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FOCUS AND
PERSEVERANCE
IN THE PURSUIT
OF GOALS
2o13
ANNUAL REPORT AND SUSTAINABILITY
Vision and Value	 P. 4
	 Letter from the CEOs	 P. 6
	 Profile
	 01.1 OUR HISTORY	 P. 10
	 01.2 STRATEGIC MOVEMENTS	 P. 14
	 01.3 NEW CHAPTERS OF OUR HISTORY	 P. 18
	 Corporate Governance
	 02.1 GOVERNANCE GUIDELINES	 P. 24
	 02.2 GOVERNANCE STRUCTURE	 P. 25
	 02.3 BOARD OF DIRECTORS	 P. 26
	 02.4 EXECUTIVE BOARD	 P. 32
	 02.5 FISCAL COUNCIL	 P. 34
	 02.6 COMMITTEES	 P. 35
	 02.7 RISK MANAGEMENT 	 P. 39
	 Strategy
	 03.1 CLIENTS	 P. 44
	 03.2 PRODUCTS	 P. 45
	 03.3 PEOPLE	 P. 46
	 Sustainable Dimensions
	 04.1 ECONOMIC	 P. 54
	 04.2 ENVIRONMENTAL	 P. 69
	 04.3 SOCIAL	 P. 70
	 Complementary Information
	 SUSTAINABILITY POLICY	 P. 74
	 GRI Index	 P. 80
	 CORPORATE INFORMATION	 P. 86
	 Financial
	Statements
2o13 index
o1
o2
o3
o4
o5
o6
ANNUAL REPORT AND SUSTAINABILITY2 3
VISION
Being an innovative
bank with excellence in
corporate credit and in
depth knowledge of the
activities of our clients
and the industries in
which they operate, as
well as one of the leaders
of the growing corporate
fixed income bond
market in Brazil.
GRI 4.8
Introduction
ANNUAL REPORT AND SUSTAINABILITY4
VALUES
// Ethics and Credibility
// Customer Focus
// Owner’s Attitude
// Excellence
// Commitment to Results
// Teamwork
// Innovation
GRI 4.8
5
Letter from
the CEOs
Throughout 2013 we completed our transformation process, concluding the second stage of
our strategic restructuring, which started in April 2011. Our focus in this second phase was to
reinforce the investment banking area, gain scale and diversify the sources of funding.
// In February, we concluded the creation of the joint-venture CBI Agro Partners, an associa-
tion between Banco BIP and Ceagro Agricola Ltda, to develop the issuance of agribusiness
funding notes, which showed good results throughout the year.
// In the month of March, so as not to affect the future results of BIP, we made a provision
for doubtful debts to the tune of R$110.7 million, for loans made before April 2011 At the
same time, we announced a capital increase of R$90.0 million, with the participation of the
Warburg Pincus Private Equity Fund, our controlling shareholders, as well as other sharehol-
ders in the Company.
// In May, guided by our mission to be one of the leaders in the Fixed-Income market in Brazil;
and to develop the investment banking area, we finalized the acquisition of Voga Empre-
endimentos e Participações Ltda. We have thereby expanded our operations in the fixed-in-
come market, in long-term financing, mergers and acquisitions and structured operations.
// In line with our strategic plan, we announced in June an association with Banco Intercap,
so as to reinforce and expand our capital base. Through this association, Banco Intercap has
become a subsidiary of Banco BIP. Mr. Afonso Antônio Hennel and Mr. Roberto de Rezen-
de Barbosa, ex- controlling shareholders of Banco Intercap, have joined the control group
of Banco BIP and have also become members of the board. After the capital increase due
to the entry of new shareholders to the controlling group the group’s equity has increased
to R$674.2 million.
Introduction
ANNUAL REPORT AND SUSTAINABILITY6
// In November we announced the launch of a
project to transform our brokerage, Guide
Investimentos. As well as continuing to ser-
ve our institutional clients, it will also mana-
ge assets for high-income individuals, using
an innovative investment platform encom-
passing consulting, investment advice, re-
search and financial intelligence, as well
as a customized product offer, selected by
analysts and economists. The re-casting of
Guide’s operations is of strategic impor-
tance for BIP, both for the distribution
of products generated by the investment
banking team, and for diversification of
our funding.
At the same time, we continue to increase our
expanded loan portfolio, which grew by 26%
in relation to the previous year, representing
an organic growth of 19%. It is important to
note that the expansion of the loan portfolio
was within the new, more conservative para-
meters for granting credits, which were defi-
ned by management.
We have also significantly diversified our
sources of funding, through the issuance of
LCAs – Agribusiness Letters of Credit – incre-
asing the number of creditors from 1.3 thou-
sand to almost 4 thousand in 2013.
In our business strategy, we have always
guided our decisions on the balance of eco-
nomic, social and environmental factors, to
guarantee our efficiency and to align our in-
terests to those of our stakeholders.
The year of 2014, though challenging from
the macroeconomic point of view, finds Ban-
co BIP prepared for sustainable growth with
higher profitability, now that we have struc-
tured new business areas which benefit from
strong market positions. For that we count
on committed employees, which share our
values and are focused on our strategy. In
2013 we sowed the seeds of our strategy;
in 2014 we expect to reap the fruits of our
strategic plan.
We thank the trust and support of our sha-
reholders, clients and business partners, and
specially our employees, who have been fun-
damental for the success of the corporate
and organizational changes, and who remain
committed to our long-term project.
All this makes us a stronger, more dynamic
and innovative Bank, prepared for the chal-
lenges which lie ahead.
Best regards,
Manoel, Jair e Luiz
GRI 1.1, 1.2
7
WITH STRENGTH
AND RESILIENCE
WE CONSOLIDATED
OUR STRUCTURES
o1
Profile
ANNUAL REPORT AND SUSTAINABILITY8 9
Profile
OUR HISTORY
o1.1
Establishment of Indusval
Corretora de Valores.
Creation of Banco
Indusval, operating
with focus on corporate
credit specialized in
Middle Market.
Merger with
Banco Multistock,
creating Banco
Indusval Multistock.
IPO (Initial Public
Offering) on the
BMFBovespa and
capitalization
of R$277.5 million.
A new expansion phase
with a capital increase
of R$201 million;
new investors are attracted:
WarburgPincus and the
controlling shareholders of
Sertrading; The Bank’s
management is strengthened;
and under an innovative
vision of excellence, BIP –
Banco Indusval  Partners
brand is born.
BIP acquires Voga
Empreendimentos e
Participações Ltda, from Banco
Intercap S.A., and Guide
Investmentos transformation
project starts.
BIP shares are listed
(IDVL3 and IDVL4) on
Level 2 of Corporate
Governance and
CBI Agro Partners
joint venture is created.
1967
1991
2003
2007
2011
2012
2013
GRI 2.3, 2.8 e 2.9
ANNUAL REPORT AND SUSTAINABILITY10 11
NATIONAL
BranchesBIP main operations are located in Brazil. The Group has 10 branches, with headquarters in
São Paulo, and one branch abroad.
Profile
São Paulo
Belo Horizonte
Campinas
Curitiba
Goiânia
Maringá
Porto Alegre
Ribeirão Preto
Rio de Janeiro
GRI: 2.4, 2.5 e 2.7
ANNUAL REPORT AND SUSTAINABILITY12
Total
ON
PN
CONTROLLING
GROUP
(8)
MANAGEMENT
(5)
TREASURY
FOREIGN
INVESTORS
(11)
Individuals and
Corporations
(284)
INSTITUTIONAL
INVESTORS
(23)
CORPORATE
STRUCTURE
Base Date: 01/15/2014. Brazilian Central Bank (Banco Central do Brasi) approved on 01/13/2014
a capital increase following acquisition of Banco Intercap.
96,3%
Guide
Investimentos
99.99%
Banco
Intercap
17.7%
Setrading
50%
CBI
Agro Partners
100%
Serglobal
Comércio
Cereais
99.97%
Voga Empr.
e Part. Ltda.
(Investment Banking)
23.7%
Brasil Agrosec
Securitizadora
36.9% 0.4% 0.8% 31.7% 10.6% 19.6%
55.6% 0.1% - 18.3% 2.1% 23.9%
1.7% 0.9% 2.4% 57.2% 26.9% 10.9%
Free Float = 61.9%
13
STRATEGIC
MOVEMENTS
Strategic Partners
Warburg Pincus
Warburg Pincus, one of the world’s top private equity firms, makes the first private equity in-
vestment ever in a Brazilian bank and opened a new frontier for the Brazilian financial sector
with long-term resources, with BIP as its partner in Brazil.
Sertrading
In 2011, BIP made an operational agreement and strategic investment in one of Brazil’s top
foreign trade companies to offer its clients more customized solutions.
Ceagro Agrícola
In 2012, BIP continued to invest in partnerships in order to further boost its business, The
Bank structured a joint venture with Ceagro Agricola Ltda, a very well regarded export com-
pany focused on agricultural commodities, and created CBI Agro Partners, its main goal is to
foster new agro bonds.
Profile
o1.2
ANNUAL REPORT AND SUSTAINABILITY14
Strategic Restructuring
Strategic Restructuring | Phase 1
Between April 2011 and October 2012 the focus was in repositioning the Bank’s core business.
March 2011 New Vision
The shareholders defined the new vision as being an innovative bank with
excellence in corporate credit and in depth knowledge of the activities o four
clients and industries in which they operate, as well as one of the leaders of
the corporate fixed income bond market in Brazil.
April 2011
New
Management
Selection of 30 management professionals, all participants of the Bank Stock
Option Programme, representing approximately 10% of the Bank’s capital;
commercial area restructuring.
From
April 2011
New Credit Policy
The new policy is geared towards an analysis of the operational capacity
of the company to honor its debts instead of the previous policy focus on
guarantees and trade bills.
From
April 2011
Market
Repositioning
RThe Bank repositioned its focus on better quality customers: migration from
Low and Middle Market to Emerging and Corporate market, with lower risks
and spreads.
From
April 2011
Focus on
Agribusiness
Focus on agribusiness assets, given the expertise, acquired from Sertrading,
on Agro Bonds. Currently 22% of BIP credits are originated in the
agriculture sector.
15
Profile
The Strategic Restructuring of Banco BIP
took place in two phases. The first phase,
from April 2011 to October 2012, focused
on repositioning the Bank’s core business.
Among the many initiatives:
// We defined a new vision;
// We added new professionals to Ma-
nagement;
// We created a new Credit Policy, geared
towards an analysis of the operational ca-
pacity of the company to honor its debts;
// We repositioned the Bank’s focus towar-
ds higher quality companies: migration
from Low and Middle Market to Emer-
ging companies segment and to the Cor-
porate Segment;
// We improved our human resources prac-
tices;
// We developed a business intelligence
unit, and renewed 85% of the commer-
cial area relationship managers, promo-
ting a stronger integration between the
commercial and credit teams;
// We invested heavily in the revitalization
of technology park, internal systems and
controls;
// Treasury, which already coordinated the
market risk operations and pricing of pro-
ducts for customers of the International
and Brazilian markets, is also actively ma-
naging the Bank’s proprietary positions.
The second phase of our Strategic Restructu-
ring, took place from from October 2012 to
December 2013, during this period:
// We acquired Voga Empreendimentos e
Participações Ltda, to broaden our invest-
ment baking activities;
// We acquired Banco Intercap S.A. to bro-
aden our capital base and strength BIP
controlling group and Board of Directors,
with new directors Afonso Antonio Hen-
nel and Roberto de Rezende Barbosa;
// We launched Guide Investimentos, with a
project to restructure our brokerage arm in
order to assist the Bank with its funding.
ANNUAL REPORT AND SUSTAINABILITY16
December 2012
JV to generate
assets
JVs have generated over R$400 million in assets.
February 2013
Acquisition of
an Investment
Banking team
Acquisition of Voga (investment banking) – transferred in May 2013. With
the strengthening of the team, there were 52 mandates in the 4Q13.
March 2013
Additional
Provision
Increased the allowance for loan losses (ALL) in R$110.7 million, for loans
given before April 2011, settling pending credits, which were under our
former credit policy.
March 2013
Capital
Increase
Capital Increase of R$90 million subscribed by Warburg Pinks, controlling
shareholders and the market.
June 2013
Intercap
Acquisition
Banco Intercap acquisition, with Afonso Hennel (Grupo Semp Toshiba)
and Roberto de Resende Barbosa (NovAmerica/Cosan) becoming Board
Members and part of the Controlling Group.
November 2013
Guide
Investimentos
launch
Restructuring of Corretora Indusval, increasing the distribution base with an
innovative investment platform to institutional and retail clients
GRI: 2.9
IN 2013Conclusion of Phase 2 of
Strategic Restructuring.
17
NEW CHAPTERS OF
OUR HISTORY
Investment Banking
In 2013, with the implementation of our new strategy, VOGA, an experienced financial advi-
sing company was acquired to strengthen Banco BIP Invest Banking activities.
Since its creation in 2005,VOGA assisted clients in more than 50 transactions, representing
a financial volume of around R$5.0 billion. The combination of VOGA’s expertise with BIP’s
platform allows the broadening of complex financial services to a complementary client base.
With this acquisition, BIP strengthen its performance in businesses, such as
MergersAcquisitions, capital raising and restructuring, as well as expands its capacity to ori-
ginate, structure and distribute fixed income products, financing for acquisitions and asset
demobilization.
VOGA’s partners have had successful professional experiences in large Investment Banks. In
addition, during VOGA’s history, many achievements were reached together with BIP top
management, which confirms the great synergy between both operations.
The services now offered by BIP rely on the partners’ multidisciplinary expertise, and consoli-
date our ability to work for large corporation and financial institutions, in the following areas:
o1.3
Profile
ANNUAL REPORT AND SUSTAINABILITY18
Mergers and Acquisitions (MA)
Advice on businesses’ acquisitions, sales, mer-
ges or associations, in all stages of the process,
from the origination, preparation of docu-
mentation, contact to investors, to the closing
of the deal.
Capital Raising – Equity
Business Plan preparation to raise capital re-
sources, select potential investors, contact and
negotiation, to the closing of the transaction.
Debt Restructuring
Analysis of the company’s strategy, capital
structure, credit products advice, and defini-
tion of appropriate financing structure. Debt
restructuring proposal, raising of funds and
offer to public and private investors.
Initial Public Offering Support (IPO)
Advice to companies that seek to open their
capital, offering support to all stages that
precede the engagement of the Investment
Bank(s), such as structure and valuation issues,
selection of the syndicate of banks, preparation
of documents relating to the public offering,
auditing, and corporate governance.
Corporate Restructuring
Advice on corporate restructuring, which
may include transactions between partners
and corporate reorganizations.
Valuation and Corporate Finance
Revision of strategic plan and sensitive busi-
ness issues, production of company or assets
valuation, and other corporate finance issues.
Banco Intercap
In line with our strategic plan and focus
on scale efficiency gains, we announced in
2013 an association with Banco Intercap, so
as to reinforce and expand our capital base.
Through this association, Banco Intercap has
become a subsidiary of Banco BIP, and its
controlling shareholders (99.5%), invested
the totality of the funds received in Banco
BIP, which amounted to R$ 108.0 million.
After the capital increase due to the entry of
new shareholders to the controlling group
the group’s equity has increased to R$674.2
million.
Mr. Afonso Antônio Hennel and Mr. Ro-
berto de Rezende Barbosa, ex- controlling
shareholders of Banco Intercap, have joined
the control group of Banco BIP. and have
also become members of the board. They
bring new and important intellectual capital
and experience to the management team of
BIP. At the end of 2013, Mr. Afonso An-
tônio Hennel was appointed Vice-President
of the Board of Directors, and Mr. Roberto
de Rezende Barbosa was appointed a Board
Member. They will join the Board after ap-
proval by the Banco Central do Brasil.
19
profile
The new structure went through a transition
period before the complete integration of
the activities of both banks, in order to op-
timize the complementarities between both
structures and organize a continuity plan to
service the clients of both banks. This move-
ment was concluded with the migration of all
invest and current accounts of clients to BIP.
The association yielded satisfactory results,
not only due to the complementarities of ac-
tivities, but also by a shared corporate culture
focused on the clients and ethics. This reite-
rates our association and is fundamental to
the consolidation of Banco BIP’s success.
Guide investimentos
The year 2013 was of great transformations
to BIP brokerage business. Over this period
we redesigned the business model, renaming
the company as Guide Investimentos. As
well as continuing to serve our institutional
clients, it will also manage assets for high-
-income individuals, using an innovative in-
vestment platform.
Guide Investimentos business model is a re-
sult of an extensive research work among
various financial sector stakeholders and opi-
nion makers. It offers a differentiated value
proposition to these clients, with principles
and practices only available in financial ins-
titutions that cater for very high net worth
clients. The name Guide was chosen because
it clearly represents our value proposition –
we are a guide, an advisor that will accom-
pany people on the path towards a financial
life of great achievements.
Technology is one of the pillars upon which
Guide’s unique strategy is built. Based on
many studies, we developed a platform ba-
sed on high technology, uniting market con-
cepts to the interests of our shareholders. We
have also differentiated ourselves by getting
regulatory approval for an automated pro-
cess of registration and account opening wi-
thout the need to send documents in. In our
platform we have centralized all clients’ ac-
counts, which permits Guide to show them
their portfolio performances in real time,
comparing them to our model portfolios.
Our model portfolio was developed from
an entirely new concept in the market. The
‘Know Your Client’ model was built upon
behavioral finance models, as well as tools
to identify investment profiles, generating
outputs to build better short-, medium-, and
long-term portfolios for each of our clients.
Our pricing models align the interests of
clients, financial agents and Guide’s. With
transparent and fair pricing, allowing the
clients to know exactly how much they are
paying for the management of their invest-
ments. Remuneration is linked to the com-
petence in creating an investment portfolio
that brings profitability to the clients and is
free of incentives and commissions on the
sale of financial products.
In 2013, we consolidated our performance
in dealing fixed income government notes as
well as stock lending. We have led an initiati-
ve with BMFBOVESPA to develop a market
in options on the IBrX index, organizing a
daily auction on index options.
ANNUAL REPORT AND SUSTAINABILITY20
2014 will be an excellent year of accomplish-
ment and consolidation Guide will continue
to invest in more talents and in acquiring
more employees, partners and clients.
Professional team
with wide experience in the
financial markets
Alexandre Atherino
Founder of Dória Atherino Corretora de Valo-
res, has worked in the financial markets since
1983. He was Head of Fator Corretora de Va-
lores from 1999 to 2008.
Aline Sun
Over 20 years of experience in the financial
markets, she was the superintendent respon-
sible for investment consulting and funds of
major Brazilian banks - Bank Boston, Uniban-
co and Itaú Unibanco.
Jean Sigrist
He was a director of Banco Itaú for 10 years,
where he was CEO of Banco Itaú Luxembur-
go, founder of Itaú Swiss Bank, board mem-
ber of Banco Itaú Europa and COO of Banco
Itaú Internacional (EUA).
Marcos Brum Amaral
Over 30 years of experience in the financial
markets, he was director of operations of
Gradual, Spinelli and Fator Corretora.
Certifications
// PQO (Operational Qualification Program),
BMFBOVESPA;
// Selo Execution Broker in the Bovespa and
BMF segment;
// Selo Agro Broker in the BMF segment.
Value Proposition
Innovative
price model.
A single investment charge, without
commissions. Clear, transparent and
impartial.
Building customized
portfolios
A process based on behavioral finance
models, guaranteeing 100% customizable
portfolios.
Differentiated
Digital experience
Designed by the same company which
designed Apple’s digital experience.
Relevant and accessible
production of financial
research
Curating and producing relevant research
that uses direct and accessible language.
A model centered
on the Agent
Our business was created based on
durability and success for our agents.
21
o2
Corporate Governance
WE OVERCOME
CHALLENGES
WITH DISCIPLINE
AND PERSISTENCE
ANNUAL REPORT AND SUSTAINABILITY22 23
o
Governance
Guidelines
Banco BIP believes that the best practices of corporate governance are essential to its busi-
ness sustainability, increases its credibility in the marketplace and adds value to the Company
and all its stakeholders. Transparent information disclosure, ethics in all business strategies,
responsible corporate management and clear communication with all stakeholders are some
of the stances taken by the Bank. Moreover, the Bank constantly seeks to improve its deci-
sion-making process and risk management, as well as its operational strategies and internal
controls.
The Bank voluntarily accede to BMFBovespa Level 2 of Corporate Governance and follows
additional procedures, which are required only from the publicly-held companies listed at
BMF highest level of Corporate Governance, the “Novo Mercado”. These practices include:
resorting to the Chamber of Arbitration to settle issues related to the capital market, granting
full tag-along rights, having a Board of directors with over 20% of independent members and
having a free float of over 25% of the total number of shares. Moreover, the Bank pays the
same dividends to common and preferred shareholders.
Corporate Governance
o2.1
ANNUAL REPORT AND SUSTAINABILITY24
o2.2
Governance
Guidelines
BIP corporate governance structure is comprised by a Board of Director, chaired by Mr. Mano-
el Felix Cintra and nine board members: four highly qualified independent board members and
five from the controlling group. In addition, since 2010, the Bank has a Fiscal Council with
three members, one of them elected the minority shareholders. The executive board is com-
posed of 6 members, 2 Co-CEOs, 2 Vice-Presidents and 2 Executive Officers, and is advised by
twelve committees that discuss and monitor issues relevant to the Bank’s business.
GRI: 4.1, 4,3
Our Presidents
Luiz Masagão Ribeiro
Co-CEO
Manoel Felix Cintra Neto
Chairman of the Board
of Directors
Jair Ribeiro da Silva Neto
Co-CEO
25
BOARD OF
DIRECTORS
The Board of Directors of Banco BIP, in accordance with its bylaws, is composed of nine board
members. At the Extraordinary General Meeting held on November 28, 2013, two new mem-
bers were elected: Afonso Antônio Hennel and Roberto de Rezende Barbosa, ex- controlling
shareholders of Banco Intercap, who will join the after approval by the Banco Central do Brasil.
GRI: 4.1, 4,3
The present board includes four independent board members, which represents over 40% of
the board. They are highly qualified professionals in their fields. Among the main responsibi-
lities of the board is the definition of strategies to be implemented by the executive board, as
well as the responsibility to monitor, appraise and follow business progress. In 2013 there were
13 Board of Directors meetings.
GRI: 4.1, 4,3
o2.3
Corporate Governance
ANNUAL REPORT AND SUSTAINABILITY26
Members of the Board
of Directors
Manoel Felix Cintra Neto
Chairman
He graduated in economics from Universi-
dade Presbiteriana. He has been executive
chairman of the board of directors of Banco
Indusval S.A. since May 2011. He started his
career as a trainee and became an executi-
ve officer for the São Paulo region at Banco
Bozano Simonsen (1970 to 1984). He was
executive officer and CEO of Banco Multiplic
from 1985 to 1997 and partner and CEO of
Multiplic Corretora de Valores Mobiliários
from 1997 to 1999. He was CEO and partner
of Banco Multistock, Multistock S.A. Correto-
ra de Cambio e Valores, Maxima Promotora
de Vendas Ltda. and Maxima Financeira Cré-
dito, Financiamento e Investimento S.A. from
1999 to 2003. After the merger of these com-
panies with Banco Indusval S.A., he became
one of the controlling shareholders, as well as
a member of the board of directors and the
CEO (2003 to May 2011). Simultaneously, he
exercised management functions in several fi-
nancial sector entities, namely: director (1987
to 1990) and chairman (1990 to 1992) of
the National Association of Investment Banks
(ANBID), executive director (1989 to 1995) of
the Brazilian Federation of Banks (FEBRABAN),
vice chairman of the board of directors (1999
to 2003) of the Brazilian Clearing and Deposi-
tary Corporation (CBLC), vice chairman (1994
to 1997) and chairman (1997 to May 2008) of
the board of directors of the Brazilian Mercan-
tile and Futures Exchange (BMF), member of
the board of directors of the BMFBOVESPA
S.A. - Securities, Commodities and Futures
Exchange from May 2008 to May 2009. He
was chairman of the National Association of
Securities, Exchange and Commodities Broke-
rage Firms (Ancord) from 2009 to 2013, and
member of the audit board of the Credit Gua-
rantee Fund (FGC) from 1999 to 2013. He is
currently chairman of the Brazilian Banks As-
sociation (ABBC) since July 2013, member of
the advisory board of the Brazilian Banks Fede-
ration (FEBRABAN), founding member of the
executive board of the National Confederation
of Financial Institutions (CNF), and chairman
of Alfabetização Solidária (Alfasol) since 2009,
vice chairman of the Organizing Committee of
the Rio 2016 Olympic and Paralympic Games,
and CFO of the São Paulo Contemporary Art
Museum (AAMAC).
GRI: 4.1, 4,3
Carlos Ciampolini
Vice-Chairman
He graduated in economics from Universida-
de Presbiteriana Mackenzie in1973. He star-
ted his career at Indusval S.A. Corretora de
Títulos e Valores Mobiliários working in se-
veral areas, such as: portfolio management,
investment clubs management and stock
and mercantile exchange trader (BOVESPA e
BMF), developing solid experience, contribu-
ting and participating in a number of structu-
ring projects in these areas. In 1980, he was
27
elected an Executive Officer of the institution,
responsible for the development, implemen-
tation and management of several areas of
the brokerage house. In 1991, when Banco
Indusval started its operations, he was named
an Executive Officer, a position he held until
May 2011. He is part of the controlling group
of Banco Indusval S.A. and member of the
Board of Directors since March 2008. He is a
member of the Board of Directors of GeneSe-
as Aquacultura Ltda.
GRI: 4.1, 4,3
Afonso Antônio Hennel*
Vice-Chairman
IHe started his career in 1973 at Semp Rádio
e Televisão S.A. The same year he became
manager at Semp Amazonas S.A., a position
he held until 1976 when he was named the
chief officer of the unit. In 1977, he became
the vice president and a member of the bo-
ard of directors of the company, a position
he held until 1983. He was then designated
to the Semp Toshiba Group’s headquarters in
São Paulo and elected corporate vice president
and member of the board of directors. He was
appointed CEO in 1998, while maintaining his
position as director, and was named chairman
of the board in 2003. He held both positions
until 2013, when he resigned as both chair-
man and CEO, retaining his position as direc-
tor. He also served on the board of directors of
Banco Intercap S.A. from 2010 to 2013 and
after Banco Indusval S.A. acquired it, he was
elected director of the latter. He completed a
business management course at the Fundação
Getulio Vargas - FGV (1973). His investiture as
director of Banco Indusval S.A. is awaiting ap-
proval from the Banco Central do Brasil.
GRI: 4.1, 4,3
Antônio Geraldo da Rocha
Board Member
He studied economics for three years at Fa-
culdades Integradas Benett, after which he
dedicated himself to the financial markets
where he has operated since 1972. His edu-
cation was complemented through floor tra-
ding courses at IBMEC and FGV. He began his
career at the brokerage house Marcelo Leite
Barbosa Corretora and, in 1973, became par-
tner of the brokerage house Vetor Corretora.
In 1975, he founded Stock S.A. Corretora de
Cambio e Valores, becoming its CEO and ma-
jority shareholder. He also founded Stock Dis-
tribuidora de Valores Mobiliarios, which was
transformed into Banco Stock S.A. in 1989,
later merging with Maxima Corretora and
Multiplic Corretora to become Banco Multis-
tock S.A. In 2003, Banco Multistock S.A. mer-
ged with Banco Indusval to operate under the
brand Banco Indusval Multistock, where was
executive officer and has been a director since
March 2008. In 2006, he founded Stock As-
set Management Adm. Gestao de Recursos
Ltda, where he has been an executive officer.
GRI: 4.1, 4,3
Jair Ribeiro da Silva Neto
Conselheiro
Jair Ribeiro started his professional care-
er in 1979 as lawyer at the law firm Pi-
nheiro Neto Advogados, working in the
MergersAcquisitions area.  From 1988 to
1999, he was co-founder and CEO of Banco
Patrimônio (a joint-venture with the Ame-
rican bank Salomon Brothers). In 1999, he
led the sale of Banco Patrimônio to Chase
Manhattan and served as CEO of Banco
Chase Manhattan Brasil from March 1999
Corporate Governance
ANNUAL REPORT AND SUSTAINABILITY28
to December 2000. After the acquisition of
JP Morgan by Chase, he moved to New York
(2001-2003), where he was the head of JP
Morgan international equities team, respon-
sible for Europe, Asia, South Africa, Latin
America and Australia. He is a co-founder
(2006), was the CEO (2006-2009) and cur-
rently is the Vice President of the Board of
Directors and shareholder of CPM Braxis S.A.
(Capgemini do Brasil), one of largest techno-
logy services companies in Brasil, with over
7,000 employees. He is also managing part-
ner of Sertrading S.A., a company operating
in the foreign trade segment with revenues
of over R$3 billion. He is also a director of
ANBIMA and a council member of Conselho
Estadual da Educação do Estado de São Pau-
lo (The State of São Paulo Council of Educa-
tion). He is the founder and the CEO of Casa
do Saber and the general coordinator of the
Associação Parceiros da Educação.
GRI: 4.1, 4,3
Luiz Masagão Ribeiro
Board Member
He graduated in business administration
from the Fundação Getulio Vargas (FGV) in
1974, where he was a professor from 1975
to 1979 in the Finance Department. He be-
gan his career in 1971 at Indusval Corretora
de Titulos e Valores Mobiliarios, where he be-
came an executive officer in 1973 and CEO
in 1988, a position he held until 2003. He
was member of the board of directors of the
Sao Paulo Stock Exchange (Bovespa) from
1980 to 1981 and from 1987 to 1992. He
was chairman of the board of directors of the
Brazilian Mercantile and Futures Exchange
(BMF) from 1987 to 1991, and a director
from 1998 to 2003. He was the CEO of Ban-
co Indusval S.A. from 1988 to 2003, when
the bank merged with Banco Multistock. Sin-
ce then, he has been its managing director
and chairman of the board of directors, cur-
rently serving as co-chairman. He is one of
the controlling shareholders of Banco Indus-
val and is a member of the Ethics Committee
of the Brazilian Association of the Financial
Market Institutions (ANBIMA).
GRI: 4.1, 4,3
Roberto de Rezende Barbosa*
Board Member
He was elected Member of the Board of Di-
rectors of Banco Indusval S.A. in November
2013. He built a solid career in the Brazilian
agribusiness sector. Since 2009 he is a Mem-
ber of the Board of Directors of Cosan S.A.,
one of the most important Brazilian corpora-
tions; since 2011 he is the Chairman of the
Board of Directors of Empresas NovAmérica,
a major participant of the Brazilian agricul-
tural sector; since 2013 me is a member of
the Consulting Board of Ceres Sementes do
Brasil; and since 2014 a deputy Board Mem-
ber Sociedade Rural Brasileira (SRB). Since
1997 he is also a Director of the Conselho
Deliberativo da União da Indústria de Cana
de Açúcar, and from 2000 to 2010 he was
a Board Member of the Sociedade Corretora
de Álcool (SCA). He was a member of the
Consulting Board of Semp Toshiba S.A. from
2006 to 2010. From 2004 to 2010 he was
Chairman of Board of Directors of the Cen-
tro de Tecnologia Canavieira. From 2001 to
2010 he was a Board Member of the Institu-
to de Estudos de Desenvolvimento Industrial.
He has a specialization degree in Advanced
*He will join after approval by the Banco Central do Brasil
29
Management from University of Southern
Califórnia (USA). He will join the Board of Di-
rectors of Banco Indusval S.A. after approval
by the Banco Central do Brasil.
GRI: 4.1, 4,3
Alain Juan Pablo Belda
Independent Board Member
He graduated in Business Administration
from Universidade Presbiteriana Mackenzie,
and was hired by the Brazilian subsidiary of
the Alcoa Group in 1969, where he worked
for four decades. He worked in various jobs
in the financial and planning areas until he
was appointed President of Alcoa Alumínio
in 1979, later, he was Vice-President (from
1982 to 1991) and President (from 1991 to
1994) of Alcoa Latin America. In 1994 he be-
came Vice-President of Alcoa Inc., and was
its Chief Executive Officer from May 1999
to May 2008, when became Chairman of
the Board of Directors. He is member of the
Board of Directors of Citigroup Inc from July
1997 to March 2012. Currently, he is an In-
dependent Member of the Board of Directors
of Banco Indusval SA, since May 2011, of
Renault S.A. since May 2009, of Internatio-
nal Business Machines Corp. (IBM) since July
2008, and of Omega Energia Renovável S.A.
since October 2010. In addition he participa-
tes and leads various associations and is a Bo-
ard Member of a number of Brazilian and in-
ternational institutions linked with education
and philanthropy. He is a managing director
of Warburg Pincus LLC and leads the Latin
America investments of this private equity
fund since 2009.
GRI: 4.1, 4,3
Alfredo de Goeye Junior
Independent Board Member
He graduated in Business Administration
from Fundação Getúlio Vargas in1974. He
worked in the financial sector and in machi-
nery and equipment sector for 10 years befo-
re joining Cotia Trading in 1979. He worked
for Cotia for 21 years in various jobs in Brazil
and abroad. From 1994 to 2000 he was the
Sales Vice President. In the second half of
2000 he co-founded a Sertrading S.A. and,
in 2002 he co-founded Serlac Trading S.A.,
a subsidiary for milk products. In 2006 he
Co-founded Braxis S.A., currently know as
Capgemini, one of the largest technolo-
gy services company in Brazil, where he is
a member of the Board of Directors. Cur-
rently, he is the President of Sertrading and
a member of the Private Sector Consulting
Board of the Brazilian Chamber for Foreign
Trade - CONEX (Camera de Comércio Exte-
rior), a public agency of the Ministry of Deve-
lopment, Industry and Foreign Trade (MDIC).
He is also a Director of Brazil-China Business
Council, the most active business body for
the bilateral relationship between the two
countries. He is a Director of ABECE - Asso-
ciação Brasileira de Empresas de Comercio
Exterior. He is a member of the Board of Di-
rectors of Banco Indusval S.A. and a Board
Member for Associação Parceiros da Educa-
ção, which aims to contribute towards the
improvement of the Brazilian public school
system.
GRI: 4.1, 4,3
Corporate Governance
ANNUAL REPORT AND SUSTAINABILITY30
Guilherme Affonso Ferreira
Independent Board Member
He graduated in Production Engineering
from the Escola Politécnica Universidade de
São Paulo, in 1975, and studied Politics and
Economy at Macalester College Minneapo-
lis/USA, in 1974, also studied Cattle in the
Tropics at James Cook University, Townsville/
Austrália, in 1976. He started his career as an
Investment Analyst of Banco Noroeste. Since
1976 He worked for Bahema S.A. since 1976,
where he held positions in many areas, from
Financial Manager to President. Presently he
is President of Bahema Participações S.A. Be-
tween 1998 and 2010 he was a Board Mem-
ber of many companies, such as Unibanco
S.A., Unibanco Holding S.A., Submarino S.A.,
B2W Companhia Digital, Santista Têxtil S.A.,
Eternit S.A. e Avipal S.A. Avic. e Agropecu-
ária. He is a Board Member of Sul América
S.A., Companhia Brasileira de Distribuição
(Pão de Açúcar); Valid Soluções e Serviços de
Segurança em Meios de Pagamento e Iden-
tificação S.A.; Tavex Brasil S.A.; Gafisa S.A.;
Arezzo S.A. and Ideiasnet S.A. Since 2006
is member of the Consulting Board of Banco
de investimentos Signatura Lazard Assessoria
Financeira Ltda.
GRI: 4.1, 4,3
Walter Iório
Independent Board Member
He obtained a degree in accounting from
Fundação Armando Alvares Penteado (FAAP)
in 1969. He has vast experience in financial
institutions, insurers and private pension enti-
ties. He was a partner at KPMG Brazil (1966 -
2005), where was coordinator of their Finan-
cial Services practice and, for the last 12 years,
member of the executive committee. He was
the partner responsible for auditing various fi-
nancial institutions and insurance companies,
such as the Itaú, Bradesco and Bandeirantes
groups, Deutsche Bank, Banco Sofisa, Banco
Paulista, AGF Seguros, Tokio Marine Segura-
dora and Yassuda Seguros, among others. He
was Managing Director of KPMG PREV, a pri-
vate pension entity, from 2000 to 2009, and
chairman of the audit committee of Tokio
Marine Brasil Seguradora S.A. and Tokio Ma-
rine Seguradora S.A. from 2006 to 2011. He
was a director at Banco Indusval S.A. from
2007 to 2008. He is member of the working
group of specialists in financial institutions
of the Institute of Independent Auditors of
Brazil (IBRACON), participating in the prepa-
ration of audit and accounting standards to-
gether with the Banco Central do Brasil. He is
a member of the Regional Accounting Coun-
cil of Sao Paulo (CRC-SP). He was elected to
the term from 2006 to 2009 and reelected
for the terms from 2010 to 2013 and from
2014 to 2017, was coordinator of the Inter-
nal Control Chamber (2006-2011) and the
Professional Development Chamber (2012-
2013) and is currently vice coordinator of the
1st Inspection Chamber. He is a member of
the audit committee of Sul América S.A. sin-
ce 2007, of HDI Seguros S.A., and of Tarpon
Investimentos S.A., a publicly held company
whose core business is the management of
investments in stock exchanges and private
equity, since 2010.
GRI: 4.1, 4,3
31
Executive
Board
o2.4Elected the two-year period of 2013/2014, the executive board has six experienced financial
market professionals, led by Jair Ribeiro and Luiz Masagão Ribeiro, who share the role of
chief executive officer.
The executive board is responsible for management and for the implementation of the gui-
delines and general policies established by the Board of Directors. The Management’s remit
includes compliance to the law, and fulfilling the determinations taken at the Shareholders’
Meetings and the Board of Directors.
Members of the Executive Board in December 2013
// Jair Ribeiro da Silva Neto – Co-CEO
// Luiz Masagão Ribeiro – Co-CEO
// André Jacintho Mesquita – Vice-President
// Gilberto Barshad Faiwichow – Vice-President
// Cláudio Roberto Cusin – Executive Officer
// Jair da Costa Balma – Executive Officer
Corporate Governance
ANNUAL REPORT AND SUSTAINABILITY32
GRI: 4.2
Chairman of the Board of Directors
Manoel Felix Cintra Neto
Chief Executive Officers
	 Jair Ribeiro	 Luiz Masagão Ribeiro
Investment Banking
André Mesquita
Commercial Products and
Structured Operations
Gil Faiwichow
Treasury, Investors Relations
Foreign Funding
Local Funding Credit Risk
jair balma Claudio Cusin
Credit
Information
Technology Security
Accounting and Controlling
and Risk Management
Legal, Compliance
and Internal Controls
Administrative
Human Resources
 Marketing
Internal Audit
33
o
FISCAL COUNCIL
BIP has operated a Fiscal Council since 2010. Its function is to audit the activities of Manage-
ment, inspect the financial statements and report its findings to shareholders. At present, the
Fiscal Council has three members, one of which is appointed by the minority shareholders. This
Council met ten times throughout 2013.
Fiscal Council Members
// Francisco de Paula dos Reis Junior – Sitting Member
// Jairo da Rocha Soares – Sitting Member
// João Verner Juenemann – Sitting Member
BIP’s management counts with twelve committees, of which two are non-statutory sub-com-
mittees for discussion and follow up of relevant matters. Committee members are professio-
nals with a multi-disciplinary background, experienced in the relevant areas. The objective of
these committees is to promote BIP’s growth and development, from an ethical perspective
and acting in an independent manner. To be implemented, all the Company’s policies have to
be analyzed and approved according to the Council’s strict standards.
GRI: 4.6
The Institution also counts with three communication channels - Canal Comunica (communi-
cation), Fale com Ética (ethics) and Ouvidoria (ombudsman), which communicate directly to
the Board. These communication channels reinforce the Bank’s commitment with transpa-
rency and with its main stakeholders.
GRI: 4.4
o2.5
Corporate Governance
ANNUAL REPORT AND SUSTAINABILITY34
COMMITTEES
Internal Audit Committee
Meeting monthly, the Committee is formed by the following members: Chairman of the Bo-
ard, Independent Counsel, Directors Co-Presidents, Manager of the Brokerage, Superinten-
dent of Accounting and Control, and Internal Audit Manager. Its remit is to advise the Board
of Directors on accounting practice for the preparation of the financial statements as well as
analyzing the effectiveness of internal controls.
GRI: 4.1
Assets and Liabilities Committee
In weekly meetings, the Assets and Liabilities Committee monitors and controls the Bank’s
liquidity, analyses cash flow projections for the Treasury, studies financing alternatives, dis-
cusses operations and operational limits, and approves lines of interbank credit. It is formed
by the Chairman of the Board, Directors Co-Presidents, Vice-President of Treasury, Local and
International Financing and Investor Relations, Director of Financing and Credit Risk, as well as
a representative of the risk area.
GRI: 4.1
o2.6
35
Special Cases Committee
The Special Cases Committee was created to
manage problem loans and/or clients with re-
levant credit alerts. This Committee discusses
and establishes action plans for the following
areas: Commercial, for amicable settlements,
Credit Recovery, for negotiations on debt
restructuring, and Legal, for debt recovery
lawsuits. Meeting weekly, it is formed by
the Chairman of the Board, Directors Co-Pre-
sidents, and the Commercial and Products
Vice-Presidents.
GRI: 4.1
Compliance Committee
With monthly meetings, its objectives are to
establish policies and operational rules, and
to define and evaluate the effectiveness of
strategies for the diffusion of the internal
controls culture, risk mitigation and suitability
to the legal framework. Its members are: the
Chairman of the Board, Board Member, Di-
rectors Co-Presidents, Manager of the Broke-
rage, Financing and Risk Manager, the res-
ponsible for Money Laundering Prevention,
the Administration, Accounting and Control,
and Legal Superintendents, and Compliance
and Internal Audit Managers.
GRI: 4.1
Credit Committee
Fundamental for the day-to-day operations
of the bank, the Credit Committee defines
the Risk Control policies of the Bank and, in
a collegiate manner, approves clients’ credit
limits. It has two weekly meetings, one focu-
sed on Emerging Companies and the other
on Corporate, and its meetings are bank sta-
tutory executives and Credit Managers. The
quorum is four members of whom at least
one has to be of the Commercial or Products
area and another from the Credit area. The
decisions are preferably consensual, but
could be approved by absolute majority.
Electronic Credit Committee
Warranty coverage details can be submitted
electronically to all members of the commit-
tee. These can be considered approved with
the positive response of three members; if
there is one negative response the case is re-
ferred to the Credit Committee.
Corporate Governance
ANNUAL REPORT AND SUSTAINABILITY36
Ethics Committee
Reporting to the Compliance Committee, its
focus is the ethical conduct within the pre-
mises of the Institution. Its remit includes the
periodic revision of the Ethics Code, and the
follow up on any eventual infraction, which
should be communicated to the top manage-
ment. Meeting at least twice per annum and
exceptionally, whenever necessary, its mem-
bers are the Superintendents of Human Re-
sources (Committee Coordinator), Adminis-
trative, Legal, and the Compliance Manager.
Information Technology and
Security Committee
Its mission is to plan and discuss the activities
and investments in technological infrastruc-
ture and systems, aiming for sustainable and
safe development of the Bank’s operations;
and to define IT policies and procedures for
the use of information, to assure their pro-
tection and to guarantee that managers,
employees and service providers adhere to
policies and follow procedures. The commit-
tee meets monthly. Its members are the CEO,
Executive Director of the Brokerage, the Su-
perintendents of Administration, IT and Infor-
mation Security, and the Managers of Deve-
lopment (IT) and Projects, Infrastructure (IT),
And Control and Compliance.
Legal Committee
Formed by the Chairman of the Board, one
Director Co-President, Legal Superintendent,
Legal manager and Superintendent of Credit
Recovery, as well as lawyers representing ex-
ternal offices, the Committee meets monthly
to analyze and discuss legal matters pertai-
ning to the Bank’s operations. It is up to the
Committee to analyze on-going cases and to
recommend actions to mitigate risk and to
assure satisfactory formal conclusion of ope-
rations.
GRI: 4.1
Products Committee
Its main objective is to evaluate and discuss
all questions related to the Bank’s products
such as implementation of new products,
defining and updating the operating proce-
dures for each product, identifying and eva-
luating their risk, and defining risk-mitigating
controls. The Committee meets monthly and
is formed by the Commercial and Products
Vice-Presidents.
37
o
Human Resources Committee
Meets to discuss Human Resources strategy,
as well as remuneration, human develop-
ment, employees and organizational environ-
ment. The committee meets fortnightly and
is formed by the Directors Co-Presidents, and
the Executive Superintendent of Human Re-
sources and marketing. Eventually, other ma-
nagers may be invited to give their opinions
on specific matters.
Compensation Committee
Instituted at the EGM of 24th April 2012, un-
der the terms of Resolution CMN 3921/10,
the Remuneration Committee is formed by
the Chairman and Vice-Chairman of the
Board, by the Directors Co-Presidents, by
an Independent Board Member and by the
Superintendent of Human Resources. Its
mission is to set the remuneration of the
Company’s management and to support the
Board of Directors in matters relating to per-
sonnel management, relating to the hiring,
retention and motivation of talents as well
as team management, in order to generate
long term value for shareholders.
Corporate Governance
ANNUAL REPORT AND SUSTAINABILITY38
o2.7
RISK MANAGEMENT
The efficient management of risk is essential for the durability of any financial institution. The
theme became even more relevant after the financial crisis, which hit the world markets in the
last decade. For BIP and its subsidiaries, the management of risk is strategic and includes the-
mes such as the continuity of the business under adverse operational conditions, compliance,
prevention of money laundering, security of information, control and mitigation of market and
liquidity risk, as well as the main risk to which it is exposed: the credit risk.
In relation to corruption, Banco BIP aims for the highest levels of ethics and credibility. All its
measures are directed at intolerance to any actions that lead to this theme. Our Ethics Code,
which is taught to all our employees with subsequent refresher courses, clarifies the theme
and the intolerance to this practice. There has never been a case of this type in our history of
more than 45 years.
Our risk management structure as described in the risk management policy guarantees the
identification, measurement, mitigation and control of risks to which the institution is expo-
sed, always aligned to the best market practice. With new products directed at the agribusi-
ness industry, Banco BIP has strengthened its controls, adopting tools to monitor harvests,
which demonstrates our commitment to the continuous improvement of our control systems.
BIP adopts transparent directives concerning the conduct of its employees in business and
their relationship with its stakeholders, adopting professional and regulatory standards. These
directives are stated in the Bank’s Ethics Code. All deviations from these standards norms are
subject to disciplinary action, up to and including termination of employment. All employee
commit, on joining the institution, to follow the Ethics Code, which expounds on the into-
lerance to unethical behavior. During 2013 all employees where enrolled in ethics e-learning
training. BIP has a communication channel for the purpose of receiving ethic-related com-
plaints, called “Fale com Ética”, which is found on the main page of the company’s website.
39
Complaints can be anonymous and are sent
directly to the Ethics Committee. In 2013
there were no cases of discrimination or cor-
ruption in the company. BIP is evaluated
by Internal and External Audits, who verify
if procedures are in accordance to the rules
and, if necessary, analyze corruption-related
processes. During 2013 18 audits were per-
formed and no evidence of corruption was
found.
GRI: SO2, SO3 e SO4
Ethics and credibility are values, which per-
meate all the institution’s relationships. The
company values fair practice, free competi-
tion and compliance with legal requirements.
In 2013 BIP was not the target of any legal
actions for unfair competition, antitrust prac-
tice or sanctions pertaining to non-complian-
ce with rules and regulations.
GRI: SO7 e SO8
Credit Risk
Credit risk is the possibility of financial loss
associated with the failure of a borrower or
counterparty to honor its contractual obliga-
tions. It also considers the loss of value of the
contracts entered due to the borrowers incre-
ased risk exposure, the reduction of income
or remuneration, to the advantages ceded in
debt renegotiations and to the recovery costs.
The risk management structure must allow
for the identification, measurement, control
and mitigation of risks, as well as defining
procedures and routines, in order to allow for
total Credit Risk Management concerning all
the areas of the business.
Operational Risk
Aligned with best market practice, Banco
BIP developed a structure to manage ope-
rational risk, which is formed by policies, pro-
cedures and actions focused on continuous
improvements. In 2013 the Bank adopted
the Simplified Alternative Standardized Ap-
proach (ASA 2) to calculate the regulatory
capital ratio required for operational risk in
accordance to the Circular 3.383/2008 of
the Banco Central do Brasil.
Market Risk
Market Risk is the possible variation in the
values of assets and liabilities, caused by os-
cillation of market indices, such as interest
rates, share prices, exchange rates and com-
modity prices; and in changes in the corre-
lation (interaction) between them as well as
variation in their volatilities.
Risk Management involves an integrated set
of controls and processes in accordance with
best market practice, which include all the
operations of the financial conglomerate.
This risk is identified, measured, mitigated
and managed with great caution, following
conservative guidelines as to exposure. It is
monitored daily and independently: the risk
area is segregated from Treasury and any
other area, which may influence its results
and analyses.
The main tools and measurements for the
management of market risk are: VaR (Va-
lue at Risk): a statistical measurement which
Corporate Governance
ANNUAL REPORT AND SUSTAINABILITY40
The management of liquidity risk is appro-
ved by the Board of Directors and revisited
annually. It establishes principles, guidelines
and responsibilities for the management of
the conglomerate’s liquidity risk in conformity
with the liquidity risk guidelines of Resolution
4.090/2012 of the Banco Central do Brasil.
These criteria and procedures establish the
cash levels necessary under normal market
conditions as well as measures to be taken in
the case of liquidity contingence.
Based on its conservative guidelines, and
to cope with uncertainties which were still
present in the financial markets throughout
2013, Banco BIP decided to increase its cash
levels. Thus, the average cash levels during
the year were of R$682 million.
estimates the maximum potential loss in the
Bank’s portfolio under normal market condi-
tions, under certain circumstances (time hori-
zon); Stress Test: a calculation of possible los-
ses in a stress scenario, to evaluate the effect
(both positive and negative) of extreme ma-
rket conditions on the Bank’s portfolio; and
Sensitivity Analysis. The policies, strategies
and risk exposure limits are proposed and re-
vised annually by the responsible areas and
approved by the Executive Management and
the Board of Directors.
Liquidity
Liquidity risk relates to the possible gaps be-
tween payments and receivables, which may
affect the capacity to repay one or more lia-
bilities. The risk also refers to the inability to
access capital markets in volume sufficient to
honor its short, medium and long-term com-
mitments.
the Bank adopted the ASA2
Simplified Alternative Standardized
Approach to calculate the regulatory capital
ratio required for operational risk.
IN 2013
41
aguardando
novo final
do texto da
chamada
o3
Strategy
WITH FOCUS AND
PERSISTENCE
WE REACH OUR
STRATEGIC AIMS
ANNUAL REPORT AND SUSTAINABILITY42 43
o
CLIENTS
Banco BIP counts with a highly qualified client relationship team, offering a wide range of
products, always taking into consideration the clients’ profiles.
As well as following aims of the Suitability process, BIP benefits from technological platform
which allows it to register all actions performed with clients, thus maintaining a valuable histo-
rical ledger which allows for in-depth understanding of clients’ needs
It is worth mentioning that one of our differentials is the integration between different areas
of the bank, mainly between the areas of credit analysis, compliance and risk management,
helping to streamline services to clients and reinforcing the institution’s safety.
For BIP, the year 2013 was marked by important strategic moves, such as the acquisition of
Voga Empreendimentos e Participações Ltda., through which we widened the scope of our
services, expanding the Bank’s presence in mergers and acquisitions, issuance of corporate
debt and other fixed income instruments, public offerings, corporate governance and financial
evaluations. The restructuring of the brokerage gave rise to Guide Investimentos, bringing in-
novation in the business technology platform.
Strategy
o3.1
ANNUAL REPORT AND SUSTAINABILITY44
Products
o3.2The Bank benefits from a diversified human capital, specialized in developing differentiated
financial products and customized services, with great experience in the market for financial
institutions.
BIP aims for an on-going specialization in promising economic sectors and geographical re-
gions. This results in the creation of franchise value in certain productive chains.
The synergy between the commercial, product and investment banking areas of the Bank is
fundamental in identifying opportunities and for the development of structured products and
services. This allows BIP to become the client’s strategic partner, offering recurring, customi-
zed services, which result in mutual benefits.
GRI: 2.2
Financing
(National and international)
// Individuals
// Corporations
// Financial Institutions
Commercial Banking
// Loans and Financing
// Agricultural Financing
// BNDES
// Trade Finance
// Structured Products
Investment Banking
// Mergers and Acquisitions (MA)
// Debt Restructuring and Distribution
// Capital Raising (Equity)
// Preparation for Capital Raising (IPO)
// Valuation Opinions
Assets and
Derivatives Desk
// Options
// Swaps
// Forwards and NDF
45
Strategy
PEOPLE
PEOPLE MANAGEMENT
Throughout its history, BIP has acquired more than assets – it has built up a unique intel-
lectual capital, with in-depth knowledge of the market and its peculiarities, and a respected
position vis-a-vis its competitors, partners, regulators and society as a whole.
Thus, the Institution’s human capital is considered it’s most valuable asset, and the Bank is
constantly focusing on efforts to improve its organizational environment. 2013 has represen-
ted the consolidation of the BIP project, which impacted the final changes in our staff.
o3.3
GRI: LA2
Employees . %
Former Employees 2011 2012 2013
Female 36% 40% 36%
Male 64% 60% 64%
New Hires 2011 2012 2013
Female 37% 40% 39%
Male 63% 60% 61%
ANNUAL REPORT AND SUSTAINABILITY46
New Hires . % - BY AGE
Former Employees . % - BY AGE
2011 2012 2013
36%	 Up to 25
39%	 26 to 35
16%	 36 to 45
07%	 46 to 55
02%	 Over 55
40%	 Up to 25
35%	 26 to 35
19%	 36 to 45
06%	 46 to 55
00%	 Over 55
32%	 Up to 25
37%	 26 to 35
14%	 36 to 45
14%	 46 to 55
03%	 Over 55
2011 2012 2013
16%	 Up to 25
29%	 26 to 35
19%	 36 to 45
25%	 46 to 55
11%	 Over 55
23%	 Up to 25
30%	 26 to 35
19%	 36 to 45
19%	 46 to 55
09%	 Over 55
23%	 Up to 25
40%	 26 to 35
19%	 36 to 45
12%	 46 to 55
06%	 Over 55
47
At the end of 2013, the Institution counted
with 443 employees. Among the many ac-
complishments in the human resources area,
were the fruits of our Trainee program, which
was concluded in 2012. At the conclusion of
the program, talent trained by BIP took new
management and coordination positions.
The conclusion of BIP’s restructuring pro-
gram, which started in 2011, impacted our
employee numbers, as the consequence of
strengthening some areas. Changes were
focused on forming the synergistic team we
have today. We seek to mix the high acade-
mic qualifications of our young talent with
the experience of our leaders so as to reach
our objectives in Excellence and Innovation,
in accordance to our values.
This was the ideal combination in order to
form a team capable of seizing the best op-
portunities in the market, with speed and
efficiency. The diversity of our staff provides
for an integrated vision, which is fundamen-
tal for our industry and structure.
GRI: LA13
Staff
Position Total Female Make Up to 25 26 to 35 36 to 45 46 to 55 Over 55
Analyst 137 47 90 33 67 26 9 2
Assistant / Operator 107 58 49 40 27 20 11 9
Coordinator 23 12 11 2 10 7 3 1
Specialist 37 14 23 12 14 4 7 0
Intern 17 11 6 16 1 0 0 0
Manager 119 32 87 10 56 21 25 7
Superintendent 20 3 17 0 5 6 6 3
Total 460 177 283 133 180 84 61 22
Board
Position Total Female Make Up to 25 De 26 a
35 anos
De 36 a
45 anos
De 46 a
55 anos
Mais de
55 anos
Vice-President / Officer 7 7 1 5 1
Board Member 9 9 1 8
Chairman / CEO 3 3 1 2
Total 19 0 19 0 0 1 7 11
Strategy
ANNUAL REPORT AND SUSTAINABILITY48
The consolidation of Banco BIP called for the
implementation of a new corporate culture,
constantly reinforced through training and
institutional actions. Today the Bank counts
with a strong organizational culture, aligned
with our corporate objectives. The diffusion
of our Values and Vision was fundamental in
assuring that the routine of our employees is
aligned with the Institution’s aims.
We put great value in the relationship with
the community; our recruiting and selection
process gives preference to local residents
in the hiring of General Managers, Supe-
rintendents, Directors and Vice-Presidents;
the definition of local being a state resident
The units of Rio de Janeiro, Goiânia, Campo
Grande and Curitiba, Maringá and Ribeirão
Preto are attended by Superintendents situa-
ted in other localities.
As well as managing the business of regional
platforms situated in their own areas, supe-
rintendents also manage platforms situated
in other states.
GRI: EC7
Banco BIP demands a high level of technical
excellence from all its employees, investing in
live training and e-learning which, supported
by sophisticated technology, prepares employe-
es for the complex demands of the job.
During 2013, there were more than 1350 hours
of live training for 1449 participants, resulting in
6700 man-hours. There were also 2257 hours
of e-learning, with 748 participants.
GRI: LA10
The Bank also focuses on the safety of its em-
ployees maintaining an Internal Committee
for Accident Prevention (CIPA), that organizes
monthly meetings to discuss measures to pre-
vent work-related accidents. The commission
is located at the units of the Bank at Faria
Lima and Boa Vista, in São Paulo, following
the rules of NR5. In 2011, the members of
the commission represented 1% of employe-
es, increasing to 2% in 2012 and 3% in 2013.
GRI: LA6
BIP believes in the importance of academic
learning for its employees. In 2013, the Bank
invested more than R$218.9 thousand in 73
bursaries for employees at several hierarchi-
cal levels.
Meritocracy forms an intrinsical part of our
culture. The jobs and remuneration policy in-
volves a variable part which recognizes the
individual performance of each employee.
There is a 360-degree evaluation in which all
employees are evaluated by their peers, ma-
nagers and subordinates. This sustains and
assures that the variable part of remuneration
is determined by merit. All BIP employees
receive periodic feedback and analysis of their
performance, and there are work groups for-
med by coordinators and managers, which
periodically develop training materials and
actions in order to monitor and improve our
managers’ feedback capabilities. We also
promote activities with research and exercise.
GRI: LA12
49
Employees benefit from a wide scope of be-
nefits such as dental health plans, subsidized
medicines, low interest loans, private pen-
sion plans as well as all benefits guaranteed
by collective labor convention. The Bank also
offers all employees aged between 16 and 65
a complementary pension plan, PREVIBIP.
Employees have at their disposal PGBL (private
pension plan) and VBGL (life insurance plan).
GRI: EC3 e LA4
Continuing the project of Organizational En-
vironment and following BPIs objective to
become one of the Best Companies to Work
for in Brazil, several activity groups were or-
ganized with coordinators and managers in
order to discuss improvements. The groups
received advise from Human Resources and
Marketing, as well as support from members
of the board.
The work groups focused on improvements
in the following areas: Careers and Remune-
ration, Training, Feedback, Mentoring, IT and
Integration between areas of the bank.
During 2013, the Communication and ma-
rketing department invested in initiatives ai-
med at employees, focusing on integration
and interactivity between managers and te-
ams, with a diversified action calendar. One
of the highlights was the BIP football cham-
pionship, which signed up more than 140
employees in less than one hour. The event
was a success with repercussions throughout
the year. There were also initiatives to pro-
mote well-being, such as quick massage for
employees at headquarters and branches,
distribution of fruits and health mapping.
Again we organized our traditional June Par-
ty with a slightly different format, having ex-
panded the event to include one of the State
schools which the Institution supports throu-
gh the Education Partnership Project. Thus,
as well as employees and families benefiting
from a day of leisure, the local community
was included. We also sponsor the Pão de
Açúcar Marathon to support physical activi-
ties and we promote several internal social
actions such as the food and hygiene pro-
ducts campaigns, as well as volunteer work.
At the end of the year, there was a mana-
gers’ meeting for 160 employees, aiming to
align expectations and directives for 2014.
The event was a success and promoted the
integration of branch employees with our
headquarter’s team, as well as generating
several action plans which will be followed
through in 2014.
To strengthen client relationships, we have
invested in events, fairs and lectures in São
Paulo as well as in the areas where our
branches are located. These events showed
very positive results, generating new busi-
ness and bringing together our sales team
with actual and prospective clients. To fur-
ther promote our brand in the market, we
also realized our first advertising campaign.
Throughout 2013, a nationwide campaign
called ‘Depoimentos’ (Testimonies) appea-
Strategy
ANNUAL REPORT AND SUSTAINABILITY50
red in newspapers, magazines, airports and
internet, focusing on the financial sector. The
results were palpable, with an increase in hits
to our corporate website, an increase in follo-
wers in our social networks as well as client
contacts.
With the support of our press department,
we noticed a significant increase in the media
exposure, reaching an average of 73 articles
per month. BIP executives have also partici-
pated in media training courses, which have
honed the management’s technical capacity
in performing interviews and external promo-
tions of the Bank.
BIP bases all its communication and marke-
ting according to the rules and regulations of
the Brazilian Council of Advertising or volun-
tary codes, relating to marketing; including
advertising, promotion and sponsorship.
GRI: PR6 e PR7
NEW TALENTWith he conclusion of the Trainee
program, new management and
coordination positions were taken
by talent formed by BIP.
51
o4
Sustainable Dimensions
WE BELIEVE IN
THE STRENGTH
OF BEING A TEAM
ANNUAL REPORT AND SUSTAINABILITY52 53
Sustainable Dimensions
ECONOMIC
Economic and Industry
Last year, the 2.3% growth in the Gross Domestic Product (GDP) positively surprised the ma-
rket, driven mostly by the agribusiness and higher household and government consumption.
On the supply-side, the agricultural sector encouraged the growth of the economy in 2013,
reverting the negative results of the previous year, and was fostered mainly by soybeans, corn
and wheat production. The services sector also posted growth when compared to 2012, all
sub-sectors registered growth. The industry sector had poor results, due to uneven production
performance. On the demand side, household consumption grew for the tenth consecutive
year, and offset the negative impact of the external sector.
Due to the high importance of sustainability to our business, BIP values the ethics and the
performance produced by all interest groups related to its business. Just as its clients’ financial
health is important for its business, having an ethical and committed team with great expertise
is also an essential ingredient to achieve success.
Following the concept of Triple Bottom Line that takes into account social, economic and
environmental aspects GRI is the report model most used by companies, which pioneer sus-
tainability. Its preparation process contributes towards the engagement of strategic areas of
the organization, promotes a reflection about main impacts, the definition of performance
indicators and the communication with interest groups.
o4.1
ANNUAL REPORT AND SUSTAINABILITY54
Though the overall performance was abo-
ve expectation, the growth of the Brazilian
economy is still below the average for recent
years. In this scenario, the recent deteriora-
tion of public accounts concerns the market.
The federal government primary surplus has
been gradually reduced, pressuring the go-
vernment debt/GDP ratio. Some credit ra-
ting agencies have changed from stable to
negative the rating outlook, flagging the
rating might be downgraded if the weak
economic growth and increase in public
debt scenario continues.
Retail sales rose by 3.6% in 2013 according
to IBGE (Brazilian Institute of Geography and
Statistics). Hypermarkets and supermarkets,
as well as food, beverage and tobacco indus-
tries, recorded a 1.9% increase in sales 2013,
lower than 2012 as a result of strong rise in
food prices. Other highlights are car sales
1.5% increase over 2012, and strong sales
of furniture and household appliances driven
by Minha Casa Melhor (My Better House)
Government’s programme.
The inflation rate as measured by IPCA (Broad
Consumer Price Index) was 5.91% in 2013,
above the midpoint of 4.50% Government
target, and above 2013 5.84%.
This is the fourth straight year the official in-
flation rate closed above the midpoint of the
Central Bank’s target. In this scenario, the
monetary authorities started a cycle of mo-
netary tightening in April, the Selic prime rate
increased 2.75%, to an annual rate of 10%.
Credit supply rose by 15% in 2013, down
from 16% in 2012 and 19% in 2011. The
credit supply/GDP ratio was above 56.5% vs.
53.8% in 2012. The default rate moved back
to 4.7% from 5.6% in 2012. Personal credit
default rate moved back to 6.7% from 8.0%
in 2012. Business default rate moved back
to 3.1% from 3.7% in 2012. These improve-
ments in the default rates are due to greater
selectivity in loan grating.
55
PERFORMANCE
BIP consolidated financial statements for the year ended December 31, 2013 totaled R$ 4.9
billion in assets, up 23% from the previous year, from business generated mainly through our
ten Brazilian and one foreign branch, and also through CBI Agro Partners and Guide Investi-
mentos S.A. Corretora de Títulos e Valores Mobiliários.
Consolidated. R$ million
Income Statement 2011 2012 2013
Income from Financial Operations 631.7 640.0 459.9
Financial Operations Result 52.5 150.6 -43.4
Net Income -31.7 14.2 -120.0
Balance Sheet 2011 2012 2013
Free Cash 762.3 571.1 758.0
Loan Portfolio 2,269.6 2,624.3 3,025.2
Expanded Loan Portfolio (a)
2,534.4 3,067.9 3,867.1
Total Assets 4,278.3 4,022.0 4,936.8
Total Deposits (b)
1,851.2 2,274.6 3,219.0
Foreign Borrowings 463.8 388.6 364.3
Local Onlendings 218.2 335.5 310.0
Equity 577.1 587.2 674.2
Performance Indicators 2011 2012 2013
Default Rate (c)
5.1% 1.5% 2.3%
Basel Index (Tier I) 18.2% 14.9% 14.8%
Efficiency Ratio 74.4% 68.7% 130.1%
Return on Average Equity (ROAE) -6.3% 2.4% -19.0%
Operational Indicators 2011 2012 2013
Number of Corporate Borrowers 734 851 1,063
Number of Employees 421 436 443
a.	 Loan portfolio, guarantees issued (guarantees, sureties and letter of credit), agricultural bonds and private bonds.
b.	 Includes agribusiness credit certificates (LCA), mortgage certificates (LCI) and financial bills (LF).
c.	 Loan contracts outstanding over 60 day/Loan Portfolio.
Sustainable Dimensions
ANNUAL REPORT AND SUSTAINABILITY56
Expanded Loan Portfolio
The Expanded Loan Portfolio, which includes
guarantees, sureties, letters credit issued by
the Bank, agricultural bonds, private bonds, as
well as credit issued by Banco Intercap totaled
R$ 3.9 billion in December 31, 2013, up 26%
over 2012 (19.2% organic growth).
During 2013, we balanced the participation
between the Corporate (companies with an-
nual gross revenue between R$400 million
and R$2 billion) and the Emerging companies
(with annual gross revenue between R$80
million and R$400 million) segments in our
expanded loan portfolio, which by year-end
had 52.2% in the Corporate segment (59.3%
in December 2012) and 47.0% in the Emer-
ging companies market segment (39.1% in
December 2012).
Expanded Loan Portfolio.
R$ million
Loans and Financing in Reais
Guarantees Issued (Guarantees, Sureties and L/C)
Private Bonds (PN and Debentures)
Trade Finance
Agriculture Bonds (CPR, CDA/WA and CDCA)
Others *
* Others are CDC – Vehicles, Loans – acquired and
BNDU Financing.
2,5342011
3,0682012
3,8672013
26.1%
52.6%
R$3.9 BillionBIP total expanded loan
portfolio in 2013 - up 26%
from 2012.
57
EXPANDED LOAN PORTFOLIO
* Other industries with less than 1,4% of the portfolio.
Agribusiness
Construction
Oil, biofuel and sugar
Food and Beverage
Automotive
Power generation and distribution
Livestock
Infrastructure
Commerce – Retail and Wholesale
Transportation and logistics
Textile, apparel and leather
Financial activities
Chemical and pharmaceutical
Raw Materials
Metal industry
Education
Machinery and Equipments
International trade
Other industries *
BREAKDOWN BY INDUSTRY . %
22.1%
9.4%
7.6%
6.6%
6.4%
4.2%
3.9%
3.8%
3.9%
3.8%
2.7%
2.3%
2.3%
2.3%
2.1%
2.0%
1.7%
1.6%
11.4%
GRI: FS6
Sustainable Dimensions
ANNUAL REPORT AND SUSTAINABILITY58
BREAKDOWN BY REGION BREAKDOWN BY SIZE
GRI: FS6
Note:
1 Emerging companies - with annual gross revenue between R$80 million and R$400 million.
Corporate – companies with annual gross revenue between R$400 million and R$2 billion.
Others are CDC – Vehicles, Loans – acquired and BNDU Financing.
2 The data is based on the expanded loan portfolio, which consists of: Loans and Financing in Reais, Trade Finance, Guarantees
Issued (guarantees, sureties and letters of credit issued), Agriculture Bonds (CPRs e CDA/WAs) and Private Bonds (promissory notes
and debentures), both classified as Securities (TVM).
54%	Southeast
20%	Central-West
20%	South
04%	Northeast
02%	North
52.2%	Corporate
47.0%	 Emerging companies
0.8%	Others
EXPANDED PORTFOLIO BY
REGION (2013) . %
EXPANDED PORTFOLIO BY
SEGMENT (2013) . %
59
Loan Portfolio
By Guarantee (2013) . %
Loan Portfolio
By Maturity (2013) . %
56%	 PN Guarantee
22%	Receivables
08%	 Lien on properties
05%	 Lien – other types
04%	 Monitored Lien
03%	Securities
02%	 Lien on Vehicles
32%	 Up 90 days
31%	 Over 360 days
19%	 91 to180 days
18%	 181 to 360 days
By Customer Concentration
13.1%
14.0%
16.8%
29.7%
30.9%
32.0%
25.4%
27.7%
26.8%
31.9%
27.4%
24.4%
10 largest 11 to 60 largest 61 to 160 largest Other
2013
2012
2011
Loan Portfolio
Sustainable Dimensions
ANNUAL REPORT AND SUSTAINABILITY60
Loan Portfolio Quality
As a reflection of BIP’s strategy of focusing
it’s loan portfolio on better quality operations,
we increased the representativeness of credit
rates between AA and B to 87.1% in Decem-
ber 2013, from 81.4% in December 2012.
87.1%Representativeness of credit rates
between AA and B in BIP Loan
Portfolio in 2013.
Loan Portfolio By Rating
AA-B C D - H
4Q11 69.9% 19.8% 10.3%
4Q12 79.1% 13.1% 7.7%
4Q13 83.9% 4.8% 11.3%
After we increased the allowance in Mar-
ch 2013, the annualized allowance for loan
losses (ALL) expense was 1.13% of the ex-
panded loan portfolio in the 2Q13, 0.75%
in the 3Q13 and 0.95% in the 3Q13. These
figures also include Banco Intercap and take
into account (i) reductions/rebates granted
on settlements, (ii) proceeds recovered from
outstanding loans, and (iii) reimbursement
of allowance for loan losses paid in excess to
the former shareholders of Banco Intercap, as
agreed during the acquisition.
Along the year, R$61.7 million in loan opera-
tions were written off as losses, and R$10.7
million were recovered from previous written-
-off loans.
In March 2013, in order to preserve the
Bank’s future performance, we increased the
allowance for loan losses (ALL) in R$110.7
million, for loans given before April 2011,
which were under our former credit policy.
This increased our allowance for loan losses
over the total expanded loan portfolio ratio,
from 3.7% in December 2012 to 7.3% in
December 2013. The coverage for customers
under the new credit policy is 1.6%.
ALL Expenses – Annualized . %
0.75%
1.13%
0.95%
2Q13
3Q13
4Q13
61
Free Cash
On December 31, 2013, free cash totaled
R$758.0 million, or 23.5% of total deposits
and 1.1 times shareholders’ equity. Calcula-
tions include cash, cash equivalent, short-term
marketable securities, bonds and securities
(TVM), but not including bonds such as CPR,
CDA/WA, Debentures and PN.
FUNDING
Total funding was R$3.9 billion in 2013, up
29.8% from 2012. Time deposits, basically
CDBs - Certificados de Depósitos Bancários
(Certificates of Bank Deposit) and DPGE - De-
pósitos a Prazo com Garantia Especial (Time
Deposits with Special Guarantee) comprise
57.2% of overall funding (57.3% in 2012),
followed by LCA - Letras de Crédito do Agro-
negócio (Agribusiness Credit Certificates),
which comprise 19.3% of overall funding
(12.2% in 2012). LCAs are backed by agri-
business loans and offer a tax benefit to in-
dividual investors. The increase reflects the
Bank’s strategy of diversifying its product
portfolio to have greater balance in funding
costs. Funding through LCI - Letras de Crédi-
to Imobiliário (Mortgages Certificates), which
started in the second half of 2012, and LF
- Letras Financeiras (Financial Bills) comprise
4.3% of overall funding (1.4% in 2012). On-
lending funds accounted for 8.0% of overall
funding (11.2% in 2012).
Foreign funding comprises 9.4% of funding
(13.0% in 2012), and is related do Trade Fi-
nance loans granted by correspondent banks.
FREE CASH . R$ MILLION
758
571
7622011
2012
2013
Sustainable Dimensions
FUNDING . R$ MILLION
Foreign Currency
2.5332011
2.9992012
3.8932013
91.7%
Local Currency
ANNUAL REPORT AND SUSTAINABILITY62
32%	DPGE
26%	CDB
19%	LCA
09%	 Foreign Loans
08%	Onlending
04%	 LF e LCI
02%	 Interbank and demand deposits
Funding by Type
of Investor . %
Funding
by Maturity . %
40%	 Institutional Investors
17%	Corporations
11%	Individuals
09%	 Foreign Banks
08%	BNDES
07%	 Brokerage Firms
06%	 Brazilian Banks
02%	Others
39%	 Over 360 days
29%	 Up to 90 days
19%	 91 to 180 days
12%	 181 to 360 days
01%	 Demand deposits
Funding by Product .
R$ million
63
Financial Operations
Gross Income
The financial operations income before allo-
wance for loan losses (ALL) came to R$ 112.8
million in 2013, down 45.6% from the R$
207.4 million reported in 2012. The financial
operations income result was R$ 43.4 million
negative, a 128.8% reduction when compa-
red to 2012. The main reasons for this loss
were: (i) an additional provision for allowan-
ce for loan losses (ALL) of R$110.7 million,
exclusively for loans given before April 2011,
in order to preserve the Bank’s future perfor-
mance, and (ii) by the negative effects, with
no cash impact, of the Banks decision, in
2Q12, to revoke the hedge accounting desig-
nation of cash flow hedges.
Efficiency Ratio . %
Net Interest Margin (NIM) . %
20122011 2013
74.4%
68.7%
130.1%
20122011 2013
6.3%
5.7%
4.7%
Net Interest Margin = [Financial Operations Gross Income before
ALL, not including: (i) the effects of revoking, in 2Q12, the hedge
accounting designation of cash flow hedges and (ii) reductions/
rebates granted on settlements] / average interest-bearing assets.
Net Interest Margin
and Efficiency Index
Sustainable Dimensions
ANNUAL REPORT AND SUSTAINABILITY64
Capital Structure
BIP’s shareholders ‘equity consists of Tier I capital. At the close of 2013, the Bank’s Reference
Equity accounted to R$643.1 million, up 10.2% year-over-year, and its Required Reference
Equity (Patrimônio de Referência Exigido - PRE) accounted for 74.1% of the total Reference
Equity (73.8% at the close of 2012). Consequently, BIP Basel Index stood at the close of 2013
at 14.8%, 0.1% lower than the 14.9% registered in 2012.
Shareholders’ Equity . R$ million
674.2
587.2
577.12011
2012
2013
Basel Index (Tier I) . %
14.8%
14.9%
18.2%2011
2012
20133.9 Billionwas the total funding in 2013,
up 29.8% from 2012.
65
Net Income . R$ million
-120.0
14.2
-31.72011
2012
2013
Return on Average
Shareholders’ Equity (ROAE) . %
-19.0%
2.4%
-6.3%2011
2012
2013
Net Income
At close of 2013, BIP reported a net loss of R$120 million, directly impacted by: (i)
an additional provision, made in March 2013, for allowance for loan losses (ALL) of R$110.7
million, exclusively for loans given before April 2011, in order to preserve the Bank’s future
performance, and (ii) by the negative effects, of R$ 32.9 million in 2013, due to the decision, in
2Q12, to revoke the hedge accounting designation of cash flow hedges.
Sustainable Dimensions
ANNUAL REPORT AND SUSTAINABILITY66
STOCK PERFORMANCE ON BMFBOVESPA
Capital and Stocks in Circulation
The capital increase announced in November 2013, at the time of the association with Banco
Intercap, was confirmed by the Banco Central do Brasil in January 13, 2014. Banco Indusval
S.A. capital is now distributed among 89,535,125 shares, as shown in the table below.
CAPITAL AND STOCKS IN CIRCULATION
Class Capital Control Management Treasury Outstanding Free Float
Common shares (IDVL3) 58,513,218 32,558,212 57,876 - 25,897,130 44.3%
Preferred shares (IDVL4) 31,021,907 513,788 279,489 734,515 29,494,115 95.1%
Total 89,535,125 33,072,000 337,365 734,515 55,391,245 61.9%
IDVL4 PERFORMANCE
IDVL4 Ibovespa
Closing Price on 12/28/2012 7.95 60,952
Closing Price on 12/30/2013 5.99 51,507
Change in the period -24.7% -15.5%
Highest price in the year (01/24/2013) 8.00 61,169
Lowest price in the year (11/25/2013) 5.40 52,263
SHAREHOLDER BASE BREAKDOWN . %
37%	 Controlling Group
32%	 Foreign Investors
19%	Individuals
11%	 Institutional Investors
01%	Treasury
00%	Management
Base Date: 01/15/2014
67
o
Liquidity and Trading Volume
BIP’s preferred shares (IDVL4), listed on the
Corporate Governance Level 2 segment of
BMFBovespa, were traded in 95.6% of the
248 trading sessions in 2013. The trading
volume on the spot market totaled R$30.1
million, or 4.8 million preferred shares, in
2,289 transactions.
Stock Performance
BIP preferred shares (IDVL4) closed the year
at R$5.99, down 24.7% year-over-year. In
the same period, Ibovespa fell 15.5%, clo-
sing the year at 51,507 points. On December
Stock Price in the Last 12 Months
12/28/2012
01/28/2013
02/28/2013
03/31/2013
04/30/2013
05/31/2013
06/30/2013
07/31/2013
08/31/2013
09/30/2013
10/31/2013
11/30/2013
12/31/2013
110
90
70
100
80
60
IBOVESPA IDVL4
31, 2013, BIP’s market capitalization stood
at R$447.4 million, with a stock price/book
value ratio of 0.66.
Shareholder Return
During 2013 interest on own capital, calcu-
lated based on the Long-term Interest Rate
(TJLP) were not accrued or paid, due to the
distribution of a minimum annual dividend
for 2013 fiscal year.
Share Buy-Back Program
There was no share buy-back program in
2013.
Sustainable Dimensions
ANNUAL REPORT AND SUSTAINABILITY68
ENVIRONMENTAL
The Bank focuses on responsible consumption best practices, always paying attention on the
impact of their operations on the environment, controlling and measuring the use of resour-
ces, with the intention of developing strategies to make the use of goods and energy even
more effective.
o4.2
Paper Consumption . Kg
2011 2012 2013
13,736 11,351 13,421
Paper is our most important and used material.
GRI: EN1
Electricity
Consumption . Gigajoules
3,226.4
4,044.9
3,085.72011
2012
2013
GRI: EN4
Water Consumption .
Cubic meters
49,333
45,605
23,8262011
2012
2013
GRI: EN8
Sustainability is part of the routine of our employees and we have a Social and Environmental
Responsibility Policy, which regulates our activities in areas such as capturing new clients, grating
credit, compliance, etc. Training for these duties covers both the rationale behind and practice
of our policy. The Bank offers presential and online training programmes. Training programs
in compliance and credit analysis and approval explore these issues thoroughly so that they are
incorporated into Day-to-day processes.
GRI: FS4
69
social
At the essence of BIP there is a strong commitment to social responsibility and a belief that each
of us can contribute to build a better society. The bank develops several projects for citizenship
and economic inclusion aimed at the neediest levels of society.
At present more than 43500 people are direct beneficiaries of the Institution’s projects. The
Bank sponsors projects in education, sports, culture, community development, environment and
income generation; through strategic partnerships with social organizations, employers’ orga-
nizations and international development agencies. The focus to stimulate basic development,
seeking to narrow inequalities through education. The Bank has a long history in the financial
markets, with a traditional, long recognized name. This has brought credibility as well as stra-
tegic partnerships. Throughout its history, the Institution has built upon market know-how and
has developed a relation of deep respect with all its stakeholders. The result is an Institution that
has shown solid growth, that has resisted to the moments of crisis in our economy and has the
respect of the whole financial market.
To formalize its commitment to sustainability. BIP adopted a Social and Environmental Res-
ponsibility Policy which encourages clients to care about consumption of natural resources and
respect for the human being. The Bank does not give credits to companies that use child or slave
labor, are involved with the production of substances that harm human health or safety, the
fauna or the flora, or are in anyway related to gambling or prostitution.
In 2013 there have been no lawsuits against BIP involving incidents of discrimination.
All employees are hired in accordance with the Law, and no irregularities have ever been repor-
ted. In addition, BIP has two communication channels on the home page of its Corporate
Portal, which allows reporting any claims of non-compliance:
	
o4.3
Sustainable Dimensions
ANNUAL REPORT AND SUSTAINABILITY70
// Fale com Ética (Talk with Ethics): this
channel objective is to allow all employe-
es to report, anonymously or otherwise,
any type of incidents or ethical dilemmas,
such as moral harassment, bad behavior,
lack of respect, wrongdoing, and others.
The channel is monitored by the Ethics
Committee, which is comprised by the Le-
gal, Human Resources, Administrative and
Compliance Superintendents.
// BIP - Comunica (BIP Communicates):
this channel objective is to allow employees
to communicate with the Bank, given sugges-
tions, complaints, ideas or praises. It has a di-
rect communication line with the Communi-
cations and Human Resources Departments,
as well as the CEO Office. All messages are
examined and forwarded to the Bank’s ma-
nagement team on a monthly basis.
In the Bank’s Policies and Procedures Ma-
nuals, the Company takes many social and
environmental responsibilities, such as to
curb slave labor, child labor, gambling, pros-
titution and others. Through the Compliance
division, which constantly searches Brazilian
and international medias, UN lists and Gover-
nment sites for news that might indicate that
any of the Bank’s clients are involved in these
activities. The International Finance Corpo-
ration (IFC) exclusion list is also part of this
research. The Bank does not grant credit and
may even terminate contracts in advance if
any irregularities are proven.
GRI: HR4, HR6 e HR7
We also count with a monitoring system, for-
med by a combination of policies, procedures
and training for employees, in particular those
responsible for client relationships, to monitor
their financial activities and understand the
origin of activities and the destination of the
final products. In this way, it is possible to track
the business from its origin to its destination.
To confirm information supplied by clients, all
BIP’s clients are visited regularly. The com-
pliance area realizes periodic checks to main-
tain transparency of the process and guaran-
tee a quality client list. Employees are trained
to analyze how reasonable are the clients’
deals, to identify, prevent and inform suspect
money-laundering operations, illicit acts, com-
panies based on illegally settled or preserva-
tion areas, or in Indian reservations, amongst
others. These factors will determine the conti-
nuation or not of the client relationship.
GRI: FS2
The institution also supports communities
through the Instituto BIP de Sustentabilida-
de, created in 2008. Projects are selected and
followed-up, to guarantee an effective impact,
to consolidate its role of agent of change. All
initiatives and projects are focused on develo-
ping the educational and cultural base, throu-
gh the multi-disciplinary formation of children,
youngsters and adults.
BIP sponsors local social initiatives that aim
the social, economic and cultural development
of the surrounding communities. In this way,
71
the Institution constantly promotes campaigns
for the donation of diverse items, as well as, in
some cases, resources ‘in kind’. There is a pro-
cedure to select which themes and initiatives
can receive support from the Bank, as well as
an internal analysis group. In 2013, R$ 509.6
thousand were invested in cultural, educatio-
nal, basic community development, and inco-
me generation.
GRI: EC8
// Non-governmental organizations benefi-
ted: 7.
// Direct beneficiaries: 43.500 children, youth
and adults.
// Indirect beneficiaries: 240.000 (family and
community).
Projeto Arrastão
Created in 1968, Projeto Arrastão is a not-
-for-profit organization that welcomes and
supports families and communities that live
in extreme poverty in the São Paulo districts
of Campo Limpo, Capao Redondo, Vila An-
drade, Jardim Ângela, Jardim São Luís and
Taboão da Serra.
The work of human promotion and develo-
pment of the communities is done together
with the families and leads to programmes in
the fields of education, culture, income gene-
ration, housing and quality of life.
Highlights
// 1.300 people assisted daily: children, ado-
lescents, young people and adults;
// Around 6,500 calls per month;
// Specific programmes for each age group;
// Areas of expertise: Social, Pedagogical e
Arts and Culture;
// Guiding Principles: support to the family,
culture, community development, educa-
tion, entrepreneurship and environment.
Parceiros da Educação
A not-for-profit organization, certified as
OSCIP - Organização da Sociedade Civil de
Interesse Público (Civil Society Organization
in the Public Interest), a Parceiros da Edu-
cação (Education Partners) was created in
2004, to promote and monitor partnerships
between corporations/businessmen and pu-
blic schools.
Currently, it has 50 active partners (corpora-
tions and businessmen) in 65 state and city
schools in the State of São Paulo, benefiting
around 35,000 students.
Its mission is to contribute towards an all-
-round education of public system students,
through partnerships between business
and schools, aiming to improve the quality
of education and boost student’s learning.
Parceiros da Educação allows businessmen
to share their management experience with
public schools in order to make the Brazilian
public education a model of efficiency and
performance.
Sustainable Dimensions
ANNUAL REPORT AND SUSTAINABILITY72
Parceiros da Educação is also engaged, since
2011, in an important education program-
me, the “Educação: Compromisso de São
Paulo”, run with the State of São Paulo De-
partment of Education. Its mission is to make
the state of São Paulo public education sys-
tem in one of the top 25 worldwide by 2030,
and the teaching career one of the 10 most
desirables in the State.
Criança Brasil
The Criança Brasil was created in 1987 as
União dos Moradores da Favela do Jardim Pa-
norama, by Liana Müller Borges, a resident
of the Morumbi neighborhood, in São Paulo,
and by residents of the community, after rea-
lizing there was no appropriate place for the
children to stay while their family members
where out at work.
From this initiative was established the Cen-
tro de Educação Infantil (CEI), with a group of
volunteer mothers taking care of 20 children.
Throughout these years two more CEIs whe-
re created, benefiting a total of 340 children.
Other centers where created and today there
are another two centers for children and tee-
nagers, benefiting another 240 children.
In total, 580 children and teenagers are be-
nefited every year. The children remain in
day care for 10 hours a day and participate in
activities developed in accordance to Ministry
of Education guidelines.
In the Centro para Criança e Adolescente
(CCA), there is also some complementary su-
pport, in addition to regular schoolwork.
The Bank also supports other institutions and
projects, such as Rede América, Instituto de
Cidadania Empresarial, Obra do Berço, etc.,
always aiming on grassroots development.
directly benefited from
BIP projects.
43,500 people
73
o5COMPLEMENTARY
INFORMATION
SUSTAINABILITY POLICY
Purpose
The purpose of this document is to confirm Banco Indusval S.A. commitment to sustainable
development, aligning the Bank’s activities within long lasting sustainable relationships with
its clients.
The social-environmental aspects should always be observed in its business activities and, the-
refore, the lending activity should help disseminating a new business ethic attitude that consi-
ders and respects the environmental and social development of society.
COMPLEMENTARY INFORMATION
ANNUAL REPORT AND SUSTAINABILITY74
Definition
Social-environmental responsibility means
compliance with the individual and corporate
obligations towards society and the environ-
ment, and acting to preserve it.
By being socially and environmentally res-
ponsible, companies, through their resources
and staff, may help other companies and pe-
ople to become aware of the importance of
the rational use of natural resources in the
company’s daily operations.
Industrial companies that seek competitive-
ness have been increasingly pressured to take
new positioning on environmental and social
issues, expressed by the way they run their
businesses or their organizational structures.
As a result, they develop ways to address
social-environmental issues through self-re-
gulating mechanisms to improve their social-
-environmental responsibility management.
Commitment
Committed to sustainability, Banco Indusval
S.A. has established a Social-Environmental
Management System (SEMS) to ensure that its
lending business is compliant with the social-
-environmental legislation and the International
Finance Corporation’s (IFC) Exclusion List.
This commitment shall be aligned with the
best practices adopted by any solid institution
to perpetuate its business.
Banco Indusval S.A. cherishes its long lasting
relationships, benefitting all involved, among
them: the clients, the shareholders, the socie-
ty and the environment.
IFC’s Exclusion List
By principle, Banco Indusval S.A. does not
lend IFC resources to companies that fall un-
der any of the following situations:
// Production or trade in any product or acti-
vity deemed illegal under country laws or
regulations or international conventions and
agreements, or subject to international bans;
// Production or activities involving harmful or
exploitative forms of forced labor/harmful
child labor;
// Production or Commercial Operations whi-
ch are in breach of The International Labor
Organization (ILP) Declaration on Fun-
damental Principles and Rights at Work,
among them: freedom of association and
right to collective bargaining; forced labor;
discrimination in the workplace; lack of
legally registered workers, considering all
workers involved in its activities, directly
or hired through contractors, on a perma-
nent or temporary basis, inside or outside
its premises;
// Production or trade in weapons and mu-
nitions;
➢// Production or trade in alcoholic beverages
(except wine or beer);
// Production or trade of tobacco;
// Gambling, casinos and equivalent enterprises;
75
// Trade in wildlife or products regulated un-
der CITES (Convention on International Tra-
de in Endangered Species);
// Production or trade in radioactive materials;
// Production, trade or use of unbounded as-
bestos;
➢// Production or trade in wood or other fo-
restry products other than from sustaina-
bly managed forests. Commercial logging
operations for use in primary tropical moist
forest;
// Production or trade in banned pharmaceu-
ticals, including the ones which are under
discontinue production;
// Production or trade in ozone depleting
substances, including the ones which are
under discontinue production;
// Production or trade of banned or disconti-
nued pesticides/herbicides;
// Production or trade of PCB;
// Drift net fishing in the marine environment
using nets in excess of 2.5 km in length.
The Compliance department will monitor
clients’ engagement in the activities listed
above, as excluded sectors.
Banco Indusval credit agreements signed
with its borrowers bear a social and environ-
mental responsibility clause through which
the customers commits not to use child, slave
or forced labor in all its activities and to make
efforts to adopt such clause in agreements
with its clients, suppliers and service provi-
ders. Similarly, the customer undertakes to
provide strict compliance with laws and regu-
lations intended to protect the environment,
as well as, to maintain all valid licenses, per-
mits and studies required by Law to the full
development of its activities. The borrower
also commits to take measures and proce-
dures applicable to rule out any aggression,
danger or risk of harm to the environment
that may be caused as a result of its acti-
vities, including by delegation to third par-
ties. The infringement of these clauses will
be cause for early payment of loans contrac-
ted with Banco Indusval. The bank may also
refuse to grant new loans while borrowers’
infringements are not resolved.
The International Finance Corporation (IFC),
the private sector arm of the World Bank res-
ponsible for loans to assist developing coun-
tries private sector, searches the following
web site “dirty list: http://www.reporterbra-
sil.org.br/listasuja/index.php
The slave labor veto is one of the main cri-
teria guiding its relationship with Brazilian
companies.
This register, prepared by the Ministry of La-
bor, has names of the companies and people
proven to have used labor on their premises.
The use of the “dirty list” by the IFC – In-
ternational Finance Corporation is a tool to
fight employers that use slave labor in the
country. Credit restrictions are one of the
most effective weapons in this fight, since it
hinders the maintenance and expansion of
the enterprise.
COMPLEMENTARY INFORMATION
ANNUAL REPORT AND SUSTAINABILITY76
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Annual Report 2013

  • 1. FOCUS AND PERSEVERANCE IN THE PURSUIT OF GOALS 2o13 ANNUAL REPORT AND SUSTAINABILITY
  • 2. Vision and Value P. 4 Letter from the CEOs P. 6 Profile 01.1 OUR HISTORY P. 10 01.2 STRATEGIC MOVEMENTS P. 14 01.3 NEW CHAPTERS OF OUR HISTORY P. 18 Corporate Governance 02.1 GOVERNANCE GUIDELINES P. 24 02.2 GOVERNANCE STRUCTURE P. 25 02.3 BOARD OF DIRECTORS P. 26 02.4 EXECUTIVE BOARD P. 32 02.5 FISCAL COUNCIL P. 34 02.6 COMMITTEES P. 35 02.7 RISK MANAGEMENT P. 39 Strategy 03.1 CLIENTS P. 44 03.2 PRODUCTS P. 45 03.3 PEOPLE P. 46 Sustainable Dimensions 04.1 ECONOMIC P. 54 04.2 ENVIRONMENTAL P. 69 04.3 SOCIAL P. 70 Complementary Information SUSTAINABILITY POLICY P. 74 GRI Index P. 80 CORPORATE INFORMATION P. 86 Financial Statements 2o13 index o1 o2 o3 o4 o5 o6 ANNUAL REPORT AND SUSTAINABILITY2 3
  • 3. VISION Being an innovative bank with excellence in corporate credit and in depth knowledge of the activities of our clients and the industries in which they operate, as well as one of the leaders of the growing corporate fixed income bond market in Brazil. GRI 4.8 Introduction ANNUAL REPORT AND SUSTAINABILITY4
  • 4. VALUES // Ethics and Credibility // Customer Focus // Owner’s Attitude // Excellence // Commitment to Results // Teamwork // Innovation GRI 4.8 5
  • 5. Letter from the CEOs Throughout 2013 we completed our transformation process, concluding the second stage of our strategic restructuring, which started in April 2011. Our focus in this second phase was to reinforce the investment banking area, gain scale and diversify the sources of funding. // In February, we concluded the creation of the joint-venture CBI Agro Partners, an associa- tion between Banco BIP and Ceagro Agricola Ltda, to develop the issuance of agribusiness funding notes, which showed good results throughout the year. // In the month of March, so as not to affect the future results of BIP, we made a provision for doubtful debts to the tune of R$110.7 million, for loans made before April 2011 At the same time, we announced a capital increase of R$90.0 million, with the participation of the Warburg Pincus Private Equity Fund, our controlling shareholders, as well as other sharehol- ders in the Company. // In May, guided by our mission to be one of the leaders in the Fixed-Income market in Brazil; and to develop the investment banking area, we finalized the acquisition of Voga Empre- endimentos e Participações Ltda. We have thereby expanded our operations in the fixed-in- come market, in long-term financing, mergers and acquisitions and structured operations. // In line with our strategic plan, we announced in June an association with Banco Intercap, so as to reinforce and expand our capital base. Through this association, Banco Intercap has become a subsidiary of Banco BIP. Mr. Afonso Antônio Hennel and Mr. Roberto de Rezen- de Barbosa, ex- controlling shareholders of Banco Intercap, have joined the control group of Banco BIP and have also become members of the board. After the capital increase due to the entry of new shareholders to the controlling group the group’s equity has increased to R$674.2 million. Introduction ANNUAL REPORT AND SUSTAINABILITY6
  • 6. // In November we announced the launch of a project to transform our brokerage, Guide Investimentos. As well as continuing to ser- ve our institutional clients, it will also mana- ge assets for high-income individuals, using an innovative investment platform encom- passing consulting, investment advice, re- search and financial intelligence, as well as a customized product offer, selected by analysts and economists. The re-casting of Guide’s operations is of strategic impor- tance for BIP, both for the distribution of products generated by the investment banking team, and for diversification of our funding. At the same time, we continue to increase our expanded loan portfolio, which grew by 26% in relation to the previous year, representing an organic growth of 19%. It is important to note that the expansion of the loan portfolio was within the new, more conservative para- meters for granting credits, which were defi- ned by management. We have also significantly diversified our sources of funding, through the issuance of LCAs – Agribusiness Letters of Credit – incre- asing the number of creditors from 1.3 thou- sand to almost 4 thousand in 2013. In our business strategy, we have always guided our decisions on the balance of eco- nomic, social and environmental factors, to guarantee our efficiency and to align our in- terests to those of our stakeholders. The year of 2014, though challenging from the macroeconomic point of view, finds Ban- co BIP prepared for sustainable growth with higher profitability, now that we have struc- tured new business areas which benefit from strong market positions. For that we count on committed employees, which share our values and are focused on our strategy. In 2013 we sowed the seeds of our strategy; in 2014 we expect to reap the fruits of our strategic plan. We thank the trust and support of our sha- reholders, clients and business partners, and specially our employees, who have been fun- damental for the success of the corporate and organizational changes, and who remain committed to our long-term project. All this makes us a stronger, more dynamic and innovative Bank, prepared for the chal- lenges which lie ahead. Best regards, Manoel, Jair e Luiz GRI 1.1, 1.2 7
  • 7. WITH STRENGTH AND RESILIENCE WE CONSOLIDATED OUR STRUCTURES o1 Profile ANNUAL REPORT AND SUSTAINABILITY8 9
  • 8. Profile OUR HISTORY o1.1 Establishment of Indusval Corretora de Valores. Creation of Banco Indusval, operating with focus on corporate credit specialized in Middle Market. Merger with Banco Multistock, creating Banco Indusval Multistock. IPO (Initial Public Offering) on the BMFBovespa and capitalization of R$277.5 million. A new expansion phase with a capital increase of R$201 million; new investors are attracted: WarburgPincus and the controlling shareholders of Sertrading; The Bank’s management is strengthened; and under an innovative vision of excellence, BIP – Banco Indusval Partners brand is born. BIP acquires Voga Empreendimentos e Participações Ltda, from Banco Intercap S.A., and Guide Investmentos transformation project starts. BIP shares are listed (IDVL3 and IDVL4) on Level 2 of Corporate Governance and CBI Agro Partners joint venture is created. 1967 1991 2003 2007 2011 2012 2013 GRI 2.3, 2.8 e 2.9 ANNUAL REPORT AND SUSTAINABILITY10 11
  • 9. NATIONAL BranchesBIP main operations are located in Brazil. The Group has 10 branches, with headquarters in São Paulo, and one branch abroad. Profile São Paulo Belo Horizonte Campinas Curitiba Goiânia Maringá Porto Alegre Ribeirão Preto Rio de Janeiro GRI: 2.4, 2.5 e 2.7 ANNUAL REPORT AND SUSTAINABILITY12
  • 10. Total ON PN CONTROLLING GROUP (8) MANAGEMENT (5) TREASURY FOREIGN INVESTORS (11) Individuals and Corporations (284) INSTITUTIONAL INVESTORS (23) CORPORATE STRUCTURE Base Date: 01/15/2014. Brazilian Central Bank (Banco Central do Brasi) approved on 01/13/2014 a capital increase following acquisition of Banco Intercap. 96,3% Guide Investimentos 99.99% Banco Intercap 17.7% Setrading 50% CBI Agro Partners 100% Serglobal Comércio Cereais 99.97% Voga Empr. e Part. Ltda. (Investment Banking) 23.7% Brasil Agrosec Securitizadora 36.9% 0.4% 0.8% 31.7% 10.6% 19.6% 55.6% 0.1% - 18.3% 2.1% 23.9% 1.7% 0.9% 2.4% 57.2% 26.9% 10.9% Free Float = 61.9% 13
  • 11. STRATEGIC MOVEMENTS Strategic Partners Warburg Pincus Warburg Pincus, one of the world’s top private equity firms, makes the first private equity in- vestment ever in a Brazilian bank and opened a new frontier for the Brazilian financial sector with long-term resources, with BIP as its partner in Brazil. Sertrading In 2011, BIP made an operational agreement and strategic investment in one of Brazil’s top foreign trade companies to offer its clients more customized solutions. Ceagro Agrícola In 2012, BIP continued to invest in partnerships in order to further boost its business, The Bank structured a joint venture with Ceagro Agricola Ltda, a very well regarded export com- pany focused on agricultural commodities, and created CBI Agro Partners, its main goal is to foster new agro bonds. Profile o1.2 ANNUAL REPORT AND SUSTAINABILITY14
  • 12. Strategic Restructuring Strategic Restructuring | Phase 1 Between April 2011 and October 2012 the focus was in repositioning the Bank’s core business. March 2011 New Vision The shareholders defined the new vision as being an innovative bank with excellence in corporate credit and in depth knowledge of the activities o four clients and industries in which they operate, as well as one of the leaders of the corporate fixed income bond market in Brazil. April 2011 New Management Selection of 30 management professionals, all participants of the Bank Stock Option Programme, representing approximately 10% of the Bank’s capital; commercial area restructuring. From April 2011 New Credit Policy The new policy is geared towards an analysis of the operational capacity of the company to honor its debts instead of the previous policy focus on guarantees and trade bills. From April 2011 Market Repositioning RThe Bank repositioned its focus on better quality customers: migration from Low and Middle Market to Emerging and Corporate market, with lower risks and spreads. From April 2011 Focus on Agribusiness Focus on agribusiness assets, given the expertise, acquired from Sertrading, on Agro Bonds. Currently 22% of BIP credits are originated in the agriculture sector. 15
  • 13. Profile The Strategic Restructuring of Banco BIP took place in two phases. The first phase, from April 2011 to October 2012, focused on repositioning the Bank’s core business. Among the many initiatives: // We defined a new vision; // We added new professionals to Ma- nagement; // We created a new Credit Policy, geared towards an analysis of the operational ca- pacity of the company to honor its debts; // We repositioned the Bank’s focus towar- ds higher quality companies: migration from Low and Middle Market to Emer- ging companies segment and to the Cor- porate Segment; // We improved our human resources prac- tices; // We developed a business intelligence unit, and renewed 85% of the commer- cial area relationship managers, promo- ting a stronger integration between the commercial and credit teams; // We invested heavily in the revitalization of technology park, internal systems and controls; // Treasury, which already coordinated the market risk operations and pricing of pro- ducts for customers of the International and Brazilian markets, is also actively ma- naging the Bank’s proprietary positions. The second phase of our Strategic Restructu- ring, took place from from October 2012 to December 2013, during this period: // We acquired Voga Empreendimentos e Participações Ltda, to broaden our invest- ment baking activities; // We acquired Banco Intercap S.A. to bro- aden our capital base and strength BIP controlling group and Board of Directors, with new directors Afonso Antonio Hen- nel and Roberto de Rezende Barbosa; // We launched Guide Investimentos, with a project to restructure our brokerage arm in order to assist the Bank with its funding. ANNUAL REPORT AND SUSTAINABILITY16
  • 14. December 2012 JV to generate assets JVs have generated over R$400 million in assets. February 2013 Acquisition of an Investment Banking team Acquisition of Voga (investment banking) – transferred in May 2013. With the strengthening of the team, there were 52 mandates in the 4Q13. March 2013 Additional Provision Increased the allowance for loan losses (ALL) in R$110.7 million, for loans given before April 2011, settling pending credits, which were under our former credit policy. March 2013 Capital Increase Capital Increase of R$90 million subscribed by Warburg Pinks, controlling shareholders and the market. June 2013 Intercap Acquisition Banco Intercap acquisition, with Afonso Hennel (Grupo Semp Toshiba) and Roberto de Resende Barbosa (NovAmerica/Cosan) becoming Board Members and part of the Controlling Group. November 2013 Guide Investimentos launch Restructuring of Corretora Indusval, increasing the distribution base with an innovative investment platform to institutional and retail clients GRI: 2.9 IN 2013Conclusion of Phase 2 of Strategic Restructuring. 17
  • 15. NEW CHAPTERS OF OUR HISTORY Investment Banking In 2013, with the implementation of our new strategy, VOGA, an experienced financial advi- sing company was acquired to strengthen Banco BIP Invest Banking activities. Since its creation in 2005,VOGA assisted clients in more than 50 transactions, representing a financial volume of around R$5.0 billion. The combination of VOGA’s expertise with BIP’s platform allows the broadening of complex financial services to a complementary client base. With this acquisition, BIP strengthen its performance in businesses, such as MergersAcquisitions, capital raising and restructuring, as well as expands its capacity to ori- ginate, structure and distribute fixed income products, financing for acquisitions and asset demobilization. VOGA’s partners have had successful professional experiences in large Investment Banks. In addition, during VOGA’s history, many achievements were reached together with BIP top management, which confirms the great synergy between both operations. The services now offered by BIP rely on the partners’ multidisciplinary expertise, and consoli- date our ability to work for large corporation and financial institutions, in the following areas: o1.3 Profile ANNUAL REPORT AND SUSTAINABILITY18
  • 16. Mergers and Acquisitions (MA) Advice on businesses’ acquisitions, sales, mer- ges or associations, in all stages of the process, from the origination, preparation of docu- mentation, contact to investors, to the closing of the deal. Capital Raising – Equity Business Plan preparation to raise capital re- sources, select potential investors, contact and negotiation, to the closing of the transaction. Debt Restructuring Analysis of the company’s strategy, capital structure, credit products advice, and defini- tion of appropriate financing structure. Debt restructuring proposal, raising of funds and offer to public and private investors. Initial Public Offering Support (IPO) Advice to companies that seek to open their capital, offering support to all stages that precede the engagement of the Investment Bank(s), such as structure and valuation issues, selection of the syndicate of banks, preparation of documents relating to the public offering, auditing, and corporate governance. Corporate Restructuring Advice on corporate restructuring, which may include transactions between partners and corporate reorganizations. Valuation and Corporate Finance Revision of strategic plan and sensitive busi- ness issues, production of company or assets valuation, and other corporate finance issues. Banco Intercap In line with our strategic plan and focus on scale efficiency gains, we announced in 2013 an association with Banco Intercap, so as to reinforce and expand our capital base. Through this association, Banco Intercap has become a subsidiary of Banco BIP, and its controlling shareholders (99.5%), invested the totality of the funds received in Banco BIP, which amounted to R$ 108.0 million. After the capital increase due to the entry of new shareholders to the controlling group the group’s equity has increased to R$674.2 million. Mr. Afonso Antônio Hennel and Mr. Ro- berto de Rezende Barbosa, ex- controlling shareholders of Banco Intercap, have joined the control group of Banco BIP. and have also become members of the board. They bring new and important intellectual capital and experience to the management team of BIP. At the end of 2013, Mr. Afonso An- tônio Hennel was appointed Vice-President of the Board of Directors, and Mr. Roberto de Rezende Barbosa was appointed a Board Member. They will join the Board after ap- proval by the Banco Central do Brasil. 19
  • 17. profile The new structure went through a transition period before the complete integration of the activities of both banks, in order to op- timize the complementarities between both structures and organize a continuity plan to service the clients of both banks. This move- ment was concluded with the migration of all invest and current accounts of clients to BIP. The association yielded satisfactory results, not only due to the complementarities of ac- tivities, but also by a shared corporate culture focused on the clients and ethics. This reite- rates our association and is fundamental to the consolidation of Banco BIP’s success. Guide investimentos The year 2013 was of great transformations to BIP brokerage business. Over this period we redesigned the business model, renaming the company as Guide Investimentos. As well as continuing to serve our institutional clients, it will also manage assets for high- -income individuals, using an innovative in- vestment platform. Guide Investimentos business model is a re- sult of an extensive research work among various financial sector stakeholders and opi- nion makers. It offers a differentiated value proposition to these clients, with principles and practices only available in financial ins- titutions that cater for very high net worth clients. The name Guide was chosen because it clearly represents our value proposition – we are a guide, an advisor that will accom- pany people on the path towards a financial life of great achievements. Technology is one of the pillars upon which Guide’s unique strategy is built. Based on many studies, we developed a platform ba- sed on high technology, uniting market con- cepts to the interests of our shareholders. We have also differentiated ourselves by getting regulatory approval for an automated pro- cess of registration and account opening wi- thout the need to send documents in. In our platform we have centralized all clients’ ac- counts, which permits Guide to show them their portfolio performances in real time, comparing them to our model portfolios. Our model portfolio was developed from an entirely new concept in the market. The ‘Know Your Client’ model was built upon behavioral finance models, as well as tools to identify investment profiles, generating outputs to build better short-, medium-, and long-term portfolios for each of our clients. Our pricing models align the interests of clients, financial agents and Guide’s. With transparent and fair pricing, allowing the clients to know exactly how much they are paying for the management of their invest- ments. Remuneration is linked to the com- petence in creating an investment portfolio that brings profitability to the clients and is free of incentives and commissions on the sale of financial products. In 2013, we consolidated our performance in dealing fixed income government notes as well as stock lending. We have led an initiati- ve with BMFBOVESPA to develop a market in options on the IBrX index, organizing a daily auction on index options. ANNUAL REPORT AND SUSTAINABILITY20
  • 18. 2014 will be an excellent year of accomplish- ment and consolidation Guide will continue to invest in more talents and in acquiring more employees, partners and clients. Professional team with wide experience in the financial markets Alexandre Atherino Founder of Dória Atherino Corretora de Valo- res, has worked in the financial markets since 1983. He was Head of Fator Corretora de Va- lores from 1999 to 2008. Aline Sun Over 20 years of experience in the financial markets, she was the superintendent respon- sible for investment consulting and funds of major Brazilian banks - Bank Boston, Uniban- co and Itaú Unibanco. Jean Sigrist He was a director of Banco Itaú for 10 years, where he was CEO of Banco Itaú Luxembur- go, founder of Itaú Swiss Bank, board mem- ber of Banco Itaú Europa and COO of Banco Itaú Internacional (EUA). Marcos Brum Amaral Over 30 years of experience in the financial markets, he was director of operations of Gradual, Spinelli and Fator Corretora. Certifications // PQO (Operational Qualification Program), BMFBOVESPA; // Selo Execution Broker in the Bovespa and BMF segment; // Selo Agro Broker in the BMF segment. Value Proposition Innovative price model. A single investment charge, without commissions. Clear, transparent and impartial. Building customized portfolios A process based on behavioral finance models, guaranteeing 100% customizable portfolios. Differentiated Digital experience Designed by the same company which designed Apple’s digital experience. Relevant and accessible production of financial research Curating and producing relevant research that uses direct and accessible language. A model centered on the Agent Our business was created based on durability and success for our agents. 21
  • 19. o2 Corporate Governance WE OVERCOME CHALLENGES WITH DISCIPLINE AND PERSISTENCE ANNUAL REPORT AND SUSTAINABILITY22 23
  • 20. o Governance Guidelines Banco BIP believes that the best practices of corporate governance are essential to its busi- ness sustainability, increases its credibility in the marketplace and adds value to the Company and all its stakeholders. Transparent information disclosure, ethics in all business strategies, responsible corporate management and clear communication with all stakeholders are some of the stances taken by the Bank. Moreover, the Bank constantly seeks to improve its deci- sion-making process and risk management, as well as its operational strategies and internal controls. The Bank voluntarily accede to BMFBovespa Level 2 of Corporate Governance and follows additional procedures, which are required only from the publicly-held companies listed at BMF highest level of Corporate Governance, the “Novo Mercado”. These practices include: resorting to the Chamber of Arbitration to settle issues related to the capital market, granting full tag-along rights, having a Board of directors with over 20% of independent members and having a free float of over 25% of the total number of shares. Moreover, the Bank pays the same dividends to common and preferred shareholders. Corporate Governance o2.1 ANNUAL REPORT AND SUSTAINABILITY24
  • 21. o2.2 Governance Guidelines BIP corporate governance structure is comprised by a Board of Director, chaired by Mr. Mano- el Felix Cintra and nine board members: four highly qualified independent board members and five from the controlling group. In addition, since 2010, the Bank has a Fiscal Council with three members, one of them elected the minority shareholders. The executive board is com- posed of 6 members, 2 Co-CEOs, 2 Vice-Presidents and 2 Executive Officers, and is advised by twelve committees that discuss and monitor issues relevant to the Bank’s business. GRI: 4.1, 4,3 Our Presidents Luiz Masagão Ribeiro Co-CEO Manoel Felix Cintra Neto Chairman of the Board of Directors Jair Ribeiro da Silva Neto Co-CEO 25
  • 22. BOARD OF DIRECTORS The Board of Directors of Banco BIP, in accordance with its bylaws, is composed of nine board members. At the Extraordinary General Meeting held on November 28, 2013, two new mem- bers were elected: Afonso Antônio Hennel and Roberto de Rezende Barbosa, ex- controlling shareholders of Banco Intercap, who will join the after approval by the Banco Central do Brasil. GRI: 4.1, 4,3 The present board includes four independent board members, which represents over 40% of the board. They are highly qualified professionals in their fields. Among the main responsibi- lities of the board is the definition of strategies to be implemented by the executive board, as well as the responsibility to monitor, appraise and follow business progress. In 2013 there were 13 Board of Directors meetings. GRI: 4.1, 4,3 o2.3 Corporate Governance ANNUAL REPORT AND SUSTAINABILITY26
  • 23. Members of the Board of Directors Manoel Felix Cintra Neto Chairman He graduated in economics from Universi- dade Presbiteriana. He has been executive chairman of the board of directors of Banco Indusval S.A. since May 2011. He started his career as a trainee and became an executi- ve officer for the São Paulo region at Banco Bozano Simonsen (1970 to 1984). He was executive officer and CEO of Banco Multiplic from 1985 to 1997 and partner and CEO of Multiplic Corretora de Valores Mobiliários from 1997 to 1999. He was CEO and partner of Banco Multistock, Multistock S.A. Correto- ra de Cambio e Valores, Maxima Promotora de Vendas Ltda. and Maxima Financeira Cré- dito, Financiamento e Investimento S.A. from 1999 to 2003. After the merger of these com- panies with Banco Indusval S.A., he became one of the controlling shareholders, as well as a member of the board of directors and the CEO (2003 to May 2011). Simultaneously, he exercised management functions in several fi- nancial sector entities, namely: director (1987 to 1990) and chairman (1990 to 1992) of the National Association of Investment Banks (ANBID), executive director (1989 to 1995) of the Brazilian Federation of Banks (FEBRABAN), vice chairman of the board of directors (1999 to 2003) of the Brazilian Clearing and Deposi- tary Corporation (CBLC), vice chairman (1994 to 1997) and chairman (1997 to May 2008) of the board of directors of the Brazilian Mercan- tile and Futures Exchange (BMF), member of the board of directors of the BMFBOVESPA S.A. - Securities, Commodities and Futures Exchange from May 2008 to May 2009. He was chairman of the National Association of Securities, Exchange and Commodities Broke- rage Firms (Ancord) from 2009 to 2013, and member of the audit board of the Credit Gua- rantee Fund (FGC) from 1999 to 2013. He is currently chairman of the Brazilian Banks As- sociation (ABBC) since July 2013, member of the advisory board of the Brazilian Banks Fede- ration (FEBRABAN), founding member of the executive board of the National Confederation of Financial Institutions (CNF), and chairman of Alfabetização Solidária (Alfasol) since 2009, vice chairman of the Organizing Committee of the Rio 2016 Olympic and Paralympic Games, and CFO of the São Paulo Contemporary Art Museum (AAMAC). GRI: 4.1, 4,3 Carlos Ciampolini Vice-Chairman He graduated in economics from Universida- de Presbiteriana Mackenzie in1973. He star- ted his career at Indusval S.A. Corretora de Títulos e Valores Mobiliários working in se- veral areas, such as: portfolio management, investment clubs management and stock and mercantile exchange trader (BOVESPA e BMF), developing solid experience, contribu- ting and participating in a number of structu- ring projects in these areas. In 1980, he was 27
  • 24. elected an Executive Officer of the institution, responsible for the development, implemen- tation and management of several areas of the brokerage house. In 1991, when Banco Indusval started its operations, he was named an Executive Officer, a position he held until May 2011. He is part of the controlling group of Banco Indusval S.A. and member of the Board of Directors since March 2008. He is a member of the Board of Directors of GeneSe- as Aquacultura Ltda. GRI: 4.1, 4,3 Afonso Antônio Hennel* Vice-Chairman IHe started his career in 1973 at Semp Rádio e Televisão S.A. The same year he became manager at Semp Amazonas S.A., a position he held until 1976 when he was named the chief officer of the unit. In 1977, he became the vice president and a member of the bo- ard of directors of the company, a position he held until 1983. He was then designated to the Semp Toshiba Group’s headquarters in São Paulo and elected corporate vice president and member of the board of directors. He was appointed CEO in 1998, while maintaining his position as director, and was named chairman of the board in 2003. He held both positions until 2013, when he resigned as both chair- man and CEO, retaining his position as direc- tor. He also served on the board of directors of Banco Intercap S.A. from 2010 to 2013 and after Banco Indusval S.A. acquired it, he was elected director of the latter. He completed a business management course at the Fundação Getulio Vargas - FGV (1973). His investiture as director of Banco Indusval S.A. is awaiting ap- proval from the Banco Central do Brasil. GRI: 4.1, 4,3 Antônio Geraldo da Rocha Board Member He studied economics for three years at Fa- culdades Integradas Benett, after which he dedicated himself to the financial markets where he has operated since 1972. His edu- cation was complemented through floor tra- ding courses at IBMEC and FGV. He began his career at the brokerage house Marcelo Leite Barbosa Corretora and, in 1973, became par- tner of the brokerage house Vetor Corretora. In 1975, he founded Stock S.A. Corretora de Cambio e Valores, becoming its CEO and ma- jority shareholder. He also founded Stock Dis- tribuidora de Valores Mobiliarios, which was transformed into Banco Stock S.A. in 1989, later merging with Maxima Corretora and Multiplic Corretora to become Banco Multis- tock S.A. In 2003, Banco Multistock S.A. mer- ged with Banco Indusval to operate under the brand Banco Indusval Multistock, where was executive officer and has been a director since March 2008. In 2006, he founded Stock As- set Management Adm. Gestao de Recursos Ltda, where he has been an executive officer. GRI: 4.1, 4,3 Jair Ribeiro da Silva Neto Conselheiro Jair Ribeiro started his professional care- er in 1979 as lawyer at the law firm Pi- nheiro Neto Advogados, working in the MergersAcquisitions area.  From 1988 to 1999, he was co-founder and CEO of Banco Patrimônio (a joint-venture with the Ame- rican bank Salomon Brothers). In 1999, he led the sale of Banco Patrimônio to Chase Manhattan and served as CEO of Banco Chase Manhattan Brasil from March 1999 Corporate Governance ANNUAL REPORT AND SUSTAINABILITY28
  • 25. to December 2000. After the acquisition of JP Morgan by Chase, he moved to New York (2001-2003), where he was the head of JP Morgan international equities team, respon- sible for Europe, Asia, South Africa, Latin America and Australia. He is a co-founder (2006), was the CEO (2006-2009) and cur- rently is the Vice President of the Board of Directors and shareholder of CPM Braxis S.A. (Capgemini do Brasil), one of largest techno- logy services companies in Brasil, with over 7,000 employees. He is also managing part- ner of Sertrading S.A., a company operating in the foreign trade segment with revenues of over R$3 billion. He is also a director of ANBIMA and a council member of Conselho Estadual da Educação do Estado de São Pau- lo (The State of São Paulo Council of Educa- tion). He is the founder and the CEO of Casa do Saber and the general coordinator of the Associação Parceiros da Educação. GRI: 4.1, 4,3 Luiz Masagão Ribeiro Board Member He graduated in business administration from the Fundação Getulio Vargas (FGV) in 1974, where he was a professor from 1975 to 1979 in the Finance Department. He be- gan his career in 1971 at Indusval Corretora de Titulos e Valores Mobiliarios, where he be- came an executive officer in 1973 and CEO in 1988, a position he held until 2003. He was member of the board of directors of the Sao Paulo Stock Exchange (Bovespa) from 1980 to 1981 and from 1987 to 1992. He was chairman of the board of directors of the Brazilian Mercantile and Futures Exchange (BMF) from 1987 to 1991, and a director from 1998 to 2003. He was the CEO of Ban- co Indusval S.A. from 1988 to 2003, when the bank merged with Banco Multistock. Sin- ce then, he has been its managing director and chairman of the board of directors, cur- rently serving as co-chairman. He is one of the controlling shareholders of Banco Indus- val and is a member of the Ethics Committee of the Brazilian Association of the Financial Market Institutions (ANBIMA). GRI: 4.1, 4,3 Roberto de Rezende Barbosa* Board Member He was elected Member of the Board of Di- rectors of Banco Indusval S.A. in November 2013. He built a solid career in the Brazilian agribusiness sector. Since 2009 he is a Mem- ber of the Board of Directors of Cosan S.A., one of the most important Brazilian corpora- tions; since 2011 he is the Chairman of the Board of Directors of Empresas NovAmérica, a major participant of the Brazilian agricul- tural sector; since 2013 me is a member of the Consulting Board of Ceres Sementes do Brasil; and since 2014 a deputy Board Mem- ber Sociedade Rural Brasileira (SRB). Since 1997 he is also a Director of the Conselho Deliberativo da União da Indústria de Cana de Açúcar, and from 2000 to 2010 he was a Board Member of the Sociedade Corretora de Álcool (SCA). He was a member of the Consulting Board of Semp Toshiba S.A. from 2006 to 2010. From 2004 to 2010 he was Chairman of Board of Directors of the Cen- tro de Tecnologia Canavieira. From 2001 to 2010 he was a Board Member of the Institu- to de Estudos de Desenvolvimento Industrial. He has a specialization degree in Advanced *He will join after approval by the Banco Central do Brasil 29
  • 26. Management from University of Southern Califórnia (USA). He will join the Board of Di- rectors of Banco Indusval S.A. after approval by the Banco Central do Brasil. GRI: 4.1, 4,3 Alain Juan Pablo Belda Independent Board Member He graduated in Business Administration from Universidade Presbiteriana Mackenzie, and was hired by the Brazilian subsidiary of the Alcoa Group in 1969, where he worked for four decades. He worked in various jobs in the financial and planning areas until he was appointed President of Alcoa Alumínio in 1979, later, he was Vice-President (from 1982 to 1991) and President (from 1991 to 1994) of Alcoa Latin America. In 1994 he be- came Vice-President of Alcoa Inc., and was its Chief Executive Officer from May 1999 to May 2008, when became Chairman of the Board of Directors. He is member of the Board of Directors of Citigroup Inc from July 1997 to March 2012. Currently, he is an In- dependent Member of the Board of Directors of Banco Indusval SA, since May 2011, of Renault S.A. since May 2009, of Internatio- nal Business Machines Corp. (IBM) since July 2008, and of Omega Energia Renovável S.A. since October 2010. In addition he participa- tes and leads various associations and is a Bo- ard Member of a number of Brazilian and in- ternational institutions linked with education and philanthropy. He is a managing director of Warburg Pincus LLC and leads the Latin America investments of this private equity fund since 2009. GRI: 4.1, 4,3 Alfredo de Goeye Junior Independent Board Member He graduated in Business Administration from Fundação Getúlio Vargas in1974. He worked in the financial sector and in machi- nery and equipment sector for 10 years befo- re joining Cotia Trading in 1979. He worked for Cotia for 21 years in various jobs in Brazil and abroad. From 1994 to 2000 he was the Sales Vice President. In the second half of 2000 he co-founded a Sertrading S.A. and, in 2002 he co-founded Serlac Trading S.A., a subsidiary for milk products. In 2006 he Co-founded Braxis S.A., currently know as Capgemini, one of the largest technolo- gy services company in Brazil, where he is a member of the Board of Directors. Cur- rently, he is the President of Sertrading and a member of the Private Sector Consulting Board of the Brazilian Chamber for Foreign Trade - CONEX (Camera de Comércio Exte- rior), a public agency of the Ministry of Deve- lopment, Industry and Foreign Trade (MDIC). He is also a Director of Brazil-China Business Council, the most active business body for the bilateral relationship between the two countries. He is a Director of ABECE - Asso- ciação Brasileira de Empresas de Comercio Exterior. He is a member of the Board of Di- rectors of Banco Indusval S.A. and a Board Member for Associação Parceiros da Educa- ção, which aims to contribute towards the improvement of the Brazilian public school system. GRI: 4.1, 4,3 Corporate Governance ANNUAL REPORT AND SUSTAINABILITY30
  • 27. Guilherme Affonso Ferreira Independent Board Member He graduated in Production Engineering from the Escola Politécnica Universidade de São Paulo, in 1975, and studied Politics and Economy at Macalester College Minneapo- lis/USA, in 1974, also studied Cattle in the Tropics at James Cook University, Townsville/ Austrália, in 1976. He started his career as an Investment Analyst of Banco Noroeste. Since 1976 He worked for Bahema S.A. since 1976, where he held positions in many areas, from Financial Manager to President. Presently he is President of Bahema Participações S.A. Be- tween 1998 and 2010 he was a Board Mem- ber of many companies, such as Unibanco S.A., Unibanco Holding S.A., Submarino S.A., B2W Companhia Digital, Santista Têxtil S.A., Eternit S.A. e Avipal S.A. Avic. e Agropecu- ária. He is a Board Member of Sul América S.A., Companhia Brasileira de Distribuição (Pão de Açúcar); Valid Soluções e Serviços de Segurança em Meios de Pagamento e Iden- tificação S.A.; Tavex Brasil S.A.; Gafisa S.A.; Arezzo S.A. and Ideiasnet S.A. Since 2006 is member of the Consulting Board of Banco de investimentos Signatura Lazard Assessoria Financeira Ltda. GRI: 4.1, 4,3 Walter Iório Independent Board Member He obtained a degree in accounting from Fundação Armando Alvares Penteado (FAAP) in 1969. He has vast experience in financial institutions, insurers and private pension enti- ties. He was a partner at KPMG Brazil (1966 - 2005), where was coordinator of their Finan- cial Services practice and, for the last 12 years, member of the executive committee. He was the partner responsible for auditing various fi- nancial institutions and insurance companies, such as the Itaú, Bradesco and Bandeirantes groups, Deutsche Bank, Banco Sofisa, Banco Paulista, AGF Seguros, Tokio Marine Segura- dora and Yassuda Seguros, among others. He was Managing Director of KPMG PREV, a pri- vate pension entity, from 2000 to 2009, and chairman of the audit committee of Tokio Marine Brasil Seguradora S.A. and Tokio Ma- rine Seguradora S.A. from 2006 to 2011. He was a director at Banco Indusval S.A. from 2007 to 2008. He is member of the working group of specialists in financial institutions of the Institute of Independent Auditors of Brazil (IBRACON), participating in the prepa- ration of audit and accounting standards to- gether with the Banco Central do Brasil. He is a member of the Regional Accounting Coun- cil of Sao Paulo (CRC-SP). He was elected to the term from 2006 to 2009 and reelected for the terms from 2010 to 2013 and from 2014 to 2017, was coordinator of the Inter- nal Control Chamber (2006-2011) and the Professional Development Chamber (2012- 2013) and is currently vice coordinator of the 1st Inspection Chamber. He is a member of the audit committee of Sul América S.A. sin- ce 2007, of HDI Seguros S.A., and of Tarpon Investimentos S.A., a publicly held company whose core business is the management of investments in stock exchanges and private equity, since 2010. GRI: 4.1, 4,3 31
  • 28. Executive Board o2.4Elected the two-year period of 2013/2014, the executive board has six experienced financial market professionals, led by Jair Ribeiro and Luiz Masagão Ribeiro, who share the role of chief executive officer. The executive board is responsible for management and for the implementation of the gui- delines and general policies established by the Board of Directors. The Management’s remit includes compliance to the law, and fulfilling the determinations taken at the Shareholders’ Meetings and the Board of Directors. Members of the Executive Board in December 2013 // Jair Ribeiro da Silva Neto – Co-CEO // Luiz Masagão Ribeiro – Co-CEO // André Jacintho Mesquita – Vice-President // Gilberto Barshad Faiwichow – Vice-President // Cláudio Roberto Cusin – Executive Officer // Jair da Costa Balma – Executive Officer Corporate Governance ANNUAL REPORT AND SUSTAINABILITY32
  • 29. GRI: 4.2 Chairman of the Board of Directors Manoel Felix Cintra Neto Chief Executive Officers Jair Ribeiro Luiz Masagão Ribeiro Investment Banking André Mesquita Commercial Products and Structured Operations Gil Faiwichow Treasury, Investors Relations Foreign Funding Local Funding Credit Risk jair balma Claudio Cusin Credit Information Technology Security Accounting and Controlling and Risk Management Legal, Compliance and Internal Controls Administrative Human Resources Marketing Internal Audit 33
  • 30. o FISCAL COUNCIL BIP has operated a Fiscal Council since 2010. Its function is to audit the activities of Manage- ment, inspect the financial statements and report its findings to shareholders. At present, the Fiscal Council has three members, one of which is appointed by the minority shareholders. This Council met ten times throughout 2013. Fiscal Council Members // Francisco de Paula dos Reis Junior – Sitting Member // Jairo da Rocha Soares – Sitting Member // João Verner Juenemann – Sitting Member BIP’s management counts with twelve committees, of which two are non-statutory sub-com- mittees for discussion and follow up of relevant matters. Committee members are professio- nals with a multi-disciplinary background, experienced in the relevant areas. The objective of these committees is to promote BIP’s growth and development, from an ethical perspective and acting in an independent manner. To be implemented, all the Company’s policies have to be analyzed and approved according to the Council’s strict standards. GRI: 4.6 The Institution also counts with three communication channels - Canal Comunica (communi- cation), Fale com Ética (ethics) and Ouvidoria (ombudsman), which communicate directly to the Board. These communication channels reinforce the Bank’s commitment with transpa- rency and with its main stakeholders. GRI: 4.4 o2.5 Corporate Governance ANNUAL REPORT AND SUSTAINABILITY34
  • 31. COMMITTEES Internal Audit Committee Meeting monthly, the Committee is formed by the following members: Chairman of the Bo- ard, Independent Counsel, Directors Co-Presidents, Manager of the Brokerage, Superinten- dent of Accounting and Control, and Internal Audit Manager. Its remit is to advise the Board of Directors on accounting practice for the preparation of the financial statements as well as analyzing the effectiveness of internal controls. GRI: 4.1 Assets and Liabilities Committee In weekly meetings, the Assets and Liabilities Committee monitors and controls the Bank’s liquidity, analyses cash flow projections for the Treasury, studies financing alternatives, dis- cusses operations and operational limits, and approves lines of interbank credit. It is formed by the Chairman of the Board, Directors Co-Presidents, Vice-President of Treasury, Local and International Financing and Investor Relations, Director of Financing and Credit Risk, as well as a representative of the risk area. GRI: 4.1 o2.6 35
  • 32. Special Cases Committee The Special Cases Committee was created to manage problem loans and/or clients with re- levant credit alerts. This Committee discusses and establishes action plans for the following areas: Commercial, for amicable settlements, Credit Recovery, for negotiations on debt restructuring, and Legal, for debt recovery lawsuits. Meeting weekly, it is formed by the Chairman of the Board, Directors Co-Pre- sidents, and the Commercial and Products Vice-Presidents. GRI: 4.1 Compliance Committee With monthly meetings, its objectives are to establish policies and operational rules, and to define and evaluate the effectiveness of strategies for the diffusion of the internal controls culture, risk mitigation and suitability to the legal framework. Its members are: the Chairman of the Board, Board Member, Di- rectors Co-Presidents, Manager of the Broke- rage, Financing and Risk Manager, the res- ponsible for Money Laundering Prevention, the Administration, Accounting and Control, and Legal Superintendents, and Compliance and Internal Audit Managers. GRI: 4.1 Credit Committee Fundamental for the day-to-day operations of the bank, the Credit Committee defines the Risk Control policies of the Bank and, in a collegiate manner, approves clients’ credit limits. It has two weekly meetings, one focu- sed on Emerging Companies and the other on Corporate, and its meetings are bank sta- tutory executives and Credit Managers. The quorum is four members of whom at least one has to be of the Commercial or Products area and another from the Credit area. The decisions are preferably consensual, but could be approved by absolute majority. Electronic Credit Committee Warranty coverage details can be submitted electronically to all members of the commit- tee. These can be considered approved with the positive response of three members; if there is one negative response the case is re- ferred to the Credit Committee. Corporate Governance ANNUAL REPORT AND SUSTAINABILITY36
  • 33. Ethics Committee Reporting to the Compliance Committee, its focus is the ethical conduct within the pre- mises of the Institution. Its remit includes the periodic revision of the Ethics Code, and the follow up on any eventual infraction, which should be communicated to the top manage- ment. Meeting at least twice per annum and exceptionally, whenever necessary, its mem- bers are the Superintendents of Human Re- sources (Committee Coordinator), Adminis- trative, Legal, and the Compliance Manager. Information Technology and Security Committee Its mission is to plan and discuss the activities and investments in technological infrastruc- ture and systems, aiming for sustainable and safe development of the Bank’s operations; and to define IT policies and procedures for the use of information, to assure their pro- tection and to guarantee that managers, employees and service providers adhere to policies and follow procedures. The commit- tee meets monthly. Its members are the CEO, Executive Director of the Brokerage, the Su- perintendents of Administration, IT and Infor- mation Security, and the Managers of Deve- lopment (IT) and Projects, Infrastructure (IT), And Control and Compliance. Legal Committee Formed by the Chairman of the Board, one Director Co-President, Legal Superintendent, Legal manager and Superintendent of Credit Recovery, as well as lawyers representing ex- ternal offices, the Committee meets monthly to analyze and discuss legal matters pertai- ning to the Bank’s operations. It is up to the Committee to analyze on-going cases and to recommend actions to mitigate risk and to assure satisfactory formal conclusion of ope- rations. GRI: 4.1 Products Committee Its main objective is to evaluate and discuss all questions related to the Bank’s products such as implementation of new products, defining and updating the operating proce- dures for each product, identifying and eva- luating their risk, and defining risk-mitigating controls. The Committee meets monthly and is formed by the Commercial and Products Vice-Presidents. 37
  • 34. o Human Resources Committee Meets to discuss Human Resources strategy, as well as remuneration, human develop- ment, employees and organizational environ- ment. The committee meets fortnightly and is formed by the Directors Co-Presidents, and the Executive Superintendent of Human Re- sources and marketing. Eventually, other ma- nagers may be invited to give their opinions on specific matters. Compensation Committee Instituted at the EGM of 24th April 2012, un- der the terms of Resolution CMN 3921/10, the Remuneration Committee is formed by the Chairman and Vice-Chairman of the Board, by the Directors Co-Presidents, by an Independent Board Member and by the Superintendent of Human Resources. Its mission is to set the remuneration of the Company’s management and to support the Board of Directors in matters relating to per- sonnel management, relating to the hiring, retention and motivation of talents as well as team management, in order to generate long term value for shareholders. Corporate Governance ANNUAL REPORT AND SUSTAINABILITY38
  • 35. o2.7 RISK MANAGEMENT The efficient management of risk is essential for the durability of any financial institution. The theme became even more relevant after the financial crisis, which hit the world markets in the last decade. For BIP and its subsidiaries, the management of risk is strategic and includes the- mes such as the continuity of the business under adverse operational conditions, compliance, prevention of money laundering, security of information, control and mitigation of market and liquidity risk, as well as the main risk to which it is exposed: the credit risk. In relation to corruption, Banco BIP aims for the highest levels of ethics and credibility. All its measures are directed at intolerance to any actions that lead to this theme. Our Ethics Code, which is taught to all our employees with subsequent refresher courses, clarifies the theme and the intolerance to this practice. There has never been a case of this type in our history of more than 45 years. Our risk management structure as described in the risk management policy guarantees the identification, measurement, mitigation and control of risks to which the institution is expo- sed, always aligned to the best market practice. With new products directed at the agribusi- ness industry, Banco BIP has strengthened its controls, adopting tools to monitor harvests, which demonstrates our commitment to the continuous improvement of our control systems. BIP adopts transparent directives concerning the conduct of its employees in business and their relationship with its stakeholders, adopting professional and regulatory standards. These directives are stated in the Bank’s Ethics Code. All deviations from these standards norms are subject to disciplinary action, up to and including termination of employment. All employee commit, on joining the institution, to follow the Ethics Code, which expounds on the into- lerance to unethical behavior. During 2013 all employees where enrolled in ethics e-learning training. BIP has a communication channel for the purpose of receiving ethic-related com- plaints, called “Fale com Ética”, which is found on the main page of the company’s website. 39
  • 36. Complaints can be anonymous and are sent directly to the Ethics Committee. In 2013 there were no cases of discrimination or cor- ruption in the company. BIP is evaluated by Internal and External Audits, who verify if procedures are in accordance to the rules and, if necessary, analyze corruption-related processes. During 2013 18 audits were per- formed and no evidence of corruption was found. GRI: SO2, SO3 e SO4 Ethics and credibility are values, which per- meate all the institution’s relationships. The company values fair practice, free competi- tion and compliance with legal requirements. In 2013 BIP was not the target of any legal actions for unfair competition, antitrust prac- tice or sanctions pertaining to non-complian- ce with rules and regulations. GRI: SO7 e SO8 Credit Risk Credit risk is the possibility of financial loss associated with the failure of a borrower or counterparty to honor its contractual obliga- tions. It also considers the loss of value of the contracts entered due to the borrowers incre- ased risk exposure, the reduction of income or remuneration, to the advantages ceded in debt renegotiations and to the recovery costs. The risk management structure must allow for the identification, measurement, control and mitigation of risks, as well as defining procedures and routines, in order to allow for total Credit Risk Management concerning all the areas of the business. Operational Risk Aligned with best market practice, Banco BIP developed a structure to manage ope- rational risk, which is formed by policies, pro- cedures and actions focused on continuous improvements. In 2013 the Bank adopted the Simplified Alternative Standardized Ap- proach (ASA 2) to calculate the regulatory capital ratio required for operational risk in accordance to the Circular 3.383/2008 of the Banco Central do Brasil. Market Risk Market Risk is the possible variation in the values of assets and liabilities, caused by os- cillation of market indices, such as interest rates, share prices, exchange rates and com- modity prices; and in changes in the corre- lation (interaction) between them as well as variation in their volatilities. Risk Management involves an integrated set of controls and processes in accordance with best market practice, which include all the operations of the financial conglomerate. This risk is identified, measured, mitigated and managed with great caution, following conservative guidelines as to exposure. It is monitored daily and independently: the risk area is segregated from Treasury and any other area, which may influence its results and analyses. The main tools and measurements for the management of market risk are: VaR (Va- lue at Risk): a statistical measurement which Corporate Governance ANNUAL REPORT AND SUSTAINABILITY40
  • 37. The management of liquidity risk is appro- ved by the Board of Directors and revisited annually. It establishes principles, guidelines and responsibilities for the management of the conglomerate’s liquidity risk in conformity with the liquidity risk guidelines of Resolution 4.090/2012 of the Banco Central do Brasil. These criteria and procedures establish the cash levels necessary under normal market conditions as well as measures to be taken in the case of liquidity contingence. Based on its conservative guidelines, and to cope with uncertainties which were still present in the financial markets throughout 2013, Banco BIP decided to increase its cash levels. Thus, the average cash levels during the year were of R$682 million. estimates the maximum potential loss in the Bank’s portfolio under normal market condi- tions, under certain circumstances (time hori- zon); Stress Test: a calculation of possible los- ses in a stress scenario, to evaluate the effect (both positive and negative) of extreme ma- rket conditions on the Bank’s portfolio; and Sensitivity Analysis. The policies, strategies and risk exposure limits are proposed and re- vised annually by the responsible areas and approved by the Executive Management and the Board of Directors. Liquidity Liquidity risk relates to the possible gaps be- tween payments and receivables, which may affect the capacity to repay one or more lia- bilities. The risk also refers to the inability to access capital markets in volume sufficient to honor its short, medium and long-term com- mitments. the Bank adopted the ASA2 Simplified Alternative Standardized Approach to calculate the regulatory capital ratio required for operational risk. IN 2013 41
  • 38. aguardando novo final do texto da chamada o3 Strategy WITH FOCUS AND PERSISTENCE WE REACH OUR STRATEGIC AIMS ANNUAL REPORT AND SUSTAINABILITY42 43
  • 39. o CLIENTS Banco BIP counts with a highly qualified client relationship team, offering a wide range of products, always taking into consideration the clients’ profiles. As well as following aims of the Suitability process, BIP benefits from technological platform which allows it to register all actions performed with clients, thus maintaining a valuable histo- rical ledger which allows for in-depth understanding of clients’ needs It is worth mentioning that one of our differentials is the integration between different areas of the bank, mainly between the areas of credit analysis, compliance and risk management, helping to streamline services to clients and reinforcing the institution’s safety. For BIP, the year 2013 was marked by important strategic moves, such as the acquisition of Voga Empreendimentos e Participações Ltda., through which we widened the scope of our services, expanding the Bank’s presence in mergers and acquisitions, issuance of corporate debt and other fixed income instruments, public offerings, corporate governance and financial evaluations. The restructuring of the brokerage gave rise to Guide Investimentos, bringing in- novation in the business technology platform. Strategy o3.1 ANNUAL REPORT AND SUSTAINABILITY44
  • 40. Products o3.2The Bank benefits from a diversified human capital, specialized in developing differentiated financial products and customized services, with great experience in the market for financial institutions. BIP aims for an on-going specialization in promising economic sectors and geographical re- gions. This results in the creation of franchise value in certain productive chains. The synergy between the commercial, product and investment banking areas of the Bank is fundamental in identifying opportunities and for the development of structured products and services. This allows BIP to become the client’s strategic partner, offering recurring, customi- zed services, which result in mutual benefits. GRI: 2.2 Financing (National and international) // Individuals // Corporations // Financial Institutions Commercial Banking // Loans and Financing // Agricultural Financing // BNDES // Trade Finance // Structured Products Investment Banking // Mergers and Acquisitions (MA) // Debt Restructuring and Distribution // Capital Raising (Equity) // Preparation for Capital Raising (IPO) // Valuation Opinions Assets and Derivatives Desk // Options // Swaps // Forwards and NDF 45
  • 41. Strategy PEOPLE PEOPLE MANAGEMENT Throughout its history, BIP has acquired more than assets – it has built up a unique intel- lectual capital, with in-depth knowledge of the market and its peculiarities, and a respected position vis-a-vis its competitors, partners, regulators and society as a whole. Thus, the Institution’s human capital is considered it’s most valuable asset, and the Bank is constantly focusing on efforts to improve its organizational environment. 2013 has represen- ted the consolidation of the BIP project, which impacted the final changes in our staff. o3.3 GRI: LA2 Employees . % Former Employees 2011 2012 2013 Female 36% 40% 36% Male 64% 60% 64% New Hires 2011 2012 2013 Female 37% 40% 39% Male 63% 60% 61% ANNUAL REPORT AND SUSTAINABILITY46
  • 42. New Hires . % - BY AGE Former Employees . % - BY AGE 2011 2012 2013 36% Up to 25 39% 26 to 35 16% 36 to 45 07% 46 to 55 02% Over 55 40% Up to 25 35% 26 to 35 19% 36 to 45 06% 46 to 55 00% Over 55 32% Up to 25 37% 26 to 35 14% 36 to 45 14% 46 to 55 03% Over 55 2011 2012 2013 16% Up to 25 29% 26 to 35 19% 36 to 45 25% 46 to 55 11% Over 55 23% Up to 25 30% 26 to 35 19% 36 to 45 19% 46 to 55 09% Over 55 23% Up to 25 40% 26 to 35 19% 36 to 45 12% 46 to 55 06% Over 55 47
  • 43. At the end of 2013, the Institution counted with 443 employees. Among the many ac- complishments in the human resources area, were the fruits of our Trainee program, which was concluded in 2012. At the conclusion of the program, talent trained by BIP took new management and coordination positions. The conclusion of BIP’s restructuring pro- gram, which started in 2011, impacted our employee numbers, as the consequence of strengthening some areas. Changes were focused on forming the synergistic team we have today. We seek to mix the high acade- mic qualifications of our young talent with the experience of our leaders so as to reach our objectives in Excellence and Innovation, in accordance to our values. This was the ideal combination in order to form a team capable of seizing the best op- portunities in the market, with speed and efficiency. The diversity of our staff provides for an integrated vision, which is fundamen- tal for our industry and structure. GRI: LA13 Staff Position Total Female Make Up to 25 26 to 35 36 to 45 46 to 55 Over 55 Analyst 137 47 90 33 67 26 9 2 Assistant / Operator 107 58 49 40 27 20 11 9 Coordinator 23 12 11 2 10 7 3 1 Specialist 37 14 23 12 14 4 7 0 Intern 17 11 6 16 1 0 0 0 Manager 119 32 87 10 56 21 25 7 Superintendent 20 3 17 0 5 6 6 3 Total 460 177 283 133 180 84 61 22 Board Position Total Female Make Up to 25 De 26 a 35 anos De 36 a 45 anos De 46 a 55 anos Mais de 55 anos Vice-President / Officer 7 7 1 5 1 Board Member 9 9 1 8 Chairman / CEO 3 3 1 2 Total 19 0 19 0 0 1 7 11 Strategy ANNUAL REPORT AND SUSTAINABILITY48
  • 44. The consolidation of Banco BIP called for the implementation of a new corporate culture, constantly reinforced through training and institutional actions. Today the Bank counts with a strong organizational culture, aligned with our corporate objectives. The diffusion of our Values and Vision was fundamental in assuring that the routine of our employees is aligned with the Institution’s aims. We put great value in the relationship with the community; our recruiting and selection process gives preference to local residents in the hiring of General Managers, Supe- rintendents, Directors and Vice-Presidents; the definition of local being a state resident The units of Rio de Janeiro, Goiânia, Campo Grande and Curitiba, Maringá and Ribeirão Preto are attended by Superintendents situa- ted in other localities. As well as managing the business of regional platforms situated in their own areas, supe- rintendents also manage platforms situated in other states. GRI: EC7 Banco BIP demands a high level of technical excellence from all its employees, investing in live training and e-learning which, supported by sophisticated technology, prepares employe- es for the complex demands of the job. During 2013, there were more than 1350 hours of live training for 1449 participants, resulting in 6700 man-hours. There were also 2257 hours of e-learning, with 748 participants. GRI: LA10 The Bank also focuses on the safety of its em- ployees maintaining an Internal Committee for Accident Prevention (CIPA), that organizes monthly meetings to discuss measures to pre- vent work-related accidents. The commission is located at the units of the Bank at Faria Lima and Boa Vista, in São Paulo, following the rules of NR5. In 2011, the members of the commission represented 1% of employe- es, increasing to 2% in 2012 and 3% in 2013. GRI: LA6 BIP believes in the importance of academic learning for its employees. In 2013, the Bank invested more than R$218.9 thousand in 73 bursaries for employees at several hierarchi- cal levels. Meritocracy forms an intrinsical part of our culture. The jobs and remuneration policy in- volves a variable part which recognizes the individual performance of each employee. There is a 360-degree evaluation in which all employees are evaluated by their peers, ma- nagers and subordinates. This sustains and assures that the variable part of remuneration is determined by merit. All BIP employees receive periodic feedback and analysis of their performance, and there are work groups for- med by coordinators and managers, which periodically develop training materials and actions in order to monitor and improve our managers’ feedback capabilities. We also promote activities with research and exercise. GRI: LA12 49
  • 45. Employees benefit from a wide scope of be- nefits such as dental health plans, subsidized medicines, low interest loans, private pen- sion plans as well as all benefits guaranteed by collective labor convention. The Bank also offers all employees aged between 16 and 65 a complementary pension plan, PREVIBIP. Employees have at their disposal PGBL (private pension plan) and VBGL (life insurance plan). GRI: EC3 e LA4 Continuing the project of Organizational En- vironment and following BPIs objective to become one of the Best Companies to Work for in Brazil, several activity groups were or- ganized with coordinators and managers in order to discuss improvements. The groups received advise from Human Resources and Marketing, as well as support from members of the board. The work groups focused on improvements in the following areas: Careers and Remune- ration, Training, Feedback, Mentoring, IT and Integration between areas of the bank. During 2013, the Communication and ma- rketing department invested in initiatives ai- med at employees, focusing on integration and interactivity between managers and te- ams, with a diversified action calendar. One of the highlights was the BIP football cham- pionship, which signed up more than 140 employees in less than one hour. The event was a success with repercussions throughout the year. There were also initiatives to pro- mote well-being, such as quick massage for employees at headquarters and branches, distribution of fruits and health mapping. Again we organized our traditional June Par- ty with a slightly different format, having ex- panded the event to include one of the State schools which the Institution supports throu- gh the Education Partnership Project. Thus, as well as employees and families benefiting from a day of leisure, the local community was included. We also sponsor the Pão de Açúcar Marathon to support physical activi- ties and we promote several internal social actions such as the food and hygiene pro- ducts campaigns, as well as volunteer work. At the end of the year, there was a mana- gers’ meeting for 160 employees, aiming to align expectations and directives for 2014. The event was a success and promoted the integration of branch employees with our headquarter’s team, as well as generating several action plans which will be followed through in 2014. To strengthen client relationships, we have invested in events, fairs and lectures in São Paulo as well as in the areas where our branches are located. These events showed very positive results, generating new busi- ness and bringing together our sales team with actual and prospective clients. To fur- ther promote our brand in the market, we also realized our first advertising campaign. Throughout 2013, a nationwide campaign called ‘Depoimentos’ (Testimonies) appea- Strategy ANNUAL REPORT AND SUSTAINABILITY50
  • 46. red in newspapers, magazines, airports and internet, focusing on the financial sector. The results were palpable, with an increase in hits to our corporate website, an increase in follo- wers in our social networks as well as client contacts. With the support of our press department, we noticed a significant increase in the media exposure, reaching an average of 73 articles per month. BIP executives have also partici- pated in media training courses, which have honed the management’s technical capacity in performing interviews and external promo- tions of the Bank. BIP bases all its communication and marke- ting according to the rules and regulations of the Brazilian Council of Advertising or volun- tary codes, relating to marketing; including advertising, promotion and sponsorship. GRI: PR6 e PR7 NEW TALENTWith he conclusion of the Trainee program, new management and coordination positions were taken by talent formed by BIP. 51
  • 47. o4 Sustainable Dimensions WE BELIEVE IN THE STRENGTH OF BEING A TEAM ANNUAL REPORT AND SUSTAINABILITY52 53
  • 48. Sustainable Dimensions ECONOMIC Economic and Industry Last year, the 2.3% growth in the Gross Domestic Product (GDP) positively surprised the ma- rket, driven mostly by the agribusiness and higher household and government consumption. On the supply-side, the agricultural sector encouraged the growth of the economy in 2013, reverting the negative results of the previous year, and was fostered mainly by soybeans, corn and wheat production. The services sector also posted growth when compared to 2012, all sub-sectors registered growth. The industry sector had poor results, due to uneven production performance. On the demand side, household consumption grew for the tenth consecutive year, and offset the negative impact of the external sector. Due to the high importance of sustainability to our business, BIP values the ethics and the performance produced by all interest groups related to its business. Just as its clients’ financial health is important for its business, having an ethical and committed team with great expertise is also an essential ingredient to achieve success. Following the concept of Triple Bottom Line that takes into account social, economic and environmental aspects GRI is the report model most used by companies, which pioneer sus- tainability. Its preparation process contributes towards the engagement of strategic areas of the organization, promotes a reflection about main impacts, the definition of performance indicators and the communication with interest groups. o4.1 ANNUAL REPORT AND SUSTAINABILITY54
  • 49. Though the overall performance was abo- ve expectation, the growth of the Brazilian economy is still below the average for recent years. In this scenario, the recent deteriora- tion of public accounts concerns the market. The federal government primary surplus has been gradually reduced, pressuring the go- vernment debt/GDP ratio. Some credit ra- ting agencies have changed from stable to negative the rating outlook, flagging the rating might be downgraded if the weak economic growth and increase in public debt scenario continues. Retail sales rose by 3.6% in 2013 according to IBGE (Brazilian Institute of Geography and Statistics). Hypermarkets and supermarkets, as well as food, beverage and tobacco indus- tries, recorded a 1.9% increase in sales 2013, lower than 2012 as a result of strong rise in food prices. Other highlights are car sales 1.5% increase over 2012, and strong sales of furniture and household appliances driven by Minha Casa Melhor (My Better House) Government’s programme. The inflation rate as measured by IPCA (Broad Consumer Price Index) was 5.91% in 2013, above the midpoint of 4.50% Government target, and above 2013 5.84%. This is the fourth straight year the official in- flation rate closed above the midpoint of the Central Bank’s target. In this scenario, the monetary authorities started a cycle of mo- netary tightening in April, the Selic prime rate increased 2.75%, to an annual rate of 10%. Credit supply rose by 15% in 2013, down from 16% in 2012 and 19% in 2011. The credit supply/GDP ratio was above 56.5% vs. 53.8% in 2012. The default rate moved back to 4.7% from 5.6% in 2012. Personal credit default rate moved back to 6.7% from 8.0% in 2012. Business default rate moved back to 3.1% from 3.7% in 2012. These improve- ments in the default rates are due to greater selectivity in loan grating. 55
  • 50. PERFORMANCE BIP consolidated financial statements for the year ended December 31, 2013 totaled R$ 4.9 billion in assets, up 23% from the previous year, from business generated mainly through our ten Brazilian and one foreign branch, and also through CBI Agro Partners and Guide Investi- mentos S.A. Corretora de Títulos e Valores Mobiliários. Consolidated. R$ million Income Statement 2011 2012 2013 Income from Financial Operations 631.7 640.0 459.9 Financial Operations Result 52.5 150.6 -43.4 Net Income -31.7 14.2 -120.0 Balance Sheet 2011 2012 2013 Free Cash 762.3 571.1 758.0 Loan Portfolio 2,269.6 2,624.3 3,025.2 Expanded Loan Portfolio (a) 2,534.4 3,067.9 3,867.1 Total Assets 4,278.3 4,022.0 4,936.8 Total Deposits (b) 1,851.2 2,274.6 3,219.0 Foreign Borrowings 463.8 388.6 364.3 Local Onlendings 218.2 335.5 310.0 Equity 577.1 587.2 674.2 Performance Indicators 2011 2012 2013 Default Rate (c) 5.1% 1.5% 2.3% Basel Index (Tier I) 18.2% 14.9% 14.8% Efficiency Ratio 74.4% 68.7% 130.1% Return on Average Equity (ROAE) -6.3% 2.4% -19.0% Operational Indicators 2011 2012 2013 Number of Corporate Borrowers 734 851 1,063 Number of Employees 421 436 443 a. Loan portfolio, guarantees issued (guarantees, sureties and letter of credit), agricultural bonds and private bonds. b. Includes agribusiness credit certificates (LCA), mortgage certificates (LCI) and financial bills (LF). c. Loan contracts outstanding over 60 day/Loan Portfolio. Sustainable Dimensions ANNUAL REPORT AND SUSTAINABILITY56
  • 51. Expanded Loan Portfolio The Expanded Loan Portfolio, which includes guarantees, sureties, letters credit issued by the Bank, agricultural bonds, private bonds, as well as credit issued by Banco Intercap totaled R$ 3.9 billion in December 31, 2013, up 26% over 2012 (19.2% organic growth). During 2013, we balanced the participation between the Corporate (companies with an- nual gross revenue between R$400 million and R$2 billion) and the Emerging companies (with annual gross revenue between R$80 million and R$400 million) segments in our expanded loan portfolio, which by year-end had 52.2% in the Corporate segment (59.3% in December 2012) and 47.0% in the Emer- ging companies market segment (39.1% in December 2012). Expanded Loan Portfolio. R$ million Loans and Financing in Reais Guarantees Issued (Guarantees, Sureties and L/C) Private Bonds (PN and Debentures) Trade Finance Agriculture Bonds (CPR, CDA/WA and CDCA) Others * * Others are CDC – Vehicles, Loans – acquired and BNDU Financing. 2,5342011 3,0682012 3,8672013 26.1% 52.6% R$3.9 BillionBIP total expanded loan portfolio in 2013 - up 26% from 2012. 57
  • 52. EXPANDED LOAN PORTFOLIO * Other industries with less than 1,4% of the portfolio. Agribusiness Construction Oil, biofuel and sugar Food and Beverage Automotive Power generation and distribution Livestock Infrastructure Commerce – Retail and Wholesale Transportation and logistics Textile, apparel and leather Financial activities Chemical and pharmaceutical Raw Materials Metal industry Education Machinery and Equipments International trade Other industries * BREAKDOWN BY INDUSTRY . % 22.1% 9.4% 7.6% 6.6% 6.4% 4.2% 3.9% 3.8% 3.9% 3.8% 2.7% 2.3% 2.3% 2.3% 2.1% 2.0% 1.7% 1.6% 11.4% GRI: FS6 Sustainable Dimensions ANNUAL REPORT AND SUSTAINABILITY58
  • 53. BREAKDOWN BY REGION BREAKDOWN BY SIZE GRI: FS6 Note: 1 Emerging companies - with annual gross revenue between R$80 million and R$400 million. Corporate – companies with annual gross revenue between R$400 million and R$2 billion. Others are CDC – Vehicles, Loans – acquired and BNDU Financing. 2 The data is based on the expanded loan portfolio, which consists of: Loans and Financing in Reais, Trade Finance, Guarantees Issued (guarantees, sureties and letters of credit issued), Agriculture Bonds (CPRs e CDA/WAs) and Private Bonds (promissory notes and debentures), both classified as Securities (TVM). 54% Southeast 20% Central-West 20% South 04% Northeast 02% North 52.2% Corporate 47.0% Emerging companies 0.8% Others EXPANDED PORTFOLIO BY REGION (2013) . % EXPANDED PORTFOLIO BY SEGMENT (2013) . % 59
  • 54. Loan Portfolio By Guarantee (2013) . % Loan Portfolio By Maturity (2013) . % 56% PN Guarantee 22% Receivables 08% Lien on properties 05% Lien – other types 04% Monitored Lien 03% Securities 02% Lien on Vehicles 32% Up 90 days 31% Over 360 days 19% 91 to180 days 18% 181 to 360 days By Customer Concentration 13.1% 14.0% 16.8% 29.7% 30.9% 32.0% 25.4% 27.7% 26.8% 31.9% 27.4% 24.4% 10 largest 11 to 60 largest 61 to 160 largest Other 2013 2012 2011 Loan Portfolio Sustainable Dimensions ANNUAL REPORT AND SUSTAINABILITY60
  • 55. Loan Portfolio Quality As a reflection of BIP’s strategy of focusing it’s loan portfolio on better quality operations, we increased the representativeness of credit rates between AA and B to 87.1% in Decem- ber 2013, from 81.4% in December 2012. 87.1%Representativeness of credit rates between AA and B in BIP Loan Portfolio in 2013. Loan Portfolio By Rating AA-B C D - H 4Q11 69.9% 19.8% 10.3% 4Q12 79.1% 13.1% 7.7% 4Q13 83.9% 4.8% 11.3% After we increased the allowance in Mar- ch 2013, the annualized allowance for loan losses (ALL) expense was 1.13% of the ex- panded loan portfolio in the 2Q13, 0.75% in the 3Q13 and 0.95% in the 3Q13. These figures also include Banco Intercap and take into account (i) reductions/rebates granted on settlements, (ii) proceeds recovered from outstanding loans, and (iii) reimbursement of allowance for loan losses paid in excess to the former shareholders of Banco Intercap, as agreed during the acquisition. Along the year, R$61.7 million in loan opera- tions were written off as losses, and R$10.7 million were recovered from previous written- -off loans. In March 2013, in order to preserve the Bank’s future performance, we increased the allowance for loan losses (ALL) in R$110.7 million, for loans given before April 2011, which were under our former credit policy. This increased our allowance for loan losses over the total expanded loan portfolio ratio, from 3.7% in December 2012 to 7.3% in December 2013. The coverage for customers under the new credit policy is 1.6%. ALL Expenses – Annualized . % 0.75% 1.13% 0.95% 2Q13 3Q13 4Q13 61
  • 56. Free Cash On December 31, 2013, free cash totaled R$758.0 million, or 23.5% of total deposits and 1.1 times shareholders’ equity. Calcula- tions include cash, cash equivalent, short-term marketable securities, bonds and securities (TVM), but not including bonds such as CPR, CDA/WA, Debentures and PN. FUNDING Total funding was R$3.9 billion in 2013, up 29.8% from 2012. Time deposits, basically CDBs - Certificados de Depósitos Bancários (Certificates of Bank Deposit) and DPGE - De- pósitos a Prazo com Garantia Especial (Time Deposits with Special Guarantee) comprise 57.2% of overall funding (57.3% in 2012), followed by LCA - Letras de Crédito do Agro- negócio (Agribusiness Credit Certificates), which comprise 19.3% of overall funding (12.2% in 2012). LCAs are backed by agri- business loans and offer a tax benefit to in- dividual investors. The increase reflects the Bank’s strategy of diversifying its product portfolio to have greater balance in funding costs. Funding through LCI - Letras de Crédi- to Imobiliário (Mortgages Certificates), which started in the second half of 2012, and LF - Letras Financeiras (Financial Bills) comprise 4.3% of overall funding (1.4% in 2012). On- lending funds accounted for 8.0% of overall funding (11.2% in 2012). Foreign funding comprises 9.4% of funding (13.0% in 2012), and is related do Trade Fi- nance loans granted by correspondent banks. FREE CASH . R$ MILLION 758 571 7622011 2012 2013 Sustainable Dimensions FUNDING . R$ MILLION Foreign Currency 2.5332011 2.9992012 3.8932013 91.7% Local Currency ANNUAL REPORT AND SUSTAINABILITY62
  • 57. 32% DPGE 26% CDB 19% LCA 09% Foreign Loans 08% Onlending 04% LF e LCI 02% Interbank and demand deposits Funding by Type of Investor . % Funding by Maturity . % 40% Institutional Investors 17% Corporations 11% Individuals 09% Foreign Banks 08% BNDES 07% Brokerage Firms 06% Brazilian Banks 02% Others 39% Over 360 days 29% Up to 90 days 19% 91 to 180 days 12% 181 to 360 days 01% Demand deposits Funding by Product . R$ million 63
  • 58. Financial Operations Gross Income The financial operations income before allo- wance for loan losses (ALL) came to R$ 112.8 million in 2013, down 45.6% from the R$ 207.4 million reported in 2012. The financial operations income result was R$ 43.4 million negative, a 128.8% reduction when compa- red to 2012. The main reasons for this loss were: (i) an additional provision for allowan- ce for loan losses (ALL) of R$110.7 million, exclusively for loans given before April 2011, in order to preserve the Bank’s future perfor- mance, and (ii) by the negative effects, with no cash impact, of the Banks decision, in 2Q12, to revoke the hedge accounting desig- nation of cash flow hedges. Efficiency Ratio . % Net Interest Margin (NIM) . % 20122011 2013 74.4% 68.7% 130.1% 20122011 2013 6.3% 5.7% 4.7% Net Interest Margin = [Financial Operations Gross Income before ALL, not including: (i) the effects of revoking, in 2Q12, the hedge accounting designation of cash flow hedges and (ii) reductions/ rebates granted on settlements] / average interest-bearing assets. Net Interest Margin and Efficiency Index Sustainable Dimensions ANNUAL REPORT AND SUSTAINABILITY64
  • 59. Capital Structure BIP’s shareholders ‘equity consists of Tier I capital. At the close of 2013, the Bank’s Reference Equity accounted to R$643.1 million, up 10.2% year-over-year, and its Required Reference Equity (Patrimônio de Referência Exigido - PRE) accounted for 74.1% of the total Reference Equity (73.8% at the close of 2012). Consequently, BIP Basel Index stood at the close of 2013 at 14.8%, 0.1% lower than the 14.9% registered in 2012. Shareholders’ Equity . R$ million 674.2 587.2 577.12011 2012 2013 Basel Index (Tier I) . % 14.8% 14.9% 18.2%2011 2012 20133.9 Billionwas the total funding in 2013, up 29.8% from 2012. 65
  • 60. Net Income . R$ million -120.0 14.2 -31.72011 2012 2013 Return on Average Shareholders’ Equity (ROAE) . % -19.0% 2.4% -6.3%2011 2012 2013 Net Income At close of 2013, BIP reported a net loss of R$120 million, directly impacted by: (i) an additional provision, made in March 2013, for allowance for loan losses (ALL) of R$110.7 million, exclusively for loans given before April 2011, in order to preserve the Bank’s future performance, and (ii) by the negative effects, of R$ 32.9 million in 2013, due to the decision, in 2Q12, to revoke the hedge accounting designation of cash flow hedges. Sustainable Dimensions ANNUAL REPORT AND SUSTAINABILITY66
  • 61. STOCK PERFORMANCE ON BMFBOVESPA Capital and Stocks in Circulation The capital increase announced in November 2013, at the time of the association with Banco Intercap, was confirmed by the Banco Central do Brasil in January 13, 2014. Banco Indusval S.A. capital is now distributed among 89,535,125 shares, as shown in the table below. CAPITAL AND STOCKS IN CIRCULATION Class Capital Control Management Treasury Outstanding Free Float Common shares (IDVL3) 58,513,218 32,558,212 57,876 - 25,897,130 44.3% Preferred shares (IDVL4) 31,021,907 513,788 279,489 734,515 29,494,115 95.1% Total 89,535,125 33,072,000 337,365 734,515 55,391,245 61.9% IDVL4 PERFORMANCE IDVL4 Ibovespa Closing Price on 12/28/2012 7.95 60,952 Closing Price on 12/30/2013 5.99 51,507 Change in the period -24.7% -15.5% Highest price in the year (01/24/2013) 8.00 61,169 Lowest price in the year (11/25/2013) 5.40 52,263 SHAREHOLDER BASE BREAKDOWN . % 37% Controlling Group 32% Foreign Investors 19% Individuals 11% Institutional Investors 01% Treasury 00% Management Base Date: 01/15/2014 67
  • 62. o Liquidity and Trading Volume BIP’s preferred shares (IDVL4), listed on the Corporate Governance Level 2 segment of BMFBovespa, were traded in 95.6% of the 248 trading sessions in 2013. The trading volume on the spot market totaled R$30.1 million, or 4.8 million preferred shares, in 2,289 transactions. Stock Performance BIP preferred shares (IDVL4) closed the year at R$5.99, down 24.7% year-over-year. In the same period, Ibovespa fell 15.5%, clo- sing the year at 51,507 points. On December Stock Price in the Last 12 Months 12/28/2012 01/28/2013 02/28/2013 03/31/2013 04/30/2013 05/31/2013 06/30/2013 07/31/2013 08/31/2013 09/30/2013 10/31/2013 11/30/2013 12/31/2013 110 90 70 100 80 60 IBOVESPA IDVL4 31, 2013, BIP’s market capitalization stood at R$447.4 million, with a stock price/book value ratio of 0.66. Shareholder Return During 2013 interest on own capital, calcu- lated based on the Long-term Interest Rate (TJLP) were not accrued or paid, due to the distribution of a minimum annual dividend for 2013 fiscal year. Share Buy-Back Program There was no share buy-back program in 2013. Sustainable Dimensions ANNUAL REPORT AND SUSTAINABILITY68
  • 63. ENVIRONMENTAL The Bank focuses on responsible consumption best practices, always paying attention on the impact of their operations on the environment, controlling and measuring the use of resour- ces, with the intention of developing strategies to make the use of goods and energy even more effective. o4.2 Paper Consumption . Kg 2011 2012 2013 13,736 11,351 13,421 Paper is our most important and used material. GRI: EN1 Electricity Consumption . Gigajoules 3,226.4 4,044.9 3,085.72011 2012 2013 GRI: EN4 Water Consumption . Cubic meters 49,333 45,605 23,8262011 2012 2013 GRI: EN8 Sustainability is part of the routine of our employees and we have a Social and Environmental Responsibility Policy, which regulates our activities in areas such as capturing new clients, grating credit, compliance, etc. Training for these duties covers both the rationale behind and practice of our policy. The Bank offers presential and online training programmes. Training programs in compliance and credit analysis and approval explore these issues thoroughly so that they are incorporated into Day-to-day processes. GRI: FS4 69
  • 64. social At the essence of BIP there is a strong commitment to social responsibility and a belief that each of us can contribute to build a better society. The bank develops several projects for citizenship and economic inclusion aimed at the neediest levels of society. At present more than 43500 people are direct beneficiaries of the Institution’s projects. The Bank sponsors projects in education, sports, culture, community development, environment and income generation; through strategic partnerships with social organizations, employers’ orga- nizations and international development agencies. The focus to stimulate basic development, seeking to narrow inequalities through education. The Bank has a long history in the financial markets, with a traditional, long recognized name. This has brought credibility as well as stra- tegic partnerships. Throughout its history, the Institution has built upon market know-how and has developed a relation of deep respect with all its stakeholders. The result is an Institution that has shown solid growth, that has resisted to the moments of crisis in our economy and has the respect of the whole financial market. To formalize its commitment to sustainability. BIP adopted a Social and Environmental Res- ponsibility Policy which encourages clients to care about consumption of natural resources and respect for the human being. The Bank does not give credits to companies that use child or slave labor, are involved with the production of substances that harm human health or safety, the fauna or the flora, or are in anyway related to gambling or prostitution. In 2013 there have been no lawsuits against BIP involving incidents of discrimination. All employees are hired in accordance with the Law, and no irregularities have ever been repor- ted. In addition, BIP has two communication channels on the home page of its Corporate Portal, which allows reporting any claims of non-compliance: o4.3 Sustainable Dimensions ANNUAL REPORT AND SUSTAINABILITY70
  • 65. // Fale com Ética (Talk with Ethics): this channel objective is to allow all employe- es to report, anonymously or otherwise, any type of incidents or ethical dilemmas, such as moral harassment, bad behavior, lack of respect, wrongdoing, and others. The channel is monitored by the Ethics Committee, which is comprised by the Le- gal, Human Resources, Administrative and Compliance Superintendents. // BIP - Comunica (BIP Communicates): this channel objective is to allow employees to communicate with the Bank, given sugges- tions, complaints, ideas or praises. It has a di- rect communication line with the Communi- cations and Human Resources Departments, as well as the CEO Office. All messages are examined and forwarded to the Bank’s ma- nagement team on a monthly basis. In the Bank’s Policies and Procedures Ma- nuals, the Company takes many social and environmental responsibilities, such as to curb slave labor, child labor, gambling, pros- titution and others. Through the Compliance division, which constantly searches Brazilian and international medias, UN lists and Gover- nment sites for news that might indicate that any of the Bank’s clients are involved in these activities. The International Finance Corpo- ration (IFC) exclusion list is also part of this research. The Bank does not grant credit and may even terminate contracts in advance if any irregularities are proven. GRI: HR4, HR6 e HR7 We also count with a monitoring system, for- med by a combination of policies, procedures and training for employees, in particular those responsible for client relationships, to monitor their financial activities and understand the origin of activities and the destination of the final products. In this way, it is possible to track the business from its origin to its destination. To confirm information supplied by clients, all BIP’s clients are visited regularly. The com- pliance area realizes periodic checks to main- tain transparency of the process and guaran- tee a quality client list. Employees are trained to analyze how reasonable are the clients’ deals, to identify, prevent and inform suspect money-laundering operations, illicit acts, com- panies based on illegally settled or preserva- tion areas, or in Indian reservations, amongst others. These factors will determine the conti- nuation or not of the client relationship. GRI: FS2 The institution also supports communities through the Instituto BIP de Sustentabilida- de, created in 2008. Projects are selected and followed-up, to guarantee an effective impact, to consolidate its role of agent of change. All initiatives and projects are focused on develo- ping the educational and cultural base, throu- gh the multi-disciplinary formation of children, youngsters and adults. BIP sponsors local social initiatives that aim the social, economic and cultural development of the surrounding communities. In this way, 71
  • 66. the Institution constantly promotes campaigns for the donation of diverse items, as well as, in some cases, resources ‘in kind’. There is a pro- cedure to select which themes and initiatives can receive support from the Bank, as well as an internal analysis group. In 2013, R$ 509.6 thousand were invested in cultural, educatio- nal, basic community development, and inco- me generation. GRI: EC8 // Non-governmental organizations benefi- ted: 7. // Direct beneficiaries: 43.500 children, youth and adults. // Indirect beneficiaries: 240.000 (family and community). Projeto Arrastão Created in 1968, Projeto Arrastão is a not- -for-profit organization that welcomes and supports families and communities that live in extreme poverty in the São Paulo districts of Campo Limpo, Capao Redondo, Vila An- drade, Jardim Ângela, Jardim São Luís and Taboão da Serra. The work of human promotion and develo- pment of the communities is done together with the families and leads to programmes in the fields of education, culture, income gene- ration, housing and quality of life. Highlights // 1.300 people assisted daily: children, ado- lescents, young people and adults; // Around 6,500 calls per month; // Specific programmes for each age group; // Areas of expertise: Social, Pedagogical e Arts and Culture; // Guiding Principles: support to the family, culture, community development, educa- tion, entrepreneurship and environment. Parceiros da Educação A not-for-profit organization, certified as OSCIP - Organização da Sociedade Civil de Interesse Público (Civil Society Organization in the Public Interest), a Parceiros da Edu- cação (Education Partners) was created in 2004, to promote and monitor partnerships between corporations/businessmen and pu- blic schools. Currently, it has 50 active partners (corpora- tions and businessmen) in 65 state and city schools in the State of São Paulo, benefiting around 35,000 students. Its mission is to contribute towards an all- -round education of public system students, through partnerships between business and schools, aiming to improve the quality of education and boost student’s learning. Parceiros da Educação allows businessmen to share their management experience with public schools in order to make the Brazilian public education a model of efficiency and performance. Sustainable Dimensions ANNUAL REPORT AND SUSTAINABILITY72
  • 67. Parceiros da Educação is also engaged, since 2011, in an important education program- me, the “Educação: Compromisso de São Paulo”, run with the State of São Paulo De- partment of Education. Its mission is to make the state of São Paulo public education sys- tem in one of the top 25 worldwide by 2030, and the teaching career one of the 10 most desirables in the State. Criança Brasil The Criança Brasil was created in 1987 as União dos Moradores da Favela do Jardim Pa- norama, by Liana Müller Borges, a resident of the Morumbi neighborhood, in São Paulo, and by residents of the community, after rea- lizing there was no appropriate place for the children to stay while their family members where out at work. From this initiative was established the Cen- tro de Educação Infantil (CEI), with a group of volunteer mothers taking care of 20 children. Throughout these years two more CEIs whe- re created, benefiting a total of 340 children. Other centers where created and today there are another two centers for children and tee- nagers, benefiting another 240 children. In total, 580 children and teenagers are be- nefited every year. The children remain in day care for 10 hours a day and participate in activities developed in accordance to Ministry of Education guidelines. In the Centro para Criança e Adolescente (CCA), there is also some complementary su- pport, in addition to regular schoolwork. The Bank also supports other institutions and projects, such as Rede América, Instituto de Cidadania Empresarial, Obra do Berço, etc., always aiming on grassroots development. directly benefited from BIP projects. 43,500 people 73
  • 68. o5COMPLEMENTARY INFORMATION SUSTAINABILITY POLICY Purpose The purpose of this document is to confirm Banco Indusval S.A. commitment to sustainable development, aligning the Bank’s activities within long lasting sustainable relationships with its clients. The social-environmental aspects should always be observed in its business activities and, the- refore, the lending activity should help disseminating a new business ethic attitude that consi- ders and respects the environmental and social development of society. COMPLEMENTARY INFORMATION ANNUAL REPORT AND SUSTAINABILITY74
  • 69. Definition Social-environmental responsibility means compliance with the individual and corporate obligations towards society and the environ- ment, and acting to preserve it. By being socially and environmentally res- ponsible, companies, through their resources and staff, may help other companies and pe- ople to become aware of the importance of the rational use of natural resources in the company’s daily operations. Industrial companies that seek competitive- ness have been increasingly pressured to take new positioning on environmental and social issues, expressed by the way they run their businesses or their organizational structures. As a result, they develop ways to address social-environmental issues through self-re- gulating mechanisms to improve their social- -environmental responsibility management. Commitment Committed to sustainability, Banco Indusval S.A. has established a Social-Environmental Management System (SEMS) to ensure that its lending business is compliant with the social- -environmental legislation and the International Finance Corporation’s (IFC) Exclusion List. This commitment shall be aligned with the best practices adopted by any solid institution to perpetuate its business. Banco Indusval S.A. cherishes its long lasting relationships, benefitting all involved, among them: the clients, the shareholders, the socie- ty and the environment. IFC’s Exclusion List By principle, Banco Indusval S.A. does not lend IFC resources to companies that fall un- der any of the following situations: // Production or trade in any product or acti- vity deemed illegal under country laws or regulations or international conventions and agreements, or subject to international bans; // Production or activities involving harmful or exploitative forms of forced labor/harmful child labor; // Production or Commercial Operations whi- ch are in breach of The International Labor Organization (ILP) Declaration on Fun- damental Principles and Rights at Work, among them: freedom of association and right to collective bargaining; forced labor; discrimination in the workplace; lack of legally registered workers, considering all workers involved in its activities, directly or hired through contractors, on a perma- nent or temporary basis, inside or outside its premises; // Production or trade in weapons and mu- nitions; ➢// Production or trade in alcoholic beverages (except wine or beer); // Production or trade of tobacco; // Gambling, casinos and equivalent enterprises; 75
  • 70. // Trade in wildlife or products regulated un- der CITES (Convention on International Tra- de in Endangered Species); // Production or trade in radioactive materials; // Production, trade or use of unbounded as- bestos; ➢// Production or trade in wood or other fo- restry products other than from sustaina- bly managed forests. Commercial logging operations for use in primary tropical moist forest; // Production or trade in banned pharmaceu- ticals, including the ones which are under discontinue production; // Production or trade in ozone depleting substances, including the ones which are under discontinue production; // Production or trade of banned or disconti- nued pesticides/herbicides; // Production or trade of PCB; // Drift net fishing in the marine environment using nets in excess of 2.5 km in length. The Compliance department will monitor clients’ engagement in the activities listed above, as excluded sectors. Banco Indusval credit agreements signed with its borrowers bear a social and environ- mental responsibility clause through which the customers commits not to use child, slave or forced labor in all its activities and to make efforts to adopt such clause in agreements with its clients, suppliers and service provi- ders. Similarly, the customer undertakes to provide strict compliance with laws and regu- lations intended to protect the environment, as well as, to maintain all valid licenses, per- mits and studies required by Law to the full development of its activities. The borrower also commits to take measures and proce- dures applicable to rule out any aggression, danger or risk of harm to the environment that may be caused as a result of its acti- vities, including by delegation to third par- ties. The infringement of these clauses will be cause for early payment of loans contrac- ted with Banco Indusval. The bank may also refuse to grant new loans while borrowers’ infringements are not resolved. The International Finance Corporation (IFC), the private sector arm of the World Bank res- ponsible for loans to assist developing coun- tries private sector, searches the following web site “dirty list: http://www.reporterbra- sil.org.br/listasuja/index.php The slave labor veto is one of the main cri- teria guiding its relationship with Brazilian companies. This register, prepared by the Ministry of La- bor, has names of the companies and people proven to have used labor on their premises. The use of the “dirty list” by the IFC – In- ternational Finance Corporation is a tool to fight employers that use slave labor in the country. Credit restrictions are one of the most effective weapons in this fight, since it hinders the maintenance and expansion of the enterprise. COMPLEMENTARY INFORMATION ANNUAL REPORT AND SUSTAINABILITY76