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
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