products and offers;
c) to harmonize offers in the transactions;
d) to manage the life cycle of goods and services;
e) to identify opportunities/needs for innovation and classify the development
of new goods and services;
f) to classify new sale networks (in coordination with sales);
g) to manage the segments, develop and implement a strategy to promote customer
acquisition, loyalty and retention;
h) to develop and implement offers, goods and services based on the needs of
each segment so as to comply with the demands of its internal customers;
i) to harmonize the form of the local Marketing activity;
to plan the needs, kinds and types of terminals and accessories (together with
the Sales);
j) to develop and implement national and regional promotions;
k) to develop and implement advertising strategy and trademark management;
l) to develop and implement national and regional advertising campaigns;
m) to coordinate the participation and organization of the Company's marketing
events.
VI - Vice-President for Regulation and Institutional Relations:
a) to monitor the regulation environment;
b) to implement relationship and negotiation with the regulating agencies;
c) to prepare the documentation concerning regulating issues;
d) to officialize and publish indicators with Anatel;
e) to internally disclose substantial regulating issues;
Pg.12/16
f) to have relationships with outside entities;
g) to make contributions to public consultations;
h) to review advertising material;
i) to negotiate agreements and interconnection and interlink tariffs;
j) to manage interconnection agreements;
k) to plan the network optimization, analysis and proposals of cost
optimization;
l) to make interface with the Network to make the optimization of the network
and performance of improvements feasible; and
m) to define guidelines for the control of interconnection traffic performed by
Billings.
VII - Vice-President for Information Technology and Products and Services
Engineering:
a) to develop/foment the data business;
b) to develop technical design and test voice and/or data goods and services to
be launched in the market;
c) to coordinate the implementation of voice and/or data goods and services with
the technical and commercial areas;
d) to specify and make interface with platforms of goods and services in IS;
e) to identify and control technical options and suppliers available for
terminals and accessories;
f) to coordinate implementation activities and test of new terminals and
accessories;
g) to establish the strategy for information system and the respective systems
plan;
h) to give support to the respective procedure damages in the preparation and
implementation of projects of business and corporate systems development;
i) to manage the operationalization of systems and infra-structure and
coordinate the integration of systems and platforms;
j) to manage production environments;
k) to give corrective and preventive maintenance of the systems, applications,
platforms and equipment;
l) to coordinate the supervision of service providers;
m) to supply help desk service;
n) to guarantee the implementation, maintenance and improvement of procedures;
and
Pg.13/16
o) to manage total quality programs.
VIII - Vice-President for Customers:
a) to perform customer acknowledgment management;
b) to develop pricing and customer profitability analyses and guidelines;
c) to define criterion and tools for the development of CRM and billing systems;
d) to undertake and develop functional ownership of database and data care;
e) to be in charge of individual or corporate call center and data and wireless
services;
f) to operationalize the call center for retention, loyalty, acquisition and
recovery of customers;
g) to be in charge of back office and resale call center;
h) to control the call center traffic and collect information for the database;
i) to plan alternative channels (hot line, URA, fax, SMS, self-service,
Internet);
j) to manage the billings and fraud control;
k) to define managing ruler of the collection procedure and coordination of
credit limit.
CHAPTER VI - AUDIT COMMITTEE
Art. 24 - The Audit Committee, operating on a permanent basis, shall be made up
of at least three (3) and at most five (5) regular members and an equal number
of deputy members.
Paragraph One - The remuneration of the members of the Audit Committee, in
addition to the reimbursement of travel and lodging expenses for performance of
the function, shall be set by the General Shareholders' Meeting that elects the
members and may not be less than, for each member in office, ten percent of that
attributed on average to each Executive Officer, without computing benefits of
any nature, entertainment allowances or profit sharing.
Paragraph Two - In the event of a vacancy for an office on the Audit Committee,
the substitute shall be the respective deputy. If there is vacancy in the
majority of the offices, a general shareholders' meeting shall be called in
order to elect the substitutes.
Paragraph Three - The Audit Committee shall meet (i) on a regular basis, once
every quarter, and (ii) on a special basis, by call notice from the Chairperson
of the Board of Directors, or from two (2) members of the Audit Committee, with
minutes being drawn up for its resolutions.
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Paragraph Four - The meetings of the Audit Committee shall be called for in
writing at least forty-eight (48) hours in advance, with the call notice showing
the agenda and a list of the matters to be discussed during the relevant
meeting.
CHAPTER VII - FISCAL YEAR AND FINANCIAL STATEMENTS
FISCAL YEAR
Art. 25 - The fiscal year shall coincide with the calendar year, and the balance
sheets shall prepared annually, six-monthly or quarterly.
ALLOCATION OF PROFITS
Art. 26 -Together with the financial statements, the Board of Directors shall
submit to the General Shareholders' Meeting a proposal on (i) profit sharing by
the employees and officers and (ii) full allocation of net income.
Paragraph One - From the net income for the fiscal year: (i) five percent (5%)
shall be allocated to the legal reserve, with the aim of ensuring the integrity
of the capital stock, limited to twenty percent (20%) of paid-in capital stock;
and (ii) twenty-five percent (25%) of net income, adjusted according to chapters
II and III of Article 202 of Law No. 6404/76, to be mandatorily distributed as a
minimum compulsory dividend to all shareholders; and (iii) the remaining
balance, after complying with all provisions contained in the previous items of
this article, shall be allocated according to a resolution by the General
Shareholders' Meeting, based on a proposal from the Board of Directors as shown
in the financial statements. In the event that the profit reserves exceed the
capital stock, the General Shareholders' Meeting shall resolve as to application
of the excess in paying in or increasing capital stock or in paying additional
dividends to the shareholders.
Paragraph Two - Dividends that remain unclaimed over a period of three (3)
years, counting from the date of resolution of their distribution, shall revert
in favor of the Company.
Art. 27 - The Company may, by resolution of the Board of Directors, declare
dividends: (i) on account of profit assessed in six-monthly balance sheets, (ii)
on account of profit assessed in quarterly balance sheets, provided the total
dividends paid in each half of the fiscal year does not exceed the amount of
capital reserves addressed in the Paragraph One of Article 182 of Law 6404/76,
or (iii) on account of retained earnings or profit reserves shown in the last
annual or six-monthly balance sheet.
Sole Paragraph - Interim dividends distributed on the terms of this article
shall be ascribed to the minimum compulsory dividend.
Art. 28 - By resolution of the Board of Directors, and with due regard for legal
provisions, the Company may pay to its shareholders interest on equity, which
may be ascribed to the minimum compulsory dividend, subject to approval by the
General Shareholders' Meeting.
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CHAPTER VIII - GENERAL PROVISIONS
Art. 29 - The Company shall go into liquidation in the cases provided for by
law, it being incumbent upon the General Shareholders' Meeting to determine the
form of liquidation and to appoint the liquidator.
Art. 30 - Approval by the Company, through its representatives, of amalgamation,
spin-off, merger or dissolution of its controlled subsidiaries shall be preceded
by an economic and financial analysis by an independent Company, which is
renowned internationally, confirming that equitable treatment is being given to
all the interested companies, the shareholders of which shall have full access
to the report on such analysis.
Art. 31 - For all contingencies that are not covered by these By-Laws, the
Company shall be governed by applicable law.
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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.
TELE SUDESTE CELLULAR HOLDING COMPANY
Date: March 31, 2003. By: /s/ Charles E. Allen
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Name: Charles E. Allen
Title: Investor Relations Director