Structure, operational procedures and corporate management
The model of management, follow up and inspection of PREVI's activities is based on the work of the Board of Directors, of the Executive Board and of the Audit Committee.
The Board of Directors is the highest organ within PREVI's structural organization. It is in charge of defining the general administrative policy towards itself and its benefit plans. It is composed by six incumbent members and six substitute ones, of which three incumbent and their corresponding substitutes are appointed by the sponsor Banco do Brasil, and the others are elected directly by the participants together with those who receive any kind of benefit. The mandate of the members of the Board lasts four years.
The president of the Board of Directors is indicated by the board members who represent the sponsor Banco do Brasil.
The Audit Committee is PREVI's internal control organ. It is responsible for the inspection of its administrative and financial-economic management and executes its duties in accordance to PREVI's by-laws and the Audit Committee's Internal Rules.
It is composed by four incumbent members and four substitute ones, of which two incumbent and two substitute ones are chosen by the participants together with the recipients of any kind of benefit, and the two other members and their respective substitutes are appointed by Banco do Brasil in its quality as sponsor. The mandate of the Audit Committee lasts four years.
The Audit Committee holds ordinary meetings every month and extraordinary ones whenever called by its president or by the majority of its members. The president of the Audit Committee is appointed by the members elected by the participants and the recipients of benefits.
The decisions of the Board of Directors and of the Audit Committee require a simple majority of votes. It is up to each respective president to exercise the casting vote (in addition to his regular vote) in case of draw. That rule was established by the Complementary Law nº 108, of May 19, 2001, and disposed in PREVI's by-laws (Article 25, 1st paragraph for the Executive Committee, and Article 53, sole paragraph for the Audit Committee).
The Boards do not count with independent members and the president of the Executive Board does not exercise an executive role in the entity.
The Executive Directorate is PREVI's general administration organ. It is in charge of proposing and executing the guidelines and policies approved by the Executive Committee, besides taking all other initiatives necessary to the management of the entity. It is a collegiate organ composed by six incumbent members: President, Administrative Director, Investments Director, Director of Participations, Planning Director and Security Director.
The President, the Investments Director and the Director of Participations are appointed by Executive Board based on recommendations from the sponsor. For the positions of Administrative Director, Planning Director and Security Director, the Executive Board appoints names selected via consultation through direct voting by PREVI participants and beneficiaries. The mandates of the directors last four years, being possible to run for reelection only once.
Each directorate is responsible for a series of responsibilities concerning PREVI's activities. Each one of them counts with a number of subordinated management departments with the specific technical skills appropriate to execute its functions.
The Presidency is responsible for the general coordination of the services of the Executive Directorate, for the relationship with the other administrative and examination organs, for PREVI's representation, for the coordination of strategic planning, for providing legal counsel, for the institutional communication and for the controlling policies.
The Administrative Directorate coordinates the running of the administrative support, personnel management, technological support, bookkeeping, O & M and control, and financial controls.
The Investments Directorate is in charge of running the investment program, in addition to evaluate and negotiate the assets that compose the guaranteeing funds and other funds under PREVI's management.
The Directorate of Participations is responsible for follow up of the companies that are included in the variable income and the real estate portfolios, particularly in relation to corporate relations ant to PREVI's participation and representation in the administrative and inspection organs of the companies and ventures invested, aiming at the development, implementation and control of the necessary procedures to achieve their good corporate governance.
The Planning Directorate is accountable for the studies and proposition of policies guiding the management of PREVI's assets, especially with regard to the allocation of funds, risk analysis, compliance with the liquidity and solvency needs of the plans, as well as the budget programming.
The Security Directorate is answerable for the implementation of the rules governing the benefit plans and their maintenance, particularly the actuarial studies, the upkeep of the files of participants, beneficiaries and those who receive any kind of assistance, the concession and payment of benefits, the collection of contributions, and the coordination of transactions with participants.
The Advisory Boards of the benefit plans, created in 2006, are collegiate organs also composed by elected members as well as by members appointed by Banco do Brasil.
Composition of Boards of the Executive Directorate on December / 31st / 2009
