2013 Annual Report
CORPORATE GOVERNANCE
The Corporate Governance and
Sustainability Committee
The Corporate Governance and Sustainability Committee is led
by the Chairman of the Board of Directors and is comprised by
more than four members, of which three are independent; it
provides advice to the Board of Directors in topics in
connection to Corporate Governance and Sustainability. The
Committee contributes to the definition of sustainability
strategies to be implemented by executive areas in order to
ensure that the topic is made integral part of the business; it
also refers to the Board of Directors, with a recommendation,
economic and social/environmental issues to be decided upon
by the Board. G4-34 G4-35 G4-38
In 2013 the Committee submitted a proposal to the Board of
Directors concerning the review of the strategic positioning in
sustainability in the long run, in line with the new demands
of the society and with the Bank's business strategy going
forward. This project is expected to be completed in 2014.
The topic is also discussed by the Executive Committee, which
is in charge of ensuring the alignment with the strategic
guidelines, and the approval of the sustainability initiatives in
the organization. In 2013, the topics to be dealt with were
agreed upon according to the needs of each initiative.
Additionally, the project details were discussed with the
respective vice-presidents in charge of each area.
In 2013, the Bank sponsored a meeting with the Strategic
Sustainability Forum, comprised by the CEO of Santander
Brazil, five external members with high visibility on the theme
plus three Bank officers. The Forum supports the Bank's
governance in sustainability through an outsider's viewpoint
on the Bank's sustainability strategy. G4-38
Shareholder and Investor Relations
The Shareholders' Meetings are the main mechanism
for shareholder/investor involvement in the Bank's decision
making. In 2013 five Meetings were held with minutes
that state the topics that were discussed; the minutes
are available at www.santander.com.br/ir in the Corporate
Governance section.
DIVIDENDS PAYABLE
AND INTEREST ON EQUITY
The total of dividends and interest on equity
reported in 2013 amounted to R$ 2.4 billion.
The total amount net of taxes received per
class of one thousand shares is shown in the
table below:
Dividends + net interest on equity
(R$ per thousand of shares/units)
Common Shares
Preferred Shares
Units
5,7685
6,3454
634,5422
These payment of dividends and interest on equity
resulted in the following dividend yields for the
different classes of shares:
Annualized yield
Common Shares
Preferred Shares
2.74%
3.05%
Units
3.03%
Main resolutions in Shareholders' Meetings
The Special Shareholders' Meeting held on September 15, 2013
Approved the grant of the 2012 Bonus Deferment Plans.
The Annual and Special Shareholders' Meetings held on April 29, 2013
The management accounts were approved, including the financial statements for the year ended on
December 31, 2012, the use of the company's net income for the year and dividend payout. The Meeting
elected members of the Board of Directors for a new tenure, and decided on the global compensation
for officers and members of the Audit Committee.
The Special Shareholders' Meeting Held on October 3, 2013
→ The Meeting approved (a) the election of Mr. Marcial Angel Portela Alvarez as Chairman of the Board and
(b) Mr. Celso Clemente Giacometti as Vice-President of the Board of Directors; and (c) Mr. Jesús Maria Zabalza
Lotina as a member of the Board of Directors; and approved the grant of the 2013 Bonus Deferment Plans.
The Special Shareholders' Meeting Held on July 3, 2013
An offer was submitted for preemptive rights in the acquisition of shares of the capital of Zurich Santander Brasil
Seguros e Previdência S.A.; and approved the performance by Banco Santander, of transactions with call options
for units issued by the Bank.
The Special Shareholders' Meeting Held on November 1, 2013
→The Meeting approved the reduction in the Bank's capital by R$ 6 billion, from R$ 62.828 billion to
R$ 56.828 billion, without a reduction in the number of shares.
The Meeting also approved an amendment to item XIII of Article 17 of the Bylaws, in such a way as to
delegate to the Board of Directors the power to resolve on issuances within the authorized limit for the
capital, including credit notes and any other instruments convertible into shares; and
→ The Meeting approved (a) the election of Mr. Celso Clemente Giacometti as the Chairman of the Board
of Directors; and (b) the election of Mr. Jesús Maria Zabalza Lotina as the Vice-President of the Board
of Directors.
34 Annual Report 2013
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