SECURITIES AND EXCHANGE COMMISSION
06029-900 - Osasco - SP
Federative Republic of Brazil
Indicate by check mark whether the registrant by furnishing the information contained in this Form 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____Osasco, São Paulo, Brazil, May 6, 2004
To
Securities and Exchange Commission
Office of International Corporate Finance
Division of Corporate Finance
Washington, DC
Gentlemen,
The Board of Directors of Banco Bradesco S.A., complying with the deliberations taken at the Special Stockholders’ Meeting held on 12.17.2003, which instituted the Audit Committee, as contemplated in the Company’s Bylaws, decided the following issues in a meeting held on 04.30.2004:
1. to approve the Audit Committee Statute;
2. to appoint, for composing the above-mentioned Committee, the following members:
- Dorival Antônio Bianchi – Brazilian, married, bank employee, ID (RG) 3.090.248/SSP-SP, Individual Taxpayers’ Identification (CPF) 035.926.938/91, has a degree in Economy from Universidade de São Paulo (São Paulo University). Mr. Bianchi joined Bradesco on February 1, 1961, as a trainee. In 1982, he was elected Departmental Officer, in 1983, Managing Officer and from 1988 to March 1999, he acted as Executive Vice-President. From that date, Mr. Bianchi has been a Member of the Board of Directors. He is also involved in the management of other companies pertaining to the Organization. He is also Member of the Board of Directors of Bradespar S.A. since March 2000. He has acted as Member of the Board of Directors of various companies, such as VISANET - Companhia Brasileira de Meios de Pagamento from 1997 to 1999, Sadia S.A., from 1998 to 2001, Semp Toshiba Amazonas S.A., from 1997 to 2001 and Tigre S.A. Tubos e Conexões, from 1999 to 2001, and, as Executive Officer of Visa International (Regional Board for Latin America and Caribbean) from 1996 to 1999.
- Paulo Roberto Simões da Cunha – Brazilian, married, accountant, ID (RG) 4.840.176/SSP-SP, Individual Taxpayers’ Identification (CPF) 567.047.048/68, has a degree in Accounting and Business Administration from Faculdade de Ciências Econômicas de São Paulo. From 1976 to 1998, he worked for the Brazilian Central Bank, Supervising Department, becoming head of that Department in 1988, responsible for the supervision of Financial Institutions and companies allowed to operate by the Brazilian Central Bank in São Paulo, building a 22-year expertise in Banking Supervision. He also acted as Financial Service Consultant at KPMG Auditores Independentes from 1998 to 2004, having being involved in projects related to compliance and risk management areas in the main Brazilian banks.
- Yves Louis Jacques Lejeune – Brazilian, married, business administrator, ID (RG) 4.984.193/SSP-SP, Individual Taxpayers’ Identification (CPF) 195.142.808/06, has a degree in Philosophy from “Lycée Hoche – Versailles” College in Paris, France. He also studied at “Hautes Études Commerciales” and “Institut D’Études Politiques” Colleges, in Paris, France. He entered Banco Francês e Italiano para América do Sul (French-Italian Bank for South America) in 1962, in Santiago, Chile, working for Organization and Methods and System Development areas. In 1969, we was hired by Banco Sudameris Brasil S.A. to work for Data Processing, Accounting and Administration areas, being elected Managing Director in 1983. From 2001 to 2003, he acted as Superintendent Director and Investor Relations Director, occupying the same position at Banco América do Sul S.A. from 1998 to 2003. Additionally, from 1983 to 2003, Mr. Lejeune also acted as Executive Officer and Board Member in companies pertaining to the Sudameris Group.
Such appointed members will be in office for a 1 (one) year-period and their names will be submitted to the Brazilian Central Bank’s approval. The Audit Committee’s duties are contemplated in its Statute, in Banco Bradesco’s Bylaws, as well as, in applicable laws.
The Audit Committee’s objective is to assist the Board of Directors in performing activities related to the supervision of accounting and fiscal practices adopted in the preparation of financials statements of the Company, as well as, its subsidiaries.
Cordially,
Banco Bradesco S.A.
José Luiz Acar Pedro
Executive Vice President and
Investor Relations Director
Statute of the Audit Committee
of Banco Bradesco S.A.
Chapter I
The Committee and its Goals
Art. 1o) | The Audit Committee, hereinafter referred to as “Committee”, a permanent nature statutory body, is ruled by this Statute, by Banco Bradesco’s bylaws and by applicable legislation. |
Art. 2o) | The Committee is responsible for assisting the Board of Directors to perform its attributions related to the monitoring of accounting and fiscal practices adopted for preparing the financial statements of the Company and its affiliate companies. |
Chapter II
Subordination
Art. 3o) | The Committee is subordinated to the Board of Directors, acting independently from the Board of Executive Officers. |
Chapter III
Constitution
Art. 4o) | The Committee will be constituted of 3 (three) to 5 (five) members, with a one-year term of mandate, appointed and dismissed by the Board of Directors, having one of the members to be appointed as Coordinator. |
First Paragraph – A Committee member can only be reappointed for such position after at least 3 (three) years from the end of its previous mandate, limited to 5 (five) successive reappointments. |
Second Paragraph – The Committee members should be technically competent to perform the activities related to their positions and at least one of them should have proven knowledge in financial institutions accounting and auditing areas, that allows qualifications for such position. |
Third Paragraph – In the event of a vacant position in the Committee, the Board of Directors will appoint a substitute. |
Fourth Paragraph – The mandate of a Committee member cannot be delegated and should be performed based on diligence and loyalty duties, as well as avoiding any conflicting situation that may affect the interest of the Company and its stockholders. |
Chapter IV
Committee’s Attributions
Art. 5o) | The following are the Committee’s attributions: |
a) | to recommend to the Board of Directors the company to be hired for rendering independent auditing services, its respective remuneration, as well as its replacement; |
b) | to review financial statements including explanatory notes, management reports and independent auditor’s report, prior to their disclose to the market; |
c) | to evaluate the effectiveness of both internal and independent audits regarding the fulfillment of legal and normative requirements applicable to the Company, in addition to internal regulations and codes; |
d) | to verify, during the meetings mentioned in Article 9, the fulfillment of its recommendations and/or explanations for its questions, including the planning of respective auditing works, drawing up Minutes of all such meetings; |
e) | to evaluate the fulfillment, by the Company’s Board of Executive Officers, of recommendations made by either internal or independent auditors, as well as to recommend to the Board of Directors the resolution of eventual conflicts between external auditors and the Board of Executive Officers; |
f) | to establish and announce the procedures for the acceptance and treatment of information related to the unfulfillment of legal and normative dispositions applicable to the Company, in addition to regulations and internal codes, including the recommendation of procedures to protect the information provider and also the information confidentiality; |
g) | to recommend to the Board of Officers corrections or improvements in policies, practices and procedures included in its attributions; |
h) | to establish operating rules for its performance; |
i) | to hold meetings with the Fiscal Committee and the Board of Directors, upon their request, to discuss about policies, practices and procedures identified in the scope of their duties. |
Art. 6o) | The attributions of the Committee’s Coordinator are the following: |
a) | to summon and preside the Committee’s meetings; |
b) | to evaluate and define the issues to be treated during the meetings, including in the agenda the issues to be discussed; |
c) | to fulfill and guarantee the fulfillment of the Committee Internal Statute; |
d) | to authorize the discussion of issues that were not included in the meeting agenda; |
e) | to request the issue of a report prepared by any specialized consultant or consulting company; |
f) | to nominate the Secretary of the Board, who will be the responsible for drawing up the Committee’s meeting Minutes. |
Chapter V
Requirements
Art.7o) | The following are the requirements for being appointed as a Committee member: |
I- | not to be nor have acted as, in the last twelve months: |
II- | not to be neither married nor a relative in direct line, in collateral line up to the third level and by affinity up to the second level of people referred to in items “a” and “c” of above subheading I; |
III- | not to receive any other kind of remuneration from the Company or its related companies, except for the remuneration related to the office of Audit Committee Member. |
Single Paragraph – In case the member of the Audit Committee is also a member of the Board of Directors of the Company or of its related companies, such member is allowed to choose for which of these officers he will be paid; |
IV- | have blameless reputation; |
V- | not to be neither prevented by special law nor condemned for crimes of bankruptcy, tax evasion, forfeit, active or passive corruption, concussion, peculation, against popular economy, against full faith and credit, against property or against the National Financial System, nor condemned for a criminal punishment that forbids, even for a certain period of time, the access to public offices; |
VI- | not to have neither been declared bankrupt or insolvent nor to have participated in the management or control of insolvent or concordatory company or corporation. |
Chapter VI
Prohibitions
Art. 8o) | The Committee members are prohibited from taking part, directly or indirectly, into trades of securities issued by the Company or referred to such securities: |
a) | before the disclosure to the market of relevant act or fact occurred in the Company’s business; |
b) | in the 15-day (fifteen) period prior to the disclosure of the Company’s quarterly (ITR) and annual (IAN) information; |
c) | in case of intention to promote incorporation, total or partial split, merger, transformation or stock restructuring; |
d) | during the acquisition or sale process of stocks issued by the Company, exclusively on the dates on which the Company is involved in negotiations. |
Chapter VII
Meetings Frequency and Quorum
Art. 9o) | For the fulfillment of its attributions, the Committee will have meetings, at least, on quarterly basis, with the Company’s Board of Officers and independent and internal auditors. |
Chapter VIII
Report Obligations
Art. 10) | The Committee should prepare, at the end of each semester terminated on June 30th and December 31st, a document named Audit Committee Report including, at least, the following information: |
Chapter IX
Report to the Brazilian Central Bank
Art. 11) | The Committee should formally inform the Brazilian Central Bank, within at most 3 (three) days after its identification, the existence or the evidences of mistakes or frauds represented by: |
Chapter X
Other Duties and Responsibilities
Art. 12) | The Committee, in addition to responsibilities already mentioned in this Statute, must: |
BANCO BRADESCO S.A. | ||
By: | /S/ José Luiz Acar Pedro | |
José Luiz Acar Pedro Executive Vice President and Investor Relations Director |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.