Corporate Governance

Board of Directors

Our board of directors is our principal decision-making body, responsible for setting our business policies and general guidelines, including our long-term strategy, and for the control and inspection of our performance. It is also responsible, among other duties, for the supervision of our management. Such duties do not encompass any operating or executive roles.

Our bylaws establish that our board shall have a minimum of seven and a maximum of eight members. The directors are elected at the annual shareholders' meeting for a unified term of office of two years. The directors may be reelected or dismissed at any time, and each director must remain in office until his successor is instated. According to the corporate governance listing rules of the Novo Mercado, at least 25% of our directors must be independent directors (i.e. considering the seven to eight members composition of our board, two of them shall be independent). The board of directors shall be appointed as follows:

i. minority shareholders shall be able to elect at least one member of the board of directors, or more members through cumulative voting, as permitted by the Brazilian Corporations Law;
ii. two member shall be appointed by the Minister of Economy;
iii. three or four members shall be appointed by the Bank from its executive board;

a) 3 (three) representatives, among the members of its Executive Board, if the Board of Directors is composed of 7 members; or
b) 4 (four) representatives, among the members of its Executive Board, if the Board of Directors is composed of 8 members. 

 

The chairman of the board of directors shall be one of the members appointed pursuant to items (iii) and (iv).

The duties of the board of directors include: (i) deciding on the number of, electing and removing executive officers as well as defining their duties pursuant to the bylaws; (ii) approving and changing the board of directors' and the executive board's internal regulations; (iii) approving interim dividends and interest on capital, which may be attributed to the minimum mandatory dividends based on profits and reserves subject to legal limits and found in the annual, semi-annual and quarterly financial statements, or in shorter periods; (iv) deciding on the creation, extinction and activities of the technical committees and audit committee, as well as electing and removing their members; (v) authorizing the acquisition of shares issued by the Company, for the purposes of keeping them in treasury and their possible cancellation or disposal; (vi) appointing and discharging the Company's independent auditors; (vii) defining and submitting to the shareholders' meeting a list of three companies specialized in economic appraisals of companies, in order to prepare an appraisal report on the Company's shares in case of public offerings, delisting or exit from the Novo Mercado; (viii) approving corporate policies and strategies, the investment plan, the business plan and the annual budget for the Company, its subsidiaries and controlled companies; (ix) proposing and approving on staffing and compensation plans, Company employee and management advantages and benefits, including profit sharing, subject to guidance by the controlling shareholder for employees on loan from the Bank and to legislation in force; and (x) formally assessing at the end of each year its own performance and that of the Company's executive board, its subsidiaries and controlled companies, as well as that of the Audit and technical committees.

 Click here to read the Internal Rules of the Board of Directors.

Composition 2021/2023

Member Position Election date
Marcelo Cavalcante de Oliveira Lima

Marcelo Cavalcante de Oliveira Lima

He has been an employee of Banco do Brasil for 33 years. He held executive positions of CFO at BB Tecnologia e Serviços, and Technology Manager for Europe, Middle East and Africa. He also held the position of Executive Manager at Banco do Brasil’s Information Technology Department, among other positions held in the technology area of that institution. Mr. Marcelo holds a Bachelor degree in Electronic Engineering with an emphasis on Computing, a specialization in Object-Oriented Systems, an MBA in Strategic Administration of Information Systems, and a Master in Advanced Business Management.

Chairman

07.12.2021

Ana Paula Teixeira de Sousa

Ana Paula Teixeira de Sousa

She has been an employee of Banco do Brasil for 26 years. She held executive positions of Managing Director of Internal Controls and Compliance, Managing Director of Sales and Products of BB DTVM and CEO of Bescval. She also held positions as Executive Manager of Credit Risk and Executive Manager of Market and Liquidity Risk at the Risk Management Department of Banco do Brasil. She holds a Bachelor degree in Accounting, an MBA in Accounting, an MBA in Finance and International Business, a Master in Economics, and an executive program in Banking and Financial System in the Global Market.

Vice Chairman

07.12.2021

Ullisses Christian Silva Asiss

Ullisses Christian Silva Assis

Mr. Ullisses Assis has been an employee of Banco do Brasil for 21 years, where he was member of the Executive Board of BB, he held the position of General Manager in the Strategic Business Unit for Individuals, SME and Agri segments. Also held the position of State Superintendent in Santa Catarina and Executive Manager in the Distribution Division. He holds a Bachelor degree in Computer Science and an MBA in Strategic Management, as well as executive training programs in Business Administration and in Strategic People and Process Management.

Member of the Board

06.30.2021

Ricardo Moura de Araújo Faria

Ricardo Moura de Araújo Faria

Secretary of the Secretariat for Coordination and Governance of State-Owned Enterprises of the Ministry of Economy since March 2021. He held the positions of Chief of the Special Advisory Office for Investor Support and New Projects, Assistant Secretary of the Coordination and Governance of State-Owned Enterprises and Director of the Department of State-Owned Enterprises Governance. He holds a Master's degree in Public Sector Economics, Specialization in Antitrust and Business Management, and a degree in Social Communication.

Member of the Board

04.29.2021

Claudio Xavier Seefelder Filho

Claudio Xavier Seefelder Filho

Was Attorney General in Procuradoria Geral da Fazenda Nacional - PGFN between 2016 and 2019, and General Coordinator of PGFN between 2013 and 2016. He holds a Law degree, an MBA in Tax Law and Public Finance, and is mastering in Tax Law and Economic Development.

Member of the Board

04.29.2021

Isabel da Silva Ramos

Isabel da Silva Ramos

Analyst at Leste Investimentos since March 2014. Ms. Ramos held the same position at XP Gestão de Recursos between August 2013 and March 2014. She holds a Bachelor degree in Civil Engineering and an MBA in Finance.

Independent Member

04.29.2021

Arnaldo José Vollet

Arnaldo José Vollet

Member of the Board of Directors of Invepar since may 2017. He was member of the Board of Directors of CPFL Energia from May of 2016 to January of 2017 and member of audit committe of Caixa Ecnômica Federal from July of 2012 to December of 2016, besides being member of Supervisory Board of Vale S.A. between April of 2011 to April of 2015. He holds a Bachelor degree in Mathematics with MBA in Finance, he is also a member of the Board of Directors of Invepar since May of 2017.

Independent Member

04.29.2021

Updated on July 12, 2021.