2013 Annual Report
CORPORATE GOVERNANCE
With the objective of both improving and updating the
knowledge of the Board of Director members, topics in
connection with economic trends, global and local social
and environmental situation are brought to meetings by
the Bank's officers or external consultants. These meetings
include discussions on the risks that the Bank's business
may run and the opportunities in connection with the
same issues. G4-43 G4-45 G4-46
The Board holds a monthly meeting according to the
dates included in the Bank's Event Calendar, available
at www.santander.com.br/ir G4-38 G4-42
As of December 31, 2013, the Board of Directors was
comprised by:
Through the Advisory Committees, on topics that
are deemed to be critical for the Bank, such as
circumstances that may have an impact on the
economic, environmental and social performance
of the Organization are brought before the Board
of Directors for review and action plans. G4-49
The selection of committee members takes into
consideration the same requirements for the Board of
Directors members. Diversity of opinion is also sought,
with the participation of specialists with wide experience
in their respective areas. As of December 31, 2013,
these committees were comprised by:
Audit Committee(2):
The Board of Directors G4-34
From left to right: José Antonio Álvarez Álvarez, Conrado Engel, Marília Artimonte Rocca, Celso Clemente Giacometti, Jesús Maria Zabalza Lotina, Viviane Senna Lalli, José de Paiva
Ferreira and José Manuel Tejón Borrajo.
Name
Celso Clemente Giacometti
Jesús Zabalza
Conrado Engel
José Antonio Álvarez Álvarez
Position
Chairman and independent Board Member
Vice-President and Board Member
Board Member
Board Member
José Manuel Tejón Borrajo
José de Paiva Ferreira
Marília Artimonte Rocca
Viviane Senna Lalli
Board Member
Board Member
Independent Board Member
Independent Board Member
Name
René Luiz Grande
Celso Clemente Giacometti
Elidie Palma Bifano
Taiki Hirashima
Position
Coordinator and Independent Member
Independent Member
Independent Member
Independent Member and Technical
Head
Compensation and Appointment Committee (2): G4-52
The Board of Directors is currently comprised by eight
members, of which three are independent, in excess of the
number recommended by Regulation Level 2 in Corporate
Governance; all members are elected at the Shareholders'
Meetings, with a two year tenure, re-election permitted.
The election of Board Members takes into account legal
requirements and Bylaws provisions, including the Brazilian
Central Bank regulations, the choice of individuals who are
aligned with the Bank's values, working within the law and
ethics, and committed with the social and environmental
sustainability practices. G4-40
In tandem with good Corporate Governance practices,
an evaluation of the Board of Directors, including the
CEO, the Directors and the Committees, is conducted
on a yearly basis, using criteria previously set, with the
support of consultants. G4-44
THE KEY GUIDELINES FOR
THE BOARD OF DIRECTORS
The main guidelines for the Board
of Directors are:
Define strategy, review any topics that are relevant
for the Company while supervising management;
Promote long-term prosperity;
Make every effort to ensure that the principles of
Santander are both respected and disseminated;
→ Abide by the provisions of the Bank's Code of Ethics;
Evaluate management performance and
determine the CEO compensation;
Evaluate situations that may result in reviewing
the Bank's business that may generate economic,
environmental and social impacts, under a risk/
opportunity viewpoint; G4-45 G4-46
Evaluate risk management efficiency in economic,
social and environmental themes. G4-45 G4-46
For additional information on Board Members such as
competencies, tenure, functions in other organizations,
please visit www.santander.com.br/ir, in the Corporate
Governance section, at Management. G4-38
Advisory Committees (1) - The Board of Directors relies
on the support of four committees, everyone with its
own Code of Regulations: The Compensation and
Appointment Committee (which takes care of the
election, compensation and succession of officers); the
Audit Committee (which oversees the compliance with
laws and regulations by the Bank); the Corporate
Governance and Sustainability Committee (which
reviews the company actions in social, environmental
and Governance topics, and the economic reflections
thereof on business); the Risk Committee (which both
validates and ensures the effectiveness of exposure limits
to individual risks such as market, credit, operations,
liquidity, to name a few. G4-35 G4-40
Name
Position
Celso Clemente Giacometti Coordinator and Independent Member
Eduardo Nunes Gianini
Viviane Senna Lalli
Independent Member
Independent Member
Corporate Governance and Sustainable Comittee:
Name
Celso Clemente Giacometti
Gilberto Mifano
José Luciano Duarte Penido
Marília Artimonte Rocca
Maria Luiza Pinto e Paiva
Risk Committee:
Name
Position
Coordinator and Independent Member
Independent Member
Independent Member
Independent Member
Member
Celso Clemente Giacometti
René Luiz Grande
Conrado Engel
Position
Coordinator and Independent Member
Independent Member
Member
30 Annual Report 2013
(1) For more on Advisory committees, visit http://tinyurl.com/reanual5.
(2) The Statutory Committee.
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