Itaúsa - Investimentos Itaú S.A. controls one of Brazil's largest privately owned conglomerates in terms of revenue volume. As one of Brazil's first publicly-held "pure" holding companies, Itaúsa was set up to centralize financial and strategic decisions for the companies as a whole, thereby ensuring better conditions for growth.
Itaúsa conglomerate companies are active in a wide range of business, including the financial and real-estate sectors, wooden panels, bathroom materials (ceramics and metal fittings), ceramic coatings, clothing, footwear and gas pipeline. However they have one feature in common: the Itaúsa approach to developing and managing their business ventures. The principles of recognizing and building human capital, ethics in business and creating value for shareholders on an ongoing and sustainable basis are the hallmarks of all companies in the conglomerate. These principles ensure competitiveness and continuous improvement in quality products and services by developing or absorbing the latest technology available, which has given Itaú leadership in a number of sectors.
In this context, our Investor Relations policy is based on providing investors with sufficient elements to decide on investing in Itaúsa stock through transparent reporting and quality information, characterized by profound respect for ethical and legal principles, in order to consolidate and maintain of the company's image of leadership and innovation in the capital market. We maintain pro-active communication system with the capital market based on:
- our investor relations website (www.itausa.com.br) which contains full-text Portuguese and English versions. Our IR site plays an important role in communicating with the market, dynamically and democratically providing the opportunity for direct contact with Itaúsa for shareholders, investors, specialized analysts, academic circles, media and other market players;
- Meetings with Brazilian Capital Market Analysts and Investment Professionals Association (APIMEC) - Itaúsa has held annual meetings with APIMEC members since 2002 in Sao Paulo;
- Conference Call with analysts - Itaúsa holds annual and semi-annual conference calls to announce its consolidated earnings. Conference call are held in Portuguese and English, and conducted by the senior officers of Itaúsa and with the participation of the Investor Relations officers of the publicly held companies invested by Itaúsa;
- Annual Report - Itaúsa’s annual reports are available online at the IR site for each year since 2000;
- Our E-mail Alert database contains over 13,000 registered users. Immediately after they are sent to the authorities, all material facts disclosed by Itaúsa are e-mailed to these users as an agile and efficient means of disseminating company information. A full history is also available on the IR site.
Itaúsa is working to add more value for shareholders by taking steps to strengthen corporate governance and thus attract more investors:
- Voluntary adherence to BOVESPA Level 1 Corporate Governance on June 26, 2001. Some of the key commitments we have made: maintaining circulation of shares representing at least 25% of capital to ensure liquidity, and full information in quarterly reports for shareholders and the capital market;
- On April 30, 2002, shareholders voted to confer "tag-along" rights on preferred shares. In the event of a change in control, the new controlling shareholders will be required to extend their public offer to holders of preferred shares on the same terms offered to those holding common shares who are not part of the controlling group of shareholders (tag along);
- Ethic, Disclosure and Trading committee - The committee have the primary role of administering policy on disclosure of material information and policy and procedure on trading in company's own securities. Their scope of work covers a range of internal measures to improve the flow of information and ensure ethical conduct by its signatory officers and staff. Itaú Unibanco was among the first publicly held companies in Brazil to set up and operate these governance committees. CVM Instruction 358 requires publicly held companies to adopt policy for disclosure and trading policy. In addition to these policies, Itaúsa extended the scope Instruction 358 by setting up committees, which was not a specific requirement in the legislation;
- The Law of Corporations defines the fiscal council (conselho fiscal) as a body defending the interests of the shareholders of a publicly held company. The council monitors the acts of management and issues opinions and reports on the activities of the company, particularly in relation to financial statements. The fiscal council may or may not be installed annually by the shareholder general meeting and has the incumbency of watching over the acts of directors, examining financial statements and issuing an opinion on management's annual report. Our council has been in place continuously since 1997, and comprises 3 professionals independent of the controlling group, one of them being elected by holders of preferred shares;
- The Dividends Reinvestment Program enables automatic investment of dividends for buyback of Itaúsa stock, thereby increasing stockholders' share of the company's capital stock. This is a secure, efficient, systematic and organized alternative means of purchasing shares, which enables individual bids for shares to be combined with bids from all the other shareholders joining the program, thus boosting investment volume and consequently reducing broker charges compared with normal purchase of shares. All purchases made through the program are made by Itaú Corretora;
- Itaúsa is included in the portfolio of the Dow Jones Sustainability Index (DJSI), being included in the index for the first time in 2003. Itaúsa has been in the DJSI along with Itaú and more than 300 other socially responsible companies around the world. The Dow Jones Sustainability Index analyzes companies by the criteria of financial situation, transparency, corporate governance, investor relations, social and environmental accountability ,management quality and others. This is the most important reference for those interested in investing international funds in socially responsible companies around the world;
- Itaúsa participate in the portfolio of the Corporate Sustainability Index (ISE), being included for the first time in 2006. The Corporate Sustainability Index, created in 2005 by the BM&FBovespa in partnership with official entities and the financial sector, is an example of an index listing companies that demonstrate commitment to the sustainability of their operations, social and environmental responsibility and corporate governance;
- On July 06 2007, the company voluntarily adhered to the practices of the "Manual for Control and Disclosure of Material Information", which the Brazilian Association of Publicly Held Companies (ABRASCA), launched on the same date. This manual contains recommendations on practices to be adopted for dealing with insider information in order to prevent leaks;
- In November 2004, Itaúsa and its subsidiary Banco Itaú Holding Financeira became the first Brazilian companies to adopt Treasury Operating Rules on a voluntary basis. The rules are the result of extensive national and international surveys of best practices in the market, and will regulate all trading in its own shares by Itaú Holding on exchanges where its stock is traded. Management believes that the rules pose many benefits, including reducing operational, financial and strategic risk, the creation of internal culture for operations in the capital market, reducing the possibility of market concentration or improper price setting, strengthening buyback of stock focused on maintaining liquidity and value for shareholders and best corporate governance practices ensuring greater transparency of operations;
- Reinforcing our accountability and transparency, available on the Investor Relations website additional information to the announcement calling the Annual General and Extraordinary Meeting. This information enables our shareholders to take positions in advance on matters pertaining the meeting, thus qualitatively enriching debate on the issues to be voted. This material therefore aims to expand our dialogue with our thousands of stockholders and broaden Itaú Holding's corporate governance practices.
Controlling Shareholders Agreement of Itaúsa
Shareholders Agreement of Itausa Controlling Shareholders and FAHZ