Ordinary and Extraordinary General Meeting Presentation
EXHIBIT III - CONSOLIDATED BYLAWS
§ 3º In addition to other responsibilities conferred upon it by law or regulatory
rules, it is incumbent on the Compensation Committee to:
I establish in the Internal Regulations the operational rules by which it
functions;
II - prepare the compensation policy for the Company's management,
submitting to the Board of Directors the various types of fixed and variable
compensation, in addition to benefits and special hiring and dismissal programs;
supervise the implementation and coming into operation of the
compensation policy for the Company's management;
III
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IV do annual reviews of the compensation policy for the Company's
management, recommending corrections or enhancements to the Board of Directors;
V recommend to the Executive Board corrections or enhancements to the
policies, practices and procedures identified within the scope of its terms of reference;
VI - propose to the Board of Directors the global amount of management
compensation, for submission to the General Meeting, pursuant to art. 152 of Law
6.404 of 1976;
VII-assess future internal and external scenarios and their possible impacts on
the management compensation policy;
VIII-analyze the Company's management compensation policy with respect
to market practices, in order to identify significant discrepancies with respect to similar
companies, proposing the necessary adjustments;
IX to meet with the Board of Directors, at its request, so as to discuss the
policies, practices and procedures identified within the scope of its respective
competencies;
X-prepare on an annual basis, within 90 (ninety) days from December 31 of
each year, the Report of the Compensation Committee, with due regard for the
applicable legal and regulatory statutes of limitation, referring to base date December
31 of each year; and
XI - make sure that the management compensation policy is permanently
compatible with the Bank's risk management policy, the goals and current and
expected financial condition, as well as with the provisions set forth in applicable
laws and regulations published by the Central Bank of Brazil.
§ 4° The Board of Directions may remove from office any members of the
Compensation Committee at any time.
§ 5º The compensation of the members of the Compensation Committee
shall be set by the Board of Directors once a year.
TITLE VIII
OMBUDSMAN DEPARTMENT
Art. 32. The company shall have an Ombudsman's Department, comprising
an Ombudsman who will be appointed by the Board of Directors from among
persons who meet the minimum conditions and requisites for ensuring that it
functions properly, and who should be conversant with matters involving ethics,
consumer rights and protection and conflict mediation, with a term of office of
three (3) years, reelection being permitted.
§ 1º The duties of the Ombudsman Department are:
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to provide the highest-level support to demands of clients and users of
products and services that have not been solved at the primary support service
channels of the companies part of the Company's Financial Conglomerate;
II - act as a communication channel between the Company and the
customers and users of products and services, including the mediation of conflicts;
and
III inform the Board of Directors or, on its absence, the Company's
Executive Board regarding the Ombudsman's Department activities.
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