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Banco Santander (Brasil) S.A. — Board/Management Information 2011
Mar 1, 2011
30064_ffr_2011-03-01_7fbdf923-a272-4543-a037-8326e623076f.zip
Board/Management Information
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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 March, 2011
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 Translation]
BANCO SANTANDER (BRASIL) S.A.
Public-Held Company with Authorized Capital
Corporate Taxpayer ID (CNPJ/MF) # 90.400.888/0001-42
Company Registration (NIRE) # 35.300.332.067
MINUTES OF THE BOARD OF DIRECTORS´ MEETING
HELD ON March 1 st , 2011
DATE, TIME, AND PLACE:
March 1 st , 2011, at 10:00 a.m., at the main place of business of Banco Santander (Brasil) S.A. ( Company or Santander ).
ATTENDANCE:
The majority of the Companys Board of Directors members, as follows: Mr. Fabio Colletti Barbosa Chairman of the Board of Directors ; Mr. Marcial Angel Portela Alvarez - Vice-Chairman of the Board of Directors; Messrs. José de Menezes Berenguer Neto, José de Paiva Ferreira, Celso Clemente Giacometti and José Roberto Mendonça de Barros - Directors . Messrs. José Manuel Tejón Borrajo and José Antonio Alvarez Alvarez and Mss.Viviane Senna Lalli, Directors were absent due to justified reasons.
SUMMON:
The Meeting was duly convened as provided for in article 16 of the Companys Bylaws.
BOARD:
Pursuant to article 18, item I of the Companys Bylaws, the Meeting was chaired by the Chairman of the Board of Directors, Mr. Fabio Colletti Barbosa, who invited Mr. Marco Antônio Martins de Araújo Filho, Companys Executive Officer, to act as the Secretary.
AGENDA:
(a) approve the Ombudsman Report related to the second semester and the corrective measures, for purposes of complying with the provisions of Article 31, items V and VI, of the Companys Bylaws and article 2, items V and VI of Resolution # 3849 of March 25, 2010, issued by the National Monetary Council; (b) elect Mr. Fabio Colletti Barbosa to member of Appointment and Remuneration Committee, in substitution of Mr. Marcial Angel Portela Alvarez; (c) ratify the approval the Consolidated Financial Statements related to the fiscal year ended on December 31, 2010, elaborated in according to the International Financial Reporting Standards as issued by the International Accounting Standards Board; (d) acknowledge (i) the activities of Aymoré Crédito, Financiamento e Investimento S.A., well as the market for its performance; (ii) the result of Companys technological integration; and (iii) the customers satisfaction survey and value of our trademark.
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 based on the documents submitted to the Directors, which will be filed at the
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[Free Translation]
Companys main place of business, the Company´s Board of Directors, unanimously and without any restrictions, resolved to:
(a) Approved, under Article 31, items V and VI of the Companys By-laws, the Ombudsman Report for the semester ended December 31, 2010, in order to comply with the provisions of Article 2, items V and VI, of Resolution # 3.849 of March 25, 2010, issued by the National Monetary Council;
(b) Elected, with the abstention of Chairman of Board of Directors, in substitution of Mr. Marcial Angel Portela Alvarez; Mr. Fabio Colletti Barbosa , a Brazilian citizen, married, business administrator, bearer of identification card (RG) # 5.654.446-7, issued by the Public Security Department of the State of São Paulo (SSP/SP), registered with the Individual Taxpayers Roll (CPF/MF) under # 771.733.258-20, resident and domiciled in São Paulo - SP, with business address at Avenida Presidente Juscelino Kubitschek, 2235, Vila Olímpia - São Paulo - SP, as member of Appointment and Remuneration Committtee, advisory board reporting to the Board of Directors without decision-making powers, for a term to expire at the Companys ordinary shareholders meeting to be held in 2011. Mr. Fabio Colletti Barbosa will serve as the committee coordinator, not being entitled to any additional remuneration, once he is Chairman of the Board of Directors of the Company;
(c) Ratified the approval of Consolidated Financial Statements related to the fiscal year ended on December 31, 2010, elaborated in according to the International Financial Reporting Standards as issued by the International Accounting Standards Board, in accordance to the presentation the of Board of Directors Meeting held on February 02, 2011.
(d) Finally, acknowledged (i) the activities of Aymoré Crédito, Financiamento e Investimento S.A., well as the market for its performance; (ii) the result of Companys technological integration; and (iii) the customers satisfaction survey and value of Companys trademark.
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, March 01, 2011. a) Mr. Fabio Colletti Barbosa Chairman of the Company´s Board of Directors; Mr. Marcial Angel Portela Alvarez - Vice-Chairman of the Company´s Board of Directors ; Messrs. José de Menezes Berenguer Neto, José de Paiva Ferreira, Celso Clemente Giacometti, José Roberto Mendonça de Barros - Directors . Mr. Marco Antônio Martins de Araújo Filho Secretary.
I certifiy that this is a true transcript of the minutes recorded in the Minutes of the Board of Directors Meetings Book of the Company.
Marco Antonio Martins de Araújo Filho
Secretary
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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: March 01, 2011
| Banco Santander (Brasil) S.A. | |
|---|---|
| By: | / S / Marco Antônio Martins de Araújo Filho |
| Marco Antônio Martins de Araújo Filho Executive Officer |
| By: |
|---|
| Pedro Paulo Longuini Vice-President Executive Officer |