(Commission File No. 1-14862 )
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.
Yes ______ No ___X___
BRASKEM S.A.
C.N.P.J No. 42.150.391/0001-70 - NIRE 29300006939
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
On December 9, 2016, at 2:00 p.m., at the Company’s office located at Rua Lemos de Monteiro, n° 120, 15º andar, São Paulo/SP, CEP 05501-050, an Ordinary Meeting of the Board of Directors of BRASKEM S.A. was held with the presence of the undersigned Board Members, as per the signatures placed at the end of these minutes. Board Members João Carlos Trigo de Loureiro and Luiz de Mendonça, as well as their respective alternates, were absent for justified reasons. Chief Executive Officer Fernando Musa, officers Gustavo Valverde and Pedro Freitas, and also outside counsel Luis Wielewicki, from law firm Sampaio Ferraz Advogados, were present. The Chairman of the Board of Directors, Mr. Newton Sergio de Souza, presided over the meeting, and Mrs. Marcella Menezes Fagundes acted as secretary. AGENDA: I) Subject for deliberation: After due analysis of the Proposal for Deliberation (“PD”), a copy and related documentation of which were previously forwarded to the Board Members for cognizance, pursuant to the Internal Regulations thereof, and shall remain duly filed at the Company’s headquarters, the following deliberation was approved by unanimous vote of the attendees, under the terms and conditions set out in the respective PD: 1) PD.CA/BAK-15/2016 – Execution of an agreement between Braskem S/A and the Brazilian and US authorities - the following matters were approved: (I) acceptance of the Agreement Proposal based on the terms and conditions included in Exhibit 2 of the respective PD, and the Executive Office is authorized to (a) execute the leniency agreement with the Federal Public Prosecutor Office, under Exhibit 3 of the PD; (b) enter into negotiations with the Department of Justice - DoJ regarding an agreement based on the term sheet included in Exhibit 4 of the PD, which shall be submitted for the Board of Directors' approval as soon as the final draft is available; (c) produce before the Securities Exchange Commission - SEC and the relevant Swiss authorities the documents to formalize the agreement with such entities, according to their own procedures adopted thereby, which shall be submitted for the Board of Directors' approval as soon as the final draft is available; (d) practice all acts required for the full implementation of this resolution; and (II) acceptance of the supplementary recommendations made by the Compliance Committee in the Compliance Committee Report, and the Executive Office is instructed to take the measures indicated and report them to the Board of Directors. At that time, Board Member João Cox cast an affirmative vote separately, which shall be filed at the Company's headquarters II) Subjects for Acknowledgement: nothing to record. IV) Adjournment: As there
Headquarters-Factory: Camaçari/BA - Rua Eteno, 1561, Polo Petroquímico de Camaçari - CEP 42810-000 - Tel.(71) 3413-1000
Offices: Salvador/BA - Avenida Antônio Carlos Magalhães, 3.244, 21º andar, Caminho das Árvores, CEP: 41.820-000 – Tel. (71) 3504-7932
São Paulo/SP – Rua Lemos de Monteiro, 120, 22º andar, São Paulo/SP, CEP 05501-050 – Tel. (11) 3576-9000 – Fax (11) 3023-0892
BRASKEM S.A.
C.N.P.J No. 42.150.391/0001-70 - NIRE 29300006939
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
were no further subjects to be discussed, these minutes were drawn up, which, after read, discussed and found to be in order, are signed by all the Board Members present at the meeting, by the Chairman and by the Secretary.
São Paulo, December 9, 2016.
Newton Sergio de Souza
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Marcella Menezes Fagundes |
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Alfredo Lisboa Ribeiro Tellechea
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Álvaro Fernandes da Cunha Filho | ||
Antonio Britto Filho
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Daniel Bezerra Villar | ||
Edson Chil Nobre
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Ernani Filgueiras de Carvalho | ||
Fernando Reis Vianna Filho
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João Cox Neto |
Headquarters-Factory: Camaçari/BA - Rua Eteno, 1561, Polo Petroquímico de Camaçari - CEP 42810-000 - Tel.(71) 3413-1000
Offices: Salvador/BA - Avenida Antônio Carlos Magalhães, 3.244, 21º andar, Caminho das Árvores, CEP: 41.820-000 – Tel. (71) 3504-7932
São Paulo/SP – Rua Lemos de Monteiro, 120, 22º andar, São Paulo/SP, CEP 05501-050 – Tel. (11) 3576-9000 – Fax (11) 3023-0892
SIGNATURES
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.
Date: December 20, 2016BRASKEM S.A. | |||
By: | /s/ Pedro van Langendonck Teixeira de Freitas | ||
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Name: | Pedro van Langendonck Teixeira de Freitas | ||
Title: | Chief Financial 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 actually 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.