Ordinary and Extraordinary General Meeting Presentation
EXHIBIT III - CONSOLIDATED BYLAWS
Bylaw;
XXXI. to establish rules relating to the Units, as provided for in Title XIII of these
XXXII. to supervise the planning, operation, control and review of the
compensation policy for the Company's managers, taking into account the proposals of
the Compensation Committee; and
XXXIII. to ensure that the managers' compensation policy is in accordance with the
regulations issued by the Central Bank of Brazil.
Art. 18. The Chairman of the Board of Directors should:
I.
call and chair the meetings;
II.
call the General Meeting;
III.
IV.
instruct the preparation of the meetings of the Board of Directors;
designate special tasks to the Directors; and
V.
call, when the body is in operation, the Fiscal Council members to assist with
the meetings of the Board of Directors, whose agenda includes matters with respect to
which the Fiscal Council should issue an opinion.
CHAPTER II
EXECUTIVE BOARD
Art. 19. A The Company is managed and represented by the Executive Board, which
shall consist of at least two (2) members, with a maximum of seventy-five (75), who may or
may not be shareholders, who are resident in Brazil, elected and subject to dismissal at any
time by the Board of Directors, with a single tenure of two (2) years, with the possibility of
reelection. One (1) member of the Board must be designated as Chief Executive Officer
(CEO), and the others may be designated Senior Executive Vice-Presidents, Executive Vice-
Presidents, Investor Relations Officer, Executive Officers and Officers without a specific
designation.
§ 1º The members of the Executive Board shall be selected from
among persons of unblemished reputation and recognized professional
competence.
§ 2º The designation of the positions referred to above shall be
made at the time of their election.
§ 3º Without prejudice to the provisions of this Article, any Officer
may use the designated title with an indication of the area of responsibility.
§ 4° When a new member of the Executive Board is elected, or a
substitute appointed in the event of a vacancy, the termination of the
mandate shall coincide with that of the other elected members.
§ 5° The post of Investor Relations Officer may be assumed
cumulatively with another position on the Executive Board.
Art. 20. During temporary impediments, periods of leave or
absences, the CEO and the other Officers shall be substituted by a member
of the Executive Board indicated by the CEO.
§ 1° If the office of CEO shall become vacant, owing to death,
resignation or dismissal, the members of the Board of Directors may
indicate a substitute, from among the remaining members, or elect a new
CEO.
§ 2º When substitutions in terms of this Article shall create an
accumulation of positions, they shall not result in an accumulation of fees or
other advantages, nor give the right to the vote of the officer substituted; it
shall be permitted, however, that when one of the members of the Executive
Board shall be substituting the CEO, that member shall have a casting vote.
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