Ordinary and Extraordinary General Meeting Presentation
EXHIBIT III - CONSOLIDATED BYLAWS
§ 5º In addition to other responsibilities conferred upon it by law of regulatory
rules, it is incumbent on the Audit Committee to:
functions;
-
-
establish in the Internal Regulations the operational rules by which it
II recommend to the Board of Directors the hiring or substitution of the
independent auditors;
III - review, prior to publication, the half-year accounting statements, including
the notes, the management report and the opinion of the independent auditor;
IV - evaluate the effectiveness of the independent and internal audits, including
in regard to compliance with the legal provisions and rules applicable to the Company,
in addition to the internal regulations and codes;
V - evaluate compliance by the Company's management with the
recommendations made by the independent or internal auditors;
VI - establish and publish the procedures for receiving and dealing with
information about non-compliance with legal provisions and rules applicable to the
Company, as well as the internal regulations and codes, and which shall also
contemplate specific procedures for protecting the person providing the information
and the confidentiality thereof;
VII recommend to the Executive Board corrections or enhancements to the
policies, practices and procedures identified within the scope of its terms of reference;
VIII - meet, at least once every quarter, with the Executive Board and the
independent and internal auditors, so as to check that their recommendations or points
raised have been complied with, including in regard to the planning of the respective
audit work, with the content of such meetings registered in the minutes;
IX
-
to meet with the Fiscal Council, if it is in session, and with the Board of
Directors, at their request, so as to discuss the policies, practices and procedures
identified within the scope of their respective competencies; and
X prepare, at the end of the semesters ended on June 30 and
December 31 of each year, the Audit Committee Report, with due regard for
the applicable legal and regulatory statutes of limitation.
§ 6º Together with the six-month accounting statements, the Audit
Committee shall arrange for the publication of a summary of the report
referred to in item X of the previous paragraph.
TITLE VII
COMPENSATION COMMITTEE
Art. 31. A The Company shall have a Compensation Committee
comprising at least 3 (three) and at the most 5 (five) members appointed by
the Board of Directors among persons who meet the legal and regulatory
conditions for holding office, where one of the members cannot be a
manager of the Company, while the others may or may not be members of
the Company's Board of Directors, whereby at least two members are
independent under the terms of article 14, Paragraph 3 of these Bylaws. The
Compensation Committee must comprise members with the qualifications
and experience required for exercising competent and independent
opinions regarding the institution's compensation policy, including the
repercussions of this policy on risk management. The members of the
Compensation Committee shall have a term of office of 2 (two) years, and
may be reelected up to 4 (four) consecutive times within the terms of the
applicable legislation.
§ 1° When the members of the Compensation Committee are to
take office, its Coordinator will be appointed.
§ 2º The Compensation Committee shall report directly to the
Company's Board of Directors.
32View entire presentation