Management Board

Board of Directors

The board of directors is the supervisory board of the Bank as set out in our by-laws and in applicable legislation. The board of directors is responsible for guiding the business of the Bank and its subsidiary and associated companies in Brazil.

Since September 2, 2009, and as provided for in our by-laws, the board of directors is comprised of a minimum of five and a maximum of twelve members, elected at the shareholders’ meeting for terms of two years. A minimum of 20.0% of the members of the board of directors must be independent directors. The board of directors has a Chairman and a Vice Chairman each elected at the general shareholders’ meeting by majority vote.

The Board shall meet, ordinarily, 9 (nine) times a year and, extraordinarily, whenever called by the Board Chairman.

The current members of the board of directors were appointed at the ordinary and extraordinary shareholders’ meeting held on April 28, 2023, June 30, 2023, April 26, 2024, August 30, 2024, and January 17, 2025. The term of office of the members of the board of directors will expire at the investiture of the Board of Directors members elected in the Ordinary General Meeting held on April 25, 2025.

Pursuant to Brazilian law, the election of each member of the board of directors must be approved by the Brazilian Central Bank so that they can take office.

Board of Executive Officers

Our executive officers are responsible for the management of the Bank.

Our executive office is comprised of a minimum of two members and a maximum of seventy-five members, elected by our board of directors for terms of two years, one of them must be designated as our president, and the others may be appointed as senior vice-president executive officers, vice-president executive officers, investor relations officer, executive officers and officers without specific designation. Certain of our executive officers are also members of the boards of executive officers and boards of directors of our subsidiaries.

The executive officers shall meet as often as required by the CEO or by the officer designated by him. The term of the executive officers will expire upon the investiture of the Officers elected at the first board of directors meeting following the ordinary general shareholders’ meeting, which has been held on April 28, 2025.

Pursuant to Brazilian law, the election of each member of the Board of Executive Officers must be approved by the Brazilian Central Bank so that they can take office.

Audit Committee

According to Brazilian Central Bank regulations (Resolution 3,198/2004 of the CMN), an audit committee is a statutory board, separate from the board of directors, created by a shareholders’ resolution.The members of the audit committee may be members of the board of directors, provided that they meet certain independence requirements. All members of our audit committee meet such independence requirements. In addition, under Brazilian law, the function of hiring independent auditors is reserved for the board of directors. As a result, our board of directors functions as our audit committee for the purpose of approving, on a case-by-case basis, any engagement of our independent auditors for audit and non-audit services provided to our subsidiaries or to us. Except in these respects, our audit committee performs the functions of audit committees of U.S. companies.

Our by-laws require that our audit committee be composed of three to six members, each of whom is elected by the board of directors, among persons, members of the board of directors or not, who meet all statutory and regulatory requirements for the exercise of their office, including any requirements to ensure their independent judgment, one of them with a demonstrable knowledge of the accounting and audit practice, which shall serve for a one-year term and may be reelected for up to four consecutive times, pursuant to applicable legislation, up to a maximum five-year term of office. One of the members of the audit committee shall be designated by our board of directors as the audit committee’s coordinator. At least one member of the audit committee must have proven knowledge in the areas of accounting and auditing (financial expert).

Our audit committee has the following functions:

• To advise the board of directors on the engagement or replacement of the external auditor;
• To assess the quality of the financial statements, the senior management reports, the explanatory notes and the independent auditor’s report, as well as other material financial information disclosed and sent to the regulatory bodies;
• To evaluate the effectiveness of the independent and internal audits, including in regard to compliance with normative provisions applicable to us, in addition to internal regulation and codes;
• To evaluate the fulfillment by our management of the recommendations made by the external or internal auditors;
• To prepare, at the end of the six-month period ended on June 30 and December 31 every year, the report of the audit committee, meeting the applicable legal and regulatory provisions;
• To receive and review the reports required by the regulatory bodies concerning the activities of the ombudsman, on the base dates of June 30 and December 31 or when a material event is identified.

Banco Santander‘s Audit Committee holds meetings at least once a month and also meets whenever its corporate interests so require. The decisions of the Audit Committee are taken by a majority of votes at a meeting where a majority of the elected members of the Audit Committee are present.

The following table presents the names and positions of the members of the Audit Committee.

Risks and Compliance Committee

The Risk and Compliance Committee is an advisory body whose responsibility is to advise the Company’s Board of Directors on matters related to policies, operational guidelines and methodologies for capital allocation, risk management and exposure limits, observing the applicable legislation, in addition to providing advice on compliance practices to improve Santander Brasil’s management in terms of transparency and compliance monitoring.

The Risk and Compliance Committee is composed of a minimum of 3 and a maximum of 5 members, and will be mainly composed of members who:

• Are not and have not been employees of the Company in the last six months prior to their appointment;
• Are not spouses or relatives (directly or collateral, up to second degree, by blood or affinity), of the persons referred to in item I above;
• Do not receive from the Company any type of compensation that does not derive from the function of being member of the Risk and Compliance Committee or of the Board of Directors;
• Have proven experience in risk management;
• Do not have ownership control of the Company or participate in decisions at the executive level.

The Committee is chaired by a member that meets the requirements listed above and who is not, or has not been, in the last six months prior to his/her appointment, the chairman of the Board of Directors or of any other committee of the Company.

The office term for members is two years, being allowed reappointment, they may be dismissed at any time.

The Risk and Compliance Committee meetings are held at least four times a year and upon extraordinary request by its coordinator.

The following table presents the names and positions of the member of the Risk and Compliance Committee:

Sustainability Committee

The sustainability committee is a consultative body which is responsible for advising the board of directors on subjects relating to social and sustainable development issues, including the promotion of sustainable development and other social initiatives.

The committee is composed of three to six members, and at least one of these members must be independent. The term of office is of two years, re-election permitted, and the members may be removed at any time.

The committee meetings are held at least four times a year or when extraordinarily convened by its coordinator.

The following table presents the names and positions of the members of the Sustainable Committee:

Nomination and Governance Committe

The nomination and governance committee is a consultative body which is responsible for advising the board of directors on subjects related to the nomination and governance of Santander Brasil.

The committee is composed of three to seven members, and at least two of these members must be independent. The term of office is of two years, re-election permitted, and the members may be removed at any time. The committee meetings are held at least four times a year or when extraordinarily convened by its coordinator.

The following table presents the names and positions of the members of the Nomination and Governance Committee:

Compensation Committee

According to CMN Resolution 3,921/2010 of November 25, 2010, on February 7, 2012, our shareholders established the compensation committee in our by-laws, which also acts as the compensation committee for all our affiliates and subsidiaries.

The members of the compensation committee may be elected by the board of directors, provided that they meet certain independence requirements. All members of our compensation committee meet such independence requirements.

Our by-laws require that our compensation committee is composed of three to five members, appointed by the board of directors from among persons who meet all statutory and regulatory requirements for the exercise of their office, and at least one of the members may not be an executive officer and the others may or may not be members of our board of directors, and at least two members shall be independent. The compensation committee shall have in its composition qualified members with the experience required for the judgment exercise and including any requirements to ensure their independent judgment about our internal compensation policy, including the repercussion of this internal compensation policy on the risk management. Such persons shall serve for a term of two years and may be reelected for up to four consecutive times, pursuant to applicable legislation.

Our compensation committee has as its main functions:

• Develop internal compensation policies applicable to our executive officers and makes proposals to our board of directors regarding policies for variable and fixed compensation, benefits, and special programs for recruiting and terminations;
• To supervise the implementation and coming into operation of the compensation policy for Banco Santander’s management;
• To propose to the board of directors the aggregate compensation of the Executive Officers and members of the audit committee to be submitted to the general meeting, pursuant to Article 152 of Brazilian Corporate Law;
• To analyze our internal officer and board compensation policies and procedures in comparison with market practice, and recommends changes to align our policies with market practice if significant differences from market practice are identified;
• To prepare annually, within ninety days as from December 31 of each year, the compensation committee report, in accordance with applicable statutory and regulatory provisions;
• To ensure that the internal officer compensation policy is compatible with our risk management rules, with performance targets and with our current and expected financial condition, and pursuant to the applicable regulatory provisions and regulations published by the Brazilian Central Bank.

The following table presents the names and positions of the members of the Compensation Committee.

Executive Committee

The CEO, Senior Vice-Presidents Executive Officers and Vice-Presidents Executive Officers of the Banco Santander form the Executive Committee, which decides on subjects related to the policies that are applied to the business management, operational support, human resources and capital allocation. It also deliberates about the main technological, infrastructure and services projects.