Board of Directors

Our Board of Directors is an independent, collective decision-making body responsible for setting the general guidelines for the Bank’s business. It performs strategic, elective and oversight duties, not covering operational or executive functions. It is composed of eight members, elected by the Shareholder’s General Meeting (Board of Directors’ Internal Regulation, articles 1 st to 3 rd ).

The members of the Board are appointed according to the profile of the Bank’s shareholding representation, and minority shareholders are entitled to elect at least two among their eight members, if more are not allowed to them due to multiple voting (Bylaws, article 18, §1 st to §3 rd ).

At Banco do Brasil, the Board of Directors also has a representative of the employees, who is chosen by direct voting of his/her peer group, in an election organized and regulated by the Bank, along with the trade union that represents them (Bylaws, article 18, §4 th ).

In line with the best corporate governance practices, at least 25% (twenty five percent) of the members of the Bank’s Board of Directors are independent directors, as defined in the legislation and in the B3’s Novo Mercado Listing Regulation, including in this condition the directors elected by the minority shareholders (Bylaws, article 18, §7 th ).

In order to ensure the effectiveness of the Board, the accountability of its activities and, in particular, the improvement of the Bank’s governance, the Board of Directors conducts, under the coordination of its Chairman, a formal evaluation of its own performance, as well as the performance of the Executive Board, Board of Officers, the statutory advisory committees, the General Auditor and the President, according to procedures previously defined by the Board of Directors. The evaluations take place annually, except for the President of the Bank, whose evaluation takes place every six months (Bylaws, article 21, XVI).

The Board of Directors is the guardian of the organization’s principles, values, corporate purpose and governance system. In addition to deciding the strategic direction for the company’s businesses, the Board is also responsible for monitoring the Executive Board’s activities, as well as acting as a link between the Executive Board and the shareholders.

With the presence of independent members on the Board of Directors, Banco do Brasil seeks to encourage debate and ensure that decisions are made in a technical and exempt manner, safeguarding the interests of the organization and all of its shareholders.

Updated 12/20/2018 at 02:26 pm