We guide our decisions with responsibility, combining experience, independence, and a governance culture that values transparency, ethics, and the creation of sustainable value.
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.
The mission of the Board of Directors, together with the Board of Officers 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.
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 Supervisory Council, among others.
An essential player in Itaúsa’s governance system, it is incumbent upon the Supervisory 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 Supervisory 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 Supervisory 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 mission of the Board of Directors, together with the Board of Officers 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 3 to 10 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. Bylaws also set forth that no officers aged over 75 will be elected.
The Advisory Board, an advisory body, has technical functions and reports directly to the Board of Directors, and its recommendations are not binding. The purpose of the Advisory Board is to assist the Board of Directors in matters in which it is requested to comment.
The Advisory Board is responsible for advising or expressing its opinion on any issues and matters submitted to it by the Board of Directors for decision-making purposes, whenever requested by said body or by the Itaúsa Board of Officers. The Board of Directors or the Board of Officers, depending on the case, may consult one or more members of the Advisory Board, as necessary, and the response to this consultation will not represent a recommendation from the Advisory Board.
The members of the Advisory Board may participate, without voting rights, in the meetings of the Board of Directors, when invited by the Chairman of the Board of Directors, and in the meetings of the committees, when invited by their respective coordinators.
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, Related-Party Committee and Audit Committee. These bodies are composed of members appointed annually by the Company’s Board of Directors.
The Board of Officers 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 Board of Officers’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 70 will be elected.
Itaúsa’s 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 Board of Officers.
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, the Audit Committee and by the Board of Directors.
The Internal Audit, which reports to the Board of Directors, works as a third line in the identification of potential control weaknesses, by factoring in business, management and IT issues. This structure reflects the organization’s commitment to transparency and corporate responsibility.
Formed by independent members and an advisory body to the Board of Directors, defines the main risk control guidelines and management, in line with the appetite risk established by the Board of Directors; recommends the risk management process methodology and, based on the work developed by the outsourced internal auditors, analyzes the issues raised and the action plans to be adopted to mitigate any identified risks; determines guidelines to the Compliance and Corporate Risk department for implementing the integrity program, and revises the Company’s policies, submitting them to be assessed and approved by the Board of Directors.
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The Itaúsa Integrity Program consolidates the guidelines adopted by Itaúsa with the objective of reinforcing the prevention, detection and correction of irregularities, acts of fraud and corruption, through mechanisms and internal rules of integrity, actions and internal controls.
Our program was prepared in accordance with Brazilian law, especially with the anti-corruption measures established in Law No. 12,846 / 2013 and decree No. 8,420 / 2014.