| UNITED STATES | OMB APPROVAL |
| SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | OMB Number: 3235-0582 |
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FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-6574 |
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The Latin American Discover Fund, Inc. |
(Exact name of registrant as specified in charter) |
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1221 Avenue of the Americas, New York, New York | 10020 |
(Address of principal executive offices) | (Zip code) |
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Barry Fink Esq. Morgan Stanley Investment Advisors Inc. 1221 Avenue of the Americas New York, New York 10020 |
(Name and address of agent for service) |
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Registrant’s telephone number, including area code: 800-869-6397 |
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Date of fiscal year end: 12/31 |
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Date of reporting period: 6/30/04 |
Item 1. Proxy Voting Record.
Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:
(a) | The name of the issuer of the portfolio security; |
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(b) | The exchange ticker symbol of the portfolio security; |
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(c) | The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security; |
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(d) | The shareholder meeting date; |
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(e) | A brief identification of the matter voted on; |
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(f) | Whether the matter was proposed by the issuer or by a security holder; |
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(g) | Whether the registrant cast its vote on the matter; |
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(h) | How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and |
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(i) | Whether the registrant cast its vote for or against management. |
FORM N-Px REPORT
ICA File Number: 811-06574
Reporting Period: 07/01/2003 - 06/30/2004
The Latin America Discovery Fund, Inc.
THE LATIN AMERICAN DISCOVERY FUND, INC.
ALFA S.A.
Ticker: | | Security ID: | MXP000511016 |
Meeting Date: | MAR 24, 2004 | Meeting Type: | Annual |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Accept Financial Statements and Statutory Reports | | For | | For | | Management | |
2 | | Approve Allocation of Income and Dividends of USD 0.075 Per Share; Set Maximum Limit of Share Repurchase Reserve | | For | | For | | Management | |
3 | | Elect Directors and Supervisory Board and Fix Their Remuneration | | For | | For | | Management | |
4 | | Designate Inspector or Shareholder Representative(s) of Minutes of Meeting | | For | | For | | Management | |
5 | | Approve Minutes of Meeting | | For | | For | | Management | |
ALFA S.A.
Ticker: | | Security ID: | MXP000511016 |
Meeting Date: | FEB 4, 2004 | Meeting Type: | Special |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Approve MXN 26 Million Reduction in Capital for Bonus Payment to Shareholders | | For | | For | | Management | |
2 | | Grant Board Authority to Conven an EGM in First Quarter of 2005 Re: Reduction in Capital | | For | | For | | Management | |
3 | | Amend Article 7 Re: Reflect Changes in Capital and Compliance with Mexican Market Regulations | | For | | For | | Management | |
4 | | Designate Inspector or Shareholder Representative(s) of Minutes of Meeting | | For | | For | | Management | |
5 | | Approve Minutes of Meeting | | For | | For | | Management | |
1
BANCO ITAU HOLDING FINANCEIRA(FRMLY BANCO ITAU S.A.)
Ticker: | | Security ID: | BRITAUACNPR3 |
Meeting Date: | APR 28, 2004 | Meeting Type: | Annual |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Authorize BRL 3.2 Billion Capital Increase Via Capitalization of Reserves | | For | | Did Not Vote | | Management | |
2 | | Cancel 664.3 Million Company Treasury Shares | | For | | Did Not Vote | | Management | |
3 | | Approve 1,000:1 Reverse Stock Split | | For | | Did Not Vote | | Management | |
4 | | Approve Increase in Authorized Capital to 100 Million Ordinary Shares and 100 Million Preference Shares | | For | | Did Not Vote | | Management | |
5 | | Approve Creation of Audit Committee; Set Committee Responsibilities | | For | | Did Not Vote | | Management | |
6 | | Restructure of Consulting Board and International Consulting Committee | | For | | Did Not Vote | | Management | |
7 | | Amend Articles Re: Changes in Capital, Audit Committee, and Restructuring of Consulting Boards | | For | | Did Not Vote | | Management | |
8 | | Ammend Incentive Stock Option Plan | | For | | Did Not Vote | | Management | |
9 | | Accept Financial Statements and Statutory Reports | | For | | Did Not Vote | | Management | |
10 | | Approve Allocation of Income | | For | | Did Not Vote | | Management | |
11 | | Elect Directors and Supervisory Board Members | | For | | Did Not Vote | | Management | |
12 | | Approve Remuneration of Board Members, Executive Officer Board Members, Consulting Board and International Consulting Committee Members, and Supervisory Board Members | | For | | Did Not Vote | | Management | |
2
BANCO SANTANDER CHILE (FORMERLY BANCO SANTIAGO)
Ticker: | | Security ID: | 05965X109 |
Meeting Date: | APR 20, 2004 | Meeting Type: | Annual |
Record Date: | MAR 24, 2004 | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | APPROVAL OF THE ANNUAL REPORT, BALANCE SHEET AND CONSOLIDATED FINANCIAL STATEMENTS OF THE BANK AND ITS SUBSIDIARIES, THE INDEPENDENT REPORT OF THE EXTERNAL AUDITORS, AND THE NOTES CORRESPONDING TO THE FINANCIAL YEAR ENDING DECEMBER 31ST OF 2003. | | For | | For | | Management | |
2 | | RESOLVE THE ALLOCATION OF 2003 NET INCOME. A DIVIDEND OF CH$1.09832343 PER SHARE WILL BE PROPOSED, WHICH IF APPROVED, WILL BE PAID ON MAY 4, 2004. | | For | | For | | Management | |
3 | | DESIGNATION OF EXTERNAL AUDITORS. | | For | | For | | Management | |
4 | | NOMINATION OF NEW BOARD MEMBERS: LUCIA SANTA-CRUZ, FERNANDO CANAS | | For | | For | | Management | |
5 | | DETERMINE THE BOARD OF DIRECTORS REMUNERATION. | | For | | For | | Management | |
6 | | APPROVAL OF THE DIRECTORS COMMITTEE S BUDGET. | | For | | For | | Management | |
7 | | GIVE ACCOUNT OF ALL OPERATIONS SUBJECT TO ARTICLE 44 OF LAW 18,046. | | For | | For | | Management | |
8 | | DISCUSS ANY MATTER OF INTEREST THAT CORRESPONDS TO BE DISCUSSED IN AN ORDINARY SHAREHOLDERS MEETING ACCORDING TO CURRENT LAWS AND THE BANK S BYLAWS. | | For | | Against | | Management | |
9 | | MODIFY THE BANK S LEGAL NAME. | | For | | For | | Management | |
10 | | ADOPT ALL MEASURES NEEDED TO PUT INTO EFFECT THE RESOLUTIONS APPROVED IN THE EXTRAODINARY SHAREHOLDERS MEETING. | | For | | For | | Management | |
BRASIL TELECOM SA(FORMERLY TELEPAR, TELECOM. DO PARANA)
Ticker: | | Security ID: | BRBRTOACNOR8 |
Meeting Date: | JAN 16, 2004 | Meeting Type: | Special |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Amend Articles Re: Limits for Sale of Assets | | For | | Did Not Vote | | Management | |
2 | | Elect Supervisory Board Member | | For | | Did Not Vote | | Management | |
3
BRASIL TELECOM SA(FORMERLY TELEPAR, TELECOM. DO PARANA)
Ticker: | | Security ID: | BRBRTOACNOR8 |
Meeting Date: | SEP 8, 2003 | Meeting Type: | Special |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Amend Article 28 Re: Board of Directors | | For | | For | | Management | |
2 | | Amend Article 47 and 49 Re: Board Comittees’ Duties | | For | | Against | | Management | |
C.A. NACIONAL TELEFONOS DE VENEZUELA (CANTV)
Ticker: | VNT | Security ID: | 204421101 |
Meeting Date: | MAR 31, 2004 | Meeting Type: | Annual |
Record Date: | MAR 2, 2004 | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | THE APPROVAL OF THE ANNUAL REPORT AND FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003. | | For | | For | | Management | |
2 | | THE APPROVAL OF THE PAYMENT OF AN ORDINARY DIVIDEND FOR 2004 OF BS. 550 PER SHARE REPRESENTING US$ 2.01 PER ADS. | | For | | For | | Management | |
3 | | AUTHORIZATION TO ISSUE BONDS AND COMMERCIAL PAPER. | | For | | Against | | Management | |
4 | | ELECTION OF: GUSTAVO ROOSEN (PRINCIPAL) VICENTE LLATAS (ALTERNATE) | | For | | For | | Management | |
5 | | ELECTION OF: DANIEL PETRI (PRINCIPAL) AND MIKE PAWLOWSKI (ALTERNATE) | | For | | For | | Management | |
6 | | ELECTION OF: JOHN LACK (PRINCIPAL) AND CHARLES FALLINI (ALTERNATE) | | For | | For | | Management | |
7 | | ELECTION OF: JOHN DOHERTY (PRINCIPAL) AND LUIS ESTEBAN PALACIOS (ALTERNATE) | | For | | For | | Management | |
8 | | ELECTION OF: JOSE M. ORTEGA (PRINCIPAL) AND ARTURO BANEGAS (ALTERNATE) | | For | | For | | Management | |
9 | | ELECTION OF: RICARDO HAUSMANN (PRINCIPAL) AND GERMAN GARCIA-VELUTINI (ALTERNATE) | | For | | For | | Management | |
10 | | APPROVAL OF ESPINEIRA, SHELDON Y ASOCIADOS- MEMBER FIRM OF PRICEWATERHOUSECOOPERS, AS EXTERNAL AUDITORS FOR 2004. | | For | | For | | Management | |
11 | | Ratify Auditors | | For | | For | | Management | |
4
C.A. NACIONAL TELEFONOS DE VENEZUELA (CANTV)
Ticker: | VNT | Security ID: | 204421101 |
Meeting Date: | DEC 2, 2003 | Meeting Type: | Special |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Authorize Reduction in Share Capital Via Redemption of Shares | | For | | For | | Management | |
2 | | Approve Distribution of Cash Dividend | | For | | For | | Management | |
CARSO GLOBAL TELECOM
Ticker: | | Security ID: | MXP740451010 |
Meeting Date: | APR 29, 2004 | Meeting Type: | Annual |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Accept Individual and Consolidated Financial Statements and Satutory Reports; Approve Allocation of Income | | For | | For | | Management | |
2 | | Approve Discharge of Management Board; Elect Members to Management and Supervisory Board and Their Respective Alternates; Fix Their Remuneration | | For | | For | | Management | |
3 | | Elect Directors to Various Board Committees; Fix Their Remuneration | | For | | For | | Management | |
4 | | Set Aggregate Nominal Amount of Share Repurchase Reserve for Fiscal Year 2004; Approve Share Repurchase Guidelines | | For | | For | | Management | |
5 | | Designate Shareholder Representatives of Minutes of Meeting | | For | | For | | Management | |
CARSO GLOBAL TELECOM
Ticker: | | Security ID: | MXP740451010 |
Meeting Date: | DEC 8, 2003 | Meeting Type: | Special |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Amend Articles | | For | | Against | | Management | |
2 | | Designate Inspector or Shareholder Representative(s) of Minutes of Meeting | | For | | For | | Management | |
5
CEMEX S.A.
Ticker: | CMXYY | Security ID: | MXP225611567 |
Meeting Date: | APR 29, 2004 | Meeting Type: | Annual |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Accept Financial Statements and Statutory Reports | | For | | For | | Management | |
2 | | Approve Allocation of Income; Set Aggregate Nominal Amount of Share Repurchase Reserve | | For | | For | | Management | |
3 | | Authorize Capitalization of Reserves | | For | | For | | Management | |
4 | | Elect Directors and Supervisory Board | | For | | For | | Management | |
5 | | Approve Remuneration of Directors and Supervisory Board | | For | | For | | Management | |
6 | | Designate Shareholder Representative(s) of Minutes of Meeting | | For | | For | | Management | |
CEMIG, COMPANHIA ENERGETICA DE MINAS GERAIS
Ticker: | CZME70 | Security ID: | BRCMIGACNPR3 |
Meeting Date: | APR 30, 2004 | Meeting Type: | Annual |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Accept Financial Statements and Statutory Reports | | For | | Did Not Vote | | Management | |
2 | | Approve Allocation of Income | | For | | Did Not Vote | | Management | |
3 | | Approve Payment of Dividends and Interest on Capital of BRL 320.5 Million | | For | | Did Not Vote | | Management | |
4 | | Elect Supervisory Board Members and Alternates; Fix Their Remuneration | | For | | Did Not Vote | | Management | |
5 | | Approve Remuneration of Directors | | For | | Did Not Vote | | Management | |
6 | | Grant Executive Officer Board Authorization to Exercise Duties Regulated Under Article 17 of Bylaws, Pending Decision of ANEEL | | For | | Did Not Vote | | Management | |
7 | | Amend Contract Agreement Between State of Minas Gerais and Company Re: ‘Contrato de Cessao de Credito da Conta de Resultados a Compensar’; Approve New Dividend Policy | | None | | Did Not Vote | | Shareholder | |
COCA-COLA FEMSA S.A.
Ticker: | KOF | Security ID: | 191241108 |
Meeting Date: | DEC 9, 2003 | Meeting Type: | Special |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Amend Articles to Comply with Mexican Legislation Law | | For | | For | | Management | |
2 | | Designate Inspector or Shareholder Representative(s) of Minutes of Meeting | | For | | For | | Management | |
3 | | Approve Minutes of Meeting | | For | | For | | Management | |
6
COCA-COLA FEMSA S.A.
Ticker: | KOF | Security ID: | 191241108 |
Meeting Date: | MAR 9, 2004 | Meeting Type: | Annual |
Record Date: | FEB 9, 2004 | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | ELECTION OF THE DIRECTORS, EXAMINERS, CHAIRMAN AND SECRETARY OF THE BOARD OF DIRECTORS, AND RESOLUTION WITH RESPECT TO THEIR REMUNERATION. | | For | | For | | Management | |
COMPANHIA SIDERURGICA NACIONAL (CSN)
Ticker: | SID | Security ID: | 20440W105 |
Meeting Date: | APR 29, 2004 | Meeting Type: | Annual |
Record Date: | APR 12, 2004 | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | CONFIRMATION OF THE REASSESSMENT OF PROPERTY, PLANT AND EQUIPMENT APPROVED IN THE ANNUAL AND SPECIAL SHAREHOLDERS MEETING HELD ON APRIL 29, 2003. | | For | | For | | Management | |
2 | | EXAMINING THE MANAGERS ACCOUNTS, EXAMINE, DISCUSS AND VOTE THE FINANCIAL STATEMENTS AND ADMINISTRATION REPORT. | | For | | For | | Management | |
3 | | APPROVAL OF THE DESTINATION OF THE 2003 BUSINESS YEAR S NET PROFIT AND THE DISTRIBUTION OF DIVIDENDS. | | For | | For | | Management | |
4 | | APPROVAL OF CAPITAL BUDGET. | | For | | For | | Management | |
5 | | ELECTION OF THE BOARD OF DIRECTOR S MEMBERS. | | For | | For | | Management | |
6 | | ESTABLISHMENT OF THE ANNUAL GLOBAL REMUNERATION OF THE BOARD OF DIRECTORS AND OF EXECUTIVES. | | For | | For | | Management | |
7 | | CHANGE OF THE NEWSPAPERS IN WHICH THE COMPANY PUBLISHES ITS LEGAL MATTERS. | | For | | For | | Management | |
8 | | APPROVAL OF THE AMENDMENT OF THE 2ND ARTICLE OF THE BYLAWS. | | For | | For | | Management | |
9 | | APPROVAL OF THE SPLIT OF SHARES REPRESENTING THE COMPANY S CAPITAL STOCK. | | For | | For | | Management | |
7
COMPANHIA SIDERURGICA NACIONAL (CSN)
Ticker: | SID | Security ID: | BRCSNAACNOR6 |
Meeting Date: | APR 29, 2004 | Meeting Type: | Annual |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Ratify Correction on Revaluation of Assets Approved at 4-29-03 AGM to BRL 10.8 Billion from BRL 10.5 Billion | | For | | Did Not Vote | | Management | |
2 | | Accept Financial Statements and Statutory Reports | | For | | Did Not Vote | | Management | |
3 | | Approve BRL 1.1 Billion Allocation of Income; Approve Distribution of BRL 471.8 Million as Dividends and BRL 245.5 Million as Interest on Capital | | For | | Did Not Vote | | Management | |
4 | | Approve Capital Budget | | For | | Did Not Vote | | Management | |
5 | | Elect Members to Management Board | | For | | Did Not Vote | | Management | |
6 | | Approve Annual Global Remuneration of Directors in the Amount of BRL 28 Million | | For | | Did Not Vote | | Management | |
7 | | Designate Newspaper to Publish Meeting Announcements | | For | | Did Not Vote | | Management | |
8 | | Amend Articles Re: Extend Corporate Purpose and Share Capital | | For | | Did Not Vote | | Management | |
COMPANHIA VALE DO RIO DOCE
Ticker: | | Security ID: | 204412100 |
Meeting Date: | APR 28, 2004 | Meeting Type: | Annual |
Record Date: | MAR 29, 2004 | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | APPRECIATION OF THE MANAGEMENT S REPORT AND ANALYSIS, DISCUSSION AND VOTE ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003. | | For | | Did Not Vote | | Management | |
2 | | PROPOSAL FOR THE DESTINATION OF THE PROFITS OF THE SAID FISCAL YEAR. | | For | | Did Not Vote | | Management | |
3 | | ESTABLISHMENT OF THE TOTAL AND ANNUAL REMUNERATION OF THE MEMBERS OF THE COMPANY S MANAGEMENT. | | For | | Did Not Vote | | Management | |
4 | | ELECTION OF THE MEMBERS OF THE FISCAL COUNCIL AND ESTABLISHMENT OF THEIR REMUNERATION. | | For | | Did Not Vote | | Management | |
5 | | PROPOSAL OF CAPITAL INCREASE, THROUGH THE CAPITALIZATION OF RESERVES, WITHOUT THE ISSUANCE OF SHARES, AND THE CONSEQUENT CHANGE OF THE HEAD SECTION OF ARTICLE 5 OF THE COMPANY S BY-LAWS. | | For | | Did Not Vote | | Management | |
8
COMPANHIA VALE DO RIO DOCE
Ticker: | | Security ID: | BRVALEACNPA3 |
Meeting Date: | APR 28, 2004 | Meeting Type: | Annual |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Accept Financial Statements and Statutory Reports | | For | | Did Not Vote | | Management | |
2 | | Approve Allocation of Income | | For | | Did Not Vote | | Management | |
3 | | Approve Annual Aggregate Remuneration of Directors | | For | | Did Not Vote | | Management | |
4 | | Elect Supervisory Board Members and Fix Their Remuneration | | For | | Did Not Vote | | Management | |
5 | | Authorize Increase in Capital Via Capitalization of Reserves | | For | | Did Not Vote | | Management | |
COMPANIA DE TELECOMUNICACIONES DE CHILE S.A (TELEFONICA)
Ticker: | CTC | Security ID: | 204449300 |
Meeting Date: | JUL 11, 2003 | Meeting Type: | Special |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Approve Extraordinary Dividends of CLP 17.5 Per Share Charged to Retained Earnings | | For | | For | | Management | |
2 | | Amend Article 5 to Reflect Changes in Capital Due to Capitalization of Share Premium Account | | For | | For | | Management | |
3 | | Authorize Board to Ratify and Execute Approved Resolutions | | For | | For | | Management | |
CORPORACION GEO S A DE CV
Ticker: | | Security ID: | MXP3142C1177 |
Meeting Date: | APR 21, 2004 | Meeting Type: | Annual |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Accept Statutory Reports | | For | | For | | Management | |
2 | | Accept Financial Statements | | For | | For | | Management | |
3 | | Approve Discharge of Management Board | | For | | For | | Management | |
4 | | Approve Allocation of Income | | For | | For | | Management | |
5 | | Elect Directors, Supervisory Board Members, and Board Secretary | | For | | For | | Management | |
6 | | Approve Remuneration of Directors, Supervisory Board Members, and Board Secretary | | For | | For | | Management | |
7 | | Set Aggregate Nominal Amount of Share Repurchase Reserve | | For | | For | | Management | |
8 | | Designate Shareholder Representatives of Minutes of Meeting | | For | | For | | Management | |
9 | | Approve Minutes of Meeting | | For | | For | | Management | |
9
CORPORACION GEO S A DE CV
Ticker: | | Security ID: | MXP3142C1177 |
Meeting Date: | APR 21, 2004 | Meeting Type: | Special |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Approve Removal of Poison Pill Approved at 8-31-01 EGM | | For | | For | | Management | |
2 | | Approve Cancellation of Convertible Debentures Authorized at EGM on August 31, 2001 | | For | | For | | Management | |
3 | | Cancel Company MXN 50 Million Treasury Shares; Approve Reduction in Capital | | For | | For | | Management | |
4 | | Approve 5:1 Stock Split | | For | | For | | Management | |
5 | | Amend Articles | | For | | For | | Management | |
6 | | Designate Inspector or Shareholder Representative(s) of Minutes of Meeting | | For | | For | | Management | |
7 | | Approve Minutes of Meeting | | For | | For | | Management | |
EMBRATEL PARTICIPACOES SA
Ticker: | | Security ID: | BREBTPACNPR0 |
Meeting Date: | JUL 23, 2004 | Meeting Type: | Special |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Elect Management Board Members | | For | | Did Not Vote | | Management | |
EMPRESAS ICA S. A.
Ticker: | ICA | Security ID: | MXP371491046 |
Meeting Date: | APR 16, 2004 | Meeting Type: | Annual |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Accept Board of Directors’ Report | | For | | For | | Management | |
2 | | Accept Supervisory Board Report | | For | | For | | Management | |
3 | | Accept Audit Committee Report | | For | | For | | Management | |
4 | | Accept Financial Statements and Statutory Reports | | For | | For | | Management | |
5 | | Approve Allocation of Income and Dividends; Increase Reserves | | For | | For | | Management | |
6 | | Approve Cancellation of Stock Option Plan of ICA Executives and Employees | | For | | Against | | Management | |
7 | | Approve Board of Directors’ Proposal to Transfer Treasury Shares to Stock Plan of ICA Executives and Employees | | For | | Against | | Management | |
8 | | Elect Management Board, Board Secretary, Supervisory Board, and Alternates Respectively | | For | | For | | Management | |
9 | | Elect Members to Audit Committee | | For | | For | | Management | |
10 | | Elect Members to Executive Committee | | For | | For | | Management | |
11 | | Approve Remuneration of Directors and Supervisory Board | | For | | For | | Management | |
12 | | Designate Shareholder Representatives of Minutes of Meeting | | For | | For | | Management | |
10
ENERSIS S.A.
Ticker: | ENI | Security ID: | 29274F104 |
Meeting Date: | MAR 26, 2004 | Meeting Type: | Special |
Record Date: | FEB 18, 2004 | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | APPROVAL OF THE REINSTATEMENT OF THE MAXIMUM CONCENTRATION LEVEL OF SHARE OWNERSHIP AND CONCENTRATION FACTOR, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. | | For | | Against | | Management | |
2 | | APPROVAL OF THE ESTABLISHMENT OF A PLEDGE OVER SHARES ISSUED BY CGTF FORTALEZA S.A. WHICH ARE OWNED BY ENERSIS S.A. AS SECURITY ON CREDIT OBLIGATIONS ASSUMED BY CGTF FORTALEZA S.A. WITH INTERNATIONAL FINANCE CORPORATION, AS SET FORTH IN THE COMPANY S NOT | | For | | Against | | Management | |
3 | | APPROVAL IN ORDER TO ADOPT THE AGREEMENTS AND DELEGATION OF POWERS OF ATTORNEY REQUIRED IN ORDER TO COMPLY WITH AGREEMENTS APPROVED BY THE SHAREHOLDERS MEETING, AS SET FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH. | | For | | For | | Management | |
4 | | APPROVAL OF THE ANNUAL REPORT, FINANCIAL STATEMENTS AND REPORT OF THE EXTERNAL AUDITORS AND INSPECTORS OF THE ACCOUNTS CORRESPONDING TO THE PERIOD ENDED DECEMBER 31, 2003. | | For | | For | | Management | |
5 | | APPOINTMENT OF INDEPENDENT EXTERNAL ACCOUNTANTS. | | For | | For | | Management | |
6 | | APPROVAL OF THE INVESTMENT AND FINANCING POLICY. | | For | | For | | Management | |
11
FOMENTO ECONOMICO MEXICANO S.A. (FEMSA)
Ticker: | | Security ID: | 344419106 |
Meeting Date: | JUL 27, 2004 | Meeting Type: | Special |
Record Date: | JUL 13, 2004 | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | SUBJECT TO THE APPROVAL OF, AND THE CONDITIONS IMPOSED BY THE MEXICAN SECURITIES COMMISSION AND IN ACCORDANCE WITH ARTICLE 81 OF THE MEXICAN SECURITIES MARKET LAW, TO INCREASE THE VARIABLE PORTION OF THE CAPITAL STOCK OF THE COMPANY, BY THE ISSUANCE OF C | | For | | For | | Management | |
2 | | EXPRESS WAIVER BY THE SHAREHOLDERS TO THEIR PRE-EMPTIVE RIGHTS GRANTED BY ARTICLE 132 OF THE MEXICAN GENERAL CORPORATIONS LAW, TO SUBSCRIBE THE SHARES AND UNITS ISSUED IN ACCORDANCE WITH ITEM I OF THE AGENDA. | | For | | For | | Management | |
3 | | APPROVE THE PUBLIC OFFER IN THE SECURITIES MARKETS OF MEXICO, UNITED STATES OF AMERICA AND OTHER MARKETS. | | For | | For | | Management | |
4 | | TO AUTHORIZE THE DIRECTORS (1) TO DETERMINE THE SUBSCRIPTION PRICE PER SHARE, AND PER UNIT DURING THE PUBLIC OFFER; (2) TO DETERMINE THE AMOUNT TO BE ALLOCATED AS CAPITAL STOCK INCREASE AND AMOUNT AS SUBSCRIPTION PREMIUM PER SHARE AND PER UNIT, AND (3) T | | For | | For | | Management | |
5 | | APPROVE THE CONDITIONS PRECEDENT FOR THE EFFECTIVENESS OF THE RESOLUTIONS ADOPTED DURING THE MEETING. | | For | | For | | Management | |
6 | | ISSUANCE OF POWERS OF ATTORNEY TO EXECUTE THE RESOLUTIONS ADOPTED DURING THE MEETING. | | For | | For | | Management | |
7 | | APPOINTMENT OF DELEGATES FOR THE SHAREHOLDERS MEETING. | | For | | For | | Management | |
8 | | APPROVAL OF THE MINUTES OF THE SHAREHOLDERS MEETING. | | For | | For | | Management | |
FOMENTO ECONOMICO MEXICANO S.A. (FEMSA)
Ticker: | | Security ID: | 344419106 |
Meeting Date: | DEC 10, 2003 | Meeting Type: | Special |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Amend Articles Re: Compliance with Mexican Market Law | | For | | For | | Management | |
2 | | Designate Inspector or Shareholder Representative(s) of Minutes of Meeting | | For | | For | | Management | |
3 | | Approve Minutes of Meeting | | For | | For | | Management | |
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GRUPO AEROPUERTOARIO DEL SURESTE, S.A. DE C.V.
Ticker: | | Security ID: | 40051E202 |
Meeting Date: | APR 29, 2004 | Meeting Type: | Annual |
Record Date: | APR 8, 2004 | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | APPROVAL OF THE REPORT OF THE BOARD OF DIRECTORS PURSUANT TO ARTICLE 172 OF THE GENERAL LAW OF COMMERCIAL COMPANIES. | | For | | For | | Management | |
2 | | APPROVAL OF THE ANNUAL REPORT OF THE AUDIT COMMITTEE REGARDING ITS ACTIVITIES AS PROVIDED BY ARTICLE 14 BIS 3 OF THE SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). | | For | | For | | Management | |
3 | | APPROVAL OF THE REPORT OF THE STATUTORY AUDITOR. | | For | | For | | Management | |
4 | | APPROVAL OF THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003. | | For | | For | | Management | |
5 | | APPROVAL OF THE APPLICATION OF THE RESULTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003. | | For | | For | | Management | |
6 | | PRESENTATION OF THE REPORT OF THE NOMINATIONS AND COMPENSATIONS COMMITTEE. | | For | | For | | Management | |
7 | | PROPOSAL OF THE BOARD OF DIRECTORS TO PAY AN ORDINARY CASH DIVIDEND, AS MORE FULLY DESCRIBED IN THE AGENDA. | | For | | For | | Management | |
8 | | ELECT PRINCIPAL AND ALTERNATE DIRECTORS AND SUPERVISORY BOARD MEMBERS | | For | | For | | Management | |
9 | | ADOPTION OF THE RESOLUTIONS REGARDING THE REMUNERATION TO BE PAID TO MEMBERS AND ALTERNATES OF THE BOARD OF DIRECTORS AND STATUTORY AUDITORS. | | For | | For | | Management | |
10 | | APPROVAL OF THE APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS ADOPTED IN THIS ANNUAL SHAREHOLDERS MEETING. | | For | | For | | Management | |
GRUPO FINANCIERO BANORTE S.A.
Ticker: | | Security ID: | MXP370711014 |
Meeting Date: | APR 29, 2004 | Meeting Type: | Annual |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Accept Financial Statements and Statutory Reports | | For | | For | | Management | |
2 | | Approve Allocation of Income | | For | | For | | Management | |
3 | | Elect Members to Management and Supervisory Boards | | For | | For | | Management | |
4 | | Approve Remuneration of Directors and Supervisory Board Members | | For | | For | | Management | |
5 | | Accept Director’s Report on Share Repurchase Plan; Set Limit for Share Repurchase Reserve | | For | | For | | Management | |
6 | | Designate Inspector or Shareholder Representative(s) of Minutes of Meeting | | For | | For | | Management | |
7 | | Approve Minutes of Meeting | | For | | For | | Management | |
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GRUPO FINANCIERO BANORTE S.A.
Ticker: | | Security ID: | MXP370711014 |
Meeting Date: | OCT 16, 2003 | Meeting Type: | Special |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Approve Cash Dividend | | For | | For | | Management | |
2 | | Designate Inspector or Shareholder Represntative(s) to Execute Dividend Distribution | | For | | For | | Management | |
3 | | Approve Minutes of Meeting | | For | | For | | Management | |
GRUPO FINANCIERO BANORTE S.A.
Ticker: | | Security ID: | MXP370711014 |
Meeting Date: | APR 29, 2004 | Meeting Type: | Special |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Approve Merger by Absorption of Generali Mexico - Compania de Seguros S.A., and of Another Financial Firm | | For | | Against | | Management | |
2 | | Designate Inspector or Shareholder Representative(s) of Minutes of Meeting | | For | | For | | Management | |
3 | | Approve Minutes of Meeting | | For | | For | | Management | |
GRUPO FINANCIERO BBVA BANCOMER
Ticker: | | Security ID: | MX01GF360007 |
Meeting Date: | JAN 7, 2004 | Meeting Type: | Special |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Amend Articles Re: Compliance With Mexican Market Legislation | | For | | Did Not Vote | | Management | |
2 | | Designate Two Shareholders to Approve and Sign Minutes of Meeting | | For | | Did Not Vote | | Management | |
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GRUPO MEXICO SA DE CV (FM. NUEVA GR. MEXICO SACV)
Ticker: | | Security ID: | MXP370841019 |
Meeting Date: | APR 30, 2004 | Meeting Type: | Annual |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Accept Financial Statements and Statutory Reports | | For | | For | | Management | |
2 | | Accept Audit Committee Report | | For | | For | | Management | |
3 | | Approve Allocation of Income | | For | | For | | Management | |
4 | | Elect Members to Management and Supervisory Boards and Audit, Executive, and Remuneration Committees | | For | | For | | Management | |
5 | | Approve Remuneration of Directors and Supervisory Board and Committee Members | | For | | For | | Management | |
6 | | Authorize Board to Ratify and Execute Approved Resolutions | | For | | For | | Management | |
GRUPO TELEVISA, S.A.
Ticker: | TV | Security ID: | 40049J206 |
Meeting Date: | DEC 23, 2003 | Meeting Type: | Special |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Amend Articles Re: Compliance with Mexican Market Law Approved on 6-2-01 and 3-19-03 Respectively | | For | | For | | Management | |
2 | | Approve Capital Reduction Via Cancellation of Treasury Shares; Amend Article 6 Accordingly | | For | | For | | Management | |
3 | | Designate Inspector or Shareholder Representative(s) of Minutes of Meeting | | For | | For | | Management | |
PETROLEO BRASILEIRO
Ticker: | PBR/A | Security ID: | 71654V408 |
Meeting Date: | MAR 29, 2004 | Meeting Type: | Annual |
Record Date: | MAR 9, 2004 | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | APPROVAL OF THE MANAGEMENT REPORT, THE FINANCIAL STATEMENTS AND AUDIT COMMITTEE S OPINION FOR THE FISCAL YEAR 2003. | | For | | For | | Management | |
2 | | APPROVAL OF THE CAPITAL EXPENDITURES BUDGET FOR THE FISCAL YEAR 2004. | | For | | For | | Management | |
3 | | APPROVAL OF THE DISTRIBUTION OF RESULTS FOR THE FISCAL YEAR 2003. | | For | | For | | Management | |
4 | | APPROVAL OF THE ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS, AUDIT COMMITTEE AND THEIR RESPECTIVE SUBSTITUTES, TO VOTE IN THE SAME MANNER AS THE MAJORITY OF THE SHAREHOLDERS AT THE MEETING.* | | For | | For | | Management | |
5 | | APPROVAL OF THE INCREASE IN CAPITAL STOCK THROUGH THE INCORPORATION OF PART OF THE REVENUE RESERVES CONSTITUTED IN PREVIOUS FISCAL YEARS AMOUNTING TO R$ 13,033 MILLION, INCREASING THE CAPITAL STOCK FROM R$ 19,863 MILLION TO R$ 32,896 MILLION WITHOUT ANY | | For | | For | | Management | |
6 | | APPROVAL OF THE INCREASE IN THE LIMIT OF AUTHORIZED CAPITAL FROM R$ 30 BILLION TO R$ 60 BILLION. | | For | | For | | Management | |
7 | | APPROVAL OF THE ESTABLISHMENT OF THE COMPENSATION OF MANAGEMENT AND EFFECTIVE MEMBERS OF THE AUDIT COMMITTEE, AS WELL AS THEIR PARTICIPATION IN THE PROFITS. | | For | | For | | Management | |
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QUILMES INDUSTRIAL S.A. (QUINSA)
Ticker: | LQU | Security ID: | 74838Y207 |
Meeting Date: | JUN 25, 2004 | Meeting Type: | Annual |
Record Date: | MAY 21, 2004 | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | REPORTS OF THE BOARD OF DIRECTORS AND THE STATUTORY AUDITORS AND APPROVAL OF THE ACCOUNTS. | | For | | Did Not Vote | | Management | |
2 | | REPORT OF THE INDEPENDENT AUDITORS ON THE FINANCIAL YEAR 2003 AND APPROVAL OF THE CONSOLIDATED ACCOUNTS. | | For | | Did Not Vote | | Management | |
3 | | REMUNERATION OF THE BOARD OF DIRECTORS. | | For | | Did Not Vote | | Management | |
4 | | APPROPRIATION OF RESULTS. | | For | | Did Not Vote | | Management | |
5 | | DISCHARGE TO THE DIRECTORS AND THE STATUTORY AUDITORS. | | For | | Did Not Vote | | Management | |
6 | | ACQUISITION OF OWN SHARES. | | For | | Did Not Vote | | Management | |
7 | | APPOINTMENT OF DIRECTORS. | | For | | Did Not Vote | | Management | |
8 | | Ratify Auditors | | For | | Did Not Vote | | Management | |
9 | | Other Business | | For | | Did Not Vote | | Management | |
S.A.C.I. FALABELLA
Ticker: | | Security ID: | CLP3880F1085 |
Meeting Date: | OCT 17, 2003 | Meeting Type: | Special |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Authorize Capitalization of Reserves of CLP 42.5 Billion | | For | | For | | Management | |
2 | | Approve Merger Agreement with Inversiones Sodimac SA | | For | | For | | Management | |
3 | | Approve Merger Balance Sheet | | For | | For | | Management | |
4 | | Approve Sept. 1, 2003 as Effective Date of Merger | | For | | For | | Management | |
5 | | Issue 417.7 Million Shares in Connection with Merger | | For | | For | | Management | |
6 | | Amend Articles to Reflect Changes in Capital in Connection with Merger | | For | | For | | Management | |
7 | | Ratify Statements of Company Representative Re: Company’s Financial Situation and Make Necessary Changes if Declarations Do Not Match 7-23-03 Agreement or Purchase Option of Inmobiliaria Prodeco SA | | For | | For | | Management | |
8 | | Inform Shareholders of Purchase of 13.2 Million Shares of Sodimac SA (Related-Party Transaction) | | For | | For | | Management | |
9 | | Change Board Size to Reflect New Ownership Structure | | For | | For | | Management | |
10 | | Authorize Board to Ratify and Execute Merger | | For | | For | | Management | |
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TELESP CELULAR PARTICIPACOES S/A
Ticker: | | Security ID: | BRTSPPACNPR0 |
Meeting Date: | MAR 26, 2004 | Meeting Type: | Special |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Elect One Member to Management Board | | For | | Did Not Vote | | Management | |
TELESP CELULAR PARTICIPACOES S/A
Ticker: | | Security ID: | BRTSPPACNPR0 |
Meeting Date: | MAR 26, 2004 | Meeting Type: | Annual |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Accept Financial Statements and Statutory Reports | | For | | Did Not Vote | | Management | |
2 | | Elect Supervisory Board | | For | | Did Not Vote | | Management | |
3 | | Approve Aggregate Remuneration for Directors and Individual Remuneration for Supervisory Board Members | | For | | Did Not Vote | | Management | |
4 | | Ratify Election of Two Board Members | | For | | Did Not Vote | | Management | |
TENARIS SA, LUXEMBOURG
Ticker: | | Security ID: | 88031M109 |
Meeting Date: | MAY 26, 2004 | Meeting Type: | Annual |
Record Date: | APR 16, 2004 | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | APPROVAL OF THE COMPANY S CONSOLIDATED FINANCIAL STATEMENTS AS OF, AND FOR THE FISCAL YEAR ENDED, DECEMBER 31, 2003. | | For | | For | | Management | |
2 | | APPROVAL OF THE COMPANY S ANNUAL ACCOUNTS AS OF, AND FOR THE FISCAL YEAR ENDED, DECEMBER 31, 2003. APPROVAL OF THE REPORT FROM THE BOARD OF DIRECTORS AND FROM THE INDEPENDENT AUDITOR OF THE ANNUAL ACCOUNTS. | | For | | For | | Management | |
3 | | APPROVAL OF DIVIDEND PAYMENT. | | For | | For | | Management | |
4 | | DISCHARGE OF BOARD OF DIRECTORS RESPONSIBILITIES. | | For | | For | | Management | |
5 | | ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS. | | For | | For | | Management | |
6 | | AUTHORIZATION TO THE BOARD OF DIRECTORS TO DELEGATE THE DAY-TO- DAY MANAGEMENT OF THE BUSINESS TO ONE OR MORE OF ITS MEMBERS. | | For | | For | | Management | |
7 | | DETERMINATION OF COMPENSATION TO THE MEMBERS OF THE BOARD OF DIRECTORS. | | For | | For | | Management | |
8 | | Ratify Auditors | | For | | For | | Management | |
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WAL-MART DE MEXICO S.A. DE C.V. (FRMRLY. CIFRA S.A.)
Ticker: | | Security ID: | MXP810071011 |
Meeting Date: | FEB 25, 2004 | Meeting Type: | Annual |
Record Date: | | | |
# | | Proposal | | Mgt Rec | | Vote Cast | | Sponsor | |
1 | | Accept Chairman’s Report | | For | | Did Not Vote | | Management | |
2 | | Accept Audit Committee’s Report | | For | | Did Not Vote | | Management | |
3 | | Accept Supervisory Board Report | | For | | Did Not Vote | | Management | |
4 | | Accept Financial Statements | | For | | Did Not Vote | | Management | |
5 | | Accept Report Re: Share Repurchase Reserve | | For | | Did Not Vote | | Management | |
6 | | Cancel 27.6 Million Series C Treasury Shares | | For | | Did Not Vote | | Management | |
7 | | Approve Conversion of Class C Shares into Class V Shares, Increasing Voting Rights of Class C Shareholders | | For | | Did Not Vote | | Management | |
8 | | Approve Allocation of Income | | For | | Did Not Vote | | Management | |
9 | | Approve Dividend of MXN 0.44 Per Share Payable in Cash or Shares | | For | | Did Not Vote | | Management | |
10 | | Approve MXN 1.9 Billion Increase in Variable Capital Through Issuance of 98.4 Million Common Shares to Service Stock Dividend Payout Proposed in Previous Item; Cancel Unused Portion of Capital Increase | | For | | Did Not Vote | | Management | |
11 | | Amend Articles | | For | | Did Not Vote | | Management | |
12 | | Accept Report Re: Employee Stock Option Plan | | For | | Did Not Vote | | Management | |
13 | | Accept Report Re: Wal-Mart de Mexico Foundation | | For | | Did Not Vote | | Management | |
14 | | Approve Discharge of Directors | | For | | Did Not Vote | | Management | |
15 | | Elect Members of Management and Supervisory Boards | | For | | Did Not Vote | | Management | |
16 | | Approve Minutes of Meeting | | For | | Did Not Vote | | Management | |
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | The Latin American Discovery Fund, Inc. |
|
By (Signature and Title)* | /s/ Ronald E. Robison |
| |
| Principal Executive Officer |
|
Date | August 27, 2004 |
| | | |
* Print the name and title of each signing officer under his or her signature.
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