Commission File Number 32297

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Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.  Form 20-F ___X___ Form 40-F _______

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EXCERPT FROM THE MINUTES OF 215^TH MEETING OF THE BOARD OF

DIRECTORS HELD ON DECEMBER 19, 2012

 

1.  DATE, TIME AND PLACE: On the 19^th (nineteenth) day of the month of December 2012, at 10 a.m., at the head offices of CPFL Energia S.A. (“CPFL Energia” or “Company”), located at Rua Gomes de Carvalho, 1510, 14^th floor, suite 142, in the city of São Paulo, State of São Paulo.

 

2.  CALL: The meeting was called pursuant to Paragraph 2 of Article 17 of the Company’s Bylaws.

 

3.  ATTENDANCE: All current members of the Board of Directors (“Board”) and the members of the Board of Executive Officers. As called for in Paragraph 7 of Article 17 of the Bylaws, Messrs. Ivan de Souza Monteiro and Claudio Palaia sent in their votes in writing. 

 

4.  CHAIR: Chairman – Murilo Passos and Secretary – Gisélia Silva.

 

5. SUBJECTS DISCUSSED AND RESOLUTIONS: 

 

The reading of the Agenda, already being known to all those present, was waived and it was resolved that the minutes of this meeting would be drawn up in summary form, providing the participants the right to freely express their thoughts and dissents, and will be kept on file at the Company’s headquarters and its publication, in summary form, approved, with the signatures of the members of the Board being omitted.

 

The votes of the directors appointed by the controlling shareholders shall be tabulated pursuant to items 5.1 and 7.1 of the Shareholders Agreement, dated March 22, 2002, as amended on August 27, 2002, November 5, 2003 and December 6, 2007, which is on file with the Company.

 

After examination of the subjects on the Agenda, the following matters were discussed and the following resolutions taken by unanimous vote and without any restrictions:

 

(i)        Cognizance taken of management highlights and the material facts of the month, reported by the CEO;

 

(ii)       Approved  the minutes of the 214^th meeting of the Board held on November 28 of the present year;

 

(iii)      Approved, in accordance with item “b” of Article 17 of the Bylaws, the updating of CPFL Energia’s Corporate Governance Guidelines, regarding their application to its Controlled and Affiliated Companies. Furthermore, it was registered that as of the upcoming month of January the members of the Board of Directors’ Advisory Committees shall no longer receive compensation;

 

 

(iv)      Approved, as called for in the provisions of Article 4 of CVM Instruction No. 371/2002 and CVM Decision No. 599/2009, and pursuant to Board of Executive Officers Resolution No. 2012051, the Technical Feasibility Study used as the basis of the recognition of the supplementing of tax credits remaining the total balance of credits of R$ 175,389,000.00 (one hundred seventy-five million, three hundred eighty-nine thousand reais). Furthermore it was registered that the tax credits shall be recognized in the Financial Statements as of December 31, 2012, and that the Technical Feasibility Study will be submitted to the Fiscal Council for examination;

 

(v)       Recommended to the representatives of the Company on the management bodies of its subsidiaries Companhia Paulista de Força e Luz (“CPFL Paulista”), Rio Grande Energia S.A. (“RGE”), Companhia Piratininga de Força e Luz (“CPFL Piratininga”), Companhia Luz e Força Santa Cruz (“CPFL Santa Cruz”), Companhia Sul Paulista de Energia (“CPFL Sul Paulista”), Companhia Leste Paulista de Energia (“CPFL Leste Paulista”), Companhia Luz e Força de Mococa (“CPFL Mococa”) and Companhia Jaguari de Energia (“CPFL Jaguari”) to vote in favor of approval of the contracting of companies to supply electric-mechanical meters - Board of Executive Officers Resolution No. 2012050; and

 

(vi)      Approved, pursuant to Articles 124 and 131 of Law 6,404/76 and item “d” of Article 17 of the Bylaws, the calling of an Extraordinary General Shareholders Meeting for the election of a member of the Board of Directors, as called for in item 4.3 of the Listing Rules of the Novo Mercado and in paragraph 1 of Article 15 of the Company’s Bylaws.

 

6. CLOSURE: There being no further business, the meeting was adjourned, these minutes were drawn up, read, approved and signed by the Board Members present and by the Secretary. Murilo Passos – Chairman, Ivan de Souza Monteiro, Francisco Caprino Neto, Claudio Palaia, Renê Sanda, Helena Kerr do Amaral and Gisélia Silva – Secretary. 

 

I hereby certify that this is a summary of the original minutes as recorded in the Minutes Book.

 

Gisélia Silva

Secretary

 

 

 

 

CPFL ENERGIA S.A.
	By:	/S/  LORIVAL NOGUEIRA LUZ JUNIOR
	Name: Title:	Lorival Nogueira Luz Junior  Chief Financial Officer and Head of Investor Relations