Aproximación a una definición de Pedagogía Crítica

a. New directives

During the year, the ISA issued the following directives in accordance with Section 36A of the Securities Law:

(1) Disclosure required in projected cash flow reports

The directive was published on November 18, 2010.

In December 2008, Amendment 2 to the Securities Regulations (Periodic and Immediate Reports) of 1970 went into effect. The Amendment required reporting companies whose debt certificates issued and offered under a prospectus are held by the public to test for warning signs. If such warning signs are found, reporting companies must attach a projected cash flow report to their board of directors' report, unless the board of directors has determined that there is no reasonable concern that the company default on its existing and expected liabilities during the projected cash flow period.

The directive sets criteria for the presentation of the projected cash flow report, including its underlying assumptions and the accompanying board of directors' explanations.

It is clarified that if in the first six months of the projected cash flow period, a reporting company is required to repay a material liability, that reporting company must specify the repayment date of the material liability and disclose the specific sources of funds to be used for its repayment.

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It is further clarified that - as part of the board of directors' explanations included in the board of directors' report in a company's annual report, if and to the extent that the board of directors has previously included a projected cash flow report, it shall also be necessary to include a table comparing those items for which actual performance has differed materially from the projection. The board of directors is further required to provide explanations for all such material differences as aforesaid.

(2) Disclosure of credit risks, market risks, and public holdings in financial instruments

The directive was published on February 3, 2010, and went into effect on May 1, 2010.

The fact that issuers of financial instruments are special-purpose companies with limited economic abilities requires that increased disclosure be made on the main risks embodied in their operations. Pursuant to this directive, issuers of financial instruments is required to disclose, as part of their monthly reports, the scope of public holdings and the sources of credit and market risks to which they are exposed. As part of their quarterly reports, issuers of financial instruments are required to disclose, inter alia, information on relevant credit risks, including a quantitative description of these risks. Furthermore, issuers are required to detail the relevant market risks, including a description of all backing asset classes, sensitivity tests to market changes, and fair value at risk for each financial instrument separately. As part of their annual reports, issuers are required to provide extensive disclosure on applicable credit risks, including qualitative information on their credit risk management policies, and information on credit risks embedded in those entities to which they are exposed. The directive further determines that material changes in credit risks, certificate series, companies or managing entities are to be disclosed by way of immediate reports.

b. Extended directives

(3) Disclosure regarding debt settlements

The directive was intended to supersede the ISA Plenum's decision of December 2002, concerning corporate disclosure requirements upon approving court- sanctioned settlements in accordance with Section 350 of the Companies Law of 1999. The directive further regulates the disclosure format for out-of-court (i.e. - not in accordance with Section 350 of the Companies Law) debt settlements implemented through changes to deeds of trust. These latter settlements have become more common following the economic crisis.

The directive defined debt settlements as changes in the terms of debt certificates, including the offering of other securities, which require the debt certificate holders' approval or an exchange purchase offer.

The directive states that companies experiencing financial difficulties, which are finding it hard to meet their original obligations towards the debt certificate holders and which are seeking to negotiate a debt settlement agreement with these holders, must provide disclosure which will allow holders to make a decision whether or not to approve the proposed debt settlement agreement. Such disclosure must include, inter alia, background information and the

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circumstances which led to the company struggling to repay its original liabilities; the alternatives considered by the company while trying to find a suitable solution; the terms of the proposed settlement; details regarding the sources of income which the company intends to use to repay its obligations under the new terms and explanations why the company's proposal is preferable for the holders over other alternatives (such as exercising collateral or filing a request for liquidation with the courts).

For debt settlements not due to financial difficulties, more limited disclosure requirements were prescribed.

The disclosure requirements in the directive are similar in nature to those prescribed in the Companies Regulations (Application for a Settlement or Arrangement) of 2002, which apply to the approval of court-sanctioned settlements in accordance with the Companies Law, with certain additions.

(4) Disclosure of dividend distributions

The directive was published and went into effect on August 6, 2009.

Section 302 to the Companies Law of 1999 establishes a rule whereby companies may make distributions (i.e. - distribute dividends or self-acquire shares or securities convertible into shares), provided two conditions are met (hereinafter - distribution tests): The distribution is made from company profits (profit test), and there is no reasonable concern that such a distribution will prevent a company from meeting its existing and expected obligations, when these become payable (solvency test).

Regulation 37 of the Securities Regulations (Periodic and Immediate Reports) of 1970 requires that immediate reports be made regarding board of directors' decisions to make distributions, including details on the balance of profits before and after the distribution. This disclosure is to include information enabling investors to assess the effects of the dividend distribution on a company's ability to meet its existing and expected obligations, when these become payable. Furthermore, the disclosure is intended to promote transparency in board of directors' actions, and in corporate decision making processes.

The directive established disclosure requirements for board of directors' examinations of whether their companies meet the distribution tests, and particularly - their compliance with the solvency test. Immediate reports on distributions are required, among other things, to include information on the distribution's effects on the distributing company's financial position, its equity structure, leveraging, liquidity, ability to continue existing operations, and its investment plans. Furthermore, separate details must be provided for cases where a board of directors, for the purpose of distribution, relies on a company's ability to dispose of assets or on sources of income derived from companies under its control.

(5) Disclosure of fair value of investment property

The directive was published on February 22, 2009, and applies starting with the 2008 annual reports.

IFRS allows investment property to be presented at fair value. Fair value is

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directive requires companies to provide disclosure allowing users of the financial statements to compare trends and changes in the fair value of investment properties, calculation of fair value, and other relevant data.