Board of Directors

Our board of directors is our principal decision-making body, responsible for setting our business policies and general guidelines, including our long-term strategy, and for the control and inspection of our performance.  It is also responsible, among other duties, for the supervision of our management.  Such duties do not encompass any operating or executive roles.

Our bylaws establish that our board shall have a minimum of five and a maximum of six members.  The directors are elected at the annual shareholders' meeting for a unified term of office of two years.  The directors may be reelected or dismissed at any time, and each director must remain in office until his successor is instated.  According to the corporate governance listing rules of the Novo Mercado, at least 20% of our directors must be independent directors (i.e. considering the five to six members composition of our board, one of them shall be independent).  The board of directors shall be appointed as follows: (i) minority shareholders shall be able to elect at least one member of the board of directors, or more members through cumulative voting, as permitted by the Brazilian Corporations Law; (ii) one member shall be appointed by the Minister of Planning, Budgeting and Management; (iii) two members shall be appointed by the Bank from its executive board; and (iv) the remaining members shall be appointed by the Finance Minister.  The chairman of the board of directors shall be one of the members appointed pursuant to items (iii) and (iv).

The duties of the board of directors include: (i) deciding on the number of, electing and removing executive officers as well as defining their duties pursuant to the bylaws; (ii) approving and changing the board of directors' and the executive board's internal regulations; (iii) approving interim dividends and interest on capital, which may be attributed to the minimum mandatory dividends based on profits and reserves subject to legal limits and found in the annual, semi-annual and quarterly financial statements, or in shorter periods; (iv) deciding on the creation, extinction and activities of the technical committees and audit committee, as well as electing and removing their members; (v) authorizing the acquisition of shares issued by the Company, for the purposes of keeping them in treasury and their possible cancellation or disposal; (vi) appointing and discharging the Company's independent auditors; (vii) defining and submitting to the shareholders' meeting a list of three companies specialized in economic appraisals of companies, in order to prepare an appraisal report on the Company's shares in case of public offerings, delisting or exit from the Novo Mercado; (viii) approving corporate policies and strategies, the investment plan, the business plan and the annual budget for the Company, its subsidiaries and controlled companies; (ix) proposing and approving on staffing and compensation plans, Company employee and management advantages and benefits, including profit sharing, subject to guidance by the controlling shareholder for employees on loan from the Bank and to legislation in force; and (x) formally assessing at the end of each year its own performance and that of the Company's executive board, its subsidiaries and controlled companies, as well as that of the Audit and technical committees.


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