Brasilia - At the height of the BRB crisis and the Master case , the public bank of Brasilia proposed an increase from 8% to 9% in the maximum limit of business and banking operations that senior executives, including directors, advisors and even the president of the institution, can maintain with the institution, whether personally or for their own companies, NeoFeed has learned.
The board meeting took place on November 28th of last year, one day after its new chairman, Nelson de Souza, took office, amidst the Master case crisis. On the agenda was a new policy on transactions with related parties.
The minutes of this meeting were not made public, unlike most minutes from other BRB meetings. Information about the new policy was only published on December 4th, but the document contains only general guidelines. Therefore, it is unknown whether the proposal was approved by the board members.
NeoFeed also obtained information from the bank that the new limit on transactions with related parties has not yet been formalized, and there is even the possibility that this intention will be reviewed internally to avoid further strain on BRB at this time.
Currently, the BRB board of directors is chaired by Raphael Vianna de Menezes. The board is composed of Paulo César Pagi Chaves and Eduardo Aroeira Almeida (appointed by the controlling shareholder); Kátia do Carmo Peixoto de Queiroz (appointed by minority shareholders); Ricardo José Duarte Rodrigues (elected by employees); and Nelson Antônio de Souza.
When contacted, BRB responded to NeoFeed that the minutes of that Board meeting are confidential, as stipulated by the State-Owned Enterprises Law, which is adopted in cases of trade secrets and confidential data, for example. However, the bank declined to explain the reason for the confidentiality or comment on the increase in the limit for transactions with related parties.
The increase from 8% to 9% in the maximum limit for business and banking operations that senior executives can handle refers to the sum of the balance of all credit operations contracted, directly or indirectly, by these high-ranking executives. This is applied to the bank's net worth, while the maximum allowed in Brazil is 10%, according to a 2018 resolution by the National Monetary Council (CMN).
This measure represents an increase in the concentration of the bank's business, such as lending, in the hands of directors and senior executives (called "related parties" in financial jargon), who in practice have privileged information and knowledge of sensitive bank data.
At the end of the first half of 2025, according to the last published balance sheet, BRB had a net worth of R$ 4 billion – an expansion of 60.1% over the same period of the previous year. The approval of the increase in the so-called related party would bring the maximum exposure to R$ 360 million.
This increase, even if small, further exposes the weaknesses in BRB's corporate governance at a time when the public bank is being investigated for a fraud scheme involving Master, estimated at over R$ 12 billion, according to people who are directly following the matter.
In private banks, it is possible to access more detailed data on these transactions. Itaú Unibanco, for example, limits the maximum number of individual transactions or a set of transactions that a senior executive (related party) can make to R$ 1 million per year. Bradesco, on the other hand, imposes a limit of R$ 50 million for related parties.
Internally, the current BRB administration has been demonstrating concern in its statements regarding its reputational image and regulatory risk after the scandal involving Master broke.
BRB's move to increase its exposure to related-party transactions came at a time when the then-president, Paulo Henrique Costa, and the then-financial director, Dario Oswaldo Garcia Júnior, had already been removed from their positions following Operation Compliance Zero .
In this latest policy update, BRB classifies the following as related parties: controlling or co-controlling shareholders; administrators; board members; controlled, co-controlled and affiliated companies; immediate relatives of controlling or co-controlling shareholders, administrators and board members; and individuals and legal entities with significant influence and/or holding decision-making positions.
The then-chairman of the bank's board of directors was Marcelo Talarico, who had held the position since 2022 – including during BRB's attempted purchase of Master and throughout the unfolding of the case. Talarico faced resistance within the Board earlier this year, culminating in the election of a new chairman by the board on January 15th.
An extraordinary meeting had already been scheduled for February 5th to remove him along with another board member, Luis Fernando de Lara Resende, but the two preemptively resigned from their seats on the board and also from other positions they held on the bank's strategic committees.
With this, the advisors appointed by the Government of the Federal District, which controls BRB, have already been named, and the trend is that one of them, Edison Garcia, will soon be elected chairman of the bank's board of directors.
Details regarding percentage limits or a fixed amount that would be acceptable for transactions made by these executives, for example, are not publicly available on the website of the state-owned bank in the Federal Capital.
Governance, a pane of glass
The internal move at BRB to increase the limit on banking transactions with related parties actually sheds light on a corporate governance problem that analysts, former presidents, and members of the boards of directors of state-owned banks have reported.
Specialist Sandra Guerra, who has worked on developing related party policies for various banks, says that large financial institutions, as a rule, already have very structured procedures for these banking operations, with the creation of specific committees and internal and external audits.
She notes, however, that current cases involving suspicious conduct by Brazilian banks show that there is a "very significant weakness in the system, in relation to related parties and pure conflict of interest."
“In state-owned companies, we observe that there is a great opportunity to make these practices explicit. And regulatory bodies, such as the Central Bank and the Securities and Exchange Commission , should also redouble their oversight in this regard,” says Guerra.
"In a situation of uncertainty regarding management's actions, you never increase the authority [limit on transactions with related parties]. The opposite would be reasonable at a time like this: reduce the authority," he adds.
Without naming any specific case or bank, she further explains that the first step in cases of a change in leadership at a financial institution (such as BRB) would be to maintain the bank's policy for related parties unchanged, as well as other policies for other matters such as investments, capital expenditures, and budget expenses. This would be the case, at least until there is certainty about the performance of the new management.
"Even more so if you have a CEO who is suspended due to an investigation related to transactions that are under suspicion and being investigated, it is strange that the Board would increase the limits of authority," says the corporate governance expert.
In a statement to NeoFeed, BRB also informed that "revisions to policies and exposure limits follow a formal governance process, with defined levels of authority and evaluation by the designated bodies, including approval by the Board of Directors."
The state-owned bank also said that its policy for transactions with related parties provides for controls, responsibilities, and criteria for monitoring credit limits; it is updated annually; and its latest version, from 2025, "strengthened governance by establishing new rules to prevent privileges and conflicts of interest."
"The Bank reaffirms its commitment to corporate governance, integrity and transparency in conducting its business," adds the note sent to NeoFeed .
