BANCO PANAMERICANO S.A.
Corporate Taxpayer’s ID (CNPJ/MF): 59.285.411/0001-13
Company Registry (NIRE): 35.300.012.879
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON DECEMBER 6, 2010
DATE AND PLACE: On December 6, 2010, at 4:00 p.m., at the Company’s headquarters
located at Avenida Paulista, nº 2240, in the city and state of São Paulo.
ATTENDANCE: All members of the Company’s Board of Directors were present, with the
exception of Antonio Carlos Mousinho Saraiva, who justified his absence as being in
Brasília on business.
PRESIDING: The Meeting was presided over by the Chairwoman of the Board of Directors,
Ms. Maria Fernanda Ramos Coelho, with Dr. Otto Steiner Junior, the Vice Chairman of
the Board, acting as the secretary.
CALL NOTICE: by letter sent to the Board members, in accordance with article 24 of the
Company's Bylaws.
Agenda: To resolve on: (i) definition of the Audit Committee; (ii) definition of operating
and product agreements between Caixa Econômica Federal (CEF) and the Bank; (iii)
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definition of guidelines for the Business Plan for the coming years; (iv) presentation of the
Bank’s performance in November 2010; and (v) other matters of interest to the
company.
Resolutions: After discussing the matters on the Agenda, the Board members
unanimously approved:
(i) to elect the following members to the Company’s Audit Committee for a term of two
(2) years until the Annual Shareholders’ Meeting that will approve the financial
statements for the fiscal year ended December 31, 2012: (ii) Mr. Otto Steiner Junior,
Brazilian, married, lawyer, bearer of ID Card (RG) 13.998.774-5 SSP/SP, inscribed in the
Individual Taxpayers Register (CPF/MF) under number 077.899.719-72, resident and
domiciled in the city and state of São Paulo, with office address at Rua Estela, nº 515,
Bloco D, 10º andar, as Chairman of the Audit Committee; (b) Mr. Antonio Carlos Rovai,
Brazilian, married, economist, bearer of ID Card (RG) 5.805.562 - SSP/SP, inscribed in the
Individual Taxpayers Register (CPF/MF) under number 760.333.688-00, resident and
domiciled in the city and state of São Paulo, with office address at Avenida Francisco
Matarazzo, 1400, Torre Torino, 20o andar, conjunto 201, Água Branca, as member of the
Audit Committee with proven knowledge of accounting and auditing, both names
indicated by companies belonging to the Silvio Santos Group; and Mr. Marcos Wagner
da Fonseca, Brazilian, married, economist, bearer of ID Card (RG) 19.171.457-4 – SSP/SP,
inscribed in the Individual Taxpayers Register (CPF/MF) under number 103.309.908-29,
resident and domiciled in the city of Curitiba, state of Paraná, with office address at Av.
Pref. Lothário Meissner, 632, 2o andar, Jardim Botânico, as member of the Audit
Committee indicated by CAIXAPAR. As a result of this election, the following points were
defined:
a) The Audit Committee will report to the Vice-Chairman of the Board of Directors;
b) The Internal Audit Department will report to the Audit Committee; and
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c) At each meeting of the Board of Directors, the Vice-Chairman will present a report of
the Audit Committee’s findings.
(ii) Definition of operating and product agreements between Caixa Econômica Federal
and the Company.
A Business Integration Committee will be established in accordance with Clause 4.10 of
the Shareholders Agreement, whose members will be indicated by the Board of
Directors. The Committee will be responsible for identifying and capturing all the
synergies between the products and services offered by the Institutions.
The products with priority for the first group of synergies are:
- Real Estate Loans – Distribution by Panamericano
- DPGE – Distribution by CEF
- Payroll Deductible Loans - Distribution by Panamericano in companies with
agreements with CEF, through brokers.
- Advances to Suppliers – Distribution by Panamericano
- Corporate Leasing – Distribution by CEF
- Cards - Prepaid cards for CEF’s pawn-shop clients and, banking services for
merchants using co-branded cards
(iii) Definition of guidelines for the Business Plan in the coming years. According to
projections and existing projects, the credit portfolio should reach R$14 billion by the
end of 2011. For this, the teams from the Company and the CEF should draw up a
special plan to generate funding to make this growth possible.
(iv) Presentation of the Company’s performance in November 2010.
The evolution of the lending and funding operations was presented.
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(v) Other matters:
a) In order to facilitate the understanding and readability, the Company shall look into
the possibility of publishing together with the financial statements and the independent
auditors’ report for the three months ended September 30, 2010, an accounting
statement for November containing the required adjustments.
b) An Extraordinary Shareholders’ Meeting will be called to define the Company’s new
Bylaws in order to include the terms of the Shareholders' Agreement signed on July 26,
2010. The Bylaws must necessarily reflect the new organizational chart of the Executive
Board and describe its duties, while also permanently defining the Fiscal Council.
c) The Board agreed that the Company shall devise policies on risk management as well
as policies and rules for transactions with related parties.
d) Studies shall be made about the performance and results obtained so far in the
middle market segment. The result of this study shall be presented at the next Board of
Directors’ Meeting.
e) The Board of Directors shall meet on an extraordinary basis, twice monthly, on Fridays.
The next meeting was scheduled for December 17, 2010.
CLOSURE: There being no further business to be discussed, these Minutes were drawn up,
approved and signed by all the Board members, with the exception of Mr. Antonio
Carlos Mousinho Saraiva.
Presiding: Maria Fernanda Ramos Coelho – Chairwoman;
Otto Steiner Junior – Secretary. Board members in attendance: Maria Fernanda Ramos
Coelho, Otto Steiner Junior, Marcos Roberto Vasconcelos, Celso Antunes da Costa,
Marcio Percival Alves Pinto, Fabio Lenza, Marco Antonio Belém da Silva, Renato
Pasqualin Sobrinho, Roy Martelanc – Independent Member, Marcos Antonio Macedo
Cintra – Independent Member.
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Presiding:
__________________________________
__________________________________
Maria Fernanda Ramos Coelho
Otto Steiner Junior
Chairwoman
Secretary
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Board members in attendance:
__________________________________
__________________________________
Maria Fernanda Ramos Coelho
Otto Steiner Junior
__________________________________
__________________________________
Marcos Roberto Vasconcelos
Celso Antunes da Costa
__________________________________
__________________________________
Marcio Percival Alves Pinto
Fabio Lenza
__________________________________
__________________________________
Marco Antonio Belém da Silva
Renato Pasqualin Sobrinho
__________________________________
__________________________________
Roy Martelanc
Marcos Antonio Macedo Cintra
Independent Member
Independent Member
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(Signature Page of the Board of Directors' Meeting of Banco Panamericano S.A. held on December 6, 2010,
at 4:00 p.m.)
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