We hereby present information about Banco do Brasil (BB)’s corporate governance, including the functioning of our Board of Directors, including independence criteria, attendance at meetings and the members' CVs, among other information.

Independence of the Members of the Board of Directors of Banco do Brasil

This item presents the classification of the members of our Board of Directors in relation to independence criteria. The following table demonstrates the parameters used for each member of the Board to be considered independent according to the criteria of the New York Stock Exchange’s Dow Jones Sustainability Index (DJSI), the Brazilian Stock Exchange: B3 – Brasil, Bolsa, Balcão S.A. Novo Mercado Regulations and Law No. 13,303/2016 (the so-called State-Owned Enterprises Law).

In art. 18, paragraph 7, I of BB’s Bylaws, it is stated that: "a minimum of 30% (thirty percent) of the members of the Board of Directors shall be Independent Directors, as defined in the legislation and in B3’s Novo Mercado Regulation and on B3’s State-Owned Enterprises Governance Program Learn more in this link.

DJSI

Name of the Board of Directors Member

Hélio Lima Magalhães (Chairman)

Waldery

Rodrigues

Júnior

(Vice Chairman)

Rubem de Freitas Novaes

(CEO)

Guilherme Horn

Luiz Serafim Spinola Santos

Paulo Roberto Evangelista de Lima

Marcelo Serfaty

Débora Cristina Fonseca

(employee representative)

Independent according to the DJSI

X

X

X

X

X

X

The member must not have been employed by the company in an executive role in the last five years.

X

X

 

X

X

X

X

The member shall not accept or have a "family member who accepts payments from the company or any parent company or subsidiary of the company in excess of US$60,000 during the current business year or in the last three business years", except those permitted by the SEC Rule 4200.

X

 

 

X

X

 

X

 

The member must not be a member of the family of an individual who is or has been employed as an executive director during the last three years by the company or by any parent or subsidiary of the company.

X

X

X

X

X

X

X

X

The member should not be (and should not be affiliated with a company that is) a consultant of the company or any member of the senior management of the company.

X

X

 

X

X

X

X

X

The member should not be affiliated with a significant customer or supplier of the company.

X

 

X

X

 

X

X

X

The member must have no personal service contract with the company or a member of the senior management of the company.

X

X

 

X

X

X

X

 

The member must not be affiliated with a non-profit organization that receives significant contributions from the company.

X

X

 

X

X

X

X

X

The member must not have been a partner or employee of the company's external auditor during the past three years.

X

X

X

X

X

X

X

X

The member must not have any other conflict of interest whereby the board itself determines that he/ she cannot be considered independent.

X

 

 

X

X

X

X

 

 

 

 

 

B3’s NOVO MERCADO LISTING REGULATION

Name of the Board of Directors Member

Hélio Lima Magalhães

(Chairman)

Waldery

Rodrigues

Júnior

(Vice Chairman)

Rubem de Freitas Novaes

(CEO)

Guilherme Horn

Luiz Serafim Spinola Santos

Paulo Roberto Evangelista de Lima

Marcelo Serfaty

Débora Cristina Fonseca

(employee representative)

Independent according to the Novo Mercado

 X

X

X

X

X

 

The member is not a direct or indirect controlling shareholder of the company.

 X

X

X

X

X

X

X

X

The exercise of the member’s voting rights at meetings of the board of directors is not bound by a shareholders' agreement that has matters related to the company as its object.

 X

X

X

X

X

X

X

X

Is not a spouse, partner or relative, in direct or collateral line, up to second degree of the controlling shareholder, a company director or a director of the controlling shareholder.

 X

X

X

X

X

X

X

X

The member has not, in the last 3 (three) years, been an employee or director of the company or its controlling shareholder.

 X

 

 

X

X

X

X

 

LAW 13.303/2016 STATE-OWNED ENTERPRISES LAW (LEI DAS ESTATAIS)

Name of the Board of Directors Member

Hélio Lima Magalhães

(Chairman)

Waldery

Rodrigues

Júnior

(Vice Chairman)

Rubem de Freitas Novaes

(CEO)

Guilherme Horn

Luiz Serafim Spinola Santos

Paulo Roberto Evangelista de Lima

Marcelo Serfaty

Débora Cristina Fonseca

(employee representative)

Independent according to the State-Owned Enterprises Law

X

 

 

X

X

X

 

X

 

 

Holding no link with Banco do Brasil, except for equity participation.

 X

X

 

X

X

X

X

 

Being not married to or relative by blood or similar, up to the third degree or by adoption, of the head of the Federal Executive Branch, a Minister of State, or a director of the Bank.

X

X

X

X

X

X

X

X

For the last three years, have had no link of any nature with the Bank, or its controller, that could compromise his/her independence.

 X

 

 

X

X

X

X

 

Not being or have been, in the last three years, an employee or officer of the Bank or its controlled affiliate or subsidiary companies.

 X

X

 

X

X

X

X

 

Be not a direct or indirect supplier or purchaser of the Bank’s services or products, which could imply loss of independence.

 X

X

X

X

X

X

X

X

Be not an employee or manager of a company or entity that is offering or demanding services or projects to the Bank, which could imply loss of independence.

 

X

X

X

X

X

X

X

Do not earn from Banco do Brasil any compensation other than that related to the role of Board member, except for money earnings related to equity participation.

X

 

X

X

X

X

 

CVs of the Members of the Board of Directors

Below we present summarized CVs containing the main professional functions, academic backgrounds and other activities of the members of the Board of Directors of Banco do Brasil.

Hélio Lima Magalhães

Professional experience
CEO – Citibank Brasil (São Paulo) – 2012 to 2017
CEO of Global Network Services for the Americas Region – American Express (New York/USA) – 2010 to 2012
CEO and General Director American Express Mexico – American Express (Mexico) – 2006 to 2010
CEO and General Director American Express Brazil – American Express (São Paulo) – 2001 to 2006
Regional Director for Latin America – Consumer Bank – Citibank (Florida/USA) – 2000 to 2001
Global Director of Operations and Technology – Private Bank – Citibank (New York/USA) – 1997 to 2000
Executive Positions in Marketing, Products, Operations and Technology in Banking, Credit Cards and Insurance businesses – Citibank – 1984 to 1997
Head of the Methodological Development Division – Brazilian Institute of Geography and Statistics (IBGE) – 1980 to 1984
Analyst – IBGE – 1977 to 1980

Academic background
Graduated in Electrical Engineering and Computer Science – The George Washington University (Washington DC/USA) – 1976

Others
Member of the Board of Directors – Eletropaulo Metropolitana Eletricidade de São Paulo – since 2018
Member of the Advisory Board – VR Investimentos – 2017 to 2018
Member of the Advisory Board – MasterCard Latin America – 2013 to 2017

Waldery Rodrigues Júnior

Professional experience
Federal Senate –Economic Policy/Financial System – Legislative Consultant – since 2014
Special Secretary of Finance of the Ministry of Economy – since 2019
Special Advisor to the Minister of Finance – 2016 to 2018
Senior Economist Graduated – IPEA – 1996 to 2014
Chief Quality Control Engineer – Gerdau (GICS – COM Construction & Engineering) – 1993 to 1994

Academic background
PhD in Economics – University of Brasilia UnB – 2002 to 2006
Master’s in Economics – University of Michigan (USA) – 1999 to 2001
Master’s in Economics – University of Brasilia UnB – 1997 to 1999
Graduated in Engineering – ITA – 1988 to 1992

Others
Professor on the Professional Master’s in Finance, Economics and Regulation – UnB – since 2006
Professor of MBA (Finance, Controllership, Public Finance) – IBMEC – since 2007
Professor of MBA (Finance, Economics, Economics of the Public Sector) – Fundação Getulio Vargas (FGV) – 2003 to 2007

Rubem de Freitas Novaes

Professional experience
Advisor to the Corporate Finance Operations Directorship – Banco Pactual S.A. – 1997 to 1998
Executive Director – Banco Fonte S.A. – 1994 to 1996
Executive Director – Banco Primus S.A. – 1990 to 1994
Executive Director – BNDES – 1982 to 1985

Academic background
Bachelor of Economics – Federal University of Rio de Janeiro (UFRJ) – 1968
Post-graduation in Economics – Cendec, Ministry of Planning – 1969
Master’s in Economics – University of Chicago (USA) – 1972
PhD in Economics – University of Chicago (USA) – 1974 – Doctoral Thesis: Foreign Investments in Brazil: An Economic Analysis

Others
Professor on the Master’s and PhD courses of Fundação Getulio Vargas’s (FGV) Graduate School of Economics in Rio de Janeiro
Professor – Foundation for Foreign Trade Studies Center (Fundação Centro de Estudos do Comércio Exterior)

Guilherme Horn

Professional experience
Executive Director of Innovation – Accenture – 2014 to 2019
CEO – Órama – 2010 to 2014
Director of Digital Business – Ágora – 2000 to 2008
CEO – ITL – 1998 to 2000

Academic background
PhD in Business – UMSA (Buenos Aires, Argentina) – 2002
EPGM MIT – Sloan School of Management, Cambridge (USA) – 2018
Master’s in Business Management – PUC RJ – 1995
Bachelor of Business Management – FCPERJ – 1990

Others
Columnist on Corporate Innovation for Canal Ruptura – Época Negócios Magazine
Weekly blog Seu Bolso na Era Digital “Your Money in the Digital Age” – Estadão Newspaper
Editor of the Country’s # 1 Fintech Blog – Finnovation
Angel Investor and Advisor – 2011 to 2019

Luiz Serafim Spínola Santos

Professional experience
Vice President – Brazilian Association of Listed Companies (Abrasca) – since 2014
Member of Acquisitions and Mergers Committee (CAF) – since 2014
Vice-Chairman of the Board of Directors, appointed by the creditors – Varig – Brazilian Airlines – 2002
Partner in a partnership specializing in Private Equity – UBS Capital Americas – 1998 to 2002
Partner and Executive Director – Brasilpar Ltda. – 1981 to 1997
CEO – Investec S.A. – 1983 to 1998
Executive Officer – Equitypar Companhia de Participações – 1988 to 1996
Vice-President – Banco Sudameris – 1991 to 1993
Superintendent – Securities and Exchange Commission – 1977 to 1981
Investor Relations and Market and Intermediary – 1977 to 1981
Superintendent of Operations – IBRASA (BNDES) – 1974 to 1977
Manager of International Operations – BankBoston – 1972 to 1974

Academic background
Equity Portfolio Management Course – London Business School – 2005
Hedge Fund Seminar Course – London Business School – 2003
INSEAD Management Program – Fontainebleu (France) – 1977
Master’s in Production Engineering – COPPE/UFRJ – 1972
Civil Engineer – UFRJ – 1970

Others
Professor of Development Course for Directors – the Fundação Don Cabral (MG) – 2010 to 2012
Professor on several courses on Portfolio Management, Corporate Finance, Ratings, Ethics in Capital Markets, etc. – IBMEC, Abrasca, FGV, and USP – 1970 to 1997

Paulo Roberto Evangelista de Lima

Professional experience
Coordinator of the Technology Committee – Banco de Brasília S.A. – 2013 to 2014
CEO – Banco de Brasília S.A. – 2013 to 2014
Coordinator of the Risk Committee – Banco do Brasil S.A. – 2010 to 2012
Member of the Technology Committee – Banco do Brasil S.A. – 2007 to 2012
Member of the Supervisory Committee – Banco do Brasil S.A. (Japan) – 2008 to 2010
Director of Risk Management – Banco do Brasil S.A. – 2010 to 2012
Director of Internal Controls – Banco do Brasil S.A. – 2007 to 2010
Interim Director – Banco do Brasil S.A.’s Internal Controls Directorship – 2005
Executive Manager – Banco do Brasil S.A.’s Internal Controls Department – 2000 to 2007
Executive Manager – Banco do Brasil S.A.’s Comptroller's Office – 1999 to 2000
Regional Superintendences – Banco do Brasil S.A. (Goiânia/GO, Sorocaba/SP and São Paulo/SP) – 1995 to 1999
Assistant State Superintendent – Banco do Brasil S.A.’s Superintendence in Goiás – 1994 to 1995
Team Coordinator – Banco do Brasil S.A.’s Goiás State Superintendence – 1991 to 1994

Academic background
M.B.A – Training for Senior Executives at Banco do Brasil – Fundação Dom Cabral
Postgraduate Lato Sensu – Financial Administration – IBMEC
Specialization in Business Management – Fundação Dom Cabral
Corporate Governance Course – USP

Others
Member of the Operational Risk Committee –Interbank Payments Chamber (CIP) representing Banco do Brasil S.A. – 2004 to 2007
Member of the Supervision Committee of the Credit Guarantee Fund (FGC) – 2007 to 2012
Member of the Risk Committee – Brazilian Federation of Banks (FEBRABAN) – 2010 to 2012
Full Member of the Compliance Committee – FEBRABAN – 2007 to 2012

Marcelo Serfaty

Professional experience
Founding Partner – Member of the Executive Committee and Chairman of the Investment Committee – G5 Partners Private Equity – Brazil – 2011 to 2019
Founding Partner and CEO – Fiducia Asset Management – 2002-2011
Controller Partner, Member of the Executive Committee and Executive Director – Banco Pactual – 1991 to 2002
Assistant Director – Banco Bozano Simonsen – 1986 to 1993

Academic background
PhD in Economics – Fundação Getulio Vargas
Master’s in Economics – Fundação Getulio Vargas
Graduated in Business Administration – Fundação Getulio Vargas
Graduated in Law – Rio de Janeiro State University

Others
Professor – IBMEC – RJ – 1986 to 1991
Professor – COPPEAD – UFRJ – 1990
Member of the Curator Council – Fundação Getulio Vargas – since 2000

Débora Cristina Fonseca

Professional experience
Advisor to the Large Corporate Superintendence – Banco do Brasil S.A. – since 2017
Services Manager at Large Corporate Branch – Banco do Brasil S.A. – 2014 to 2017
Assistant at Large Corporate Branch – Banco do Brasil S.A. – 2012 to 2014
Executive Cashier – Banco do Brasil S.A. – 2010 to 2012
Clerk – Banco do Brasil S.A. – 2009 to 2010
Position: Administrative Assistant – Banco Nossa Caixa S.A. – 2006 to 2009

Academic background
Post-Graduation Lato Sensu in Strategic Management, Innovation and Knowledge – Open University of Brazil (ESAB) – expected completion: 2019
Business Executive MBA in Banking and Corporate Finance – Open University of Brazil (ESAB) – 2017
Technologist degree in Human Resources Management – Faculdade das Américas (FAM) – 2017
Graduated in Social Communication with qualifications in Radio and TV – Centro Universitário Belas Artes de São Paulo – 2008 

Attendance of the Members in Meetings of the Board of Directors

We hereby present the attendance of the Board of Directors members at the meetings held in fiscal year 2018 business year. The members listed below are those who participated in the meetings during that period.

The average attendance rate of the members in the meetings of the Board of Directors in the period was 93.79%, above the minimum of 83.33% required by Banco do Brasil.

Name of the member of the Board of Directors

(last fiscal year: 2018)

Beny

Parnes

Daniel Sigelmann

Fabiano Felix do Nascimento

Fabricio da Soller

Julio Cesar Costa Pinto

Luis Otavio Saliba Furtado

Luiz Serafim Spinola Santos

Marcelo Augusto Dutra Labuto

Paulo Rogério Caffarelli

Number of Board Meetings Attended

29

33

19

34

31

11

31

5

24

Total Meetings in the Period

34

34

21 (1)

34

34

11 (2)

34

5 (3)

27 (4)

Average Attendance at Board Meetings (%)

85,29

97,06

90,48

100

91,18

100

91,18

100

88,89

(1) Pursuant to paragraph 6 of article 18 of Banco do Brasil’s Bylaws, the representative Director of the employees will not take part in discussions and decisions on matters that involve unions relations, remuneration, benefits and advantages, including supplementary pension plans, as well as other matters for which a conflict of interest is characterized. Meetings at which these matters are discusses are not counted in the "total meetings in the period" field for the employee representative.
(2) Luis Otavio Saliba Furtado held the position of Director during the period from May 11, 2018 to August 14, 2018 of the year 2018.
(3) Marcelo Augusto Dutra Labuto held the position from November 19, 2018 to December 31, 2018 of the year 2018. Pursuant to article 16 of the Internal Regulations of the Bank’s Board of Directors, the Board will hold a meeting at least once a year without the presence of the Board Member who holds the position of CEO of Banco do Brasil,, to approve the Annual Internal Audit Plan (PAINT) and the Annual Report of the Internal Audit Activities (RAINT). The meetings at which these matters are discussed are not counted in the "total meetings in the period" field for the Director who holds the position of CEO of Banco do Brasil.
(4) Pursuant to article 16 of the Internal Regulations of the Bank’s Board of Directors, the Board will hold a meeting at least once a year without the presence of the Board Member who holds the position of CEO of Banco do Brasil,, to approve the Annual Internal Audit Plan (PAINT) and the Annual Report of the Internal Audit Activities (RAINT). The meetings at which these matters are discussed are not counted in the "total meetings in the period" field for the Director who holds the position of CEO of Banco do Brasil.

Election of the Members of the Board of Directors

Article 18 of Banco do Brasil’s Bylaws, establishes that the Board of Directors shall have a total of eight members. The information that the members are elected individually and by a majority of votes is contained in the Minutes of the General Meeting.

Other Mandates

Pursuant to Law No. 13,303/2016, article 20, members of the public administration are prohibited from direct or indirect remunerated participation on more than two (two) boards of directors/supervisory boards, of state-owned enterprises, mixed-economy companies or their subsidiaries.

Average Tenure of Members of the Board of Directors

The average tenure of the members of the Board of Directors was 2.18 years (1).

(1) For the calculation of this metric we account for the average tenure of all the directors considering the last 10 years.