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 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 December 1st, 2015
On December 1st, 2015, at 10 a.m., at Banco Santander (Brasil) S.A. (“Company” or “Santander”) headquarters and by videoconference, the Board of Directors have met, with the attendance of all of its members, to take resolutions on the following Agenda:
I. To appoint Mr.Sergio Agapito Lires Rial, Brazilian, single, economist, bearer of the Identity Card RG No. 04.621.473-0 IFP/RJ, enrolled with the Individual Taxpayer Registry (“CPF/MF”) under No. 595.644.157-72, with offices at Avenida Presidente Juscelino Kubitschek, 2041 and 2235 – Building A, in the city of São Paulo, State of São Paulo, as the Company´s Chief Executive Officer, for a complementary term of office that shall be valid until the officers elected in the first Board of Directors’ Meeting after the 2017 Ordinary Shareholders’ Meeting take office.
II. To acknowledge the resignation of Mr. Sergio Agapito Lires Rial as Chairman of the Company’s Board of Directors, in order to comply with article 11, sole paragraph, of the Company’s Bylaws.
Pursuant to the discussions held by the Board of Directors on September 9th, 2015 and disclosed to market on the same date, the Board of Directors have meet to formalize the minutes required to implement the Chief Executive Officer´s succession plan. Thus, the matters were discussed and were both approved unanimously by the attending Directors.
It remained formalized that (i) Mr. Jesús Zabalza shall remain as Chief Executive Officer of the Company until Mr. Sergio Rial takes office, by the signature of the respective Vesting Term in the Registry Book of Minutes of Executive Board Meetings, and such date shall be considered for all purposes the date of dismissal of Mr. Jesús Zabalza from the post of Chief Executive Officer; (ii) the resignation of Mr. Sergio Rial as Chairman of the Board of Directors shall be effective as of the date he takes office as Chief Executive Officer; (iii) once the changes above are implemented, the current Vice-Chairman of the Board of Directors Mr. Jesús Zabalza shall assume the roles of Chairman of the Board of Directors, pursuant to the third paragraph of article 15 of the Company’s Bylaws, until a new Chairman of the Board of Directors is appointed; and (iv) Mr. Sergio Rial shall remain as member of the Board of Directors.
The Chief Executive Officer just elected declares that he is not convicted of crime set in law, which forbids him from performing commercial activities and fulfills all the requirements set forth in Resolution CMN 4.122/2012, and shall only take office as Chief Executive Officer after authorization of his election by the Brazilian Central Bank.
There being no further matters to be resolved, the Meeting was finalized, and these minutes have been prepared, which were read, approved, and signed by all the attendees.
São Paulo, December 1st, 2015.
Signatures:Sergio Agapito Lires Rial – Chairman; Jesús María Zabalza Lotina – Vice-Chairman;Álvaro Antônio Cardoso de Souza,Celso Clemente Giacometti,Conrado Engel,José Antonio Alvarez Alvarez, José de Paiva Ferreira, José Maria Nus Badía, Marília Artimonte Rocca and Viviane Senna Lalli – Directors.
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.
Daniel Pareto
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 |