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 of Authorized Capital
Corporate Taxpayer ID (“CNPJ/MF”) nº 90.400.888/0001-42
Company Registration (“NIRE”) 35.300.332.067
MINUTES OF THE BOARD OF DIRECTORS´ MEETING
HELD ON MAY 28, 2014
DATE, TIME AND PLACE:
May 28, 2014, at 09:00 a.m., at the main place of business of Banco Santander (Brasil) S.A. (“Company”).
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; and Messrs. Conrado Engel, José de Paiva Ferreira,José Antonio Alvarez Alvarez andJosé Manuel Tejón Borrajo; andMrs. Marília Artimonte Rocca and Mrs. Viviane Senna Lalli – Directors. The Senior Vice-President Executive Officer Mr. Carlos Alberto López Galán,Mrs. Vanessa de Souza Lobato Barbosa,Officer responsible for the Human Resources area, and Mrs. Germanuela de Abreu, Executive Superintendent of Human Resources area, were alsoattended the Meeting.
SUMMON:
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 to act as the Secretary.
AGENDA:
(a) To know the leaving of Mr. Wilson Luiz Matar, Officer without specific designation of the Company;(b) To approve the Management Compensation Policy, for the fiscal year of 2014, pursuant to Resolution CMN nº3.921/2010;(c) To know the economics-financials results of the Company relative to April, 2014;(d)To know the list of transactions with related parts to being exempted from prior examination of the Audit Committee and individual approval of the Board of Directors; (e) To acknowledge the activities conducted by the Corporate Governance and Sustainability Committee of the Company.
RESOLUTIONS TAKEN:
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 items of the Agenda, after examination and discussion of such matter, and pursuant to the documents presented to the Director’s, which will be filled at the Company´s headquarter, the Company´s Board of Directors, unanimously, resolved to:
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[Free English Translation]
(a) Knew the leaving of Mr.Wilson Luiz Matar, (RG nº 9.928.569 SSP/SP and CPF/MF sob o nº 042.307.498-99), of the post of Officer without specific designation, as of May 13,2014.
(b) Approved the Management Compensation Policy, for the fiscal year of 2014, pursuant to Resolution CMN nº3.921/2010, with the favorable recommendation of the Compensation and Appointment Committee.
It is registered that Mrs. Germanuela de Abreu, Executive Superintendent of Human Resources, was on the meeting, in order to account for the item(b) of the Agenda.
(c) Knew the economics-financials results of the Company relative to April, 2014
It is registered that Mr.Carlos Alberto López Galán, Vice-President Executive Office of the Company was on the meeting, in order toaccount for the item (c) of the Agenda.
(d) Knew the list of transactions with related parts to being exempted from prior examination of the Audit Committee and individual approval of the Board of Directors, as Exhibit I.
(e) Acknowledged the activities conducted by the Corporate Governance and Sustainability Committee of the Company.
It is registered that Mr. Carlos Alberto Seiji Nomoto, Officer responsible for theSustainability Development area,in order toaccount for the item (e) of the Agenda.
CLOSING: There being no further matters to be resolved, the Meeting has been closed, and these minutes have been prepared, which were read, approved, and signed by the present Board of Directors´ members and the Secretary. São Paulo, May 28, 2014. Celso Clemente Giacometti –Chairman of the Company´s Board of Directors; Jesús María Zabalza Lotina - Vice-Chairman of the Company´s Board of Directors; Conrado Engel, José de Paiva Ferreira,José Antonio Alvarez Alvarez andJosé Manuel Tejón Borrajo; andMrs. Marília Artimonte Rocca and Mrs. Viviane Senna Lalli - Directors. Marco Antônio Martins de Araújo Filho – Secretary.
I certify that this is a true transcript of the minutes recorded in the Minutes of the Board of Directors Meetings Book of the Company.
_______________________________________
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 | ||