SECURITIES AND EXCHANGE COMMISSION
Commission File Number: 001-34476
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil
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[Free English Translation]
BANCO SANTANDER (BRASIL) S.A.
Public-Held Company with Authorized Capital
Corporate Taxpayer ID (“CNPJ/MF”) # 90.400.888/0001-42
Company Registration (“NIRE”) # 35.300.332.067
MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON March 26, 2014
DATE, TIME, AND PLACE:
March 26, 2014, at 09:30 a.m., at the main place of business of Banco Santander (Brasil) S.A. (“Company” or “Santander”).
ATTENDANCE:
The majority of the Company´s Board of Directors members, as follows: Mr. Celso Clemente Giacometti – Chairman of the Board of Directors; Mr. Jesús María Zabalza Lotina - Vice-Chairman of the Board of Directors; Directors Mrs. Conrado Engel and José de Paiva Ferreira; and the Independent Directors, Mrs. Marília Artimonte Rocca and Mrs. Viviane Senna Lalli.
CALL NOTICE:
The Meeting was duly convened as provided for in article 16 of the Company´s Bylaws.
BOARD:
Pursuant to article 18, item I of the Company´s Bylaws, the Meeting was chaired by the Chairman of the Board of Directors, Mr. Celso Clemente Giacometti, who invited Mr.Marco Antônio Martins de Araújo Filho, Company´sVice-President Executive Officer, to act as the Secretary.
AGENDA:
Approve the election of a new member of the Company’s Audit Committee.
RESOLUTIONS:
Initially, the Board of Directors´ members approved the writing of the Minutes of the Meeting in an abridged form. It was also approved the publication of the Minutes in the form of an abstract, without Directors’ signatures.
Afterwards, proceeding to the item of the Agenda, after examination and discussion of such matter, based on favorable recommendation of the Nomination and Remuneration Committeeand pursuant to the documents presented to the Director’s, which will be filled at the Company´s headquarter, the Company´s Board of Directors,APPROVED the election, pursuant to article 17, item XXI, of the Company’s Bylaws, of the member of the Company’s Audit Committee, for a term of office until March 18, 2015, Mr.Graham Charles Nye, Brazilian, married, accountant, bearer of ID card under #9.396.390 SSP/SP, registered with the Individual Taxpayers’ Roll (“CPF/MF”) under #010.456.578-08, resident and domiciled in São Paulo/SP, with business address in São Paulo/SP, Av. Presidente Juscelino Kubitschek, nº 2235, Vila Olímpia – São Paulo – SP, in capacity oftechnical qualified member, pursuant to article 12, paragraph 2, of Resolution # 3,198/04 of the National Monetary Council. The member of the Audit Committee hereby elected represent that they are not involved in any criminal offensesunder the law that would prevent them from performing business activities, particularly those referred to in paragraph 1, article 147, of the Corporate Law, as well as comply with the requirements established in Resolution # 4.122, from August 2, 2012, of the National Monetary Council, and who will only be vested in the position for which he was elected following the confirmation of his election by the Central Bank of Brazil. It is registered that Mrs.Elidie Palma Bifanowill remain on the position of technical qualified member of the Company’s Audit Committee, until Mr.Graham Charles Nye takes office on the position for which he was elected for.
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[Free English Translation]
CLOSING OF THE MEETING: There being nothing further to be transacted, the Meeting was closed and these Minutes were drawn up, read, approved and signed by all Directors present and by the Secretary. São Paulo, March 26, 2014. Mr. Celso Clemente Giacometti – Chairman of the Board of Directors; Mr. Jesús María Zabalza Lotina - Vice-Chairman of the Board of Directors; Directors Mrs. Conrado Engel and José de Paiva Ferreira; and the Independent Directors, Mrs. Marília Artimonte Rocca and Mrs. Viviane Senna Lalli.Marco Antônio Martins de Araújo Filho – Secretary.
I hereby certify that this is a true copy of the minutes drawn up in the Book of Minutes of the Company’s Board of Directors Meetings.
_______________________________________
Marco Antônio Martins de Araújo Filho
Secretary
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Banco Santander (Brasil) S.A. | ||
| By: | /S/ Amancio Acurcio Gouveia | |
Amancio Acurcio Gouveia Officer Without Specific Designation | ||
| By: | /S/ Carlos Alberto Lopéz Galán | |
Carlos Alberto Lopéz Galán Vice - President Executive Officer | ||