Itaúsa is responsible for developing important strategies for the Conglomerate and for making encompassing financial decisions that help determine the companies' macro-economic planning.
In the corporate governance model adopted by Itaúsa, the Boards of Directors have strategic functions for the Conglomerate.
The presence of independent professionals on the companies' boards is higher than the minimum number established by the most rigorous rules applicable to publicly-traded companies.
This positioning adopted by the Itaúsa Conglomerate promotes balance and harmony among the controlling shareholders, which in their majority consist of members of the same family. It is important to point out that the Itaúsa Board of Directors Chairman, a sphere that still does not involve the inclusion of independent board members, does not accumulate the function of Executive Director
Certain advances in the Board of Directors' procedures, related to the social-environmental variables, and in compliance with the GRI application level requirements, were sent by the holding and companies of the conglomerate with goals to be reached during the 2011/2012 period.
Itaúsa's goal is to establish an internal charter for the Board of Directors, as well as to improve the qualifications of its board members when it comes to the theme of sustainability, by promoting specific internal events for this purpose.
Among the items under analysis is the search for a formal definition involving the relationship between the salaries of the members of the Board of Directors and Executive Management and the performance of the organization, including the environmental and social spheres. The study underway will provide alternatives for considering these variables when calculating the salaries of its board members and executives and how they will be considered when analyzing the general business performance.
To further explore issues related to sustainability, Itaúsa plans to institute a formal 360º evaluation procedure, where the board member will perform a self-evaluation, evaluate the board as a whole and also evaluate its Chairman. This process will include routine areas such as presence and knowledge of the material prior to the meetings focused on sustainability.
Among those processes currently employed at the highest entity of governance to ensure that conflicts of interest are avoided, the controlling shareholders of Itaúsa (the Villela family and Setubal family) signed a Shareholders' Agreement. This document guarantees the foundations of their operations in the management of matters related to Itaúsa's main strategic points.
|"The year of 2010 brought a new corporate governance dynamic to the companies of the Itaúsa Conglomerate. We seek to bring in market professionals and make the operations of the board and committees much more active and important. And in fact it was very important! The governance of the companies improved, leaving them better prepared for the challenges of growth."
Arruda Villela Filho