Banco do Brasil's corporate governance structure consists of the General Shareholders Meeting, the Board of Directors – advised by the Audit Committee and the Internal Audit – and the Executive Board, which consists of a Board of Officers (President and nine Senior Vice-Presidents) and a further 26 statutory directors. BB also has a permanent Board of Auditors.
In order to guarantee good governance, the Bank uses instruments such as the code of corporate governance and the code of ethics, while assessments of the Board of Directors, Audit Committee and Executive Board are carried out annually.
The main management bodies of the Bank are the Board of Directors, the Board of Officers and the Executive Board. Their members must be Brazilian, have a broad range of knowledge, including best Corporate Governance and sustainability practices, experience, be morally upstanding, have a spotless reputation and a technical capacity compatible with the post they hold, as established in Article 11 of the bylaws of Banco do Brasil.
Since 2009, instruments and procedures have been instituted for the assessment of the performance of the Board of Directors, the Audit Committee and the Executive Board. The initiative strengthens the Governance policy of the Bank, seeing that supports the carrying out of internal diagnoses and the identification of actions for the improvement of the performance of the management of the Bank.
The global remuneration of the members of the Board of Directors, Board of Auditors and the Executive Board is fixed at the Annual General Meeting (AGM). The AGM adopts the practice of not setting salaries for the Board of Directors and Board of Auditors higher than 1/10 of the average weighted fixed remuneration of the Executive Board. The remuneration of the members of the Board of Directors is fixed, and must not exceed the terms of Law 9.292/96. In addition to this, it is not linked with economic, social or environmental performance. The remuneration of the Executive Board consists of a fixed tranche and a variable tranche linked to the Bank's results.
For details about the Remuneration of the Managers, please refer to Banco do Brasil's Reference Form, Section 13.
The Board of Directors is the highest governing body of the Company, fulfilling a strategic, election and inspection role, including the approval of policies, strategies and corporate plans. The Board expresses its opinion on the financial statements, the half-yearly management report, and the annual sustainability report, and consists of seven members, who must be elected by the shareholders at the Annual General Meeting for a unified mandate of two years, with re-election permitted. The current members of the Board elected in 2009 will exercise their mandate to 2011.
Federal Government, as the majority shareholder, nominates five members of the Board of Directors, with the two remaining seats being held by Independent Board Members, as stipulated in the regulations of the Bovespa Novo Mercado. None of the members have a significant stake in the capital of the company and only the Vice-President of the Board of Directors has a joint executive function, as the President of the Board of Officers , and consequently, of the Executive Board.
One of the five seats nominated by the government is allocated to a representative chosen from those nominated by one or more employee investment clubs with a minimum stake of 3% of the Bank's capital, in accordance with the process defined by the Board of Directors. If the investment clubs do not reach the minimum stake requirements, or adopt a multiple voting process, the minority shareholders have the task of electing a representative to the seat that would have been held by the person nominated by the employee investment clubs.
In 2010, the Bank's Board of Directors met 12 times on a routine basis, and 4 times on an extraordinary basis.
The Board of Officers is a collegiate body consisting of the CEO and the Senior Vice Presidents, whose decisions must be followed by the entire Executive Board.
The Executive Board, responsible for fulfilling the terms of the Corporate Bylaws, the decisions of the General Shareholders Meeting and the Board of Directors, as well as the collegiate decisions by the Board of Officers and the Executive Board itself, consists of the CEO, nine Senior Vice-Presidents and 26 Directors. The members of the Executive Board have a mandate of three years, with re-election permitted. The CEO of BB is appointed by the President of the Republic, and can be dismissed by him, while the Senior Vice Presidents and the Directors are elected by the Board of Directors. The post of director is exclusively for employees with an active career at Banco do Brasil.
The Board of Auditors, the Audit Committee and Internal Audit are all bodies covered by the bylaws, which ensure the inspection and control of the Organization's management. The Board of Auditors functions on a permanent basis, and consists of five full -time members and their respective substitutes elected at the General Shareholders Meeting for a mandate of one year. Minority shareholders have the right to elect two members. The current members of the Board of Auditors and their substitutes were elected at the Annual General Meeting of April 23, 2010.
The Audit Committee has the responsibility, among others set out in the legislation, of advising the Board of Directors in the exercising of its inspection role. It consists of three full-time members and one substitute elected by the Board of Directors for a mandate of one year, which can be renewed for up to five years. One of the members must be chosen from among members of the Board of Directors elected by minority shareholders and another from the boards of directors nominated by the Minister of Finance.
The Internal Audit reports to the Board of Directors, and has the main mission of advising the Board of Directors, The Board of Auditors, the Executive Board and the subsidiaries in the carrying out of audits, with a focus on risk. Its head, the Auditor General, is chosen among the active employees of BB and is appointed or dismissed by the Board of Directors.
|Board of Directors||Executive Board– Statutory Members||Board of Auditors||Audit Committee|
|Age group||26 to 35 years||0||0||2||0|
|36 to 45 years||3||16||4||0|
|Over 45 years||4||20||4||4|