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Governance Overview

We strive to guide the financial and strategic decisions of our portfolio companies by sharing a culture of governance, ethical behavior and human capital appreciation, as well as capital allocation discipline and focus on long-term value creation. We seek to simultaneously provide a favorable environment for investees to focus efforts with independence in their activities and to be able to define the vision for developing and managing their business.

Under this scenario, Itaúsa seeks to continuously improve its governance through a model that combines a professional management structure and a decision-making process guided by risk and compliance management and ethical behavior, based on its corporate policies, code of conduct, and internal rules. To access these policies, codes and internal rules, please click here.

Governance Structure

The mission of the Board of Directors, together with the Executive Board and their advisory bodies, is protecting and valuing Itaúsa's equity, in accordance with the provisions of its Bylaws, and representing the interests of stockholders and other agents with which it relates. To learn more about the composition of Management, please click here.

Estrutura de Governança

These are stockholders' meetings convened by Management to address different matters of interest to stockholders, such as checking results, reviewing, discussing and voting on the approval of financial statements, resolving on the allocation of net income for the year and dividend payment, and electing members to the board of directors and, if applicable, to the fiscal council, among others.

The mission of the Board of Directors, together with the Executive Board and their advisory bodies is protecting and valuing Itaúsa's equity, in accordance with the provisions of its Bylaws, and representing the interests of stockholders and other agents with which it relates.

As provided for in the Bylaws, the Board of Directors is composed of three to 12 effective members, elected by the General Stockholders’ Meeting, and will have one Chairman and from one to three Vice Chairmen chosen by the Board Members, and it is incumbent upon the General Stockholders’ Meeting to previously establish the number of members that will compose this body.

An essential player in Itaúsa's governance system, it is incumbent upon the Fiscal Council to supervise the behavior of management members, review and opine on the financial statements for the year, and reporting its conclusions to the Company’s stockholders, in compliance with its legal and statutory duties.

The Fiscal Council operates on a permanent basis, and may be composed of at least three and at the most five members, and equal number of alternate members, all of whom elected annually by stockholders at the General Meeting. Among its members, there are representatives elected by minority and preferred stockholders. Furthermore, it is incumbent upon the Fiscal Council to assess significant operations as provided for in Itaúsa's Transactions with Related Parties Policy, and report them to the Company’s Board of Directors.

The Advisory Committees to the Board are advisory bodies, responsible for advising the Board in the analysis of strategic matters within its competence, with the aim of providing greater efficiency to this collegiate body. In addition, the committees assist the Board in carrying out its legal and statutory functions.

Itaúsa currently has four Committees: Governance and People Committee, Sustainability and Risk Committee, Strategy and New Businesses Committee and Related-Party Committee. These bodies are composed of members appointed annually by the Company’s Board of Directors.

The Executive Board may be composed of three to ten members, with this number of members fixed and the members elected by the Board of Directors within ten business days from the date the General Stockholders’ Meeting electing the Board.

Members of the Board of Directors may be appointed to compose up to one-third of the Executive Board’s positions. However, in line with good corporate governance practices, the positions of Chairman of the Board of Directors and Chief Executive Officer (or the company’s main executive) may not be concurrently held by the same person. Bylaws also set forth that no officers aged over 75 will be elected.

Itaúsa’s Executive Board counts on the advisory of seven non-statutory councils, composed of managers of the Company, external members and specialists. The members of these committees hold one-year terms of office, which may be renewed, and remain in office until the first meeting of the Board of Directors that elects the Executive Board.The composition of these councils and the members’ mini curriculum are available in the 12.7/8 item of the Reference Form.

Know more about each body and its members by accessing Management and Committees

Risk Management, Compliance and Integrity

The governance of internal integrity mechanisms and procedures at Itaúsa is carried out by the Compliance and Corporate Risks department, the Internal Audit, the Audit and Risks Council, the Board of Officers and by the Board of Directors. Reporting to the Audit and Risks Council. The Internal Audit works as a third line in the identification of potential control weaknesses, by factoring in business, management and IT issues.

 

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