2013 Annual Report
CORPORATE GOVERNANCE
From left to right: João Guilherme de Andrade So Consiglio, Ignácio Dominguez-Adame, Carlos Alberto López Galán, Marco Antônio Martins de Araújo Filho, Conrado Engel,
Jesús Maria Zabalza Lotina, José de Paiva Ferreira, Juan Moreno, Pedro Carlos Araújo Coutinho, Oscar Rodriguez Herrero, Carlos Rey de Vicente, Manoel Marcos Madureira and
José Alberto Zamorano.
The Executive Board
The Executive Board is comprised by a
minimum of two and a maximum of
75 members elected by the Board of
Directors, with a two-year tenure,
re-election permitted. As with the
other officers who comprise the Board
of Directors and the other
Committees, the members of the
Executive Board must be aligned with
the Bank's values, working within the
law and ethics, and committed with
sustainable practices.
The Executive Board relies on
an Executive Committee comprised
by the CEO and Vice-Presidents
with the support of eight non-
statutory committees comprised
by officers from different areas
of Santander Brazil. G4-38
As of December 31, 2013, the Executive Committee is comprised by:
Name
Jesús Maria Zabalza Lotina
Conrado Engel
José de Paiva Ferreira
Carlos Rey de Vicente
Carlos Alberto López Galán
Ignacio Dominguez-Adame Bozzano
João Guilherme de Andrade So Consiglio
Manoel Marcos Madureira
Marco Antônio Martins de Araújo Filho
Oscar Rodriguez Herrero
Pedro Paulo Longuini
Pedro Carlos Araújo Coutinho
Position
CEO
Senior Executive Vice-President
Senior Executive Vice-President
Executive Vice-President
Executive Vice-President
Executive Vice-President
Executive Vice-President
Executive Vice-President
Executive Vice-President
Executive Vice-President
Executive Vice-President
Executive Vice-President
Non-statutory Committees
→ The Financial Committee: Controls, reviews and
approves the policies and guidelines in connection
with capital management and structural risks of
the balance sheet.
→ The Human Resources Committee: Discusses
and approves strategic matters in relation to Human
Resources in the medium and long term, and approves
issues associated with the organizational culture.
→ The Facility Management Committee: This
committee follows up and approves the Bank's systems
plans and the investment portfolio in technology,
including operational risk indicators and budgets.
The Regulations and Standards Committee: This
Committee reviews the new laws and standards,
including self-regulating bodies and internal and external
policies.
The Wholesale Business Committee: This Committee
analyzes and deals with issues in connection with
business and conducts a regular review of the
Company's business and strategic positioning.
→ The Quality Committee: Establishes client satisfaction
targets, validates quality indicators and plans, and the
outcomes of client satisfaction surveys.
→ Risk Committee: This Committee reviews and approves
credit and market risk policies, including strategies to
minimize potential impacts, NPL indicators, cost of credit
and NPL provisions.
The Disclosure Committee: Provides advice to the
Bank on how to disclose material facts, notices to
shareholders, resolutions by the Board of Directors, etc.
The Governance of Sustainability
The Governance of Sustainability follows the guidelines of
the Santander's Global Committee for Sustainability, chaired
by the Group's CEO and involving all business areas. The
function of the Global Committee is to define the
sustainability strategy; manage the strategic aspects of
policies; and to drive actions such as market making and
social/environmental awareness. G4-34
Locally, the sustainability strategy guidelines are discussed
on the highest decision making instances of Santander
Brazil. The Governance structure for Sustainability relies
on the Governance and Sustainability Committee and the
Vice-Presidency of Communication, Marketing, Institutional
Relations and Sustainability, reporting to the CEO and,
as needed to the Executive Committee and the Board
of Directors.
This Vice-Presidency includes the Sustainability Department,
which supports other areas for the advancement of the
topic in terms of practices, in addition to designing and
submitting strategies. G4-34 G4-36
The Executive Committee
is supported by eight
non-statutory committees,
comprised by officers from
other areas in the Bank
32 Annual Report 2013
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