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.

Composition 2017/2019

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

04.20.2017

Carlos Hamilton Vasconcelos Araújo

Carlos Hamilton Vasconcelos Araújo

Chief Services, Infrastructure and Operations Officer at Banco do Brasil since November 2016. He is a career employee of the Brazilian Central Bank, holding, in 2016, the position of Economic Policy Secretary at the Ministry of Finance. In 2015, held the position of Deputy Governor for Planning and Strategy at the Brazilian Central Bank where, between 2010 and 2015, also held the position of Deputy Governor for Economic Policy. Holds a Ph.D. and a Masters Degrees in Economics and a B.Sc. in Civil Engineering. 

 

Vice Chairman

04.20.2017

Nerylson Lima da Silva

Nerylson Lima da Silva

Undersecretary at the Planning, Budget and Administration Sub Secretariat of the Ministry of Finance, since May 2016. Mr. Silva holds a Bachelor degree in Economics and a Masters in Business Administration.

Member of the Board

04.20.2017

José Maurício Pereira Coelho

José Maurício Pereira Coelho

CEO at BB Seguridade since January 2017. Mr. Coelho held the position of CFO and IR Officer at Banco do Brasil between February 2015 and January 2017. Prior to that he also held key positions at Banco do Brasil such as Managing Director of Capital Markets and Investments, Managing Director of Financial Management and Executive Manager at the Insurance, Pension Plans and Premium Bonds Division. Mr. Coelho holds a Bachelor degree in Accounting and an MBA in Finance and Capital Markets.

Member of the Board

04.20.2017

Marcelo Pinheiro Franco

Marcelo Pinheiro Franco

CEO at the ABGF – Agência Brasileira Gestora de Fundos Garantidores e Garantias S.A. (Brazilian state owned company responsible for the management of guarantors funds and guarantees) since August 2013. Mr. Franco holds a Bachelor degree in Economics and an MBA in Finance and Insurance.

Member of the Board

04.20.2017

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

04.20.2017

Updated on April 20, 2017.