Relationships - Banco Itaú

Corporate Governance
• Governance Structures
• Transparency in Reporting
• Socio-environmental Risk
• Crisis Management
• Ethics Management
The association between Itaú and Unibanco
involved an unprecedented shareholding
reorganization, with the migration of the
shareholders of Unibanco Holdings S.A. and
Unibanco-União de Bancos Brasileiros S.A.,
through a share exchange, to Itaú Unibanco
S.A., formerly known as Banco Itaú Holding
Financeira S.A. The new Organization is
controlled equally through Unibanco
Holdings S.A. Itaú (Iupar), Investimentos Itaú
S.A. (Itaúsa) and Companhia E. Johnston de
Participações S.A.
We are always focused on creating value for
all our stakeholders through the adoption
of best corporate governance practices,
which is an ongoing and long-term process
geared to the sustainable growth of the
Organization. In this context transparency,
ethics and environmental responsibility are of
the utmost importance and must encompass
all stakeholders. Clear evidence of this
commitment is the presence of independent
members on the Board of Directors and other
councils and committees, and our compliance
with the São Paulo Stock Exchange (Bovespa)
Level 1 corporate governance and Sarbanes-
Oxley Act + , both of which require adopting
a number of internal control and risk
management procedures.
We hold public meetings in cities around
Brazil, the United States and Europe so that
investors, analysts, shareholders and other
strategic relationship groups can interact with
our senior management and discuss strategies
for making investment decisions. In these
meetings we detail our value creation strategy
as well as the outlook for our operations, while
investors have the opportunity to express
their views, criticize and make suggestions to
us on topics they would like to see discussed
by the Executive, the Board of Directors or at
Shareholder Meetings.
The www.itau-unibanco.com.br/ri website
and the direct contact e-mail for our Investor
Relations (relacoes.investidores@itauunibanco.com.br)
area are other effective
communication channels available to
shareholders and investors.
The committees report to the Board of
Directors, which in turn elects and/or
appoints their members to help create
a common and systematic treatment
of matters of strategic importance or
regarding control of the Bank. The Board
and Committees act as collaborative groups
and seek to obtain consensus through
the dialogue and systemic vision that
characterize our management.
Following are selected corporate governance
achievements in 2009, which are the result of
the continual review and improvement process
in our management model:
• changes to the Articles of Incorporation;
• new operating rules for the Board of Directors;
• new regulations for the Audit Committee;
• Corporate Governance Policy;
• Material Information Disclosure Policy;
• Trading Policy;
• Operational Risk Management Policy;
• Stock Option Plans; and
• Itaú Unibanco Holding S.A. Principles
of Conduct.
Board of Directors
A collaborative group comprised of 13 members,
the Board of Directors is responsible for defining
our strategy and those of our subsidiaries,
analyzing issues of relevance and effectively
overseeing our management on behalf of the
Bank’s shareholders. It also determines the
general direction of the institution’s business,
elects and removes executive directors and
establishes their responsibilities, oversees the
performance of line directors and convenes
Shareholder Meetings.
+ Sarbanes-Oxley – An American law, enacted in 2002, which establishes rules for the standardization and improvement of the financial controls of
publicly-traded companies which are listed in the United States.
28 Itaú Unibanco Holding S.A.