Cielo

Corporate Governance

Corporate Governance › Management and Board of Directors

• Board of Directors
• Board of Executive Officers
• Fiscal Council
• Management Advisory Committees

Board of Directors

Arnaldo Alves Vieira - has been a member of our board of directors since November 2005. He holds a degree in law from Faculdades Integradas Guarulhos and a degree in business administration from Universidade Presbiteriana Mackenzie. Mr. Vieira began his career in October 1961 and has worked at all levels in banking. In April 1985 he became an executive officer, in March 1992 a departmental executive officer, in February 1995 executive managing officer and, in March 1999 executive vice president, which is the position he currently holds at Bradesco. He also participates in the management of the other businesses within the Bradesco organization. Mr. Vieira is a member of the governing board and managing officer of the Fundação Bradesco and a member of the board of directors and managing officer of the Digestive Tract Illness and Nutrition Institute Foundation (Fundação Instituto de Moléstias do Aparelho Digestivo e da Nutrição), or FIMADEN. In addition to these activities, he has been the vice chairman of the board of directors of Celta Holdings S.A. and Fidelity Processadora e Serviços S.A. since April 2006, and a member of the ethics and self regulation committee of the ABECS, since January 2006. He was the executive officer of the FEBRABAN, and of the National Federation of Banks (Federação Nacional dos Bancos), or FENABAN, from March to September 2002 an executive officer of InterAmerica Overseas Ltd. from May 2000 to September 2007 and a member of the regional guidance committee for Visa International from May 1999 to September 2007.

Jair Delgado Scalco - has been a member of our board of directors since April 1998. He holds a degree in business administration from UNIFIEO – Centro Universitário FIEO and a degree in accounting from Faculdades Reunidas Princesa Isabel. He began his career at Bradesco in August 1965, as an apprentice in the graphics department. In May 1970, he was transferred to the general management department; in February 1973 he was transferred to the tax auditing department, and in December 1978 he was transferred to the tax incentive department, where he became executive superintendent. In April 1998 he was appointed department officer, responsible for the credit and debit cards department. In addition, Mr. Scalco is a member of the governing board of Fundação Bradesco, a member of the board of directors of CBSS, a member of the board of directors and executive officer of Celta Holdings S.A. and a member of the board of directors of Fidelity Processadora e Serviços S.A. Mr. Scalco was also chief executive officer of Bradesco S.A. Corretora de Títulos e Valores Mobiliários and of Celta Processadora e Serviços S.A. and chairman of the decision-making board and chief executive officer and chief financial officer of the ABECS.

Raul Francisco Moreira - has been a member of our board of directors since July 2004. He is currently pursuing a degree in business administration. Mr. Moreira has been working at Banco do Brasil for 21 years. He has worked at the cards department, in the segment responsible for cards to individuals, since October 2007. He has also participated in the development and implementation of the Internet solution at Banco do Brasil, and has been responsible for the implementation of the mobile banking service.

Ivan de Souza Monteiro - Member of the Board of Directors since October 2009. He holds a bachelor`s degree in Electronic Engineering and and Telecommunications from INATEL-MG, an MBA in Finance from IBMEC-RJ and an MBA in Management from PUC-RJ. He was elected commercial superintendent at Banco do Brasil in 2004, general manager of Banco do Brasil Lisboa in 2007, general manager of Banco do Brasil Nova York in 2008 and Chief Financial, Capital Market and Investor Relations Officer at Banco do Brasil S.A. in 2009. He currently serves as a Director of the Banco do Brasil pension fund - PREVI, has been a member of the Transition Committee of Banco Votorantim since June 2009 and has been a member of the Board of Directors of Neoenergia since July 2009.

Denílson Gonçalves Molina - has been a member of our board of directors since April 2008. Mr. Molina holds a degree in mathematics from Universidade Metodista de Piracicaba. He has been working at Banco do Brasil for 15 years. At Banco do Brasil, he has worked at the business management department, in the sector responsible for individuals, since its creation in October 2007, and has been an officer of the cards division at Banco do Brasil since April 14, 2009. In addition, he has worked at the retail banking department of Banco do Brasil, in the area responsible for granting credit to individuals, as well as the wholesale banking department. Mr. Molina has also participated in the development and implementation of the department responsible for real estate financing of Banco do Brasil.

Paulo Rogério Caffarelli - has been a member of our board of directors since May 2009. He holds a law degree, a graduate degree in foreign commerce, international commerce law, finance and corporate law, and a master’s degree in economics from the Universidade de Brasília. He also attended the Real Estate Management Program at Harvard Business School. He began his career at Banco do Brasil in 1981, and has worked in various divisions of the institution, including the distribution logistics, marketing and new business department of retail. He was also head of investments of PREVI for two years. In addition, he was a business advisor to Vale do Rio Doce, Tupy Fundações Ltda., Cobra Tecnologia, Companhia Energética de Pernambuco and BB Turismo. He is currently the vice president of retail cards and new business, as well as the vice president of ABECIP.

Milton Almicar Silva Vargas - He has been a member of the Board of Directors since October 2009. He has a bachelor’s degree in accounting from the Faculdade de Ciências Contábeis Tibiriçá. He started his career in January 1968 at Banco BCN S.A., a financial institution that was acquired by Banco Bradesco S.A. in December 1997. He worked in all the echelons of a bank. In October 1989, he was elected executive officer, and in December 1997, Executive Vice President, a position he held until March 2004. In February 2003, he was elected Executive Vice President of Banco Bradesco S.A., the position he currently holds. He also participates in the administration of other Bradesco Organization companies. He is a member of the Managing Body and is the Managing Director of Fundação Bradesco and a Member of the Board of Directors and Managing Director of the Diseases of the Digestive System and Nutrition Foundation Institute (FIMADEN). He is also the Vice-President of the Brazilian Housing Loans and Savings Entities Association (ABECIP), Chairman of the Board of Brazilian Securitization Company (CIBRASEC), member of the Advisory Board of the Brazilian Chapter of the International Real Estate Federation (FIABCI/BRASIL) and Associate Sector Officer of the Real Estate Credit and Savings Commission of the Brazilian Banks Federation (FEBRABAN). He was Executive Vice President of Banco Boavista Interatlântico S.A., Banco Mercantil de São Paulo S.A., Banco Zogbi S.A. and Potenza S.A. Processamento de Dados. He was also a Board member at BCN Corretora de Títulos e Valores Mobiliários S.A. and an executive officer at BCN S.A. – Crédito, Financiamento e Investimentos.

Norberto Pinto Barbedo - Member of the Board of Directors. Graduated in Business Administration from UNIFIEO - Centro Universitário FIEO de Osasco. He began his career at Banco Bradesco S.A. in 1976. He was appointed Departmental Director in December 1997, Executive Managing Director in March 2000 and Executive Vice President in March 2002, a position he held until June 2009. He is a member of the Board of Directors of Portugal Telecom, SGPS S.A., Fleury S.A., CPM Braxis S.A., and the Brazilian Institute of Investor Relations (IBRI). He is an Executive Officer and member of the Board of Directors of the Brazilian Association of Publicly-Held Companies (ABRASCA), member of the Self-Regulatory Council and the Fiscal Council of the Brazilian Banks Federation (FEBRABAN), the Credit Guarantor Fund (FGC), the São Paulo State Banks Association (ASSOBESP), the National Banks Federation (FENABAN), and the Bank unions in the states of São Paulo, Paraná, Mato Grosso, Mato Grosso do Sul, Acre, Amazonas, Pará, Amapá, Rondônia and Roraima. He is also Bradesco’s representative on the Executive Board of the Brazilian Institute of Accounting, Actuarial and Financial Research (IPECAFI).

Francisco Augusto da Costa e Silva - has been a member of our board of directors since June 2008. Mr. Costa e Silva is an independent member of our board. He holds a law degree from Universidade do Estado do Rio de Janeiro, or UERJ, and an MBA from Universidade Federal do Rio de Janeiro – COPPEAD. He began his career at BNDES as a lawyer and worked in various positions before becoming executive officer. He was a commercial law professor at UERJ, Faculdade de Direito Cândido Mendes and at Instituto de Direito Público e Ciência Política of FGV. After spending eighteen months as executive officer of the CVM, Mr. Costa e Silva was named president of the independent governmental agency in August 1995, a position which he held until January 2000. He is currently a partner at the offices of Bocater, Camargo, Costa e Silva Advogados and a member of the board of directors of Companhia Vale do Rio Doce. He also is a member of the board of consultants of Pontifícia Universidade Católica do Rio de Janeiro and a member of the arbitration chambers of the Novo Mercado segment of the BM&FBOVESPA and the ethics committee of APIMEC.

Gilberto Mifano - has been a member of our board of directors since June 2009. Mr. Mifano is an independent member of our board. He holds a degree in business administration from FGV. He was superintendent general of the BOVESPA from 1994 to 2007, and was president of the board of directors of the BOVESPA until April 2009. He is currently vice-president of the board of directors of the Brazilian Institute of Corporate Governance (Instituto Brasileiro de Governança Corporativa), and a member of the board of directors of the World Confederation of Exchanges and of the executive committee of the Ibero-American Federation of Stock Exchanges (Federação Ibero-Americana de Bolsas).

Board of Executive Officers

Rômulo de Mello Dias - has been our chief executive officer since May 2008, and was a member of our board from 2005 to May 2008. He holds a degree in economics from Universidade Federal Fluminense and an MBA and a graduate-level specialization from IBMEC. He previously worked at Bradesco BBI and also worked as an executive director at Citibank, Bradespar and other companies. He was a managing partner at Albion Alliance Capital and a member of the board of directors of Companhia Vale do Rio Doce, Valepar, Escelsa, Enersul, Net, Americel, Telet, Iven, Monteiro Aranha, Visa Vale and CPM. Over the course of his carrier, Mr. Dias developed an extensive background in business management through his experience in private equity.

Clovis Poggetti Jr. - He has been the Chief Financial Officer since October 2009. He has a bachelor’s degree in business administration from the Getúlio Vargas Foundation and an MBA from the University of Michigan Business School. Earlier, he worked as controller at VisaNet and as a finance executive at Sendo Brasil – Telefonia Celular and Gradiente Eletrônica. He is a member of the Fiscal Council of Companhia Brasileira de Gestão de Serviços (CBGS).

Eduardo Campozana Gouveia - has been our executive officer responsible for the commercial and marketing departments since August 2006. He holds a degree in accounting from Universidade Federal de Pernambuco, an MBA in marketing from Fundação Getúlio Vargas and completed a specialization course in finance at IBMEC. Mr. Gouveia was vice president for marketing and for special business units at Wal-Mart (pharmacies, service stations, photo developing and e-commerce). Mr. Gouveia was also financial services and marketing officer at Grupo Bompreço and responsible for general management at Hipercard – Administradora de Cartões.

Eduardo Chedid Simões - has been our executive officer responsible for the products, business development, strategic planning and projects departments since October 2008. He holds a degree in business administration from EAESP-FGV and a specialization degree from the University of Chicago and the University of Miami. He also holds an MBA from the University of Pittsburgh. He has worked for 16 years in various sectors of the electronic payments industry, including business, risk and emerging technologies. He spent five years working for Credicard and 11 working for Visa International, where he was superintendent vice-president of products and emerging technologies.

Paulo Guzzo Neto - has been our executive officer responsible for the technology and operations department since May 2009. He holds a law degree from Faculdades Metropolitanas Unidas, where he specialized in business administration. He also holds a degree in Driving Strategic Innovation from IMD International in Lausanne, Switzerland and attended various MBA courses at CTE – Poli in software engineering. He is currently enrolled in the MBA program at Fundação Dom Cabral. He has 18 years of experience in the merchant acquiring and payment processing industry. He joined our Company in 1998 and has held the positions of officer of research and new technologies from June 2005 to October 2007, officer of network from October 2007 to November 2008 and officer of technology from November 2008 to May 2009.

Roberto Dumani Menezes - He has been the Executive Vice-President responsible for the Organizational Development department since November 2008. He has a bachelor’s degree in electronics engineering from the Military Engineering Institute in Rio de Janeiro, and concluded postgraduate studies in human resources at the Pontifical Catholic University of Rio de Janeiro and in business management at the Harvard Business School. He has more than 15 years of experience in human resources, seven of which abroad, having worked at the headquarters of The Gillette Company in Boston. He was the Human Resources Officer for Latin America in the Foodsolutions Division at Unilever, and the Chief Training & Development Officer for South America at HSBC. He has also held other executive positions at Ceras Johnson and Gillette do Brasil.

Fiscal Council

Under Brazilian corporate law, the fiscal council is independent of our management and independent auditors. It may operate on a permanent or temporary basis, in which case it will be active only for the fiscal year in which its installation is requested by shareholders. Our bylaws provide for a non-permanent fiscal council. Under Brazilian corporate law, when the fiscal council is not permanent, it may be installed by a general shareholders’ meeting at the request of shareholders representing at least 10.0% of the voting shares, or 5.0% of shares without voting rights. Each period of installment will end at the first general shareholders’ meeting after it was installed. In addition, minority shareholders collectively representing 10.0% or more of the shares with voting rights have the right to elect, in a separate vote, one full and one alternate member of the fiscal council.

Our fiscal council’s main duties are to supervise management activities, review our financial statements and report its conclusions to our shareholders. Brazilian corporate law establishes that the members of the fiscal council must receive compensation of at least 10.0% of the average amount paid to executive officers every year, excluding benefits, representation fees and shares in profits and results. This law also requires that the fiscal council must be comprised of a minimum of three and a maximum of five full members, plus an equal number of alternates.

Under Brazilian corporate law, the fiscal council cannot be comprised of (1) directors, (2) executive officers, (3) our employees, (4) employees of our subsidiaries or of our group of companies, or (5) the spouses or family members up to the third degree of any director or executive officer.

Our fiscal council is currently comprised of four full and four alternate members, elected at the general and special shareholders’ meetings held on April 30, 2008. Their term of office should extend to the date of the general shareholders’ meeting that approves the 2009 financial statements.

The table below sets forth the names, positions and date of election of the current members of our fiscal council.

Management Advisory Committees

As part of the corporate governance policies we adopt, in addition to those expressly required by the Novo Mercado listing regulations, our board of directors may establish internal committees with technical and consulting responsibilities to advise management on specific subjects.

The creation of the committees, the establishment of their responsibilities and the appointment of their members is all carried out by decision of our board of directors. Our bylaws establish a full-time audit committee.

Our board of directors created the following committees on October 22, 2008:

• Audit committee. A body to support the board of directors in matters relating to internal and external audit processes.
• Management and finance committee. Responsible for evaluating and recommending policies, budgets, investments and tax planning.
• Issuer risk committee. Responsible for monitoring, analyzing and classifying the risks of Visa brand issuers.
• Compensation and Benefits committees. Responsible for recommending the compensation and benefit levels of our employees and managers.
• Corporate governance committee. Responsible for analyzing our corporate governance policies according to the level of governance adopted, and supervising the implementation of best international practices.
• Client forum. A body associated with our board of executive officers, responsible for supervising our client’s interests, discussing actions to maximize opportunities for the development of new products and technologies, analyzing client management policies, recommending promotional and marketing actions and fostering forums for discussions with card issuers.

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