2013 Annual Report

NOSSAS ACOES OLIDO DO CORPORATE GOVERNANCE Service to Shareholders And Investors Santander has a differentiated shareholder and investor service model in all countries where it has shares listed on the Stock Exchange. Individuals and non-financial companies are served by the A shareholder handles an informational brochure during the APIMEC meeting Shareholder Relations Department; institutional investors, analysts and market professionals are served by the Investor Relations Department, which is also responsible for the disclosure of information to the financial market. The Shareholder Relations area provides several exclusive channels for individuals and non-financial corporate shareholders, including the most important channel - the Shareholder Portal (www.santander.com.br/ acionistas). On the Shareholder Portal, shareholders and other stakeholders may access information on the Bank in a simple and informative manner, in addition to obtaining information on specific services provided by the Bank such as the dividend calculator. The in-house team may also be contacted via the e-mail at acionistas@santander. com.br or by telephone 0800 286 848. This area is also responsible for organizing public meetings at the Association of Capital Market Investment Professionals and Analysts (APIMEC) in several states of the country. The goal at these meetings is to submit, especially to shareholders, information on quarterly results, in addition to the Bank's model and positioning in the market, corporate governance, and the sustainability initiatives. Public companies are required to hold a public meeting once a year. In 2013, the Bank promoted six meetings. Over 1,000 people among shareholders and other stakeholders took part in the events and initiatives by the Shareholder Relations area. In turn, the Investor Relations area offers customized services to both Brazilian and foreign institutional investors, and to market analysts and professionals. The Investor Relations website provides regular information disclosed to the market and filed with the regulatory agencies (CVM and SEC) and the stock exchanges (BM&FBOVESPA and NYSE), details on ownership structure, ratings, performance indicators, dividend records, share prices and other information. G4-37 Product Governance In order to ensure that any prohibited products and services are not offered to stakeholders, the Bank adopted certain level of governance in charge of the approval, sale and monitoring of products and services. The objective is that products and services are not sold before their overall characteristics, risks, controls, legal feasibility and operational, accounting, technological procedures, to name a few, are identified and assessed by all relevant technical areas. This assessment is double-edged: the impacts for the Bank and the impacts for the client. As applicable, the Corporate Commercialization Committee (based in Spain) is involved in the assessment and approval of products. According to the corporate policy, upon approval, the sale of products continues to be monitored. The Bank also follows internal and external guidelines to ensure that prohibited products and services are not made available to clients. Internally, the drivers are the Code of Ethics, the Commercialization Policy for Products and Services while monitoring product sale, under the approved business rules. In the external environment, the drivers are the Bank-Self- Regulatory Code (issued by FEBRABAN), the Anbima codes and other standards issued by regulatory agencies (Central Bank, CVM, SUSEP). G4-PR6 Policies and codes In order to guide the activities of Santander's employees, the Bank has policies and codes in place that contribute to add transparency to processes while strengthening Corporate Governance practices. Some of these documents are: Disclosure of Material Facts Policy: This policy provides guidelines on how to disclose the Bank's material facts, including the confidentiality around such information. Insider Trading Policy: This policy deals with procedures to be observed by the Bank and related persons when trading in the Bank's securities: Policy for Transactions with Related Parties: The purpose of this policy is establishing rules that ensure all decisions, particularly those involving related parties and conflict of interests, are made in the best interests of the Bank and its shareholders. It defines who are the Bank's related parties, any situations involving conflict of interest, agreements with related parties and the procedures to be observed by managers involved in transactions with related parties or any other potential conflicts of interest. It also provides that in case a situation involving conflict of interest is detected a notice will be issued to the parties. G4-41 IN 2013 THE BANK HOSTED SIX APIMEC MEETINGS. OVER 1,000 PEOPLE AMONG SHAREHOLDERS AND OTHER STAKEHOLDERS TOOK PART IN THE EVENTS AND INITIATIVES OF THE SHAREHOLDER RELATIONS AREA 36 Annual Report 2013 37

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