Top

The Board of Directors of Banestes, in accordance with the Bylaws, shall be composed of at least five and at most nine members who must be shareholders and be elected by a general meeting of shareholders. The directors may be removed at any time and share a unified term of two years, with each year consisting of the period between the two Annual Shareholder Meetings, with reelection permitted. The Board of Directors of Banestes must include one representative from the Bank's employees, the Treasury Secretary of the State of Espírito Santo, the Bank's Chief Executive Officer and the representative from Fundação Banestes de Seguridade Social (Baneses), with the Treasury Secretary responsible for serving as chairman of the body.

The Board of Directors of Banestes shall meet on a regular basis once per month and on an extraordinary basis whenever deemed necessary, with the extraordinary meetings called either by the chairman of the body or by at least 2 (two) of the directors.

The Board of Directors of Banestes is responsible for determining the Bank's general guidelines and policies, effectively determining, supervising and monitoring the activities of the Executive Officers, selecting independent auditors and overseeing the internal audits.

At least 20% (twenty percent) of the Board of Directors of Banestes must be independent directors. The table below presents the current composition of the Board of Directors of Banestes.

*For more information, click on the name of each member
**Portuguese only

Top

*For more information, click on the name of each member

Top

The Bylaws of Banestes provide for the installation of a Fiscal Council on a permanent basis, composed of three members and an equal number of alternate members who are not required to be shareholders, but must be natural persons, residents of Brazil and elected on an annual basis by the Shareholders Meeting, with reelection permitted. The Regional Accounting Council of Espírito Santo state has the right to appoint a representative as a member of the Fiscal Council, as well as the respective alternate member. The Fiscal Council meets on a regular basis once each month and on an extraordinary basis whenever deemed necessary or called, and its attributions may not be delegated.

The Fiscal Council is a separate organ independent from the management and from the independent auditors of Banestes. The main responsibilities of the Fiscal Council are to oversee the acts of the administrators, to give opinions on certain proposals made by the administrative bodies for submitting to the shareholders meeting for deliberation, to examine the accounting statements of Banestes and to inform to the administrative bodies and the meeting of shareholders the errors, frauds or crimes that come to its attention.

The current composition of the Fiscal Council is presented below:

NOTE (*) The dates reported are for first election.

Top

Whereas in the fiscal years 2008 and 2009, Banestes reached the sum of deposit captures and administration of third party resources established by Resolution number 3198 from the National Monetary Council, it was constituted the statutory body called "Audit Committee", whose powers and responsibilities extend to all companies linked to Banestes Subsidiaries. The constitution of this Committee was approved by shareholders at the Extraordinary General Meeting of 12/03/2010 and by the Central Bank of Brazil in 25/03/2010.

According to our bylaws, the Audit Committee will report directly to the Board, acting with independence from the Board of Directors, comprising three (3) members, elected and removed at any time by the Board of Directors, with a term of 1 year, allowed the renewal of the mandate until the maximum 5 (five) years, with the authorization of the Central Bank of Brazil.