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Annual Integrated Report

72 Annual Integrated Report Table of Contents Introduction Value Creation | Economic Performance | Environmental Social Governance Appendices Composição do Conselho de Administração e Comitês assessores em dezembro/2022 Audit Committee Nomination and Governance Committee 25% 100% Corporate Governance [2-9] Structure At Santander Brasil, we have adopted a Corporate Governance framework that is centered on four key instances: ⚫ General Meeting: brings together the Bank's shareholders ⚫ Board of Directors: responsible for the long-term strategy and oversight of the Executive Board • Executive Board: executes the company's activities • Advisory committees: provide support to the Board of Directors and contribute technical expertise in specific areas Currently, we have the following advisory committees: • Audit Committee • Risk and Compliance Committee • Compensation Committee • Nomination and Governance Committee Sustainability Committee Sustainability Committee [2-12] This is an advisory committee that plays a crucial role in advising the Board of Directors on ESG-related issues. By doing so, it helps to manage the impact of the Bank's activities on the economy, society, and individuals. Its meetings are held at least four times a year, or more frequently when convened extraordinarily. Furthermore, the committee contributes to the dissemination of sustainability knowledge to the Board of Directors. Learn more about the Committee's duties and composition on the Investor Relations website [2-9] Diversity and Independence Gender diversity is a firmly established priority throughout the company, and we have made significant strides in achieving this goal. In 2022, women accounted for 36% of all Governance positions. [405-1] The most significant development of the year in this regard was the increase in female representation on the Executive Committee. This non-statutory committee, comprised of the CEO and vice presidents, participates in decisions related to business management. The number of women on this committee rose from two to four, constituting 33%1 of the total. Apart from the gender issue, we strive to ensure a meaningful representation of independent members, who currently hold 50% of the seats on the Board of Directors. Another priority is to assemble Governance entities that exhibit a diverse range of competencies and skill sets. Below, you will find the current composition of the Board and a detailed exposition of each member's competencies. The procedures and premises for selecting new Directors are outlined in the Policy for the Selection and Succession of Senior Leadership Members. The document formalizes the diversity of experiences and independence as fundamental principles for the composition of this corporate body. Furthermore, it stipulates that the process of defining new members should be coordinated by the Chairman of the Board and conducted by the Human Resources department. It also proposes that the controlling shareholder and members of the Executive Committee be notified to support the identification of suitable candidates. 'Disregarding permanent guests. For more on the Governance bodies, their functions, and the curriculum of the members of the Board of Directors, its advisory committees, the Fiscal Board, and the Policy for the Selection and Succession of Senior Leadership Members, please visit the Investor Relations website (https://cms.santander.com.br/sites/WRI/ documentos/url-regimento-ca-2020/20-05-27 213850_regimento+interno ca 2020.pdf). [2-10] [2-9] 25% In 2022, a non-permanent Fiscal Board was established in accordance with the provisions of the Bylaws and following the request of the Annual and Extraordinary General Meeting held on April 29th. The Board comprises three effective members and three alternates, elected to serve for the annual term that will remain in effect until the Annual General Meeting of 2023. The primary objective of this entity is to oversee administrative management actions, in addition to other duties outlined in Article 163 of the Brazilian Corporation Law, for the protection of our organization and shareholders' interests. Its members convene at least once every quarter. 75% Compensation Committee 25% 75% Risk and Compliance Committee Sustainability Committee Board of Directors 75% Fiscal Board¹ 100% 43% 57% Non-independent directors 36% 64% Independent directors 'The term of office of the members of the Fiscal Council installed at the 2022 Annual Shareholders' Meeting ended with the Annual Shareholders' Meeting held on April 28, 2023. On that occasion, the minimum quorum required to install the Fiscal Council for a new term was not reached Santander 73
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