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 ON NOVEMBER 14TH, 2012
DATE, TIME AND PLACE: On November 14th, 2012, at 9:00am, at the head offices of TIM Participações S.A. (“Company”), located in the City and State of Rio de Janeiro.
PRESENCE: The Board of Directors of the Company was held at the date, time and place above mentioned, in the presence of Messrs. Manoel Horacio Francisco da Silva, Gabriele Galateri di Genola e Suniglia, Stefano de Angelis, Oscar Cicchetti, Maílson Ferreira da Nóbrega, Adhemar Gabriel Bahadian and Carmelo Furci either in person or by means of audio or video conference, as provided in paragraph 2, Article 25 of the Company’s By-laws. It was registered the justified absence of Mr. Andrea Mangoni. The meeting was also attended by Messrs. Mario Girasole, Regulatory and Institutional Affairs Officer, Paolo Stoppaccioli, Chief Human Resources Officer and Jaques Horn, Legal Officer and Secretary.
BOARD: Mr. Manoel Horacio Francisco da Silva – Chairman; and Mr. Jaques Horn – Secretary.
AGENDA: (1) To acknowledge about the activities developed by Compensation Committee; and (2) To resolve on the proposal of an accelerator, bounded to the metric of the plan presented to the National Agency of Telecommunications – ANATEL (“ANATEL”), to be employed within the Management by Objectives of the Company’s Executives for the 2012 period (“MBO 2012”).
RESOLUTIONS: Upon review and discussion of the subjects included in the Agenda, as well as the related material, which shall be filed at the Company’s head offices, the Board Members, by unanimous decision of the presents and with the expressed abstention of the legally restricted, registered their decisions, as follows:
(1) The Board of Directors acknowledged the activities carried out by the Compensation Committee at its meeting held on October 29th, 2012, when the Committee issued a favorable position on the Company’s Administration proposal of an accelerator, bounded to the metric of the plan presented to ANATEL, to be employed within the MBO 2012; and
(2) Based on the favorable recommendation of the Compensation Committee and following the discussions held on the Board of Directors meeting, held on September 05th, 2012, in which the Board had already approved the general concept for enhancing the MBO 2012 of the Company’s Executives, the Board Members, approved the proposal of an accelerator for the MBO 2012 of the Company’s Executives, bounded to the metric of the plan presented to ANATEL, all in accordance with the material presented and filed in the Company’s head offices.
CLOSING: With no further issues to discuss, the meeting was adjourned and these minutes drafted as summary, read, approved and signed by all the attendees Board Members: Messrs. Manoel Horacio Francisco da Silva, Gabriele Galateri di Genola e Suniglia, Stefano de Angelis, Oscar Cicchetti, Maílson Ferreira da Nóbrega, Adhemar Gabriel Bahadian and Carmelo Furci.
I herein certify that these minutes are the faithful copy of the original version duly recorded in the respective book.
Rio de Janeiro (RJ), November 14th, 2012.
JAQUES HORN
Secretary and Legal Officer
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: November 14, 2012 | By: | /s/ Rogério Tostes | |
| Name: Rogério Tostes | |||
| Title: IRO | |||
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.