6-K 1 bsbr20141230_6k.htm FORM 6-K bsbr20141230_6k.htm - Generated by SEC Publisher for SEC Filing


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 December, 2014

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 DECEMBER 30, 2014

 

 

 

DATE, TIME AND PLACE:

December 30, 2014, at 10 hours, 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 Maria Zabalza Lotina - Vice-Chairman of the Board of Directors; Members of the Board of Directors: Mr. Conrado Engel and Mr. José de Paiva Ferreira; and the Independent Directors: Mr. Álvaro Antônio Cardoso de Souza and Mrs. Marília Artimonte Rocca and Viviane Senna Lalli.

 

CALL NOTICE:

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, Officer of the Company, to act as the Secretary.

 

AGENDA:

To approve the proposal of the Board of Executive Officers of the declaration and payment of the Interest on the Company´s Capital.

 

RESOLUTIONS:

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 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, unanimously and without any restrictions:

 

Approved, pursuant to the article 17 item XVIII, of the Company’s Bylaws the proposal of the Board of Executive Officers, according to the Board meeting held on December 29, 2014, at 10 a.m., for declaration and payment, ad referendum of the General Annual Meeting to be held on 2015, of Interest on the Company´s Capital in the gross amount of R$ 690,000,000.00 (six hundred and ninety million reais), corresponding to R$ 0.08721200585 per ordinary shares, R$ 0.09593320643 per preferred shares, and R$ 0.18314521228 per Unit, which after the deduction of the amount related to the Income Tax Withheld at Source (“IRRF”), pursuant to the laws in force, result the net amount corresponding to R$ 0.07413020497 per ordinary shares, R$ 0.08154322547 per preferred shares, and R$ 0.15567343044 per Unit, except for immune and/or exempt shareholders. According to the Proposal of the Board of Executive Officers, the shareholders entitled for the Interest on Company’s Capital hereby approved will be the ones registered in the Company’s books at the end of December 30, 2014, including. Therefore, as of December 31, 2014, the Company’s shares shall be traded “Ex- Interest on Capital”. The amount of Interests on Capital approved shall be fully included in the mandatory dividends to be distributed by the Company in relation to the fiscal year of 2014, will be paid from the day February 26th, 2015, without any monetary restatement. It was certified to the Directors that the value of the Interest on Company’s Capital proposed by the Executive Officers in the base-year meets the limits established in the tax regulations. Finally, the Directors authorized the Board of Executive Officers to take all measures required to publish the relevant “Notice to the Shareholders”, to disclose the resolutions herein to the market.

 

 


 

 

 

 

 

[Free English Translation]

 

 

 

 

 

 

CLOSING: There being no further matters to be resolved, the Meeting has been closed, and these minute have been prepared, which were read, approved, and signed by the present Board of Directors´ members and the Secretary. São Paulo, December 30, 2014. Mr. Celso Clemente Giacometti – Chairman of the Board of Directors; Mr. Jesús Maria Zabalza Lotina - Vice-Chairman of the Board of Directors; Members of the Board of Directors: Mr. Conrado Engel and Mr. José de Paiva Ferreira; and the Independent Directors: Mr. Álvaro Antônio Cardoso de Souza and Mrs. Marília Artimonte Rocca and Viviane Senna Lalli. Mrs. 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: December 30, 2014
 
Banco Santander (Brasil) S.A.
By:
/SAmancio Acurcio Gouveia 
 
Amancio Acurcio Gouveia
Officer Without Specific Designation

 
 
By:
/SAngel Santodomingo Martell
 
Angel Santodomingo Martell
Vice - President Executive Officer