BRASIL INSURANCE PARTICIPAÇÕES E ADMINISTRAÇÃO S.A.
CORPORATE TAXPAYER’S ID (CNPJ/MF): 11.721.921/0001-60
COMPANY REGISTRY (NIRE): 35.300.442.377
Publicly-held company
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON MAY 12, 2014
1.
Date, time and venue: May 12, 2014, at 10:00 a.m., at the Company’s
headquarters, at Alameda Santos, 1787, 5ª andar, Cerqueira Cesar, CEP 01419-002,
in the city and state of São Paulo.
2.
Call notice and attendance: Call notice was waived due to the presence of
all members of the Company’s Board of Directors.
3.
Presiding: Chairman: Fábio Franchini; Secretary: Antônio José Lemos
Ramos.
4.
Agenda: i) Election of the members of the Investment Committee; ii)
Election of the members of the Compensation Committee; (iii) Creation of the
Audit Committee; and (iv) Creation of the Communications Committee.
5.
Resolutions: The Meeting was called to order, and the Chairman clarified
to the Board members that these minutes would be drawn up in summary format,
and that the Board members were entitled to the right to express their opinions
and dissent, pursuant to the law.
5.1
After discussing the item i on the agenda, the Board members unanimously
approved the election of the following members of the Investment Committee,
with term of office of one (1) year, reelection allowed:
1 - Farid Eid Filho;
2 - David Peter Trezies;
3 - Antônio José Lemos Ramos
5.2
Among the members hereby elected, Farid Eid Filho will act as the
Chairman of the Investment Committee.
5.3
The members of the Investment Committee hereby elected and in
attendance at the Meeting, declare that they are not involved in any of the crimes
that prevent them from exercising their duties, especially those set forth in
paragraph 1 of Article 147, of Law 6404/76, and effectively take office by signing the
instrument of investiture drawn up in the Company’s records and filed at the
Company’s headquarters.
5.4
After discussing the item ii on the agenda, the Board members
unanimously approved the election of the following members of the Compensation
Committee, with term of office of one (1) year, reelection allowed:
1- David Peter Trezies;
2- Miguel Roberto Gherrize
3- Fábio Franchini
5.5
Among the members hereby elected, David Peter Trezies will act as the
Chairman of the Compensation Committee.
5.6
The members of the Compensation Committee hereby elected and in
attendance at the Meeting, declare that they are not involved in any of the crimes
that prevent them from exercising their duties, especially those set forth in
paragraph 1 of Article 147, of Law 6404/76, and effectively take office by signing the
instrument of investiture drawn up in the Company’s records and filed at the
Company’s headquarters.
5.7
In compliance with item 6.1 of the Internal Regulations of the
Compensation Committee, the members hereby elected declare to be aware of and
to agree with all terms set forth in the Compensation Committee’s Internal
Regulations.
5.8
The Board members approved, pursuant to Article 14 of the Company’s
Bylaws, the creation of the Audit Committee as a body of assistance to the Board of
Directors.
5.9
The Board members approved, pursuant to Article 14 of the Company’s
Bylaws, the creation of the Communications Committee as a body of assistance to
the Board of Directors.
6. Closure: There being no further matters to address, the Meeting was adjourned
and these minutes were drawn up, read and signed by all attending members.
7.
Attending Board Members: Fábio Franchini, Antônio José Lemos, Ramos,
Miguel Roberto Gherrize, Farid Eid Filho and David Peter Trezies. This is a free
English translation of the minutes drawn up at the Company’s records.
São Paulo, May 12, 2014.
______________________________________
Fábio Franchini
Chairman
______________________________________
Antônio José Lemos Ramos
Secretary
Attending Board members:
_________________________________
Fábio Franchini
______________________________________
Antônio José Lemos Ramos
_________________________________
Miguel Roberto Gherrize
___________________________
Farid Eid Filho
_________________________________
David Peter Trezies
(continuation of the page of signatures of the Minutes of the Board of Directors’ Meeting of Brasil
Insurance Participações e Administração S.A., held on May 12, 2014)
Elected members of the Investment Committee:
_________________________________
Farid Eid Filho
______________________________________
Antônio José Lemos Ramos
_________________________________
David Peter Trezies
Elected members of the Compensation Committee:
_________________________________
David Peter Trezies
______________________________________
Miguel Roberto Gherrize
_________________________________
Fábio Franchini
BRASIL INSURANCE PARTICIPAÇÕES E ADMINISTRAÇÃO S.A.
CORPORATE TAXPAYER’S ID (CNPJ/MF): 11.721.921/0001-60
COMPANY REGISTRY (NIRE): 35.300.442.377
INSTRUMENT OF INVESTITURE OF MEMBER OF THE INVESTMENT
COMMITTEE
DAVID PETER TREZIES, British, married, executive, resident and domiciled in the
United Kingdom and North Ireland, with address at The Old Rectory, Green Lane,
Rackenford, Tiverton, Devon, EX16 8ED – UK., bearer of British passport number
108636867, herein takes office, by signing this Instrument of Investiture, as
Member of the Investment Committee of the Company, position for which he was
elected on May 12, 2014, with term of office of one (1) year, with all powers, rights
and obligations attributed to him as provided by law and the Bylaws. The member
hereby invested declares, under penalty of law, that (i) he is not prevented by
special law, or sentenced by bankruptcy, prevarication, bribe, graft, embezzlement
crime or crime against the welfare, public faith or property, or by criminal
sentence preventing, even if temporarily, the access to public offices, as set forth in
paragraph 1 of Article 147 of Law 6,404/76; (ii) he is not subject to penalty of
temporary suspension or disqualification applied by the Brazilian Securities and
Exchange Commission, which makes him not eligible for management position at
publicly-held companies, as set forth in paragraph 2 of Article 147 of Law
6,404/76; (iii) he meets the reputation requirements set forth in paragraph 3 of
Article 147 of Law 6,404/76; and (iv) he does not hold office in a company that
may be deemed a competitor of the Company, and has no, nor represents a, conflict
of interest with the Company’s interests, pursuant to items I and II of paragraph 3
of Article 147 of Law 6,404/76.
São Paulo, May 12, 2014.
_____________________________________________________________
DAVID PETER TREZIES
BRASIL INSURANCE PARTICIPAÇÕES E ADMINISTRAÇÃO S.A.
CORPORATE TAXPAYER’S ID (CNPJ/MF): 11.721.921/0001-60
COMPANY REGISTRY (NIRE): 35.300.442.377
INSTRUMENT OF INVESTITURE OF MEMBER OF THE INVESTMENT
COMMITTEE
FARID EID FILHO, Brazilian, married under a separation of property regime,
insurance broker, bearer of identity document number 8.280.810, issued by
SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under number
069.118.958-71, resident and domiciled in the city and state of São Paulo at Rua
Malvinas, nº 340, Jardim Guedala, CEP 05609-010, herein takes office, by signing
this Instrument of Investiture, as Chairman of the Investment Committee of the
Company, position for which he was elected on May 12, 2014, with term of office of
one (1) year, with all powers, rights and obligations attributed to him as provided
by law and the Bylaws. The member hereby invested declares, under penalty of
law, that (i) he is not prevented by special law, or sentenced by bankruptcy,
prevarication, bribe, graft, embezzlement crime or crime against the welfare,
public faith or property, or by criminal sentence preventing, even if temporarily,
the access to public offices, as set forth in paragraph 1 of Article 147 of Law
6,404/76; (ii) he is not subject to penalty of temporary suspension or
disqualification applied by the Brazilian Securities and Exchange Commission,
which makes him not eligible for management position at publicly-held companies,
as set forth in paragraph 2 of Article 147 of Law 6,404/76; (iii) he meets the
reputation requirements set forth in paragraph 3 of Article 147 of Law 6,404/76;
and (iv) he does not hold office in a company that may be deemed a competitor of
the Company, and has no, nor represents a, conflict of interest with the Company’s
interests, pursuant to items I and II of paragraph 3 of Article 147 of Law 6,404/76.
São Paulo, May 12, 2014.
_____________________________________________________________
FARID EID FILHO
BRASIL INSURANCE PARTICIPAÇÕES E ADMINISTRAÇÃO S.A.
CORPORATE TAXPAYER’S ID (CNPJ/MF): 11.721.921/0001-60
COMPANY REGISTRY (NIRE): 35.300.442.377
INSTRUMENT OF INVESTITURE OF MEMBER OF THE INVESTMENT
COMMITTEE
ANTÔNIO JOSÉ LEMOS RAMOS, Brazilian, entrepreneur, married under a partial
community property regime, bearer of identity document number 25.072.000-0,
issued by SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under
number 248.664.858-50, resident and domiciled in the city and state of São Paulo,
with office at Alameda Santos, 1.787 – 5º andar, Cerqueira Cesar, CEP 01419-002,
herein takes office, by signing this Instrument of Investiture, as Member of the
Investment Committee of the Company, position for which he was elected on May
12, 2014, with term of office of one (1) year, with all powers, rights and obligations
attributed to him as provided by law and the Bylaws. The member hereby invested
declares, under penalty of law, that (i) he is not prevented by special law, or
sentenced by bankruptcy, prevarication, bribe, graft, embezzlement crime or crime
against the welfare, public faith or property, or by criminal sentence preventing,
even if temporarily, the access to public offices, as set forth in paragraph 1 of
Article 147 of Law 6,404/76; (ii) he is not subject to penalty of temporary
suspension or disqualification applied by the Brazilian Securities and Exchange
Commission, which makes him not eligible for management position at publiclyheld companies, as set forth in paragraph 2 of Article 147 of Law 6,404/76; (iii) he
meets the reputation requirements set forth in paragraph 3 of Article 147 of Law
6,404/76; and (iv) he does not hold office in a company that may be deemed a
competitor of the Company, and has no, nor represents a, conflict of interest with
the Company’s interests, pursuant to items I and II of paragraph 3 of Article 147 of
Law 6,404/76.
São Paulo, May 12, 2014.
_____________________________________________________________
ANTÔNIO JOSÉ LEMOS RAMOS
BRASIL INSURANCE PARTICIPAÇÕES E ADMINISTRAÇÃO S.A.
CORPORATE TAXPAYER’S ID (CNPJ/MF): 11.721.921/0001-60
COMPANY REGISTRY (NIRE): 35.300.442.377
INSTRUMENT OF INVESTITURE OF MEMBER OF THE COMPENSATION
COMMITTEE
DAVID PETER TREZIES, British, married, executive, resident and domiciled in the
United Kingdom and North Ireland, with address at The Old Rectory, Green Lane,
Rackenford, Tiverton, Devon, EX16 8ED – UK., bearer of British passport number
108636867, herein takes office, by signing this Instrument of Investiture, as
Chairman of the Compensation Committee of the Company, position for which he
was elected on May 12, 2014, with term of office of one (1) year, with all powers,
rights and obligations attributed to him as provided by law and the Bylaws. The
member hereby invested declares, under penalty of law, that (i) he is not
prevented by special law, or sentenced by bankruptcy, prevarication, bribe, graft,
embezzlement crime or crime against the welfare, public faith or property, or by
criminal sentence preventing, even if temporarily, the access to public offices, as
set forth in paragraph 1 of Article 147 of Law 6,404/76; (ii) he is not subject to
penalty of temporary suspension or disqualification applied by the Brazilian
Securities and Exchange Commission, which makes him not eligible for
management position at publicly-held companies, as set forth in paragraph 2 of
Article 147 of Law 6,404/76; (iii) he meets the reputation requirements set forth
in paragraph 3 of Article 147 of Law 6,404/76; and (iv) he does not hold office in a
company that may be deemed a competitor of the Company, and has no, nor
represents a, conflict of interest with the Company’s interests, pursuant to items I
and II of paragraph 3 of Article 147 of Law 6,404/766.
São Paulo, May 12, 2014.
__________________________________________
DAVID PETER TREZIES
BRASIL INSURANCE PARTICIPAÇÕES E ADMINISTRAÇÃO S.A.
CORPORATE TAXPAYER’S ID (CNPJ/MF): 11.721.921/0001-60
COMPANY REGISTRY (NIRE): 35.300.442.377
INSTRUMENT OF INVESTITURE OF MEMBER OF THE COMPENSATION
COMMITTEE
MIGUEL ROBERTO GHERRIZE , Brazilian, married under a community property
regime, bearer of identity document number 25.630.050, issued by SSP/SP,
inscribed in the roll of individual taxpayers (CPF/MF) under number 107.140.30872, resident and domiciled in the city and state of São Paulo at Rua Joaquim José
Estevez, nº 60, apto. 192 C, Santo Amaro, CEP 04740-000, herein takes office, by
signing this Instrument of Investiture, as Member of the Compensation Committee
of the Company, position for which he was elected on May 12, 2014, with term of
office of one (1) year, with all powers, rights and obligations attributed to him as
provided by law and the Bylaws. The member hereby invested declares, under
penalty of law, that (i) he is not prevented by special law, or sentenced by
bankruptcy, prevarication, bribe, graft, embezzlement crime or crime against the
welfare, public faith or property, or by criminal sentence preventing, even if
temporarily, the access to public offices, as set forth in paragraph 1 of Article 147
of Law 6,404/76; (ii) he is not subject to penalty of temporary suspension or
disqualification applied by the Brazilian Securities and Exchange Commission,
which makes him not eligible for management position at publicly-held companies,
as set forth in paragraph 2 of Article 147 of Law 6,404/76; (iii) he meets the
reputation requirements set forth in paragraph 3 of Article 147 of Law 6,404/76;
and (iv) he does not hold office in a company that may be deemed a competitor of
the Company, and has no, nor represents a, conflict of interest with the Company’s
interests, pursuant to items I and II of paragraph 3 of Article 147 of Law 6,404/76.
São Paulo, May 12, 2014.
__________________________________________
MIGUEL ROBERTO GHERRIZE
BRASIL INSURANCE PARTICIPAÇÕES E ADMINISTRAÇÃO S.A.
CORPORATE TAXPAYER’S ID (CNPJ/MF): 11.721.921/0001-60
COMPANY REGISTRY (NIRE): 35.300.442.377
INSTRUMENT OF INVESTITURE OF MEMBER OF THE COMPENSATION
COMMITTEE
FABIO FRANCHINI, Brazilian, entrepreneur, married under a partial community
property regime, bearer of identity document number 12.178.334, issued by
SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under number
099.642.948-49, resident and domiciled in the city and state of São Paulo at Rua
João Otávio dos Santos, nº 81, Chácara Monte Alegre, CEP 04645-050, herein takes
office, by signing this Instrument of Investiture, as Member of the Compensation
Committee of the Company, position for which he was elected on May 12, 2014,
with term of office of one (1) year, with all powers, rights and obligations
attributed to him as provided by law and the Bylaws. The member hereby invested
declares, under penalty of law, that (i) he is not prevented by special law, or
sentenced by bankruptcy, prevarication, bribe, graft, embezzlement crime or crime
against the welfare, public faith or property, or by criminal sentence preventing,
even if temporarily, the access to public offices, as set forth in paragraph 1 of
Article 147 of Law 6,404/76; (ii) he is not subject to penalty of temporary
suspension or disqualification applied by the Brazilian Securities and Exchange
Commission, which makes him not eligible for management position at publiclyheld companies, as set forth in paragraph 2 of Article 147 of Law 6,404/76; (iii) he
meets the reputation requirements set forth in paragraph 3 of Article 147 of Law
6,404/76; and (iv) he does not hold office in a company that may be deemed a
competitor of the Company, and has no, nor represents a, conflict of interest with
the Company’s interests, pursuant to items I and II of paragraph 3 of Article 147 of
Law 6,404/76.
São Paulo, May 12, 2014.
__________________________________________
FABIO FRANCHINI