Under the Brazilian Corporations Law, the fiscal council is a corporate body independent from a company's management and independent auditors. Its primary responsibility is to oversee management's activities, analyze the company's financial statements and report its findings to the shareholders.
Our fiscal council is a permanent body composed of three standing members and an equal number of alternates, whether or not shareholders, elected by a resolution at a shareholders' meeting. As the Company has more than 10% of its shares in free float, non-controlling shareholders will be entitled to elect a member of the fiscal council, regardless of the number of shares held. Accordingly, one standing member of the fiscal council and the respective alternate will be appointed by minority holders of common shares pursuant to the Brazilian Corporations Law. The second standing member of the fiscal council and his/her respective alternate will be appointed by the Minister of Finance, on behalf of the Secretariat of the National Treasury. The final standing member of the fiscal council and his/her respective alternate will be appointed by the Bank.
The Brazilian Corporations Law establishes the responsibilities, duties and powers of the fiscal council. Its resolutions are made by the majority of votes of members present at the meeting.