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 five and a maximum of six 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 20% of our directors must be independent directors (i.e. considering the five to six members composition of our board, one 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. one member shall be appointed by the Minister of Planning, Budgeting and Management;
iii. two members shall be appointed by the Bank from its executive board; and
iv. the remaining members shall be appointed by the Finance Minister.

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 2019/2021

Member Position Election date
Marcelo Augusto Dutra Labuto

Marcelo Augusto Dutra Labuto

Chief Retail Business Officer at Banco do Brasil since January 2017, Mr. Labuto held the position of CEO at BB Seguridade between March 2013 and January 2017. Prior to that, he was the Managing Director of the Loans to Individuals Division at Banco do Brasil and General Manager of the Governance of Strategic Investment at the same Company. Mr. Labuto holds a Bachelor degree in Business Administration and an MBA in Marketing.
 

Chairman

04.24.2019

Carlos Motta dos Santos

Carlos Motta dos Santos

He has been working for Banco do Brasil since 1986. Previously he was Head of Individuals, Legal Entities and Agribusiness Unit. He has held the position as Retail Superintendent of Bahia and as Executive Manager of Strategy and Organization. He holds a bachelor’s degree in Business Administration and has MBA in Corporate Management.

Vice Chairman

04.24.2019

Bernardo de Azevedo Silva Rothe

Bernardo de Azevedo Silva Rothe

Mr Bernardo Rothe has been with BB since 1982 and was the bank’s Chief Financial Officer and Investor Relations Officer. At BB, in addition to the position of CFO, Mr. Bernardo Rothe worked as Head of Investor Relations, Executive Manager of Equity and M&A, Executive Manager of Private Equity and Head of the BB subsidiary in New York. He is graduated in Management Processes, has an MBA in Capital Markets, General Education for High Executive Officers and Trium Global Executive MBA by New York University, London School of Economics and HEC Paris.

Member of the Board

04.24.2019

Bruno Silva Dalcolmo

Bruno Silva Dalcolmo

Secretary of Labor of the Ministry of Economy of the Special Secretariat of Social Security and Labor since January 2019. Holds a Bachelor degree in International Relations, with specialization in Public Policy and Government Management and a Master in International Political Economy.

Member of the Board

04.24.2019

Bruno Bianco Leal

Bruno Bianco Leal

Special Secretary of the Special Secretariat of Social Security and Labor since January 2019. He holds Bachelor degree in law, with a post-graduate degree in Civil Procedural Law and a Master's degree in Law.

Member of the Board

04.24.2019

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

04.24.2019

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

04.24.2019

Updated on April 24, 2019.