(This page is an integral part of the Minutes of the Board of Directors’ Meeting held on April 29, 2011)
BANCO CRUZEIRO DO SUL S.A.
PUBLICLY-HELD COMPANY
CORPORATE TAXPAYER ID (CNPJ/MF): 62.136.254/0001-99
Company Registry (NIRE): 35300011015
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON APRIL 29, 2011
DATE AND TIME:
April 29, 2011, at 3:00 p.m.
VENUE:
The headquarters of Banco Cruzeiro do Sul S/A (“Company”) located at Rua Funchal
no. 418 – 7º, 8º e 9º andares, Vila Olímpia, in the city and state of São Paulo.
CALL NOTICE AND ATTENDANCE:
The call notice was waived due to the presence of all Board Members, namely: Luis
Octavio Azeredo Lopes Indio da Costa, Fabio Rocha do Amaral, Horácio Martinho
Lima, Progreso Vaño Puerto, Charles Alexander Forbes, and Flavio Nunes Ferreira
Rietmann.
PRESIDING BOARD:
Chairman: Luis Octavio Azeredo Lopes Indio da Costa
Secretary: Horácio Martinho Lima.
AGENDA:
Examine, discuss and resolve on the following matters: 1. Under the first paragraph of
Article 13 of the Company's Bylaws, on the appointment of Chairman and Vice
Chairman of the Board of Directors; 2. Elect the Board members who serve for two (02)
years; 3. Reelect the Audit Committee members who serve for one (01) year; 4.
Allocate the overall annual compensation of the Audit Committee members; 5. Under
Article 48 of the Company's Bylaws appoint the Ombudsman for a term of 02 (two)
years;
(This page is an integral part of the Minutes of the Board of Directors’ Meeting held on April 29, 2011)
RESOLUTIONS:
The members of the Board of Directors met, presided over by Mr. Luis Felippe Indio da
Costa, Chairman of the Board of Directors, who appointed Mr. Horácio Martinho Lima
as secretary. The meeting was installed and, after analyzing and discussing the
matters on the Agenda, the Board members unanimously resolved as follows:
1.
Under the first paragraph of Article 13 of the Company's Bylaws, appoint, for the
positions of Chairman and Vice Chairman of the Company's Board of Directors,
respectively, Mr. Octavio Luis Azeredo Lopes Indio da Costa and Mr. Charles
Alexander Forbes.
2.
Elect the following members of the Company's Board of Directors, for a term of
two (02) years:
(i) Luis Octavio da Costa Indio Azeredo Lopes, Brazilian, consensually separated,
businessman, bearer of identity card no. 4.452.434-6 issued by IFP/RJ and individual
taxpayers' ID (CPF/MF) no. 782.474.977-00, resident and domiciled in the city and
state of São Paulo, with business address located at Avenida Funchal no. 418, 8º
andar, Vila Olímpia, São Paulo/SP; (ii) Fabio Caramuru Correa Meyer, Brazilian,
married, executive, bearer of identity card no. 05.846.566-7, issued by IFP/RJ, and
individual taxpayers' ID (CPF/MF) no. 715.168.917-91, resident and domiciled in the
city and state of Rio de Janeiro, with business address located at Avenida Presidente
Wilson No. 231, 24º andar, Centro, Rio de Janeiro/RJ; (iii) José Carlos Lima de
Abreu, Brazilian, married, engineer, bearer of identity card no. 3.322.031-1 issued by
SSP/SP and individual taxpayers' ID (CPF/MF) no. 385.584.168-34, resident and
domiciled in the city and state of São Paulo, with business address located at Avenida
Funchal no. 418, 8º andar, Vila Olímpia, São Paulo/SP; (iv) Maria Luisa Garcia de
Mendonça, Brazilian, married, economist, bearer of identity card no. 20.039-5, issued
by CORECON/RJ, and individual taxpayers' ID (CPF/MF) no. 380.376.616-87, resident
and domiciled in the city and state of Rio de Janeiro, with business address located at
Avenida Presidente Wilson No. 231, 24º andar, Centro, Rio de Janeiro/RJ; (v) Renato
Alves Rabello, Brazilian, married, engineer, bearer of identity card no. 3797473-7
issued by SSP/SP and individual taxpayers' ID (CPF/MF) no. 527.747.408-00, resident
and domiciled in the city and state of São Paulo, with business address located at
Avenida Funchal no. 418, 8º andar, Vila Olímpia, São Paulo/SP;
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(vi) Roberto Vieira da Silva de Oliveira Costa, Brazilian, married, economist, bearer
of identity card no. 04882637-4, issued by IFP/RJ, and individual taxpayers' ID
(CPF/MF) no. 769.344.037-20, resident and domiciled in the city and state of Rio de
Janeiro, with business address located at Avenida Presidente Wilson No. 231, 24º
andar, Centro, Rio de Janeiro/RJ; and (vii) Sergio Marra Pereira Capella, Brazilian,
married, economist, bearer of identity card no. 11.724.885, issued by SSP/SP and
individual taxpayers' ID (CPF/MF) no. 041.247.618-56, resident and domiciled in the
city and state of São Paulo, with business address located at Avenida Funchal no. 418,
8º andar, Vila Olímpia, São Paulo/SP.
Mr. Luis Octavio Azeredo Lopes Indio da Costa was elected for the positions of
CEO and Investor Relations Officer, holding both offices at the same time. The
positions of the other Executive Officers will remain without a specific designation.
The managers elected herein declare not to be convicted under any of the crimes
provided by Law that may prevent them from exercising business activities, and that
they meet all requirements set forth in Resolution 3,041 by the Brazilian Monetary
Council, issued by the Central Bank of Brazil on November 28, 2002. The members of
the Board of Executive Officers elected herein shall be invested in their positions upon
presentation of the respective instruments of investiture, drawn up in the Company’s
records, including the statements required by the Law and the regulations currently in
force, and also the statement of securities held thereby and issued by the Company, its
subsidiaries or companies of the same group, pursuant to Article 157 of Law 6,404/76.
2.1 As a result of resolution number 2, and with the purpose of ensuring compliance
with current regulations and updating the information filed with the Federal Revenue
Service in Brazil, the Central Bank of Brazil, and the Brazilian Securities and Exchange
Commission, ratify the appointment of the following Executive Officers of the Company
as responsible for the areas below:
(a) Luis Octavio Azeredo Lopes Indio da Costa, qualified above, as the executive
officer responsible for: (i) Repo transactions under CMN Resolution 3,339/06 issued by
the Central Bank of Brazil; (ii) The risk management division, pursuant to CMN
Resolution No. 3,490/07 and Circular Letter No. 3,331/08 issued by the Central Bank of
Brazil; (iii) The market risk management division, pursuant to CMN Resolution No.
3,464/07 issued by the Central Bank of Brazil;
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(iv) The limits and minimum standards assessment division, pursuant to Circular No.
3,398/08 issued by the Central Bank of Brazil; (v) The commercial and investments
portfolio, under CMN Resolution 2,212/95 issued by the Central Bank of Brazil; (vi)
Acting as the Executive Officer responsible for the relationship with the Federal
Revenue Service of Brazil; (vii) Investor Relations Officer, pursuant to CVM Rule No.
480/09;
(b) Maria Luisa Garcia de Mendonça, qualified above as the Executive Officer
responsible for: (i) The operating risk management division, pursuant to CMN
Resolution No. 3,380/06 issued by the Central Bank of Brazil; (ii) Updating information
filed with the UNICAD, under Circular No. 3,165/03 issued by the Central Bank of
Brazil; (iii) The RDR System, under Circular No. 3,289/05 issued by the Central Bank
of Brazil; (iv) The Anti-Asset Laundering and Concealment division (Compliance),
pursuant to Law No. 9,613/98 and Circular No. 3,461/09; (v) The Anti-Money
Laundering division, pursuant to CVM Rule No. 301/99; (vi) The credit risk
management division, pursuant to CMN Resolution No. 3,721/09 issued by the Central
Bank of Brazil; (vii) The Ombudsman division, pursuant to CMN Resolution No.
3,849/10 and Circular Letter No. 3,501/10 issued by the Central Bank of Brazil; (viii)
The information provision division, pursuant to Circular No. 3,504/10 issued by the
Central Bank of Brazil; (ix) The division in charge of client registration with the National
Financial System – CCS under Circular No. 3,347/07 issued by the Central Bank of
Brazil; (x) The accounting division, pursuant to CMN Resolution No. 3,198/04 issued by
the Central Bank of Brazil;
(c) Renato Alves Rabello, qualified above, as the executive officer responsible for: (i)
The foreign exchange transactions division, pursuant to CMN Resolution No. 3,568
issued by the Central Bank of Brazil; (ii) The swap transactions division, pursuant to
CMN Resolution No. 3,505/07 issued by the Central Bank of Brazil; (iii) The liquidity
risk division, pursuant to CMN Resolution No. 2,804/00 issued by the Central Bank of
Brazil; (iv) SPB-related matters, under Circular No. 3,281/05 issued by the Central
Bank of Brazil;
(d) Sergio Marra Pereira Capella, qualified above, as the executive officer responsible
for: (i) Filing information relating to credit operations with the SCR, pursuant to Circular
No. 3,445/09 issued by the Central Bank of Brazil; (ii) Contracting correspondents,
pursuant to CMN Resolution No. 3,954/11 issued by the Central Bank of Brazil;
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(e) Roberto Vieira da Silva de Oliveira Costa, qualified above, as the executive
officer responsible for: (i) The deposit accounts division, pursuant to CMN Resolution
No. 2,078/94 issued by the Central Bank of Brazil;
(f) Fabio Caramuru Correa Meyer, qualified above, as the executive officer
responsible for Third Party Resources, pursuant to CMN Resolution No. 2,451/97
issued by the Central Bank of Brazil;
3. Reelect the following Audit Committee members, with term office of one (01) year:
(i) Gilberto Braga, Brazilian, married, economist, identification card (RG/IFP/RJ)
04722037-1, individual taxpayers’ ID (CPF/MF) 595.468.247-04, resident and
domiciled in the city and state of Rio de Janeiro, at Rua Frei Jacinto Infantino, nº. 125,
casa 02, Barra da Tijuca, CEP 22.793-315; (ii) Miguel Vargas Franco Netto, Brazilian,
married, economist, identification card no. 10.623, issued by CORECON, individual
taxpayers’ ID (CPF/MF) 465.740.937-91, resident and domiciled in the city and state of
Rio de Janeiro, at Avenida Alda Garrido, nº. 555, cobertura 02, Barra da Tijuca, CEP
22.621-000;
and (ii) Paulo Roberto Barral, Brazilian, married, accountant,
identification card no. 28558/0-3, issued by CRC/RJ, individual taxpayers’ ID (CPF/MF)
034.200.197-34, resident and domiciled in the city and state of Rio de Janeiro, at Rua
General Bandeira de Melo, nº. 09, Jardim Guanabara, Ilha do Governador, CEP
21.940-430, as the (i) Coordinator of the Audit Committee.
The members of the Audit Committee herein declare not to be convicted under any of
the crimes provided by Law that may prevent them from exercising business activities,
and that they fully acknowledge the provisions in article 147 of Law 6,404/76 and that
they meet all requirements provided for in CMN Resolution 3,198/04 and 3,041/02 and
in the Company’s Bylaws.
4. The distribution of the overall annual compensation of the Audit Committee in the
amount of seven hundred and twenty thousand (R$ 720,000.00) approved in the
Minutes of the Annual Shareholders' Meeting held on April 29, 2011 as follows: Each
member shall receive the amount of twenty thousand reais (R$ 20,000.00) per month.
(This page is an integral part of the Minutes of the Board of Directors’ Meeting held on April 29, 2011)
5. Under article 48 of the Company's Bylaws, appoint, for the position of sole
Ombudsman of the Cruzeiro do Sul Conglomerate, Mrs. Tatiana Nery da Costa,
Brazilian, married, bank employee, bearer of identity card no. 20.980.777-5, issued by
CORECON/RJ, and individual taxpayers' ID (CPF/MF) no. 074.909.207-60, resident
and domiciled in the city and state of Rio de Janeiro, with business address located at
Avenida Presidente Wilson No. 231, 24º andar, Centro, Rio de Janeiro/RJ, for a term of
office of two (02) years.
CLOSURE:
There being no further business to discuss, these minutes were drawn up, read and
found in order, and signed by all attendees.
SIGNATURES:
Luis Octavio Azeredo Lopes Indio da Costa – Chairman; Horácio Martinho Lima –
Secretary; Members of the Board of Directors: Luis Octavio Azeredo Lopes Indio da
Costa, Fabio Rocha do Amaral, Horácio Martinho Lima, Progreso Vañó Puerto,
Charles Alexander Forbes, and Flavio Nunes Ferreira Rietmann.
This is a free English translation of the minutes of the Board of Directors drawn up in
the Company’s records.
São Paulo, April 29, 2011.
__________________________________________________
Luis Octavio Azeredo Lopes Indio da Costa
Chairman