Corporate Governance is the system by which companies are directed, monitored and encouraged. It is an organization management concept that addresses matters related to the power of control and management of a company, as well as the ways and spheres of its practice, and to the sundry interests of an entrepreneurial nature, involving relationships between stockholders, Board of Directors, Executive Board, Auditors and Fiscal Council.
Banco do Brasil is among the largest financial institutions in Latin America, being a benchmark in confidence and solidity, and occupying a prominent position in its business segments. We are one of the main agents of the country’s economic and social development, and as such, we take into account the significant role that we play in the financial system and the economy as a whole.
We commit ourselves to the transparency and fairness of our actions, making available to the market all the information we consider important to generate value for the organization and for our stakeholders, in an objective, clear, reliable and timely manner, thus conferring equal rights for our shareholders. We also consider all information subject to disclosure, except those of restricted nature, which might put at risk the activity, strategy, and institutional image, or that might be protected by law.
We account for our actions in a clear, concise, understandable and timely manner, taking full responsibility for the consequences of our acts and omissions while acting diligently and responsibly within our roles. Thus, we seek to ensure the economic viability of the organization, reducing the risks associated to the Bank’s operations, while considering, for our business model, the several types of capital (Financial, Human, Intellectual, Manufactured, Natural, Social and Relationship).
The excellence of our governance practices is verified by BB’s adhesion to Novo Mercado from B3 – Brasil, Bolsa, Balcão (since 2006), a segment that gathers companies with a high standard of corporate governance.
By adopting best practices of corporate governance, Banco do Brasil demonstrates that its management is committed to the basic principles of Transparency, Accountability, Equity and Social and Environmental Responsibility, supported by the use of monitoring tools that align management behavior with the interests of shareholders, customers and society.
Report on the Brazilian Code of Corporate Governance
The Report on the Brazilian Code of Corporate Governance became a requirement by the Brazilian Securities and Exchange Commission (CVM), in 2018, for publicly traded companies. It is based on the Code of Best Corporate Governance issued by IBGC (Brazilian Corporate Governance Institute), which is guided by the principles of Transparency, Equity, Accountability and Corporate Responsibility.
The Code’s structure uses the Apply or Explain model, which is internationally recognized as the most suitable model for governance codes. This model recognizes that governance practices should not be summarized as a rigid, standard model applied to companies in the same way, but rather it should provide companies with the freedom to adopt practices that are appropriate for their individual realities.
Although it is not required to, the Bank adopts practically all the principles and practices recommended by the Code, except for items which cannot be applied due to BB’s legal identity (mixed-ownership company) or regulations it is subject to. For these situations, all necessary explanations are provided in the Report.
Governance Index – SEST
The IG-SEST is a continuous follow-up instrument developed by SEST/MPDG (Secretariat of Coordination and Governance of State-owned Companies/Ministry of Planning, Development and Management) to monitor compliance with the requirements of Law 13,303/2016, regulated by Decree No. 8,945/2016 and guidelines established in the Resolutions of the Comissão Interministerial de Governança Corporativa e de Administração de Participações Societárias da União – CGPAR (Interministerial Commission on Corporate Governance and of Equity Interests of Directors of the Federal Government) (created by Decree No. 6021 of January 22, 2007), intended to implement the best market practices and the highest level of excellence in corporate governance.
As of the 5th cycle, the IG-Sest began to address, in addition to aspects already evaluated in the previous cycles, matters based on recommendations and guidelines from the OECD, the CGU (Controladoria-Geral da União) and the Brazilian Institute of Corporate Governance – IBGC, and also elements contained in the regulation model released by Sest. In the 6th Cycle, more items were included in the questionnaire to induce the implementation of OECD guidelines and good corporate governance practices by federal state-owned companies, with a focus on promoting equity, diversity and environmental responsibility.
Each IG-Sest cycle has its own regulation, available on the website of the Ministry of Economy, containing all the indicator’s rules.
Integrated Governance and Management Index (IGG) TCU
The Federal Court of Accounts (TCU) conducts constant surveys to better understand the situation of governance in the public sector and encourage public organizations to adopt good management practices.
As of 2017, TCU started to bring together, in a single study, themes that in previous years were analyzed separately – information technology, people, hiring and public governance. In this context, the Integrated Governance and Management Index (IGG) emerged, which constitutes the broadest diagnosis of public governance in the country, covering state-owned companies, mixed-capital companies, autarchies, ministries, courts, foundations, among others, in a total of nearly 500 agencies and entities of the Federal Public Administration. The IGG is made up of the dimensions: public governance; governance and people management; IT governance and management; and governance and contracting management.
Based on the result disclosed by TCU, Banco do Brasil obtained the best score in the indicator (IGG), in 2017 with 91%. In 2018 the Bank’s score increased to 94%.
Complete survey data – Detailed Technical Report; Judgment; Full data (in spreadsheet) and links to individual respondent reports are available at:
IGG TCU data (Portuguese only)
Compliance and Integrity Program
Banco do Brasil’s Compliance Program, approved by the Board of Directors, is composed by ten guidelines, integrated and complementary, based on international principles and standards. The Program relies on pillars that aim to prevent, detect and correct inappropriate practices in the institution’s operational and business activities.
It should be noted that the Banco do Brasil Compliance Program addresses integrity aspects and is therefore also known as the Banco do Brasil Compliance and Integrity Program.
The culture of internal controls and compliance, ethical principles, social, environmental and climate responsibility and good practices of corporate governance are the basis for sustaining these pillars. The program’s objectives are efficiency and value generation, resulting from actions such as: reducing costs on sanctions, minimizing risks for managers, safeguarding the company’s image and reputation, and improving organizational processes.
Integration Program to Members of the Board of Directors
Here are the Presetation of the Integration Program to Members of the Board of Directors of Banco do Brasil.
