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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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 JULY 30, 2014
DATE, TIME AND PLACE:
July 30, 2014, at 09:00 a.m., at the main place of business of Banco Santander (Brasil) S.A. (“Company”).
ATTENDANCE:
All 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; the Directors,Messrs. Conrado Engel and José de Paiva Ferreira; and the Directors,Messrs.José Antonio Alvarez Alvarez and José Manuel Tejon Borrajo, by videoconference; and the Independent Directors, Mr. Álvaro Antônio Cardoso de Souza and Mrs. Marília Artimonte Rocca and Mrs. Viviane Senna Lalli. The Vice-President Executive Officer Mr. Carlos Alberto López Galán; the Coordinator of the Audit Committee, Mr. René Luiz Grande; and Mr. Gilberto Bizerra de Souza, partner of the Deloitte Touche Tohmatsu Auditores Independentes, were also attended to 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 Mrs.Mara Regina Lima Alves Garcia to act as the Secretary.
AGENDA:
(a) To acknowledge the activities conducted by the Audit Committee of the economic-financial conglomerate Santander in Brazil, as well as their interactions with the Company internal areas and the internal and the independent auditors of the Company and its main points of the attention resulting from meetings and contained in the Report of the Audit Committee for the Company’s Financial Statementsrelated to the half of the fiscal year ended on June 30, 2014;(b) To approve theCompany´s Financial Statements, related to the half of the fiscal year ended on June 30, 2014, by standard BRGAAP and by standard IFRS(International Financial Reporting Standards), as well as the documents that composes it, which means, theindependent auditor´s opinion, and the Report of the Audit Committee;(c) To approve the Tax Credit Realization Technical Study, related to the half of the fiscal year ended on June 30, 2014; (d)To approve the amendment to the Company’s Audit Committee Bylaws; (e) To elect Mr. Álvaro Antônio Cardoso de Souza to be part of the Risk Committee, as coordinator, and to be part of the Special Independent Committee, as a member, according to favorable recommendation of the Nomination and Remuneration Committee; and(f) To know the leaving of Mr. Marco Antônio Martins de Araújo Filho, Vice-President Executive Officer 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:
(a) Acknowledged, pursuant to Article 30, § 3, section X and §4 of the Company´s Bylaws and to article 17 of Resolution # 3.198 of May 27, 2004 of the National Monetary Council, the activities developed by the Audit Committee of the economic and financial conglomerate Santander in Brazil and its interactions with the internal areas and the internal auditors and independent of the Company, and the Report of the Audit Committee for the Financial Statements, related to the half of the fiscal year ended on June 30, 2014.
It is registered that Mr. René Luiz Grande, Audit Committee’s Coordinator, was on the meeting, in order toaccount for the item (a) of the Agenda.
(b) Approved, pursuant to article 17, item VII, of the Company’s Bylaws the Company´s Financial Statements, related to the half of the fiscal year ended on June 30, 2014, theCompany’s Financial Statements by standard BRGAAP and the documents that composes it, which are: the Management Report, the balance sheet, the statements of profit and loss, the changes of the net equity and the added value and the disclosures, which were elaborated according to the Brazilian accounting practices, as well as the Brazilian Law of Corporations (Law #6,404), the standards of the National Monetary Council, the Brazilian Central Bank, pursuant document template provided in the Accounting National Financial System Institutions (“COSIF”), and other applicable regulation and laws, and also theCompany’s Financial Statements by standard IFRS(International Financial Reporting Standards)and the documents that composes it, which are: the Management Report, the balance sheet, the statements of profit and loss, the changes of the net equity and the added value and the disclosures, which were elaborated according to the international accounting regulation provided by theInternational Accounting Standards Board (IASB), according to the proposal made by the Executive Officers on the meeting held on July 29, 2014, at 9:00 a.m.. The Financial Statements and the documents that composes it, weresubject to limited revision of the Independent Auditors and of the Audit Committee, as the reports of the independent auditors and of the Audit Committee presented to the Directors. Finally, the Board of the Directors authorized the Executive Officers to take any necessary measure as to release the Company´s Financial Statements approved herein, including the Independent Audit’s opinion and the resume of the Report of the Audit Committee, on the journals “Diário Oficial do Estado de São Paulo” and “Valor Econômico”, and upon remittance to the Comissão de Valores Mobiliários - CVM, to BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias & Futuros and to the Securities and Exchange Commission – SEC;
(c) Approved the Tax Credit Realization Technical Study, for the purposes of item I, Art. 2, Circular # 3171, of December 30, 2002, of the Central Bank of Brazil, everything as proposed and approved by the Board of Executive Officers, according to the meeting held on July 29, 2014, at 9:00 a.m.;
It is registered that Mr.Carlos Alberto López Galán, Vice-President Executive Office of the Company, and Mr. Gilberto Bezerra de Souza, partner of theDeloitte Touche TohmatsuAuditores Independentes, were on the meeting, in order toaccount for the items (b) and (c) of the Agenda.
(d) Approved, pursuant to article 17, item XXI of the Company’s Bylaws the amendment to the Company’s Audit Committee Bylaws;
(e) Approved, pursuant to paragraph 6 of the article 14 of the Company’s Bylaws and according to favorable recommendation of the Nomination and Remuneration Committee, the election, as a member of theCompany’s Risk Committee, as well as the Special Independent Committee, of Mr. Álvaro Antônio Cardoso de Souza, Portuguese, married, economist and business administrator, bearer of foreigner’s identification card RNE # W401505-E, registered with the Individual Taxpayers’ Roll (“CPF/MF”) 249.630.118-91, resident and domiciled in the city of São Paulo - SP, with business address at Avenida Presidente Juscelino Kubitschek, 1.726 - Conj. 71– Vila Olímpia; e
(f) Acknowledged, pursuant to article 17, item III of the Company’s Bylaws, the leaving on July 22, 2014, according to the letter signed and delivered at the Company on the same date, of the Vice-President Executive Officer; Mr.Marco Antônio Martins de Araújo Filho, Brazilian citizen, divorced, lawyer, bearer of RG# 679.424 SSP/DF, registered with the Individual Taxpayers’ Roll (“CPF/MF”) 266.159.751-49.
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, July 30, 2014. Mr.Celso Clemente Giacometti – Chairman of the Company´s Board of Directors; Jesús María Zabalza Lotina – Vice-Chairman of the Company´s Board of Directors; Messrs.Conrado Engel, José de Paiva Ferreira, José Antonio Alvarez Alvarez, José Manuel Tejon Borrajo and Álvaro Antônio Cardoso de Souza; and Mrs. Viviane Senna Lalli and Mrs. Marília Artimonte Rocca - Directors. Mara Regina Lima Alves Garcia –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.
_______________________________________
Mara Regina Lima Alves Garcia
Secretary
Banco Santander (Brasil) S.A. | ||
| By: | /S/ Amancio Acurcio Gouveia | |
Amancio Acurcio Gouveia Officer Without Specific Designation | ||
| By: | /S/ Angel Santodomingo Martell | |
Angel Santodomingo Martell Vice - President Executive Officer | ||