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Banco Santander (Brasil) S.A. — Board/Management Information 2012
Nov 23, 2012
30064_ffr_2012-11-23_4383b576-e89a-4c96-8784-16bf976451c3.zip
Board/Management Information
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2012
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
2012 CALENDAR OF CORPORATE EVENTS
| Company Name | Banco Santander (Brasil) S.A. |
|---|---|
| Central Office Address | Avenida Presidente Juscelino Kubitschek nº 2041 and 2235 – Bloco A, Vila Olímpia – CEP 04543-011 – São Paulo/SP |
| Internet Site | http://www.santander.com.br |
| Investors Relations Officer | Name: Carlos Alberto López Galán |
| E-mail: [email protected] | |
| Telephone(s): +55 (11) 3553-3300 | |
| Responsible for Investor Relations Area | Name: Luiz Felipe Taunay Ferreira |
| E-mail: [email protected] | |
| Telephone(s): +55 (11) 3553-3300 | |
| Publications (and locality) in which its corporate documents are published | Diário Oficial do Estado de São Paulo e Valor Econômico (São Paulo-SP) |
| The Company is subject to the arbitration of the Market Arbitration Chamber pursuant to the arbitration clause in the Company’s Bylaws |
| Annual Financial Statements and Consolidated Financial Statements, as of 12/31/2011 (BRGAAP – Portuguese and English version) | |
|---|---|
| EVENT | DATE |
| Accessible to Stockholders and Submission to BM&F Bovespa, CVM and SEC. | 01/31/2012 |
| Banco Santander Individual Publication - BRGAAP | 01/31/2012 |
| Annual and Consolidated Financial Statements, as of 12/31/2011 (IFRS) | |
|---|---|
| EVENT | DATE |
| Accessible to Stockholders and Submission to BM&F Bovespa, CVM and SEC. | 03/30/2012 |
| Standardized Financial Statements (DFP), as of 12/31/2011 - BRGAAP Banco Santander - Individual | |
|---|---|
| EVENT | DATE |
| Submission to BM&F Bovespa and CVM | 01/31/2012 |
| Cash proceeds in the allocation of the result for fiscal year of 2011 (The distributions already made will be ratified at the Annual Shareholders’ Meeting) — Proceed | Event Base-Date | Amount (R$ Million) | Value in R$/1,000 Shares | Pay Day | ||
|---|---|---|---|---|---|---|
| ON | PN | UNIT | ||||
| Interest on Equity | 03/24/2011 | 600,000,000 | Gross R$ 1.43656022 | Gross R$ 1.58021625 | Gross R$ 158.02162460 | 08/29/2011 |
| Intermediary dividends | 05/31/2011 | 273,840,060 | R$ 0.65564623 | R$ 0.72121085 | R$ 72.12108515 | 08/29/2011 |
| Interim dividends | 05/31/2011 | 476,159,939 | R$ 1.14005405 | R$ 1.25405945 | R$ 125.40594525 | 08/29/2011 |
| Interest on Equity | 06/21/2011 | 550,000,000 | Gross R$ 1,3168469 | Gross R$ 1.4485316 | Gross R$ 144.8531559 | 08/29/2011 |
| Interim dividends | 06/21/2011 | 100,000,000 | R$ 0.2394267 | R$ 0.2633694 | R$ 26.3369370 | 08/29/2011 |
| Interest on Equity | 09/22/2011 | 400,000,000 | Gross R$ 0.959206070 | Gross R$ 1.055126680 | Gross R$105.512667850 | 02/25/2012 |
| Interim dividends | 12/21/2011 | 775,000,000 | R$ 1.859039920 | R$ 2.044943920 | R$ 204.494391600 | 02/25/2012 |
| Cash proceeds in the allocation of the result for fiscal year of 2012* (The distributions already made will be ratified at the Annual Shareholders’ Meeting) — Proceed | Event Base-Date | Amount (R$ Million) | Value in R$/1,000 Shares | Pay Day From | ||
|---|---|---|---|---|---|---|
| ON | PN | UNIT | ||||
| Interest on Equity | 03/28/2012 | 400,000,000 | Gross R$ 0.960000960 | Gross R$ 1.056001060 | Gross R$ 105.600105800 | 8/29/2012 |
| Intermediary dividends | 06/27/2012 | 490,000,000 | R$ 1.176335400 | R$ 1.293968940 | R$ 129.396894000 | 8/29/2012 |
| Interim dividends | 06/27/2012 | 410,000,000 | R$ 0.984280640 | R$ 1.082708700 | R$ 108.270870200 | 8/29/2012 |
| Interest on Equity | 06/27/2012 | 170,000,000 | Gross R$ 0.408116360 | Gross R$ 0.448928000 | Gross R$ 44.892799800 | 8/29/2012 |
- The distributions will be ratified at the Annual Shareholders’ Meeting on 2013.
| Reference Form as of 12/31/2012 | |
|---|---|
| EVENT | DATE |
| Submission to BM&F Bovespa and CVM | 05/31/2012 |
| Annual Information – 20F, as of 12/31/2012 | |
|---|---|
| EVENT | DATE |
| Submission to SEC, CVM, NYSE and BM&F Bovespa. | 03/30/2012 |
| Quarterly Financial Statements | |
|---|---|
| EVENT | DATE |
| Submission to BM&F Bovespa and CVM | |
| Referring to 1 st quarter | 04/26/2012 |
| Referring to 2 nd quarter | 07/26/2012 |
| Referring to 3 rd quarter | 10/25/2012 |
| Quarterly Financial Statements in English | |
|---|---|
| EVENT | DATE |
| Submission to SEC, NYSE and accessible to stockholders | |
| - Referring to 1 st quarter | 04/26/2012 |
| - Referring to 2 nd quarter | 07/26/2012 |
| - Referring to 3 rd quarter | 10/25/2012 |
| General Shareholders’ Meeting | |
|---|---|
| EVENT | DATE |
| Publication of the Call Notice | DOESP – January 07, 10 and 11, 2012 Valor Econômico – January 09, 10 and 11, 2012 |
| Submission of the Call Notice to BM&F Bovespa, CVM, SEC and accessible to stockholders accompanied by the Administrative Proposal. | 01/06 and 01/07,2012 |
| General Shareholders’ Meeting | 02/07/2012 |
| Submission of the Minutes of the General Shareholders’ Meeting to BM&F Bovespa, CVM, SEC and accessible to stockholders | 02/07/2012 |
| Annual and General Shareholders’ Meeting | |
| EVENT | DATE |
| Publication of the Call Notice | DOESP – March 24, 27 and 28, 2012 Valor Econômico - March 26, 27 and 28, 2012 |
| Submission of the Call Notice to BM&F Bovespa, CVM, SEC and accessible to stockholders accompanied by the Administrative Proposal. | 03/23/2012 and 03/26/2012 |
| Annual and General Shareholders’ Meeting | 04/25/2012 |
| Submission of the Minutes of the Annual Shareholders’ Meeting to BM&F Bovespa, CVM, SEC and accessible to stockholders | 04/25/2012 |
| General Shareholders’ Meeting | |
| EVENT | DATE |
| Publication of the Call Notice | DOESP – September 29 and October 02 and 03, 2012 and Valor Econômico – October 01, 02 and 03, 2012 |
| Submission of the Call Notice to BM&F Bovespa, CVM, SEC and accessible to stockholders accompanied by the Administrative Proposal. | 09/28/2012 |
| General Shareholders’ Meeting | 10/31/2012 |
| Submission of the Minutes of the General Shareholders’ Meeting to BM&F Bovespa, CVM, SEC and accessible to stockholders | 10/31/2012 |
| Board of Directors’ Meeting | |
|---|---|
| EVENT | DATE |
| Board of Directors’ Meeting: (i) to approve the proposal for amendment of the Company’s Bylaws, to preview the Compensation and Appointment Committee, as per to Resolution #3.921, dated November 25, 2010, of the Brazilian National Monetary Council. | 01/05/2012 |
| Submission of the Minutes of the Board of Directors’ Meeting to BM&F Bovespa, CVM, SEC and Accessible to Stockholders. | 01/06/2012 |
| EVENT | DATE |
| Board of Directors’ Meeting: (i) to a cknowledge of the activities conducted by the Audit Committee of the economic-financial conglomerate Santander in Brazil, as well as their interactions with the Company internal areas and the internal and the independent auditors of the Company, and the Report of the Audit Committee for the Company´s Financial Statements, all referred to the fiscal year ended on December 31, 2011; (ii) to approve the Company’s Financial Statements related to the fiscal year ended on December 31,2011, together with the Report of the Administration, the balance sheet, the statements of profit and loss, independent auditor´s opinion, and the Report of the Audit Committee; and the Tax Credit Realization Technical Study, for the purposes of the article 2, item 1 of the Circular # 3171, of December 30, 2002, of the Central Bank of Brazil; (iii) know the economics-financials results of the Company relative to January, 2012; (iv) approve the date of payment of interest on capital declared on the Board of Directors meeting held on September 22 and the respectively re-ratification on October 26, 2011, and of dividends declared on the Board of Directors meeting held on December, 21, 2011; (v) Appoint Mr. Ignacio Dominguez Adame as executive officer responsible for custody of securities area of the company before Comissão de Valores Mobiliários; (vi) know the resignation of Mr. Ramón Camino Puig Carbo to the position of Officer without specific denomination of the Company; and (vii) Ratify the exoneration of Marcos Matioli de Souza Vieira, as the Executive Director of the Company. | 01/30/2012 |
| Submission of the Minutes of the Board of Directors’ Meeting to BM&F Bovespa, CVM, SEC and Accessible to Stockholders. | 01/30/2012 |
| EVENT | DATE |
| Board of Directors’ Meeting: (i) approve the Ombudsman Report related to the second semester of 2011 and the corrective measures, for purposes of complying with the provisions of Article 31, items V and VI, of the Company’s Bylaws and article 2, items V and VI of Resolution # 3849 of March 25, 2010, issued by the National Monetary Council; and (ii) know the economics-financials results of the Company relative to February, 2012. | 02/29/2012 |
| Submission of the Minutes of the Board of Directors’ Meeting to BM&F Bovespa, CVM, SEC and Accessible to Stockholders. | 02/29/2012 |
| EVENT | DATE |
| Board of Directors’ Meeting: (i) Approve the election of the current members of the Company’s Audit Committee for a new term of office. | 03/16/2012 |
| Submission of the Minutes of the Board of Directors’ Meeting to BM&F Bovespa, CVM, SEC and Accessible to Stockholders. | 03/16/2012 |
| EVENT | DATE |
| Board of Directors’ Meeting: (i) Approve the proposal to general meeting the compensation of the Company administrators and the members of the Audit Committee regarding the year 2012; and (ii) appoint Mr. Eduardo Nunes Gianini to the position of member of the Compensation and Appointment Committee of the Company. | 03/23/2012 |
| Submission of the Minutes of the Board of Directors’ Meeting to BM&F Bovespa, CVM, SEC and Accessible to Stockholders. | 03/23/2012 |
| EVENT | DATE |
| Board of Directors’ Meeting: (i) Approve the proposal for declaration of Interest on Company’s Capital. | 03/28/2012 |
| Submission of the Minutes of the Board of Directors’ Meeting to BM&F Bovespa, CVM, SEC and Accessible to Stockholders. | 03/28/2012 |
| EVENT | DATE |
| Board of Directors’ Meeting: (i) Approve the Company’s Financial Statements regarding the 1 st quarter of 2012. | 04/25/2012 |
| Submission of the Minutes of the Board of Directors’ Meeting to BM&F Bovespa, CVM, SEC and Accessible to Stockholders. | 04/25/2012 |
| EVENT | DATE |
| Board of Directors’ Meeting: (i) know the actives of Global Banking & Markets area; e (ii) Acknowledge of the Company’s economic-financial results for April, 2012. | 05/31/2012 |
| Submission of the Minutes of the Board of Directors’ Meeting to BM&F Bovespa, CVM, SEC and Accessible to Stockholders. | 05/31/2012 |
| EVENT | DATE |
| Board of Directors’ Meeting: (i) Approve the proposal of declaration of Intermediary Dividends based on the Dividend Equalization Reserve account, and Interim Dividends as determined in the balance sheet of May 31 st , 2012, and Interest on Company’s Capital; (ii) approve the date of payment of Intermediary and Interim Dividends and Interest on Company’s Capital declared in a meetings of the Board of Directors held on March 28 th , 2012 and today; (iii) know the resignation of the Officer without specific designation; and (iv) Acknowledge of the Company´s economic-financial results for May, 2012. | 06/27/2012 |
| Submission of the Minutes of the Board of Directors’ Meeting to BM&F Bovespa, CVM, SEC and Accessible to Stockholders. | 06/27/2012 |
| EVENT | DATE |
| Board of Directors’ Meeting. | 06/21/2012 |
| Submission of the Minutes of the Board of Directors’ Meeting to BM&F Bovespa, CVM, SEC and Accessible to Stockholders. | 06/21/2012 |
| EVENT | DATE |
| Board of Directors’ Meeting. (a) Acknowledge of the activities conducted by the Audit Committee of the economic-financial conglomerate Santander in Brazil, as well as their interactions with the Company internal areas and the internal and the independent auditors of the Company, and the Report of the Audit Committee for the Company´s Financial Statements, all referred to the fiscal year ended on June 30, 2012; (b) approved (i) the Company’s Financial Statements related to the fiscal year ended on June 30, 2012, together with the Report of the Administration, the balance sheet, other parts of Financial Statements, independent auditor´s opinion, and the Report of the Audit Committee; and (ii) the Tax Credit Realization Technical Study; and (c) Acknowledge of resignation of Company’s officer without specific designation | 07/25/2012 |
| Submission of the Minutes of the Board of Directors’ Meeting to BM&F Bovespa, CVM, SEC and Accessible to Stockholders. | 07/25/2012 |
| EVENT | DATE |
| Board of Directors’ Meeting: (i) to approve the Company’s Buyback Program. | 08/24/2012 |
| Submission of the Minutes of the Board of Directors’ Meeting to BM&F Bovespa, CVM, SEC and Accessible to Stockholders. | 08/24/2012 |
| EVENT | DATE |
| Board of Directors’ Meeting: (i) approve the Ombudsman Report related to the first semester of 2012 and the corrective measures, | 08/27/2012 |
| Submission of the Minutes of the Board of Directors’ Meeting to BM&F Bovespa, CVM, SEC and Accessible to Stockholders. | 08/27/2012 |
| EVENT | DATE |
| Board of Directors’ Meeting. | 09/26/2012 |
| Submission of the Minutes of the Board of Directors’ Meeting to BM&F Bovespa, CVM, SEC and Accessible to Stockholders. | 09/26/2012 |
| EVENT | DATE |
| Board of Directors’ Meeting. | 10/24/2012 |
| Submission of the Minutes of the Board of Directors’ Meeting to BM&F Bovespa, CVM, SEC and Accessible to Stockholders. | 10/24/2012 |
| EVENT | DATE |
| Board of Directors’ Meeting. | 11/28/2012 |
| Submission of the Minutes of the Board of Directors’ Meeting to BM&F Bovespa, CVM, SEC and Accessible to Stockholders. | 11/28/2012 |
| EVENT | DATE |
| Board of Directors’ Meeting. | 12/19/2012 |
| Submission of the Minutes of the Board of Directors’ Meeting to BM&F Bovespa, CVM, SEC and Accessible to Stockholders. | 12/19/2012 |
| Quiet Period | |
|---|---|
| EVENT | DATE |
| - Referring to 4 th quarter of 2011 | From 01/16/2012 to 01/30/2012 |
| - Referring to 1 st quarter of 2012 | From 04/11/2012 to 04/25/2012 |
| - Referring to 2 nd quarter of 2012 | From 07/11/2012 to 07/25/2012 |
| - Referring to 3 rd quarter of 2012 | From 10/09/2012 to 10/24/2012 |
| Earnings Release | |
|---|---|
| EVENT | DATE |
| - Referring to 4 th quarter of 2011 | 01/31/2012 |
| - Referring to 1 st quarter of 2012 | 04/26/2012 |
| - Referring to 2 nd quarter of 2012 | 07/26/2012 |
| - Referring to 3 rd quarter of 2012 | 10/25/2012 |
| C onference Call and Webcast (in English and Portuguese) | |
| EVENT | DATE |
| - Referring to 4 th quarter of 2011 | 01/31/2012 |
| - Referring to 1 st quarter of 2012 | 04/26/2012 |
| - Referring to 2 nd quarter of 2012 | 07/26/2012 |
| - Referring to 3 rd quarter of 2012 | 10/25/2012 |
| Public Meeting with Analysts and Shareholders | |
| EVENT | DATE |
| Public Meeting with Analysts and Shareholders | 03/13/2012 – São Paulo - SP (Brazil) Santander Tower Avenue Presidente Juscelino Kubitschek nº 2041 and 2235 – Bloco A Time: 3:00 p.m. (Brasilia’s Time) |
| 03/15/2012 – Rio de Janeiro – RJ (Brazil) Bolsa de Valores do Rio de Janeiro Praça XV de Novembro, 20, Centro Time: 3:00 p.m. (Brasilia’s Time) | |
| 04/04/2012 – Curitiba – PR (Brazil|) Expo Unimed Curitiba R. Prof. Pedro Viriato Parigot de Souza, 5.300 Time: 4:00p.m. (Brasilia´s Time) | |
| 05/08/2012 – Salvador – BA (Brazil) Hotel Fiesta Avenida Antônio Carlos Magalhães, 711 Time: 7:00p.m. (Brasilia´s Time) | |
| 08/17/2012 – Brasília – DF (Brazil) Centro de Convenções Brasil 21 SHS Quadra 06, Lote 01, Conjunto A, Setor Hoteleiro Sul Time: 4:00p.m. (Brasilia´s Time) | |
| 11/29/2012 – Porto Alegre – RS (Brazil) PUC – RS Avenida Ipiranga, 6681 Time: 7:00p.m. (Brasilia´s Time) |
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: November 23, 2012
| Banco Santander (Brasil) S.A. | |
|---|---|
| By: | / S / Amancio Acurcio Gouveia |
| Amancio Acurcio Gouveia Officer Without Specific Designation |
| By: |
|---|
| Carlos Alberto Lopéz Galán Vice - President Executive Officer |