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Corporate Governance

Presentation: Corporate Governance of BB – History

1995 - 1997

In 1996, Banco do Brasil began to adapt itself to the new standards of corporate governance required by the environment of globalization and competitiveness which had begun to impose itself on the market. This change essentially involved the recomposition of the bank's capital structure, an improvement in asset structure, technological modernization and market strategy, which began to prioritise a market perspective, with a focus on results.

1999

Banco do Brasil received the Mauá Award granted by the Rio de Janeiro Stock Exchange for clarity and detail in its financial statements, among other criteria. The award was recognition of the Company's efforts to adjust itself to an increasingly demanding market environment.

2000

BB launched its Code of Ethics and a combination of Professional Conduct Standards, documents which form the basis of the Bank's relationship with its public audiences.

2001 - 2002

Banco do Brasil's bylaw was updated, to meet the requirements demanded for future adhesion to the Novo Mercado, among them being additional rights for minority shareholders and the conversion of the preferred shares (PN) into ordinary shares (ON) in the proportion of 1PN = 1.1 ON.

In addition to this, a new administrative structure was introduced, which expanded the size of the Executive Board, avoiding excessive centralization of decision making processes. This new structure was helped by a system of management which included committees equipped to take collegiate decisions in the segments in which they operate.

In April 2001 BB became a multiple bank, based on the incorporation of its wholly-owned subsidiary (BB-Financeira S.A., Crédito, Financia­mento e Investimento), the incorporation of credit and debit card operations, and the repatriate of capital invested in the Company's businesses abroad. In the asset management segment, BB DTVM – re-named BB Administração de Ativos, Distribuidora de Títulos e Valores Mobiliários S.A. - began to operate on an autonomous management basis, which ensured the creation of a so-called "Chinese wall" as well as greater flexibility in the management of assets, ensuring it in a leadership position in the sector. The results reported by Banco do Brasil in 2001 also reflected the restructuring implemented by the Federal Government as part of its Program for the Strengthening of Federal Financial Institutions, which provided the conditions for the sustained growth of BB. The Investor Relations Area started to produce quarterly Performance Analysis reports and adopted the practice of publishing results and discussing through the medium of conference calls.

The Board of Directors approved the Policies for the Disclosure of Material Facts and the Trading of Securities issued by Banco do Brasil by any persons, who in the concept of the Company, are considered to be applicable for self regulation.


2003

In 2003, Banco do Brasil was again awarded the Mauá Prize as the best listed company in the Country and was chosen by Animec (National Capital Market Investors Association), as in 2002, as the best bank of the year. These awards were in recognition of all the initiatives taken to improve the transparency and governance practices of BB, reflected in the market in the form of expanding earnings and an appreciation of 221% in the bank share price, exceeding the Ibovespa's performance of 110% in the period.

It was also in 2003 that the management of socio-environmental responsibility at BB became more effective. The first action plan for socio-environmental responsibility was drawn up (2003 – 2007), developing in management model foreseen as a way of guaranteeing the commitment of the entire Conglomerate to this issue, creating the concept of socio-environmental responsibility and the Letter of Socio-environmental Responsibility Principles, all approved by the Board of Officers.

2004

Banco do Brasil assumed a commitment with the Ministry of Environment (MMA) for the development of an agenda whose actions reflects the commitment of the Company to the sustainable development of its businesses. Also in 2004, BB was once again awarded the Mauá Prize as the best listed company in the Country.

2005

BB held the first Socio-Environmental Responsibility Workshop, bringing together 60 top executives. The result of the event was the updating of the Socio-environmental Responsibility Action Plan, which from that event onwards became known as BB Agenda 21, alluding to the Global Agenda 21. Based on the results in the second half of the year, an earnings payout practice was adopted of 40%.

2006

The year in which the rank completed 100 years of listing on the stock exchange and 198 years since its foundation, BB joined the Novo Mercado. With this, Banco do Brasil committed itself to resolving any disputes or controversies related to the listing regulations of the Novo Mercado through the BM&FBovespa Market Arbitration Chamber. To meet the new demands, the Bank achieved a more solid and diversified base in investors thanks to the success of a secondary offering of its shares, which was completed in August 2006, bringing BB's free-float up from 6.9% to 14.8%.

2007

In this year, BB published its Code of Corporate Governance, which presented a broad view in simplified form of the Bank's principles and practices, contributing to its longevity. In addition to this, the bank carried out a secondary public offering of shares held by Caixa de Previdência dos Funcionários do Banco do Brasil (Previ) and BNDES Participações S.A. These measures increased the Company's free-float from 14.8% to 21.7%. Furthermore, in April the shares of BB underwent a 3 for 1 share split.

2008

Despite the fact that the International crisis had affected various banks throughout the world, the Brazilian economy performed in an outstanding manner, sustained by the strong regulation of the national financial market, as well as the buoyancy of its domestic market. Fulfilling its role of providing support for socio-economic development and accompanying the government's monetary and fiscal policy for that particular moment in the economy, the Bank acted in the stimulation of consumer credit, helping to achieve the good results shown by the Brazilian economy from 2009 onwards.

2009
The result of the Bank's work through its Investor Relations Unit was recognised in 2009 in the form of an award for Best Investor Relations Executive, granted by IR Magazine Awards - Brazil to the Head of IR. In this year, the Bank was also recognised by Capital Aberto magazine as one of the Best Companies for Shareholders, being the bank with the best positioning in the category of companies with a market capital of more than R$15 billion.

In December of that year, BB launched its Level 1 ADR program on the US Over-the-Counter Market. At the end of 2010, the program had 9.4 million receipts in circulation, with an average daily trading volume of US$1.2 million.

2010

The Bank carried out a Primary Distribution of Ordinary Shares, with the issue of 289 million shares, and a secondary share offering, of 70.1 million shares, which enabled Central Bank to authorise a capital increase of R$7 billion and raise Banco do Brasil's free-float to 30.4%, thus exceeding the 25% minimum required by the BM&Fbovespa Novo Mercado, and ahead of the stipulated time limit, which was up to the end of June 2011.

Socio-environmental Responsibility

Socio-environmental responsibility is part of Banco do Brasil's bi-centenary tradition and is expressed in its values, mission, policies and corporate strategies, as well as being present in its products and services. In its efforts to ensure the longevity of the organization, BB incorporates social and environmental considerations in the definition of its businesses and operations. In this way, it remains a permanent challenge for Banco do Brasil to ensure that socio-environmental responsibility permeates through out the processes of the Company.

In order to improve the alignment of the businesses with sustainability and better contribute to the development of the Country, the Bank's mission and vision of the future were updated in 2010, highlighting the commitment to sustainable development and socio-environmental responsibility.

In adopting the principles of sustainability in its strategy, Banco do Brasil is seeking to assess its organizational performance, not only from the basis of economic indicators, but also in terms of indicators of a social and environmental nature, such as the defence and promotion of human rights, the generation of jobs, incomes and the conservation of natural resources, among other aspects.

With the aim of implementing its corporate strategy and realizing its mission and vision of the future, Banco do Brasil's Sustainability Plan Agenda 21 do Banco do Brasil was revised in 2010, with a total of 77 initiatives to be implemented during the period 2011-2013. So as to monitor the effectiveness of the implementation of the challenges proposed by this agenda, BB's directive and market plans contain socio-environmental indicators. These challenges were also included in the Labour Agreement in the bank's premises, this agreement being the principal results management instrument used by the Bank. The main initiatives to be implemented in 2011 are set out in the chapter on Strategic Management.

Commitment to socio-environmental responsibility can also be perceived in the assessment of the performance of each employee. The model which is called internally "Management of Skills Performance", proposes a performance assessment from five different perspectives. From a society perspective, employees are assessed also in terms of their skills related to the socio-environmental theme.

In this way, Banco do Brasil's approach and management of sustainability permeates throughout the organization. Socio-environmental commitment is accompanied and managed in all the environments of the institution; in the corporate environment, through the inclusion of the theme in the company's strategy; in the Bank's branches and premises, social and environmental indicators are included in the labour agreement. And, lastly, at the personnel level, in the performance assessment of the employees, also taking into consideration skills regarding the theme.

The engagement of Banco do Brasil with socio-environmental responsibility was formalized in February 2003 in the form of a Letter of Principles and the creation of the Unit for Relationships with Employees and Socio-environmental Responsibility. Transformed into a Division in 2004, this area was created to coordinate the process of disseminating socio-environmental policy to all areas of Banco do Brasil. This challenge has the support of the RSA Group, an interdisciplinary team formed from representatives of all areas of BB who meet on a monthly basis to debate initiative proposals and suggest definitions on the theme.

In November 2009, the Sustainable Development Unit was created, which combined in a single Strategic Unit, the management of RSA (socio-environmental responsibility) and DRS (sustainable regional development) at Banco do Brasil. This Unit has the basic function of managing the socio-environmental responsibility of Banco do Brasil and coordinating the implementation of the business strategy of Regional Sustainable Development – DRS – throughout Brazil.


Timeline of History of Pacts and Protocols

The realization of these principles is carried out through management initiatives, in the context of products and services, and through the adhesion to Pacts and Protocols for good socio-environmental practices:

1995

The Green Protocol is a document which formalises Banco do Bra­sil's socio-environmental responsibility intentions. Signed in 1995 between the Ministry of the Environment, Banco do Brasil, Banco do Nordeste, the Caixa Econômica Federal, Banco da Amazônia and the National Social and Economic Development Bank was ratified in 2008 with the purpose of employing policies and practices which are increasingly in harmony with the promotion of sustainable development in Brazil.

1997

In 1997, BB started to publish the Ibase Social Balance Sheet which sets out the initiatives carried out by the company for its public audiences, putting its corporate social responsibility in the public domain.

2003


Since 2003 Banco do Brasil has been a signatory of the United Nations Global Compact, which aims to mobilize the international business community in the promotion of fundamental values in the areas of human rights, labour, the environment, and the combating of corruption. The pact proposes the redefinition of strategies and actions, with a view to disseminating the benefits of globalization and its principles as applied to all organizational areas and levels of the company. In 2007, Banco do Brasil also became part of the Brazilian Global Compact Committee.

Held at United Nations Headquarters, Banco do Brasil participated in the Meeting for Global Compact Leaders 2010, which was based on the theme of "Constructing a New Era of Sustainability".

For more information access:
www.pactoglobal.org.br/

In 2003 BB's Letter of Socio-environmental Principles was defined, which envisages the incorporation of socio-environmental principles in the Bank's products, services and processes.

2004


Since 2004 Banco do Brasil has kept the seal "Corporate Friend of the Child" from the Abrinq Foundation, an institute dedicated internationally to the combating of child labour and indices in the support of Brazilian children.


In June 2004, together with the Ministry of the Environment, BB publicly assumed a commitment to initiatives focused on sustainable development in its businesses, through Agenda 21 which was launched officially in 2005.


In partnership with the Federal Government, Banco do Brasil and the Banco do Brasil Foundation developed a series of initiatives focused on the realisation of eight Millennium Goals, a commitment assumed by Member Countries of the United Nations in the year 2000.

As a form of additional support, Banco do Brasil supported and sponsored the Millennium Goals Awards in their first edition in 2005, in partnership with Petrobrás and Caixa Econômica Federal. The awards have the aim of selecting projects directed at achieving the Millennium Targets.

In September 2010, BB participated at the United Nations summit, alongside the leaders of other companies and other countries, with the aim of deciding what was to be done to fulfil the Millennium Goals. During the event, BB's SRD strategy was the practice that was shared, together with initiatives from other companies.

2005


In May 2005, Banco do Brasil joined the Pact for the Combating of Slave Labour proposed by the Ethos Institute. Under the Pact, the signatories commit themselves to increasing efforts with a view to dignifying and modernising the labour relations in the production chains in the sectors mentioned in the "Employee Register" (Ordinance MTE 540/2004), which is a list of companies that have maintained workers in conditions analogous to slavery. Since August 2004, BB has practised the suspension of new loans to clients included on this register.

Since February 2005, Banco do Brasil has adopted a combination of policies and directives established by the International Finance Corporation (IFC), linked to the World Bank, in the analysis of investment projects, of a project finance nature, for amounts of US$ 10 million or more.

In 2010, Banco do Brasil expanded its use of the socio-environmental criteria established in the Ecuador Principles, for all projects of this type, independent of value.

In March 2005, Banco do Brasil formally declared its support for the request to provide a breakdown of information on greenhouse gas emissions – Carbon Disclosure Project – CDP. In 2006, with a view to supporting the international version of the CDP and its commitment to sustainability, BB was one of 33 companies which on a pioneering basis responded to the Brazilian questionnaire, which is available for consultation on the following website link www.cdproject.net.



2006

In 2006, the Bank joined the BM&FBovespa Novo Mercado listing segment, which brings together companies that practise a higher standard of corporate governance.

Also in 2006, BB adhered to the international directives of the Global Reporting Initiative for the compilation of Banco do Brasil's Annual Report.
2007


In October 2007, Banco do Brasil adhered to the second edition of the Gender Equality Program, coordinated by the Secretariat for Policies for Women (SPM) part of the Presidency of the Republic. In March 2009, BB was one of 23 Brazilian companies to receive the Gender Equality Seal for its actions as part of this program.

In 2010 for the second time BB was awarded the Gender Equality Seal for its participation in the 3rd edition of the Gender Equality Seal program. BB was one of 58 Brazilian companies to receive the Gender Equality Seal for the implementation of actions in the promotion of gender equality in its personnel management processes and cultural organization, as agreed in its action plan. One of the actions of BB was to introduce 6-month maternity leave in March 2009.

Banco do Brasil is one of the founding members of the Brazilian "GHG Protocol" Program, launched in May 2008, with the objective of increasing the technical and institutional capacity of companies in the management of their greenhouse gas emissions. The program is based on the use of "GHG Protocol" methodology in a Brazilian context, and its increased use for calculations and reporting.

In 2009, Banco do Brasil published its first inventory of greenhouse gas emissions.

2008


In 2008 Banco do Brasil Joined the Sustainable Amazon Forum, a group composed of various government, corporate and non-governmental entities that discuss ways for the sustainable development of the Amazon Bioma.

An additional platform of commitments under the Global Compact for Sustainable Development, launched in partnership with the United Nations Program for the Environment, and the World Business Council. Adopted by BB in September 2009, it has the objective of assisting participants in making progress on solutions related to climate change.



2009

Since 2009, since its creation, BB has participated in the EPC Platform in debates co-ordinated by the Getúlio Vargas Foundation. It has the purpose of building a new economic model for the country, based on the search for equilibrium and a process of adapting the Brazilian economy to climate change.

2010


In 2010, BB DTVM adhered to the Principles of Responsible Investment, which consist of the application of socio-environmental and corporate governance criteria in investment management, analysis and decision-making.

In September 2010 Banco do Brasil adhered to the "The CEO Water Mandate". This initiative has been part of BB's initiatives in support of sustainability in this area since the launch of the 'Programa Agua Brasil'(Brazil Water Program). The initiative is a proposal by the United Nations Organization for signatories of the Global Compact to start to approach the question of water and the management of this resource in their corporate strategies, and thus contribute positively to the combating of the emerging water crisis.

In order to promote awareness, and a change of attitudes in the support of preservation and conservation of water resources, in March 2010 Banco do Brasil defined that the cause of "Water" as the principal focus of its sustainability initiatives. To this end, it signed a letter of intent with the National Water Agency (ANA), the Banco do Brasil Foundation and WWF-Brasil for the development of the Programa Agua Brasil. Projects will be implemented that involve hydrographic basins in each of Brazil's biomas, and in the urban environment, the development of initiatives focused on the encouragement of appropriate consumer awareness and the treatment and disposal of solid residues. The program also aims to disseminate the best animal breeding practices among rural producers, as well as promoting the implementation of sustainable business models.

In 2010, Banco do Brasil adhered to the "Principles of Empowerment for Women", launched by UNIFEM/United Nations Women and the United Nations Global Compact. The objective is to promote the development of a program for the monitoring of the implementation of these principles within companies, transforming them into an instrument effective in the promotion of gender equality practices and policies within companies. Banco do Brasil is part of a workgroup composed of representatives of eight Brazilian companies in the adhesion to the principles in the Country.




Socio-environmental Commitments and Responsibility

Banco do Brasil's socio-environmental commitment is based on a Letter of Principles, with 14 items, approved in 2003 by the Board of Officers.

For Banco do Brasil, socio-environmental responsibility is defined as "Taking an ethical approach in adopting commitment and respect as an attitude in relationships with employees, outsourced workers, suppliers, partners, clients, creditors, shareholders, competitors, the community, government and the environment ".

The principles of socio-environmental responsibility permeates the policies and corporate strategy of Banco do Brasil, being therefore an integral part of its overall approach and the decision-making process in all areas of the Bank. For this reason, from August 2004 it was decided to suspend new loans to clients included in a special report issued by the Ministry of Labour and Employment, as employers and agricultural proprietors who submit their workers to degrading forms of work and maintain them in conditions analogous to slavery. The decision also covered the refusal of financing clients involved in the sexual exploration of children and the use of child labour.

Since March 2005, Banco do Brasil started to adopt socio-environmental criteria in the evaluation of companies and investment projects: in the first instance, these criteria were applied to companies with a current or forecast Net Operating Revenue of more than R$ 100 million a year, and investment projects involving financing by BB of R$ 5 million or more.

The socio-environmental responsibility stance adopted by Banco do Brasil has a corporate profile, at the same time as being a worthy theme in all areas of BB, being implemented in the day-to-day employee management activities. It can involve the creation of new products/services, social initiatives in the communities, and is implemented, principally, in the premises that form the basis of decision-making and the carrying out of business, and other administrative activities of the Conglomerate. It is a process in permanent evolution: each day being incorporated increasingly into the instruments for assessment and control, and in the business and administrative processes so as to become part of the organization's routine.

Agenda 21

Context

 

Global Agenda 21 is one of the principal outcomes of the World Summit, the United Nations Organization conference also known as Eco-92 held in 1992 in Rio de Janeiro. This agenda is a document which establishes the importance of each country in committing themselves to reflect, globally and locally, in the way in which governments, companies, non-governmental organizations and all sectors of civil society can cooperate in studying solutions to socio-environmental problems.
Agenda 21 aims to provide the guidelines for a new standard of development for the 21st century, based on the synergy between environmental, social and economic sustainability, and proposes the reinterpretation of the concepts of development, promoting quality of growth, rather than just quantity.

Each country develops its Agenda 21 and in Brazil discussions are coordinated by the Commission for Sustainable Development Policies and National Agenda 21 (CPDS).

Banco do Brasil's Agenda 21


Launched in 2005 as a pioneering initiative in the Brazilian business world, Agenda 21 Empresarial do Banco do Brasil acts as a conduit of the transformation process proposed by Global Agenda 21 at Banco do Brasil's and brings its socio-environmental commitment to reality as a result of the efforts involved in of Global Agenda 21.

Banco do Brasil's Agenda 21, as with Global Agen­da 21, it is an action plan, a guide for the Banco do Brasil's commitment to Social Responsibility. BB's Agenda 21 is a sustainability management tool in which several areas of BB are involved in the fulfilment of initiatives, having also to provide reports to the Directive Council on the activities developed.

The updating of Agenda 21 is structured around a constant process, which takes place every three years, and can be brought forward depending on the needs and demands of society. In this process, are considered contributions from employees, clients, investors and shareholders. Added to these suggestions, the agenda also aligns itself to the sustainability agenda of the company, in regard to issues such as the BM&FBovespa ISE (Business Sustainability Index) and the Dow Jones Sustainability Index (DJSI).

For the updating cycle for the period 2011-2013 for the action plans of Agenda 21, BB held a Sustainable Development workshop. The event, which took place in December 2010, included representatives from various areas of BB, the Directive Council and the Executive Board, thus reinforcing the Bank's commitment at the Summit to the principles of Social Responsibility. The workshop resulted in the development of 77 initiatives distributed across the various fronts: Processes & Management, Businesses with a focus on Sustainable Development, and Private Social Investment. Some of these initiatives are published in the chapter entitled Strategic Management in this report.

This new cycle was included in the Labour Agreement (ATB) of the strategic units, thus incorporating the "strategy and operations" indicators. The ATB is used to monitor the performance of each unit of BB, so that the activities carried out are in keeping with the targets and objectives established in the strategic documents.

Sustainable Businesses Front

The Sustainable Businesses Front involves the implementation of initiatives for the support of sustainable development. In addition to this, there is a focus on the financing of activities which lead to the generation of incomes and jobs, as well as social inclusion. Another objective of this particular front is linked to the financing of activities and technologies which are environmentally friendly.

The most important item on this front is Sustainable Regional Development Strategy (SRD), whose aim is to stimulate the development of Brazil's regions through mobilising economic, social and political agents for the support of activities offering sustainable solutions that are inclusive and participative. SRD is based on three aspects: the support of viable economic activity, that is socially just and environmentally correct, always observing and respecting cultural diversity.

BB supports rural and urban production activities, identified as vocations and potentials of the region in which they are inserted. With DRS, BB aims to promote social inclusion with the strengthening of initiatives focused on the empowering of people, organizations and communities.

Front: Businesses with a focus on sustainable development

Principal Themes Business opportunities – financial services and products with a socio-environmental characteristics – Wholesale, Retail and Government Areas
Sustainable Regional Development – SRD

 


Processes and Management Front

To be consistent with the stance of socio-environmental responsibility adopted it is necessary that the business processes and the support for business be permeated with a vision of sustainability, in other words, in addition to the efficiency of an economic nature, it also seeks to generate social and environmental values in BB's operations. This is the aspect that the Processes and Management front of Agenda 21 covers.

The programs: Quality of Life in the Workplace, Program for the Recognition of Banco Do Brasil Employees, Responsible Credit, and the Eco-Efficiency Program, among others, are examples of initiatives which are tangible examples of the Bank's policies.


Processes and Management Front


Principal Themes Education for sustainability
Occupational health and safety, quality of life in the workplace
Valuing diversity
Eco-efficiency – environmental performance/environmental management system
Socio-environmental standards for suppliers
Socio-environmental risk in financing and investment – general
Socio-environmental management of own investments and those for third parties
Engagement of stakeholders
Management of crises and risks
Socio-environmental report



Private Social Investment Front

The Private Social Investment front carries out Corporate Citizenship initiatives. In 2010 this social investments of the Banco do Brasil Foundation – FBB totalled R$118.6 million in initiatives, educational programs and initiatives, the generation of jobs, incomes and the replication of social technologies. The amount invested was primarily directed to family farming communities, agricultural extraction industries, settlers, former runaway slave communities, indigenous communities and collectors of recyclable material throughout Brazil, particularly in regions with low indices of human development, and communities at greater risk of social inclusion.

In 2010, among the ongoing initiatives at Banco do Brasil and the Banco do Brasil Foundation in the area of corporate citizenship, of particular note were:

• The BB Volunteer Project – R$3.5 million allocated to the support of 46 socio-environmental projects nominated by more than 2000 volunteer employees of BB;

• The Banco do Brasil Apprentice and Student Trainee Program – 5,534 adolescents from the low-income segment of society trained in 2010 and 9,853 student trainees in 2010 developing curricular activities in the premises of BB;

• Fund for the Rights of Children and Adolescents – record volume of funding of R$11.8 million allocated in 2010 to projects managed by the Councils for the Rights of Children and Adolescents;

• Rural Libraries Arca das Letras (arks of literature) – 203 "Arks" set up in 2010 in partnership with the Ministry of an Agrarian Development, benefiting 16,679 families;

• Program for digital inclusion – more than 1,200 digital inclusion outlets set up, with 2,239 computers donated in 2010;

• Banco do Brasil Cultural Centers – 295,373 students of public sector schools participated in 2010 in guided visits for the promotion and dissemination of culture through a varied range of artistic performances;

• Sports Sponsorship – social projects and participative promotional initiatives; collection of foodstuffs at sporting events; schools for volleyball and tennis for the local community, at the event centers;

• Bank of social technologies – 571 technologies socially certified in 2010;

• BB Educar Program – more than 2,200 teenagers and adults provided with basic reading and writing skills;

• AABB – Community Program – encouraging sport and culture, with approximately 50,000 children and teenagers attending annually.



Private Social Investiment Front


Principal themes

Revitalization of volunteer programs

Student trainee and apprenticeship programs

Sports and cultural marketing

Financial education

Programs of the Banco do Brasil Foundation



Corporate Governance Instruments


Several instruments provide guidelines Banco do Brasil's stance in the area of Corporate Governance, as shown below:

Corporate Bylaws

Banco do Brasil 's Corporate Bylaws were approved at an Extraordinary General Meeting held on March 10th, 1942, and have since been updated to provide management and governance conditions in tune with the market and society. the most recent update was approved on August 5th, 2010, as a result of the capital increase.

Internal rules

Among Banco do Brasil's corporate governance instruments are the Internal Rules of the Board of Directors, the Audit Committee, the Board of Auditors and Executive Board, which establish responsibilities and areas of competence, and rules for running the meetings of these bodies.

Governance Code

Banco do Brasil's Corporate Governance Code, adopted in 2010, presents a panoramic view and a practical reference guide on the government's principles and practices of the institution.

Code of Ethics

Banco do Brasil's Code of Ethics establishes standards of relationships for employees with all the public audiences with which the bank relates, with regard to its products, services relationship practices, quality and secrecy of information, transparency and governance, working environment, freedom to join unions, economic, social and cultural diversity, and the repudiation of illicit practices, such as , extortion, corruption, and bribery in all their forms. The code is widely released by the Bank.

Standards of Conduct

The Standards of Conduct of Banco do Brasil, based on high ethical values, establish criteria which drive the duties and rights of employees in relation to their working environment, internal relationships, conflicts of interests, the assets of the organization, security and secrecy of information, gifts and favours, as well as corporate values and responsibility stance with regard to external public audiences, as well as management.

Letter of Principles

Banco do Brasil's socio-environmental commitment is based on a Letter of Socio-environmental Responsibility Principles containing 14 items, approved in 2003 by the Board of Officers.

General Policies


To guarantee good governance, the Board of Directors is responsible for the approval of the Bank's policies. BB has policies referring to Disclosure of information and Trading of shares, besides the Combating of Money-Laundering Policy.

Disclosure and Trading Policies

BB's Disclosure Policy standardises the publication of Material Facts or Events, within the ambit of Banco do Brasil and its subsidiaries.

Banco do Brasil publishes information to the market, based on the needs of external users for the purposes of decision-making of an economic nature, in compliance with the requirements of the various regulatory bodies and inspection authorities.

Banco do Brasil's trading policy standardises the system for self-regulation which governs the trading of securities issued by it, by any persons, who by virtue of their post, position or function at the Bank, have access to privileged information.

Policy for the Combating of Money-Laundering

 


Money laundering is a crime and Banco do Brasil believes that to avoid it is a way of cutting the flow of financial funds that support criminal activities. Banco do Brasil's policies to prevent and combat money laundering are published on the Bank's website pages, where information can be found about what the crime of money-laundering consists of, how it occurs, and the harm that it causes to society.

Evolution in Banco do Brasil's shareholding structure (2001 to 2010)

Date of General Shareholders Meeting Approving the Event Event  Factor Kind of Asset Quantity
11/29/2001 Exercising of A Bonds (03.31.01 to 07.02.01)  1 A bonus = 0.56067  ON shares + 0.43933  PN shares ON shares 399,197,697,867
PN shares 312,798,007,846
B Bonds 213,591,693,924
 C Bonds 355,986,156,540
06/07/2002 Conversion of PN into ON  1PN = 1.1 ON ON shares 743,275,506,498
B Bonds 213,591,693,924
C Bonds 355,986,156,540
01/23/2004 Reverse Share Split 1000/1 ON shares 743,275,506
B Bonds 213,591,542
C Bonds 355,986,440
12/22/2004  Public Share Offering – Acquisition of B & C bonds
Private Subscription
Initial situation (07.08.2004):
“B” Bonds 213,591,542
”C” Bonds 355,986,440
ON shares (*)743,275,506 (-) Acquisition of Bonds:
“B” Bonds 197,187,709
”C” Bonds 328,957,694
ON shares (*) -x- (+) Private Subscription:
“B” Bonds -x-
”C” Bonds -x-
ON shares (*) 66,913,789 (-/+) Exercising of Rights:
“B” Bonds 410,691
”C” Bonds -x-
ON shares (*)428,120  (=) Final Situation (09.08.2004):
“B” Bonds 15,993,142
”C” Bonds 27,028,746
ON shares (*) 810,617,415
ON shares B Bonds

C Bonds
810,617,415 15,993,142


27,028,746
08/24/2006 Exercising of B Bonds “B” bonus subscription: 14,699,008 ON shares 825,316,423
Alteration to capital Capital increase of R$ 304,382,324.80 B Bonds 0
Paid-up capital: R$ 11,912,895,138.17 C Bonds 27,028,746
04/25/2007 Share split mar/01 ON shares 2,475,949,269
      C Bonds 27,028,746
01/24/2008
Exercising of C Bonds  1 Bonds = 3.131799 shares  ON shares 2,542,181,530
C Bonds 5,880,431
09/30/2008  Incorporation of Banco do Estado de Santa Catarina S.A and Bescri S.A Crédito Imobiliário - 1 (one) ON share issued by BB for 12.13308922 ON shares of BESC; ON shares 2,565,255,836
- 1 (one) ON share issued by BB for 12.13308922 PNA shares of BESC;   C Bonds 5,880,431
- 1 (one) ON shares issued by BB for 12.13308922  PNB shares of BESC; and    
- 1 (one) ON shares issued by BB for 1,592,261627 ON shares of BESCRI.    
11/28/2008 Incorporation of Banco do Estado do Piauí S.A. - 1 (one)  ON share issued by BB for 4.60241693  ON shares of BEP. ON shares 2,568,186,485
C Bonds 5,880,431
11/30/2009 Incorporation of Banco Nossa Caixa S.A. 2.28873181 ON shares issued by BB for 1 ON share issued by Nossa Caixa. . ON shares 2,569,860,512
C Bonds 5,880,431
04/13/2010 Incorporations  – Bescleasing and – Bescredi  1 ON share of BB for 25.5461 ON shares of Besc Leasing; ON shares 2,569,869,551
1 ON share of BB for 479.7168 ON shares of Bescredi. C Bonds 5,880,431
05/19/2010 Public Offering for the Distribution of Shares Issue of 286 million new shares . ON shares 2,855,869,551
C Bonds 5,880,431
08/05/2010 Exercising of C Bonds Each bond guarantees the right to subscribe to 3.131799 ordinary nominative shares . ON shares 2,860,729,247
 C Bonds 4,328,704
(*) Free float – shares in treasury not included

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