Banco do Brasil - OECD · The 2011 Meeting of the Latin American Network on Corporate Governance of...
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The 2011 Meeting of the Latin American Network on Corporate Governance of State-Owned Enterprises Banco do Brasil
Transcript of Banco do Brasil - OECD · The 2011 Meeting of the Latin American Network on Corporate Governance of...
The 2011 Meeting of the Latin American Network on
Corporate Governance of State-Owned Enterprises
Banco do Brasil
1. The largest Bank in Brazil
2. Novo Mercado – present the main requirements that BB had to
fulfill in order to improve its Governance.
3. Next Challenges - what the steps BB will have to take in order
to improve its Governance in a thougher regulatory scenario
Agenda
The Largest Bank in Brazil
1H11
904.1
396.2
421.3
421.4
Market
Share
20.9
26.0
19.6
22.3
Total Deposits
Total Assets
Credit
Asset Management
R$ billion
1H11
5.1
55,200
112.9
57.3
Clients
Branch Network
Employees
ATM
thousand
Str
en
gh
ts
Str
uctu
re
6.05.1
8.8
10.1
12.9
5.1
6.3
3.7
5.96.7
8.5
12.4
4.4
6.2
32.1
22.5
32.530.7
27.028.7
25.4
19.5
26.1
24.7 25.8 24.6 24.6 24.9
2006 2007 2008 2009 2010 1H10 1H11
Net Income Recurring Net Income ROE - % Recurring ROE - %
R$ billion
Net
Inc
om
e
Ownership Structure and Public Function
“To be a competitive and profitable
bank, promoting the sustainable
development of Brazil and fullfilling
its public function in an efficient
manner”
BB's vocation as an instrument of public policies has a
focus on the sustainable development of the country
and community interests.
National Treasury
Previ
Foreign Investors
Others
Ownership Structure
Mission 59.2%
10.4%
16.5%
14.0%
Listing Requirements:
– Capital stock solely represented by common shares (voting shares);
– Two-year unified mandate for the entire Board of Directors, which must have five
members at least, of which 20% shall be independent members;
– 100% tag along;
– Disclosure of balance sheets according to the USGAAP or IFRS standards;
– Maintenance of a minimum free float, equivalent to 25% of the capital;
– Market Arbitration Panel for conflict resolutions between investors and companies.
Novo Mercado
Listing segment designed for shares issued by companies that voluntarily undertake to abide by
corporate governance practices in addition to those requested by the Brazilian Law
Transparency, accountability and equitable
treatment of shareholders
Listed since May, 2006 The only bank listed on Novo Mercado
Secondary offering of shares: free float from 6,9% to 14,8%
Primary offering of shares - R$ 9,8 bi / free float - 30,4%
ADR Program Level 1
* Program for the Strengthening of Federal Financial Institutions
2001
2002
2006
2006
2007
2009
2009
2010
Balance sheets according to the USGAAP standards
Secondary offering of shares : free float from 14,8% to 21,7%
BB joins the Novo Mercado
Conversion of the preferred shares (PN) into ordinary shares (ON) in the proportion of 1PN = 1.1 ON
PFIFF*: First steps to meet the requirements demanded for future adhesion to the Novo Mercado
Corporate Governance Improvements
Ibovespa Banco do Brasil Bradesco Itaú Santander*
BBAS3:
• 7th most negotiated share/ 3rd among banks;
• Average volume negotiated has grown 691% since 2006;
• Weight in Ibovespa Index: from 1.7% (June, 2006) to 2.5% (June, 2011);
• Best performance among its peers.
102.9% Shares performance after BB joined Novo Mercado
Shares Performance
May,
2006
June,
2011
Organizational Structure
Board of Officers President
Vice-President
Officer
Vice-President Vice-President Vice-President Vice-President Vice-President
Officer Officer
Officer
Officer Officer
...
...
Executive Board
Board of Directors
Shareholders General Meeting
Board of Auditors
Audit Committee
. . .
Internal Audit
OPERATIONAL
ADMINISTRATION
BOARD OF OFFICERS
Pa
rtic
ipa
tio
n o
f O
ffic
ers
CREDIT
OPERATIONS
CREDIT
OPERATIONS
EMPLOYEES
ASSIGNMENT
RESOURCES
BUSINESS AND
COMUNICATION ANTI MONEY
LAUNDRY CREDIT LIMIT
HIGHER
DISCIPLINARY BODY
CHANNELS
LABOUR
AGREEMENT
GLOBAL RISK
INFORMATION
SECURITY
CREDIT RISK MARKET AND
LIQUIDITY
OPERATIONAL
RISK
COST MANAGEMENT
AND OPERATIONAL
EFFICIENCY
Strategic Committees
ASSETS AND
LIABILITIES AND
LIQUIDITY
MANAGEMENT
ASSETS AND
LIABILITIES AND
LIQUIDITY
MANAGEMENT
INFORMATION
TECHNOLOGY
INFORMATION
TECHNOLOGY
DISCLOSURE
INTERNAL
CONTROL HIGHER ETHICS
BODY
INTERNATIONAL
BUSINESS
COMMITTEE SUBCOMMITTEE COMMISSION
2009
BB launchs its Level 1 ADR
Program on the US OTC
Market
Next Challenges
Next Future
Joining ADR Level II and
Level III Programs
Creating the internal controls required for compliance with Sarbanes-Oxley
(SOX) Section 404
Sarbanes
Oxley - SOX
Basell II / III Strengthening management and risk governance practices
Main benefits
• Better capital allocation decisions;
• Lower capital costs;
• Credibility with clients, investors, market analysts and other
stakeholders.
The adoption of significantly high corporate governance
standards required by Novo Mercado has maximized
management efficiency and broadened minority
shareholders´ rights, leading Banco do Brasil to the top
of Brazilian banking system.
Banco do Brasil S.A.
Strategy and Organization Directorship
SBS Ed. Sede III 18th floor
Brasília (DF) - Brazil
