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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[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 FEBRUARY 25th, 2015
DATE, TIME AND PLACE:
February 25th, 2015, at 09:30 a.m., at the main place of business of Banco Santander (Brasil) S.A. (“Company” or “Santander”).
ATTENDANCE:
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; Members of the Board of Directors: Mr. Conrado Engel; Mr. José de Paiva Ferreira; Mr. José Manuel Tejón Borrajo, and Mr. José Antonio Alvarez Alvarez; and the Independent Directors, Mr. Álvaro Antônio Cardoso de Souza and Mrs. Marília Artimonte Rocca.
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, Officer of the Company, to act as Secretary.
AGENDA: (a) To approve the Ombudsman Office Report regarding the second semester of 2014 and the corrective measures taken due to the complaints received, in order to comply with Resolution No. 3.849, of March 25th, 2010, of the National Monetary Council; (b) To acknowledge the exoneration of Mr. Carlos Alberto Seiji Nomoto from the post of Officer without specific designation of the Company; and (c) To appoint Mr. Manoel Marcos Madureira as Officer responsible for the Social and Environmental Liability Policy and its respective action plan, according to Resolution No. 4327, of April 25, 2014, of the National Monetary Council, to replace Mr. Carlos Alberto Seiji Nomoto.
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 matters, and pursuant to the documents presented to Directors, which will be filled at the Company´s headquarter, the Company´s Board of Directors, by unanimity of votes of the Board of Directors’ members present at the meeting and without restrictions:
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[Free English Translation]
(a) APPROVED the Ombudsman Office Report regarding the second semester of 2014 and the corrective measures taken due to the complaints received, in order to comply with Resolution No. 3.849, of March 25th, 2010, of the National Monetary Council. Such Report was subjected to review of the Audit Committee on a meeting held on February 2nd, 2015, in which the Committee recommended its approval by the Board of Directors;
(b) ACKNOWLEDGED the exoneration of Mr. Carlos Alberto Seiji Nomoto, Brazilian, married, bearer of Identity Card No. 20.318.336-8 SSP/SP and registered with CPF/MF under No. 126.209.108-03, from the post of Officer without specific designation of the Company, on February 2nd, 2015; and
(b) APPOINTED Mr. Manoel Marcos Madureira, Brazilian, married, engineer, bearer of Identity Card RG No. 5.948.737 and registered with CPF/MF under No. 885.024.068-68, with office located at Avenida Presidente Juscelino Kubitschek, Nos. 2041 and 2235, in the city of São Paulo, State of São Paulo, as Officer responsible for the Social and Environmental Liability Policy and its respective action plan, according to Resolution No. 4327, of April 25, 2014, of the National Monetary Council, to replace Mr. Carlos Alberto Seiji Nomoto.
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, February 25th, 2015. Signatures: Mr. Celso Clemente Giacometti – Chairman of the Board of Directors; Mr. Jesús María Zabalza Lotina - Vice-Chairman of the Board of Directors; Members of the Board of Directors: Mr. Conrado Engel, Mr. José de Paiva Ferreira, Mr. José Antonio Alvarez Alvarez and Mr. José Manuel Tejón Borrajo; and the Independent Directors, Mr. Álvaro Antônio Cardoso de Souza and Mrs. Marília Artimonte Rocca. 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
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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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