Corporate Governance Standards for Banks

Table of Contents

INTRODUCTION... 3

1. DEFINITIONS ... 3
2. RESPONSIBILITIES OF THE BOARD ... 6
3. BOARD COMPOSITION AND QUALIFICATIONS ... 10
4. BOARD STRUCTURE AND COMMITTEES ... 12
5. SENIOR MANAGEMENT ... 16
6. TRANSACTIONS WITH RELATED PARTIES ... 17
7. GROUP STRUCTURE ... 18
8. RISK MANAGEMENT ... 19
9. INTERNAL CONTROL, COMPLIANCE AND INTERNAL AUDIT ... 20
10. FINANCIAL REPORTING AND EXTERNAL AUDIT ... 20
11. OUTSOURCING ... 20
12. COMPENSATION ... 20
13. DISCLOSURE AND TRANSPARENCY ... 23

INTRODUCTION

1. These Standards form part of the Corporate Governance Regulation (Circular No. 83/2019). All Banks must comply with these Standards, which expand on the Regulation. These Standards are mandatory and enforceable in the same manner as the Regulation.

2. The Standards follow the structure of the Regulation, with each article corresponding to the specific article in the Regulation.

1. DEFINITIONS

1. Affiliate: An entity owned by another entity by more than 25% and less than 50% of its capital.

2. Bank: Any juridical person licensed in accordance with the provisions of the Central Bank Law, to primarily carry on the activity of taking deposits, and any other Licensed Financial Act...