UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE
ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF
1934
For the month of June, 2022
Commission File Number:
001-34476
BANCO SANTANDER (BRASIL) S.A.
(Exact name of registrant as
specified in its charter)
Avenida Presidente Juscelino
Kubitschek, 2041 and 2235
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil
(Address of principal
executive office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or
Form 40-F: Form 20-F ___X___ Form 40-F _______
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes _______ No ___X____
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes _______ No ___X____
Indicate by check mark whether by furnishing the
information contained in this Form, the Registrant is also thereby furnishing
the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934:
Yes _______ No ___X____
If “Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b): N/A
Free Translation
into English from the Original Previously Issued in Portuguese)
8
| Note | | 6/30/2022 | | Bank 12/31/2021 |
| | | | | |
Cash | | | 16,427,926 | | 16,657,201 |
| | | | | |
Financial Assets Measured At
Fair Value Through Profit Or Loss | 3.a | | 46,118,844 | | 18,858,842 |
Debt instruments | | | 3,895,457 | | 3,122,017 |
Balances With The Brazilian Central Bank | | | 42,223,387 | | 15,736,825 |
| | | | | |
Financial Assets Measured At
Fair Value Through Profit Or Loss Held For Trading | 3.a | | 84,614,433 | | 70,570,665 |
Debt instruments | | | 56,237,629 | | 47,752,595 |
Equity instruments | | | 2,566,121 | | 2,020,610 |
Trading derivatives | 17 | | 25,810,683 | | 20,797,460 |
| | | | | |
Non-Trading Financial Assets
Mandatorily Measured At Fair Value Through Profit Or Loss | 3.a | | 1,073,291 | | 870,162 |
Loans and advances to customers | | | 958,093 | | 392,455 |
Equity instruments | | | 115,198 | | 477,707 |
| | | | | |
Financial Assets Measured At
Fair Value Through Other Comprehensive Income | 3.a | | 69,358,624 | | 101,241,787 |
Debt instruments | | | 69,321,938 | | 101,212,600 |
Equity instruments | | | 36,686 | | 29,187 |
| | | | | |
Financial Assets Measured At
Amortized Cost | 3.a | | 656,610,480 | | 633,241,352 |
Loans and amounts due from credit
institutions | | | 97,562,448 | | 95,664,754 |
Loans and advances to customers | | | 470,881,797 | | 464,451,587 |
Debt instruments | | | 88,166,235 | | 73,125,011 |
| | | | | |
Hedging Derivatives | 17 | | 385,637 | | 342,463 |
| | | | | |
Non-Current Assets Held For
Sale | 4 | | 763,248 | | 816,345 |
| | | | | |
Investments in Associates
and Joint Ventures | 5.a | | 1,682,179 | | 1,232,646 |
| | | | | |
Tax Assets | | | 44,328,876 | | 41,757,332 |
Current | | | 5,351,254 | | 4,117,035 |
Deferred | | | 38,977,622 | | 37,640,297 |
| | | | | |
Other Assets | | | 9,052,043 | | 6,049,028 |
| | | | | |
Tangible Assets | 6 | | 8,295,156 | | 8,783,785 |
| | | | | |
Intangible Assets | | | 31,141,026 | | 30,786,788 |
Goodwill | 7 | | 27,891,504 | | 27,915,469 |
Other intangible assets | 8 | | 3,249,522 | | 2,871,319 |
| | | | | |
Total Assets | | | 969,851,763 | | 931,208,396 |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | |
| Notes | | 6/30/2022 | | Bank 12/31/2021 |
| | | | | |
Financial Liabilities
Measured At Fair Value Through Profit Or Loss Held For Trading | 9.a | | 40,785,991 | | 36,952,567 |
Trading derivatives | 17 | | 27,336,333 | | 24,172,008 |
Short positions | 17 | | 13,449,658 | | 12,780,559 |
| | | | | |
Financial Liabilities
Measured At Fair Value Through Profit Or Loss | 9.a | | 8,829,274 | | 7,459,784 |
Other financial liabilities | | | 8,829,274 | | 7,459,784 |
| | | | | |
Financial Liabilities
Measured at Amortized Cost | 9.a | | 782,113,236 | | 750,093,694 |
Deposits from Brazilian Central Bank and
deposits from credit institutions | | | 120,527,760 | | 121,005,909 |
Customer deposits | | | 473,882,976 | | 468,961,069 |
Marketable debt securities | | | 95,679,514 | | 79,036,792 |
Debt Instruments Eligible to Compose
Capital | | | 19,131,625 | | 19,641,408 |
Other financial liabilities | | | 72,891,361 | | 61,448,516 |
| | | | | |
Hedging Derivatives | 17 | | 117,421 | | 446,973 |
| | | | | |
Provisions | 10 | | 10,426,420 | | 11,604,482 |
Provisions for pension funds and
similar obligations | | | 1,703,745 | | 2,728,126 |
Provisions for judicial and
administrative proceedings, commitments and other provisions | | 8,722,675 | | 8,876,356 |
| | | | | |
Tax Liabilities | | | 8,709,396 | | 8,175,023 |
Current | | | 6,010,235 | | 5,949,833 |
Deferred | | | 2,699,161 | | 2,225,190 |
| | | | | |
Other Liabilities | | | 10,602,117 | | 10,501,378 |
| | | | | |
Total Liabilities | | | 861,583,855 | | 825,233,901 |
| | | | | |
Stockholders' Equity | 11 | | 111,870,588 | | 109,046,574 |
Share Capital | 11.a | | 55,000,000 | | 55,000,000 |
Reserves | 11.c | | 54,750,154 | | 48,880,561 |
Treasury shares | 11.d | | (1,123,063) | | (713,039) |
Profit for the period attributable to
the Parent | | | 7,943,497 | | 15,528,052 |
Less: Dividends and remuneration | 11.b | | (4,700,000) | | (9,649,000) |
| | | | | |
Other Comprehensive Income | | | (4,067,041) | | (3,406,428) |
| | | | | |
Stockholders' Equity
Attributable to the Parent | | | 107,803,547 | | 105,640,146 |
| | | | | |
Non - Controlling Interests | | | 464,361 | | 334,349 |
| | | | | |
Total Stockholders' Equity | | | 108,267,908 | | 105,974,495 |
Total Liabilities and
Stockholders' Equity | | | 969,851,763 | | 931,208,396 |
The explanatory notes are an integral part
of the condensed consolidated financial statements.
| Notes | | 04/01 to 06/30/2022 | 04/01 to 06/30/2021 | 01/01 to 06/30/2022 | | 01/01 to 06/30/2021 |
Interest and similar income | | | 27,913,019 | 17,532,000 | 54,273,861 | | 33,832,789 |
Interest expense and similar charges | | | (16,410,401) | (5,195,600) | (29,323,041) | | (9,622,549) |
Net Interest Income | | | 11,502,618 | 12,336,400 | 24,950,820 | | 24,210,240 |
Income from equity instruments | | | 20,204 | 12,673 | 20,004 | | 14,189 |
Income from companies accounted by the
equity method | 5.a | | 42,986 | 45,957 | 65,859 | | 76,525 |
Fee and commission income | | | 5,359,005 | 4,969,559 | 10,460,769 | | 10,141,470 |
Fee and commission expense | | | (1,583,823) | (1,226,169) | (3,041,327) | | (2,341,716) |
Gains (losses) on financial assets and
liabilities (net) | | | (7,162,341) | (3,008,665) | 2,999,466 | | 4,227,951 |
Financial Assets Measured At Fair Value
Through Profit Or Loss | | 988,469 | 33,947 | 1,267,392 | | 1,044,679 |
Financial Assets Measured At Fair Value
Through Profit Or Loss Held For Trading | (6,155,138) | 70,980 | 3,526,292 | | 6,554,255 |
Non-Trading Financial Assets Mandatorily
Measured At Fair Value Through Profit Or Loss | 128,261 | (22,996) | 184,681 | | 40,615 |
Financial instruments not measured at
fair value through profit or loss | | | (1,885,635) | (370,654) | (2,474,473) | | (518,732) |
Other | | | (238,298) | (2,719,942) | 495,574 | | (2,842,866) |
Exchange differences (net) | | | 8,535,521 | 6,681,791 | (1,830,430) | | (2,117,964) |
Other operating expense | | | (22,062) | (214,017) | (25,337) | | 447,333 |
Total Income | | | 16,692,108 | 19,597,529 | 33,599,824 | | 33,813,362 |
Administrative expenses | | | (4,241,330) | (4,012,007) | (8,745,786) | | (8,207,085) |
Personnel expenses | 13.a | | (2,335,298) | (2,143,735) | (4,786,799) | | (4,348,285) |
Other administrative expenses | 13.b | | (1,906,032) | (1,868,272) | (3,958,987) | | (3,858,800) |
Depreciation and amortization | | | (652,141) | (582,485) | (1,256,946) | | (1,255,837) |
Tangible assets | 6.a | | (465,806) | (439,734) | (924,821) | | (968,052) |
Intangible assets | 8 | | (186,335) | (142,751) | (332,125) | | (287,785) |
Provisions (net) | | | (229,995) | (195,794) | (895,856) | | (767,161) |
Impairment losses on financial assets
(net) | | | (6,306,408) | (4,340,094) | (11,364,934) | | (7,913,309) |
Financial Instruments Measured At
Amortized Cost | 3.b.2 | | (6,306,408) | (4,340,094) | (11,364,934) | | (7,913,309) |
Impairment losses on other assets (net) | | | 7,119 | (678) | (56,459) | | (9,869) |
Other intangible assets | 8 | | (1,169) | (866) | (13,061) | | (2,427) |
Other assets | | | 8,288 | 188 | (43,398) | | (7,442) |
Gains (losses) on disposal of assets not
classified as non-current assets held for sale | 11,931 | 10,333 | 8,756 | | 40,531 |
Gains (losses) on non-current assets
held for sale not classified as discontinued operations | 13,108 | 21,395 | 72,944 | | 39,108 |
Operating Income Before Tax | | | 5,294,392 | 10,498,199 | 11,361,543 | | 15,739,740 |
Income taxes | 12 | | (1,106,868) | (6,488,752) | (3,354,581) | | (7,667,326) |
Net income for the
semester | | | 4,187,524 | 4,009,447 | 8,006,962 | | 8,072,414 |
Profit attributable to the Parent | | | 4,142,721 | 3,999,173 | 7,943,497 | | 8,052,689 |
Profit attributable to non-controlling
interests | | | 44,803 | 10,274 | 63,465 | | 19,725 |
| | 04/01 a 06/30/2022 | | 04/01 a 06/30/2021 | | 01/01 a 06/30/2022 | | 01/01 a 06/30/2021 |
Profit for the Period | | 4,187,524 | | 4,009,447 | | 8,006,962 | | 8,072,414 |
| | | | | | | | |
Other Comprehensive Income that will be subsequently reclassified for profit
or loss when specific conditions are met:
| . | (409,160) | | (135,741) | | (793,047) | | (1,543,300) |
| | | | | | | | |
Financial Assets Measured At
Fair Value Through Other Comprehensive Income | . | (55,417) | | 154,315 | | (406,681) | | (1,027,178) |
Financial Assets Measured At Fair Value
Through Other Comprehensive Income | . | (143,236) | | 212,399 | | (593,831) | | (1,962,908) |
Income taxes | . | 87,819 | | (58,084) | | 187,150 | | 935,730 |
| | | | | | | | |
Cash flow hedges | | (353,743) | | (290,056) | | (386,366) | | (516,122) |
Valuation adjustments | | (610,336) | | (396,986) | | (742,578) | | (830,871) |
Income taxes | | 256,593 | | 106,930 | | 356,212 | | 314,749 |
| | | | | | | | |
Other Comprehensive Income
that won't be reclassified for Net income: | | 32,751 | | 136,846 | | 132,434 | | 121,752 |
| | | | | | | | |
Defined Benefits plan | | 32,751 | | 136,846 | | 132,434 | | 121,752 |
Defined Benefits plan | | 96,755 | | 266,230 | | 318,475 | | 266,230 |
Income taxes | | (64,004) | | (129,384) | | (186,041) | | (144,478) |
| | | | | | | | |
Total Comprehensive Income | | 3,811,115 | | 4,010,552 | | 7,346,349 | | 6,650,866 |
Attributable to the parent | | 3,766,312 | | 4,000,278 | | 7,282,884 | | 6,631,141 |
Attributable to non-controlling
interests | | 44,803 | | 10,274 | | 63,465 | | 19,725 |
Total | | 3,811,115 | | 4,010,552 | | 7,346,349 | | 6,650,866 |
The explanatory notes are an integral part
of the condensed consolidated financial statements.
| | Stockholders´ Equity Attributable to the Parent | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| Note | Share Capital | | Reserves | | Treasury shares | | | Profit Attributed to the Parent | | Dividends and Remuneration | | Stockholders´ Equity Attributable to the Parent | | Financial Assets Measured At Fair Value Through Other Comprehensive Income | | Defined Benefits plan | | Translation adjustments investment abroad | | Gains and losses - Cash flow hedge and Investment | | Total | | Non-controlling Interests | | Total Stockholders´ Equity | |
Balances at December 31, 2020 | | 57,000,000 | | 40,414,981 | | (791,358) | | | 13,418,529 | | (3,837,085) | | 106,205,067 | | 2,342,129 | | (3,190,913) | | 859,370 | | (438,666) | | 105,776,987 | | 312,885 | | 106,089,872 | |
Total comprehensive income | | - | | - | | - | | | 8,052,689 | | - | | 8,052,689 | | (1,027,178) | | 121,752 | | - | | (516,122) | | 6,631,141 | | 19,725 | | 6,650,866 | |
Consolidated Net Income for the Period | | - | | - | | - | | | 8,052,689 | | - | | 8,052,689 | | - | | - | | - | | - | | 8,052,689 | | 19,725 | | 8,072,414 | |
Other comprehensive income | | - | | - | | - | | | - | | - | | - | | (1,027,178) | | 121,752 | | - | | (516,122) | | (1,421,548) | | - | | (1,421,548) | |
Financial Assets Measured At Fair Value
Through Other Comprehensive Income | - | | - | | - | | | - | | - | | - | | (1,027,178) | | - | | - | | - | | (1,027,178) | | - | | (1,027,178) | |
Employee benefit plan | | - | | - | | - | | | - | | - | | - | | - | | 121,752 | | - | | - | | 121,752 | | - | | 121,752 | |
Gain and loss - Cash flow and investment
hedge | - | | - | | - | | | - | | - | | - | | - | | - | | - | | (516,122) | | (516,122) | | - | | (516,122) | |
Appropriation of net income from prior
years | - | | 13,418,529 | | - | | | (13,418,529) | | - | | - | | - | | - | | - | | - | | - | | - | | - | |
Spin-Off | 11.a | (2,000,000) | | (1,167,674) | | - | | | - | | - | | (3,167,674) | | - | | - | | - | | - | | (3,167,674) | | - | | (3,167,674) | |
Dividends and interest on capital from
prior years | 11.b | - | | (3,837,085) | | - | | | - | | 3,837,085 | | - | | - | | - | | - | | - | | - | | - | | - | |
Dividends and interest on capital | 11.b | - | | - | | - | | | - | | (3,000,000) | | (3,000,000) | | - | | - | | - | | - | | (3,000,000) | | - | | (3,000,000) | |
Treasury shares | 11.d | - | | - | | 81,588 | | | - | | - | | 81,588 | | - | | - | | - | | - | | 81,588 | | - | | 81,588 | |
Other | | - | | (270,841) | | - | | | - | | - | | (270,841) | | - | | - | | - | | - | | (270,841) | | (4,339) | | (275,180) | |
Balances at June 30,
2021 | | 55,000,000 | | 48,557,910 | | (709,770) | | | 8,052,689 | | (3,000,000) | | 107,900,829 | | 1,314,951 | | (3,069,161) | | 859,370 | | (954,788) | | 106,051,201 | | 328,271 | | 106,379,472 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balances at December 31, 2021 | | 55,000,000 | | 48,880,561 | | (713,039) | | | 15,528,052 | | (9,649,000) | | 109,046,574 | | (47,576) | | (2,924,221) | | 859,370 | | (1,294,001) | | 105,640,146 | | 334,349 | | 105,974,495 | |
Total comprehensive income | | - | | - | | - | | | 7,943,497 | | - | | 7,943,497 | | (406,681) | | 132,434 | | - | | (386,366) | | 7,282,884 | | 63,465 | | 7,346,349 | |
Net Income Attributable to the Parent
Company | - | | - | | - | | | 7,943,497 | | - | | 7,943,497 | | - | | - | | - | | - | | 7,943,497 | | 63,465 | | 8,006,962 | |
Other comprehensive income | | - | | - | | - | | | - | | - | | - | | (406,681) | | 132,434 | | - | | (386,366) | | (660,613) | | - | | (660,613) | |
Financial Assets Measured At Fair Value
Through Other Comprehensive Income | - | | - | | - | | | - | | - | | - | | (406,681) | | - | | - | | - | | (406,681) | | - | | (406,681) | |
Employee benefit plan | | - | | - | | - | | | - | | - | | - | | - | | 132,434 | | - | | - | | 132,434 | | - | | 132,434 | |
Gain and loss - Cash flow and investment
hedge | - | | - | | - | | | - | | - | | - | | - | | - | | - | | (386,366) | | (386,366) | | - | | (386,366) | |
Appropriation of net income from prior
years | - | | 15,528,052 | | - | | | (15,528,052) | | - | | - | | - | | - | | - | | - | | - | | - | | - | |
Dividends and interest on capital from
prior years | 11.b | - | | (9,649,000) | | - | | | - | | 9,649,000 | | - | | - | | - | | - | | - | | - | | - | | - | |
Dividends and interest on capital | 11.b | - | | - | | - | | | - | | (4,700,000) | | (4,700,000) | | - | | - | | - | | - | | (4,700,000) | | - | | (4,700,000) | |
Treasury shares | 11.d | - | | - | | (410,024) | | | - | | - | | (410,024) | | - | | - | | - | | - | | (410,024) | | - | | (410,024) | |
Other | | - | | (9,459) | | - | | | - | | - | | (9,459) | | - | | - | | - | | - | | (9,459) | | 66,547 | | 57,088 | |
Balances as of June 30,
2022 | | 55,000,000 | | 54,750,154 | | (1,123,063) | | | 7,943,497 | | (4,700,000) | | 111,870,588 | | (454,257) | | (2,791,787) | | 859,370 | | (1,680,367) | | 107,803,547 | | 464,361 | | 108,267,908 | |
The explanatory notes are an integral part
of the condensed consolidated financial statements.
| Note | | 01/01 to 06/30/2022 | | 01/01 to 06/30/2021 |
1. Cash Flows From Operating
Activities | | | | | |
Net income for the period | | | 8,006,962 | | 8,072,414 |
Adjustments to profit | | | 18,116,464 | | 65,948,608 |
Depreciation of tangible assets | 6.a | | 924,821 | | 968,052 |
Amortization of intangible assets | 8 | | 332,125 | | 287,785 |
Impairment losses on other assets (net) | | | 56,459 | | 9,869 |
Provisions and Impairment losses on
financial assets (net) | | | 12,260,790 | | 8,680,470 |
Net Gains (losses) on disposal of
tangible assets, investments and non-current assets held for sale | | (81,700) | | (79,639) |
Income from companies accounted by the
equity method | 5.a | | (65,859) | | (76,525) |
Deferred tax assets and liabilities | | | (395,657) | | 99,554 |
Monetary Adjustment of Escrow Deposits | | | (297,401) | | (104,943) |
Recoverable Taxes | | | (272,715) | | (155,146) |
Effects of Changes in Foreign Exchange
Rates on Cash and Cash Equivalents | | | (983) | | (5,325) |
Effects of Changes in Foreign Exchange
Rates on Assets and Liabilities | | | 5,677,027 | | 56,843,360 |
Other | | | (20,443) | | (518,904) |
Net (increase) decrease in
operating assets | | | (38,021,939) | | (42,053,961) |
Financial Assets Measured At Fair Value
Through Profit Or Loss | | | (27,260,002) | | (21,593,899) |
Other financial assets measured at fair
value through profit or loss | | | (18,036,339) | | 8,035,379 |
Financial Assets Measured at Fair Value
in Results Retained for Trading | | | (203,129) | | 26,389 |
Financial Assets Measured at Fair Value through
Other Comprehensive Income | | | 31,547,166 | | 1,967,030 |
Financial Assets Measured At Amortized
Cost | | | (19,641,332) | | (36,284,389) |
Other assets | | | (4,428,303) | | 5,795,529 |
Net increase (decrease) in
operating liabilities | | | 18,518,244 | | (18,749,478) |
Financial Liabilities Measured At Fair
Value Through Profit Or Loss Held For Trading | | | 3,833,424 | | (16,418,433) |
Financial Liabilities Measured At Fair
Value Through Profit Or Loss | | | 1,369,490 | | 918,208 |
Financial liabilities at amortized cost | | | 14,875,435 | | (1,968,304) |
Other liabilities | | | (1,560,105) | | (1,280,949) |
Tax paid | | | (2,090,499) | | (2,441,278) |
Total net cash flows from
operating activities (1) | | | 4,529,232 | | 10,776,305 |
2. Cash Flows From Investing
Activities | | | | | |
Investments | | | (1,628,549) | | (863,098) |
Subsidiary acquisition, less net cash on
acquisition | | | (406,920) | | - |
Tangible assets | | | (583,389) | | (513,836) |
Intangible assets | | | (471,849) | | (186,878) |
Non-collective assets for sale | | | (166,391) | | (162,384) |
Disposal | | | 300,335 | | 952,189 |
Tangible assets | | | 93,452 | | 603,315 |
Non-Current Assets Held For Sale | | | 166,335 | | 302,110 |
Dividends and interest on capital
received | | | 40,548 | | 46,764 |
Total net cash flows from
investing activities (2) | | | (1,328,214) | | 89,091 |
3. Cash Flows From Financing
Activities | | | | | |
Acquisition of own shares | 11.d | | (410,024) | | 81,588 |
Issuance of other long-term liabilities | | | 38,506,347 | | 52,241,942 |
Dividends and interest on capital paid | | | (4,284,788) | | (4,090,315) |
Payments of other long-term liabilities | | | (22,123,313) | | (47,452,855) |
Interest Payments on Debt Instruments
Eligible to Capital | | | (437,864) | | (457,600) |
Net increase in non-controlling
interests | | | 20,446 | | (4,339) |
Capital Increase in Subsidiaries, by
Non-Controlling Interests | | | 41,348 | | - |
| | | | | |
Total net cash flows from
financing activities (3) | | | 11,312,152 | | 318,421 |
Exchange variation on Cash
and Cash Equivalents (4) | | | 983 | | 5,325 |
Net Increase in Cash and
cash equivalents (1+2+3+4) | | | 14,514,153 | | 11,189,142 |
Cash and cash equivalents at
the beginning of the period | | | 32,668,749 | | 28,446,808 |
Cash and cash equivalents at
the end of the period | | | 47,182,902 | | 39,635,950 |
The explanatory notes are an integral part
of the condensed consolidated financial statements.
1. Introduction, presentation of condensed consolidated financial
statements and other information
a)
Introduction
Banco
Santander (Brasil) S.A. (Banco Santander or Banco), controlled directly and
indirectly by Banco Santander, S.A., headquartered in Spain (Banco Santander
Espanha), is the leading institution of the Financial and Prudential
Conglomerates (Conglomerate Santander) before the Central Bank of Brazil
(Bacen), constituted as a joint stock company, headquartered at Avenida
Presidente Juscelino Kubitschek, 2041 and 2235 - Bloco A - Vila Olímpia - São
Paulo - SP. Banco Santander operates as a multiple-service bank and develops
its operations through commercial, investment, credit, financing and
investment, real estate credit, leasing and foreign exchange portfolios.
Through its subsidiaries, it also operates in the payment institution,
consortium management, securities brokerage, insurance brokerage, consumer
finance, digital platforms, benefit management, management and recovery of
non-performing loans, capitalization and private pension markets. , and supply
and administration of food, meal and other vouchers. Operations are conducted
in the context of a group of institutions that operate in an integrated manner
in the financial market. The benefits and costs corresponding to the services
provided are absorbed between them and are carried out in the normal course of
business and under commutative conditions.
The
Board of Directors authorized the issuance of the Consolidated Financial
Statements for the semester ended June 30, 2022 at the meeting held on July 27,
2022.
The
aforementioned Financial Statements and the documents that comprise them were
subject to an unqualified report by the Independent Auditors, a recommendation
for approval issued by the Bank's Audit Committee and a favorable opinion from
the Fiscal Council of Banco Santander.
b)
Basis of presentation of the condensed
consolidated financial statements
The Condensed Consolidated Financial Statements were
prepared in accordance with the International Financial Reporting Standards
(IFRS) standards issued by the International Accounting Standards Board (IASB),
and the interpretations issued by the IFRS Interpretations Committee (current
name of the International Financial Reporting Interpretations Committee –
IFRIC). All relevant information specifically related to Banco Santander's
financial statements, and only in relation to these, is being evidenced, and
corresponds to the information used by Banco Santander in its management.
c) Other
information
c.1)
Adoption of new standards and interpretations
The
following changes to standards were adopted for the first time for the year
beginning January 1, 2022:
•
Amendments to IFRS 9, IAS 39, IFRS 7 "Financial Instruments", IFRS 4
"Insurance Contracts" and IFRS 16 "Leasing":the changes provided for in Phase 2 of the IBOR reform address issues that may
affect the financial statements during the reform a reference interest rate,
including the effects of changes in contractual cash flows or hedging
relationships arising from the replacement of a rate with an alternative
reference rate (substitution issues). The effective date of application of this
amendment is January 1, 2021. The Group's contracts linked to LIBOR are being
reviewed between the parties and will be updated by the respective alternative
rates disclosed, plus a spread. Management estimates that the updated cash
flows will be economically equivalent to the original, and does not expect
material impacts related to this replacement.
The
above implementations have had no significant impact on these Financial
Statements.
Rules
and interpretations that will come into force after June 30, 2022
As
of the date of preparation of these condensed individual and consolidated
financial statements, the following rules that have an effective adoption date
after January 01, 2022 and have not yet been adopted by the Bank are:
•
Amendment to IAS 37 “Provision, Contingent Liabilities and Contingent Assets”:
In May 2020, the IASB issued this amendment to clarify that, for the purposes
of assessing whether a contract is onerous, the cost of performing the contract
includes the incremental costs of performance of that contract and an
allocation of other costs that directly relate to the performance of this
contract. The effective date of application of this amendment is 1st. January
2022.
•
IFRS 17 - In May 2017, the IASB issued the IFRS for insurance contracts that
aims to replace IFRS 4. IFRS 17 has an implementation date of January 1, 2023.
This standard aims to demonstrate greater transparency and information useful
in the financial statements, one of the main changes being the recognition of
earnings as insurance services are delivered, in order to assess the
performance of insurers over time. Banco Santander is evaluating the possible
impacts upon adoption of the standard.
•
Amendment to IFRS 3 “Business Combinations”: issued in May 2020, with the aim
of replacing references from the old version of the conceptual framework to the
most recent one. The amendment to IFRS 3 is effective from January 1, 2022.
• Annual
Improvements – 2018-2020 Cycle: In May 2020, the IASB issued the following
changes as part of the annual improvement process, applicable from January 1,
2022:
(i) IFRS 9 -
"Financial Instruments" - clarifies which rates must be included in
the 10% test for the write-off of financial liabilities.
(ii) IFRS 16
- "Leases" - amendment of example 13 in order to exclude the example
of lessor payments related to improvements in the leased property.
(iii) IFRS 1
"First-time Adoption of International Financial Reporting Standards"
- simplifies the application of said standard by a subsidiary that adopts IFRS
for the first time after its parent company, in relation to the measurement of
the accumulated amount of exchange rate variations.
• Amendment to IAS 1 "Presentation of Financial
Statements": the objective is to clarify that liabilities are classified
as current or non-current, depending on the rights that exist at the end of the
period. The classification is not affected by the entity's expectations or events
after the reporting date. The amendments to IAS 1 are effective as of January
1, 2023.
• Amendment to IAS 8 - Accounting Policies, Change in Estimate
and Error Rectification: clarifies how entities must distinguish changes in
accounting policies from changes in accounting estimates, as changes in
accounting estimates are prospectively applied to future transactions and other
events futures, but changes in accounting policies are generally applied
retrospectively to past transactions and other past events, as well as to the
current period. This amendment is effective as of January 1, 2023.
• Amendment to IAS 12 - Income Taxes: requires entities to
recognize deferred tax on transactions that, on initial recognition, give rise
to equal amounts of taxable and deductible temporary differences. This
typically applies to lease transactions (right-of-use assets and lease
liabilities) and decommissioning and restoration obligations, as an example,
and will require the recognition of additional deferred tax assets and
liabilities. This amendment is effective as of January 1, 2023.
There are no other IFRS standards or IFRIC interpretations that
have not yet come into force that could have a significant impact on the Bank's
financial statements.
c.2)
Estimates used
The
consolidated results and the calculation of consolidated equity are impacted by
the accounting policies, assumptions, estimates and measurement methods used by
the Bank's directors in the preparation of consolidated financial statements.
The Bank makes estimates and assumptions that affect the reported amounts of
assets and liabilities of future periods. All estimates and assumptions
required, in accordance with IFRS, are the best estimates in accordance with
the applicable standard.
In
Condensed Consolidated Financial Statements, estimates are made by management
of the Bank and consolidated entities in order to quantify certain assets,
liabilities, revenues and expenses and disclosures of explanatory notes.
c.2.1)
Critical estimates
The critical
estimates and assumptions that have the most significant impact on the
accounting balances of certain assets, liabilities, revenues and expenses and
in the disclosure of explanatory notes, are described below:
i. Valuation
of the fair value of certain financial instruments
Financial
instruments are initially recognized at fair value and those that are not
measured at fair value through profit or loss are adjusted for transaction
costs.
Financial
assets and liabilities are subsequently measured at the end of each period
using valuation techniques. This calculation is based on assumptions, which
consider the Management's judgment based on information and market conditions
existing at the balance sheet date.
Banco
Santander classifies the measurements at fair value using the hierarchy of fair
value that reflects the model used in the measurement process, segregating the
financial instruments between Levels I, II or III.
The
notes 2.e and 46.c8 of the Consolidated Financial Statements of December 31,
2021, present the accounting practice and sensitivity analysis for the
Financial Instruments, respectively.
ii. Provisions
for losses on credits due to impairment
The
carrying amount of impaired financial assets is adjusted by recording a
provision for loss as a debit of “Losses on financial assets (net) – Financial
assets measured at amortized cost” in the consolidated income statement. The
reversal of previously recorded losses is recognized in the consolidated income
statement in the period in which the impairment decreases and can be
objectively related to an impairment event.
To
individually measure the impairment loss of loans evaluated for impairment, the
Bank considers the conditions of the counterparty, such as its economic and
financial situation, level of indebtedness, income generation capacity, cash
flow, management, corporate governance and quality of internal controls,
payment history, industry experience, contingencies and credit limits, as well
as asset characteristics, such as their nature and purpose, type, sufficiency
and guarantees of liquidity level and total credit amount , and also based on
historical impairment experience and other circumstances known at the time of
the valuation.
To
measure the impairment loss of loans collectively evaluated for impairment, the
Bank separates financial assets into groups taking into account the
characteristics and similarities of credit risk, that is, according to the
segment, type assets, guarantees and other factors associated with historical
impairment experience and other circumstances known at the time of the
valuation.
Notes
2.h & 46.b2 to the Consolidated Financial Statements as of December 31,
2021, present the accounting practice and measures for measuring credit risk,
respectively.
iii. Provisions
for pension funds
Defined
benefit plans are recorded based on an actuarial study performed annually by a
specialized company at the end of each year, effective for the subsequent
period and are recognized in the consolidated statement of income under
Interest and similar expenses and Provisions (net).
The
present value of the defined benefit obligation is the present value without
deduction of any plan assets from the expected future payments required to
settle the obligation resulting from the employee's service in current and past
periods.
Additional
details are in note 2.w of the Consolidated Financial Statements of December
31, 2021.
iv. Provisions,
assets and contingent liabilities
Provisions
for judicial and administrative proceedings are constituted when the risk of
loss of the judicial or administrative action is assessed as probable and the
amounts involved are measurable with sufficient security, based on the nature,
complexity and history of the actions and the opinion of the legal advisors
internal and external.
The
note 2.q to the Bank's consolidated financial statements for the year ended
December 31, 2021, features information on provisions and contingent assets and
liabilities. There were no significant changes in provisions and contingent
assets and liabilities of the Bank between December 31, 2021 and June 30, 2022,
base date of these financial statements condensed consolidated.
v. Goodwill
The
goodwill recorded is subject to the impairment test, at least once a year or in
a shorter period, in the event of any indication of impairment of the asset.
The
basis used for the recoverability test is the value in use and, for this
purpose, the cash flow is estimated for a period of 5 years. Cash flow was
prepared considering several factors, such as: (i) macroeconomic projections of
interest rates, inflation, exchange rate and others; (ii) behavior and growth
estimates of the national financial system; (iii) increased costs, returns,
synergies and investment plan; (iv) customer behavior; and (v) growth rate and
adjustments applied to flows in perpetuity. The adoption of these estimates
involves the probability of future events occurring and the alteration of any
of these factors could have a different result. The cash flow estimate is based
on a valuation prepared by an independent expert annually or whenever there is
evidence of a reduction in its recoverable amount, which is reviewed and
approved by Management.
Additional
details are in note 7.
vi. Expectation
of realization of tax credits
Deferred
tax assets and liabilities include temporary differences, identified as the
amounts expected to be paid or recover on differences between the book values
of the assets and liabilities and their respective calculation bases, and tax
credits and losses and the negative basis of the accumulated CSLL. These values
are measured at the rates expected to apply in the period in which the asset is
realized or the liability is settled. Deferred tax assets are only recognized
for temporary differences to the extent that it is considered likely that
consolidated entities will have sufficient future taxable profits against which
deferred tax assets can be used, and deferred tax assets do not result from
initial recognition (except in a business combination) of other assets and
liabilities in a transaction that does not affect either actual tax profit or
accounting profit. Other deferred tax assets (tax credits and accumulated tax
losses) are only recognized if it is considered likely that consolidated
entities will have sufficient future taxable profits for them to be used.
The
recognized deferred tax assets and liabilities are reviewed on the date of each
balance sheet, making the appropriate adjustments based on the findings of the
analyses carried out. The expectation of realization of the Bank's deferred tax
assets is based on projections of future results and based on a technical
study.
For
additional details see note 2.z of the Consolidated Financial Statements as of
December 31, 2021.
2. Basis of consolidation
Below are highlighted as controlled, direct
and indirect entities and investment funds included in Banco Santander
Condensed Consolidated Financial Statements. Similar information about
companies accounted for by the Bank's equity method is provided in note 5.
| | | Quantity of Shares or Quotas Owned (in Thousands) | | 06/30/2022 |
Investments | | Activity | Common Shares and Quotas | Preferred Shares | Direct Participation | Consolidated Participation |
Controlled by Banco Santander | | | | | | |
Atual Serviços de Recuperação de Créditos e Meios Digitais
S.A. | | Credit Collection and Recovery Management | 2,607,128 | - | 100.00% | 100.00% |
Aymoré Crédito, Financiamento e Investimento S.A. (Aymoré CFI) | | Financial | 26,655 | - | 100.00% | 100.00% |
Ben Benefícios e Serviços Instituição de Pagamentos S.A.(BEN Benefícios) | | Payment Method | 90,000 | - | 100.00% | 100.00% |
Esfera Fidelidade S.A. | | Services provision | 10,001 | - | 100.00% | 100.00% |
Gira - Gestão Integrada de Recebíveis do Agronegócio S.A. | | Tecnology | 381 | - | 80.00% | 80.00% |
Rojo Entretenimento S.A. | | Services Provision | 7,417 | - | 94.60% | 94.60% |
Sanb Promotora de Vendas e Cobrança Ltda. | | Provision of Digital Media Services | 30,988 | - | 100.00% | 100.00% |
Sancap Investimentos e Participações S.A. (Sancap) | | Holding | 23,538,159 | - | 100.00% | 100.00% |
Santander Brasil Administradora de Consórcio Ltda. (Santander
Brasil Consórcio) | | Buying Club | 436,441 | - | 100.00% | 100.00% |
Santander Corretora de Câmbio e Valores Mobiliários
S.A.(Santander CCVM) | | Broker | 14,067,640 | - | 99.99% | 99.99% |
Santander Corretora de Seguros, Investimentos e Serviços S.A.
(Santander Corretora de Seguros) | | Broker | 7,184 | - | 100.00% | 100.00% |
Santander Holding Imobiliária S.A. | | Holding | 558,601 | - | 100.00% | 100.00% |
Santander Leasing S.A. Arrendamento Mercantil (Santander
Leasing) | | Leasing | 164 | - | 100.00% | 100.00% |
F1RST Tecnologia e Inovação Ltda. | | Other Activities | 188,575 | - | 100.00% | 100.00% |
SX Negócios Ltda. | | Other Activities | 75,050 | - | 100.00% | 100.00% |
Controlled by Aymoré CFI | | | | | | |
Banco PSA | | Bank | 105 | - | 0.00% | 50.00% |
Banco Hyundai Capital Brasil S.A. | | Bank | 150,000 | - | 0.00% | 50.00% |
Solution 4Fleet Consultoria Empresarial S.A. | | Technology | 328 | - | 0.00% | 80.00% |
Controlled by Santander Leasing | | | | | | |
Banco Bandepe S.A. | | Bank | 3,589 | - | 0.00% | 100.00% |
Santander Distribuidora de Títulos e Valores Mobiliários S.A. | | Distributor | 461 | - | 0.00% | 100.00% |
Controlled by Sancap | | | | | | |
Santander Capitalização S.A. | Capitalization | 64,615 | - | 0.00% | 100.00% |
Evidence Previdência S.A. | | Private Pension | 42,819,564 | - | 0.00% | 100.00% |
Controlled by Santander
Holding Imobiliária S.A. | | | | | | |
Summer Empreendimentos Ltda. | | Real Estate | 17,084 | - | 0.00% | 100.00% |
Apê11 Tecnologia e Negócios Imobiliários S.A. | | Technology | 3,808 | - | 0.00% | 90.00% |
Controlled by Atual Serviços de Recuperação de Créditos e
Meios Digitais S.A. | | | |
Return Capital Serviços de Recuperação de Créditos S.A. | Collection and Recover of Credit Management | 200 | - | 0.00% | 100.00% |
Liderança Serviços Especializados em Cobranças Ltda. | | Collection and Recover of Credit Management | 250 | - | 0.00% | 100.00% |
Controlled by Santander Distribuidora de Títulos e Valores
Mobiliários S.A. | | | |
Toro Corretora de Títulos e Valores Mobiliários Ltda. | | Broker | 21,726 | - | 0.00% | 63.00% |
Toro Investimentos S.A. | | Broker | 44,101 | - | 0.00% | 2.06% |
Controlled by Toro Corretora de Títulos de Valores Mobiliários
Ltda. | | | | | | |
Toro Investimentos S.A. | | Investments | 228,461 | - | 0.00% | 96.57% |
Jointly Controlled Companies
by Sancap | | | | | | |
Santander Auto S.A. | | Technology | 22,452 | - | 0.00% | 50.00% |
Controlled by Toro Investimentos S.A. | | | | | | |
Monetus Investimentos S.A. | | Investments | 918,264 | - | 0.00% | 100.00% |
Mobills Labs Soluções em Tecnologia Ltda. | | Technology | 1,122,000 | - | 0.00% | 100.00% |
Controlled by Mobills Labs Soluções em Tecnologia Ltda. | | | | | | |
Mob Soluções em Tecnologia Ltda. | | Technology | 20 | - | 0.00% | 100.00% |
Controlled by Monetus
Investimentos S.A. | | | | | | |
Monetus Corretora de Seguros Ltda. | | Broker | 510 | - | 0.00% | 100.00% |
Consolidated
Investment Funds
·
Santander Fundo de Investimento Amazonas Multimercado Crédito
Privado de Investimento no Exterior (Santander FI Amazonas);
·
Santander Fundo de Investimento Diamantina Multimercado Crédito
Privado de Investimento no Exterior (Santander FI Diamantina);
·
Santander Fundo de Investimento Guarujá Multimercado Crédito
Privado de Investimento no Exterior (Santander FI Guarujá);
·
Santander Fundo de Investimento Unix Multimercado Crédito
Privado (Santander FI Unix);
·
Santander Fundo de Investimento SBAC Referenciado DI Crédito
Privado (Santander FI SBAC);
·
Santander Paraty QIF PLC (Santander Paraty) (2);
·
Prime 16 – Fundo de Investimento Imobiliário (atual denominação
do BRL V - Fundo de Investimento Imobiliário - FII) (1);
·
Santander FI Hedge Strategies
Fund (Santander FI Hedge Strategies) (2);
·
Fundo de Investimento em Direitos Creditórios Multisegmentos NPL
Ipanema VI - Não Padronizado (Fundo Investimento Ipanema NPL VI) (3);
·
Santander Hermes Multimercado Crédito Privado Infraestrutura
Fundo de Investimentos (4);
·
Fundo de Investimentos em Direitos Creditórios Atacado – Não
Padronizado (5);
·
Atual – Fundo de Investimento Multimercado Credito Privado
Investimento no Exterior (6);
·
Verbena FCVS – Fundo de Investimento em Direitos Creditórios
(7).
(1) Banco Santander was creditor of certain overdue credit
operations that had real estate as collateral. The operation for the recovery
of these credits consists of the contribution of the properties in guarantee to
the capital of the Real Estate Investment Fund and the consequent transfer of
the Fund's shares to Banco Santander, through payment of the aforementioned
credit operations.
(2) Banco Santander, through
its subsidiaries, owns the risks and benefits of Santander Paraty and the
Santander FI Hedge Strategies Subfund, resident in Ireland, both of which are
fully consolidated in their Consolidated Financial Statements. In the Irish
market, an investment fund cannot act directly and, for this reason, it was
necessary to create another structure (a sub-fund), Santander FI Hedge
Strategies. Santander Paraty has no equity position, and all records come from
the financial position of Santander FI Hedge Strategies.
(3) Atual Serviços de Recuperação
de Créditos e Meios Digitais S.A. (current corporate name of Atual Companhia
Securitizadora de Créditos Financeiros), a company that acquired certain credit
operations from Banco Santander (overdue for more than 360 days) and controlled
by Banco Santander, holds 100% of the shares of this fund.
(4) This fund started to be
consolidated in November 2018 and is controlled through Banco Bandepe S.A.
(5) This fund started to be
consolidated in June 2019 and is controlled through Atual Serviços de Recuperação
de Créditos e Meios Digitais S.A.
(6) This fund started to be
consolidated in August 2020 and is controlled through Atual Serviços de
Recuperação de Créditos e Meios Digitais S.A.
(7) This fund started to be
consolidated in February 2021 and is controlled through Banco Santander Brasil
S.A, it holds 100% of the quotas of this fund.
Corporate movements were implemented in order to reorganize the
operations and activities of the entities in accordance with the business plan
of the Santander Conglomerate.
a)
Acquisition of a stake in CSD Central de Serviços de
Registro e Depósito aos Mercados Financeiro e de Capitais S.A.
On
January 21, 2022, Santander Corretora de Seguros, Investimentos e Serviços S.A.
(“Santander Corretora”), together with other investors, together with CSD Central
de Serviços de Registro e Depósito aos Mercados Financeiro e de Capitals S.A.
(“CSD BR”) and its respective shareholders, a certain investment agreement and
other covenants (“Agreement”) with a view to subscribing a minority interest in
CSD BR (“Transaction”). CSD BR operates as a registrar of financial assets,
derivatives, securities and insurance policies, authorized by the Central Bank
of Brazil, the Securities and Exchange Commission and the Superintendence of
Private Insurance. After the fulfillment of the conditions precedent
established in the Agreement, the closing of the Transaction took place on May
26, 2022, so that Santander Corretora now holds 20% (twenty percent) of the
equity interest of CSD BR.
b)
Sale of the entire interest held in Paytec
Tecnologia em Pagamentos Ltda. and Paytec Logística e Armazém Ltda.
On
May 26, 2022, Banco Santander signed, together with Getnet Adquirência e
Serviços para Meios de Pagamento S.A. – Payment Institution (“Getnet IP”), the
agreement for the purchase and sale of shares, transfer of ownership and other
covenants, of 100% of the shares of Paytec Tecnologia em Pagamentos Ltda.
("Operation"). With the implementation of the Transaction on May 26,
2022, Getnet IP directly holds 100% of the shares of Paytec Tecnologia em
Pagamentos Ltda and indirectly controls Paytec Logística e Armazém Ltda.
c)
Acquisition of Equity Interest in Monetus
Investimentos Ltda. and Monetus Corretora de Seguros Ltda.
On
June 15, 2021, Santander Distribuidora de Títulos e Valores Mobiliários S.A.
(“Santander DTVM”, new corporate name of PI Distribuidora de Títulos e Valores
Mobiliários S.A.), Toro Corretora de Títulos e Valores Mobiliários S.A. (“Toro
CTVM”), and Toro Investimentos S.A. (“Toro Investimentos” and, together with
Toro CTVM, “Toro”) entered into, together with the partners of Monetus
Investimentos Ltda., and Monetus Corretora de Seguros Ltda. (together
“Monetus”), investment agreement and other covenants, whereby, once the
transaction is completed, Toro Investimentos will hold 100% of the capital
stock of Monetus (“Transaction”). Monetus, originally from Belo Horizonte,
carries out its activities through an automated objective-based investment
application, after considering the client's needs and risk profile, the
application automatically creates, executes and monitors a diversified and
personalized investment strategy that use the platform to undertake and serve
customers in the best way. After the fulfillment of the applicable conditions
precedent, the closing of the Transaction was formalized on January 4, 2022.
d)
Acquisition of Equity Interest in Mobills
Labs Soluções em Tecnologia Ltda. and Mob Soluções em Tecnologia Ltda.
On
June 15, 2021, Santander Distribuidora de Títulos e Valores Mobiliários S.A.
(“Santander DTVM”, new corporate name of PI Distribuidora de Títulos e Valores
Mobiliários S.A.), Toro Corretora de Títulos e Valores Mobiliários S.A. (“Toro
CTVM”), and Toro Investimentos S.A. (“Toro Investimentos” and, together with Toro
CTVM, “Toro”) entered into, together with the partners of Mobills Labs Soluções
em Tecnologia Ltda., and Mob Soluções em Tecnologia Ltda. other covenants,
whereby, once the transaction is completed, Toro Investimentos will hold 100%
of the share capital of Mobills (“Transaction”). Based in Ceará, Mobills has a
variety of financial applications that have a large user base, especially
related to financial planning. After the fulfillment of the applicable
conditions precedent, the closing of the Transaction was formalized on January
4, 2022.
e)
Acquisition of equity interest in Apê11 Tecnologia e
Negócios Imobiliários Ltda.
On
September 2, 2021, Santander Holding Imobiliária S.A. (“SHI”) – a wholly-owned
subsidiary of the Company – entered into, together with the partners of Apê11
Tecnologia e Negócios Imobiliários Ltda. (“Apê11”), certain Share Purchase
Agreement and Investment Agreement, by which, once the transaction is
concluded, it would hold 90% of the capital stock of Apê11 (“Transaction”).
Apê11 acts as a collaborative marketplace, pioneer in digitizing the journey of
buying houses and apartments. After the fulfillment of the conditions precedent
established in the Share Purchase and Sale Investment Agreement, the closing of
the Transaction was formalized on December 16, 2021.
f)
Acquisition of Equity Interest in Solutions
4Fleet Consultoria Empresarial Ltda.
On
July 13, 2021, Aymoré Crédito, Financiamento e Investimento S.A. (“Aymoré”),
together with the partners of Solutions 4Fleet Consultoria Empresarial Ltda.
(“Solutions4Fleet”), certain Investment and Share Purchase Agreement, by the
which, once the transaction is completed, Aymoré will hold 80% of the share
capital of Solutions 4Fleet (“Transaction”). Solutions 4Fleet specializes in
structuring vehicle rental and subscription businesses – a long-term rental
modality for individuals. After the fulfillment of the conditions precedent
established in the Share Purchase and Sale Investment Agreement, the closing of
the Transaction was formalized on October 8, 2021.
g)
Acquisition of Equity Interest in Leadership
Serviços Especializados em Cobranças Ltda. (“Leadership”) and Fozcobra Agência
de Cobranças Ltda. (“Fozcobra”) and subsequent merger of Fozcobra by
Leadership.
On
August 4, 2021, Atual Serviços de Crédito e Meios Digitais S.A. (“Atual”) – a
wholly-owned subsidiary of the Company – entered into, together with the
partners of Líder Serviços Especializados em Cobranças Ltda. (“Liderança”), a certain Agreement for the Assignment
of Quotas and Other Covenants, by which, once the transaction is carried out,
it will hold 100% of the capital stock of Leadership (“Operation”). Leadership
works in the area of overdue credit recovery, providing extrajudicial
collection services to financial institutions of different sizes, retail
chains, telecommunications operators and automakers, among others, and has a
subsidiary, Fozcobra Agência de Cobranças Ltda. After the fulfillment of the
conditions precedent established in the Agreement for the Assignment of Quotas
and Other Covenants, the closing of the Transaction was formalized on October
1, 2021. Subsequently, Fozcobra was merged into Leadership on October 4, 2021.
h)
Acquisition of Equity Interest in Car10
Tecnologia e Informação S.A. and Pag10 Eireli Mercantile Development.
On
July 13, 2021, Webmotors S.A. (“Webmotors”), celebrated, together with the
partners of Car10 Tecnologia e Informação S.A. (“Car10 Tecnologia”) and Pag10
Fomento Mercantil Eireli. (“Pag10” and, together with Car10 Tecnologia, “Car10”),
certain Share Investment and Purchase and Sale Agreements, by which, once the
transaction is completed, Webmotors will hold approximately 66.7% of the share
capital of Car10 Tecnologia which, in turn, is the sole owner of Pag10
(“Operation”). Car10 acts as a marketplace that brings together more than 7,000
service providers such as workshops and autocenters; auto body and Paint; and
cleaning and sanitizing, in addition to emergency assistance and towing. After
the fulfillment of the conditions precedent established in the Share Purchase
and Sale Investment Agreement, the closing of the Transaction was formalized on
September 20, 2021.
i)
Corporate reorganization Santander Leasing
S.A. Commercial Leasing and Banco Bandepe S.A.
On
May 11, 2021, Banco Santander (Brasil) S.A. (“Banco Santander”) and Banco
Bandepe S.A. (“Bandepe”) entered into a Share Purchase and Sale Agreement
through which Banco Santander acquired the entire equity interest held by
Bandepe in Santander Leasing S.A. Commercial Lease (“Santander Leasing”), which
corresponds to 21.42%. In this operation, Banco Santander became the sole
shareholder of Santander Leasing. On May 27, 2021, the merger of all the shares
of Bandepe into Santander Leasing was approved, in order to convert Bandepe into
a wholly-owned subsidiary of Santander Leasing (“Merger of Shares”).
j)
Signing of an Agreement for the Acquisition
of Equity Interest in Toro Controle
On
September 29, 2020, Santander Distribuidora de Títulos e Valores Mobiliários
S.A. (“Santander DTVM”, new corporate name of PI Distribuidora de Títulos e
Valores Mobiliários S.A.), which is indirectly controlled by Banco Santander,
entered into with the shareholders of Toro Controle e Participações S.A. (“Toro
Controle”), investment agreement and other covenants. Toro Controle was a
holding company that ultimately controlled Toro Corretora de Títulos e Valores
Mobiliários Ltda. (“Toro CTVM”) and Toro Investimentos S.A. (“Toro
Investimentos” and collectively “Toro”). Toro is an investment platform founded
in Belo Horizonte in 2010. In 2018, it received the necessary authorizations
and started its operation as a securities broker aimed at the retail public.
After the fulfillment of all applicable suspensive conditions, including
approval by the Central Bank of Brazil, the transaction was carried out on
April 30, 2021, with the acquisition of shares representing 60% of the share
capital of Toro Controle and their immediate incorporation by Toro CTVM, so
that Santander DTVM became the direct owner of the equivalent of 60% of the
share capital of Toro CTVM, which, in turn, holds 100% of the share capital of
Toro Investimentos.
k)
Partial spin-off of Getnet Adquirência e Serviços para
Meios de Pagamento S.A.
After
the approval of the studies and a favorable proposal from the Board of
Directors of Santander Brasil, on March 31, 2021, the shareholders of Santander
Brasil approved the partial spin-off of Santander Brasil, for the segregation
of the shares owned by Getnet Adquirência e Serviços for Meios de Pagamento
S.A. (“Getnet”), with version of the spun-off portion for Getnet itself. Upon
completion of the spin-off, the shareholders of Santander Brasil became direct
shareholders of Getnet in proportion to their participation in the capital
stock of Santander Brasil.
As
a result of the Spin-off, the share capital of Santander Brasil was reduced by
a total amount of R$ 2,000,000 (two billion reais), without the cancellation of
shares, with the share capital of Santander Brasil going from R$57,000,000
(fifty and seven billion reais) to R$55,000,000 (fifty-five billion reais).
l)
Acquisition of Equity Interest in Paytec
Tecnologia em Pagamentos Ltda. and Paytec Logística e Armazém Eireli
On
December 8, 2020, Banco Santander signed, together with the partners and holders
of Paytec Tecnologia em Pagamentos Ltda. and Paytec Logística e Armazém Eireli
(together “Paytec”), a contract for the purchase and sale of shares, transfer
of ownership and other covenants, whereby, once the transaction is completed,
it would hold 100% of Paytec's share capital. Paytec acts as a logistics
operator with national coverage and focused on the payments market. Upon
compliance with the conditions established in the contract, in particular the
applicable regulatory approvals, the parties formalized the definitive
instruments on March 12, 2021. With the completion of the transaction, Banco
Santander now holds 100% of Paytec's share capital. As informed in item b
above, these interests were sold on May 26, 2022 to Getnet IP.
m)
Acquisition of Equity Interest in Gira –
Integrated Management of Receivables of Agronegócio S.A.
On
December 8, 2020, Banco Santander signed, together with the partners and
holders of Paytec Tecnologia em Pagamentos Ltda. and Paytec Logística e Armazém
Eireli (together “Paytec”), a contract for the purchase and sale of shares,
transfer of ownership and other covenants, whereby, once the transaction is
completed, it would hold 100% of Paytec's share capital. Paytec acts as a
logistics operator with national coverage and focused on the payments market.
Upon compliance with the conditions established in the contract, in particular
the applicable regulatory approvals, the parties formalized the definitive
instruments on March 12, 2021. With the completion of the transaction, Banco
Santander now holds 100% of Paytec's share capital. As informed in item b
above, these interests were sold on May 26, 2022 to Getnet IP.
3. Financial assets
a) Classification
by nature and category
The
classification by nature and category for the purpose of valuing the Bank's
assets, except for the items related to “Cash and reserves at the Central Bank
of Brazil” and “Derivatives used as Hedge”, on June 30, 2022 and December 31,
2021 is shown below:
| | | | | | | | | | | | 06/30/2022 |
| | Financial Assets Measured At Fair Value Through Profit Or Loss | | Financial Assets Measured At Fair Value Through Profit Or Loss Held For Trading | | Non-Trading Financial Assets Mandatorily Measured At Fair Value Through Profit Or Loss | | Financial Assets Measured At Fair Value Through Other Comprehensive Income | | Financial Assets Measured At Amortized Cost | | Total |
Balances With The Brazilian
Central Bank | | 42,223,387 | | - | | - | | - | | - | | 42,223,387 |
Loans and amounts due from
credit institutions | - | | - | | - | | - | | 97,562,448 | | 97,562,448 |
Of which: | | | | | | | | | | | | |
Loans and amounts due from credit institutions | - | | - | | - | | - | | 97,575,225 | | 97,575,225 |
Impairment losses (note
3-b.2) | | - | | - | | - | | - | | (12,777) | | (12,777) |
Loans and advances to
customers | | - | | - | | 958,093 | | - | | 470,881,797 | | 471,839,890 |
Of which: | | | | | | | | | | | | |
Loans and advances to customers, (1) | | - | | - | | 958,093 | | - | | 502,363,856 | | 503,321,949 |
Impairment losses (note
3-b.2) | | - | | - | | - | | - | | (31,482,059) | | (31,482,059) |
Debt instruments | | 3,895,457 | | 56,237,629 | | - | | 69,321,938 | | 88,166,235 | | 217,621,259 |
Of which: | | | | | | | | | | | | |
Debt instruments | | 3,895,457 | | 56,237,629 | | - | | 69,321,938 | | 89,301,020 | | 218,756,044 |
Impairment losses (note
3-b.2) | | - | | - | | - | | - | | (1,134,785) | | (1,134,785) |
Equity instruments | | - | | 2,566,121 | | 115,198 | | 36,686 | | - | | 2,718,005 |
Trading derivatives | | - | | 25,810,683 | | - | | - | | - | | 25,810,683 |
Total | | 46,118,844 | | 84,614,433 | | 1,073,291 | | 69,358,624 | | 656,610,480 | | 857,775,672 |
| | | | | | | | | | | | |
| | | | | | | | | | | | 12/31/2021 |
| | Financial Assets Measured At Fair Value Through Profit Or Loss | | Financial Assets Measured At Fair Value Through Profit Or Loss Held For Trading | | Non-Trading Financial Assets Mandatorily Measured At Fair Value Through Profit Or Loss | | Financial Assets Measured At Fair Value Through Other Comprehensive Income | | Financial Assets Measured At Amortized Cost | | Total |
Balances With The Brazilian
Central Bank | | 15,736,825 | | - | | - | | - | | - | | 15,736,825 |
Loans and amounts due from
credit institutions | - | | - | | - | | - | | 95,664,754 | | 95,664,754 |
Of which: | | | | | | | | | | | | |
Loans and amounts due from credit institutions | - | | - | | - | | - | | 95,686,579 | | 95,686,579 |
Impairment losses (note
3-b.2) | | - | | - | | - | | - | | (21,825) | | (21,825) |
Loans and advances to
customers | | - | | - | | 392,455 | | - | | 464,451,587 | | 464,844,042 |
Of which: | | | | | | | | | | | | |
Loans and advances to customers,(1) | | - | | - | | 392,455 | | - | | 492,962,247 | | 493,354,702 |
Impairment losses (note
3-b.2) | | - | | - | | - | | - | | (28,510,660) | | (28,510,660) |
Debt instruments | | 3,122,017 | | 47,752,595 | | - | | 101,212,600 | | 73,125,011 | | 225,212,223 |
Of which: | | | | | | | | | | | | |
Debt instruments | | 3,122,017 | | 47,752,595 | | - | | 101,212,600 | | 74,315,903 | | 226,403,115 |
Impairment losses (note
3-b.2) | | - | | - | | - | | - | | (1,190,892) | | (1,190,892) |
Equity instruments | | - | | 2,020,610 | | 477,707 | | 29,187 | | - | | 2,527,504 |
Trading derivatives | | - | | 20,797,460 | | - | | - | | - | | 20,797,460 |
Total | | 18,858,842 | | 70,570,665 | | 870,162 | | 101,241,787 | | 633,241,352 | | 824,782,808 |
(1)
As of June 30, 2022, the balance recorded
under “Loans and advances to customers” referring to loan portfolio operations
assigned is R$ 36,219 (12/31/2021 - R$40,790) and R$ 35,979 (12/31/2021 -
R$40.511) of “Other financial liabilities - Financial liabilities associated
with the transfer of assets”.
b)
Valuation adjustments arising from impairment of financial assets
b.1)
Financial assets measured at fair value through Other Comprehensive Income
As
indicated in note 2 to the Bank's consolidated financial statements for the
year ended December 31, 2021, changes in the carrying amount of financial
assets and liabilities are recognized in the consolidated statement of income
and except in the case of financial assets measured at value through other
comprehensive income, in which changes in fair value are temporarily recognized
in consolidated shareholders' equity, under “Other comprehensive income”.
The
debits or credits in "Other comprehensive income" arising from
changes in fair value, remain in the Bank's consolidated shareholders' equity
until the respective assets are written off, when they are then recognized in
the consolidated income statement. As part of the fair value measurement
process, when there is evidence of impairment losses on these instruments, the
amounts are no longer recognized in equity under the item "Financial
assets measured at fair value through other comprehensive income" and are
reclassified to the Consolidated Income Statement by the cumulative amount on
that date.
On
June 30, 2022, the Bank analyzed changes in the fair value of the various
assets that make up this portfolio and concluded that, on that date, there were
no significant differences whose origin could be considered as arising from
impairment losses. Consequently, the total variations in the fair value of
these assets are shown in "Other comprehensive income." Changes in
the balance of other comprehensive income in the interim period are recognized
in the consolidated statement of Other Comprehensive Income.
In
the second quarter of 2022, in accordance with the best corporate governance
practices, Management approved the change in the securities business model,
from held for the purpose of collecting contractual cash flows and selling to
held for the purpose of collect from contractual cash flows, in the amount of
R$ 11 billion with no impact on results, with the balance in Shareholders'
Equity fully reversed.
This
decision is based in response to changes caused by the approval of Law
14,031/20 and, with the objective of adapting the new conditions of interest
rate risk management, the fixed rate public securities LTNs that were used to
cover the interest rate differential interest rates were reclassified on April
1, 2022. This change in legislation leads to a change in the Management Model
used by Management to manage these securities, and it is estimated that LTNs
maturing in 2024 no longer fit into the " Held to Collect and Sell”, and,
with the extinction of the fiscal asymmetry of investments abroad, such
securities will be used exclusively for the purpose of collecting cash flows.
Thus,
with the reclassification carried out on April 1, 2022, the Federal Public
Securities - LTNs maturing in 2024 are no longer recorded at Fair Value in
Other Comprehensive Income, and will only have effect on Payment of Principal
and Interest. Such event entails the full reversal of the mark-to-market amount
recorded in Other Comprehensive Income on the reclassification date in the
gross total of R$1,025 million, reducing, on the other hand, the value of the
recorded asset.
b.2)
Financial assets measured at amortized cost - loans, other amounts with credit
institutions and advances to customers
The
changes in the provisions for impairment of assets included in “Financial
assets measured at amortized cost - loans, other amounts with credit
institutions and advances to customers” in the semester ended on June 30, 2022
and 2021 were the following:
| | 01/01 a 06/30/2022 | | 01/01 a 06/30/2021 |
Balance at beginning of the
period | . | 29,723,377 | . | 25,640,488 |
Provision for losses on financial assets
and recovery of loans written off for loss | . | 10,819,397 | . | 7,523,706 |
Write-off of impaired balances against
recorded impairment allowance | . | (7,913,153) | . | (6,043,244) |
Balance at end of the period (Note
3.a) | . | 32,629,621 | . | 27,120,950 |
Provision for contingent liabilities
(note 10.a) | . | 722,013 | . | 739,740 |
Total balance of allowance
for impairment losses, including provisions for contingent liabilities | . | 33,351,634 | . | 27,860,690 |
Loans written-off recovery | . | 394,669 | . | 436,058 |
Discount granted | . | (940,206) | . | (825,661) |
Considering
the amounts recognized in “Losses due to non-recovery against income” and
“Recoveries of loans written off to loss”, “Losses on financial assets - Financial
assets measured at amortized cost” (previously classified as Losses on loans
and receivables) totaled R$11,364,934 and R$7,913,309 in the semester ended on June
30, 2022 and 2021, respectively.
c)
Non-recoverable assets
A
financial asset is considered non-recoverable when there is objective evidence
of the occurrence of events that: (i) cause an adverse impact on the estimated
future cash flows on the date of the transaction, in the case of debt
instruments (loans and debt securities); (ii) mean that their book value cannot
be fully recovered, in the case of equity instruments; (iii) arising from the
breach of loan clauses or terms, and (iv) during the bankruptcy process.
The details of changes in the balance of
financial assets classified as “Loans and advances to customers” considered as
non-recoverable due to credit risk in the semester ended on June 30, 2022 and
2021 are as follows:
| | 01/01 a 06/30/2022 | | 01/01 a 06/30/2021 |
Balance at beginning of the
period | | 26,923,312 | | 22,985,983 |
Net additions | | 16,479,086 | | 8,616,535 |
Write-off of impaired balances against
recorded impairment allowance | | (8,829,821) | | (6,862,488) |
Balance at end of the
period | | 34,572,577 | | 24,740,031 |
d)
Provisions for contingent commitments
IFRS
9 requires that the provision for expected credit losses be recorded for
financial guarantee contracts provided, which have not yet been honored. The
provision expense that reflects the credit risk should be measured and accounted
for when these guarantees are honored and the guaranteed client does not comply
with its contractual obligations. Below is the movement of these provisions for
the semester ended on June 30, 2022 and 2021.
| | 01/01 a 06/30/2022 | | 01/01 a 06/30/2021 |
Balances at the beginning of
the period | | 908,027 | | 724,780 |
Constitution of provisions for
contingent liabilities | | (186,014) | | 14,960 |
Balances at the end of
period (Note 3.b.2) | | 722,013 | | 739,740 |
4. Non-current assets held for sale
Non-current
assets held for sale include assets not in use.
5. Investments in associates and joint ventures
Joint
Control
Banco
Santander considers investments classified as jointly controlled when they
possess a shareholders' agreement, which sets that the strategic, financial and
operating decisions requires the unanimous consent of all investors.
Significant
Influence
Associates
are entities over which the Bank is in a position to exercise significant
influence (significant influence is the power to participate in the financial
and operating decisions of the investee) but it does not control or has joint
control over the investee.
a) Breakdown
| | | | Participation % |
| Activity | Country | 06/30/2022 | 12/31/2021 |
Jointly Controlled by Banco
Santander | | | | | |
Banco RCI Brasil S.A. | Bank | Brazil | | 39.89% | 39.89% |
Estruturadora Brasileira de Projetos S.A. - EBP (1) | Other Activities | Brazil | | 11.11% | 11.11% |
Gestora de Inteligência de Crédito | Credit Bureau | Brazil | | 19.45% | 19.45% |
Campo Grande Empreendimentos | Other Activities | Brazil | | 25.32% | 25.32% |
Santander Auto S.A. | Other Activities | Brazil | | 50.00% | 50.00% |
CIP S.A. (4) | Other Activities | Brasil | | 17.87% | 0.00% |
Jointly Controlled by Santander Corretora de Seguros | | | | | |
Webmotors S.A. (2) | Other Activities | Brazil | | 70.00% | 70.00% |
Tecnologia Bancária S.A. - TECBAN | Other Activities | Brazil | | 18.98% | 18.98% |
Hyundai Corretora de Seguros | Insurance Broker | Brazil | | 50.00% | 50.00% |
PSA Corretora de Seguros e Serviços Ltda. (3) | Insurance Broker | Brazil | | 50.00% | 50.00% |
Central de Serv. de Reg e Dep. aos Mercados Financ. e de
Capitais S.A. | Other Activities | Brazil | | 20.00% | 0.00% |
| | 06/30/2022 | | 12/31/2021 |
| | Assets | Liabilities | Profit (Loss) | | Assets | Liabilities | Profit (Loss) |
Jointly Controlled by Banco
Santander | | 15,258,403 | 15,146,521 | 105,066 | | 12,488,103 | 12,473,458 | 95,420 |
Banco RCI Brasil S.A. | | 11,554,928 | 11,498,628 | 56,299 | | 11,147,493 | 11,080,238 | 157,462 |
CIP S.A. | | 2,363,670 | 2,275,532 | 88,138 | | - | - | - |
Estruturadora Brasileira de Projetos S.A. - EBP | | 11,533 | 11,400 | 151 | | 11,339 | 11,476 | (136) |
Gestora de Inteligência de Crédito | | 1,164,387 | 1,209,035 | (51,482) | | 1,173,234 | 1,237,937 | (74,136) |
Santander Auto S.A. | | 163,885 | 151,926 | 11,959 | | 156,037 | 143,807 | 12,230 |
Jointly Controlled by Santander Corretora de Seguros | 3,017,126 | 2,934,273 | 82,853 | | 3,055,130 | 2,824,094 | 231,036 |
Webmotors S.A. | | 368,848 | 337,916 | 30,932 | | 342,195 | 276,743 | 65,452 |
Tecnologia Bancária S.A. - TECBAN | | 2,642,249 | 2,590,563 | 51,686 | | 2,707,571 | 2,542,515 | 165,056 |
Hyundai Corretora de Seguros | | 3,371 | 3,543 | (172) | | 3,353 | 2,921 | 431 |
PSA Corretora de Seguros e Serviços Ltda. | | 2,658 | 2,251 | 407 | | 2,011 | 1,915 | 96 |
Total | | 18,275,530 | 18,080,794 | 187,919 | | 15,543,233 | 15,297,552 | 326,455 |
(1) The Bank exercises joint control in the
entity with the other majority shareholders, through a shareholders' agreement
in which no business decision can be taken by a single shareholder.
(2) In accordance with the shareholders'
agreement, control is shared by Santander Corretora de Seguros and Carsales.com
Investments PTY LTD. (Carsales).
(3) In accordance with the shareholders'
agreement, control is shared by Santander Corretora de Seguros and PSA Services
LTD.
(4) In March 2022, the Interbank Payments
Chamber (CIP) was demutualized. The non-profit association underwent a spin-off
whose part of the equity was incorporated into a new for-profit company CIP
S.A..
| | | Investments | | | Results |
| | | 06/30/2022 | 12/31/2021 | | | 01/01 to 06/30/2022 | 01/01 to 06/30/2021 |
Jointly Controlled by Banco
Santander | | | 1,015,408 | 628,040 | | | 34,606 | 30,927 |
Banco RCI Brasil S.A. | | | 602,871 | 591,745 | | | 22,458 | 35,984 |
Estruturadora Brasileira de Projetos S.A. - EBP | | | 1,274 | 1,257 | | | 17 | (15) |
Gestora de Inteligência de Crédito | | | 11,872 | 13,522 | | | (10,013) | (7,209) |
Campo Grande Empreendimentos | | | - | 255 | | | - | - |
Santander Auto S.A. | | | 26,095 | 21,261 | | | 5,311 | 2,167 |
CIP S.A | | | 373,296 | - | | | 16,833 | - |
Jointly Controlled by Santander Corretora de Seguros | 666,771 | 593,002 | | | 31,253 | 45,598 |
Webmotors S.A. | | | 379,355 | 359,092 | | | 19,814 | 17,070 |
Tecnologia Bancária S.A. - TECBAN | | | 243,430 | 232,109 | | | 11,321 | 28,501 |
Hyundai Corretora de Seguros | | | 1,174 | 1,260 | | | (86) | 133 |
PSA Corretora de Seguros e Serviços Ltda. | | | 745 | 541 | | | 204 | (106) |
Central de Serv. de Reg e Dep. aos Mercados Financ. e de
Capitais S.A. | | | 42,067 | - | | | - | - |
Total | | | 1,682,179 | 1,221,042 | | | 65,859 | 76,525 |
The
Bank does not have guarantees granted to companies with joint control and
significant influence.
The
Bank does not have contingent liabilities with significant possible risk of
loss related to investments for companies with joint control and significant
influence.
b) Changes
Below
are the changes in the balance of this item in the semester ended on June 30,
2022 and 2021:
| | 01/01 to 06/30/2022 | | 01/01 to 06/30/2021 |
| | Joint Control | | Significant Influence | | Joint Control | | Significant Influence |
Balance at beginning of
exercise | | 1,232,646 | | - | | 1,094,985 | | - |
Change in scope of consolidation | | (11,604) | | - | | - | | - |
Adjustment to market value | | 412 | | - | | 37,471 | | - |
Add / Lower | | (255) | | - | | - | | - |
Equity in earnings of subsidiaries | | 65,859 | | - | | 76,525 | | - |
Dividends proposed / received | | (12,054) | | - | | 18,215 | | - |
Jointly Controlled Capital Increase | | 50,430 | | 356,745 | | - | | - |
Balance at end of exercise | | 1,325,434 | | 356,745 | | 1,227,196 | | - |
Total Investments | | | | 1,682,179 | | | | 1,227,196 |
c)
Impairment losses
No impairment losses were recognized on
investments in associates and joint ventures in June 30, 2022, and December 31,
2021.
d)
Other information
Details of the principal
jointly controlled entities:
·
Banco RCI Brasil S.A.:A company incorporated in the form of a joint stock company with headquarters
in Paraná, aims to the main practice of investment, leasing, credit, financing
and investment operations, with a view to sustain the growth of the automotive
brands Renault and Nissan in the Brazilian market, with operations focused on,
mainly to financing and leasing to the final consumer. It is a financial
institution that is part of the RCI Group Banque and Santander Conglomerate,
their operations being conducted in the context of a set of institutions that operate
in the financial market. According to the Shareholders' Agreement, the main
decisions that impact this company is taken jointly between Banco Santander and
other controlling shareholders.
·
Webmotors S.A.:Company incorporated as a privately held company headquartered in São Paulo and
whose corporate purpose is the preparation, implementation and/or availability
of electronic catalogs, space, services or means for the commercialization of
products and/or services related to the industry automobile industry, on the
Internet through the website www.webmotors.com.br (owned by Webmotors) or other
means related to electronic commerce activities and other uses or applications
of the Internet, as well as participation in the capital of other companies and
the business administration and related ventures. It is a member of the
Santander Economic-Financial Conglomerate (Santander Conglomerate) and
Carsales.com Investments PTY LTD (Carsales).
6.
Tangible assets
Tangible
assets of the Bank relate to property, plant and equipment for the its own use.
The Bank does not have tangible assets held as investment property nor leased
out under operating leases. The Bank is also not a part of any financial lease
contracts as of and during the semester ended June 30, 2022 and 2021.
a)
Breakdown
The detail, by class of asset, of the
tangible assets in the consolidated balance sheets is as follows:
| | Land and buildings | | Data Processing Systems
| | Furniture and equipment of use and vehicles | | Property Lease
| | Works in progress and others | | Total |
Balance as of December 31, 2021 | | 1,803,756 | | 1,690,184 | | 2,982,561 | | 2,319,424 | | (12,140) | | 8,783,785 |
Addition | | 58,444 | | 27 | | 381,035 | | 143,883 | | - | | 583,389 |
Write-off | | (8,195) | | (27,968) | | (26,407) | | (30,882) | | - | | (93,452) |
Depreciation of the period | | (45,983) | | (160,326) | | (430,370) | | (288,142) | | - | | (924,821) |
Transfers | | (61,788) | | 190,610 | | (182,567) | | - | | - | | (53,745) |
Balance as of june 30,
2022 | | 1,746,234 | | 1,692,527 | | 2,724,252 | | 2,144,283 | | (12,140) | | 8,295,156 |
| | | | | | | | | | | | |
Balance as of December 31, 2020 | | 1,888,277 | | 1,538,102 | | 3,671,674 | | 2,451,198 | | (12,140) | | 9,537,111 |
Addition | | 744 | | 768 | | 372,541 | | 139,783 | | - | | 513,836 |
Write-off | | (11,838) | | (527,836) | | (66,881) | | 3,240 | | - | | (603,315) |
Depreciation of the period | | (62,717) | | (220,074) | | (411,106) | | (274,155) | | - | | (968,052) |
Impairment / Reversal in the period | | 170 | | - | | 29,685 | | - | | - | | 29,855 |
Transfers | | 19,252 | | 773,814 | | (766,102) | | - | | 793 | | 27,757 |
Balance as of june 30, 2021 | | 1,833,888 | | 1,564,774 | | 2,829,811 | | 2,320,066 | | (11,347) | | 8,537,192 |
The depreciation expenses has been included
in the heading “Depreciation and amortization” in the income statement.
b)
Losses due to non-recovery
In
the semester ended June 30, 2022, there was no impact of an impairment expense.
c)
Tangible asset purchase commitments
In
the semester ended June 30, 2022, the Bank has 56,102 in contractual
commitments for the acquisition of tangible assets (12/31/2021 - R$58.413).
7. Intangible assets - Goodwill
Goodwill
is the difference between the acquisition cost and the Bank's participation in
the net fair value of assets, liabilities and contingent liabilities of the
acquired company. When the difference is negative (negative goodwill), it is
recognized immediately through income statement. In accordance with IFRS 3
Business Combinations, goodwill is stated at cost and is not amortized but
tested annually for impairment or whenever there is an evidence of
reduction on the recoverable value of the cash generating unit to which the
goodwill was allocated. Goodwill is recognized at cost considering the
accumulated impairment losses. Impairment losses related to goodwill are
not reversible. Gains and losses related to the sale of an entity include the
carrying amount of goodwill relating to the entity sold.
The
goodwill recorded is subject to impairment test (note 1.c.2.1.v) and has been
allocated according to the operating segments (note 15).
Based
on the assumptions described above, no impairment of goodwill was identified as
of December 31, 2021. During the second quarter of 2022, no indications of
impairment of goodwill were identified.
| | 06/30/2022 | | 12/31/2021 |
Breakdown | | | | |
Banco ABN Amro Real S.A. (Banco Real) | | 27,217,565 | | 27,217,565 |
Toro Corretora de Títulos e Valores Mobiliários Ltda. | | 160,771 | | 305,937 |
Liderança Serviços Especializados em Cobranças Ltda. | | 236,626 | | 237,663 |
Olé Consignado (current corporate name of Banco Bonsucesso
Consignado) | | 62,800 | | 62,800 |
Solution 4Fleet Consultoria Empresarial S.A. | | 32,613 | | 32,613 |
Return Capital Serviços de Recuperação de Créditos S.A.
(current corporate name of Ipanema Empreendimentos e Participações S.A.) | | 24,346 | | 24,346 |
Santander Brasil Tecnologia S.A. | | 16,381 | | 16,381 |
Paytec Tecnologia em Pagamentos Ltda. | | - | | 11,336 |
Gira - Gestão Integrada de Recebíveis do Agronegócio S.A. | | 5,271 | | 5,271 |
Banco PSA Finance Brasil S.A. | | 1,557 | | 1,557 |
Apê11 Tecnologia e Negócios Imobiliários S.A. | | 23,586 | | - |
Monetus Investimentos S.A. | | 24,850 | | - |
Mobills Labs Soluções em Tecnologia Ltda. | | 43,003 | | - |
CSD Central de Serviços de Registro e Depósito aos Mercados
Financeiro e de Capitais S.A. | | 42,135 | | |
Total | | 27,891,504 | | 27,915,469 |
| | | | |
| | | | Commercial Bank |
| | | | 12/31/2021 |
Key assumptions: | | | | |
Basis for determining the recoverable
amount | | | | |
Period of the projections of cash flows
(1) | | | | 5 years |
Perpetual growth rate | | | | 4.8% |
Discount rate (2) | | | | 12.3% |
(1) The projections of cash flow are
prepared using Management´s growth plans and internal budget, based on
historical data, market expectations and conditions such as industry growth,
interest rate and inflation.
(2)
The discount rate is calculated based on the capital asset pricing model
(CAPM). The discount rate before tax on December 31, 2021 was 18.77%.
The
impairment test was carried out throughout 2021. Goodwill is tested for
impairment at the end of each year or whenever there is any indication of
impairment. In the semester ended June 30, 2022, there was no evidence of
impairment that would lead to the need to update the test carried out in 2021
before its regular performance.
In
the goodwill impairment test, the discount and perpetuity growth rates are the
most sensitive assumptions for calculating the present value (value in use) of
discounted future cash flows. With a variation of +0.25% or -0.25% in these
rates, the value of future cash flows discounted to present value continues to
indicate the absence of impairment.
8. Intangible assets - Other intangible assets
The movement of other intangible assets in
the semester ended June 30, 2022 and 2021, was as follows:
| | Movement of: |
| | 12/31/2021 to 06/30/2022 | | 12/31/2020 to 06/30/2021 |
| | IT developments | | Other assets | | Total | | IT developments | | Other assets | | Total |
Opening Balance | | 2,723,667 | | 147,652 | | 2,871,319 | | 2,367,388 | | 38,973 | | 2,406,361 |
Addition | | 545,725 | | 55,081 | | 600,806 | | 635,935 | | 29,497 | | 665,432 |
Write-off | | (128,279) | | (678) | | (128,957) | | (469,436) | | (6,691) | | (476,127) |
Transfers | | 278,828 | | (27,288) | | 251,540 | | 465 | | (54) | | 411 |
Amortization | | (317,450) | | (14,675) | | (332,125) | | (283,991) | | (3,794) | | (287,785) |
Impairment (1) | | (10,792) | | (2,269) | | (13,061) | | - | | (2,427) | | (2,427) |
Final balance | | 3,091,699 | | 157,823 | | 3,249,522 | | 2,250,361 | | 55,504 | | 2,305,865 |
Estimated Useful Life | | 5 years | | Until 5 years | | | | 5 years | | Until 5 years | | |
(1) In
2022 and 2021, it refers to the impairment of assets in the acquisition and development
of software. The loss on the acquisition and development of software was
recorded due to the obsolescence and discontinuity of the referred systems.
Amortization
expenses were included in the item "Depreciation and amortization" in
the income statement.
9. Financial liabilities
a)
Classification by nature and category
The
classification, by nature and category for the purposes of valuation, of the
Bank's financial liabilities other than those included in “Derivatives used as
hedges”, on June 30, 2022 and December 31, 2021:
| | | | | | | | 06/30/2022 |
| | Financial Liabilities Measured At Fair Value Through Profit Or Loss Held for Trading | | Financial Liabilities Measured At Fair Value Through Profit Or Loss | | Financial Liabilities Measured at Amortized Cost | | Total |
Deposits from Brazilian Central Bank and
deposits from credit institutions | | - | | - | | 120,527,760 | | 120,527,760 |
Customer deposits | | - | | - | | 473,882,976 | | 473,882,976 |
Marketable debt securities | | - | | - | | 95,679,514 | | 95,679,514 |
Trading derivatives | | 27,336,333 | | - | | - | | 27,336,333 |
Short positions | | 13,449,658 | | - | | - | | 13,449,658 |
Debt Instruments Eligible to Compose
Capital | | - | | - | | 19,131,625 | | 19,131,625 |
Other financial liabilities | | - | | 8,829,274 | | 72,891,361 | | 81,720,635 |
Total | | 40,785,991 | | 8,829,274 | | 782,113,236 | | 831,728,501 |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | 12/31/2021 |
| | Financial Liabilities Measured At Fair Value Through Profit Or Loss Held for Trading | | Financial Liabilities Measured At Fair Value Through Profit Or Loss | | Financial Liabilities Measured at Amortized Cost | | Total |
Deposits from Brazilian Central Bank and
deposits from credit institutions | | - | | - | | 121,005,909 | | 121,005,909 |
Customer deposits | | - | | - | | 468,961,069 | | 468,961,069 |
Marketable debt securities | | - | | - | | 79,036,792 | | 79,036,792 |
Trading derivatives | | 24,172,008 | | - | | - | | 24,172,008 |
Short positions | | 12,780,559 | | - | | - | | 12,780,559 |
Debt Instruments Eligible to Compose
Capital | | - | | - | | 19,641,408 | | 19,641,408 |
Other financial liabilities | | - | | 7,459,784 | | 61,448,516 | | 68,908,300 |
Total | | 36,952,567 | | 7,459,784 | | 750,093,694 | | 794,506,045 |
b)
Breakdown and details
b.1)
Deposits from the Brazilian Central Bank and Deposits from credit institutions
| | 06/30/2022 | | 12/31/2021 |
Demand deposits (1) | | 248,973 | | 126,203 |
Time deposits (2) | | 43,305,472 | | 75,754,363 |
Repurchase agreements | | 76,973,315 | | 45,125,343 |
Of which: | | | | |
Backed operations with Private Securities (3) | | 16,855,449 | | 13,478,131 |
Backed operations with Government Securities | | 60,117,866 | | 31,647,212 |
Total | | 120,527,760 | | 121,005,909 |
(1)
Non-interest bearing accounts.
(2)
Includes operations with credit institutions resulting from export and import
financing lines, transfers from the country (BNDES and Finame) and abroad, and
other credit lines abroad.
(3)
Refers primarily to repurchase agreements backed by own-issued debentures.
b.2)
Client deposits
| | 06/30/2022 | | 12/31/2021 |
Demand deposits | | 89,244,169 | | 106,991,160 |
Current accounts (1) | | 27,879,799 | | 41,742,247 |
Savings accounts | | 61,364,370 | | 65,248,913 |
Time deposits | | 384,414,456 | | 280,955,456 |
Repurchase agreements | | 224,351 | | 81,014,453 |
Of which: | | | | |
Backed operations with Private Securities (2) | | - | | 20,103,099 |
Backed operations with Government Securities | | 224,351 | | 60,911,354 |
Total | | 473,882,976 | | 468,961,069 |
(1) Non-interest
bearing accounts.
(2) Refers primarily
to repurchase agreements backed by own-issued debentures.
b.3)
Bonds and securities
| | 06/30/2022 | | 12/31/2021 |
Real Estate Credit Notes - LCI (1) | | 26,117,877 | | 21,459,182 |
Eurobonds | | 12,897,875 | | 12,952,068 |
Treasury Bills (2) | | 33,001,142 | | 25,074,264 |
Agribusiness Credit Notes - LCA | | 19,231,705 | | 16,989,434 |
Guaranteed Real Estate Bill - LIG (3) | | 4,430,915 | | 2,561,845 |
Total | | 95,679,514 | | 79,036,792 |
(1)
Mortgage Letters of Credit are fixed income securities backed by real estate
credits and secured by mortgage or chattel mortgage on real estate. On June30, 2022, they mature between 2022 and 2028 (12/31/2021 - with maturity between
2022 and 2028).
(2)
The main characteristics of financial bills are a minimum term of two years,
minimum nominal value of R$50 and early redemption permission of only 5% of the
amount issued. On June 30,
2022, they mature between 2022 and 2031 (12/31/2021 - with maturity between
2022 and 2031).
(3)
Guaranteed Real Estate Bonds are fixed income securities backed by real estate
credits guaranteed by the issuer and by a pool of real estate credits separated
from the issuer's other assets. On June30, 2022, they mature between 2022 and 2025 (12/31/2021 - with maturity between
2022 and 2035).
The
changes in the balance of "Bonds and securities" in the semester
ended June 30, 2022 and 2021 were as follows:
| | 01/01 a 06/30/2022 | | 01/01 a 06/30/2021 |
Balance at beginning of the
semester | | 79,036,792 | | 56,875,514 |
Issues | | 38,506,347 | | 52,241,942 |
Payments | | (22,123,313) | | (47,902,641) |
Interest | | 107,740 | | 1,134,914 |
Exchange differences and other | | 151,948 | | (1,207,087) |
Balance at end of the semester | | 95,679,514 | | 61,142,641 |
The composition of
Eurobonds and other securities is as follows:
| | | | | | |
| | | | | 06/30/2022 12/31/2021 |
Eurobonds | Issuance | Maturity | Currency | Interest Rate (p,to,) | Total | Total |
Eurobonds | 2020 | 2022 | USD | 4% | - | 306,253 |
Eurobonds | 2018 | 2025 | USD | 4% | - | 117,150 |
Eurobonds | 2018 | 2025 | USD | 0% a 4.4% | 109,246 | 771,300 |
Eurobonds | 2019 | 2022 | USD | 0% a 4.4% | 65,106 | - |
Eurobonds | 2019 | 2025 | USD | 0% a 4.4% | 211,730 | 225,533 |
Eurobonds | 2019 | 2026 | USD | 4% | 10,251 | 75,716 |
Eurobonds | 2019 | 2027 | USD | 0% a 4.4% | 610,950 | 632,831 |
Eurobonds | 2020 | 2023 | USD | 0% a 4.4% | 395,362 | 455,666 |
Eurobonds | 2020 | 2024 | USD | 4% | - | - |
Eurobonds | 2020 | 2025 | USD | 0% a 4.4% | 43,787 | 46,655 |
Eurobonds | 2021 | 2022 | USD | 0% a 4.4% | 309,695 | 2,005,534 |
Eurobonds | 2021 | 2022 | USD | Até 9% | 20,875 | 41,749 |
Eurobonds | 2021 | 2022 | USD | CDI + 2.65% | 150,854 | 181,116 |
Eurobonds | 2021 | 2022 | USD | CDI+1.9% | 5,279 | 205,624 |
Eurobonds | 2021 | 2023 | USD | 0% a 4.4% | 190,072 | 408,824 |
Eurobonds | 2021 | 2023 | USD | CDI + 2.65% | 205,047 | 5,316 |
Eurobonds | 2021 | 2023 | USD | CDI+1.9% | 147,712 | 157,370 |
Eurobonds | 2021 | 2024 | USD | 0% a 4.4% | 63,925 | 246,192 |
Eurobonds | 2021 | 2025 | USD | 0% a 4.4% | 78,570 | 593,036 |
Eurobonds | 2021 | 2026 | USD | 0% a 4.4% | 802,521 | 3,890,578 |
Eurobonds | 2021 | 2026 | USD | CDI + 2.65% | 663,426 | 210,639 |
Eurobonds | 2021 | 2027 | USD | 0% a 4.4% | - | 101,029 |
Eurobonds | 2021 | 2028 | USD | Até 9% | - | 30,126 |
Eurobonds | 2021 | 2028 | USD | CDI+6.4% | - | 26,018 |
Eurobonds | 2021 | 2031 | USD | 0% a 4.4% | 2,161,792 | 2,217,811 |
Eurobonds | 2022 | 2022 | USD | 0% a 4.4% | 2,270,251 | - |
Eurobonds | 2022 | 2022 | USD | Até 9% | 60,708 | - |
Eurobonds | 2022 | 2022 | USD | CDI+1.9% | 194,351 | - |
Eurobonds | 2022 | 2023 | USD | 0% a 4.4% | 899,037 | - |
Eurobonds | 2022 | 2023 | USD | Até 9% | 9,638 | - |
Eurobonds | 2022 | 2023 | USD | CDI+1.9% | 228,291 | - |
Eurobonds | 2022 | 2024 | USD | 0% a 4.4% | 1,049,145 | - |
Eurobonds | 2022 | 2024 | USD | CDI+1.9% | 428,387 | - |
Eurobonds | 2022 | 2025 | USD | 0% a 4.4% | 136,585 | - |
Eurobonds | 2022 | 2035 | USD | CDI+1.9% | 1,375,284 | - |
Total | | | | | 12,897,874 | 12,952,068 |
b.4)
Debt Instruments Eligible to Capital
The
details of the balance of the item "Debt Instruments Eligible to
Capital" referring to the issuance of equity instruments to compose the
level I and level II of the reference equity due to the Reference Equity
Optimization Plan, are as follows:
| Issuance | | Maturity | | Issuance Value | Interest Rate (p.a.) | 06/30/2022 | | 12/31/2021 |
Tier I (1) | nov-18 | | No Maturity (Perpetual) | | $1,250 | | 7.250% | | 6,616,067 | | 7,050,080 |
Tier II (1) | nov-18 | | nov-28 | | $1,250 | | 6.125% | | 6,605,427 | | 7,038,527 |
Financial Bills - Tier I (2) | Nov-21 | | Nov-31 | | $5,300 | | CDI+2% | | 5,695,392 | | 5,351,046 |
Financial Bills - Tier I (2) | dec-21 | | dec-31 | | $200 | | CDI+2% | | 214,739 | | 201,755 |
Total | | | | | | | | | 19,131,625 | | 19,641,408 |
(1)
The issues were carried out through the Cayman Branch and there is no Income
Tax at source, and interest is paid semiannually, as of May 8, 2019.
(2)
Letras Financeiras issued in November 2021 have a redemption and repurchase option.
Notes
have the following common characteristics:
(a)Unit value of at least US$150 thousand and in integral
multiples of US$1 thousand in excess of such minimum amount;
(b)The Notes may be repurchased or redeemed by Banco Santander
after the 5th (fifth) anniversary from the date of issue of the Notes, at the
Bank's sole discretion or due to changes in the tax legislation applicable to
the Notes; or at any time, due to the occurrence of certain regulatory events.
The
variations in the balance of "Debt Instruments Eligible to Capital"
in semester ended June 30, 2022 and 2021 were as follows:
| | | | | | | | | 01/01 a 06/30/2022 | | 01/01 a 06/30/2021 |
Balance at beginning of the
period | | | | | | | | 19,641,408 | | 13,119,660 |
Interest payment Tier I (1) | | | | | | | | | 115,577 | | 236,086 |
Interest payment Tier II (1) | | | | | | | | | 98,035 | | 200,253 |
Foreign exchange variation | | | | | | | | | (285,531) | | (472,099) |
Payments of interest - Tier I | | | | | | | | | (237,347) | | (248,091) |
Payments of interest - Tier II | | | | | | | | | (200,517) | | (209,509) |
Balance at end of the period | | | | | | | | | 19,131,625 | | 12,626,300 |
(1)
Interest remuneration related to the Level I
and II Eligible Debt Instrument was recorded against the income for the period
as "Interest and Similar Expenses".
10. Provision for legal and administrative proceedings, commitments and
other provisions
a)
Breakdown
The
breakdown of the balance of “Provisions” is as follows:
| | 06/30/2022 | | 12/31/2021 |
Pension fund provisions and similar
requirements | | 1,703,745 | | 2,728,126 |
Provisions for judicial and
administrative proceedings, commitments and other provisions | | 8,722,675 | | 8,876,356 |
Judicial and administrative
proceedings under the responsibility of former controlling stockholders | | 496 | | 496 |
Judicial and administrative proceedings | | 7,761,779 | | 7,668,914 |
Of which: | | | | |
Civil | | 3,097,173 | | 3,231,004 |
Labor | | 2,087,468 | | 2,071,811 |
Tax and Social Security | | 2,577,138 | | 2,366,099 |
Provision for contingent liabilities
(Note 3 b.2) | | 722,013 | | 908,027 |
Other provisions | | 238,387 | | 298,919 |
Total | | 10,426,420 | | 11,604,482 |
b)
Tax, Social Security, Labor and Civil
Provisions
Banco
Santander and its subsidiaries are parties to legal and administrative
proceedings of a tax and social security, labor and civil nature, arising in
the normal course of their activities.
Provisions
were set up based on the nature, complexity and history of the lawsuits and on
the loss assessment of the companies' shares based on the opinions of internal
and external legal advisors. Banco Santander's policy is to fully provision the
value at risk of shares whose assessment is of probable loss. Legal obligations
of a tax and social security nature are fully recognized in the financial
statements.
Management
understands that the provisions constituted are sufficient to meet legal
obligations and possible losses arising from legal and administrative
proceedings, as follows:
b.1)
Lawsuits and Administrative Proceedings – related to Tax and Social Security
The
main lawsuits related to legal tax obligations, recorded in the "Tax
Liabilities - Current" line, fully recorded as a liability, are described
below:
PIS
and Cofins R$ 4,186,338 (12/31/2021 - R$ 4,075,496): Banco
Santander and the subsidiaries filed legal measures to avoid the application of
Law No. 9,718/1998, which modified the PIS and COFINS calculation basis so that
they were levied on all revenues of legal entities and not only on those
arising from the provision of services and sale of goods. Regarding the Banco
Santander lawsuit, on April 23, 2015, a decision was published by the Federal
Supreme Court (STF) admitting the Extraordinary Appeal filed by the Federal
Government regarding PIS and denying the follow-up to the Extraordinary Appeal
of the Federal Public Ministry regarding COFINS. Both appealed against this
decision, without any success, so that the claim referring to COFINS is
defined, prevailing the judgment of the Federal Regional Court of the 4th
Region of August 2007, favorable to Banco Santander. The payment of the PIS of
Banco Santander, as well as the enforceability of the PIS and COFINS of the
other subsidiaries, are still pending final judgment by the STF.
Main
lawsuits and administrative proceedings with probable loss risk
Banco
Santander and its subsidiaries are parties to legal and administrative
proceedings related to tax and social security disputes, which are classified,
based on the opinion of legal advisors, as a probable risk of loss.
• Provisional
Contribution on Financial Transactions (CPMF) on Customer Operations - R$ 975,412
(12/31/2021 - R$945,715): in May 2003, the Brazilian Federal Revenue Service
issued a tax assessment notice against Santander Distribuidora de Títulos e
Valores Mobiliários Ltda. (Santander DTVM) and another auto in Banco Santander
(Brasil) S.A. The subject of the case records was the collection of CPMF on
operations carried out by Santander DTVM in the management of its customers'
funds and clearing services provided by the Bank to Santander DTVM, which took
place during the years 2000, 2001 and 2002. unfavorable for both Companies. On
July 3, 2015, Banco and Santander Brasil Tecnologia S.A. (current name of
Produban Serviços de Informática S.A. and Santander DTVM) filed a lawsuit
seeking to cancel both tax debts. The aforementioned action had the judgment
and ruling unfounded, which gave rise to the filing of a Special Appeal to the
STJ and an Extraordinary Appeal to the STF, which are awaiting judgment. Based
on the assessment of the legal advisors, a provision was set up to cover the
loss considered probable in the lawsuit.
• Social
Security Contribution (INSS) – R$ 135,006 (12/31/2021 - R$53,936): Banco
Santander and the subsidiaries are discussing administratively and judicially
the collection of the social security contribution and the education salary on
various amounts that, according to the assessment of the legal advisors, do not
have a salary nature.
• Tax
on Services (ISS) - Financial Institutions - R$ 306,407 (12/31/2021 - R$283,528):
Banco Santander and its subsidiaries are administratively and judicially
discussing the requirement, by several municipalities, of payment of ISS on
various income arising from operations that are not usually classified as
services rendered. In addition, other lawsuits involving ISS, classified as
risk of possible loss (Note 10.b.4 – Risk of Possible Loss).
b.2)
Lawsuits and Administrative Proceedings of Labor
These
are lawsuits filed by Unions, Associations, the Labor Prosecutor's Office and
former employees claiming labor rights they deem due, in particular the payment
of “overtime” and other labor rights, including lawsuits related to retirement
benefits.
For
actions considered common and similar in nature, provisions are recorded based
on the historical average of the cases closed. Claims that do not meet the
above criteria are provisioned in accordance with an individual assessment
carried out, and provisions are recorded based on the probable risk of loss, on
the law and on jurisprudence in accordance with the assessment of loss carried
out by the legal advisors.
Banespa
employees. . Action distributed in 1998 by the
Banespa Retirees Association (AFABESP) requesting the payment of a semiannual
bonus provided for in the Banespa Bank regulations for approximately 8,400
former employees (retired people), according to which the payment will be made
in the event that the Bank obtains profit and the distribution of this profit
is approved by the board of directors. The bonus was not paid in 1994 and 1995
because Banespa did not make a profit during these years. Partial payments were
made from 1996 to 2000 as approved by the board of directors. The
aforementioned clause was excluded from the regulation in 2001. The Regional Labor
Court and the Superior Labor Court ordered Santander Brasil, as successor to
Banespa, to pay the semiannual bonus for the periods related to the second
semester of 1996 and semesters of 1997. On March 20, 2019, a decision by the
Federal Supreme Court (Supremo Tribunal Federal, or “STF”) rejected the
extraordinary appeal filed by Banco Santander, which did not resolve the merits
of the case. We filed a rescissory action to annul the sentence due to the
absence of legitimacy of AFABESP (second precedent No. 573.232 of the STF) or
to recognize the nullity of the TRT decision that did not summon Banco
Santander on the modifying effects of the decision on Motion for Clarification,
as well as how to suspend execution in the main process. The rescission action
was dismissed, and a Motion for Clarification was filed against this decision,
due to the absence of an explicit statement about the arguments brought by the
Bank. Regarding the Motions for Clarification, the points of omission were not
answered as required by law, which is why an Extraordinary Appeal was filed,
which was denied by the TST. The Bank filed an appeal against this decision,
which is pending admissibility, given that the decisions handed down by the
Superior Labor Court contradict an already settled position in the STF
(precedent nº 573.232), according to which the Association needs a specific
power of attorney to sue in court, and also the decision affronts
constitutional precepts about access to justice (item XXXV of article 5 of the
CF) by determining excessive collection of costs. In relation to the main
action, in August 2021, a decision was rendered that determined that the
execution should be carried out individually in the corresponding forum of each
represented and AFABESP filed an appeal, which was dismissed (dismissed).
Our
legal advisors classified the risk of loss as probable. The current decisions
of the court, nor of the court in the main proceeding, do not define a specific
amount to be paid by the substitutes, and the amounts must be determined in the
regular settlement of the sentence.
As
of June 30, 2022, the case is classified as probable loss and the provision was
constituted based on the loss estimate.
b.3)
Lawsuits and Administrative Proceedings of Civil
These
provisions generally arise from: (1) claims for a review of contractual terms
and conditions or requests for monetary adjustments, including alleged effects
of the implementation of various government economic plans, (2) claims arising
from financing contracts, ( 3) enforcement actions; and (4) claims for damages.
For civil actions considered common and similar in nature, provisions are
recorded based on the historical average of the cases closed. Claims that do
not meet the above criteria are provisioned in accordance with an individual
assessment carried out, and provisions are recorded based on the probable risk
of loss, on the law and on jurisprudence in accordance with the assessment of
loss carried out by the legal advisors.
The
main proceedings classified as probable risk of loss are described below:
Lawsuits
for Indemnity - Refers to compensation for material
and/or moral damages, referring to the consumption relationship, dealing mainly
with issues related to credit cards, direct consumer credit, current accounts,
collection and loans and other matters. In lawsuits related to causes
considered similar and usual for the business, in the normal course of the
Bank's activities, the provision is constituted based on the historical average
of the closed processes. Claims that do not meet the above criteria are
provisioned in accordance with an individual assessment carried out, and
provisions are recorded based on the probable risk of loss, on the law and on
jurisprudence in accordance with the assessment of loss carried out by the
legal advisors.
Economic
Plans – They refer to judicial discussions, which
claim alleged inflationary purges arising from Economic Plans (Bresser, Verão,
Collor I and II), as they understand that such plans violated acquired rights
related to the application of inflation rates allegedly due to Savings
Accounts, Judicial Deposits and Term Deposits (CDBs). The shares are
provisioned based on the individual assessment of loss made by the legal
advisors.
Banco
Santander is also a party to public civil actions, on the same matter, filed by
consumer protection entities, the Public Ministry or Public Defenders' Offices.
The constitution of a provision is made only for cases with probable risk,
based on the requests for individual executions. The issue is still under
analysis by the STF. There is jurisprudence in the STF favorable to Banks
regarding an economic phenomenon similar to that of savings, as in the case of
correction of time deposits (CDBs) and corrections applied to contracts
(tablita).
However,
the jurisprudence of the STF has not yet been consolidated on the
constitutionality of the norms that modified the monetary standard in Brazil.
On April 14, 2010, the Supreme Court of Justice (STJ) decided that the deadline
for filing public civil actions that discuss the purges is 5 years from the
date of the plans, but this decision has not yet become final. Thus, with this
decision, most of the actions, as they were proposed after the period of 5
years, will probably be dismissed, reducing the amounts involved. The STJ also
decided that the deadline for individual savers to qualify for Public Civil
Actions is also 5 years, counted from the date on which the respective sentence
becomes final. Banco Santander believes in the success of the theses defended
before these courts due to their content and foundation.
At the end of 2017, the Federal Attorney
General's Office (AGU), Bacen, the Consumer Defense Institute (Idec), the
Brazilian Front of Savers (Febrapo) and the Brazilian Federation of Banks
(Febraban) signed an agreement that seeks to end the legal disputes over the
Economic Plans.
Discussions focused on defining the amount
that would be paid to each author, according to the balance in the book at the
date of the plan. The total amount of payments will depend on the number of
subscriptions, and also on the number of savers who have proven in court the
existence of the account and the balance on the anniversary date of the change
in the indices. The term of agreement negotiated between the parties was
approved by the STF.
In a decision handed down by the STF, there
was a national suspension of all cases that deal with the issue for the period
of validity of the agreement, with the exception of cases in definitive
compliance with the sentence.
On March 11, 2020, the agreement was
extended through an amendment, with the inclusion of actions that only involve
the discussion of the Collor I Plan. This extension has a term of 5 years and
the ratification of the terms of the amendment took place on 03 of June 2020.
Management considers that the provisions
constituted are sufficient to cover the risks involved with the economic plans,
considering the approved agreement.
b.4)
Civil, Labor, Tax, and Security Social Liabilities Contingent Classified with
Loss Risk as Possible:
These
are legal and administrative proceedings of a tax and social security, labor
and civil nature, classified, based on the opinion of the legal advisors, as a
possible risk of loss, and therefore not provisioned. Tax lawsuits classified
as possible losses totaled R$30,420,574 in
the Consolidated, the main proceedings being as follows:
• INSS
on Profits or Results (PLR) - the Bank and the subsidiaries are involved in
legal and administrative proceedings arising from questioning by the tax
authorities, regarding the collection of social security contribution on
payments made as profit sharing. As of June 30, 2022, the amounts related to
these proceedings totaled approximately R$ 7,551,792.
•
Tax on Services (ISS) - Financial Institutions - Banco
Santander and its subsidiaries are administratively and judicially discussing
the requirement, by several municipalities, of payment of ISS on various income
arising from operations that are not usually classified as services rendered.
As of June 30, 2022, the amounts with possible risk of loss related to these
proceedings totaled approximately R$ 4,622,580.
• Unapproved
Compensation - the Bank and its affiliates are discussing administratively
and judicially with the Federal Revenue Service the non-approval of tax offsets
with credits arising from overpayments or undue payments. On June 30, 2022, the
amount was approximately R$ 5,498,575.
• Goodwill
Amortization of Banco Real - the Brazilian Federal Revenue Service issued a
tax assessment notice against the Bank to demand payments of IRPJ and CSLL,
including late payment charges, referring to the base period of 2009. The Tax
Authorities considered that the goodwill related to the acquisition of Banco
Real, amortized in the accounting prior to its incorporation, could not be
deducted by Banco Santander for tax purposes. The tax assessment notice was
duly challenged and we are currently awaiting judgment before CARF. On June 30,
2022, the amount was approximately R$ 1,502,539.
• Credit
Losses - the Bank and the subsidiaries contested the tax assessments issued
by the Brazilian Federal Revenue Service, alleging the improper deduction of
losses on credit operations from the IRPJ and CSLL calculation bases, for
allegedly not meeting the requirements of applicable laws. As of June 30, 2022,
the amount related to this discussion is approximately R$ 1,679,175.
• Use
of CSLL Tax and Negative Tax Loss - Tax assessment notices issued by the Brazilian
Federal Revenue Service in 2009 for alleged undue offsetting of tax losses and
negative basis of CSLL, as a result of tax assessments issued in previous
periods. Judgment at the administrative level is awaited. On June 30, 2022, the
amount was R$ 1,120,996.
• Goodwill
Amortization of Banco Sudameris – the tax authorities issued tax assessment
notices to demand the payments of IRPJ and CSLL, including late payment
charges, referring to the tax deduction of the amortization of the goodwill
paid in the acquisition of Banco Sudameris, referring to the base period from
2007 to 2012. Banco Santander presented the respective administrative defenses,
which were judged unfavorably. Currently, the lawsuits are awaiting judgment at
CARF. On June 30, 2022, the amount was approximately R$ 677,018.
• IRPJ
and CSLL - Capital Gain- the Brazilian Internal Revenue Service issued a
tax assessment notice against Santander Seguros (legal successor of ABN AMRO
Brasil Dois Participações S.A. (AAB Dois Par) charging income tax and social
contribution related to the 2005 fiscal year. alleges that the capital gain on
the sale of shares of Real Seguros S.A. and Real Vida e Previdência S.A by AAB
Dois Par should be taxed at a rate of 34% instead of 15%. the tax treatment
adopted in the transaction was in accordance with current tax legislation and
the capital gain was duly taxed. The administrative proceeding ended
unfavorably to the Bank. In July 2020, the Bank filed a lawsuit seeking to
cancel the debt. The lawsuit awaits judgment Banco Santander is responsible for
any adverse outcome in this process as the former parent of Zurich Santander
Brasil Seguros e Previdênci the S.A. On June 30, 2022, the amount related to
this lawsuit was approximately R$ 507,543.
Labor
claims classified as possible loss totaled R$ 196,192, excluding the lawsuits
below:
Readjustment
of Banesprev retirement complements by the IGPDI -
lawsuit filed in 2002 in the Federal Court by the Association of Retired
Employees of Banco do Estado de São Paulo requesting the readjustment of the
retirement supplement by the IGPDI for Banespa retirees who were admitted until
May 22, 1975. The sentence granted the correction but only in periods in which
no other form of readjustment was applied. The Bank and Banesprev appealed
against this decision and although the appeals have not yet been judged, the
Bank's success rate in relation to this issue in the Higher Courts is around
90%. In Provisional Execution, calculations were presented by Banco and
Banesprev with a result of “zero” due to the exclusion of participants who,
among other reasons, appear as plaintiffs in other lawsuits or have already had
some type of readjustment. The amount involved is not disclosed since there is
no list of representatives duly approved in the case file.
Liabilities
related to civil lawsuits with a possible risk of loss totaled R$ 2,559,350,
the main proceedings being as follows:
Indemnification
Action Coming from Banco Bandepe - related to the
loan agreement. After the appeal filed by the Bank with the Superior Court of
Justice was granted, the party began a new settlement of the judgment
Indemnity
Action Regarding Custody Services - provided by Banco
Santander in the initial phase and still without a sentence.
b.5)
Other Lawsuits Under the Responsibility of Former Controlling Stockholders
Refers
to civil actions, in the amounts of R$ 496 (12/31/2021 - R$496), under the
responsibility of the former controlling shareholders of acquired banks and
companies. Based on the agreements signed, these lawsuits have guarantees of
full reimbursement by the former controlling shareholders, whose respective
rights were recorded in other assets.
11. Stockholders’ equity
a)
Capital
According
to the by-laws, Banco Santander's capital stock may be increased up to the
limit of its authorized capital, regardless of statutory reform, by resolution
of the Board of Directors and through the issuance of up to 9,090,909,090 (nine
billion, ninety million, nine hundred and nine thousand and ninety) shares,
subject to the established legal limits on the number of preferred shares. Any
capital increase that exceeds this limit will require stockholders' approval.
At
the Extraordinary General Meeting held on March 31, 2021, it was approved in
the context of the partial spin-off of Santander Brasil, which resulted in the
segregation of the shares owned by it issued by Getnet Adquirência e Serviços
para Meios de Pagamentos S.A. (“Getnet”), with the transfer of the spun-off
portion to Getnet, the reduction of the share capital of Santander Brasil in
the total amount of two billion reais, without the cancellation of shares, with
the share capital of Santander Brasil passing fifty-seven billion from reais to
fifty-five billion reais.
The
capital stock, fully subscribed and paid, is divided into registered book-entry
shares with no par value.
| | | | | | | | | | | | Thousands of Shares |
| | | | | | 06/30/2022 | | | | | | 12/31/2021 |
| | Common | | Preferred | | Total | | Common | | Preferred | | Total |
Brazilian Residents | | 111,597 | | 137,252 | | 248,849 | | 109,718 | | 135,345 | | 245,063 |
Foreign Residents | | 3,707,098 | | 3,542,584 | | 7,249,682 | | 3,708,977 | | 3,544,491 | | 7,253,468 |
Total | | 3,818,695 | | 3,679,836 | | 7,498,531 | | 3,818,695 | | 3,679,836 | | 7,498,531 |
(-) Treasury Shares | | (27,776) | | (27,776) | | (55,552) | | (15,755) | | (15,755) | | (31,510) |
Total Outstanding | | 3,790,919 | | 3,652,060 | | 7,442,979 | | 3,802,940 | | 3,664,081 | | 7,467,021 |
b) Dividends
and Interest on Capital
According
to the Bank’s bylaws, stockholders are entitled to a minimum dividend
equivalent to 25% of net income for the year, adjusted according to
legislation. Preferred shares are nonvoting and nonconvertible, but have the
same rights and advantages granted to common shares, in addition to priority in
the payment of dividends at a rate that is 10% higher than those paid on common
shares, and in the capital reimbursement, without premium, in the event of
liquidation of the Bank.
Dividends
were calculated and paid in accordance with Brazilian Corporate Law.
Prior
to the Annual Shareholders' Meeting, the Board of Directors may resolve on the
declaration and payment of dividends on earned profits, based on: (i) balance
sheets or profit reserves existing in the last balance sheet or (ii) balance
sheets issued in periods of less than six months, provided that the total
dividends paid in each semester of the fiscal year does not exceed the amount
of capital reserves. These dividends are fully charged to the mandatory
dividend.
The
following distribution of dividends and interest on capital made on June 30,
2022, and December 31, 2021.
| | | | | | | | | | | | | | 06/30/2022 |
| | In Thousands | | Brazilian Real per Thousand Shares/Units |
| | of Brazilian Real | | Gross | | Net |
| | | | Common | | Preferred | | Unit | | Common | | Preferred | | Unit |
Dividends (1)(3) | | 1,300,000 | | 165.95 | | 182.55 | | 348.50 | | 165.95 | | 182.55 | | 348.50 |
Interest on Capital (1)(4) | | 1,700,000 | | 217.02 | | 238.72 | | 455.73 | | 184.46 | | 202.91 | | 387.37 |
Dividends (2)(4) | | 700,000 | | 89.45 | | 98.40 | | 187.85 | | 89.45 | | 98.40 | | 187.85 |
Interest on Capital (2)(4) | | 1,000,000 | | 127.79 | | 140.57 | | 268.36 | | 108.62 | | 119.48 | | 228.10 |
Total | | 4,700,000 | | | | | | | | | | | | |
(1) Deliberated by the Board of Directors on February 1, 2022,
paid on March 4, 2022, without any monetary restatement.
(2) Deliberated by the Board of Directors on April 14, 2022,
paid on May 16, 2022, without any monetary restatement.
(3) They were fully allocated to the mandatory minimum dividends
to be distributed by the Bank for the year 2021.
(4) They were fully allocated to the mandatory minimum dividends
to be distributed by the Bank for the year 2022.
| | | | | | | | | | | | | | 12/31/2021 |
| | In Thousands | | Brazilian Real per Thousand Shares/Units |
| | of Brazilian Real | | Gross | | Net |
| | | | Common | | Preferred | | Unit | | Common | | Preferred | | Unit |
Dividends (1)(5) | | 3,000,000 | | 382.98 | | 421.28 | | 804.26 | | 382.98 | | 421.28 | | 804.26 |
Interest on Capital (2)(5) | | 3,400,000 | | 434.04 | | 477.45 | | 911.49 | | 368.94 | | 405.83 | | 774.77 |
Dividends (3)(5) | | 3,000,000 | | 382.98 | | 421.28 | | 804.26 | | 382.98 | | 421.28 | | 804.26 |
Interest on Capital (4)(5) | | 249,000 | | 31.79 | | 34.97 | | 66.75 | | 27.02 | | 29.72 | | 56.74 |
Total | | 9,649,000 | | | | | | | | | | | | |
(1)
Deliberated by the Board of Directors on April 27, 2021, paid on June 22, 2021,
without any monetary restatement.
(2)
Deliberated by the Board of Directors on July 27, 2021, paid on September 03,
2021, without any monetary restatement.
(3)
Deliberated by the Board of Directors on October 26, 2021, paid on December 3,
2021, without any monetary restatement.
(4)
Deliberated by the Board of Directors on December 28, 2021, paid on February 3,
2022, without any monetary restatement.
(5)
They were fully attributed to the mandatory minimum dividends to be distributed
by the Bank for the year 2021.
c)
Reserves
The
reserves are allocated as follows after the deductions and statutory
provisions, from the net income:
Legal
reserve
In
accordance with Brazilian Corporate Law, 5% is transferred to the legal
reserve, until it reaches 20% of the share capital. This reserve is designed to
ensure the integrity of the capital and can only be used to offset losses or
increase capital.
Capital
reserve
The
Bank´s capital reserve consists of: goodwill reserve for subscription of shares
and other capital reserves, and can only be used to absorb losses that exceed
retained earnings and profit reserves, redemption, reimbursement or acquisition
of shares for the Bank´s own issue; capital increase, or payment of dividends
to preferred shares under certain circumstances.
Reserve
for equalization dividend
After
the allocation of dividends, the remaining balance if any, may, upon proposal
of the Executive Board and approved by the Board of Directors, be allocated to
reserve for equalization of dividends, which will be limited to 50% of the
capital. This reserve aims to ensure funds for the payment of dividends,
including as interest on own capital, or any interim payment to maintain the
flow of shareholders remuneration.
d)
Treasury shares
In
the meeting held on February 2, 2021, the Bank’s Board of Directors approved,
in continuation of the buyback program that expired on November 4, 2020, the
buyback program of its Units and ADRs, by the Bank or its agency in Cayman, to
be held in treasury or subsequently sold.
The
Buyback Program will cover the acquisition up to 36,956,402 Units, representing
36,956,402 common shares and 36,956,402 preferred shares, which, on December
31, 2020, corresponded to approximately 1% of the Bank’s share capital. On
December 31, 2022, the Bank held 355,661,814 common shares and 383,466,228
preferred shares being traded.
The
Buyback has the purpose to (1) maximize the value creation to stockholders by
means of an efficient capital structure management; and (2) enable the payment
of officers, management level employees and others Bank’s employees and
companies under its control, according to the Long-Term Incentive Plans. The
term of the Buyback Program is 18 months counted from February 3, 2021, and
will expire on August 2, 2022.
| | | | Bank/Consolidated |
| | | | Shares in Thousands |
| | 06/30/2022 | | 12/31/2021 |
| | Quantity | | Quantity |
| | Units | | Units |
Treasury Shares at Beginning
of the Period | | 15,755 | | 18,829 |
Shares Acquisitions | | 16,609 | | 91 |
Payment - Share-Based Compensation | | (4,588) | | (3,165) |
Treasury Shares at Beginning
of the Period | | 27,776 | | 15,755 |
Subtotal - Treasury Shares in Thousands
of Reais | | R$1,121,292 | | R$711,268 |
Issuance Cost in Thousands of Reais | | R$1,771 | | R$1,771 |
Balance of Treasury Shares
in Thousands of Reais | | R$1,123,063 | | R$713,039 |
| | | | |
Cost/Share Price | | Units | | Units |
Minimum Cost (*) | | R$7.55 | | R$7.55 |
Weighted Average Cost (*) | | R$27.69 | | R$33.86 |
Maximum Cost (*) | | R$49.55 | | R$49.55 |
Share Price | | R$28.81 | | R$29.98 |
(*) Considering since the beginning of operations on the stock
exchange.
12. Income Tax
The total income tax for the three-months
period can be reconciled to the accounting profit as follows:
| 01/01 to 06/30/2022 | 01/01 to 06/30/2021 |
Operating Income before Tax | 11,361,543 | 15,739,740 |
Tax (25% of Income Tax and
20% of Social Contribution) | (5,112,694) | (7,082,883) |
PIS and COFINS (net of
income tax and social contribution) (1) | (1,030,458) | (1,068,246) |
Non - Taxable/Indeductible : | | |
Equity instruments | 29,636 | 34,436 |
Goodwill | (60,661) | (491,282) |
Exchange variation - foreign operations (2) | - | (331,097) |
Interest on capital | 1,127,349 | 5,490 |
Net Indeductible Expenses of Non-Taxable
Income (3) | 893,550 | (465,342) |
Adjustments: | | |
IR/CS Constitution on temporary
differences | 33,821 | 304,714 |
CSLL Tax rate differential effect (4) | 283,407 | 447,394 |
Others Adjustments | 481,469 | 979,490 |
Income tax and Social
contribution | (3,354,581) | (7,667,326) |
Of which: | | |
Current taxes | (3,347,244) | (7,926,928) |
Deferred taxes | (7,337) | 259,602 |
(1)
PIS and COFINS are considered as components of the profit base (net of certain
revenues and expenses); therefore, and in accordance with IAS 12, are accounted
for as income taxes.
(2)
Permanent differences related to the investment in subsidiaries abroad are
considered as non-taxable / deductible (see details below).
(3)
Includes, mainly, the tax effect on revenues with judicial deposit updates and
other income and expenses that do not fall as temporary differences.
(4)
Effect of the rate differential for other non-financial and financial
corporations, which social contribution rates are 9% and 20%.
Exchange
Hedge of Grand Cayman, branch in Luxembourg
Banco
Santander operates an agency in the Cayman Islands and a branch in Luxembourg,
which are used primarily to raise funds in the capital and financial markets to
provide the Bank with credit lines that are extended to its clients for foreign
trade and working capital financing.
To
hedge the exposure to exchange rate variations, the Bank uses derivatives and
funding (economic hedge). In accordance with Brazilian tax rules, gains or
losses arising from the impact of the appreciation or depreciation of the Real
on foreign investments were not taxable, but as of January 2021, they became
taxable or deductible for PIS / Cofins / IR / CSLL purposes, while the gains or
losses of the derivatives used as hedges are taxable or deductible. The purpose
of these derivatives is to protect net income after taxes.
Law
14.031, of July 28, 2020, determines that, as of January 2021, 50% of the
foreign exchange variation of investments abroad should be computed in the
determination of the real profit and in the calculation basis of the Social
Contribution on Net Income (CSLL) of the investing legal entity domiciled in
the country. As of 2022, the exchange variation will be fully computed in the
taxable bases of the IRPJ and CSLL.
The
different tax treatment of these exchange differences results in volatility in
"Operating income before taxation" and in the "Income tax"
account. After following the effects of the operations carried out, as well as
the total effect of the foreign exchange hedge for the semester ended on June 30,
2022 and 2021.
In R$ Million | 01/01 to 06/30/2022 | 01/01 to 06/30/2021 |
Exchange differences (net) | | |
Result generated by the exchange rate
variations on the Bank's investment in the Cayman, Luxemburg | (2,500) | (1,944) |
Gains (losses) on financial
assets and liabilities | | |
Result generated by derivative contracts
used as hedge | 2,622 | 2,869 |
Income Taxes | | |
Tax effect of derivative contracts used
as hedge - PIS / COFINS | (122) | (133) |
Tax effect of derivative contracts used
as hedge - IR / CS | - | (792) |
13. Detailing of income accounts
a) Personnel
expenses
| | | 04/01 to 06/30/2022 | 04/01 to 06/30/2021 | | 01/01 to 06/30/2022 | | 01/01 to 06/30/2021 |
Salary | | | 1,450,805 | 1,386,427 | | 3,039,181 | | 2,806,634 |
Social security costs | | | 348,983 | 304,372 | | 685,957 | | 613,488 |
Benefits | | | 388,452 | 342,432 | | 771,715 | | 677,374 |
Defined benefit pension plans | | | 1,693 | 1,620 | | 2,726 | | 3,236 |
Contributions to defined contribution
pension funds | | | 29,290 | 23,209 | | 79,154 | | 83,008 |
Share-based payment costs | | | 2,428 | 7,800 | | 11,660 | | 7,403 |
Training | | | 14,319 | 11,420 | | 28,258 | | 21,999 |
Other personnel expenses | | | 99,328 | 66,455 | | 168,148 | | 135,144 |
Total | | | 2,335,298 | 2,143,735 | | 4,786,799 | | 4,348,285 |
b) Other
Administrative Expenses
| | | 04/01 to 06/30/2022 | 04/01 to 06/30/2021 | | 01/01 to 06/30/2022 | | 01/01 to 06/30/2021 |
Property, fixtures and supplies | | | 232,657 | 193,593 | | 477,179 | | 378,806 |
Technology and systems | | | 598,745 | 535,605 | | 1,236,548 | | 1,153,942 |
Advertising | | | 147,128 | 144,635 | | 263,007 | | 257,897 |
Communications | | | 134,702 | 83,655 | | 229,840 | | 151,799 |
Subsistence allowance and travel
expenses | | | (22,060) | 14,403 | | (689) | | 28,834 |
Taxes other than income tax | | | 124,622 | 32,257 | | 154,336 | | 51,515 |
Surveillance and cash courier services | | | 147,917 | 134,632 | | 287,716 | | 331,528 |
Insurance premiums | | | 3,620 | 4,739 | | 7,390 | | 9,247 |
Specialized and technical services | | | 583,986 | 513,055 | | 1,125,131 | | 1,027,617 |
Other administrative expenses | | | (45,285) | 211,697 | | 178,529 | | 467,615 |
Total | | | 1,906,032 | 1,868,272 | | 3,958,987 | | 3,858,800 |
14. Employee Benefit Plan
a) Share-based
compensation
Banco
Santander has long-term compensation programs linked to the performance of the
market price of its shares. Members of Banco Santander's Executive Board are
eligible for these plans, in addition to the participants who have been
determined by the Board of Directors, whose choice will take into account the
seniority of the group. The members of the Board of Directors only participate
in said plans when they hold positions on the Executive Board.
| | | | | | | | | | | |
Program | | Liquidity Type - Referring to the 2nd Quarter | Vesting Period | | Period of Exercise/Settlement | 01/01 a 06/30/2022 | | 01/01 a 06/30/2021 | |
Locais | | Santander Brasil Bank Shares | | 01/2019 to 12/2021 | | 2022 e 2023 | | R$40,403 | (*) | R$4,916,667 | (*) |
| | 01/2020 to 12/2022 | | 2023 | | R$4,002,000 | (*) | R$4,668,000 | (*) |
| | 01/2020 to 12/2022 | | 2023 e 2024 | | R$800,000 | (*) | R$5,666,667 | (*) |
| | 01/2021 to 06/2024 | | 2024 | | R$20,600,000 | (*) | R$9,959,600 | (*) |
| | 01/2021 to 12/2023 | | 2023 | | R$1,680,000 | (*) | R$800,000 | (*) |
| | 07/2019 to 06/2022 | | 2022 | | 111,066 | SANB11 | 123,158 | SANB11 |
| | 09/2020 to 08/2022 | | 2022 | | 309,427 | SANB11 | 467,873 | SANB11 |
| | 01/2020 to 09/2023 | | 2023 | | 204,139 | SANB11 | 279,326 | SANB11 |
| | 01/2021 to 12/2022 | | 2023 | | 139,163 | SANB11 | 238,342 | SANB11 |
| | 01/2021 to 12/2023 | | 2024 | | 343,863 | SANB11 | 327,065 | SANB11 |
| | 02/2021 to 01/2024 | | 2024 | | 24,441 | SANB11 | 39,944 | SANB11 |
| | | | 03/2022 to 03/2025 | | 2025 | | 28,257 | SANB11 | - | SANB11 |
Global | | Santander Spain Shares and Options | | 2023 | | | | 159,253 | SAN (**) | 318,478 | SAN(**) |
| | 2023, with a limit for exercising the options until 2030 | | 832,569 | Options without SAN (**) | 1,664,983 | Options without SAN (**) |
| | 02/2024 | | | | 124,184 | SAN (**) | 142,215 | SAN (**) |
| | 02/2024, with a limit for exercising the options until 02/2029 | | 370,477 | Options without SAN (**) | 424,268 | Options without SAN (**) |
| | 2025 | | | | 150,703 | SAN (**) | - | SAN (**) |
| | 2025, with a limit for exercising the options until 2030 | | | | 578,713 | Options without SAN (**) | - | Options without SAN (**) |
Balance
of Plans on June 30, 2022 | | | | | | R$27,122,403 | (*) | R$26,010,933 | (*) |
| | | | | 1,160,356 | SANB11 | R$1,475,708 | SANB11 |
| | | | | 434,140 | SAN | R$460,693 | SAN |
| | | | | 1,781,759 | Options without SAN (**) | R$2,089,251 | Options without SAN (**) |
(*)
Target of the plan in Reais, to be converted into SANB11 shares according to
the achievement of the plan's performance indicators at the end of the vesting
period, at the price of the last 15 trading sessions of the month immediately
prior to the grant.
(**)
Target of the plan in shares and SAN options, to be paid in cash at the end of
the vesting period, according to the achievement of the plan's performance
indicators.
Our
long-term programs are divided into Local and Global plans, with specific
performance indicators and the condition of maintaining the participant's
employment relationship until the date of payment to be entitled to receive.
Global
ILP Plans
We
currently have 2 global plans launched in 2019 and 2020. Eligible executives
had an incentive target set in reais. The payment in accordance with the
fulfillment of the performance indicators will be calculated in shares and
options of Grupo Santander (SAN), after a deferral period of three years, with
equivalent settlement in reais.
Pricing
Model
The
pricing model is based on the Local Volatility model or Dupire model, which
allows the simultaneous calibration of all listed European options. In addition
to this model, there is an extension to deal with uncertainty in dividends,
where part of the dividend value is considered confirmed, and the rest is
linked to the performance of the underlying. This extended model is integrated
into a PDE engine, which numerically solves the corresponding stochastic
differential equation to calculate the expected value of the product.
Data
and assumptions used in the pricing model, including weighted average share
price, exercise price, expected volatility, option life, expected dividends,
and risk-free interest rate
•
The weighted average share price (and exercise price) is €3,104
based on the 15-day weighted average between 07/01/2022 and 01/27/2022
•
The expected volatility used was 33.80
•
Options expire on 02/01/2030
•
Expected dividends range from approximately 6.6 cents in the short
term (2022) to approximately 5.75 cents per share per year in the long term
(2030)
•
The discount curve used gives a discount of 0.96 for 2030
The
exercise price, in all cycles and if the objectives established in the
regulations are achieved, will be the market price on the exercise date.
Long-Term
Incentive Plans (ILP)
Long-term
incentive plans may be granted according to the strategy of new companies in
the group or specific businesses.
Each
plan will have a specific contract and its calculation and payment must be
approved by the established governance, observing local and global normative
resolutions.
The
reference value of each participant will be converted into SANB11 shares,
normally at the price of the last 15 trading sessions of the month immediately
preceding the plan's payment.
At
the end of the vesting period, payment either for the resulting shares in the
case of local plans, or for the amount equivalent to the shares/options of the
global plans are made with a 1-year restriction, this payment is still subject
to the application of the Malus/Clawback clauses , which may reduce or cancel
the shares to be delivered in cases of non-compliance with internal rules and exposure
to excessive risks.
Impact
on Result
The
impacts on income are accounted for under Personnel Expenses, as follows:
| | | | | | | | Consolidated |
| | | | | | | | | | | 06/30/2022 | 06/30/2021 |
Program | | Liquidity Type | | | | | | | | | |
Local | | Santander Shares (Brazil) | | | | | | | 12,622 | 10,107 |
Global | | Santander Spain Shares and Options | | | | | | 1,599 | 1,958 |
b) Share-Referenced
Variable Compensation
The
long-term incentive plan (deferral) sets forth the requirements for payment of
future deferred installments of variable remuneration, considering the
long-term sustainable financial bases, including the possibility of applying
reductions or cancellations due to the risks assumed and fluctuations the cost
of capital.
The
variable remuneration plan with payment referenced in Banco Santander shares is
divided into 2 programs: (i) Identified Collective and (ii) Other Employees.
The impacts on the result are accounted for under Personnel Expenses, as
follows:
Program | | Participant | | Liquidity Type | | | 01/01 to 06/30/2022 | | 01/01 to 06/30/2021 |
Collective Identified | | Members of the Executive Committee, Statutory Officers and other executives who assume significant and responsible risks of control areas | | 50% in cash indexed to 100% of CDI and 50% in shares (Units SANB11) | | | 19,421 | | 14,212 |
Unidentified Collective | | Management-level employees and employees who are benefited by the Deferral Plan | | 50% in cash indexed to 100% of CDI and 50% in shares (Units SANB11) | | | 49,898 | | 2,789 |
15. Operating segments
According
to IFRS 8, an operating segment is a component of an entity:
(a)
That operates in activities from which it may earn income and incur expenses
(including income and expenses related to operations with other components of
the same entity);
(b)
Whose operating results are regularly reviewed by the entity's main responsible
for operating decisions related to the allocation of resources to the segment
and the assessment of its performance, and
(c)
For which separate financial information is available.
Based
on these guidelines, the Bank identified the following reportable operating
segments:
•
Commercial Bank
•
Global Wholesale Bank
The
Bank has two segments, the commercial segment which includes individuals and
legal entities (except for global corporate clients, which are treated in the
Global Wholesale Bank segment) and the Global Wholesale Bank segment, which
includes Investment Banking and Markets, including treasury and stock business
departments.
The
Bank operates in Brazil and abroad, through the Cayman and Luxembourg branch
and its subsidiary in Spain, with Brazilian customers and, therefore, does not
present geographic segmentation.
The
Income Statements and other significant data are as follows:
| | | | | | 01/01 to 06/30/2022 | | | | | | 01/01 to 06/30/2021 |
(Condensed) Income Statement | | Commercial Banking | | Global Wholesale Banking | | Total | | Commercial Banking | | Global Wholesale Banking | | Total |
NET INTEREST INCOME | | 23,167,279 | | 1,783,541 | | 24,950,820 | | 22,655,548 | | 1,554,692 | | 24,210,240 |
Income from equity instruments | | 3,200 | | 16,804 | | 20,004 | | 2,559 | | 11,630 | | 14,189 |
Equity Income | | 47,846 | | 18,013 | | 65,859 | | 59,989 | | 16,536 | | 76,525 |
Net fee and commission income | | 6,314,471 | | 1,104,971 | | 7,419,442 | | 6,710,598 | | 1,089,156 | | 7,799,754 |
Gains (losses) on financial assets and
liabilities and exchange differences (1) | (412,394) | | 1,581,430 | | 1,169,036 | | 925,350 | | 1,234,637 | | 2,159,987 |
Other operating income/(expenses) | | 15,177 | | (40,514) | | (25,337) | | (347,464) | | (99,869) | | (447,333) |
TOTAL INCOME | | 29,135,579 | | 4,464,245 | | 33,599,824 | | 30,006,580 | | 3,806,782 | | 33,813,362 |
Personnel expenses | | (4,391,373) | | (395,426) | | (4,786,799) | | (3,984,943) | | (363,342) | | (4,348,285) |
Other administrative expenses | | (3,655,983) | | (303,004) | | (3,958,987) | | (3,582,248) | | (276,552) | | (3,858,800) |
Depreciation and amortization | | (1,207,248) | | (49,698) | | (1,256,946) | | (1,210,674) | | (45,163) | | (1,255,837) |
Provisions (net) | | (892,640) | | (3,216) | | (895,856) | | (781,102) | | 13,941 | | (767,161) |
Net impairment losses on financial
assets | | (11,420,539) | | 55,605 | | (11,364,934) | | (8,085,340) | | 172,031 | | (7,913,309) |
Net impairment losses on other financial
assets | (46,879) | | (9,580) | | (56,459) | | (9,408) | | (461) | | (9,869) |
Other financial gains/(losses) | | 81,700 | | - | | 81,700 | | 79,639 | | - | | 79,639 |
OPERATING INCOME BEFORE TAX (1) | | 7,602,618 | | 3,758,925 | | 11,361,543 | | 12,432,503 | | 3,307,237 | | 15,739,740 |
Hedge Cambial (1) | | (122) | | - | | (122) | | (925) | | - | | (925) |
OPERATING INCOME BEFORE TAX (1) | | 7,602,496 | | 3,758,924 | | 11,361,420 | | 12,431,578 | | 3,307,237 | | 15,738,815 |
(1) Includes, at Banco Comercial, the foreign exchange hedge of the
dollar investment (a strategy to mitigate the tax effects and exchange rate
variation of offshore investments on net income), the result of which is
recorded in “Gains (losses) on financial assets and liabilities” fully offset
in the Tax line.
| | | | | | 06/30/2022 | | | | | | 12/31/2021 |
Other aggregates: | | Commercial Banking | | Global Wholesale Banking | | Total | | Commercial Banking | | Global Wholesale Banking | | Total |
Total assets | | 872,936,790 | | 96,914,973 | | 969,851,763 | | 838,267,118 | | 92,941,277 | | 931,208,396 |
Loans and advances to customers | | 400,487,342 | | 71,352,548 | | 471,839,890 | | 394,086,048 | | 70,757,994 | | 464,844,042 |
Customer deposits | | 335,254,211 | | 138,628,765 | | 473,882,976 | | 344,180,608 | | 124,780,461 | | 468,961,069 |
16. Related party transactions
The
parties related to the Bank are deemed to include, in addition to its
subsidiaries, associates and jointly controlled entities, the Bank’s key
management personnel and the entities over which the key management personnel
may exercise significant influence or control.
Banco
Santander has the Policy on Related Party Transactions approved by the Board of
Directors, which aim to ensure that all transactions are made on the policy
typified in view the interests of Banco Santander and its stockholders'. The
policy defines powers to approve certain transactions by the Board of
Directors. The rules laid down are also applied to all employees and directors
of Banco Santander and its subsidiaries.
The
transactions and remuneration of services with related parties are carried out
in the ordinary course of business and under commutative conditions, including
interest rates, terms and guarantees, and do not involve risks greater than
normal collection or present other disadvantages.
a)
Key-person management compensation
The
Bank's Board of Directors' Meeting held on March 25, 2022 approved, in
accordance with the favorable recommendation of the Remuneration Committee, the
proposal for the maximum global remuneration for Managers (Board of Directors
and Executive Board) for the year 2022, in the amount of up to R$504,550
covering fixed, variable and share-based compensation and other benefits. The
proposal was subject to deliberation at the Annual General Meeting (AGM) on
April 29, 2022.
i)
Long-term benefits
The
Banco Santander as well as Banco Santander Spain, as other subsidiaries of
Santander Group, have long-term compensation programs tied to their share's
performance, based on the achievement of goals.
ii)
Short-term benefits
The
following table shows the Board of Directors’ and Executive Board’s:
| | | 01/01 to 06/30/2022 | | | 01/01 to 06/30/2021 |
Fixed Compensation | | | 58,192 | | | 44,148 |
Variable Compensation - in cash | | | 86,442 | | | 55,030 |
Variable Compensation - in shares | | | 70,828 | | | 54,525 |
Others | | | 23,753 | | | 24,349 |
Total Short-Term Benefits | | | 239,215 | | | 178,053 |
Variable Compensation - in cash | | | 82,643 | | | 70,962 |
Variable Compensation - in shares | | | 87,468 | | | 73,444 |
Total Long-Term Benefits | | | 170,111 | | | 144,406 |
Total | | | 409,326 | | | 322,459 |
Additionally,
in the semester ended June 30, 2022, charges were paid on management
compensation in the amount of R$ 18,493 (06/30/2021 - R$14,915).
iii)
Termination of the contract
The
termination of the employment relationship with the administrators, in the
event of breach of obligations or by the contractor's own will, does not give
the right to any financial compensation and its benefits will be discontinued.
b) Credit
operations
The
Bank and its subsidiaries may carry out transactions with related parties, in
line with the legislation in force as set forth in articles 6 and 7 of CMN
Resolution nº 4,693/18, article 34 of Law 6,404/76 "Law of
Corporations" and the Policy for Transactions with Related Parties of
Santander published on the Investor Relations website, being considered related
parties:
(1)
its controllers, natural or
legal persons, under the terms of art. 116 of the Law of Corporations;
(2)
its directors and members of
statutory or contractual bodies;
(3)
in relation to the persons
mentioned in items (i) and (ii), their spouse, companion and relatives,
consanguineous or the like, up to the second degree;
(4)
natural persons with qualified
equity interest in their capital;
(5)
corporate entities with
qualified equity interest in their capital;
(6)
legal entities in whose
capital, directly or indirectly, a Santander Financial Institution has a
qualified shareholding;
(7)
legal entities in which a
Santander Financial Institution has effective operational control or
preponderance in the deliberations, regardless of the equity interest; and
(8)
legal entities that have a
director or member of the Board of Directors in common with a Santander
Financial Institution.
c) Shareholding
The
following table shows the direct shareholding (common and preferred shares) on June
30, 2022, and December 31, 2021:
| | | | | | | | | | | | Shares in Thousands |
| | | | | | | | | | | | 06/30/2022 |
Stockholders | | Common Shares | | Common Shares (%) | | Preferred Shares | | Preferred Shares (%) | | Total Shares | | Total Shares (%) |
Sterrebeeck B.V. (1) | | 1,809,583 | | 47.4% | | 1,733,644 | | 47.1% | | 3,543,227 | | 47.3% |
Grupo Empresarial Santander, S.L. (GES) (1) | | 1,627,891 | | 42.6% | | 1,539,863 | | 41.9% | | 3,167,754 | | 42.2% |
Banco Santander, S.A. (1) | | 2,696 | | 0.1% | | - | | 0.00% | | 2,696 | | 0.00% |
Directors (*) | | 4,786 | | 0.1% | | 4,786 | | 0.1% | | 9,572 | | 0.1% |
Others | | 345,963 | | 9.1% | | 373,767 | | 10.1% | | 719,730 | | 9.7% |
Total Outstanding | | 3,790,919 | | 99.3% | | 3,652,060 | | 99.2% | | 7,442,979 | | 99.3% |
Treasury Shares | | 27,776 | | 0.7% | | 27,776 | | 0.8% | | 55,552 | | 0.7% |
Total | | 3,818,695 | | 100.0% | | 3,679,836 | | 100.0% | | 7,498,531 | | 100.0% |
Free Float (2) | | 345,962 | | 9.1% | | 373,766 | | 10.2% | | 719,728 | | 9.6% |
| | | | | | | | | | | | |
| | | | | | | | | | | | Shares in Thousands |
| | | | | | | | | | | | 12/31/2021 |
Stockholders | | Common Shares | | Common Shares (%) | | Preferred Shares | | Preferred Shares (%) | | Total Shares | | Total Shares (%) |
Sterrebeeck B.V. (1) | | 1,809,583 | | 47.4% | | 1,733,644 | | 47.1% | | 3,543,227 | | 47.3% |
GES (1) | | 1,627,891 | | 42.6% | | 1,539,863 | | 41.9% | | 3,167,754 | | 42.2% |
Banco Santander, S.A. (1) | | 2,696 | | 0.1% | | - | | 0.00% | | 2,696 | | 0.00% |
Directors (*) | | 4,939 | | 0.1% | | 5,029 | | 0.1% | | 9,968 | | 0.1% |
Others | | 357,831 | | 9.4% | | 385,545 | | 10.5% | | 743,374 | | 9.9% |
Total Outstanding | | 3,802,940 | | 99.6% | | 3,664,081 | | 99.6% | | 7,467,021 | | 99.6% |
Treasury Shares | | 15,755 | | 0.4% | | 15,755 | | 0.4% | | 31,510 | | 0.4% |
Total | | 3,818,695 | | 100.0% | | 3,679,836 | | 100.0% | | 7,498,531 | | 100.0% |
Free Float (2) | | 357,830 | | 9.4% | | 385,544 | | 10.5% | | 743,374 | | 9.9% |
(1) Companies of the Santander Spain Group.
(2)
Composed of Employees and Others.
(*)
None of the members of the Board of Directors and Executive Board holds 1.0% or
more of any class of shares.
d)
Related-Party Transactions
Santander has a Policy for Related Party Transactions approved
by the Board of Directors, which aims to ensure that all transactions typified
by the policy to take effect in view of the interests of Banco Santander and
its stockholders. The policy defines the power to approve certain transactions
by the Board of Directors. The planned rules also apply to all employees and
officers of Banco Santander and its subsidiaries. Operations and charges for
services with related parties are carried out in the ordinary course of
business and under reciprocal conditions, including interest rates, terms and
guarantees, and do not entail greater risk than the normal collection or have
other disadvantages.
| | | | | | | | |
| Parent (1) | Joint-controlled companies and Other Related Party (2) | Key Management Personnel (3) | Total |
|
| 06/30/2022 | 12/31/2021 | 06/30/2022 | 12/31/2021 | 06/30/2022 | 12/31/2021 | 06/30/2022 | 12/31/2021 |
Assets | 1,206,454 | 895,492 | 23,008,084 | 32,119,319 | 13,324 | 19,776 | 24,227,861 | 33,034,587 |
Derivatives Measured At Fair Value
Through Profit Or Loss, Net | 743,113 | (3,043,904) | (1,385,859) | (73,209) | - | - | (642,746) | (3,117,113) |
Loans and other amounts with credit
institutions - Availability and Applications in Foreign Currency (Overnight
Applications) | 322,194 | 3,930,078 | 23,217,342 | 27,591,391 | - | - | 23,539,536 | 31,521,469 |
Loans and other values with customers | 48 | 109 | 916,566 | 3,550,601 | 21,576 | 20,034 | 938,190 | 3,570,744 |
Other Assets | 141,099 | 9,209 | 260,035 | 1,050,536 | - | - | 401,134 | 1,059,745 |
Warranties and Limits | - | - | - | - | (8,252) | (258) | (8,252) | (258) |
Liabilities | (20,162,798) | (25,832,894) | (8,894,965) | (8,844,861) | (376,929) | (821,529) | (29,434,692) | (35,499,284) |
Deposits from credit institutions | (6,837,800) | (11,178,490) | (8,411,200) | (7,866,308) | - | - | (15,249,000) | (19,044,798) |
Securities | - | - | - | - | 182,945 | (128,593) | 182,945 | (128,593) |
Customer deposits | - | - | (294,493) | (799,435) | (28,846) | (28,672) | (323,339) | (828,107) |
Other Liabilities - Dividends and
Interest on Capital Payable | - | (564,786) | 3,347 | - | - | - | 3,347 | (564,786) |
Other Liabilities | (103,504) | (1,011) | (192,619) | (179,118) | (531,028) | (664,264) | (827,151) | (844,393) |
Debt Instruments Eligible for Capital | (13,221,494) | (14,088,607) | - | - | - | - | (13,221,494) | (14,088,607) |
| | | | | | | | |
| 06/30/2022 | 06/30/2021 | 06/30/2022 | 06/30/2021 | 06/30/2022 | 06/30/2021 | 06/30/2022 | 06/30/2021 |
Income | 4,283,602 | (1,533,367) | 1,031,164 | 923,258 | (404,126) | 854 | 4,910,639 | (609,255) |
Interest and similar income - Loans and
amounts due from credit institutions | 593 | 2,111 | - | 102,196 | 986 | 1,043 | 1,579 | 105,350 |
Warranties and Limits | - | - | - | - | 12,642 | 42 | 12,642 | 42 |
Interest expense and similar charges -
Customer deposits | (38,049) | (11,232) | (163,047) | (333,365) | (417,936) | (621) | (619,032) | (345,218) |
Fee and commission income
(expense) | - | - | 1,600,322 | 1,677,840 | 197 | 184 | 1,600,519 | 1,678,024 |
Gains (losses) on financial assets and
liabilities and exchange differences (net) | 4,846,365 | (1,414,336) | (159,744) | (221,880) | 163 | 206 | 4,686,784 | (1,636,010) |
Administrative expenses and amortization | (103,483) | (109,910) | (267,878) | (292,593) | - | - | (371,361) | (402,503) |
Result on disposal of assets not
classified as non-current assets held for sale | - | - | 12,820 | - | (178) | - | 12,642 | - |
Debt Instruments Eligible for
Capital | (421,824) | - | - | - | - | - | (421,824) | - |
Other Administrative expenses - Donation | - | - | 8,691 | (8,940) | - | - | 8,691 | (8,940) |
17. Fair value
of financial assets and liabilities
Under
IFRS 13, the fair value measurement uses a fair value hierarchy that reflects
the model used in the measurement process which should be in accordance with
the following hierarchical levels:
Level
1: Determined on the basis of public
(unadjusted) quoted prices in highly active markets for identical assets and
liabilities, these include public debt securities, stocks, derivatives listed.
Level
2: They are those derived from inputs other
than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (as prices) or indirectly (derived from prices).
Level
3: They are those derived from valuation
techniques that include inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
Financial
assets and liabilities at fair value on through income statement or other
comprehensive income
Level
1: The securities with high liquidity and
quoted prices in active market are classified as level 1. At this level there
were classified most of the Brazilian Government Securities (mainly LTN, LFT,
NTN-B, NTN-C and NTN-F), shares in stock exchange and other securities traded
in the active market.
Level
2: When price quotations cannot be observed,
Management, using its own internal models, makes its best estimate of the price
that would be set by the market. These models use data based on observable
market parameters as an important reference. The best evidence of the fair
value of a financial instrument at initial recognition is the transaction
price, unless the fair value of the instrument can be derived from other market
transactions carried out with the same or similar instruments or can be
measured using a valuation technique in which the variables used include only
observable market data, particularly interest rates. These bonds and securities
are classified at level 2 of the fair value hierarchy and are composed mainly
of Government Securities (Repo, Cancelable LCI and NTN) in a less liquid market
than those classified in the level.
Level
3: When there is information that is not based
on observable market data, Banco Santander uses internally developed models,
from curves generated according to the internal model. Level 3 comprises mainly
unlisted shares.
Derivatives
Level
1: Derivatives traded on stock exchanges are
classified in Level 1 of the hierarchy.
Level
2: For derivatives traded over the counter,
the valuation (primarily swaps and options) usually uses observable market
data, such as: exchange rates, interest rates, volatility, correlation between
indexes and market liquidity.
When
pricing the financial instruments aforementioned, it is used the Black-Scholes
Model (exchange rate options, interest rate options; caps and floors) and the
present value method (discount of future values by market curves).
Level
3: Derivatives not traded in the stock
exchange and that do not have an observable data in an active market were
classified as Level 3, and these are composed by exotic derivatives.
The
following table shows a summary of the fair values of financial assets and
liabilities for the semester ended June 30, 2022, and December 31, 2021,
classified based on several measurement methods adopted by the Bank to
determine their fair value:
| | | | | | | | 06/30/2022 |
| | Level 1
| | Level 2 | | Level 3 | | Total |
Financial Assets Measured At
Fair Value Through Profit Or Loss | | 1,063,335 | | 42,421,432 | | 2,634,077 | | 46,118,844 |
Debt instruments | | 1,063,335 | | 198,045 | | 2,634,077 | | 3,895,457 |
Balances with The Brazilian Central Bank | | - | | 42,223,387 | | - | | 42,223,387 |
Financial Assets Measured At
Fair Value Through Profit Or Loss Held For Trading | | 57,426,095 | | 26,416,438 | | 771,900 | | 84,614,433 |
Debt instruments | | 54,885,288 | | 1,195,171 | | 157,170 | | 56,237,629 |
Equity instruments | | 2,540,807 | | 25,314 | | - | | 2,566,121 |
Derivatives | | - | | 25,195,953 | | 614,730 | | 25,810,683 |
Non-Trading Financial Assets
Mandatorily Measured At Fair Value Through Profit Or Loss | | - | | 381,735 | | 691,556 | | 1,073,291 |
Equity instruments | | - | | 88,532 | | 26,666 | | 115,198 |
Loans and advance to customers | | - | | 293,203 | | 664,890 | | 958,093 |
Financial Assets Measured At
Fair Value Through Other Comprehensive Income | | 66,669,670 | | 1,808,918 | | 880,036 | | 69,358,624 |
Debt instruments | | 66,669,670 | | 1,800,977 | | 851,291 | | 69,321,938 |
Equity instruments | | - | | 7,941 | | 28,745 | | 36,686 |
Hedging derivatives (assets) | | - | | 385,637 | | - | | 385,637 |
Financial Liabilities
Measured At Fair Value Through Profit Or Loss Held For Trading | | - | | 40,591,402 | | 194,589 | | 40,785,991 |
Trading derivatives | | - | | 27,141,744 | | 194,589 | | 27,336,333 |
Short positions | | - | | 13,449,658 | | - | | 13,449,658 |
Financial Liabilities
Measured At Fair Value Through Profit Or Loss | | - | | 8,829,274 | | - | | 8,829,274 |
Other financial liabilities | | - | | 8,829,274 | | - | | 8,829,274 |
Hedging derivatives (liabilities) | | - | | 117,421 | | - | | 117,420 |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | 12/31/2021 |
| | Level 1
| | Level 2 | | Level 3 | | Total |
Financial Assets Measured At
Fair Value Through Profit Or Loss | | 601,204 | | 15,736,825 | | 2,520,813 | | 18,858,842 |
Debt instruments | | 601,204 | | - | | 2,520,813 | | 3,122,017 |
Balances with The Brazilian Central Bank | | - | | 15,736,825 | | - | | 15,736,825 |
Financial Assets Measured At
Fair Value Through Profit Or Loss Held For Trading | | 49,462,429 | | 20,608,008 | | 500,228 | | 70,570,665 |
Debt instruments | | 47,582,871 | | 19,329 | | 150,395 | | 47,752,595 |
Equity instruments | | 1,879,558 | | 85,029 | | 56,023 | | 2,020,610 |
Derivatives | | - | | 20,503,650 | | 293,810 | | 20,797,460 |
Non-Trading Financial Assets
Mandatorily Measured At Fair Value Through Profit Or Loss | | - | | 420,898 | | 449,264 | | 870,162 |
Equity instruments | | - | | 98,921 | | 378,786 | | 477,707 |
Loans and advance to customers | | - | | 321,977 | | 70,478 | | 392,455 |
Financial Assets Measured At
Fair Value Through Other Comprehensive Income | | 98,977,403 | | 1,662,779 | | 601,605 | | 101,241,787 |
Debt instruments | | 98,975,973 | | 1,649,925 | | 586,702 | | 101,212,600 |
Equity instruments | | 1,430 | | 12,854 | | 14,903 | | 29,187 |
Hedging derivatives (assets) | | - | | 342,463 | | - | | 342,463 |
Financial Liabilities
Measured At Fair Value Through Profit Or Loss Held For Trading | | - | | 36,484,135 | | 468,432 | | 36,952,567 |
Trading derivatives | | - | | 23,703,576 | | 468,432 | | 24,172,008 |
Short positions | | - | | 12,780,559 | | - | | 12,780,559 |
Financial Liabilities
Measured At Fair Value Through Profit Or Loss | | - | | 7,459,784 | | - | | 7,459,784 |
Other financial liabilities | | - | | 7,459,784 | | - | | 7,459,784 |
Hedging derivatives (liabilities) | | - | | 446,973 | | - | | 446,973 |
Movements
in fair value of Level 3
The
following tables demonstrate the movements during the semester ended June 30,
2022, and 2021, for the financial assets and liabilities classified as Level 3
in the fair value hierarchy:
| | Fair Value 12/31/2021 | | Gains/ losses (Realized/Not Realized) | | Transfers to Level 3 | | Additions / Low | | Fair value 06/30/2022 |
Financial Assets Measured At Fair Value
Through Profit Or Loss | | 2,520,813 | | 105,990 | | (161,778) | | 169,052 | | 2,634,077 |
Financial Assets Measured At Fair Value
Through Profit Or Loss Held For Trading | | 462,156 | | 283,127 | | (4,379) | | 30,996 | | 771,900 |
Non-Trading Financial Assets Mandatorily
Measured At Fair Value Through Profit Or Loss | | 449,264 | | 242,291 | | 1 | | - | | 691,556 |
Financial Assets Measured At Fair Value
Through Other Comprehensive Income | | 601,604 | | 278,432 | | - | | - | | 880,036 |
Financial Liabilities Measured At Fair
Value Through Profit Or Loss Held For Trading | | 433,583 | | (88,626) | | (78,826) | | (71,542) | | 194,589 |
| | | | | | | | | | |
| | | | | | | | | | |
| | Fair Value 12/31/2020 | | Gains/ losses (Realized/Not Realized) | | Transfers to Level 3 | | Additions / Low | | Fair value 06/30/2021 |
Financial Assets Measured At Fair Value
Through Profit Or Loss | | 2,956,882 | | 227,770 | | - | | (443,168) | | 2,741,484 |
Financial Assets Measured At Fair Value
Through Profit Or Loss Held For Trading | | 817,548 | | 65,700 | | (368,776) | | 187,747 | | 702,219 |
Non-Trading Financial Assets Mandatorily
Measured At Fair Value Through Profit Or Loss | | 282,151 | | (16,657) | | - | | 27,253 | | 292,747 |
Financial Assets Measured At Fair Value
Through Other Comprehensive Income | | 1,297,021 | | (54,065) | | 7,601 | | (87,902) | | 1,162,655 |
Financial Liabilities Measured At Fair
Value Through Profit Or Loss Held For Trading | | 753,121 | | 104,345 | | (138,309) | | 72,521 | | 791,678 |
Fair
value movements linked to credit risk
Changes
in fair value attributable to changes in credit risk are determined on the basis
of changes in the prices of credit default swaps compared to similar
obligations of the same obligor when such prices are observable, since these
credit swaps better reflect the market risk assessment for a specific financial
asset. When such prices are not observable, changes in fair value attributable
to changes in credit risk are determined as the total value of changes in fair
value not attributable to changes in the underlying interest rate or other
observed market rates. In the absence of specific observable data, this
approach provides a reasonable approximation of changes attributable to credit
risk, as it estimates the margin change above the reference value that the
market may require for the financial asset.
Financial
assets and liabilities not measured at fair value
The
financial assets owned by the Bank are measured at fair value in the
accompanying consolidated balance sheets, except for loans and receivables.
Similarly,
the Bank’s financial liabilities except for financial liabilities held for
trading and those measured at fair value - are measured at amortized cost in
the consolidated balance sheets.
i)
Financial assets measured at other than fair value
Below
is a comparison of the carrying amounts of financial assets of the Bank measured
by a value other than the fair value and their respective fair values on June 30,
2022, and December 31, 2021:
| | | | | | | | | | 06/30/2022 |
Assets | | Accounting Value | | Fair Value | | Level 1 | | Level 2 | | Level 3 |
Investments in the open market - Central
Bank of Brazil | | 42,223,387 | | 42,223,387 | | 42,223,387 | | - | | - |
Loans and amounts due from credit
institutions | | 97,562,448 | | 97,562,448 | | - | | 72,543,520 | | 25,018,928 |
Loans and advances to customers | | 470,881,797 | | 466,939,385 | | - | | 281,007 | | 466,014,378 |
Debt instruments | | 88,166,235 | | 86,858,089 | | 37,763,706 | | 9,790,480 | | 39,303,903 |
Total | | 699,477,867 | | 693,583,309 | | 79,987,093 | | 82,615,007 | | 530,337,209 |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | 12/31/2021 |
Assets | | Accounting Value | | Fair Value | | Level 1 | | Level 2 | | Level 3 |
Investments in the open market - Central
Bank of Brazil | | 16,657,201 | | 16,657,201 | | 16,657,201 | | - | | - |
Loans and amounts due from credit
institutions | | 95,664,754 | | 95,664,754 | | - | | 73,308,279 | | 22,356,475 |
Loans and advances to customers | | 464,451,587 | | 460,525,749 | | - | | 6,044,808 | | 454,480,941 |
Debt instruments | | 73,125,011 | | 74,074,095 | | 28,472,612 | | 12,124,154 | | 33,477,329 |
Total | | 649,898,553 | | 646,921,799 | | 45,129,813 | | 91,477,241 | | 510,314,745 |
ii)
Financial liabilities measured at other than fair value
Following
is a comparison of the carrying amounts of Bank´s financial liabilities
measured by a value other than fair value and their respective fair values on June
30, 2022, and December 31, 2021:
| | | | | | | | | | 06/30/2022 |
Liabilities | | Accounting Value | | Fair Value | | Level 1 | | Level 2 | | Level 3 |
Financial Liabilities at
Measured Amortized Cost: | | | | | | | | | | |
Deposits of Brazil's Central Bank and
deposits of credit institutions | | 120,527,760 | | 120,527,760 | | - | | 69,482,875 | | 51,044,885 |
Customer deposits | | 473,882,976 | | 473,770,421 | | - | | 54,141,422 | | 419,628,999 |
Marketable debt securities | | 95,679,514 | | 94,614,843 | | - | | - | | 94,614,843 |
Debt instruments Eligible Capital | | 19,131,625 | | 19,131,625 | | - | | - | | 19,614,843 |
Other financial liabilities | | 72,891,361 | | 72,891,361 | | - | | - | | 72,891,361 |
Total | | 782,113,236 | | 780,936,009 | | - | | 123,624,297 | | 657,311,713 |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | 12/31/2021 |
Liabilities | | Accounting Value | | Fair Value | | Level 1 | | Level 2 | | Level 3 |
Financial Liabilities at
Measured Amortized Cost: | | | | | | | | | | |
Deposits of Brazil's Central Bank and
deposits of credit institutions | | 121,005,909 | | 121,005,909 | | - | | 26,200,162 | | 94,805,747 |
Customer deposits | | 468,961,069 | | 468,960,950 | | - | | 60,911,279 | | 408,049,671 |
Marketable debt securities | | 79,036,792 | | 79,035,644 | | - | | - | | 79,035,644 |
Debt instruments Eligible Capital | | 19,641,408 | | 19,641,408 | | - | | - | | 19,641,408 |
Other financial liabilities | | 61,448,516 | | 61,448,516 | | - | | - | | 61,448,516 |
Total | | 750,093,694 | | 750,092,427 | | - | | 87,111,441 | | 662,980,986 |
The
methods and assumptions used to estimate fair value are defined below:
Loans
and amounts due from credit institutions and from clients– Fair value are estimated for groups of loans with similar characteristics.
The fair value was measured by discounting estimated cash flow using the
average interest rate of new contracts. That is, the future cash flow of the
current loan portfolio is estimated using the contractual rates, and then the
new loans spread over the risk free interest rate are incorporated to the risk
free yield curve in order to calculate the loan portfolio fair value. In terms
of behavior assumptions, it is important to highlight that a prepayment rate is
applied to the loan portfolio, thus a more realistic future cash flow is
achieved.
Deposits
from Bacen and credit institutions and Client deposits– The fair value of deposits was calculated by discounting the difference
between the cash flows on a contractual basis and current market rates for
instruments with similar maturities. For variable-rate deposits, the carrying
amount was considered to approximates fair value.
Debt
and Subordinated Securities – The fair value of
long-term loans was estimated by cash flow discounted at the interest rate
offered on the market with similar terms and maturities.
Debt
Instruments Eligible to Capital – refer to the
transaction fully agreed with a related party, in the context of the Capital
Optimization Plan, whose book value is similar to the fair value.
Other
financial liabilities – according to the
explanatory note, substantially include amounts to be transferred as a result
of credit card operations, transactions pending settlement and dividends and
interest on equity payable, whose book value is similar to its fair value.
The valuation techniques used to estimate
each level are defined in note 1.c.2.1.i.
Management revisited the criteria assigned
to classify the fair value level of assets and liabilities measured at
amortized cost, presented exclusively for purposes of disclosure and concluded
that they best fit as level 3 in view of observable market data.
18. Other
disclosures
a) Trading and hedging derivatives
The
main risk factors associated to derivatives contracted are related to exchange
rates, interest rates and stocks. To manage these and other market risk factors
the Bank uses practices which include the measurement and follow up of the
limit´s usage previously defined on internal committees, as well as the daily
follow up of the portfolios values in risk, sensitivities and changes in the
interest rate and exchange exposure, liquidity gaps, among other practices
which allow the control and follow up on the main risk metrics that can affect
the Bank´s position in the several markets which it acts. Based on this
management model the Bank has accomplished its goal, using operations with
derivatives, in optimize the relation risk/benefits even in situation with
great volatility.
The
derivatives fair value is determined through quotation of market prices. The
swaps contracts fair value is determined using discounted cash flow modeling
techniques, reflecting suitable risk factors. The fair value of NDF and Future
contracts are also determined based on the quotation of market prices for derivatives
traded in specific chamber (i.e.. stock Exchange for example) or using the same
methodology applied for swap contracts. The fair value of options derivatives
(call and put) is determined based on the mathematical models, such as Black
& Scholes, using yield rates, implied volatilities and the fair value of
the corresponding asset. The current market prices are used to price the
volatilities. For the derivatives which do not have prices directly disclosed
by specific chamber, their fair values are obtained through pricing models
which use market information, based on disclosed prices of more liquid assets.
Interest rate curves and market volatilities are extracted from these prices to
be used as first input in these models.
I)
Summary of Derivative Financial Instruments
Below,
the composition of the portfolio of Derivative Financial Instruments (Assets
and Liabilities) by type of instrument, demonstrated by their market value:
| | 06/30/2022 | | 12/31/2021 |
| | Assets | | Liabilities | | Assets | | Liabilities |
Swap Differentials Receivable | | 12,493,109 | | 14,568,164 | | 7,641,355 | | 8,538,705 |
Option Premiums to Exercise | | 1,489,212 | | 1,974,000 | | 1,385,889 | | 2,256,244 |
Forward Contracts and Other | | 12,213,999 | | 10,911,590 | | 12,112,679 | | 13,824,032 |
Total | | 26,196,320 | | 27,453,754 | | 21,139,923 | | 24,618,981 |
II)
Derivative Financial Instruments Recorded in Offsetting and Equity Accounts
| | | | | | 06/30/2022 | | | | | | 12/31/2021 |
| | | | | | | | | | | | |
Trading | | Notional (1) | | Curve Value | | Fair Value | | Notional (1) | | Curve Value | | Fair Value |
Swap | | 906,381,801 | | (4,520,095) | | (2,075,055) | | 837,762,020 | | (1,804,744) | | (897,350) |
Asset | | 452,844,819 | | 13,063,833 | | 12,493,109 | | 418,137,448 | | 13,162,674 | | 7,641,355 |
CDI (Interbank Deposit Rates) | | 99,990,825 | | 3,422,566 | | 3,422,566 | | 66,837,268 | | 318,541 | | (778,177) |
Fixed Interest Rate - Real | | 223,630,983 | | 8,537,305 | | 8,537,305 | | 231,741,021 | | 9,269,271 | | 6,412,471 |
Indexed to Price and Interest
Rates | | 3,411,458 | | 34,289 | | 34,289 | | 2,089,110 | | - | | (234,488) |
Indexed to Foreign Currency | | 125,811,553 | | 1,069,673 | | 498,949 | | 91,837,446 | | 799,550 | | 2,003,728 |
Other | | - | | - | | - | | 25,632,603 | | 2,775,313 | | 237,822 |
Liabilities | | 453,536,982 | | (17,583,928) | | (14,568,164) | | 419,624,571 | | (14,967,418) | | (8,538,705) |
CDI (Interbank Deposit Rates) | | 77,114,036 | | (3,533,809) | | (5,200,529) | | 321,402,883 | | (4,171,481) | | (12,327,484) |
Indexed Interest Rate Fixed - Real | | 237,952,520 | | (11,095,055) | | (7,536,413) | | 48,874,762 | | (6,760,576) | | 2,467,425 |
Indexed to Price and Interest
Rates | | 10,708,223 | | (192,397) | | 24,726 | | 22,827,336 | | - | | (728,677) |
Indexed to Foreign Currency | | 127,762,203 | | (2,762,667) | | (1,855,948) | | 887,129 | | (28,407) | | 2,287,852 |
Other | | - | | - | | - | | 25,632,461 | | (4,006,955) | | (237,822) |
Options | | 717,180,328 | | (958,919) | | (484,788) | | 1,130,172,099 | | (595,345) | | (870,355) |
Purchased Position | | 383,278,428 | | 1,707,867 | | 1,489,212 | | 564,829,758 | | 1,240,879 | | 1,385,889 |
Call Option - Foreign Currency | | 21,559,532 | | 836,500 | | 848,563 | | 9,898,179 | | 271,464 | | 382,237 |
Put Option - Foreign Currency | | 15,981,344 | | 657,519 | | 503,549 | | 4,094,316 | | 140,280 | | 187,123 |
Call Option - Other | | 77,831,496 | | 77,611 | | 93,994 | | 31,248,540 | | 459,995 | | 510,976 |
Interbank Market | | 75,419,297 | | 1,090 | | 69,160 | | 28,499,055 | | 444,446 | | 495,214 |
Other (2) | | 2,412,199 | | 76,521 | | 24,834 | | 2,749,485 | | 15,549 | | 15,763 |
Put Option - Other | | 267,906,056 | | 136,237 | | 43,106 | | 519,588,723 | | 369,140 | | 305,553 |
Interbank Market | | 267,453,073 | | 102,523 | | 1,641 | | 519,588,723 | | 369,140 | | 305,553 |
Sold Position | | 333,901,900 | | (2,666,786) | | (1,974,000) | | 565,342,341 | | (1,836,224) | | (2,256,244) |
Call Option - US Dollar | | 20,044,786 | | (644,947) | | (619,801) | | 4,111,016 | | (170,553) | | (152,348) |
Put Option - US Dollar | | 17,299,115 | | (541,913) | | (464,756) | | 4,017,161 | | (348,715) | | (287,825) |
Call Option - Other | | 23,936,041 | | (1,170,949) | | (731,898) | | 33,383,234 | | (719,460) | | (872,335) |
Interbank Market | | 15,064,411 | | (254,408) | | (246,170) | | 31,730,928 | | (713,773) | | (858,586) |
Other (2) | | 8,871,630 | | (916,541) | | (485,728) | | 1,652,305 | | (5,687) | | (13,749) |
Put Option - Other | | 272,621,958 | | (308,977) | | (157,545) | | 523,830,930 | | (597,497) | | (943,736) |
Interbank Market | | 272,530,682 | | (307,545) | | (156,690) | | 523,830,930 | | (597,497) | | (943,736) |
Other (2) | | 91,276 | | (1,432) | | (855) | | - | | - | | - |
Futures Contracts | | 195,435,366 | | - | | - | | 287,984,278 | | - | | - |
Purchased Position | | 147,177,886 | | - | | - | | 148,237,279 | | - | | - |
Exchange Coupon (DDI) | | 74,656,849 | | - | | - | | 85,931,389 | | - | | - |
Interest Rates (DI1 and DIA) | | 53,515,987 | | - | | - | | 28,491,764 | | - | | - |
Foreign Currency | | 16,939,724 | | - | | - | | 33,797,350 | | - | | - |
Indexes (3) | | 1,789,219 | | - | | - | | 16,776 | | - | | - |
Treasury Bonds/Notes | | 276,107 | | - | | - | | - | | - | | - |
Sold Position | | 48,257,480 | | - | | - | | 139,746,999 | | - | | - |
Exchange Coupon (DDI) | | 15,705,129 | | - | | - | | 60,606,204 | | - | | - |
Interest Rates (DI1 and DIA) | | 18,992,828 | | - | | - | | 53,267,620 | | - | | - |
Foreign Currency | | 10,643,222 | | - | | - | | 25,678,296 | | - | | - |
Indexes (3) | | 2,916,301 | | - | | - | | 194,879 | | - | | - |
Forward Contracts and Other | | 126,688,148 | | 3,986,100 | | 1,302,410 | | 167,611,313 | | 2,836,843 | | (1,711,352) |
Purchased Position | | 86,359,303 | | 6,044,618 | | 12,214,000 | | 93,097,212 | | 5,345,415 | | 12,112,679 |
Currencies | | 80,551,888 | | 5,465,386 | | 10,211,244 | | 83,752,185 | | 2,738,485 | | 8,501,934 |
Other | | 5,807,415 | | 579,232 | | 2,002,756 | | 9,345,027 | | 2,606,930 | | 3,610,745 |
Sold Position | | 40,328,845 | | (2,058,518) | | (10,911,590) | | 74,514,101 | | (2,508,572) | | (13,824,032) |
Currencies | | 37,154,103 | | (1,198,754) | | (9,066,426) | | 71,611,500 | | (1,141,826) | | (11,932,009) |
Other | | 3,174,742 | | (859,764) | | (1,845,164) | | 2,902,602 | | (1,366,746) | | (1,892,023) |
(1) Nominal value of updated contracts.
(2) Includes options for indices, being
mainly options involving US Treasury, shares and stock indices.
(3) Includes Bovespa and S&P
indices.
III)
Derivative Financial Instruments by Counterparty, Opening by Maturity and
Trading Market
| | | | | | | | | | | | | | | | | | | | Notional |
| | | | | | | | | | By Counterparty | | | | | | By Maturity | | | | By Market Trading |
| | | | | | | | 06/30/2021 | | 12/31/2021 | | | | | | 06/30/2021 | | | | 06/30/2021 |
| | | | Related | | Financial | | | | | | Up to | | From 3 to | | Over | | Stock exchange (2) | | Over the counter (3) |
| | Customers | | Parties | | Institutions (1) | | Total | | Total | | 3 Months | | 12 Months | | 12 Months | | |
Swap | | 317,399,953 | | - | | 135,444,866 | | 452,844,819 | | 418,137,448 | | 35,852,810 | | 107,121,104 | | 309,870,905 | | 64,468,629 | | 388,376,190 |
Options | | 717,180,328 | | - | | - | | 717,180,328 | | 1,130,172,099 | | 225,196,271 | | 437,825,169 | | 54,158,888 | | 124,913,844 | | 592,266,484 |
Futures Contracts | | 195,435,365 | | - | | - | | 195,435,365 | | 287,984,278 | | 98,094,040 | | 51,225,229 | | 46,116,097 | | 195,435,365 | | - |
Forward Contracts and Other | | 118,702,644 | | 87,573 | | 7,897,931 | | 126,688,148 | | 167,611,313 | | 58,681,207 | | 48,332,752 | | 19,674,190 | | 11,931,696 | | 114,756,452 |
(1) Includes operations with B3 S.A. -
Brazil, Bolsa, Balcão (B3) and other stock and commodity exchanges as
counterparty.
(2) Includes values traded at B3.
(3) It consists of transactions that are
included in registration chambers, in accordance with Bacen regulations.
IV)
Accounting Hedge
The
effectiveness calculated for the hedge portfolio is in accordance with that
established in Circular Bacen No. 3,082 / 2002. The following accounting hedge
structures were established:
IV.I)
Market Risk Hedge
The
Bank's market risk hedge strategies consist of structures to protect against
changes in market risk, in receipts and interest payments related to recognized
assets and liabilities.
The
market risk hedge management methodology adopted by the Bank segregates
transactions by the risk factor (eg, Real / Dollar exchange rate risk, interest
rate fixed in Reais, Dollar exchange rate risk, inflation, interest rate risk,
etc.). The transactions generate exposures that are consolidated by risk factor
and compared with pre-established internal limits.
To
protect the variation of market risk in the receipt and payment of interest,
the Bank uses swap contracts and interest rate futures contracts related to
fixed-rate assets and liabilities.
The
Bank applies the market risk hedge as follows:
•
Designates Foreign Currency + Coupon swaps versus % CDI and Pre-Reais Interest
Rate or contracts Dollar futures (DOL, DDI/DI) as a derivative instrument in
Hedge Accounting structures, having as object item loan operations in foreign
currency.
•
The Bank has fixed interest rate risk generated by government bonds (NTN-F and
LTN) in the portfolio of Financial Assets available for sale. To manage this
mismatch, the entity contracts DI futures on the Exchange and designates them
as a hedging instrument in a hedge accounting structure.
•
The Bank has a risk to the IPCA index generated by debentures in the
available-for-sale securities portfolio. To manage this mismatch, the Bank
contracts IPCA futures (DAP) on the Exchange and designates them as a hedging
instrument in a Hedge Accounting structure.
• In
the second quarter of 2022, a new hedge accounting structure was implemented,
with designation as of April 1, 2022, in which the hedge relationship is to
protect up to 100% of the debts that make up the Time Deposit portfolio and
corresponding Banks called in Dollars, through the contracting of derivative
financial instruments to hedge against exchange rate risk.
In
market risk hedges, the results, both on hedge instruments and on objects
(attributable to the type of risk being protected) are recognized directly in
the income statement.
IV.II)
Cash Flow Hedge
The
Bank's cash flow hedge strategies consist of hedging exposure to changes in
cash flows, interest payments and exchange rate exposure, which are
attributable to changes in interest rates on recognized assets and liabilities
and changes exchange rates for unrecognized assets and liabilities.
The
Bank applies the cash flow hedge as follows:
• It
contracts fixed-rate asset swaps and foreign currency liabilities and
designates them as a hedge instrument in a Cash Flow Hedge structure, with the
object of foreign currency loan operations negotiated with third parties
through offshore agencies and securities Brazilian foreign debt held to
maturity.
• It
contracts Dollar futures or DDI + DI (Synthetic Dollar Futures) futures and
designates them as a protection instrument in a Cash Flow Hedge structure,
having as object item the Bank's credit portfolio in Dollars and Promissory
Notes in portfolio of bonds and securities available for sale.
•
The Bank has a post-fixed interest rate risk arising from the treasury bills
classified as available for sale, which present expected cash flows subject to
Selic variations over their duration. To manage these fluctuations, the Bank
contracts DI futures and designates them as a hedging instrument in a Cash Flow
Hedge structure.
•
The Bank has a portfolio of assets indexed to the Euro and traded at the
Offshore agency. In the transaction, the value of the asset in Euro will be
converted to Dollar at the exchange contract rate for entering the transaction.
From the conversion, the principal amount of the operation, already expressed
in dollars, will be adjusted by a floating or pre-fixed rate. The assets will
be hedged with Swap Cross Currency, in order to transfer the risk in Euro to
LIBOR + Coupon.
In
cash flow hedge, the effective portion of the variation in the value of the
hedge instrument is temporarily recognized in equity under the caption equity
valuation adjustments until the forecasted transactions occur, when that
portion is recognized in the income statement. The ineffective portion of the
variation in the value of foreign exchange hedge derivatives is recognized
directly in the income statement. As of June 30, 2022 and December 31, 2020, no
result was recorded for the ineffective portion.
| | | | 06/30/2022 | | | | 12/31/2021 |
Hedge Structure | | | | Effective Portion Accumulated | | | | Effective Portion Accumulated |
Fair Value Hedge | | | | | | | | |
Treasury bonds (LTN, NTN-F) | | | | 2,821,965 | | | | 3,756,394 |
Trade Finance Off | | | | (2,323) | | | | 728 |
Total | | | | 2,819,642 | | | | 3,757,122 |
| | | | | | | | |
Cash Flow Hedge | | | | | | | | |
Eurobonds | | | | - | | | | - |
Trade Finance Off | | | | (154,938) | | | | (236,630) |
CDB | | | | - | | | | 402,779 |
Treasury bonds (LFT) | | | | (593,039) | | | | (982,648) |
Total | | | | (747,976) | | | | (816,500) |
| | | | | | | | | | | 06/30/2022 | | | | | | | | | | | | 12/31/2021 |
Strategies | Adjustment to Value Market | | Market Value | | Notional | | Adjustment to Value Market | | Market Value | | Notional |
Fair Value Hedge | Objects (1) | | Instruments (1) | | Objects (1) | | Instruments (1) | | Objects (1) | | Instruments (1) | | Objects (1) | | Instruments (1) | | Objects (1) | | Instruments (1) | | Objects (1) | | Instruments (1) |
Swap Agreements | 58,185 | | 83,888 | | 512,122 | | 523,293 | | 453,937 | | 439,405 | | 3,175 | | (2,204) | | - | | 82,563 | | 84,937 | | 84,767 |
Hegde of Credit Operations | 58,185 | | 83,888 | | 512,122 | | 523,293 | | 453,937 | | 439,405 | | 3,175 | | (2,204) | | - | | 82,563 | | 84,937 | | 84,767 |
Futures Contracts | 244,695 | | 237,221 | | 49,892,512 | | 49,586,906 | | 49,647,818 | | 49,349,685 | | (2,031,108) | | (7,913) | | 44,320,021 | | 41,430,054 | | 46,351,129 | | 41,437,967 |
Hegde of Securities | 20,961 | | 24,873 | | 18,168,923 | | 18,150,403 | | 18,147,962 | | 18,125,530 | | (2,046,793) | | 6,527 | | 41,565,506 | | 38,593,904 | | 43,612,299 | | 38,587,378 |
Credit Operations Hedge | 87,798 | | 170,766 | | 5,408,363 | | 3,481,136 | | 5,320,564 | | 3,310,370 | | 15,685 | | (14,439) | | 2,754,515 | | 2,836,150 | | 2,738,830 | | 2,850,589 |
Funding Hedge | 135,935 | | 41,582 | | 26,315,226 | | 27,955,367 | | 26,179,291 | | 27,913,784 | | - | | - | | - | | - | | - | | - |
| | | | | | | | | | | | | | | | | | | | | | | |
Cash Flow Hedge | | | | | | | | | | | | | | | | | | | | | | | |
Futures Contracts | - | | 13,303 | | 35,711,172 | | 34,340,138 | | 35,711,172 | | 34,326,836 | | 1,630,661 | | (616,062) | | 119,760,298 | | 110,316,582 | | 128,673,067 | | 110,932,643 |
Hegde of Credit Operations | - | | 11,505 | | 2,751,875 | | 2,597,722 | | 2,751,875 | | 2,586,217 | | 1,508,397 | | (577,845) | | 30,167,942 | | 27,965,018 | | 28,659,545 | | 28,542,862 |
Hegde of Securities | - | | 1,798 | | 32,959,297 | | 31,742,417 | | 32,959,297 | | 31,740,619 | | (10,543,430) | | (26) | | 79,293,570 | | 71,320,756 | | 89,837,000 | | 71,320,781 |
Funding Hedge | - | | - | | - | | - | | - | | - | | 122,264 | | (38,191) | | 10,298,786 | | 11,030,809 | | 10,176,522 | | 11,069,000 |
| | | | | | | 06/30/2022 | | 12/31/2021 |
| Up to | | From 3 to | | Above | | | | |
Strategies | 3 Month | | 12 Months | | 12 Months | | Total | | Total |
Fair Value Hedge | | | | | | | | | |
Swap Contracts | - | | - | | 83,888 | | 83,888 | | 82,563 |
Credit Operations Hedge | - | | - | | 83,888 | | 83,888 | | 82,563 |
Futures Contracts | 35,014 | | 135,349 | | 66,859 | | 237,221 | | 41,430,054 |
Hegde of Securities | 35,014 | | 135,752 | | - | | 170,766 | | 2,836,150 |
Securities Hedge | - | | (403) | | 25,277 | | 24,873 | | 38,593,904 |
Hedge of Funding | - | | - | | 41,582 | | 41,582 | | - |
| | | | | | | | | |
Cash Flow Hedge | | | | | | | | | |
Futures Contracts | - | | 13,303 | | - | | 13,303 | | 110,316,582 |
Hegde of Securities | - | | 11,505 | | - | | 11,505 | | 27,965,018 |
Securities Hedge | - | | 1,798 | | - | | 1,798 | | 71,320,756 |
Hedge of Funding | - | | - | | - | | - | | 11,030,809 |
(*) The Bank
has cash flow hedge strategies, the objects of which are assets in its
portfolio, which is why we have shown the liability side of the respective
instruments. For structures whose instruments are futures, we show the
notional's balance, recorded in a memorandum account.
(1) Credit
amounts refer to lending operations and lending operations to passive operations.
In the Bank and Consolidated, the effect of
mark-to-market of swap contracts and future assets corresponds to a credit in
the amount of R$744,519 (12/31/2021 - R$193,793) and is recorded in equity,
shareholders' equity of tax effects, of which R$ 0 will be realized against
revenue in the next twelve months.
V)
Information on Credit Derivatives
Banco
Santander uses credit derivatives with the objectives of performing counterparty
risk management and meeting its customers' demands, performing protection
purchase and sale transactions through credit default swaps and total return
swaps, primarily related to Brazilian sovereign risk securities.
Total
Return Swaps – TRS
Credit
derivatives are where the exchange of the return of the reference obligation
occurs through a cash flow and where, in the event of a credit event, the
protection buyer is usually entitled to receive from the protection seller the
equivalent of the difference between the and the fair value (market value) of
the reference obligation on the settlement date of the contract.
Credit
Default Swaps – CDS
These
are credit derivatives where, in the event of a credit event, the protection
buyer is entitled to receive from the protection seller the equivalent of the
difference between the face value of the CDS agreement and the fair value
(market value) of the reference obligation on the settlement date of the
contract. In return, the seller receives compensation for the sale of the
protection.
Below,
the composition of the Credit Derivatives portfolio shown by its reference
value and effect in the calculation of Required Stockholders' Equity.
| | | | | | | | Notional |
| | | | 06/30/2022 | | | | 12/31/2021 |
| | Retained Risk - Total Rate of Return Swap | | Transferred Risk - Credit Swap | | Retained Risk - Total Rate of Return Swap | | Transferred Risk - Credit Swap |
Credit Swaps | | 3,739,852 | | - | | 3,984,392 | | - |
Total | | 3,739,852 | | - | | 3,984,392 | | - |
During
the period, there was no credit event related to taxable events provided for in
the contracts.
| | | | 06/30/2022 | | | | 12/31/2021 |
Maximum Potential for Future
Payments - Gross | | Over 12 Months | | Total | | Over 12 Months | | Total |
Per
Instrument: CDS | | 3,739,852 | | 3,739,852 | | 3,984,392 | | 3,984,392 |
Per Risk Classification: Below Investment
Grade | | 3,739,852 | | 3,739,852 | | 3,984,392 | | 3,984,392 |
Per Reference Entity: Brazilian
Government | | 3,739,852 | | 3,739,852 | | 3,984,392 | | 3,984,392 |
VI)
Derivative Financial Instruments - Margins Pledged as Guarantee
The
margin given in guarantee for transactions traded at B3 with own and third
party derivative financial instruments is composed of federal public
securities.
| | | | | | 06/30/2022 | | 12/31/2021 |
Financial Treasury Bill - LFT | | | | | | 16,743,524 | | 31,305,549 |
National Treasury Bill - LTN | | | | | | 2,067,868 | | 3,751,223 |
National Treasury Notes - NTN | | | | | | 23,031,422 | | 7,725,538 |
Total | | | | | | 41,842,814 | | 42,782,310 |
b) Financial instruments - Sensitivity analysis
The
risk management is focused on portfolios and risk factors pursuant to the
requirements of regulators and good international practices.
Financial
instruments are segregated into trading and Banking portfolios, as in the
management of market risk exposure, according to the best market practices and
the transaction classification and capital management criteria of the New
Standardized Approach of regulators. The trading portfolio consists of all
transactions with financial instruments and products, including derivatives,
held for trading, and the Banking portfolio consists of core business
transactions arising from the different Banco Santander business lines and
their possible hedges. Accordingly, based on the nature of Banco Santander’s
activities, the sensitivity analysis was presented for trading and Banking
portfolios.
Banco
Santander performs the sensitivity analysis of the financial instruments in
accordance with requirements of regulatory bodies and international best
practices, considering the market information and scenarios that would
adversely affect the positions and the income of the Bank.
The
table below summarizes the stress amounts generated by Banco Santander’s
corporate systems, related to the Banking and trading portfolio, for each one
of the portfolio scenarios as of June 30, 2022.
Trading Portfolio | | | | | | | | Consolidated |
Risk Factor | | Description | | Scenario 1 | | Scenario 2 | | Scenario 3 |
Interest Rate - Real | | Exposures subject to Changes in Interest Fixed Rate | | (1,808) | | (60,786) | | (121,572) |
Coupon Interest Rate | | Exposures subject to Changes in Coupon Rate of Interest Rate | (38) | | (574) | | (1,148) |
Coupon - US Dollar | | Exposures subject to Changes in Coupon US Dollar Rate | (347) | | (1,465) | | (2,930) |
Coupon - Other Currencies | | Exposures subject to Changes in Coupon Foreign Currency Rate | (255) | | (3,279) | | (6,558) |
Foreign Currency | | Exposures subject to Foreign Exchange | | (841) | | (21,027) | | (42,053) |
Eurobond/Treasury/Global | | Exposures subject to Interest Rate Variation on Papers Traded on the International Market
| (201) | | (1,516) | | (3,033) |
Inflation | | Exposures subject to Change in Coupon Rates of Price Indexes | (1,302) | | (15,357) | | (30,713) |
Shares and Indexes | | Exposures subject to Change in Shares Price | | (161) | | (4,027) | | (8,054) |
Commodities | | Exposures subject to Change in Commodity Price | | (145) | | (3,628) | | (7,257) |
Total (1) | | | | (5,098) | | (111,659) | | (223,318) |
(1) Amounts net of tax
effects.
Scenario
1: shock of +10 bps and -10 bps in the
interest curves and 1% for price changes (currencies and shares), considering
the largest losses by risk factor.
Scenario
2: shock of + 25% and -25% in all risk
factors, considering the largest losses by risk factor.
Scenario
3: shock of + 50% and -50% in all risk
factors, considering the largest losses by risk factor.
Banking Portfolio | | | | | | | | Consolidated |
Risk Factor | | Description | | Scenario 1 | | Scenario 2 | | Scenario 3 |
Interest Rate - Real | | Exposures subject to Changes in Interest Fixed Rate | | (58,043) | | (2,357,440) | | (5,003,584) |
TR and Long-Term Interest Rate - (TJLP) | Exposures subject to Change in Exchange TR and TJLP | (6,106) | | (156,547) | | (293,217) |
Inflation | | Exposures subject to Change in Coupon Rates of Price Indexes | (32,863) | | (474,732) | | (875,698) |
Coupon - US Dollar | | Exposures subject to Changes in Coupon US Dollar Rate | (11,418) | | (85,156) | | (162,192) |
Coupon - Other Currencies | | Exposures subject to Changes in Coupon Foreign Currency Rate | (198) | | (6,058) | | (12,580) |
Interest Rate Markets International | Exposures subject to Changes in Interest Rate Negotiated Roles in International Market | (31,337) | | (272,646) | | (561,308) |
Foreign Currency | | Exposures subject to Foreign Exchange | | (2,315) | | (57,864) | | (115,728) |
Total (1) | | | | (142,280) | | (3,410,442) | | (7,024,308) |
(1) Values calculated based on the
consolidated information of the institutions.
Scenario
1: shock of +10 bps and -10 bps in the
interest curves and 1% for price changes (currencies and shares), considering
the largest losses by risk factor.
Scenario
2: shock of + 25% and -25% in all risk
factors, considering the largest losses by risk factor.
Scenario
3: shock of + 50% and -50% in all risk
factors, considering the largest losses by risk factor.
c) Off-balance funds under management
Banco
Santander has under its management investment funds for which it does not hold
any substantial participation interests and does not act as principal over the
funds, and it does not own any shares of such funds. Based on the contractual
relationship governing the management of such funds, third parties who hold the
participation interests in such funds are those who are exposed to, or have
rights, to variable returns and have the ability to affect those returns
through power over the fund. Moreover, though Santander Brasil acts as fund
manager, in analyzing the fund manager’s remuneration regime, the remuneration
regime is proportionate to the service rendered, and therefore does not create
exposure of such importance to indicate that the fund manager is acting as the
principal.
The
funds managed by Banco Santander not recorded in the balance sheet are as
follows:
| | 06/30/2022 | | 12/31/2021 |
Funds under management | | 2,572,673 | | 2,770,684 |
Managed funds | | 263,217,162 | | 192,927,475 |
Total | | 265,789,835 | | 195,698,159 |
d) Third-party securities held in custody
As of June 30, 2022 and December 31, 2021,
the Bank held debt securities and premium securities in custody totaling R$
66,744,338 and R$37,998,502, respectively.
e) Pandemic Effects - COVID-19
The
Bank monitors the effects of this pandemic that affect its operations and that
could adversely affect its results. Since the beginning of the pandemic in
Brazil, Committees have been structured to monitor the effects of the spread
and its consequences, with actions to mitigate the impacts of COVID-19.
The
Bank maintains its operational activities, observing the protocols of the
Ministry of Health and other Authorities. Among the actions taken in 2022, we
highlight (a) encouraging and monitoring the vaccination rate of employees (b)
testing protocol for contacts, regardless of the presence of symptoms, and
suspected cases (c) safe return of the group with the highest risk to
face-to-face work and maintenance in a remote environment for those with
special medical conditions.
Even
with the fall of the state of public emergency and the easing of distancing
measures, the contamination rates and the severity of the cases continue to be
monitored by the Administration until there is greater technical certainty
regarding the impact of the disease at a global level.
19. Subsequent
Events
Increases
in the share capital of Aymoré Crédito, Financiamento e Investimento S.A.
On
May 23, 2022, Banco Santander (Brasil) S.A. (“Banco Santander”) subscribed for
an increase in the share capital of Aymoré Crédito, Financiamento e
Investimento S.A. (“Aymoré”) in the amount of BRL 20,000,000,000.00 (twenty
billion reais), paying in that opportunity BRL 10,000,000,000.00 (ten billion
reais), in this sense Aymoré’s capital stock became BRL 21,447,672,599.62
(twenty-one billion, four hundred and forty-seven million, six hundred and
seventy-two thousand, five hundred and ninety-nine reais and sixty-two
centavos), partially paid in. On July 7, 2022, the capital increase was
approved by the Central Bank of Brazil (“BACEN”). On July 8, 2022, Banco
Santander paid in the remaining amount of R$10,000,000,000.00 (ten billion
reais) referring to the subscription carried out on May 23, 2022. On July 8,
2022, a new capital increase with the subscription of BRL 20,000,000,000.00
(twenty billion reais) by Banco Santander, with BRL 10,000,000,000.00 (ten
billion reais) paid in immediately. After this new subscription, the share
capital of Aymoré became BRL 41,447,672,599.62 (forty-one billion, four hundred
and forty-seven million, six hundred and seventy-two thousand, five hundred and
ninety-nine reais and sixty-two cents ) partially paid in. The capital increase
approved on July 8, 2022 is pending approval by BACEN.
Determination
of Interest on Equity
The
Board of Directors, at a meeting held on August 5, 2022, approved the Executive
Board’s, ad referendum of the Annual General Meeting to be held in 2023, the
distribution of Interest on Equity, in the amount of R $1,700,000,000.00 (one
billion, seven hundred million reais) based on the balance of the Dividend
Equalization Reserve, as per the balance sheet drawn up on July 31, 2022.
Interest on Equity will be fully attributed to the mandatory dividends to be
distributed by the Company for the year 2022 and will be paid as of September
6, 2022, without any monetary restatement.
| | 01/01 to 06/30/2022 | | 01/01 to 06/30/2021 |
Interest and similar income | | 54,273,861 | | | | 33,832,789 | | |
Fee and commission income (net) | | 7,419,442 | | | | 7,799,754 | | |
Impairment losses on financial assets
(net) | | (11,364,934) | | | | (7,913,309) | | |
Other income and expense | | 342,210 | | | | 1,124,573 | | |
Interest expense and similar charges | | (29,323,041) | | | | (9,622,549) | | |
Third-party input | | (3,861,105) | | | | (3,795,805) | | |
Materials, energy and other | | (477,179) | | | | (357,457) | | |
Third-party services | | (3,142,242) | | | | (2,922,783) | | |
Impairment of assets | | (56,459) | | | | (9,869) | | |
Other | | (185,225) | | | | (505,696) | | |
Gross added value | | 17,486,433 | | | | 21,425,453 | | |
Retention | | | | | | | | |
Depreciation and amortization | | (1,256,946) | | | | (1,255,837) | | |
Added value produced | | 16,229,487 | | | | 20,169,616 | | |
Investments in affiliates and
subsidiaries | | 65,859 | | | | 76,525 | | |
Added value to distribute | | 16,295,346 | | | | 20,246,141 | | |
Added value distribution | | | | | | | | |
Employee | | 4,247,041 | | 26.1% | | 4,144,959 | | 20.5% |
Compensation | | 3,052,215 | | | | 2,814,036 | | |
Benefits | | 853,595 | | | | 763,618 | | |
FGTS | | 247,448 | | | | 453,572 | | |
Other | | 93,782 | | | | 113,733 | | |
Taxes, fees and contributions | | 4,041,338 | | 24.8% | | 8,007,419 | | 39.6% |
Federal | | 3,579,775 | | | | 7,563,685 | | |
State | | 427 | | | | 376 | | |
Municipal | | 461,136 | | | | 443,358 | | |
Compensation of third-party capital -
rental | | 5 | | 0.0% | | 21,349 | | 0.1% |
Remuneration of interest on capital | | 8,006,962 | | 49.1% | | 8,072,141 | | 39.9% |
Dividends and interest on capital | | 4,700,000 | | | | 3,000,000 | | |
Profit Reinvestment | | 3,243,497 | | | | 5,052,689 | | |
Profit (loss) attributable to
non-controlling interests | | 63,465 | | | | 19,725 | | |
Total | | 16,295,346 | | 100.0% | | 20,246,141 | | 100.0% |
Dear Stockholders:
We present the Performance Commentary to the Condensed
Individual and Consolidated Financial Statements of Banco Santander (Brasil)
S.A. (Banco Santander or Banco) for the period ended June 30, 2022, prepared in
accordance with the International Financial Reporting Standards (IFRS)
standards issued by the Accountant Standards Board (IASB), and the
interpretations issued by the IFRS Interpretations Committee (name of the
International Financial Reporting Interpretations Committee – IFRIC).
1. Macroeconomic Environment
At
the end of the second quarter of 2022, Banco Santander observed that the median
of the projections regarding the performance of the Brazilian economy indicate
a growth of the Brazilian GDP of 1.2% in 2022 compared to the expansion of 4.6%
in the previous year. The projection for 2022 is higher than that observed at
the end of the first quarter and, in the Bank's assessment, was influenced by
the recent publication that the effective result observed in that period was
beyond the market consensus - the median of the estimates indicated a
seasonally adjusted quarterly expansion of 0.5% for the first quarter of 2022.
The economic activity data released was in line with our GDP growth estimate in
the previous quarter, we estimated a growth of 1.0% and reinforced our
expectation that the Brazilian economy will grow 1.2% in 2022.
In
the last quarter, the Bank witnessed the interannual variation of the IPCA
reach 12.1%, a level above the target of 3.50% determined for 2022 and higher
than the value of 9.5% projected by Santander for the same year. The Bank
understands that this inflationary environment and its balance of risks were
the reasons for the Central Bank of Brazil to raise the basic interest rate to
11.75% p.a. to 13.25% p.a. between the end of the second quarter of 2022 and
the previous quarter. Santander believes that this approach to the Selic rate
increases the chance that inflation will converge to the targets established
within the time horizon relevant to monetary policy. In this sense, the Bank
projects that the Selic rate will reach 5.3% p.a. at the end of 2023 and 3.0%
p.a. at the end of 2024.
Regarding the behavior of the exchange rate, Banco Santander saw
the quotation of the Brazilian currency against the US dollar closing the
second quarter of 2022 at R$5.10/US$. That is, above the rate of R$4.74/US$
seen at the end of the previous quarter. This trajectory of devaluation of the
real is in line with our forecast that the exchange rate will end the year 2022
quoted at R$5.15/US$.
The performances mentioned above took place in the midst of an
international environment that the Bank considered unfavorable and which
highlighted the following themes: 1) intensification of the pace of monetary
policy adjustment in the US; 2) beginning of normalization of monetary policy
in the Euro Zone; 3) a new outbreak of COVID-19 contamination in China, causing
the re-implantation of lockdowns in important cities in the country such as
Shanghai and Beijing and; 4) an increase in the price of a barrel of oil
resulting from supply restrictions, which reinforced inflationary pressures
around the world. In the domestic environment, Santander understands that the
main themes were the following: 1) approval of tax measures to try to alleviate
inflationary pressures, which increased discomfort with the dynamics of public
accounts in the years ahead and; 2) withdrawal of potential presidential
candidates, reinforcing the polarized nature of this year's election.
2. Performance
2.1) Corporate Net Income
| | | | | | | | | | |
Consolidated Income Statements (R$ Millions) | 1S22 | 1S21 | | annual changes% | | 2Q22 | 1Q22 | | quarter changes % | |
Interest Net Income | 24,950.8 | 24,210.2 | | 3.1 | | 11,502.6 | 13,448.2 | | (14.5) | |
Income from equity instruments | 20.0 | 14.2 | | 41.0 | | 20.2 | (0.2) | | (10,202.0) | |
Income from companies accounted for by the
equity method | 65.9 | 76.5 | | (13.9) | | 43.0 | 22.9 | | 87.6 | |
Fees and Comission (net) | 7,419.4 | 7,799.8 | | (4.9) | | 3,775.1 | 3,644.3 | | 3.6 | |
Gains (losses) on financial assets and
liabilities (net) + Exchange differences (net) | 1,169.0 | 2,160.0 | | (45.9) | | 1,373.1 | (204.1) | | (772.8) | |
Other operating expense (net) | (25.3) | (447.3) | | (94.3) | | (22.0) | (3.3) | | 567.8 | |
Total Income | 33,599.8 | 33,813.4 | | (0.6) | | 16,692.1 | 16,907.7 | | (1.3) | |
Administrative expenses | (8,745.8) | (8,207.1) | | 6.6 | | (4,241.3) | (4,504.5) | | (5.8) | |
Depreciation and amortization | (1,256.9) | (1,255.8) | | 0.1 | | (652.1) | (604.8) | | 7.8 | |
Provisions (net) | (895.9) | (767.2) | | 16.8 | | (230.0) | (665.9) | | (65.5) | |
Impairment losses on financial assets and
other assets (net) | (11,421.4) | (7,923.2) | | 44.2 | | (6,299.3) | (5,122.1) | | 23.0 | |
Gains (losses) on disposal of assets not
classified as non-current assets held for sale | 8.8 | 40.5 | | (78.4) | | 12.0 | (3.2) | | (473.6) | |
Gains (losses) on non-current assets held
for sale not classified as discontinued operations | 72.9 | 39.1 | | 86.5 | | 13.1 | 59.8 | | (78.0) | |
Operating Profit Before Tax | 11,361.5 | 15,739.7 | | (27.8) | | 5,294.4 | 6,067.1 | | (12.7) | |
Income taxes | (3,354.6) | (7,667.3) | | (56.2) | | (1,106.9) | (2,247.7) | | (50.8) | |
Consolidated Net Income | 8,007.0 | 8,072.4 | | (0.8) | | 4,187.6 | 3,819.4 | | 9.6 | |
| | | | | | | | | | |
OPERATING RESULT BEFORE ADJUSTED
TAXATION | 1S22 | 1S21 | annual variation% | 2Q22 | 1Q22 | quarter changes % |
(R$ Million) |
Result before Taxation | 11,361.5 | 15,739.7 | (27.8) | 5,294.4 | 6,067.1 | (12.7) |
Income Tax and Social Contribution
(hedge) | - | (792.4) | (100.0) | - | - | - |
PIS/Cofins (hedge) | (122.5) | (133.4) | (8.2) | 179.4 | (301.9) | (159.4) |
Result before Taxation Adjusted | 11,239.0 | 14,813.9 | (24.1) | 5,473.8 | 5,765.2 | (5.1) |
| | | | | | |
INCOME TAX | 1S22 | 1S21 | annual variation% | 2Q22 | 1Q22 | quarter changes % |
(R$ Million) |
Income tax | (3,354.6) | (7,667.3) | (56.2) | (1,106.9) | (2,247.7) | (50.8) |
Income Tax and Social Contribution
(hedge) | - | 792.4 | (100.0) | - | - | - |
PIS/Cofins (hedge) | 122.5 | 133.4 | (8.2) | (179.4) | 301.9 | (159.4) |
Adjusted Income Tax | (3,232.1) | (6,741.5) | (52.1) | (1,286.3) | (1,945.8) | (33.9) |
The annualized return based on the
accounting result for the semester on average equity reached 14.9% in the first
semester of 2022, a decrease of 0.7% p.p. compared to the first half of 2021.
a) Currency Hedge of the Grand Cayman and
Luxembourg Branches
Banco
Santander operates branches in the Cayman Islands and Luxembourg, which are
mainly used to raise funds in the international capital and financial markets,
to provide the Bank with lines of credit that are extended to its customers for
trade finance. abroad and working capital. To cover the exposure to exchange
variations, the Bank uses external funding and derivative instruments. In
accordance with Brazilian tax rules, as of January 2021, 50% of the gains or
losses arising from the impact of the appreciation or devaluation of the Real
on foreign investments started to be computed in the determination of the
taxable income and in the calculation basis of the Contribution Social Security
on Net Income (CSLL) of the investing legal entity domiciled in the country,
while gains or losses from obligations and derivative instruments used as
hedging are 100% taxable or deductible. The purpose of these derivative
instruments is to protect net income after taxes. As of 2022, in compliance
with Law No. 14,031, all exchange variation began to be computed in the taxable
base of IRPJ and CSLL.
The
different tax treatment of such exchange differences results in volatility in
the operating result and in the tax expense (PIS/Cofins) and income tax
(IR/CSLL) accounts, as shown below:
Foreign Exchange Hedge of the Grand Cayman and Luxembourg Branches (R$ Million) | 1S22 | 1S21 | | annual changes% | | |
Exchange Variation - Profit From Financial
Operations | (2,500.3) | (1,944.4) | | 28.6 | | |
Derivative Financial Instruments - Profit
From Financial Operations | 2,622.8 | 2,869.3 | | (8.6) | | |
Income Tax and Social Contribution | - | (792.4) | | (100.0) | | |
PIS/Cofins | (122.5) | (133.4) | | (8.2) | | |
2.2) Assets and Liabilities
| | | | | |
Consolidated Balance Sheet (R$ Million) | Jun/22 | Dec/21 | | annual changes % | |
Cash and Balances with the Brazilian
Central Bank | 16,427.9 | 16,657.2 | | (1.4) | |
Financial Assets Measured At Fair Value
Through Profit Or Loss | 46,118.8 | 18,858.8 | | 144.5 | |
Financial Assets Measured At Fair Value
Through Profit Or Loss Held For Trading | 84,614.4 | 70,570.7 | | 19.9 | |
Non-Trading Financial Assets Mandatorily
Measured At Fair Value Through Profit Or Loss | 1,073.3 | 870.2 | | 23.3 | |
Financial Assets Measured At Fair Value
Through Other Comprehensive Income | 69,358.6 | 101,241.8 | | (31.5) | |
Financial Assets Measured At Amortized
Cost | 656,610.5 | 633,241.4 | | 3.7 | |
Hedging Derivatives | 385.6 | 342.5 | | 12.6 | |
Non-Current Assets Held For Sale | 763.2 | 816.3 | | (6.5) | |
Investments in Associates and Joint
Ventures | 1,682.2 | 1,232.6 | | 36.5 | |
Tax Assets | 44,328.9 | 41,757.3 | | 6.2 | |
Other Assets | 9,052.0 | 6,049.0 | | 49.6 | |
Tangible Asset | 8,295.2 | 8,783.8 | | (5.6) | |
Intangible Asset | 31,141.0 | 30,786.8 | | 1.2 | |
TOTAL ASSETS | 969,851.8 | 931,208.4 | | 4.1 | |
Financial Liabilities Measured At Fair
Value Through Profit Or Loss Held For Trading | 40,786.0 | 36,952.6 | | 10.4 | |
Financial Liabilities Measured At Fair
Value Through Profit Or Loss | 8,829.3 | 7,459.8 | | 18.4 | |
Financial Liabilities at Amortized Cost | 782,113.2 | 750,093.7 | | 4.3 | |
Hedge Derivatives | 117.4 | 447.0 | | (73.7) | |
Provisions | 10,426.4 | 11,604.5 | | (10.2) | |
Tax Liabilities | 8,709.4 | 8,175.0 | | 6.5 | |
Other Liabilities | 10,602.1 | 10,501.3 | | 1.0 | |
TOTAL LIABILITIES | 861,583.9 | 825,233.9 | | 4.4 | |
Shareholders' Equity Attributable to the
Controller | 107,803.5 | 105,640.1 | | 2.0 | |
Non-controlling interests | 464.4 | 334.3 | | 38.9 | |
Total Equity | 108,267.9 | 105,974.5 | | 2.2 | |
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY | 969,851.8 | 931,208.4 | | 4.1 | |
| | | | | |
2.3) Stockholders’ Equity
As
of June 30, 2022, Banco Santander's consolidated shareholders' equity increased
by 2.2% compared to December 31, 2021.
The
variation in Shareholders' Equity between June 30, 2022 and December 31, 2021
was mainly due to the positive equity valuation adjustment in employee benefit
plans in the amount of R$132 million and net of tax effects from the net income
of period in the amount of 8,007 million and with negative equity valuation of
financial assets measured at fair value through Profit and Loss-Hedge of Cash
Flow and Investment in the amount of 386 million and Financial Assets Measured
at Fair Value through Other Results Comprehensive of 407 million.
For
additional information, see note 11 to the financial statements.
2.4) Basel Index
Bacen
determines whether financial institutions manage a Reference (PR), PR Level I
and Capital Principal compatible with the risks of their activities, superior
to the minimum Requirement of Requirement of Exemption, representing the entire
amount of risk parcels. of market and operational risk.
Conforms
to the CMN Resolution No. 4,958 / 2021, the PR requirement is 11.50%, including
8.00% of the Minimum Reference of Capital, but 2.50% of the Additional of the
Conservation of Capital and 1.00% of the Additional Systemic. The PR Level I is
9.50% and the Minimum Principal is 8.00%.
Continued
with the adoption of the established regimes on the CMN Resolution nº 4,955 /
2021, the increase in the capital indices calculated on the basis of
consolidated form based on the information of the Prudenial Conglomerate, which
is defined as the Resolution on the CMN n°4,950/2021 follow:
Basel Index% | Jun/22 | Dec/21 |
Tier I Regulatory Capital | 76,350.3 | 76,969.9 |
Principal Capital | 69,626.6 | 69,919.9 |
Supplementary Capital | 6,723.7 | 7,050.1 |
Tier II Regulatory Capital | 12,659.1 | 12,591.3 |
Regulatory Capital (Tier I and
II) | 89,009.4 | 89,561.2 |
Credit Risk | 546,464.4 | 527,119.3 |
Market Risk | 20,899.8 | 15,122.2 |
Operational Risk | 59,663.3 | 58,499.8 |
Total RWA | 627,027.5 | 600,741.3 |
Basel I Ratio | 12.18 | 12.81 |
Basel Principal Capital | 11.10 | 11.64 |
Basel Regulatory Capital | 14.20 | 14.91 |
2.5) Main Subsidiaries
The
table below shows the balances of total assets, shareholders' equity, net
income and loan operations portfolio prepared in accordance with accounting
practices adopted in Brazil applicable to entities authorized to operate by
Bacen, for the semester ended June 30, 2022, of the main subsidiaries of Banco
Santander:
Subsidiaries (R$ Millions) | Total Assets | | Stockholders' Equity | | Net Income | | Loan Portfolio | | Ownership/Interest (%) |
Aymoré Crédito, Financiamento e Investimento S.A. | 69,333.3 | | 12,305.2 | | 375.4 | | 54,571.9 | | 100.00% |
Santander Leasing S.A. Arrendamento Mercantil | 15,020.1 | | 11,053.3 | | 325.2 | | 2,609.8 | | 100.00% |
Santander Corretora de Seguros, Investimento e Serviços S.A. | 11,669.8 | | 4,597.6 | | 567.1 | | - | | 100.00% |
Atual Serviços de Recuperação de Créditos e Meios Digitais
S.A. | 3,547.9 | | 3,290.4 | | 153.6 | | - | | 100.00% |
Santander Corretora de Câmbio e Valores Mobiliários S.A. | 1,257.9 | | 806.8 | | 66.9 | | - | | 100.00% |
The
financial statements of the Subsidiaries above were prepared in accordance with
the accounting practices adopted in Brazil, established by the Brazilian
Corporate Law, in conjunction with the CMN, Bacen rules and model of the
document provided for in the Accounting Plan of Cosif Institutions, of CVM , in
which they do not conflict with the rules issued by Bacen, without the
elimination of transactions with related companies.
3. Corporate Restructuring
During
the semester ended June 30, 2022 and the year ended December 31, 2021, several
corporate movements were implemented in order to reorganize the operations and
activities of the entities in accordance with Banco Santander's business plan.
For
additional information, see Note 2 to the financial statements.
4. Strategy and Rating Agencies
For
information regarding the Bank's strategy and rating at rating agencies, see
the Results Report available at www.santander.com.br/ri.
5. Corporate Governance
The
Governance structure of Banco Santander Brasil is made up of the Executive
Board and its Executive Committee made up of the Chief Executive Officer and
Executive Vice-Presidents, and by the Board of Directors and its Advisory
Committees, which are: Audit, Risks and Compliance, Sustainability,
Compensation and Appointment and Governance.
For
more information on the corporate governance practices adopted by Banco
Santander Brasil and resolutions of the Board of Directors, see the electronic
address www.santander.com.br/ri.
6. Risk Management
On
February 23, 2017, Bacen published CMN Resolution No. 4,557, which provides for
the risk and capital management structure (GIRC) coming into force in the same
year. The resolution highlights the need to implement an integrated risk and
capital management structure, definition of an integrated stress test program
and Risk Appetite Statement (RAS - Risk Appetite Statement), creation of a Risk
Committee, definition of a disclosure policy of published information,
appointment of director for risk management, director of capital and director
responsible for the information disclosure policy.
Banco
Santander takes the necessary actions on a continuous and progressive basis,
with a view to complying with the resolution. No relevant impacts arising from
this standard were identified.
For
more information, see explanatory note nº 18 of this publication.
Capital
Management
Banco
Santander's capital management structure has robust governance, which supports
the processes related to this topic and establishes the attributions of each of
the teams involved. In addition, there is a clear definition of the guidelines
that must be adopted for the effective management of capital. Further details
can be consulted in the Risk and Capital Management Structure, available on the
Investor Relations website.
Internal
Audit
Internal
Audit reports directly to the Board of Directors, with the Audit Committee
responsible for its supervision.
Internal
Audit is a permanent function, independent from any other function or unit,
whose mission is to provide the Board of Directors and senior management with
independent assurance on the quality and effectiveness of internal control,
risk management processes and systems (currently or emerging) and government,
thus helping to protect the organization's value, solvency and reputation.
Internal Audit has a quality certificate issued by the Institute of Internal
Auditors (IIA).
In
order to fulfill its functions and hedging risks inherent to Banco Santander's
activity, Internal Audit has a set of tools developed internally and which are
updated when necessary. Among them, the risk matrix stands out, used as a
planning tool, prioritizing the risk level of the auditable universe, considering,
among others, its inherent risks, the last audit rating, the degree of
compliance with the recommendations and their dimension. The work programs,
which describe the audit tests to be performed, are periodically reviewed.
The
Audit Committee and the Board of Directors favorably analyzed and approved the
Internal Audit work plan for the year 2022.
7. People
At
Santander, we continue to take care of our people. After all, they are the ones
who think, design, develop, interact and build what Santander wants to be. This
is why the Bank invests in each of its 52,993 employees here in Brazil.
On
the subject of Health, we have implemented a series of actions to promote the
well-being and physical and emotional health of our employees, especially at
this time of resumption after COVID-19, always following the guidelines of
Organs health and health bodies.
For
the development of our people, the Corporate University – the Santander
Academy, works for a strong, transversal culture, enabling everyone, online and
in person, to improve what they already know and explore new possibilities.
From mandatory certifications for certain functions to Digital Leadership
courses, the most important thing is to get out of your comfort zone and invest
in yourself by expanding your knowledge and repertoire.
Santander
supports leaders and managers so that they are close and available. This action
is based on three pillars: Feedback, Open Chat and Personalized Recognition,
ensuring alignment between everyone through recurring and frank conversations,
career guidance and special moments to reward the growth of teams.
Santander
values a diverse environment, where every skill and every difference is
valued. An example is the Affinity Group, created to promote diversity and
inclusion based on the 5 pillars: Female Leadership; Racial Equity; Disabled
people; Diversity of Education, Experiences and Generations and the LGBT+
pillar. Another good example is the Talent Show. In it, Santander opens space
to learn about the most different performances and explore the universe of
skills that exist at the Bank, allowing interaction and fraternization among
colleagues.
In
the Customer sphere, we remain focused on offering the best products and
services, in a Simple, Personal and Fair manner.
In
this context, in May we had Todos na Mesma Página, which is an initiative
created in 2021 and which takes place 3 times a year. At this meeting, we
encouraged the reading of a book and provided a debate between our CEO and the
entire organization. In this last presentation, we did in podcast format in the
debate of the book “O Poder dos Momentos”, with the participation of 26
thousand spectators in the debate and brought the provocation of how we can
create “unforgettable moments”, for our clients and our teams.
We also had our first Blood Donation
Campaign of the year in May, with excellent attendance, saving more than 6,500
lives.
8. Sustainable Development
Banco
Santander Brasil's Sustainability strategy is, based on principles of
Responsibility, to support our transformation into the best consumer company in
Brazil. For this, the focus on the client becomes even deeper and is allied to
our purpose of generating value to society in general, in the social,
environmental and governance aspects. These aspects have been deeply rooted in
our culture and business for over 20 years.
Through
this strategy, we today want to lead the transformation towards a better, more
prosperous and fair society, maintaining excellence and responsibility in
internal management, having ethical values as a base and technology at the
service of people and businesses.
We
recognize our role as a financial institution in promoting sustainable
businesses, helping our communities to thrive. We highlight some initiatives in
2Q22:
Environmental
We
enabled BRL 15.3 billion in sustainable businesses and maintained the
leadership in the bookkeeping of CBIOs, a market that we helped create in 2020
and of which we currently account for 54.8% of the market share, operating in
both the primary and secondary markets. We also launched our New Green
Entrepreneur Plan, with differentiated financing conditions for works with
environmental certification, both for Wholesale and SME customers.
In
line with our NET ZERO commitment, we achieved 80% use of renewable energy in
our administrative buildings and stores throughout Brazil, with our goal being
to reach 100% by 2025. In addition, we migrated 100% of SX and Elite cards to
recycled cards (76% of our card base).
Social
We
continue to work so that everyone has opportunities. This quarter, we joined
the Aliança pela Inclusão Productiva as founding members and launched the
Santander Chama Public Notice, a platform through which employees indicate
productive inclusion projects to receive support from the bank. At Santander
Prospera Microfinanças, we reached 791 thousand active clients and a portfolio
of R$ 2.3 billion.
In
addition, we launched an engagement mechanism through Esfera, our rewards
program, for donating drinking water through the use of loyalty points. In
April, we organized, in partnership with the Bem Maior Movement, “LEGADO”, the
largest philanthropy event in recent years in the country to reinforce the
theme among great entrepreneurs and Brazilian families, with the participation
of more than 600 people and excellent media coverage.
In the pursuit of gender equity, we reached
30.1% of women in leadership positions and 27.6% of blacks in the organization.
Our ambition is to reach 40% representation of these two groups by 2025. The
participation of women on the Board of Directors was 27% in the second quarter
of 2022.
Governance
We launched the Santander Brasil 2021 ESG
and Climate Actions Report (available at: santander.com.br/ri/relatórios),
which reinforces our commitments to shareholders, customers, employees,
suppliers and society, addressing the initiatives and results we have achieved
in the last year.
9. Independent Audit
Banco
Santander's policy, including its subsidiaries, in contracting services not
related to the audit of the Financial Statements by its independent auditors,
is based on Brazilian and international auditing standards, which preserve the
auditor's independence. This rationale provides for the following: (i) the
auditor must not audit its own work, (ii) the auditor must not perform managerial
functions for its client, (iii) the auditor must not promote the interests of
its client, and (iv) ) need for approval of any services by the Bank's Audit
Committee.
In
compliance with CVM Instruction 381/2003, Banco Santander informs that in the
six-month period ended June 30, 2022, PricewaterhouseCoopers did not provide
services unrelated to the independent audit of the Financial Statements of
Banco Santander and subsidiaries greater than 5% of the total fees related to
independent audit services.
Furthermore,
the Bank confirms that PricewaterhouseCoopers has procedures, policies and
controls in place to ensure its independence, which include the evaluation of
the work performed, covering any service other than an independent audit of the
Financial Statements of Banco Santander and its subsidiaries. This assessment
is based on the applicable regulations and accepted principles that preserve
the auditor's independence. The acceptance and provision of professional
services not related to the audit of the Financial Statements by its
independent auditors during the semester ended on June 30, 2022, did not affect
the independence and objectivity in the conduct of the external audit
examinations carried out at Banco Santander and other entities of the Group, once
the above principles have been observed.
The
Board of Directors
The
Executive Board
(Authorized
at the Board of Directors' Meeting of 07/27/2022).
Board of Directors
Sérgio Agapito Lires
Rial - President
Alberto Monteiro de Queiroz
Netto – Counselor
Angel Santodomingo
Martell – Counselor
Deborah Patricia
Wright - Counselor (independent)
Deborah Stern Vieitas -
Counselor (independent)
Jose Antonio Alvarez
Alvarez – Board Member
José de Paiva Ferreira –
Counselor
José Garcia Cantera –
Director
Marilia Artimonte Rocca -
Director (independent)
Mario Roberto Opice Leão –
Counselor
Pedro Augusto de Melo -
Director (independent)
Audit Committee
Deborah Stern Vieitas –
Coordinator
Maria Elena Cardoso
Figueira – Qualified Technical Member
Rene Luiz Grande – Member
Vania Maria da Costa
Borgerth – Member
Risk and Compliance Committee
Pedro Augusto de Melo
– Coordinator
Sérgio Agapito Lires Rial –
Member
José de Paiva Ferreira –
Member
Virginie
Genès-Petronilho – Member
Sustainability Committee
Marilia Artimonte
Rocca – Coordinator
Andrea Marques de Almeida –
Member
Álvaro Antônio Cardoso de
Souza – Member
Carlos Aguiar Neto – Member
Luiz Masagão Ribeiro Filho
– Member
Tasso Rezende de
Azevedo – Member
Nomination and Governance Committee
Sérgio Agapito Lires
Rial – Coordinator
Deborah Patricia
Wright – Member
Luiz Fernando Sanzogo Giogi
– Member
Pedro Augusto de Melo –
Member
Compensation
Committee
Deborah Patricia
Wright – Coordinator
Sérgio Agapito Lires Rial –
Member
Luiz Fernando Sanzogo Giogi
– Member
Pedro Augusto de Melo – Member
Fiscal Council *
Louise Barsi - Effective
member
Cassia Maria Matsuno
Chibante - Effective Member
José Roberto Machado Filho
- Effective member
Manoel Marcos Madureira -
Substitute Member
Luciano Faleiros Paolucci -
Substitute Member
Valmir Pedro Rossi -
Substitute Member
* The Fiscal Council
was installed at the Annual General Meeting held on April 30, 2021, and the
members were approved by the Central Bank of Brazil on July 22, 2021, the date
on which they took office in their respective positions.
Chief
Executive Officer
Mario Roberto Opice
Leão
Vice-President
Executive Officer and Investor Relations Officer
Angel Santodomingo
Martell
Vice-President
Executive Officers
Alberto Monteiro de Queiroz
Netto
Alessandro Tomao
Andrea Marques de
Almeida
Antonio Pardo de
Santayana Montes
Ede Ilson Viani
Elita Vechin
Pastorelo Ariaz
Jean Pierre Dupui
Gilberto Duarte de Abreu
Filho
Patrícia Souto Audi
Vanessa de Souza
Lobato Barbosa
Officers
without specific designation
Adriana Marques Lourenço de
Almeida
Alexandre Guimarães Soares
Ana Paula Vitali Janes
Vescovi
André de Carvalho Novaes
André Juaçaba de Almeida
André Rosenblit
Carlos Aguiar Neto
Celso Mateus de Queiroz
Claudenice Lopes Duarte
Francisco Soares da Silva
Junior
Franco Luigi Fasoli
Geraldo José Rodrigues
Alckmin Neto
Germanuela de Almeida de
Abreu
Gustavo Alejo Viviani
Gustavo de Souza
Fosse
Officers
without specific designation
Igor Mario Puga
Jean Paulo
Kambourakis
Luciana de Aguiar Barros
Luis Guilherme Mattoso de
Oliem Bittencourt
Luiz Masagão Ribeiro Filho
Franco Luigi Fasoli
Geraldo José Rodrigues
Alckmin Neto
Germanuela de Almeida de
Abreu
Gustavo Alejo Viviani
Gustavo de Souza Fosse
Igor Mario Puga
Jean Paulo Kambourakis
Luciana de Aguiar Barros
Luis Guilherme Mattoso de
Oliem Bittencourt
Luiz Masagão Ribeiro Filho
Marcelo Augusto Dutra
Labuto
Maria Teresa Mauricio da
Rocha Pereira Leite
Marilize Ferrazza Santinoni
Murilo Setti Riedel
Paulo César Ferreira de
Lima Alves
Paulo Sérgio Duailibi
Ramón Sanchez Díez
Ramon Sanchez Santiago
Reginaldo Antonio Ribeiro
Ricardo Olivare de
Magalhães
Roberto Alexandre Borges
Fischetti
Robson de Souza Rezende
Rogério Magno Panca
Sandro Kohler Marcondes
Sandro Mazerino Sobral
Sandro Rogério da Silva
Gamba
Thomaz Antonio Licarião
Rocha
Tiago Celso Abate
Vítor Ohtsuki
Accountant
Diego Santos Almeida – CRC Nº 1SP316054/O-4
For the purposes of complying with the
provisions of article 27, paragraph 1, item VI, of the Securities Commission
(CVM) Instruction 80, of March 29, 2022, the members of the Executive Board of
Banco Santander (Brasil) SA (Banco Santander or Company) declare that they
discussed, reviewed and agreed with the Financial Statements prepared by Banco
Santander´s BRGAAP criteria, for the semester ended june 30, 2022, and the
documents that comprise them, being: Management Report, balance sheets,
statement results, statement of changes in equity, statement of cash flows,
statement of added value and explanatory notes, which were prepared in
accordance with accounting practices adopted in Brazil, in accordance with Law
No. 6,404, of December 14, 1976 (Brazilian Corporate Law), the rules of the
National Monetary Council, of the Central Bank of Brazil according to the model
of Plan C of the National Financial System Institutions (COSIF) and other
applicable regulations and legislation. The aforementioned Financial Statements
and the documents that comprise them, were the subject of a report without
reservation by the Independent Auditors regarding the recommendation for approval
issued by the Company's Audit Committee and the favorable opinion of the
Company's Fiscal Council.
Members of the
Executive Board of Banco Santander on June 30, 2022:
Chief
Executive Officer
Mario Roberto Opice
Leão
Vice-President
Executive Officer and Investor Relations Officer
Angel Santodomingo
Martell
Vice-President
Executive Officers
Alberto Monteiro de Queiroz
Netto
Alessandro Tomao
Andrea Marques de Almeida
Antonio Pardo de Santayana
Montes
Ede Ilson Viani
Elita Vechin Pastorelo
Ariaz
Gilberto Duarte de Abreu Filho
Jean Pierre Dupui
Patrícia Souto Audi
Vanessa de Souza Lobato Barbosa
Officers
without specific designation
Adriana Marques Lourenço de
Almeida
Alexandre Guimarães Soares
Ana Paula Vitali Janes
Vescovi
André de Carvalho Novaes
André Juaçaba de Almeida
André Rosenblit
Carlos Aguiar Neto
Celso Mateus de Queiroz
Claudenice Lopes Duarte
Francisco Soares da Silva
Junior
Franco Luigi Fasoli
Geraldo José Rodrigues
Alckmin Neto
Germanuela de Almeida de
Abreu
Gustavo Alejo Viviani
Gustavo de Souza Fosse
Igor Mario Puga
Jean Paulo Kambourakis
Luciana de Aguiar Barros
Luis Guilherme Mattoso de
Oliem Bittencourt
Luiz Masagão Ribeiro Filho
Franco Luigi Fasoli
Geraldo José Rodrigues
Alckmin Neto
Germanuela de Almeida de
Abreu
Gustavo Alejo Viviani
Gustavo de Souza Fosse
Igor Mario Puga
Jean Paulo Kambourakis
Luciana de Aguiar Barros
Luis Guilherme Mattoso de
Oliem Bittencourt
Luiz Masagão Ribeiro Filho
Marcelo Augusto Dutra
Labuto
Maria Teresa Mauricio da
Rocha Pereira Leite
Marilize Ferrazza Santinoni
Murilo Setti Riedel
Paulo César Ferreira de
Lima Alves
Paulo Sérgio Duailibi
Ramón Sanchez Díez
Ramon Sanchez Santiago
Reginaldo Antonio Ribeiro
Ricardo Olivare de
Magalhães
Roberto Alexandre Borges
Fischetti
Robson de Souza Rezende
Rogério Magno Panca
Sandro Kohler Marcondes
Sandro Mazerino Sobral
Sandro Rogério da Silva
Gamba
Thomaz Antonio Licarião
Rocha
Tiago Celso Abate
Vítor Ohtsuki
For
the purposes of complying with the provisions of article 27, paragraph 1, item
V, of the Securities and Exchange Commission (CVM) Instruction 80, of March 29,
2022, the members of the Executive Board of Banco Santander (Brasil) SA (Banco
Santander or Company) declare that they have discussed, reviewed and agreed with
the Financial Statements by the Banco Santander BRGAAP criterion, which
includes the Independent Auditors' Report, related to the Financial Statements
by Banco Santander BRGAAP criterion, for the semester ended june 30, 2022 , and
the documents that comprise them, being: Performance Comments, balance sheets,
income statement, statement of changes in equity, statement of cash flows,
statement of added value and explanatory notes, which were prepared in
accordance with accounting practices adopted in Brazil, in accordance with Law
No. 6,404, of December 14, 1976 (Brazilian Corporate Law) tions), the rules of
the National Monetary Council, the Central Bank of Brazil in accordance with
the model of the Accounting Plan of the Institutions of the National Financial
System (COSIF) and other applicable regulations and legislation. The
aforementioned Financial Statements and the documents that comprise them, were
the subject of a report without reservation by the Independent Auditors
regarding the recommendation for approval issued by the Company's Audit
Committee and the favorable opinion of the Company's Fiscal Council.
Members
of the Executive Board of Banco Santander on June 30, 2022:
Chief
Executive Officer
Mario Roberto Opice
Leão
Vice-President
Executive Officer and Investor Relations Officer
Angel Santodomingo
Martell
Vice-President
Executive Officers
Alberto Monteiro de Queiroz
Netto
Alessandro Tomao
Andrea Marques de Almeida
Antonio Pardo de Santayana
Montes
Ede Ilson Viani
Elita Vechin Pastorelo
Ariaz
Gilberto Duarte de Abreu Filho
Jean Pierre Dupui
Patrícia Souto Audi
Vanessa de Souza Lobato Barbosa
Officers
without specific designation
Adriana Marques Lourenço de
Almeida
Alexandre Guimarães Soares
Ana Paula Vitali Janes
Vescovi
André de Carvalho Novaes
André Juaçaba de Almeida
André Rosenblit
Carlos Aguiar Neto
Celso Mateus de Queiroz
Claudenice Lopes Duarte
Francisco Soares da Silva
Junior
Franco Luigi Fasoli
Geraldo José Rodrigues
Alckmin Neto
Germanuela de Almeida de
Abreu
Gustavo Alejo Viviani
Gustavo de Souza Fosse
Igor Mario Puga
Jean Paulo Kambourakis
Luciana de Aguiar Barros
Luis Guilherme Mattoso de
Oliem Bittencourt
Luiz Masagão Ribeiro Filho
Franco Luigi Fasoli
Geraldo José Rodrigues
Alckmin Neto
Germanuela de Almeida de
Abreu
Gustavo Alejo Viviani
Gustavo de Souza Fosse
Igor Mario Puga
Jean Paulo Kambourakis
Luciana de Aguiar Barros
Luis Guilherme Mattoso de
Oliem Bittencourt
Luiz Masagão Ribeiro Filho
Marcelo Augusto Dutra
Labuto
Maria Teresa Mauricio da
Rocha Pereira Leite
Marilize Ferrazza Santinoni
Murilo Setti Riedel
Paulo César Ferreira de
Lima Alves
Paulo Sérgio Duailibi
Ramón Sanchez Díez
Ramon Sanchez Santiago
Reginaldo Antonio Ribeiro
Ricardo Olivare de
Magalhães
Roberto Alexandre Borges
Fischetti
Robson de Souza Rezende
Rogério Magno Panca
Sandro Kohler Marcondes
Sandro Mazerino Sobral
Sandro Rogério da Silva
Gamba
Thomaz Antonio Licarião
Rocha
Tiago Celso Abate
Vítor Ohtsuki
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereto duly authorized.
Date: July 27, 2022
Banco
Santander (Brasil) S.A. |
| | |
By: | /S/ Reginaldo Antonio Ribeiro
| |
| Reginaldo Antonio Ribeiro Officer Without Specific Designation | |
| | |
|
| | |
By: | /S/ Andrea Marques de Almeida
| |
| Andrea Marques de Almeida Vice - President Executive Officer | |
Banco Santander Brasil (NYSE:BSBR)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Banco Santander Brasil (NYSE:BSBR)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025