Banco Santander (Brasil) S.A. Form 6

SECURITIES AND EXCHANGE COMMISSION
FORM 6-K
Current report of foreign issuer pursuant to Rules 13a-16 and 15d-16 Amendments
Filing Date: 2015-02-02 | Period of Report: 2015-03-31
SEC Accession No. 0001292814-15-000185
(HTML Version on secdatabase.com)
FILER
Banco Santander (Brasil) S.A.
CIK:1471055| IRS No.: 000000000 | State of Incorp.:D5 | Fiscal Year End: 1231
Type: 6-K | Act: 34 | File No.: 001-34476 | Film No.: 15564907
SIC: 6029 Commercial banks, nec
Mailing Address
AV. JUSCELINO
KUBITSCHEK, 2235
AV. JUSCELINO
KUBITSCHEK, 2041
SAO PAULO, SP D5
04543-011
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Business Address
AV. JUSCELINO
KUBITSCHEK, 2235
AV. JUSCELINO
KUBITSCHEK, 2041
SAO PAULO, SP D5
04543-011
(55 11) 3174-8589
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2015
Commission File Number: 001-34476
BANCO SANTANDER (BRASIL) S.A.
(Exact name of registrant as specified in its charter)
Avenida Presidente Juscelino Kubitschek, 2041 and 2235
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form
40-F: Form 20-F ___X___ Form 40-F _______
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(1):
Yes _______ No ___X____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(7):
Yes _______ No ___X____
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also
thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange
Act of 1934:
Yes _______ No ___X____
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule
12g3-2(b): N/A
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Index
1.
Call Notice
4
2.
Participation of the shareholders in the AGE
2.1
Representation through attorney-in-fact
5
3.
Matters to be resolved in the AGE
6
3.1
To ELECT a new member of the Company’s Board of Directors, as Chairman of the
Board of Directors.
6
3.2.
To CONFIRM the composition of the Company’s Board of Directors.
6
4.
List of Exhibits:
I. Proposal to Change the Composition of the Company’s Board of Directors
II. Related Documents and Links
8
15
2
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GLOSSARY, ABBREVIATIONS AND DEFINED TERMS
For purposes of this Manual, the terms listed below shall have the meaning attributed to them, except as otherwise referred to herein.
Controlling Shareholder
Shareholder or group of shareholders bound by a shareholders’ agreement or under common
control, and exercising the power to control the Company.
EGM
Extraordinary General Meeting of the Company, to be held on March 3, 2015.
Central Bank
Brazilian Central Bank.
Company or Santander Brasil or
Santander Brasil Bank
Banco Santander (Brasil) S.A.
Board of Directors
The board of directors of the Company.
CVM
Comissão de Valores Mobiliários (Brazilian Securities Commission).
Call notice published by the Company published in the “Diário Oficial do Estado de São
Call Notice
Paulo” (Brazilian State Gazette) on January 31st, February 3rd and 4th, 2015, and in the
newspaper “Valor Econômico” on February 2nd, 3rd and 4th 2015, regarding the EGM to be
held on March 3rd, 2015.
CVM Instruction 480
CVM Instruction No. 480, of December 7, 2009, as amended.
CVM Instruction 481
CVM Instruction No. 481 of December 17, 2009, as amended.
Brazilian Corporate Law
Law No. 6404, of December 15, 1976, as amended.
Manual
Manual for participating at the shareholders’ meeting of the Company.
3
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1. CALL NOTICE
BANCO SANTANDER (BRASIL) S.A.
Publicly-Held Company with Authorized Capital
CNPJ/MF No. 90.400.888/0001-42
NIRE 35.300.332.067
EXTRAORDINARY GENERAL MEETING
CALL NOTICE
The shareholders of Banco Santander (Brasil) S.A. (“Banco Santander Brasil” or “Company”) are hereby invited, pursuant to Article 124
of Law 6,404/76, for the Extraordinary Shareholders Meeting (“EGM”) to be held on March 3rd, 2015, at 4:00 p.m., at the Auditorium of
the Company’s main place of business, at Avenida Presidente Juscelino Kubitschek nº 2041 e 2235 – 1st mezzanine – Vila Olímpia - São
Paulo/SP, to resolve on the following Agenda:
(a) To ELECT a new member of the Company’s Board of Directors, as Chairman of the Board of Directors; and
(b) to CONFIRM the composition of the Company’s Board of Directors.
General Instructions:
1. Pursuant to Brazilian Securities & Exchange Commission (“CVM”) Instruction # 165/91, as amended by CVM Instruction # 282/98,
five per cent (5%) is the minimum percentage of voting shares necessary to request the multiple voting process in order to elect members
of the Board of Directors;
2. The Company’s shareholders or their legal representatives shall attend the EGM with their respective identification documents. In the
event the Company’s shareholder is represented by an attorney, the Company’s shareholders shall deposit at the Company´s main place
of business (with its address indicated below), at least seventy two (72) hours before the EGM, the power of attorney duly granted as
required by the Law; and
3. The documents relating to the matters to be examined and discussed in the EGM are available to the shareholders (i) at the Company’s
main place of business, at Avenida Presidente Juscelino Kubitschek, nº 2041 and 2235 - Bloco A - Vila Olímpia – São Paulo/SP,
9th floor – Corporate Legal Department, where they may be consulted in business days, from 10:00 a.m. to 4:00 p.m., as well as on
the Company’s websites (www.santander.com.br/ri and www.santander.com.br/acionistas - at downloads center); (ii) at the Brazilian
o
Securities & Exchange Commission (CVM), at Rua Sete de Setembro, 111, 5 floor Consultation Center, Rio de Janeiro/RJ or at Rua
o
o
Cincinato Braga, 340, 2 to 4 floors, Ed. Delta Plaza, São Paulo/SP as well as on its website (www.cvm.gov.br); and (iii) at the BM&F
Bovespa S.A. – Securities, Commodities and Futures Exchange, at Rua XV de Novembro, 275, São Paulo/SP, as well as on its website
(www.bmfbovespa.com.br).
São Paulo, January 30, 2015.
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Jesús Maria Zabalza Lotina
Vice-Chairman of the Board of Directors
4
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2. PARTICIPATION OF THE SHAREHOLDERS IN THE EGM
The shareholders of Santander Brasil may participate in the EGM personally, or through a duly appointed and established attorneyin-fact.
The following documents will be required from the shareholders for participation in the EGM:
Individual
Identification document with photo1 (original or certified copy)
Legal entity
• corporate documents that evidence the legal representation of the shareholder (original or certified
copy)2
• ID document of the legal representative with photo (original or certified copy)
3.1. Representation by power of attorney
The shareholder may be represented in the EGM by an attorney-in-fact duly appointed and established by a public or private instrument,
and on the terms of Article 126, Paragraph One of the Brazilian Corporate Law, the attorneys-in-fact must have been appointed less than
one (1) year before, and must be (i) shareholders of the Company, (ii) administrative officers of the Company, (iii) attorneys, or (iv)
financial institutions, while it is incumbent upon the managers of investment funds to represent the Unit holders.
The originals or certified copies of the documents mentioned above must be delivered at the head offices of the Company by no later than
the time for opening the EGM.
However, in order to facilitate the access of the shareholders to the EGM, we recommend that delivery of these documents be made at
least seventy-two (72) hours prior to the opening of the EGM.
For the case of documents sent by email, the originals or certified copies must be delivered at the head offices of the Company on the day
of the EGM.
The documents must be delivered at the head offices of the Company, at 2041, Presidente Juscelino Kubitschek Avenue Wing A – District
of Vila Olimpia - São Paulo – State of São Paulo, 9th floor – Legal Corporate Executive Office telephones +55 11 3553-0982 and +55 11
3553-5436, email: [email protected]
1
The following documents may be presented: (i) General Registration ID Card (RG); (ii) Foreigner Identity Card (RNE); (iii) Valid passport; (iv) Professional Class ID
Card valid as a civil identity for legal purpose (e.g.: OAB, CRM, CRC, CREA); or (v) National Driver’s License (CNH) with photo.
2
By-Laws/Articles of Association and Minutes/Instruments of election of the legal representatives registered with the pertinent body.
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5
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3. MATTERS TO BE RESOLVED IN THE EGM
3.1 To ELECT a new member of the Company’s Board of Directors, as Chairman of the Board of Directors.
3.2. To CONFIRM the composition of the Company’s Board of Directors.
The Board of Directors is a decision board and, as set out in the Brazilian Corporate Law, the By-Laws of the Company and its Internal
Regulation, it is responsible for guiding the business of the Santander Brasil and its subsidiary and associated companies in the Group
Santander Brasil, and it must analyse all relevant matters connected to the Company, as well as control its management. It has the main
scope of promoting the success of the long term of the business, by using an active posture and always considering the interests of
Santander Brasil and its shareholders.
The Board of Directors is comprised of a minimum of 5 (five) members and a maximum of 12 (twelve) members, elected at the
shareholders’ meeting for terms of two years. A minimum of 20% (twenty per cent) of the members of the Board of Directors must be
independent directors, as defined in Article 14, third paragraph of the Company’s By-Laws.
Today, the Board of Directors are composed by ninet (9) directors, of which three (4) of them are independent, which is a higher number
than it is demanded by the By-Laws.
The Board of Directors meets regularly four times a year and extraordinarily as often as required, by its President.
The structure, operation and competencies of the Board of Directors are on articles 14 to 18 of our By-Laws and on its Internal Regulation,
both on the following website: www.ri.santander.com.br and www.santander.com.br/acionistas – section “Corporate Governance”.
In a Board of Directors meeting held on January 29th, 2015, the Company’s Board of Directors acknowledged the proposal of the
Controlling Shareholder, recommending the appointment of a new member to be part of the Company’s board of Directors, as follows:
Mr. Sergio Agapito Lires Rial, Brazilian, single, economist, bearer of the identity card RG No. 04.621.473-0 IFP/RJ, registered with
CPF/MF under No. 595.644.157-72, in accordance to the meeting of the Compensation and Nomination Committee held on January 23,
2015.
The Controlling Shareholder proposes that Mr. Sergio Agapito Lires Rial occupies the post of Chairman of the Company’s Board of
Directors.
6
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Once the appointment of Mr. Sergio Agapito Lires Rial as Chairman of the Company’s Board of Directors is approved, the Company’s
Board of Directors shall be composed as follows:
Name
Post
Sergio Agapito Lires Rial
Chairman
Jesús Maria Zabalza Lotina
Vice-Chairman
Conrado Engel
Director
José Antonio Alvarez Alvarez
Director
José Manuel Tejon Borrajo
Director
José de Paiva Ferreira
Director
Álvaro Antonio Cardoso de Souza
Independent Director
Celso Clemente Giacometti
Independent Director
Marilia Artimonte Rocca
Independent Director
Viviane Senna Lalli
Independent Director
The information related to the election of the member of the Board of Directors of the Company, pursuant to article 10 of Instruction
CVM 481, can be found on Exhibit I of this Manual.
___________________________________________________
7
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EXHIBIT I
PROPOSAL TO ELECT THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY FOR A NEW TERM OF
OFFICE AND FURTHER INFORMATION
(Pursuant to article 10 of the Instruction CVM 481)
12.6. According to each of the member of the Management and members of the Fiscal Council of the Company, indicate, in table
form:
Name
Sergio Agapito Lires Rial
Age
54
Job
Economist
CPF or passport number
595.644.157-72
Post occupied
Chairman and Independent Member of the Board of Directors
Election date
03/03/2015
Take Office date
(Subject to approval of Bacen)
Term of office
OSM of 2015
Other post or occupation on the company
No
Elected by the controller
Yes
Name
Jesús Maria Zabalza Lotina
Age
56
Job
Engineer
CPF or passport number
236.328.588-37
Post occupied
Vice- Chairman of the Company’s Board of Directors
Election date
06/03/2013
Take Office date
06/06/2013
Term of office
OSM of 2015
Other post or occupation on the company
Chief Executive Officer
Elected by the controller
Yes
Name
Conrado Engel
Age
57
Job
Engineer
CPF or passport number
025.984.758-52
Post occupied
Member of the Board of Directors
Election date
04/29/2013
Take Office date
06/06/2013
Term of office
OSM of 2015
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Other post or occupation on the company
Vice- President Senior Officer
Elected by the controller
Yes
8
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Name
Jose Antonio Alvarez Alvarez
Age
55
Job
Executive
CPF or passport number
233.771.448-97
Post occupied
Member of the Board of Directors
Election date
04/29/2013
Take Office date
06/06/2013
Term of office
OSM of 2015
Other post or occupation on the company
No
Elected by the controller
Yes
Name
José Manuel Tejón Borrajo
Age
63
Job
Economist
CPF or passport number
233.771.468-30
Post occupied
Member of the Board of Directors
Election date
04/29/2013
Take Office date
06/06/2013
Term of office
OSM of 2015
Other post or occupation on the company
No
Elected by the controller
Yes
Name
José de Paiva Ferreira
Age
55
Job
Manager
CPF or passport number
007.805.468-06
Post occupied
Vice- President Senior Officer
Election date
04/29/2013
Take Office date
06/06/2013
Term of office
OSM of 2015
Other post or occupation on the company
No
Elected by the controller
Yes
Name
Celso Clemente Giacometti
Age
71
Job
Manager
CPF or passport number
029.303.408-78
Post occupied
Independent Member of the Board of Directors
Election date
04/29/2013
Take Office date
06/06/2013
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Term of office
OSM of 2015
Other post or occupation on the company
Member
Elected by the controller
Yes
of
the
Audit
Committee,
Remuneration and
Compensation and Nomination Committee, Risk Committee
and Corporate Governance and Sustainability Committee
9
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Name
Álvaro Antonio Cardoso de Souza
Age
66
Job
Economist and Bussiness Manager
CPF or passport number
249.630.118-91
Post occupied
Member of Board of Directors
Election date
04/30/2014
Take Office date
03/07/2014
Term of office
OSM of 2015
Other post or occupation on the company
Member of the Risk Committee
Ellected by controller
Yes
Name
Marília Artimonte Rocca
Age
42
Job
Entrepreneur
CPF or passport number
252.935.048-51
Post occupied
Member of the Board of Directors
Election date
04/29/2013
Take Office date
06/06/2013
Term of office
OSM of 2015
Other post or occupation on the company
Member of the Corporate Governance and Sustainability Committee
Elected by the controller
Yes
Name
Viviane Senna Lalli
Age
57
Job
Entrepreneur
CPF or passport number
077.538.178-09
Post occupied
Member of the Board of Directors
Election date
04/29/2013
Take Office date
06/06/2013
Term of office
OSM of 2015
Other post or occupation on the company
Member of the Compensation and Nomination Committee
Elected by the controller
Yes
10
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12.8. According to each of the members of the Management, as well as the members of the Fiscal Council, provide the following
information:
a. CV, with the following information:
i. main professional experiences along the last 5 years, indicating:
· company’s name;
· post and functions related to the post;
· main activity of the company where that experiencies had occured, detaching the companies and organizations that fills (i)
the economical group of the company; or (ii) the partners with direct ou indirect participation, equal or higher than 5% of a same
class or amount of securities of the company:
ii. indication of all posts of the Management on the open company.
a. CV:
Sérgio Agapito Lires Rial. Mr. Rial is Brazilian and was born on July 28, 1960. Currently he is the Chief Executive Officer of
Marfrig Global Foods S.A., office in which he will remain up to February 15, 2015, and he is also a member of the Board of Directors
of Cyrela Brazil Reality S.A. His professional career includes the posts Vice-President Executive Officer and World Chief Financial
Officer of Cargill, being also part of the Board of Directors of such company, where he developed his functions for 9 years. He was a
Managing Director of Banco de Investimentos Bear Stearns & Co., in New York, officer of ABN AMRO Bank and member of the Board
of Directors of ABN AMRO Bank in Netherlands, as well as member of the Board of Directors of Mosaic Fertlizers. He has a degree in
Law for the Universidade Federal do Rio de Janeiro (UFRJ) and in Economics for Universidade Gama Filho, and also has MBA for the
Instituto Brasileiro de Mercado de Capitais (IBMEC – São Paulo), specialization for the Harvard Business School, Wharton University
and INSEAD, in France.
Conrado Engel. Mr. Engel is Brazilian and was born on May 30, 1957. He holds a degree in aeronautical engineering from the
Instituto Tecnológico de Aeronáutica – ITA. He started his career in 1981 as management trainee of Citibank S.A., where he worked
for seven years. From 1992 to 1997 he was the responsible officer for the business related to credit cards for Banco Nacional-Unibanco.
In 1998 he was elected CEO of Financeira Losango. In October 2003 he became responsible for the retail business of HSBC in Brazil
and was a member of its Executive Committee until the end of 2006. From January 2007 to May 2009 he was responsible for the retail
business of HSBC in the Asian-Pacific region, in Hong Kong. In May 2008 he was appointed group general manager and took office
as CEO of HSBC Brasil in June 2009, where he remained until March 2012. At Santander Brasil he is a senior vice president executive
officer, responsible for our retail business. He is also a member of the Risk Committee of Santander Brasil, Chief Executive Officer
and member of the Board of Directors of Santander Leasing S.A. Arrendamento Mercantil, Chief Executive Officer of Aymoré Crédito,
Financiamento e Investimento S.A. and member of the Board of Directors of Getnet Adquirência e Serviços para Meios de Pagamento
S.A.
Jesús Maria Zabalza Lotina. Mr. Zabalza is Spanish and was born on April 16, 1958. He graduated with a degree in Industrial
Engineering and always has worked in the financial markets. In 1982, he started his career at Banco Vizcaya, where he occupied the
position of Officer at various locations in Cádiz, Granada, Sevilla and Zaragoza. Six years later, he served as an Officer in the Burgos
Region, with BBV. He followed his career always occupying the highest positions at BBV and right after that at Banco Hipotecário and
Caixa Postal, where he occupied the position of General Officer in both entities, which were already part of Argentaria. Starting in 1996,
he worked for six years at La Caixa, in Madrid, as Assistant Officer, where he was responsible for the expansion process starting from
Cataluña, and where he was also member of the Directive Board. In 2002, he was General Officer of Banco Santander and of the Latin
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America Division. He also occupied the position of First Vice president of the Board of Directors of Banco Santander Chile and was
a member of the Board of Directors of Santander Mexico. From 2002 to 2010, he occupied the positions of President of the Board of
Directors of Santander Colombia and of Bancorp, in Porto Rico. He is also Vice president of the Spanish Association of Executives of
Finance (AEEF). Today, he occupies the post of our Chief Executive Officer and he is also the Vice-Chairman of our Board of Directors
of Santander Brasil; Chairman of the Board of Directors of Getnet Adquirência e Serviços para Meios de Pagamento S.A.; and member
of the Board of Directors of Universia Brasil S.A.
11
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José Antonio Alvarez Alvarez. Mr. Alvarez is Spanish and was born on January 6, 1960. He holds a bachelor’s degree in business
economics science from Universidad Santiago de Compostela in Spain and a MBA from the University of Chicago’s Graduate School
of Business. He started at Santander Spain in 2002 as the head of finance management and in November 2004 he was elected as
chief financial officer. He served as financial officer of Banco Bilbao Vizcaya Argentaria, S.A. in Spain from 1999 to 2002 and as
financial officer of Corporación Bancaria de España, S.A. (Argentaria) from 1995 to 1999. He was also chief financial officer for Banco
Hipotecario, S.A. in Spain from 1993 to 1995 and vice president of Finanpostal Gestión Fondos de Inversión y Pensiones from 1990
to 1993. He was a member of the board of directors of Banco de Crédito Local S.A. from 2000 to 2002. Today he is the CEO of
Santander Group, member of the Board of Directors of Banco Santander (Brasil) S.A., Santander Consumer Finance, S.A., the chairman
of Santander de Titulización, SGFT, S.A., a member of the board of directors of Bolsa de Mercados Españoles, S.A. (BME) and a member
of the board of directors of Santander Global Property, S.L.
José Manuel Tejón Borrajo. Mr. Tejón is Spanish and was born on July 11, 1951. He holds a bachelor’s degree in economics from
the Universidad Complutense de Madrid in Spain. He started at Santander Spain in 1989 as head of general audit and since 2004 he has
been responsible for the general audit division and administration control. Within the Santander Group, he also serves as the chairman
of the board of directors of Banco de Albacete, S.A., the chairman of the board of directors of Cantabro Catalana de Inversiones, S.A.,
a member of the board of directors of Santander Investments, S.A. He is also the vice chairman of the board of directors of Santander
Investments I, S.A., a director of Santander Holding Internacional, S.A., an officer of Santusa Holding, S.L., vice chairman of the board
of directors of Santander Gestión, S.L., chairman of the board of directors of Administración de Bancos Latinoamericanos Santander,
S.L., chairman of the board of directors of Grupo Empresarial Santander, S.L. and serves as member of our board of directors.
José de Paiva Ferreira. Mr. Paiva is Portuguese and was born on March 1, 1959. He has a specialization degree in Business
Administration from the Fundação Getúlio Vargas, and an MBA from the Wharton School of Business at the University of Pennsylvania.
He has worked in the financial markets for more than 40 years. He started to work at Banco Bradesco in 1973 and occupied many
different positions. Afterwards, he joined Banco Geral do Comércio, Noroeste and Santander Brasil, where he was Vice president
Executive Officer, responsible for the Business, Human Resources, Operations, Technology, Property, Products, Marketing, Credit Cards,
Insurance, Leasing and Branch Network. From 2000 to 2001 he occupied the position of e-Business Officer for Latin America, for the
American Division of Santander Central Hispano. At the end of 2001, he came back to Brazil in order to work at Banco Banespa as
Vice president Executive Officer, responsible for the Operational Resources department. From 2003, he became Vice president Executive
Officer responsible for Marketing, Products, and Retail Business for Santander Brasil. In 2008 he became the CEO of Santander Brasil, a
position that he occupied until the merger with Banco Real, when he became Senior Vice president Executive Officer, responsible for the
Retail Business. In March 2011 he became Director of the Santander’s Board of Directors, and joined the Board business group based in
Los Angeles, California, USA, where his main activities involved technological innovations, and he also acted as Senior Executive Vice
President Officer, being responsible for different businesses of the Group. Currently, he is a member of our board of directors, and since
July 2013 he also acted as Senior Vice President Executive Officer, being responsible for the Human Resources, Organization, Property,
Proceedings, Operations, Technology and Costs. He is also an officer of Santander Securities Services Brasil DTVM S.A.; Chairman of
the Board of Directors of Santander Leasing S.A. Arrendamento Mercantil; member of the Board of Directors of Getnet Adquirência e
Serviços para Meios de Pagamento S.A., and of Mantiq Investimentos Ltda.
12
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Celso Clemente Giacometti. Mr. Giacometti is Brazilian and was born on October 13, 1943. He holds a degree in business
administration from the Faculdade de Economia São Luís and graduated with an accounting sciences degree from the Faculdade de
Ciências Econômicas de Ribeirão Preto. He started his career in 1960 as a trainee and reviewer at Citibank. From 1963 to 2001 he worked
at Arthur Andersen, becoming a partner in 1974 and acting as CEO of Brazilian operations from 1985 to 2000. He served on the board
of directors and audit committees of Lojas Marisa S.A., Tarpon Investments, TIM Participações and LLX Logística, and also served as
member of the Fiscal Council of CTEEP/ISA – Transmissão Paulista. He was also the CEO of Souto Vidigal, a holding company and
family office from 2004 to 2006. On February 3, 2010 he was elected as an independent member of the board of directors of Santander
Brasil and in October 2011, he was appointed as our Chairman. In 2013, he was elected to the position of Chairman of the Company’s
Board of Directors, where he worked until June, 2013, when he became Vice president of this body and, on August 28, 2013 he was
reconducted to the position of Chairman of the Company’s Board of Directors, performing his functions as Chairman up to February,
2015. Moreover, Mr. Giacometti is a member of the Audit Committee, Coordinator of the Compensation and Nomination Committee and
Coordinator of the Corporate Governance and Sustainability Committee. He is President of the Fiscal Council of Ambev S. A. which also
performs the roles of the Audit Committee. He is the managing partner of Giacometti Serviços Profissionais Ltda. Mr. Giacometti is also
one of the co-founders and former board member of Brazilian Institute Corporate Governance “IBGC”.
Alvaro Antonio Cardoso de Souza. Mr. Souza is Portuguese and was born on September 5, 1948. He holds a degree in Economics
and Business Administration from the Universidade Católica de São Paulo, and attended several specialization courses from a number of
American universities, such as University of Pittsburgh and Wharton Business School of the University of Pennsylvania. Currently, he is
Officer of AdS – Gestão, Consultoria e Investimentos Ltda.; chairman of the board of directors of Fundo Brasileiro para a Biodiversidade
(FUNBIO) and member of the board of directors of the following companies and organizations: WWF International Board of Trustees,
WWF-Brasil, Duratex S/A, AMBEV, Grupo Libra and Santos Futebol Clube. Mr. Souza is Certified Officer, accreditation granted to
him by Instituto Brasileiro de Governança Corporativa. He was General Officer of Banco de Investimentos Crefisul and Chief Executive
Officer of Citibank / Brazil. In the United States, he was globally responsible for Citibank’s Private Banking. Mr. Souza was also Chief
Executive Officer of Citibank in Switzerland, Chairman of the Board of Directors of Banco Crefisul and Credicard in Brazil, besides
participating in the Board of Directors of Citibank Equity Investments (Argentina). Mr. Souza also worked as Senior Advisor for Latin
America at Citibank until his retirement in September 2003. He was President of Banco ABC-Roma, an affiliate to Grupo Globo and was
on the Board of directors of several Brazilian companies, such as Celbrás, Ultraquímica, SPCI Computadores, Signature Lazard, Banco
Triângulo, CSU Cardsystems and Gol Linhas Aéreas. He was also member of the Board of Directors of MasterCard International and
President of the American Chamber of Commerce in São Paulo.
Marília Artimonte Rocca. Mrs. Marília Rocca is Brazilian and was born on January 31, 1973. She holds a degree in business
administration from Fundação Getúlio Vargas of São Paulo and an MBA in management from Columbia Business School, New York.
She attended the Executive Program – Family in Business at Harvard Business School, in Boston. Mrs. Rocca began her career in the
operations department at Wal Mart Brasil, serving the company since it commenced operations in Brazil and remained there until 1998.
She managed third-sector organizations for six years and was also the co-founder and general director of Endeavor Brasil, a NGO leader
of high-impact entrepreneurship and Fundação Brava, an organization focused on the promotion of public management. She started and
developed part of the Family Office of the Lemann, Sicupira and Telles families. She is currently a Vice president at TOTVS and a partner
at Mãe Terra and Fibraxx, companies in the natural and organic products segment, where she worked from 2007 until 2012. She was a
member of the board of directors of TOTVS from 2001 until 2012, Endeavor Brasil from 2005 until 2012, and has been a member of our
board of directors since 2012, and, since 2013 she is also a member of our Corporate Governance and Sustainability Committee. She was
also a member of the board of directors of Grupo IBMEC from 2004 to 2008, having been appointed as a member of Insper’s External
Assessment Committee. She was selected for the program Henry Crown Fellowship of Aspen Institute, in which she participated from
2006. In 2011 she was granted the business category Cláudia Award.
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Viviane Senna Lalli. Ms. Senna is Brazilian and was born on June 14, 1957. She holds a degree in Psychology from the Pontifícia
Universidade Católica in São Paulo and she is specialist in Depth Psychology. From 1981 to 1996, she worked as a psychotherapist
for adults and children, and as a trainer of therapists in Depth Psychology. In 1994 she founded the Institute Ayrton Senna, the mission
of which is the production and application on a wide range of knowledge and innovation for the complete education of children and
youth. Ms. Senna is also a member of the following boards and committees: Council for Economic and Social Development (CDES);
Advisory Councils of FEBRABAN and Citibank Brazil; Board of Education of CNI and FIESP; Energias do Brazil (EDP), ADVB, World
Trade Center (WTC) and “Todos pela Educação;” Compensation and Nomination Committee of Santander Brasil; Guidance and Social
Investment Committees of Bank Itaú-Unibanco.
b. description of any of the following events that had happened along the last 5 years:
i. any criminal conviction;
ii. any conviction on an administrative proceedings of CVM and its punishment;
iii. any conviction final and unappealable, on the Curt or administrative proceedings, which may had been adjourned or caused
inability to practice the professional or commercial activity.
None of the current members was sentenced on the Curt or administrative proceedings.
12.9. Inform the existece of conjugal relationship, stable union or second grade kindred among:
a. Manangement
Not applicable, due to the fact that there is no relation between those people.
b. (i) Management and (ii) Management of direct or indirectly controlled companies
Not applicable, due to the fact that there is no relation between those people.
c. (i) Management of direct or indirectly controlled companies and (ii) Direct and Indirect Controllers of the Company
Not applicable, due to the fact that there is no relation between those people.
d. (i) Management and (ii) Management of direct and indirectly controlled societies of the Company
Not applicable, due to the fact that there is no relation between those people.
12.10. Inform about the subordination relationship, as well as the services or controllings held on the last three fiscal years,
between the management:
a. Direct or indirectly controlled society, of the company
These information are on item 12,8.a, above.
b. Direct or Indirectly controller of the company
About the subordination item, Santander Brasil has two members of the Board of the Directors, who are also Executives of the Group
Santander Espanha.
c. In case of relevance, supplier, client, deptor or creditors, of its controlled companies and controllers or controlled by one of
these people.
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See item 12.8.a.
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EXHIBIT II
RELATED DOCUMENTS AND LINKS
All documents mentioned herein may be found in the links below. Additionally, these links include the following additional documents
of interest to shareholders:
§ www.ri.santander.com.br or www.santander.com.br/acionistas: Information about the Company, such as corporate governance
practices and curriculum of other members of the Board of Directors.
§ www.bovespa.com.br: Level 2 Listing Regulations of Corporate Governance.
§ www.cvm.gov.br: Brazilian Corporate Law, CVM Instructions No. 480 and CVM Instruction No. 481.
15
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereto duly authorized.
Date: February 2, 2015
Banco Santander (Brasil) S.A.
By:
/S/ Amancio Acurcio Gouveia
Amancio Acurcio Gouveia
Officer Without Specific Designation
By:
/S/ Angel Santodomingo Martell
Angel Santodomingo Martell
Vice - President Executive Officer
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