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Relationships - Banco Itaú

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Corporate Governance<br />

Five committees<br />

and an Advisory Board comprise the governance<br />

structure of <strong>Itaú</strong>, which has been strengthened by<br />

combining the best practices from both banks.<br />

Members of the <strong>Itaú</strong> BBA S.A.<br />

Executive Committee.<br />

<strong>Itaú</strong> BBA S.A. Executive Committee<br />

Candido Botelho Bracher<br />

Chairman<br />

Alberto Fernandes<br />

Sales and Products<br />

Antonio Carlos Barbosa de Oliveira<br />

IT, Legal, Compliance and Operations<br />

Daniel Gleizer<br />

Institutional Treasury<br />

Jean Marc Etlin<br />

Investment Bank<br />

Rodolfo Fischer<br />

Institutional Treasury<br />

Audit Committee<br />

There is a single Audit Committee for all our<br />

companies and it is responsible for ensuring<br />

the quality and integrity of financial statements,<br />

compliance with legal and regulatory<br />

requirements and the quality and effectiveness<br />

of internal control and risk management<br />

systems. The Audit Committee is also<br />

responsible for the performance, independence<br />

and quality of the work of external auditors, as<br />

well as the performance, independence and<br />

quality of internal auditing.<br />

People Committee<br />

The People Committee is responsible for guiding<br />

the development and retention of talents. For<br />

this reason, among other responsibilities, it<br />

must develop pay models for top executives<br />

and evaluate and approve compensation<br />

packages for directors, as proposed by the CEO.<br />

Additionally, the People Committee establishes<br />

guidelines for recruitment, appraisal and<br />

career planning to ensure the development of<br />

successors for all key positions.<br />

Appointment and<br />

Corporate Governance Committee<br />

The Appointment and Corporate Governance<br />

Committee’s main objective is to monitor the<br />

governance of the Organization, particularly<br />

with respect to matters related to the Board<br />

of Directors. It also is responsible for helping<br />

the Chairman of the Board decide on board<br />

membership. Its most important functions<br />

include: identifing, analyzing and proposing<br />

candidates for the Board to submit at<br />

Shareholders Meetings; review the definition<br />

criteria for independent directors; evaluate<br />

the work of the Board; and discuss and make<br />

recommendations on the succession of the<br />

Chairman of the Board and other directors,<br />

plus the Chief Executive Officer. Based on<br />

criteria established by the Board of Directors,<br />

the Committee also analyzes and comments<br />

on situations of potential conflict of interest<br />

between directors and companies within<br />

the Organization.<br />

32 <strong>Itaú</strong> Unibanco Holding S.A.

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