As a public company, the financial operations, balances and management policies of the BNDES are inspected by joint committees that comprise government representatives, external entities and civil society. These joint committees are the Board of Directors, the Fiscal Council and the Audit Committee.

Board of Directors

Composition

The members of the Board of Directors are elected by the General Assembly of BNDES.

President

• Rafael Esmeraldo Lucchesi Ramacciotti

Counselors

• Arthur Cesar Vasconcelos Koblitz 
• Uallace Moreira Lima
• Clarice Costa Calixto 
• Carlos Afonso Nobre 
• Izabella Mônica Vieira Teixeira 
• Robinson Sakiyama Barreirinhas 
• Jean Keiji Uema 
• Adézio de Almeida Lima 
• Maria Laura da Rocha

Periodicity

Regular meetings every two months of the calendar year and extraordinary meetings whenever called by its president or by at least two of its members.

Major assignments

• express an opinion, when requested by the State Minister of Planning, Development and Management, on relevant issues pertaining to the economic and social development of Brazil and that are more directly related to the action of BNDES;
• advise the President of BNDES on the guidelines of action of the Bank and promote, before the main institutions of the economic and social sector, the disclosure of the objectives, programs, and results of the Bank’s activities;
• define the subjects and values for the decision-making process of the Advisory Board and of the Board of Directors regarding BNDES’s indebtedness limits;
• approve the Overall Expenditure Program and monitor its execution;
• appraise the annual audit reports and the information about the results of BNDES’s action, as well as the main projects supported by the Bank;
• manifest itself on a quarterly basis regarding the financial statements, proposing the establishment of reserves, and on the allocation of the results, if any;
• manifest itself on BNDES’s increase in capital, including through the acquisition of capital reserves and profits, to be appraised by the General Assembly;
• authorize the creation, extinction, association, fusion or incorporation of subsidiary companies, to carry out auxiliary services or for the execution of undertakings that have their objectives covered by BNDES’s area of operation;
• decide on the vetoes of BNDES’s President to the deliberations of the Board;
• appoint and dismiss the assignees in the Internal Audit Department, as proposed by the BNDES President after approval of the Federal Government General Comptroller;
• approve the company’s general policies, including corporate governance;
• approve and review, annually, the Corporate Risk Management Policies;
• establish a Spokesperson Policy to eliminate the risk of inconsistency between information from different areas of BNDES and those of the executives of this Institution;
• approve the Policy of demobilization of BNDES to verify the existence of assets not intended for BNDES’s use, and assess the need to maintain them, with the exception of assets acquired as a result of its operating activities, in accordance with arts. 9 and 10 of this Statute;
• approve the annual and multiannual investment and administrative budgets, including funding budgets;
• fixate the Information Disclosure Policy and the Policy of Transactions with Related Parties;
• approve and periodically revise the Policies and Programs concerning Compliance and Integrity, as well as business performance goals related to strategic planning, observing the statutory or legal provisions;
• approve the Annual Plan of Internal Audit Activities (PAINT) and the Annual Report of Internal Audit Activities (RAINT) of BNDES and its subsidiaries;
• implement and oversee the risk management and internal control systems established for the prevention and mitigation of key risks to which BNDES is exposed, including risks related to the integrity of the accounting and financial information and those related to the occurrence of corruption and fraud;
• manifest itself expressly about the actions to be implemented for the timely correction of deficiencies of control and of operational risk management, pointed out in a report prepared annually by the Department of Integrity, Controllership and Risk Management;
• elect and dismiss the members of BNDES’s Board of Directors;
• evaluate the directors and other statutory members of BNDES, with the exception of members of the Fiscal Council, individually and collectively, every year, in accordance with Law No. 13,303, of June 30, 2016 and Decree No. 8,945, of December 27, 2016, with possibility of relying on procedural and methodological support from the Eligibility Committee;
• discuss, approve, and monitor decisions involving corporate governance practices, relationships with related parties, people management policies, and codes of ethics;
• approve and monitor the business plan and long-term strategy, which must be presented by the Board of Directors of BNDES, promoting an annual analysis of the meeting of goals and results of its implementation, and its conclusions shall be published in the electronic site of BNDES as well as informed to the National Congress and the Audit Court, provided they do not contain information of strategic nature, in accordance with the law.
• appoint and dismiss the members of the Audit Committee, of the Compensation Committee, and of the Eligibility Committee;
• request that the Internal Audit Area periodically verifies the activities of the complementary closed security agency that administers the benefit plan of BNDES and its subsidiaries, covering one or more of the following themes:
  • investment policy and its management;
  • processes for the granting of benefits;             
  • methodology used in actuarial calculation, funding, consistency of registration and adherence of hypotheses;
  • procedures and controls related to the administrative and financial management of the agency;            
  • administrative expenses;             
  • governance and internal control structure of the agency; and             
  • collection of contributions from the sponsors and participants in relation to what was laid out in the funding plan.
• appraise the internal audit report referred to in section 26, and forward it, within 30 (thirty) days, to the National Superintendence of Complementary Security (PREVIC), in accordance with the sole paragraph of art. 25, of Complementary Law No. 108, of May 29, 2001;
• underwrite the annual letter laying out the commitments to the achievement of public policy goals, in accordance with article 8, section I, of Law No. 13,303, of June 30, 2016;
• longside the Board of Directors, assess the risks within the scope of the organization, developing a consolidated risk overview;
• resolve issues with no statutory previsions, applying, subsequently, Law no. 6,404, of 1976;
• appraise the half-yearly report on the complementary closed security agency and its security plans, which must be submitted, within 30 (thirty) days, to the body responsible for the supervision, coordination, and governance of BNDES and to PREVIC, in accordance with the sole paragraph of art. 25, of Complementary Law No. 108, of May 29, 2001, highlighting:
  • the adherence of the actuarial calculations;             
  • the management of investments;
  • the economic, actuarial and financial solvency, liquidity, and balance of the plans;
  • the management of risks; and
  • the effectiveness of internal controls.
• approve the creation of advisory committees to support the activities of the Board;
• call the General Assembly when the Board deems it convenient, or in the case of article 132 of Law No 6,404/1976;
• perform an annual self-evaluation of the Board’s performance;
• manifest itself on the proposals to be submitted for deliberation by the General Assembly;
• approve and supervise the compliance of BNDES’s Board of Directors with the assumed commitment to article 18, §10, of this Statute;
• approve and disclose the Code of Conduct and Integrity of BNDES and its subsidiaries, as laid out in Law No. 13,303, of June 30, 2016;
• authorize and homologate the hiring of independent auditors, as well as the termination of their contracts;
• approve the By-laws of the Advisory Board and of the Audit Committee; and
• manifest itself on the fixed and variable compensation of Board members.

Fiscal Council

Composition

President

• Pedro Henrique Giocondo Guerra

President's substitute

• Suzana Teixeira Braga 
• Elisa Vieira Leonel

Substitutes

• Antônio Simões Branco Junior 
• Paula Bicudo de Castro Magalhães

Periodicity

Regular meetings every two months of the calendar year and extraordinary meetings whenever called by its president or by the Board of Directors.

Major assignments

• oversees the acts of the administrators and verifies the fulfillment of their legal and statutory duties;
• reviews the quarterly financial statements of BNDES;
• examines and formulates an opinion on the financial statements of BNDES and those of closing of accounts for funds and programs operated or administered by the Bank, expressing its opinion, including on the economic and financial situation of BNDES;
• reports errors, frauds, or crimes discovered by the Council, and suggested solutions; through any of its members, to the administration bodies and, if they fail to make the necessary arrangements for the protection of BNDES’s interests, to the General Assembly,
• expresses an opinion on the proposals for: a) allocation of net profit; b) payment of dividends and interest on equity; c) modification of capital; d) constitution of funds, reserves, and provisions; e) absorption of possible losses with the profit reserves; f) investment plans or capital budgeting; and g) transformation, incorporation, fusion or division;
• assesses the periodic reports related to the internal control systems of BNDES;
• meets with the Audit Committee to discuss policies, practices, and procedures identified in the framework of their respective competences;
• approves an annual work plan containing matters related to the Council’s supervisory nature, with a general and company-specific character, which must be approved by the month of May of each year;
• conducts an annual self-assessment of the Council’s performance, taking into account the implementation of the work plan, by the month of March of the calendar year following the approval of the plan;
• expresses an opinion on the Administration’s Annual Report;
• calls the Regular General Meeting if the Administration bodies postpone this convocation more than 1 (one) month, as well as the Extraordinary meeting whenever serious or urgent motives occur, including in the Assemblies’ agenda all materials they deem required;
• where requested, provides information to the Union about its area of competence;
• exercises its powers during the possible liquidation of BNDES;
• attends the meetings of the Board of Directors on matters that require the Fiscal Council’s opinion;
• approves its Internal Regulations;
• follows the execution of equity, finances and budget by examining books or any other documents, and by requesting information;
• monitors the risk of the Society as sponsor of a complementary private security agency;
• examines the RAINT and PAINT of BNDES and its subsidiaries, and monitors their execution;
• requests clarifications or information from independent auditors, as well as the verification of specific facts;
• verifies facts that need to be clarified for the performance of its duties, formulates questions, with justification, to be answered by an expert chosen by the Fiscal Council from a three-name list presented by the Board of Directors up to thirty days after the request;
• monitors the implementation of the Investments Budget (OI) and the Overall Expenditure Program (PDG);
• evaluates the evolution of the contingent liabilities of BNDES;
• monitors and verifies the adequacy of the tenders and contracts, paying heed to the bid waiver procedures and emergency contracts;
• examines the compliance with the limit of participation of BNDES in the expenses with health care and complementary security benefits; and
• exercises other duties associated with its supervisory power according to the current legislation.

Audit Committee

Composition (all appointed by the Board of Directors of BNDES)

• Maria Salete Garcia Pinheiro 
• Adézio de Almeida Lima
• Nelson Edgar Leite 

Periodicity

At least four monthly meetings.

Major assignments

• express an opinion on the hiring and dismissal of independent auditors to BNDES and its subsidiaries;
• prior to publication, review the half-yearly financial statements, including explanatory notes, administration reports, and opinions from independent auditors related to BNDES and its subsidiaries;
• assess the effectiveness of internal and independent audits, including the verification of compliance with legal and regulatory devices applicable to BNDES and its subsidiaries, in addition to its internal normative acts;
• assess the fulfillment by the administration of BNDES and its subsidiaries of the recommendations made by the independent or the internal auditor;
• establish and disclose procedures for the reception and processing of information about breaches of legal provisions and regulations applicable to BNDES and its subsidiaries, including its internal normative acts, foreseeing specific procedures for the protection of the service provider and the confidentiality of the information;
• recommend corrections or improvements of policies, practices, and procedures to the Board of Directors of BNDES and its subsidiaries identified within the framework of its attributions;
• meet at least quarterly with the Board of Directors of BNDES and its subsidiaries, the independent auditors, and the internal auditors, to verify their compliance with its recommendations or questions, including with regard to the planning of the audit procedures, formalizing, in records, the contents of these meetings;
• meet with the Fiscal Council and the Advisory Board of BNDES and its subsidiaries, as requested by these statutory bodies, to discuss policies, practices, and procedures identified in the framework of their respective competences;
• develop an annual document named the Audit Committee Report, to be submitted to the Advisory Board and to the Fiscal Council of BNDES and its subsidiaries, with information on the activities, results, conclusions, and recommendations of the Audit Committee, registering possible significant disagreements between the Advisory Board, the independent auditors and the Audit Committee regarding the financial statements, also containing the following information:
  
  • activities carried out within the framework of its attributions in the period;            
  • evaluation of the effectiveness of the internal control systems of BNDES and its subsidiaries, observing the provisions of the current legislation and highlighting the deficiencies identified;
  • description of the recommendations presented to the Board of Directors of BNDES and its subsidiaries, highlighting those that have not been observed, accompanied by the respective justifications;
  • assessment of the effectiveness of internal and independent audits, including the verification of compliance with internal legal, regulatory, and normative devices applicable to BNDES and its subsidiaries, highlighting the deficiencies identified;
  • evaluation of the quality of the financial statements of each period, with emphasis on the application of the accounting practices adopted in Brazil and in the compliance with the standards issued by the Central Bank of Brazil, highlighting the deficiencies identified;
• keep at the disposal of the Central Bank of Brazil and of the Advisory Board of BNDES and its subsidiaries, the Report of the Audit Committee for a period of at least five years, starting from its preparation;
• together with the half-yearly financial statements, publish a summary of the  Audit Committee Report, highlighting the main information contained in this document;
• oversee the activities of independent auditors, evaluating their independence, the quality of the services provided, and the adequacy of these services to the needs of BNDES and its subsidiaries;
• supervise the activities carried out in the departments of internal control, internal audit, and preparation of the financial statements of BNDES and its subsidiaries;
• monitor the quality and integrity of the internal control mechanisms, of the financial statements, and of the information and measurements published by BNDES and its subsidiaries;
• assess and monitor the risk exposures of BNDES and its subsidiaries, with the possibility of requiring, among other things, detailed information on policies and procedures concerning: the Advisory Board’s compensation; b) the use of assets of BNDES and its subsidiaries; c) the expenses incurred on behalf of BNDES and its subsidiaries;
• together with the Advisory Board and the Internal Audit Department, assess and monitor the appropriateness of transactions with related parties;
• assess the reasonableness of the parameters on which the actuarial calculations are based, as well as the actuarial result of the benefits plans maintained by the complementary closed security agency sponsored by BNDES and its subsidiaries;
• inform the Central Bank of Brazil and the Advisory Board, in the manner and within the time limits established by the specific standards, of the existence or evidence of fraud, failures, or errors that put at risk the continuity of BNDES and its subsidiaries or the trustworthiness of their financial statements;
• prepare and submit annually, for deliberation of the Advisory Board of BNDES and its subsidiaries, until the end of the third quarter, a proposal for implementation of the Annual Plan of Internal Audit Activities (PAINT);
• monitor the implementation of the measures determined by the regulatory and control bodies;
• assess and report to the Advisory Board of BNDES and its subsidiaries any disagreements between the independent auditors and Boards of Directors of these companies, regarding financial statements and financial reports;
• assess the effectiveness of the Ombudsman Office of BNDES and its activity reports;
• assist the Advisory Boards of BNDES and its subsidiaries regarding the exercise of its audit and surveillance functions; and
• other that may be laid down by the National Monetary Council, by the Central Bank of Brazil, by the Inter-Ministerial Commission of Corporate Governance and Administration of Intergroup Investments of the Federal Government (CGPAR), or by the Advisory Board of BNDES and its subsidiaries.