UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2015
Commission File Number: 001-34476
BANCO SANTANDER (BRASIL) S.A.
(Exact name of registrant as specified in its charter)
Avenida Presidente Juscelino Kubitschek, 2041 and 2235
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:Form 20-F ___X___ Form 40-F _______ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes _______ No ___X____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes _______ No ___X____
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant 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____
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
[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 MARCH 18Th, 2015
DATE, TIME AND PLACE:
March 18Th, 2014, at 11:00 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; Messrs. Conrado Engel, José de Paiva Ferreira and José Alvarez Alvarez – Counselors; the Mrs. Marília Artimonte Rocca and Viviane Senna Lalli - Independent Counselors;Messrs. Sergio Agapito Lires Rial, Angel Santodomingo Martell and Carlos Alberto López Galán – as guests; Mrs. Germanuela de Abreu – Executive Superintendent of Human Resources – as guest.
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, Company´sOfficer, to act as the Secretary.
AGENDA:
(a) To propose to the Shareholders Meeting the global compensation for the officers, directors and members of the Audit Committee;(b)To approve the regulations for Bonus Payment Programs for year 2014;(c) To approve the Officers and Directors Compensation Policy for year 2015;(d)To approve the amendment to the Transactions with Related Parties Policy, in order to comply with CVM Normative Instruction No. 552, of October 9th, 2014; and(e) To acknowledge the resignation of Mrs. Maria Luiza de Oliveira Pinto e Paiva, as member of the Corporate Governance and Sustainability Committee.
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.
[Free English Translation]
Afterwards, proceeding to the item 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, by unanimity of votes of the Directors present at the meeting and without restrictions:
(a)Approved, as per the favorable recommendation of the Remuneration and Nomination Committee, the proposal for compensation of the officers and directors of the Company, in the global amount of up to R$300,000,000.00 (three hundred million Brazilian reais) for year 2014 and the proposal for compensation of the Audit Committee in the cap amount of R$3,000,000.00 (three million Brazilian reais), for a period of 12 (twelve) months counted from January 1st, 2015. Such proposal, pursuant to Article 6, third paragraph of the Company’s Bylaws, shall be submitted to approval of the Ordinary Shareholders Meeting, to be dully convened;
(b)Approved, as per the favorable recommendation of the Remuneration and Nomination Committee, the Long Term Incentive Plan - Collective Supervised (Deferred Cash Portion) and the Long Term Incentive Plan - Bonus paid in Units - Collective Supervised, for year 2014;
(c)Approved, as per the favorable recommendation of the Remuneration and Nomination Committee, the Officers and Directors Compensation Policy for year 2015;
It is recorded that Mrs. Germanuela de Abreu, Executive Superintendent of Human Resources, attended the meeting to provide clarifications on items (a), (b) and (c) of the Agenda.
(d)Approved the amendment to the Transactions with Related Parties Policy, in order to comply with CVM Normative Instruction No. 552, of October 9th, 2014; and
(e)Acknowledged the resignation, on September 17th, 2014, of Mrs. Maria Luiza de Oliveira Pinto e Paiva from the post of member of the Corporate Governance and Sustainability Committee.
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, March 18Th, 2015. Mr. Celso Clemente Giacometti – Chairman of the Board of Directors; Mr. Jesús María Zabalza Lotina -Vice-Chairman of the Board of Directors; Messrs. Conrado Engel, José de Paiva Ferreira and José Alvarez Alvarez – Counselors; the Mrs. Marília Artimonte Rocca and Viviane Senna Lalli - Independent Counselors.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
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
Date: March 18, 2015
Banco Santander (Brasil) S.A. |
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| By: | /S/ Amancio Acurcio Gouveia
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| | Amancio Acurcio Gouveia
Officer Without Specific Designation
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| By: | /S/ Angel Santodomingo Martell
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| | Angel Santodomingo Martell
Vice - President Executive Officer
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