Relationships - Banco Itaú

Corporate Governance
The Board of Directors has independent members,
whose responsibilities include safeguarding the interests
of the Organization and its minority shareholders, in
addition to managing conflict of interest risks.
Members of the Bank’s
Board of Directors.
The Board is also the body of record for
disclosing company financial statements. It
selects and removes independent auditors
and decides on the payment of interim
dividends and payment of interest on
capital. It also decides on share repurchases
and the buying and/or granting of call
and put options. It approves the rules put
forward by the Audit Committee for its
own operation, and monitors its activities
through regular reports.
The Board also guides the implementation of
the Organization’s financial, environmental
and social policies, as well its socioenvironmental
responsibility practices.
To manage these activities we have four
internal governance groups which feature
representatives of our many different areas:
the Sustainability Monitoring Committee
(which meets annually with the Board of
Directors); the Executive Sustainability
Committee (half-yearly meetings of the
Executive Committee); the Sustainability
Committee (executive meetings every two
months); and the Sustainability Commission
(monthly meetings of supervisors and
managers). Our collaborative bodies (Board
of Directors, committees and commissions)
also discuss ethics related-issues through
the Senior Ethics Commission, the Audit
Committee, the Disclosure and Trading
Committee and the Commission to Prevent
and Combat Illegal Acts.
The Board of Directors currently has three
independent members. The independence
of these members is designed primarily
to protect the interests of the business
and our minority shareholders by
allowing the discussion of ideas which
may differ from those of the directors
representing the control block. The
existence of independent advisers, free of
any business ties to the Organization, also
helps manage risk in relation to conflicts
of interests that might impair a board
member’s ability and neutrality when
analyzing issues before the Board.
Only three members of the Executive Board
sit on the Board of Directors (Roberto
Setubal, President and Chief Executive
Officer, Alfredo Egydio Setubal, Vice-
Chairman and Director of Investor Relations,
and Ricardo Villela Marino, Executive Director
of People and External Units), which allows
the Board to have greater involvement and
access to information on management,
without compromising their impartiality.
Board of Directors
Chairman
Pedro Moreira Salles
Vice-Chairmen
Alfredo Egydio Arruda Villela Filho
Roberto Setubal
(also President and CEO)
Directors
Alcides Lopes Tápias
Alfredo Egydio Setubal
(also Director of Investor Relations)
Candido Botelho Bracher
Fernando Roberto Moreira Salles
Francisco Eduardo de Almeida Pinto
Gustavo Jorge Laboissiere Loyola
Henri Penchas
Israel Vainboim
Pedro Luiz Bodin de Moraes
Ricardo Villela Marino
30 Itaú Unibanco Holding S.A.