Management and Board of Directors - Relações com Investidores

Board of Directors

Pursuant to Banco Sofisa’s by-laws, its board of directors is composed of a minimum of five and a maximum of seven directors, of which 20% must be independent directors. Should this percentage result in a fractional number, its board of directors may proceed to round it up, if the fraction is equal to or higher than 0.5, or down, if lower than 0.5. Therefore, if the Bank’s board of directors comprises five members, at least one member must be an independent director. The minutes of the shareholders’ meeting that elects the independent director must identify this member of its board of directors as such.

Banco Sofisa’s board of directors is responsible for defining the Bank’s general business policies and overall guidelines, including its long-term strategies, and for controlling and monitoring its performance. The duties of Banco Sofisa’s board of directors include, among other things, electing or removing its executive officers and supervising the management team.

The members of the Bank’s board of directors are elected at a shareholders’ meeting for two-year terms, reelection being permitted. The board members may be removed at any time pursuant to a decision of a shareholders’ meeting. All its directors must be individuals who may or may not reside in Brazil and who holds at least one share of the Bank.

In accordance with the Brazilian corporate law, minority shareholders of a listed company, whose interest in the voting shares represent a minimum of 15% of the company’s voting capital stock, have the right to elect one director in a separate voting process. In addition, holders of non-voting preferred shares or preferred shares with restricted voting rights that represent at least 10% of the Bank’s capital stock, or holders of either common or preferred shares in the aggregate representing a minimum of 10% of the capital stock, have the right to elect one member of Banco Sofisa’s board of directors by a separate voting process.

Directors	Title	Date of election	End of term of office
Gilberto Maktas Meiches	Chairman	04/28/2016	OGM of 2018
André Jafferian Neto	Vice-Chairman	04/28/2016	OGM of 2018
Antonio Carlos Feitosa	Independent Director	04/28/2016	OGM of 2018
Raul Rosenthal Ladeira de Matos	Independent Director	06/09/2017	OGM of 2018

Gilberto Maktas Meiches. Mr. Gilberto current Chairman of the Board of Directors, has been Chief Executive Officer since September 2009 until May 2013. In 2006 he was elected Vice President of the Banco Sofisa S.A., a position he held until 2009. He was Executive Officer of Banco Cidade S.A., from 1989 to 2002 and Executive Officer of Bank MultiCommercial DTVM from 2002 to 2006. He held positions in various institutions of the National Financial System since 1979.

André Jafferian Neto. He graduated in manufacturing engineering in 1984 from Universidade de São Paulo. Between 1985 and 1993 he was an executive officer of financial institutions of the Zogbi group. In 1993, he joined Banco Sofisa as its chief financial officer, and subsequently became its deputy chief executive officer. In addition, since 1993, he is a member of the senior management of its subsidiaries. During 2003 and 2004, he was the chairman of the Brazilian Association of Commercial Banks (Associação Brasileira de Bancos Comerciais), or ABBC. He was the Chairman from 2007 to 2009. He is currently the vice-chairman of the Board of Directors and CFO of Banco Sofisa.

Antonio Carlos Feitosa. Mr. Antonio graduated in Law and Business Administration at Faculdade de Economia, Administração e Contabilidade e pela Faculdade de Direito, das Faculdades Metropolitanas Unidas – FMU. He joined the Central Bank of Brazil in 1974, where he held several positions, among them the Regional Delegate of the Central Bank of Brazil, in São Paulo. Held the position of President of the Banco do Estado de São Paulo S.A. (Banespa) from 1995 to 1997, during the Special Regime of Temporary Administration. Was Coordinator of the Audit Committee of the Banco do Estado de Santa Catarina S.A. (BESC) for the period 2006-2008. Was a member of the Fiscal Council Board of the Bank Sofisa the period 2007-2009. Currently holds the position of member of the Board of Directors Sofisa Bank since May 2009.

Raul Rosenthel Ladeira de Matos. Mr. Raul has a degree in industrial engineering, Ph.D. from the University of Birmingham-England and M.Sc. in Production Engineering from the University of Birmingham-England and the Federal University of Rio de Janeiro; he held the presidency of the American Express Group in Latin America, the Audit Committee of Qualicorp S/A and several Bozano Simonsen Group companies; is a member of the Board of Directors of Qualicorp S/A, Companhia de Bebidas Müller and SUPER BAC – Protección Ambiental S.A .; he was a member of the management of Copebras S/A, Mundial S/A, J Macêdo S/A, Parmalat Brasil S/A Food Industry, Sharp S/A Electronic Equipment, Granóleo S/A Trade and Industry of Oilseeds and Derivatives Communications Corporation-Bell Canada International (Canada), TeleTech International (United States of America), HBO Latin America (United States of America) and DirecTV Latin America (United States of America); he taught at the Faculty of Economics and Administration of the University of São Paulo (FEA-USP) and the Getúlio Vargas Foundation of São Paulo.

Board of Executive Officers

Under Banco Sofisa’s by-laws, its board of executive officers is composed of a minimum of four and a maximum of eight members. The Bank’s executive officers are its legal representatives, responsible for the day-to-day management of its operations and for implementing the policies and general guidelines set by its board of directors.

Banco Sofisa’s directors are elected by its board of directors for two-year terms, reelection being permitted. Under the Brazilian corporate law, a maximum of one-third of its directors may also serve as the Bank’s executive officers. In addition, Banco Sofisa’s executive officers may be removed at any time pursuant to a decision taken by its board of directors.

Executive officers	Title	Date of election	End of term of office
Alexandre Burmaian	Chief Executive Officer	05/24/2016	BDM of 2020
André Jafferian Neto	Executive Officer	05/24/2016	BDM of 2020
Diaulas Morize Vieira Marcondes	Executive Officer	05/24/2016	BDM of 2020
Silvia Scorsato	Executive Officer	01/19/2017	BDM of 2020

Alexandre Burmaian. He graduated in business administration from Fundação Getúlio Vargas. In 1989, he joined its bank and was its chief executive officer from 1991 through April 2006, when he was elected as a member of its board of directors. In 1996 he began implementing the project involving the organization of the Sofisa Bank of Florida, which started operating in 1999, after being approved by the Federal Deposit Insurance Corporation, or FDIC, and the Department of Banking of the State of Florida. He was also the vice chairman of the Sofisa Bank of Florida until the end of 2006 and was Chairman of the Board of Directors of Banco Sofisa since september 2006 until May 2013. He is Current member of the Board and Chief Executive Officer since May 2013.

Diaulas Morize Vieira Marcondes Junior. With over thirty years of experience in financial markets, he served from 1984 to 1990 at Lloyds Bank Ltd as Relationship Manager; in 1990 he joined the sales team of City Bank and concluded his stay in 2002 when he held the position of Operations Superintendent; at Banco BCN SA took over as Commercial Superintendent in 2002 and to shut down in 2004, he held the position of Regional Manager. From 2004 he worked at Banco Bradesco as Regional Manager, Executive Manager of Retail and Regional Director. In 2012 he assumed the Departmental Board of Bradesco Prime Segment, position occupied until 2015 before assuming the Board at Banco Sofisa SA.

Silvia Scorsato. Graduated in Law from Pontifícia Universidade Católica de São Paulo in 1996; public servant of the Court of Justice of the State of São Paulo between 1995 and 1997; from 1997 to 2009, attended the team of professionals of Banco ABN AMRO Real S / A, in the position of lawyer member of the Nucleus of Special and Tributary Civil Actions, Coordinator of Tax Litigation, and Credit Litigation Manager; from 2009 to 2012, the team of professionals of Banco Santander (Brazil) S.A., in the positions of Manager of the Judicial Collection and Manager of the Wholesale Judicial Collection and Legal Consultancy; integrated, from 2012 to 2015, the professional team of Banco Safra S.A., in the position of Legal Consultant – Credit Recovery of Large Clients; Since 2015, it has been part of the staff of Banco Sofisa S.A., with responsibility for the management of the Legal Department of this institution, promoting its restructuring; has two post-graduations lato sensu, in Tax Law and Consumer Law, as well as extension and training courses, in Brazil and abroad, in areas such as Banking and Capital Market Law, Tax Law (focusing on Tax Accounting ) and general direction, leadership and management.

Fiscal Council

According to the Brazilian corporation law, the fiscal council is an independent management body from the Company and external auditors. The fiscal council may be permanent or not. If the fiscal council is not permanent it shall be installed by the request of shareholders representing at least two percent of the voting shares.

The main responsibilities of the fiscal council are to audit Banco Sofisa’s management, review the Company’s financial statements and report their conclusions to the Company’s shareholders. The Brazilian corporation law requires that the fiscal council members shall receive remuneration not lower than 10% of the average remuneration of the board of directors.

Banco Sofisa by-laws provides for a non permanent fiscal council to be installed at the request of the Company’s shareholders. In process with the adoption of Corporate Governance best practices, the Bank has approved through its Extraordinary General Meeting of July 20, 2007, the creation of its Fiscal Council and on April 28, 2016 the last election of members.