An essential player in Itaúsa’s governance system, it is incumbent upon the Supervisory Board 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 Board 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 Board 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.
guiherme tadeu pereira junior
Position: Effective Member
Date of possession: 05/10/2024
Term of Office: april/25
Guilherme has been the Chairman of the Supervisory Board of Itaúsa S.A. since October 2023, having also served as an Effective Member of this body since December 2020 and from May 2018 to April 2019, and was an Alternate Member from May 2019 to December 2020.
At Dexco S.A., he has been the Chairman of the Supervisory Board since April 2022, having also served as an Effective Member between April 2018 and April 2020, and at Aegea Saneamento e Participações S.A., he has been a Member of the Audit, Risks and Integrity Committee since August 2021.
He has been the Chairman of the Advisory Board of Athie Wohnrath Associados, Projetos, Construção e Gerenciamento S.A. since September 2023, having also served as Chief Operating Officer (COO) at the same Company from January 2023 to September 2023.
He was an Effective Member of the Supervisory Board of Alpargatas S.A. from November 2017 to April 2018, Administrative and Finance Vice President (CFO) and Investor Relations Officer of Itautec S.A. – Itautec Group from April 2013 to April 2015, having served as Executive Administrative and Finance Officer (CFO) from March 2012 to March 2013 and Corporate Controller’s Officer from June 2010 to February 2012.
He was Vice President of Operations (COO) of Minuto Corretora de Seguros S.A. from March 2020 to March 2022, having served as Administrative and Finance Officer (CFO) from August 2017 to February 2020.
He worked as a Financial Consultant in financial planning and internal controls in companies in Brazil and the United States from August 2015 to July 2017. Before, he was CFO and Controller at multinational companies.
He graduated in Public Administration from Unisul and in Accounting from Unip in 2021. He also earned an MBA in Finance with a major in Controllership and Auditing from Fundação Getulio Vargas (FGV). He attended many specialization programs in business and corporate governance, in particular from the universities of Wharton and Berkeley in the United States, in addition to a training program on Audit Committee from the University of Harvard. He is also a Board Director and Supervisory Councilor certified by the Brazilian Institute of Corporate Governance (IBGC).
gustavo de amaral lucena
Position: Effective Member
Date of possession: 01/04/25
Term of Office: april/25
Member of the Supervisory Board of Itaúsa S.A. (since January/2025).
He has currently been an Alternate Member of the Supervisory Board of Dexco S.A. since May/2022 and Vice-President of Governance, Risks and Internal Controls at OLX Brasil, where he also serves as a Permanent Member of the Ethics Committee and Coordinator of the Audit Committee. He is a member of the Advisory Committees of the 100% Transparency Movement of the UN Global Compact Brazil, Tembici Participações S.A. and Tangará Importadora e Exportadora S.A.
Previous positions include Partner at Deloitte Brazil (2012-2021), Director of Risk Consulting at PwC Brazil (2005-2012), Manager of Balance Sheet Audit and M&A also at PwC Brazil (1999-2005) and Senior Manager of Balance Sheet Audit at Arthur Andersen (1995-1999). He is also an instructor for the IBGC’s Risk and Compliance courses for Board Members.
He holds a degree in Economics from UniSantanna (1996), an MBA in Marketing (1998) and an MBA in Banking (1998) from the same institution and the Getúlio Vargas Foundation, respectively, as well as a degree in Accounting from Luziwell (2003) and an MBA in Strategy and Disruptive Markets from FIAP Corporate (2019).
elaine maria de souza funo
Position: Effective Member
Date of possession: 05/10/2024
Term of Office: april/25
Elaine has worked for many companies and has experience in the fields of accounting, controllership, fiscal, tax and CSC (Shared Service Center) in industries and companies such as Pilkington (Japanese glass manufacturing company), Philips Brazil (consumption and technology company) and Embraer (Brazilian aeronautics company). She is currently the Global Accounting and Tax Officer and Accountant at Embraer, being responsible for (i) consolidating the Financial Statements in accordance with the IFRS published at the Brazilian Securities and Exchange Commission (CVM) and the U.S. Securities and Exchange Commission (SEC), as well as for their accounting policies and procedures; (ii) national and international tax planning, policies and procedures; and (iii) Shared Service Center.
She also holds positions such as (i) Governance Officer at Embraer; (ii) Chairman of the Supervisory Board of Embraer’s employees’ pension fund (EMBRAERPREV); (iii) Member of the Supervisory Board of OGMA – Indústria Aeronáutica de Portugal; (iv) Member of the Supervisory Board of Embraer Portugal S.A.; and (iv) Alternate Member of the Supervisory Board of Comgás, Rumo S.A. and Cosan S.A.
She holds a Bachelor’s degree in Accounting from Universidade de Taubaté, a Postgraduate degree in Financial Administration and Auditing and an MBA in Finances and Controllership.
marco tulio leite rodrigues
Position: Effective Member
Date of possession: 05/10/2024
Term of Office: april/25
Marco Tulio has been a Member of the Supervisory Board of Itaúsa S.A. since June 2020 and has been participating in the Finance and Investments Committee of Tupi since November 2021. He has been a Member of the Board of Directors of Hospital Sabará – FJLS since April 2016, Partner and Member of the Board of Directors of Peter Graber Monitoramento since October 2019 and consultant of the Board of Directors and Innovation Committee of SPM Holding since August 2022.
Between 2004 and 2017, he was a Member or Advisor of the Board of Directors of Brasmetal Waelzholz, Graber, Papaiz, Bematech, Cremer, Tigre, Santa Casa de São Paulo and other companies. As an executive, he was CEO at Mapri-Textron Fastening Systems (1992 – 1999), TotalNet/Tradecom (2000-2004) and Sensormatic of Brazil (2006 – 2007). He was also a consultant at Booz, Allen & Hamilton (1987 – 1992) and a professor of the Aeronautics Technological Institute (1982 – 1985).
He is a Brazilian Securities and Exchange (CVM) registered supervisor and has worked for Constellation Asset Management and Terra Boa Capital. Institutionally, he was Vice President at Sindipeças (1993-1999) and a Member of the Economy Committee of CIESP (2004-2007).
He graduated in Production Engineering and holds a Bachelor’s degree in Economics from Universidade de São Paulo and earned an MBA (Finance) from the University of Chicago.
mauricio nogueira
Position: Effective Member
Date of possession: 05/10/2024
Term of Office: april/25
Maurício started his career at Banco do Brasil in August 1986 and was Executive Finance Manager from 2011 and 2019 and Executive Finance Officer from 2019 to 2021. Between 2018 and 2021, he also served as Vice Chairman of the of the Board of Directors of Brazilian American Merchant Brasil – BAM, Member of the Board of Directors of BB Previdência, Member of the Supervisory Board of Econumus, Member of the Board of Livelo, Member of the Board of Patagônia, Member of the Board of BB Securities and Member of the Supervisory Board of BB Seguros.
He graduated in Mathematics from Universidade do Estado do Rio de Janeiro (1994), earned an Executive MBA in Capital Markets from Instituto Brasileiro de Mercado de Capitais – IBMEC (1999) and holds a Master’s degree in Mathematical Methods in Finances from Instituto de Matemática Pura e Aplicada – IMPA (2003).
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 three 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.
Internal Charter of the Board of Directors
Independence Criteria
RAUL CALFAT
Position: Chairman and Independent Member
Date of possession: 04/30/2024
Term of Office: may25
Raul Calfat has been Chairman of the Board of Directors (independent member) of Itaúsa S.A. since May 2024 and Member since May 2023; Permanent Member of the Governance and Personnel Committee and the Sustainability Committee since May 2024; Coordinator of the Audit Committee since May 2023; Member of the Strategy and New Business and Related Parties Committees, since May 2023, which in May 2024 became a Permanent Member.
He has been Chairman of the Board of Directors of Aché Laboratórios Farmacêuticos since September 2018, an Independent Member of the Board of Directors of Embraer since April 2017 and he is currently its Vice Chairman, and an Independent Member of China Three Gorges Brasil since January 2021. He was an Independent Member of the Board of Directors of Dexco S.A. from May 2015 to April 2023 and Member of the Board of Hospital Sírio-Libanês from 2015 to 2020.
From January 2014 to April 2019, he was the Chairman of the Board of Directors of Votorantim S.A., from December 2009 to December 2018, he was a Member of the Board of Directors of Fibria Celulose S.A., and from January 2010 to December 2013, he served as CEO of Votorantim Industrial and led the cement, ore and mining, pulp, iron and steel, orange juice and energy departments of the Group. Between 2004 and 2010, he was the General Director of the holding company. Before that, between 1995 and 2003, he was the CEO of Votorantim Celulose e Papel (current Fibria) and CEO of Papel Simão from 1987 to 1992, the company where he started his career as trainee in 1973.
He was the Chairman of the São Paulo Pulp and Paper Association from 1993 to 1995 and Vice President of the Brazilian Pulp and Paper Association (Bracelpa) from 1996 to 2004. He earned a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in 1974 and attended seminars of the International Institute for Management Development (IMD) in Switzerland and in the United States (Harvard, Boston).
Ana Lúcia de Mattos Barretto Villela
Position: Vice Chairwoman
Date of possession: 04/30/2024
Term of Office: may/25
Ana Lúcia is the Vice President of the Board of Directors (non-executive member) of Itaúsa S.A. since 2017. She has been a Member of the Sustainability Committee since May 2021, and was a Member of the Sustainability Council from June 2019 to April 2023. She was also a Member of the Finance Council from May 2017 to August 2018.
She has been a Member of the Board of Directors of the Itaú Unibanco Group since 2018 and has held many positions at the Group, including Member of the Board of Directors (1996 to 2001), Member of the Personnel, Nomination and Corporate Governance committees since 2018 and Member of the Environmental, Social and Climate Committee since 2019 (previously called Social Responsibility Committee).
She is a Member of the Board of Directors of Instituto Itaúsa since June 2023 and Alternate Member of the Board of Directors of IUPAR – Itaú Unibanco Participações S.A. since June 2018; Vice President of the Board of Trustees of Fundação Itaú since 2020; Member of the Advisory Council of Itaú Social since 2017, Member of the Advisory Council of Itaú Cultural since 1995; Member of the Executive Board of Itaú Cultural since 2017; Co-Founder of AlanaLab (Maria Farinha Filmes and Flow) since 2014; Founding Chairwoman of the Alana Foundation since 2012; CEO of the Alana Institute since 2002; Member of the Advisory Board of the Brincante Institute since 2001 and Ashoka Fellow since 2010.
Since 2018, she has been the first representative from Latin America on the Innovation Board of XPrize, a non-profit organization set up by Peter Diamandis, who designs and manages global competitions to encourage the development of new technologies to help address some of humanity’s greatest challenges. Ana Lúcia is a Member of the Board of Participant, founded by social entrepreneur Jeff Skoll, which is a leading organization in media and entertainment that inspires and engages its audience towards social change. She has also been a Member of the Stanford Down Syndrome Research Center Advisory Board since January 2022 and of the UCLA Lab School Board of Advisors since May 2022.
She was a Member of the Advisory Board of the Akatu Institute (2013 to 2017), Member of the Advisory Board of the Fairplay Organization (2015 to 2017), Member of the Advisory Board of Conectas (2003 to 2018); and Alternate Member of the Board of Directors (2018 to 2020 and from April to July 2024) and a Member of the Sustainability Committee of Dexco S.A. (2015 to 2018).
She holds a Bachelor’s degree in Education with a qualification in School Administration and a Master’s degree in Educational Psychology, both from the Pontifícia Universidade Católica de São Paulo (PUC-SP), São Paulo, Brazil. She also took a graduate course in Business Administration at Fundação Armando Álvares Penteado (FAAP), São Paulo, Brazil (incomplete) and a postgraduate course in Third Sector Administration at Fundação Getulio Vargas (FGV), São Paulo Brazil (incomplete).
Roberto Egydio Setubal
Position: Vice Chairman
Date of possession: 04/30/2024
Term of Office: may/25
Roberto has been a member of the Board of Directors (non-executive member) of Itaúsa S.A. since May 2021 and he is also the Vice President.
He has been the Co-Chairman of the Board of Directors of Itaú Unibanco Holding S.A. since 2017. He started his career at Banco Itaú in 1980 and held different positions before he was appointed in 1994 as the CEO of the institution and was in office until April 2008 when he became the CEO of Itaú Unibanco and was in office until 2017.
He is also a Member of the Board of CCR, of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) and of Centro de Lideranças Públicas (Center of Public Leaderships) – CLP.
Between 1994 and 2020, he was a member of the International Monetary Conference, of which he was the Chairman in 2015. From 1997 to 2000, he was the Chairman of the Brazilian Federation of Bank Associations (FEBRABAN) and from 2011 to 2017, he was the Chairman of the Board of this institution. He was a member of the Board of Directors of the Institute of International Finance (IIF), having served as Vice Chairman from 2003 to 2014. Between 2002 and 2008, he was a Member of the International Advisory Committee of the Federal Reserve Bank of New York. In 2011, he was named Banker of the Year by Euromoney magazine. He was a Member of the Board of Directors of Petrobras between 2000 and 2002 and a Member of the Board of Directors of Shell between 2017 and 2020.
He holds a Bachelor’s degree in Production Engineering from Escola Politécnica da Universidade de São Paulo (USP), São Paulo, Brazil, and a Master’s degree in Science Engineering from Stanford University, California, United States.
Alfredo Egydio Setubal
Position: Effective Member
Date of possession: 04/30/2024
Term of Office: may/25
At Itaúsa, Alfredo has been CEO and Investor Relations Officer S.A. since 2015 and Member of the Board of Directors since 2008 (executive member).
He has been Chairman of the Board of Directors of Dexco S.A. since 2021 and a Member since April 2015 and Member of the Board of Directors of Itaú Unibanco since 2007, Alpargatas since 2017 and Copa Energia since 2020.
Member of the Superior Committee for Guidance, Nomination and Ethics of the Brazilian Institute of Investor Relations (IBRI) since 2010, having been the Chairman of its Board of Directors from 2000 to 2003. He served as Chairman of the National Association of Investment Banks from 2003 to 2008. He was a Member of the Board of Directors of the Brazilian Association of Listed Companies (ABRASCA) from 1999 to 2017.
He is the Chairman of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) – FIEC. He has been the Chairman of the Decision-Making Council of the São Paulo Art Museum (MASP) since 2015, Member of the Board of Directors of Fundação Bienal de São Paulo since 2009 and Member of the Board of Directors of the São Paulo Museum of Modern Art (MAM) and of the Contemporary Art Institute (IAC).
He holds Bachelor’s and Postgraduate degrees in Business Administration from Fundação Getulio Vargas (FGV), São Paulo, Brazil, with specialization from INSEAD, Fontainebleau, France.
Rodolfo Villela Marino
Position: Effective Member
Date of possession: 04/30/2024
Term of Office: may/25
Rodolfo Villela has been a Member of the Board of Directors (Executive Member) of Itaúsa S.A. since May 2011, having been an Alternate Member from April 2009 to May 2011. He is Executive Vice President Director since May 2022, having served as Vice President Director from May 2015 to April 2022. He has also been a Member of the Strategy and New Business and Governance and Personnel committees since May 2021; Interim Co-Coordinator of the Sustainability Committee since August 2022 and its Member since May 2021; Coordinator of the Personnel and Ethics Council since April 2017; Member of the Finance Council since April 2017, being a Coordinator since May 2021. He has also been a Member of the Audit and Risks, and of the Investments councils since April 2017, of the Capital Markets Council since May 2009, of the Sustainability Council since June 2019, as well as a Member of the Corporate Governance Council since July 2020.
At Dexco S.A., Mr. Villela has been a Member of the Board of Directors since August 2009 (Alternate Member from July 2024); a Member of the Personnel, Governance and Nomination Committee since May 2020 and of the Finance Committee since December 2021; Chairman of the Sustainability Committee since May 2019 and its Member since November 2009. He was also a Member of the Audit and Risk Management Committee from November 2009 to March 2022.
At Alpargatas S.A., he has been a Member of the Board of Directors since September 2017, and a Member of the Strategy and Personnel committees since October 2017 and of the Statutory Audit Committee since April 2018.
An Alternate Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021, where he served as an Effective Member from December 2020 to April 2021; Member of the Board of Directors of Aegea Saneamento e Participações S.A. since July 2021, and Managing Director of Rudric Ith Participações Ltda. since April 2005.
Mr. Villela has also been the President of Instituto Itaúsa since June 2023; a Member of the Board of Trustees of Fundação Itaú since May 2019; a Member of the Board of Directors of Instituto Unibanco since April 2014; a Member of the Board of Directors of Associação Pró-Dança since September 2019; a Member of the Advisory Council of Sociedade de Cultura Artística since June 2020; a Member of the Board of Directors of the Institute for Studies of Industrial Development (IEDI) since August 2015; a Member of the Governance Council of Todos pela Educação since April 2019; a Member of the Supervisory Board of Instituto Yandeh since August 2017; a Member of the Advisory Council of the Brazilian Tree Institute (IBÁ) since December 2017; a Member of the Young Presidents Organization – YPO/WPO since December 2011; CEO of Associação Comunitária Despertar since April 2020; a Member of the Board of Directors of Todavia Livros since March 2018; a Member of the Board of Directors of Tempo Livre PTE Ltd (“Cariuma”) since December 2017, and a Member of the Board of Directors of Livraria Dois Pontos Comércio Eletrônico S.A. since March 2021.
He holds a Bachelor’s degree in Business Administration from Escola de Administração de Empresas de São Paulo – EASP/FG – Fundação Getulio Vargas – August 1994 to June 1998. He also holds Master’s degrees in Economics and Philosophy – September 2001, and in Development Studies – September 2022, both from the London School of Economics and Political Science (LSE), United Kingdom.
Edson Carlos De Marchi
Position: Independent Effective Member
Date of possession: 04/30/2024
Term of Office: may/25
At Itaúsa, Edson has been a Member of the Board of Directors (non-executive member) since May 2021, having served as an Alternate Member of the Board of Directors from May 2019 to May 2021, Coordinator of the Related Parties Committee since August 2021 and of the Audit Committee since August 2002 and a Member of the Governance and Personnel, and Sustainability and Risks committees since May 2021.
At Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência, he has been a Member of the Board of Directors since May 2018, Executive Officer since July 2012, Coordinator of the Ethics Committee since May 2020 and Member since December 2016, Coordinator of the Governance in Data Protection Committee since November 2020, Coordinator of the Finance and Investments Committee since February 2019 and was a Member of the Advisory Committee from December 2004 to August 2012.
At AMBEV S.A. he was Health and Benefits Vice President from July 2019 to March 2020, Benefits Officer from January 2015 to June 2019, Corporate Relations Officer from June 2011 to December 2014 and Strategic Planning Manager from May 2000 to December 2003; Global Finance and Excise Tax Vice President at Anheuser-Busch InBev from 2009 to 2011 and Member of the Supervisory Board of Instituto de Previdência Privada da AmBev (Ambev Private Pension Institute) – IAPP from January 2004 to July 2007.
He graduated in both Economics and Business Administration from Fundação Armando Álvares Penteado (FAAP) in 1985 and 1986, respectively, and earned a Master’s degree in Business Administration from Universidade de São Paulo (FIA/USP) in 1998.
Patrícia de Moraes
Position: Independent Effective Member
Date of possession: 04/30/2024
Term of Office: may/25
At Itaúsa S.A., Patrícia has been a Member of the Board of Directors (independent member), Coordinator of the Governance and Personnel Committee and Member of the Strategy and New Business Committee since May 2021, and a Member of the Related Parties Committee since August 2021 and of the Audit Committee since August 2022.
She is a Founding Partner, Supervisor and Member of the Investment Committee of Unbox Capital, an investment company that supports the growth of companies by establishing partnerships with entrepreneurs and asset managers.
She has more than 20 years of experience in Investment Banking, having worked in the Mergers & Acquisitions team of J.P. Morgan in New York and São Paulo. She was Head of Investment Banking and Corporate Banking at J.P. Morgan in Brazil, responsible for all relationships and transactions with Brazilian and multinational companies. During her career, she provided advisory services to companies in strategic transactions of mergers, acquisitions and divestments and in capitalizations through debt surveys and IPOs.
She is the Officer of the Mulheres do Brasil (Women of Brazil) Group and was nominated twice for the “Mulheres de Valor” (Valuable Women) award of the Valor newspaper. She serves on the Council of the Program for Finance Studies of the Columbia Business School and on the Columbia University Council in Brazil.
She holds a Bachelor’s degree in Economics from Pontíficia Universidade Católica do Rio de Janeiro, Brazil, and an MBA from Columbia Business School (class of 1995).
Vicente Furletti Assis
Position: Independent Effective Member
Date of possession: 04/30/2024
Term of Office: may/25
At Itaúsa S.A., Vicente has been a Member of the Board of Directors (independent member) since May 2021, Coordinator of the Strategy and New Business Committee since May 2021, Member of the Governance and Personnel Committee since May 2021 and Member of the Related Parties Committee since August 2021.
Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021. Member and Vice Chairman of the Board of Directors and Member of the Personnel and ESG committees of CCR S.A. since September 2022 and Member of the Board of Directors of Randon S.A. Implementos e Participações since April 2002 . He was an Effective Member of the Board of Directors of Liquigás Distribuidora S.A. from May 2021 to December 2022.
At McKinsey & Company Inc., he has been an Emeritus Senior Partner since February 2022 and was Senior Partner from 2008 to 2022 and a Leader responsible for the Practice of B2B Companies for Latin America from 2018 to 2021. He was also a Member of the Global Committee of Election of Partners from amongst External Candidates from 2017 to 2022, Member of the Global Committee of Risks Associated with Customer Service from 2016 to 2022, having worked as the partner responsible for the Brazilian Office from 2011 to 2018, Leader responsible for the Practice of Advanced Industries in Latin America from 2012 to 2017, Member of the global task force in charge of improving the firm’s governance from 2015 to 2016, Member of the Global Committee of Partner Assessment from 2009 to 2014, Member of the global task force in charge of reviewing the firm’s values from 2011 to 2012, Leader responsible for the Practice of Operations in Latin America from 2010 to 2012, Partner from 2002 to 2008, Associate Partner and Project Manager and Associate from 1997 to 2002.
Member of the Higher Board of Fundação José Luiz Egydio Setubal since February 2023; Member of the Advisory Board of Generation Brasil since 2020; Member of the Board of the São Paulo Art Museum (MASP) since 2015; Member of the Advisory Board of Brazil’s Wharton Alumni Club since 2016.
He held many positions, including Head of Deep Waters Equipment Development at Petróleo Brasileiro S.A. (Petrobras) from 1985 to 1997 and Member of the Board of the Brazil-Portugal Chamber of Commerce between 2015 and 2022.
He graduated in Civil Engineering from the Universidade Federal de Minas Gerais in 1985, in Petroleum Engineering from Petróleo Brasileiro S.A in 1986 and earned a Master’s degree in Finance from The Wharton School, University of Pennsylvania in 1997.At Itaúsa S.A., Vicente has been a Member of the Board of Directors (independent member) since May 2021, Coordinator of the Strategy and New Business Committee since May 2021, Member of the Governance and Personnel Committee since May 2021 and Member of the Related Parties Committee since August 2021.
Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021. Member and Vice Chairman of the Board of Directors and Member of the Personnel and ESG committees of CCR S.A. since September 2022 and Member of the Board of Directors of Randon S.A. Implementos e Participações since April 2002 . He was an Effective Member of the Board of Directors of Liquigás Distribuidora S.A. from May 2021 to December 2022.
At McKinsey & Company Inc., he has been an Emeritus Senior Partner since February 2022 and was Senior Partner from 2008 to 2022 and a Leader responsible for the Practice of B2B Companies for Latin America from 2018 to 2021. He was also a Member of the Global Committee of Election of Partners from amongst External Candidates from 2017 to 2022, Member of the Global Committee of Risks Associated with Customer Service from 2016 to 2022, having worked as the partner responsible for the Brazilian Office from 2011 to 2018, Leader responsible for the Practice of Advanced Industries in Latin America from 2012 to 2017, Member of the global task force in charge of improving the firm’s governance from 2015 to 2016, Member of the Global Committee of Partner Assessment from 2009 to 2014, Member of the global task force in charge of reviewing the firm’s values from 2011 to 2012, Leader responsible for the Practice of Operations in Latin America from 2010 to 2012, Partner from 2002 to 2008, Associate Partner and Project Manager and Associate from 1997 to 2002.
Member of the Higher Board of Fundação José Luiz Egydio Setubal since February 2023; Member of the Advisory Board of Generation Brasil since 2020; Member of the Board of the São Paulo Art Museum (MASP) since 2015; Member of the Advisory Board of Brazil’s Wharton Alumni Club since 2016.
He held many positions, including Head of Deep Waters Equipment Development at Petróleo Brasileiro S.A. (Petrobras) from 1985 to 1997 and Member of the Board of the Brazil-Portugal Chamber of Commerce between 2015 and 2022.
He graduated in Civil Engineering from the Universidade Federal de Minas Gerais in 1985, in Petroleum Engineering from Petróleo Brasileiro S.A in 1986 and earned a Master’s degree in Finance from The Wharton School, University of Pennsylvania in 1997.
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.
Henri Penchas
Position: Coordinator
Date of possession: 05/15/2024
Term of Office: may/25
Henri Penchas has been the Coordinator of the Advisory Board of Itaúsa S.A. since May 2024. At Itaúsa, he was a member of the Board of Directors from May 2015 to April 2024 and served as Chairman of the Board of Directors from April 2017 to April 2024. He also participated in various committees, such as Strategy and New Business, Governance and People, and the Sustainability, in addition to having been Vice President Director (2009-2015), Investor Relations Officer (1995-2008 and 2009-2015), and Executive Director (1984-2008).
At Itaú Unibanco Holding S.A., he was a member of the Board of Directors (2003-2016) and the International Advisory Board (2003-2009). He was Senior Vice President (2003-2008) and participated in committees such as the Strategy, Nominations and Corporate Governance, Disclosure and Negotiation, and Risk and Capital Management.
At Dexco S.A., he was a member of the Board of Directors (2012-2016), Chief Executive Officer (2009-2013), and General Director (2009), as well as a participant in committees such as the Audit and Risk Management, and Disclosure and Negotiation.
He served as Chief Executive Officer and member of the Board of Directors and committees of Itautec S.A. (2013-2019). He was a member of the Board of Directors and committees of Elekeiroz S.A. (2013-2018). He was a member of the Board of Directors of Nova Transportadora do Sudeste – NTS (2017-2024), coordinator of the Audit Committee at Copa Energia S.A. (2021-2024), and coordinator of the Finance Committee at Alpargatas S.A. (2017-2023). He is a member of the Deliberative Council of the Sabará Children’s Hospital (since 2023), member of Supervisory Board of the Alana Institute (since 2002), and the Advisory Board of H.I.G. Brasil Ass. de Invest. Ltda. (since 2015).
Henri Penchas has a degree in Mechanical Engineering from Mackenzie University (1968) and a postgraduate degree in Finance from Fundação Getúlio Vargas.
Fernando de Almeida Nobre Neto
Position: Member
Date of possession: 05/15/2024
Term of Office: may/25
Fernando de Almeida Nobre Neto has been a member of the Advisory Board of Itaúsa S.A. since May 2024 and Director of the Almeida Nobre Law Firm since 1990.
Previously, he served as Major Officer (1979 to 1988) and Acting Notary Public (1988 to 1990) at the 10th Notary Public of São Paulo.
He has been a volunteer for over 30 years has provided voluntary services to ESPRO – Estudo Social Profissionalizante where he has been a member of the Board of Directors since 2017, having been President from 2000 to 2017. He was also a Founding Partner and Legal Director of CAMP Metropolitano de SP/ESPRO (1979 to 1999).
Fernando is a lawyer graduated from Mackenzie University (1979) and holds certificates in Corporate Governance from Fundação Dom Cabral (2010) and in Finance for Executives from IBMEC/Insper São Paulo (2006).
Victório Carlos de Marchi
Position: Member
Date of possession: 05/15/2024
Term of Office: may/25
Victório Carlos de Marchi has been a member of the Advisory Board of Itaúsa S.A. since May 2024. He was an effective and alternate member of the Board of Directors of Itaúsa (non-executive director) between 2018 and 2024.
Since 1985, he has been a member of the Board of Directors of the Antonio and Helena Zerrenner National Charity Foundation, where he has been Chairman since 2021 and Executive Director since 2006. At AMBEV S.A., he was Co-Chairman of the Board of Directors from 1999 to 2023, and currently chairs the Operations and Finance, and People, and Governance Committees.
He has been a member of the Board of the Institute for Industrial Development Studies (IEDI) since 2004 and represents Brazil on the Latin American Business Council (CEAL) since 1994.
Among other experiences, he was a member of the Board of Trustees of the Getúlio Vargas Foundation – FGV (2012-2018), chaired the Deliberative Council of the Ambev Institute of Private Pensions (2001-2022) and of CISA – Center for Information on Health and Alcohol (2004-2021). He was the chairman of the Board of Directors of CERVBRASIL – Brazilian Beer Industry Association (2012-2014) and Vice-President (2014-2017).
Victório has a degree in Economics from the São Paulo School of Economics and a Law degree from São Bernardo do Campo Law School, and a certificate with an emphasis on Administration from the Institute for Certification of Social Security Professionals (ICSS).
Governance and Personnel Committee
The Governance and Personnel Committee deals with issues discussed in the Governance Committee and Personnel and Ethics Committee. The main assignments of this Committee are:
Patrícia de Moraes
Position: Coordinator
Date of possession: 05/13/2024
Term of Office: may/25
At Itaúsa S.A., Patrícia has been a Member of the Board of Directors (independent member), Coordinator of the Governance and Personnel Committee and Member of the Strategy and New Business Committee since May 2021, and a Member of the Related Parties Committee since August 2021 and of the Audit Committee since August 2022.
She is a Founding Partner, Supervisor and Member of the Investment Committee of Unbox Capital, an investment company that supports the growth of companies by establishing partnerships with entrepreneurs and asset managers.
She has more than 20 years of experience in Investment Banking, having worked in the Mergers & Acquisitions team of J.P. Morgan in New York and São Paulo. She was Head of Investment Banking and Corporate Banking at J.P. Morgan in Brazil, responsible for all relationships and transactions with Brazilian and multinational companies. During her career, she provided advisory services to companies in strategic transactions of mergers, acquisitions and divestments and in capitalizations through debt surveys and IPOs.
She is the Officer of the Mulheres do Brasil (Women of Brazil) Group and was nominated twice for the “Mulheres de Valor” (Valuable Women) award of the Valor newspaper. She serves on the Council of the Program for Finance Studies of the Columbia Business School and on the Columbia University Council in Brazil.
She holds a Bachelor’s degree in Economics from Pontíficia Universidade Católica do Rio de Janeiro, Brazil, and an MBA from Columbia Business School (class of 1995).
edson carlos de marchi
Position: Effective Member
Date of possession: 05/13/2024
Term of Office: may/25
At Itaúsa, Edson has been a Member of the Board of Directors (non-executive member) since May 2021, having served as an Alternate Member of the Board of Directors from May 2019 to May 2021, Coordinator of the Related Parties Committee since August 2021 and of the Audit Committee since August 2002 and a Member of the Governance and Personnel, and Sustainability and Risks committees since May 2021.
At Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência, he has been a Member of the Board of Directors since May 2018, Executive Officer since July 2012, Coordinator of the Ethics Committee since May 2020 and Member since December 2016, Coordinator of the Governance in Data Protection Committee since November 2020, Coordinator of the Finance and Investments Committee since February 2019 and was a Member of the Advisory Committee from December 2004 to August 2012.
At AMBEV S.A. he was Health and Benefits Vice President from July 2019 to March 2020, Benefits Officer from January 2015 to June 2019, Corporate Relations Officer from June 2011 to December 2014 and Strategic Planning Manager from May 2000 to December 2003; Global Finance and Excise Tax Vice President at Anheuser-Busch InBev from 2009 to 2011 and Member of the Supervisory Board of Instituto de Previdência Privada da AmBev (Ambev Private Pension Institute) – IAPP from January 2004 to July 2007.
He graduated in both Economics and Business Administration from Fundação Armando Álvares Penteado (FAAP) in 1985 and 1986, respectively, and earned a Master’s degree in Business Administration from Universidade de São Paulo (FIA/USP) in 1998.
Ricardo Egydio Setubal
Position: Effective Member
Date of possession: 05/13/2024
Term of Office: may/25
At Itaúsa S.A., Ricardo Setubal has been an Alternate Member of the Board of Directors (executive member) since April 2009, Executive Director Vice President since May 2022 and was Director Vice President from May 2021 to April 2022. He has also been a Member of the Governance and Personnel Committee since May 2021 and of the Audit Committee since August 2022, Acting Co-Coordinator of the Sustainability and Risks Committee since August 2022 and Member since May 2021, Member of the Audit and Risks Council since April 2017, Member of the Capital Markets Council since May 2009 and of the Finance, Investments, and Personnel and Ethics councils since April 2017, Member of the Audit and Risks Council since April 2017 and of the Corporate Governance Council since July 2020, Member of the Sustainability Council since June 2019 and Member of the Investment Policies Committee from August 2008 to May 2010.
At Dexco S.A., he has been a Member of the Board of Directors since April 2008 and was Vice Chairman of the Board of Directors from April 2009 to April 2017. He has also been a Member of the Sustainability Committee since April 2018, Member of the Disclosure and Trading Committee since May 2020, and he was a Member of the Personnel, Governance and Nomination Committee from November 2009 to May 2020 and a Member of the Audit and Risk Management Committee from November 2009 to March 2022.
At Itautec S.A. – Itautec Group, he was Chairman of the Board of Directors from February 2010 to August 2019, Alternate Member from April 2009 to January 2010 and Effective Member from April 1999 to April 2008. He was also a Member of the Disclosure Committee from September 2010 to August 2019, Executive Director Vice President from April 1999 to January 2010 and Member of the Audit and Risk Management, Strategy, and Personnel and Governance committees from September 2010 to January 2015.
At the Brazilian Institute of Corporate Governance (IBGC), he was a Member of the Board of Directors from March 2014 to March 2019, Vice Chairman from March 2016 to March 2018 and Chairman from March 2018 to March 2019.
He graduated in Law from Universidade de São Paulo (USP) in 1988 and earned a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in 1984 and a specialization (PMD 69) from Harvard University in 1995.
Vicente Furletti Assis
Position: Effective Member
Date of possession: 05/13/2024
Term of Office: may/25
At Itaúsa S.A., Vicente has been a Member of the Board of Directors (independent member) since May 2021, Coordinator of the Strategy and New Business Committee since May 2021, Member of the Governance and Personnel Committee since May 2021 and Member of the Related Parties Committee since August 2021.
Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021. Member and Vice Chairman of the Board of Directors and Member of the Personnel and ESG committees of CCR S.A. since September 2022 and Member of the Board of Directors of Randon S.A. Implementos e Participações since April 2002 . He was an Effective Member of the Board of Directors of Liquigás Distribuidora S.A. from May 2021 to December 2022.
At McKinsey & Company Inc., he has been an Emeritus Senior Partner since February 2022 and was Senior Partner from 2008 to 2022 and a Leader responsible for the Practice of B2B Companies for Latin America from 2018 to 2021. He was also a Member of the Global Committee of Election of Partners from amongst External Candidates from 2017 to 2022, Member of the Global Committee of Risks Associated with Customer Service from 2016 to 2022, having worked as the partner responsible for the Brazilian Office from 2011 to 2018, Leader responsible for the Practice of Advanced Industries in Latin America from 2012 to 2017, Member of the global task force in charge of improving the firm’s governance from 2015 to 2016, Member of the Global Committee of Partner Assessment from 2009 to 2014, Member of the global task force in charge of reviewing the firm’s values from 2011 to 2012, Leader responsible for the Practice of Operations in Latin America from 2010 to 2012, Partner from 2002 to 2008, Associate Partner and Project Manager and Associate from 1997 to 2002.
Member of the Higher Board of Fundação José Luiz Egydio Setubal since February 2023; Member of the Advisory Board of Generation Brasil since 2020; Member of the Board of the São Paulo Art Museum (MASP) since 2015; Member of the Advisory Board of Brazil’s Wharton Alumni Club since 2016.
He held many positions, including Head of Deep Waters Equipment Development at Petróleo Brasileiro S.A. (Petrobras) from 1985 to 1997 and Member of the Board of the Brazil-Portugal Chamber of Commerce between 2015 and 2022.
He graduated in Civil Engineering from the Universidade Federal de Minas Gerais in 1985, in Petroleum Engineering from Petróleo Brasileiro S.A in 1986 and earned a Master’s degree in Finance from The Wharton School, University of Pennsylvania in 1997.
rodolfo vilela marinho
Position: Effective Member
Date of possession: 05/13/2024
Term of Office: may/25
Rodolfo Villela has been a Member of the Board of Directors (Executive Member) of Itaúsa S.A. since May 2011, having been an Alternate Member from April 2009 to May 2011. He is Executive Vice President Director since May 2022, having served as Vice President Director from May 2015 to April 2022. He has also been a Member of the Strategy and New Business and Governance and Personnel committees since May 2021; Interim Co-Coordinator of the Sustainability Committee since August 2022 and its Member since May 2021; Coordinator of the Personnel and Ethics Council since April 2017; Member of the Finance Council since April 2017, being a Coordinator since May 2021. He has also been a Member of the Audit and Risks, and of the Investments councils since April 2017, of the Capital Markets Council since May 2009, of the Sustainability Council since June 2019, as well as a Member of the Corporate Governance Council since July 2020.
At Dexco S.A., Mr. Villela has been a Member of the Board of Directors since August 2009 (Alternate Member from July 2024); a Member of the Personnel, Governance and Nomination Committee since May 2020 and of the Finance Committee since December 2021; Chairman of the Sustainability Committee since May 2019 and its Member since November 2009. He was also a Member of the Audit and Risk Management Committee from November 2009 to March 2022.
At Alpargatas S.A., he has been a Member of the Board of Directors since September 2017, and a Member of the Strategy and Personnel committees since October 2017 and of the Statutory Audit Committee since April 2018.
An Alternate Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021, where he served as an Effective Member from December 2020 to April 2021; Member of the Board of Directors of Aegea Saneamento e Participações S.A. since July 2021, and Managing Director of Rudric Ith Participações Ltda. since April 2005.
Mr. Villela has also been the President of Instituto Itaúsa since June 2023; a Member of the Board of Trustees of Fundação Itaú since May 2019; a Member of the Board of Directors of Instituto Unibanco since April 2014; a Member of the Board of Directors of Associação Pró-Dança since September 2019; a Member of the Advisory Council of Sociedade de Cultura Artística since June 2020; a Member of the Board of Directors of the Institute for Studies of Industrial Development (IEDI) since August 2015; a Member of the Governance Council of Todos pela Educação since April 2019; a Member of the Supervisory Board of Instituto Yandeh since August 2017; a Member of the Advisory Council of the Brazilian Tree Institute (IBÁ) since December 2017; a Member of the Young Presidents Organization – YPO/WPO since December 2011; CEO of Associação Comunitária Despertar since April 2020; a Member of the Board of Directors of Todavia Livros since March 2018; a Member of the Board of Directors of Tempo Livre PTE Ltd (“Cariuma”) since December 2017, and a Member of the Board of Directors of Livraria Dois Pontos Comércio Eletrônico S.A. since March 2021.
He holds a Bachelor’s degree in Business Administration from Escola de Administração de Empresas de São Paulo – EASP/FG – Fundação Getulio Vargas – August 1994 to June 1998. He also holds Master’s degrees in Economics and Philosophy – September 2001, and in Development Studies – September 2022, both from the London School of Economics and Political Science (LSE), United Kingdom.
Alfredo Setubal
Position: Effective Member
Date of possession: 05/13/2024
Term of Office: may/25
At Itaúsa, Alfredo has been CEO and Investor Relations Officer S.A. since 2015 and Member of the Board of Directors since 2008 (executive member).
He has been Chairman of the Board of Directors of Dexco S.A. since 2021 and a Member since April 2015 and Member of the Board of Directors of Itaú Unibanco since 2007, Alpargatas since 2017 and Copa Energia since 2020.
Member of the Superior Committee for Guidance, Nomination and Ethics of the Brazilian Institute of Investor Relations (IBRI) since 2010, having been the Chairman of its Board of Directors from 2000 to 2003. He served as Chairman of the National Association of Investment Banks from 2003 to 2008. He was a Member of the Board of Directors of the Brazilian Association of Listed Companies (ABRASCA) from 1999 to 2017.
He is the Chairman of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) – FIEC. He has been the Chairman of the Decision-Making Council of the São Paulo Art Museum (MASP) since 2015, Member of the Board of Directors of Fundação Bienal de São Paulo since 2009 and Member of the Board of Directors of the São Paulo Museum of Modern Art (MAM) and of the Contemporary Art Institute (IAC).
He holds Bachelor’s and Postgraduate degrees in Business Administration from Fundação Getulio Vargas (FGV), São Paulo, Brazil, with specialization from INSEAD, Fontainebleau, France.
Raul Calfat
Position: Natural Member
Date of possession: 05/13/2024
Term of Office: may/25
Raul Calfat has been Chairman of the Board of Directors (independent member) of Itaúsa S.A. since May 2024 and Member since May 2023; Permanent Member of the Governance and Personnel Committee and the Sustainability Committee since May 2024; Coordinator of the Audit Committee since May 2023; Member of the Strategy and New Business and Related Parties Committees, since May 2023, which in May 2024 became a Permanent Member.
He has been Chairman of the Board of Directors of Aché Laboratórios Farmacêuticos since September 2018, an Independent Member of the Board of Directors of Embraer since April 2017 and he is currently its Vice Chairman, and an Independent Member of China Three Gorges Brasil since January 2021. He was an Independent Member of the Board of Directors of Dexco S.A. from May 2015 to April 2023 and Member of the Board of Hospital Sírio-Libanês from 2015 to 2020.
From January 2014 to April 2019, he was the Chairman of the Board of Directors of Votorantim S.A., from December 2009 to December 2018, he was a Member of the Board of Directors of Fibria Celulose S.A., and from January 2010 to December 2013, he served as CEO of Votorantim Industrial and led the cement, ore and mining, pulp, iron and steel, orange juice and energy departments of the Group. Between 2004 and 2010, he was the General Director of the holding company. Before that, between 1995 and 2003, he was the CEO of Votorantim Celulose e Papel (current Fibria) and CEO of Papel Simão from 1987 to 1992, the company where he started his career as trainee in 1973.
He was the Chairman of the São Paulo Pulp and Paper Association from 1993 to 1995 and Vice President of the Brazilian Pulp and Paper Association (Bracelpa) from 1996 to 2004. He earned a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in 1974 and attended seminars of the International Institute for Management Development (IMD) in Switzerland and in the United States (Harvard, Boston).
Sustainability Committee
The Sustainability Committee was created with the objective of conducting the issues discussed in the Sustainability Committee. Among the main assignments of this Committee are:
Monitoring the Company’s ESG strategy, including the activities of the Itaúsa Institute, and recommend actions and initiatives that apply ESG/sustainability intelligence and (a) generate a direct positive impact for Itaúsa, (b) help advance the ESG agenda of the investees, and (c) guide decisions on Itaúsa’s new investments; and
Recommend adjustments to the Company’s governance to enhance its ESG strategy.
Edson Carlos De Marchi
Position: Coordinator
Date of possession: 05/13/2024
Term of Office: may/25
At Itaúsa, Edson has been a Member of the Board of Directors (non-executive member) since May 2021, having served as an Alternate Member of the Board of Directors from May 2019 to May 2021, Coordinator of the Related Parties Committee since August 2021 and of the Audit Committee since August 2002 and a Member of the Governance and Personnel, and Sustainability and Risks committees since May 2021.
At Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência, he has been a Member of the Board of Directors since May 2018, Executive Officer since July 2012, Coordinator of the Ethics Committee since May 2020 and Member since December 2016, Coordinator of the Governance in Data Protection Committee since November 2020, Coordinator of the Finance and Investments Committee since February 2019 and was a Member of the Advisory Committee from December 2004 to August 2012.
At AMBEV S.A. he was Health and Benefits Vice President from July 2019 to March 2020, Benefits Officer from January 2015 to June 2019, Corporate Relations Officer from June 2011 to December 2014 and Strategic Planning Manager from May 2000 to December 2003; Global Finance and Excise Tax Vice President at Anheuser-Busch InBev from 2009 to 2011 and Member of the Supervisory Board of Instituto de Previdência Privada da AmBev (Ambev Private Pension Institute) – IAPP from January 2004 to July 2007.
He graduated in both Economics and Business Administration from Fundação Armando Álvares Penteado (FAAP) in 1985 and 1986, respectively, and earned a Master’s degree in Business Administration from Universidade de São Paulo (FIA/USP) in 1998.
Ana Lúcia de Mattos Barretto Villela
Position: Effective Member
Date of possession: 05/13/2024
Term of Office: may/25
Ana Lúcia is the Vice President of the Board of Directors (non-executive member) of Itaúsa S.A. since 2017. She has been a Member of the Sustainability Committee since May 2021, and was a Member of the Sustainability Council from June 2019 to April 2023. She was also a Member of the Finance Council from May 2017 to August 2018.
She has been a Member of the Board of Directors of the Itaú Unibanco Group since 2018 and has held many positions at the Group, including Member of the Board of Directors (1996 to 2001), Member of the Personnel, Nomination and Corporate Governance committees since 2018 and Member of the Environmental, Social and Climate Committee since 2019 (previously called Social Responsibility Committee).
She is a Member of the Board of Directors of Instituto Itaúsa since June 2023 and Alternate Member of the Board of Directors of IUPAR – Itaú Unibanco Participações S.A. since June 2018; Vice President of the Board of Trustees of Fundação Itaú since 2020; Member of the Advisory Council of Itaú Social since 2017, Member of the Advisory Council of Itaú Cultural since 1995; Member of the Executive Board of Itaú Cultural since 2017; Co-Founder of AlanaLab (Maria Farinha Filmes and Flow) since 2014; Founding Chairwoman of the Alana Foundation since 2012; CEO of the Alana Institute since 2002; Member of the Advisory Board of the Brincante Institute since 2001 and Ashoka Fellow since 2010.
Since 2018, she has been the first representative from Latin America on the Innovation Board of XPrize, a non-profit organization set up by Peter Diamandis, who designs and manages global competitions to encourage the development of new technologies to help address some of humanity’s greatest challenges. Ana Lúcia is a Member of the Board of Participant, founded by social entrepreneur Jeff Skoll, which is a leading organization in media and entertainment that inspires and engages its audience towards social change. She has also been a Member of the Stanford Down Syndrome Research Center Advisory Board since January 2022 and of the UCLA Lab School Board of Advisors since May 2022.
She was a Member of the Advisory Board of the Akatu Institute (2013 to 2017), Member of the Advisory Board of the Fairplay Organization (2015 to 2017), Member of the Advisory Board of Conectas (2003 to 2018); and Alternate Member of the Board of Directors (2018 to 2020 and from April to July 2024) and a Member of the Sustainability Committee of Dexco S.A. (2015 to 2018).
She holds a Bachelor’s degree in Education with a qualification in School Administration and a Master’s degree in Educational Psychology, both from the Pontifícia Universidade Católica de São Paulo (PUC-SP), São Paulo, Brazil. She also took a graduate course in Business Administration at Fundação Armando Álvares Penteado (FAAP), São Paulo, Brazil (incomplete) and a postgraduate course in Third Sector Administration at Fundação Getulio Vargas (FGV), São Paulo Brazil (incomplete).
Marcelo de Camargo Furtado
Position: Effective Member
Date of possession: 05/13/2024
Term of Office: may/25
Marcelo is a chemical engineer with a master’s degree in renewable energy.
He has already worked at the NGO Greenpeace, where he worked for 24 years in international positions and as executive director of the organization in Brazil.
He is on the board of Natura Finance – an international non-governmental organization that works to align global finance.
He is currently chairman of the board of the WRI (World Resources Institute) Brazil, a global research institute that works on the climate cause.
He is a member of the Sustainability Committee at Dexco S.A. and also at Marfrig.
At Itaúsa S.A., he came to lead Instituto Itaúsa and consolidate our ESG strategy, as Head of Sustainability.
Ricardo Egydio Setubal
Position: Effective Member
Date of possession: 05/13/2024
Term of Office: may/25
At Itaúsa S.A., Ricardo Setubal has been an Alternate Member of the Board of Directors (executive member) since April 2009, Executive Director Vice President since May 2022 and was Director Vice President from May 2021 to April 2022. He has also been a Member of the Governance and Personnel Committee since May 2021 and of the Audit Committee since August 2022, Acting Co-Coordinator of the Sustainability and Risks Committee since August 2022 and Member since May 2021, Member of the Audit and Risks Council since April 2017, Member of the Capital Markets Council since May 2009 and of the Finance, Investments, and Personnel and Ethics councils since April 2017, Member of the Audit and Risks Council since April 2017 and of the Corporate Governance Council since July 2020, Member of the Sustainability Council since June 2019 and Member of the Investment Policies Committee from August 2008 to May 2010.
At Dexco S.A., he has been a Member of the Board of Directors since April 2008 and was Vice Chairman of the Board of Directors from April 2009 to April 2017. He has also been a Member of the Sustainability Committee since April 2018, Member of the Disclosure and Trading Committee since May 2020, and he was a Member of the Personnel, Governance and Nomination Committee from November 2009 to May 2020 and a Member of the Audit and Risk Management Committee from November 2009 to March 2022.
At Itautec S.A. – Itautec Group, he was Chairman of the Board of Directors from February 2010 to August 2019, Alternate Member from April 2009 to January 2010 and Effective Member from April 1999 to April 2008. He was also a Member of the Disclosure Committee from September 2010 to August 2019, Executive Director Vice President from April 1999 to January 2010 and Member of the Audit and Risk Management, Strategy, and Personnel and Governance committees from September 2010 to January 2015.
At the Brazilian Institute of Corporate Governance (IBGC), he was a Member of the Board of Directors from March 2014 to March 2019, Vice Chairman from March 2016 to March 2018 and Chairman from March 2018 to March 2019.
He graduated in Law from Universidade de São Paulo (USP) in 1988 and earned a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in 1984 and a specialization (PMD 69) from Harvard University in 1995.
Rodolfo Villela Marino
Position: Effective Member
Date of possession: 05/13/2024
Term of Office: may/25
Rodolfo Villela has been a Member of the Board of Directors (Executive Member) of Itaúsa S.A. since May 2011, having been an Alternate Member from April 2009 to May 2011. He is Executive Vice President Director since May 2022, having served as Vice President Director from May 2015 to April 2022. He has also been a Member of the Strategy and New Business and Governance and Personnel committees since May 2021; Interim Co-Coordinator of the Sustainability Committee since August 2022 and its Member since May 2021; Coordinator of the Personnel and Ethics Council since April 2017; Member of the Finance Council since April 2017, being a Coordinator since May 2021. He has also been a Member of the Audit and Risks, and of the Investments councils since April 2017, of the Capital Markets Council since May 2009, of the Sustainability Council since June 2019, as well as a Member of the Corporate Governance Council since July 2020.
At Dexco S.A., Mr. Villela has been a Member of the Board of Directors since August 2009 (Alternate Member from July 2024); a Member of the Personnel, Governance and Nomination Committee since May 2020 and of the Finance Committee since December 2021; Chairman of the Sustainability Committee since May 2019 and its Member since November 2009. He was also a Member of the Audit and Risk Management Committee from November 2009 to March 2022.
At Alpargatas S.A., he has been a Member of the Board of Directors since September 2017, and a Member of the Strategy and Personnel committees since October 2017 and of the Statutory Audit Committee since April 2018.
An Alternate Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021, where he served as an Effective Member from December 2020 to April 2021; Member of the Board of Directors of Aegea Saneamento e Participações S.A. since July 2021, and Managing Director of Rudric Ith Participações Ltda. since April 2005.
Mr. Villela has also been the President of Instituto Itaúsa since June 2023; a Member of the Board of Trustees of Fundação Itaú since May 2019; a Member of the Board of Directors of Instituto Unibanco since April 2014; a Member of the Board of Directors of Associação Pró-Dança since September 2019; a Member of the Advisory Council of Sociedade de Cultura Artística since June 2020; a Member of the Board of Directors of the Institute for Studies of Industrial Development (IEDI) since August 2015; a Member of the Governance Council of Todos pela Educação since April 2019; a Member of the Supervisory Board of Instituto Yandeh since August 2017; a Member of the Advisory Council of the Brazilian Tree Institute (IBÁ) since December 2017; a Member of the Young Presidents Organization – YPO/WPO since December 2011; CEO of Associação Comunitária Despertar since April 2020; a Member of the Board of Directors of Todavia Livros since March 2018; a Member of the Board of Directors of Tempo Livre PTE Ltd (“Cariuma”) since December 2017, and a Member of the Board of Directors of Livraria Dois Pontos Comércio Eletrônico S.A. since March 2021.
He holds a Bachelor’s degree in Business Administration from Escola de Administração de Empresas de São Paulo – EASP/FG – Fundação Getulio Vargas – August 1994 to June 1998. He also holds Master’s degrees in Economics and Philosophy – September 2001, and in Development Studies – September 2022, both from the London School of Economics and Political Science (LSE), United Kingdom.
Alfredo Egydio Setubal
Position: Natural Member
Date of possession: 05/13/2024
Term of Office: may/25
At Itaúsa, Alfredo has been CEO and Investor Relations Officer S.A. since 2015 and Member of the Board of Directors since 2008 (executive member).
He has been Chairman of the Board of Directors of Dexco S.A. since 2021 and a Member since April 2015 and Member of the Board of Directors of Itaú Unibanco since 2007, Alpargatas since 2017 and Copa Energia since 2020.
Member of the Superior Committee for Guidance, Nomination and Ethics of the Brazilian Institute of Investor Relations (IBRI) since 2010, having been the Chairman of its Board of Directors from 2000 to 2003. He served as Chairman of the National Association of Investment Banks from 2003 to 2008. He was a Member of the Board of Directors of the Brazilian Association of Listed Companies (ABRASCA) from 1999 to 2017.
He is the Chairman of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) – FIEC. He has been the Chairman of the Decision-Making Council of the São Paulo Art Museum (MASP) since 2015, Member of the Board of Directors of Fundação Bienal de São Paulo since 2009 and Member of the Board of Directors of the São Paulo Museum of Modern Art (MAM) and of the Contemporary Art Institute (IAC).
He holds Bachelor’s and Postgraduate degrees in Business Administration from Fundação Getulio Vargas (FGV), São Paulo, Brazil, with specialization from INSEAD, Fontainebleau, France.
Raul Calfat
Position: Natural Member
Date of possession: 05/13/2024
Term of Office: may/25
Raul Calfat has been Chairman of the Board of Directors (independent member) of Itaúsa S.A. since May 2024 and Member since May 2023; Permanent Member of the Governance and Personnel Committee and the Sustainability Committee since May 2024; Coordinator of the Audit Committee since May 2023; Member of the Strategy and New Business and Related Parties Committees, since May 2023, which in May 2024 became a Permanent Member.
He has been Chairman of the Board of Directors of Aché Laboratórios Farmacêuticos since September 2018, an Independent Member of the Board of Directors of Embraer since April 2017 and he is currently its Vice Chairman, and an Independent Member of China Three Gorges Brasil since January 2021. He was an Independent Member of the Board of Directors of Dexco S.A. from May 2015 to April 2023 and Member of the Board of Hospital Sírio-Libanês from 2015 to 2020.
From January 2014 to April 2019, he was the Chairman of the Board of Directors of Votorantim S.A., from December 2009 to December 2018, he was a Member of the Board of Directors of Fibria Celulose S.A., and from January 2010 to December 2013, he served as CEO of Votorantim Industrial and led the cement, ore and mining, pulp, iron and steel, orange juice and energy departments of the Group. Between 2004 and 2010, he was the General Director of the holding company. Before that, between 1995 and 2003, he was the CEO of Votorantim Celulose e Papel (current Fibria) and CEO of Papel Simão from 1987 to 1992, the company where he started his career as trainee in 1973.
He was the Chairman of the São Paulo Pulp and Paper Association from 1993 to 1995 and Vice President of the Brazilian Pulp and Paper Association (Bracelpa) from 1996 to 2004. He earned a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in 1974 and attended seminars of the International Institute for Management Development (IMD) in Switzerland and in the United States (Harvard, Boston).
Strategy and New Businesses Committee
The Strategy and New Businesses Committee was created to address issues discussed in the Investment Committee, in addition to monitoring and discussing the capital allocation strategy. The main assignments of this Committee are:
Vicente Furletti Assis
Position: Coordinator
Date of possession: 05/13/2024
Term of Office: may/25
At Itaúsa S.A., Vicente has been a Member of the Board of Directors (independent member) since May 2021, Coordinator of the Strategy and New Business Committee since May 2021, Member of the Governance and Personnel Committee since May 2021 and Member of the Related Parties Committee since August 2021.
Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021. Member and Vice Chairman of the Board of Directors and Member of the Personnel and ESG committees of CCR S.A. since September 2022 and Member of the Board of Directors of Randon S.A. Implementos e Participações since April 2002 . He was an Effective Member of the Board of Directors of Liquigás Distribuidora S.A. from May 2021 to December 2022.
At McKinsey & Company Inc., he has been an Emeritus Senior Partner since February 2022 and was Senior Partner from 2008 to 2022 and a Leader responsible for the Practice of B2B Companies for Latin America from 2018 to 2021. He was also a Member of the Global Committee of Election of Partners from amongst External Candidates from 2017 to 2022, Member of the Global Committee of Risks Associated with Customer Service from 2016 to 2022, having worked as the partner responsible for the Brazilian Office from 2011 to 2018, Leader responsible for the Practice of Advanced Industries in Latin America from 2012 to 2017, Member of the global task force in charge of improving the firm’s governance from 2015 to 2016, Member of the Global Committee of Partner Assessment from 2009 to 2014, Member of the global task force in charge of reviewing the firm’s values from 2011 to 2012, Leader responsible for the Practice of Operations in Latin America from 2010 to 2012, Partner from 2002 to 2008, Associate Partner and Project Manager and Associate from 1997 to 2002.
Member of the Higher Board of Fundação José Luiz Egydio Setubal since February 2023; Member of the Advisory Board of Generation Brasil since 2020; Member of the Board of the São Paulo Art Museum (MASP) since 2015; Member of the Advisory Board of Brazil’s Wharton Alumni Club since 2016.
He held many positions, including Head of Deep Waters Equipment Development at Petróleo Brasileiro S.A. (Petrobras) from 1985 to 1997 and Member of the Board of the Brazil-Portugal Chamber of Commerce between 2015 and 2022.
He graduated in Civil Engineering from the Universidade Federal de Minas Gerais in 1985, in Petroleum Engineering from Petróleo Brasileiro S.A in 1986 and earned a Master’s degree in Finance from The Wharton School, University of Pennsylvania in 1997.
Patrícia de Moraes
Position: Effective Member
Date of possession: 05/13/2024
Term of Office: may/25
At Itaúsa S.A., Patrícia has been a Member of the Board of Directors (independent member), Coordinator of the Governance and Personnel Committee and Member of the Strategy and New Business Committee since May 2021, and a Member of the Related Parties Committee since August 2021 and of the Audit Committee since August 2022.
She is a Founding Partner, Supervisor and Member of the Investment Committee of Unbox Capital, an investment company that supports the growth of companies by establishing partnerships with entrepreneurs and asset managers.
She has more than 20 years of experience in Investment Banking, having worked in the Mergers & Acquisitions team of J.P. Morgan in New York and São Paulo. She was Head of Investment Banking and Corporate Banking at J.P. Morgan in Brazil, responsible for all relationships and transactions with Brazilian and multinational companies. During her career, she provided advisory services to companies in strategic transactions of mergers, acquisitions and divestments and in capitalizations through debt surveys and IPOs.
She is the Officer of the Mulheres do Brasil (Women of Brazil) Group and was nominated twice for the “Mulheres de Valor” (Valuable Women) award of the Valor newspaper. She serves on the Council of the Program for Finance Studies of the Columbia Business School and on the Columbia University Council in Brazil.
She holds a Bachelor’s degree in Economics from Pontíficia Universidade Católica do Rio de Janeiro, Brazil, and an MBA from Columbia Business School (class of 1995).
Ricardo Villela Marino
Position: Effective Member
Date of possession: 05/13/2024
Term of Office: may/25
At Itaúsa S.A., he has been an Alternate Member of the Board of Directors (non-executive member) since April 2011, Member of the Strategy and New Business Committee since May 2021, Member of the Sustainability Council since June 2019 and was a Member of the Investment Policies Committee from 2008 to 2011.
At the Itaú Unibanco Group, he has been Vice Chairman of the Board of Directors since 2020, having also served as a Member of the Board of Directors (2008 to 2020) and Chairman of the bank’s Latin America Strategic Council since 2018. He has held several positions at the Itaú Unibanco Group since 2002, including Vice President (2010 to 2018).
He was an Alternate Member of the Board of Directors of Dexco S.A. from 2009 to 2018. He was an Alternate Member of the Board of Directors of Itautec S.A. – Itautec Group from 2009 to 2019 and Alternate Member of the Board of Directors of Elekeiroz S.A. from 2009 to 2018.
He holds a Bachelor’s degree in Mechanical Engineering from the Escola Politécnica da Universidade de São Paulo (USP), São Paulo, Brazil, and a Master’s degree in Business Administration from the MIT Sloan School of Management, Cambridge, Massachusetts, United States.
Roberto Egydio Setubal
Position: Effective Member
Date of possession: 05/13/2024
Term of Office: may/25
Roberto has been a member of the Board of Directors (non-executive member) of Itaúsa S.A. since May 2021 and he is also the Vice President.
He has been the Co-Chairman of the Board of Directors of Itaú Unibanco Holding S.A. since 2017. He started his career at Banco Itaú in 1980 and held different positions before he was appointed in 1994 as the CEO of the institution and was in office until April 2008 when he became the CEO of Itaú Unibanco and was in office until 2017.
He is also a Member of the Board of CCR, of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) and of Centro de Lideranças Públicas (Center of Public Leaderships) – CLP.
Between 1994 and 2020, he was a member of the International Monetary Conference, of which he was the Chairman in 2015. From 1997 to 2000, he was the Chairman of the Brazilian Federation of Bank Associations (FEBRABAN) and from 2011 to 2017, he was the Chairman of the Board of this institution. He was a member of the Board of Directors of the Institute of International Finance (IIF), having served as Vice Chairman from 2003 to 2014. Between 2002 and 2008, he was a Member of the International Advisory Committee of the Federal Reserve Bank of New York. In 2011, he was named Banker of the Year by Euromoney magazine. He was a Member of the Board of Directors of Petrobras between 2000 and 2002 and a Member of the Board of Directors of Shell between 2017 and 2020.
He holds a Bachelor’s degree in Production Engineering from Escola Politécnica da Universidade de São Paulo (USP), São Paulo, Brazil, and a Master’s degree in Science Engineering from Stanford University, California, United States.
Rodolfo Villela Marino
Position: Effective Member
Date of possession: 05/13/2024
Term of Office: may/25
Rodolfo Villela has been a Member of the Board of Directors (Executive Member) of Itaúsa S.A. since May 2011, having been an Alternate Member from April 2009 to May 2011. He is Executive Vice President Director since May 2022, having served as Vice President Director from May 2015 to April 2022. He has also been a Member of the Strategy and New Business and Governance and Personnel committees since May 2021; Interim Co-Coordinator of the Sustainability Committee since August 2022 and its Member since May 2021; Coordinator of the Personnel and Ethics Council since April 2017; Member of the Finance Council since April 2017, being a Coordinator since May 2021. He has also been a Member of the Audit and Risks, and of the Investments councils since April 2017, of the Capital Markets Council since May 2009, of the Sustainability Council since June 2019, as well as a Member of the Corporate Governance Council since July 2020.
At Dexco S.A., Mr. Villela has been a Member of the Board of Directors since August 2009 (Alternate Member from July 2024); a Member of the Personnel, Governance and Nomination Committee since May 2020 and of the Finance Committee since December 2021; Chairman of the Sustainability Committee since May 2019 and its Member since November 2009. He was also a Member of the Audit and Risk Management Committee from November 2009 to March 2022.
At Alpargatas S.A., he has been a Member of the Board of Directors since September 2017, and a Member of the Strategy and Personnel committees since October 2017 and of the Statutory Audit Committee since April 2018.
An Alternate Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021, where he served as an Effective Member from December 2020 to April 2021; Member of the Board of Directors of Aegea Saneamento e Participações S.A. since July 2021, and Managing Director of Rudric Ith Participações Ltda. since April 2005.
Mr. Villela has also been the President of Instituto Itaúsa since June 2023; a Member of the Board of Trustees of Fundação Itaú since May 2019; a Member of the Board of Directors of Instituto Unibanco since April 2014; a Member of the Board of Directors of Associação Pró-Dança since September 2019; a Member of the Advisory Council of Sociedade de Cultura Artística since June 2020; a Member of the Board of Directors of the Institute for Studies of Industrial Development (IEDI) since August 2015; a Member of the Governance Council of Todos pela Educação since April 2019; a Member of the Supervisory Board of Instituto Yandeh since August 2017; a Member of the Advisory Council of the Brazilian Tree Institute (IBÁ) since December 2017; a Member of the Young Presidents Organization – YPO/WPO since December 2011; CEO of Associação Comunitária Despertar since April 2020; a Member of the Board of Directors of Todavia Livros since March 2018; a Member of the Board of Directors of Tempo Livre PTE Ltd (“Cariuma”) since December 2017, and a Member of the Board of Directors of Livraria Dois Pontos Comércio Eletrônico S.A. since March 2021.
He holds a Bachelor’s degree in Business Administration from Escola de Administração de Empresas de São Paulo – EASP/FG – Fundação Getulio Vargas – August 1994 to June 1998. He also holds Master’s degrees in Economics and Philosophy – September 2001, and in Development Studies – September 2022, both from the London School of Economics and Political Science (LSE), United Kingdom.
Alfredo Egydio Setubal
Position: Natural Member
Date of possession: 05/13/2024
Term of Office: may/25
At Itaúsa, Alfredo has been CEO and Investor Relations Officer S.A. since 2015 and Member of the Board of Directors since 2008 (executive member).
He has been Chairman of the Board of Directors of Dexco S.A. since 2021 and a Member since April 2015 and Member of the Board of Directors of Itaú Unibanco since 2007, Alpargatas since 2017 and Copa Energia since 2020.
Member of the Superior Committee for Guidance, Nomination and Ethics of the Brazilian Institute of Investor Relations (IBRI) since 2010, having been the Chairman of its Board of Directors from 2000 to 2003. He served as Chairman of the National Association of Investment Banks from 2003 to 2008. He was a Member of the Board of Directors of the Brazilian Association of Listed Companies (ABRASCA) from 1999 to 2017.
He is the Chairman of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) – FIEC. He has been the Chairman of the Decision-Making Council of the São Paulo Art Museum (MASP) since 2015, Member of the Board of Directors of Fundação Bienal de São Paulo since 2009 and Member of the Board of Directors of the São Paulo Museum of Modern Art (MAM) and of the Contemporary Art Institute (IAC).
He holds Bachelor’s and Postgraduate degrees in Business Administration from Fundação Getulio Vargas (FGV), São Paulo, Brazil, with specialization from INSEAD, Fontainebleau, France.
Raul Calfat
Position: Natural Member
Date of possession: 05/13/2024
Term of Office: may/25
Raul Calfat has been Chairman of the Board of Directors (independent member) of Itaúsa S.A. since May 2024 and Member since May 2023; Permanent Member of the Governance and Personnel Committee and the Sustainability Committee since May 2024; Coordinator of the Audit Committee since May 2023; Member of the Strategy and New Business and Related Parties Committees, since May 2023, which in May 2024 became a Permanent Member.
He has been Chairman of the Board of Directors of Aché Laboratórios Farmacêuticos since September 2018, an Independent Member of the Board of Directors of Embraer since April 2017 and he is currently its Vice Chairman, and an Independent Member of China Three Gorges Brasil since January 2021. He was an Independent Member of the Board of Directors of Dexco S.A. from May 2015 to April 2023 and Member of the Board of Hospital Sírio-Libanês from 2015 to 2020.
From January 2014 to April 2019, he was the Chairman of the Board of Directors of Votorantim S.A., from December 2009 to December 2018, he was a Member of the Board of Directors of Fibria Celulose S.A., and from January 2010 to December 2013, he served as CEO of Votorantim Industrial and led the cement, ore and mining, pulp, iron and steel, orange juice and energy departments of the Group. Between 2004 and 2010, he was the General Director of the holding company. Before that, between 1995 and 2003, he was the CEO of Votorantim Celulose e Papel (current Fibria) and CEO of Papel Simão from 1987 to 1992, the company where he started his career as trainee in 1973.
He was the Chairman of the São Paulo Pulp and Paper Association from 1993 to 1995 and Vice President of the Brazilian Pulp and Paper Association (Bracelpa) from 1996 to 2004. He earned a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in 1974 and attended seminars of the International Institute for Management Development (IMD) in Switzerland and in the United States (Harvard, Boston).
Related Parties Committee
The Related Parties Committee was created with de objective of assessing and resolving in advance the feasibility of Related-Party Transactions according to the criteria set forth in the Company’s Transactions with Related Parties Policy.
Edson Carlos De Marchi
Position: Coordinator
Date of possession: 05/13/2024
Term of Office: may/25
At Itaúsa, Edson has been a Member of the Board of Directors (non-executive member) since May 2021, having served as an Alternate Member of the Board of Directors from May 2019 to May 2021, Coordinator of the Related Parties Committee since August 2021 and of the Audit Committee since August 2002 and a Member of the Governance and Personnel, and Sustainability and Risks committees since May 2021.
At Fundação Antonio e Helena Zerrenner Instituição Nacional de Beneficência, he has been a Member of the Board of Directors since May 2018, Executive Officer since July 2012, Coordinator of the Ethics Committee since May 2020 and Member since December 2016, Coordinator of the Governance in Data Protection Committee since November 2020, Coordinator of the Finance and Investments Committee since February 2019 and was a Member of the Advisory Committee from December 2004 to August 2012.
At AMBEV S.A. he was Health and Benefits Vice President from July 2019 to March 2020, Benefits Officer from January 2015 to June 2019, Corporate Relations Officer from June 2011 to December 2014 and Strategic Planning Manager from May 2000 to December 2003; Global Finance and Excise Tax Vice President at Anheuser-Busch InBev from 2009 to 2011 and Member of the Supervisory Board of Instituto de Previdência Privada da AmBev (Ambev Private Pension Institute) – IAPP from January 2004 to July 2007.
He graduated in both Economics and Business Administration from Fundação Armando Álvares Penteado (FAAP) in 1985 and 1986, respectively, and earned a Master’s degree in Business Administration from Universidade de São Paulo (FIA/USP) in 1998.
Patrícia de Moraes
Position: Effective Member
Date of possession: 05/13/2024
Term of Office: may/25
At Itaúsa S.A., Patrícia has been a Member of the Board of Directors (independent member), Coordinator of the Governance and Personnel Committee and Member of the Strategy and New Business Committee since May 2021, and a Member of the Related Parties Committee since August 2021 and of the Audit Committee since August 2022.
She is a Founding Partner, Supervisor and Member of the Investment Committee of Unbox Capital, an investment company that supports the growth of companies by establishing partnerships with entrepreneurs and asset managers.
She has more than 20 years of experience in Investment Banking, having worked in the Mergers & Acquisitions team of J.P. Morgan in New York and São Paulo. She was Head of Investment Banking and Corporate Banking at J.P. Morgan in Brazil, responsible for all relationships and transactions with Brazilian and multinational companies. During her career, she provided advisory services to companies in strategic transactions of mergers, acquisitions and divestments and in capitalizations through debt surveys and IPOs.
She is the Officer of the Mulheres do Brasil (Women of Brazil) Group and was nominated twice for the “Mulheres de Valor” (Valuable Women) award of the Valor newspaper. She serves on the Council of the Program for Finance Studies of the Columbia Business School and on the Columbia University Council in Brazil.
She holds a Bachelor’s degree in Economics from Pontíficia Universidade Católica do Rio de Janeiro, Brazil, and an MBA from Columbia Business School (class of 1995).
Vicente Furletti Assis
Position: membro efetivo
Date of possession: 05/13/2024
Term of Office: may/25
At Itaúsa S.A., Vicente has been a Member of the Board of Directors (independent member) since May 2021, Coordinator of the Strategy and New Business Committee since May 2021, Member of the Governance and Personnel Committee since May 2021 and Member of the Related Parties Committee since August 2021.
Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021. Member and Vice Chairman of the Board of Directors and Member of the Personnel and ESG committees of CCR S.A. since September 2022 and Member of the Board of Directors of Randon S.A. Implementos e Participações since April 2002 . He was an Effective Member of the Board of Directors of Liquigás Distribuidora S.A. from May 2021 to December 2022.
At McKinsey & Company Inc., he has been an Emeritus Senior Partner since February 2022 and was Senior Partner from 2008 to 2022 and a Leader responsible for the Practice of B2B Companies for Latin America from 2018 to 2021. He was also a Member of the Global Committee of Election of Partners from amongst External Candidates from 2017 to 2022, Member of the Global Committee of Risks Associated with Customer Service from 2016 to 2022, having worked as the partner responsible for the Brazilian Office from 2011 to 2018, Leader responsible for the Practice of Advanced Industries in Latin America from 2012 to 2017, Member of the global task force in charge of improving the firm’s governance from 2015 to 2016, Member of the Global Committee of Partner Assessment from 2009 to 2014, Member of the global task force in charge of reviewing the firm’s values from 2011 to 2012, Leader responsible for the Practice of Operations in Latin America from 2010 to 2012, Partner from 2002 to 2008, Associate Partner and Project Manager and Associate from 1997 to 2002.
Member of the Higher Board of Fundação José Luiz Egydio Setubal since February 2023; Member of the Advisory Board of Generation Brasil since 2020; Member of the Board of the São Paulo Art Museum (MASP) since 2015; Member of the Advisory Board of Brazil’s Wharton Alumni Club since 2016.
He held many positions, including Head of Deep Waters Equipment Development at Petróleo Brasileiro S.A. (Petrobras) from 1985 to 1997 and Member of the Board of the Brazil-Portugal Chamber of Commerce between 2015 and 2022.
He graduated in Civil Engineering from the Universidade Federal de Minas Gerais in 1985, in Petroleum Engineering from Petróleo Brasileiro S.A in 1986 and earned a Master’s degree in Finance from The Wharton School, University of Pennsylvania in 1997.
Raul Calfat
Position: Natural Member
Date of possession: 05/13/2024
Term of Office: may/25
Raul Calfat has been Chairman of the Board of Directors (independent member) of Itaúsa S.A. since May 2024 and Member since May 2023; Permanent Member of the Governance and Personnel Committee and the Sustainability Committee since May 2024; Coordinator of the Audit Committee since May 2023; Member of the Strategy and New Business and Related Parties Committees, since May 2023, which in May 2024 became a Permanent Member.
He has been Chairman of the Board of Directors of Aché Laboratórios Farmacêuticos since September 2018, an Independent Member of the Board of Directors of Embraer since April 2017 and he is currently its Vice Chairman, and an Independent Member of China Three Gorges Brasil since January 2021. He was an Independent Member of the Board of Directors of Dexco S.A. from May 2015 to April 2023 and Member of the Board of Hospital Sírio-Libanês from 2015 to 2020.
From January 2014 to April 2019, he was the Chairman of the Board of Directors of Votorantim S.A., from December 2009 to December 2018, he was a Member of the Board of Directors of Fibria Celulose S.A., and from January 2010 to December 2013, he served as CEO of Votorantim Industrial and led the cement, ore and mining, pulp, iron and steel, orange juice and energy departments of the Group. Between 2004 and 2010, he was the General Director of the holding company. Before that, between 1995 and 2003, he was the CEO of Votorantim Celulose e Papel (current Fibria) and CEO of Papel Simão from 1987 to 1992, the company where he started his career as trainee in 1973.
He was the Chairman of the São Paulo Pulp and Paper Association from 1993 to 1995 and Vice President of the Brazilian Pulp and Paper Association (Bracelpa) from 1996 to 2004. He earned a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in 1974 and attended seminars of the International Institute for Management Development (IMD) in Switzerland and in the United States (Harvard, Boston).
Audit Committee
The Audit Committee was created with the objective of strengthening Itaúsa’s governance and addressing specific issues related to the topic within the scope of the Board of Directors.
Raul Calfat
Position: Coordinator
Date of possession: 05/13/2024
Term of Office: may/25
Raul Calfat has been Chairman of the Board of Directors (independent member) of Itaúsa S.A. since May 2024 and Member since May 2023; Permanent Member of the Governance and Personnel Committee and the Sustainability Committee since May 2024; Coordinator of the Audit Committee since May 2023; Member of the Strategy and New Business and Related Parties Committees, since May 2023, which in May 2024 became a Permanent Member.
He has been Chairman of the Board of Directors of Aché Laboratórios Farmacêuticos since September 2018, an Independent Member of the Board of Directors of Embraer since April 2017 and he is currently its Vice Chairman, and an Independent Member of China Three Gorges Brasil since January 2021. He was an Independent Member of the Board of Directors of Dexco S.A. from May 2015 to April 2023 and Member of the Board of Hospital Sírio-Libanês from 2015 to 2020.
From January 2014 to April 2019, he was the Chairman of the Board of Directors of Votorantim S.A., from December 2009 to December 2018, he was a Member of the Board of Directors of Fibria Celulose S.A., and from January 2010 to December 2013, he served as CEO of Votorantim Industrial and led the cement, ore and mining, pulp, iron and steel, orange juice and energy departments of the Group. Between 2004 and 2010, he was the General Director of the holding company. Before that, between 1995 and 2003, he was the CEO of Votorantim Celulose e Papel (current Fibria) and CEO of Papel Simão from 1987 to 1992, the company where he started his career as trainee in 1973.
He was the Chairman of the São Paulo Pulp and Paper Association from 1993 to 1995 and Vice President of the Brazilian Pulp and Paper Association (Bracelpa) from 1996 to 2004. He earned a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in 1974 and attended seminars of the International Institute for Management Development (IMD) in Switzerland and in the United States (Harvard, Boston).
Marco Antonio Antunes
Position: Effective Member
Date of possession: 05/13/2024
Term of Office: may/25
Marco has been a Member of the Audit Committee of Itaúsa S.A. since May 2023 and has more than 38 years of experience in finance at financial institutions.
He has been a Member of the Board of Directors of Banco BMG since November 2021, having served as Vice President of Risks and Finance from January 2020 to March 2022 and as CEO from September 2017 to December 2019. At Itaú Unibanco Holding S.A., Mr. Antunes was Accounting Officer from July 1999 to May 2012 and at Banco Itaú S.A., he was Superintendent of Managerial Information from May 1997 to June 1999, Manager of Costs and Budgets from January 1992 to April 1997, Supervisor from February 1989 to March 1992 and Analyst from May 1984 to January 1989. He was also a Metallurgical Engineer at Phoenix do Brasil Ltda. from January 1983 to May 1984. He holds a Bachelor’s degree in Metallurgical Engineering from Universidade Presbiteriana Mackenzie and has a specialization degree in Finance and Accounting from Universidade de São Paulo.
Isabel Cristina Lopes
Position: Effective Member - Specialist
Date of possession: 05/13/2024
Term of Office: may/25
Isabel has been a Specialist Member of the Audit Committee of Itaúsa S.A. since May 2023. She was a Member of the Supervisory Board of Dexco S.A. from April 2022 to April 2023. Mrs. Lopes has been a Statutory Member of the Audit Committee of Banco Original since September 2019. She has been a Professor and Advisor at FIPECAFI since May 2017 and also Professor and Advisor at FBM Educação. She has been an Officer at BIP Brasil – Financial Services since July 2016. She holds a Postgraduate degree in Controllership and Accounting from FEA-USP, a Masters degree from FECAP and an Executive MBA degree in Managing in The Global Economy from the Business School of São Paulo and the University of Toronto. She also holds a Postgraduate degree in Financial and Accounting Administration and a Bachelor’s degree in Economics from FAAP.
Board of Officers
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.
Alfredo Egydio Setubal
Position: CEO and Investor Relations Officer
Date of possession: 05/13/2024
Term of Office: may/25
At Itaúsa, Alfredo has been CEO and Investor Relations Officer S.A. since 2015 and Member of the Board of Directors since 2008 (executive member).
He has been Chairman of the Board of Directors of Dexco S.A. since 2021 and a Member since April 2015 and Member of the Board of Directors of Itaú Unibanco since 2007, Alpargatas since 2017 and Copa Energia since 2020.
Member of the Superior Committee for Guidance, Nomination and Ethics of the Brazilian Institute of Investor Relations (IBRI) since 2010, having been the Chairman of its Board of Directors from 2000 to 2003. He served as Chairman of the National Association of Investment Banks from 2003 to 2008. He was a Member of the Board of Directors of the Brazilian Association of Listed Companies (ABRASCA) from 1999 to 2017.
He is the Chairman of the Board of Trustees of Fundação Itaú para Educação e Cultura (Itaú Foundation for Education and Culture) – FIEC. He has been the Chairman of the Decision-Making Council of the São Paulo Art Museum (MASP) since 2015, Member of the Board of Directors of Fundação Bienal de São Paulo since 2009 and Member of the Board of Directors of the São Paulo Museum of Modern Art (MAM) and of the Contemporary Art Institute (IAC).
He holds Bachelor’s and Postgraduate degrees in Business Administration from Fundação Getulio Vargas (FGV), São Paulo, Brazil, with specialization from INSEAD, Fontainebleau, France.
Alfredo Egydio Arruda Villela Filho
Position: Executive Vice President
Date of possession: 05/13/2024
Term of Office: may/25
At Itaúsa S.A., Alfredo Egydio Villela has been Executive Director Vice President since May 2022, having been Director Vice President from February 2018 to April 2022. He was a Member of the Board of Directors from August 1995 to April 2017, having been Chairman from May 2015 to April 2017 and Vice Chairman from May 2011 to May 2015. He was CEO from September 2009 to May 2015, Chairman of the Disclosure and Trading Committee from April 2005 to May 2015 and Chairman of the Investment Policies Committee and Member of the Accounting Policies Committee from August 2008 to April 2011.
He has been a Member of the Board of Directors of Dexco S.A. since 1996 and Vice Chairman of the Board of Directors since August 2008. He has been a Member of the IT and Digital Innovation Committee since May 2017 and a Member of the Personnel, Corporate Governance and Nomination Committee since November 2009.
At Itaú Unibanco Holding S.A., he was Vice Chairman of the Board of Directors from March 2003 to April 2017, Member of the Disclosure and Trading Committee from May 2005 to July 2015, Member of the Nomination and Corporate Governance Committee from June 2009 to April 2017, Member of the Compensation Committee from February 2011 to May 2017 and Member of the Accounting Policies Committee from May 2008 to April 2009.
He has been an Officer at the Alana Institute since February 1998, at Alpe Intermediações de Negócios S.A. since August 2017 and at Yandeh S/A since December 2016.
At Itautec S.A. – Itautec Group, he served as a Member of the Board of Directors from April 1997 to April 2017, having been its Vice Chairman from January 2010 to April 2017, Chairman from April 2009 to January 2010 and Vice Chairman from April 1997 to April 2009. At Elekeiroz S.A., he was a Member of the Board of Directors from April 2004 to April 2010, having been its Chairman from April 2009 to November 2009 and Vice Chairman from April 2004 to April 2009 and from November 2009 to April 2010.
Bachelor’s degree in Mechanical Engineering from the Mauá Engineering School of the Instituto Mauá de Tecnologia in 1992 and Postgraduate degree in Business Administration from Fundação Getulio Vargas.
Ricardo Egydio Setubal
Position: Executive Vice President
Date of possession: 05/13/2024
Term of Office: may/25
At Itaúsa S.A., Ricardo Setubal has been an Alternate Member of the Board of Directors (executive member) since April 2009, Executive Director Vice President since May 2022 and was Director Vice President from May 2021 to April 2022. He has also been a Member of the Governance and Personnel Committee since May 2021 and of the Audit Committee since August 2022, Acting Co-Coordinator of the Sustainability and Risks Committee since August 2022 and Member since May 2021, Member of the Audit and Risks Council since April 2017, Member of the Capital Markets Council since May 2009 and of the Finance, Investments, and Personnel and Ethics councils since April 2017, Member of the Audit and Risks Council since April 2017 and of the Corporate Governance Council since July 2020, Member of the Sustainability Council since June 2019 and Member of the Investment Policies Committee from August 2008 to May 2010.
At Dexco S.A., he has been a Member of the Board of Directors since April 2008 and was Vice Chairman of the Board of Directors from April 2009 to April 2017. He has also been a Member of the Sustainability Committee since April 2018, Member of the Disclosure and Trading Committee since May 2020, and he was a Member of the Personnel, Governance and Nomination Committee from November 2009 to May 2020 and a Member of the Audit and Risk Management Committee from November 2009 to March 2022.
At Itautec S.A. – Itautec Group, he was Chairman of the Board of Directors from February 2010 to August 2019, Alternate Member from April 2009 to January 2010 and Effective Member from April 1999 to April 2008. He was also a Member of the Disclosure Committee from September 2010 to August 2019, Executive Director Vice President from April 1999 to January 2010 and Member of the Audit and Risk Management, Strategy, and Personnel and Governance committees from September 2010 to January 2015.
At the Brazilian Institute of Corporate Governance (IBGC), he was a Member of the Board of Directors from March 2014 to March 2019, Vice Chairman from March 2016 to March 2018 and Chairman from March 2018 to March 2019.
He graduated in Law from Universidade de São Paulo (USP) in 1988 and earned a Bachelor’s degree in Business Administration from Fundação Getulio Vargas (FGV) in 1984 and a specialization (PMD 69) from Harvard University in 1995.
Rodolfo Villela Marino
Position: Executive Vice President
Date of possession: 05/13/2024
Term of Office: may/25
Rodolfo Villela has been a Member of the Board of Directors (Executive Member) of Itaúsa S.A. since May 2011, having been an Alternate Member from April 2009 to May 2011. He is Executive Vice President Director since May 2022, having served as Vice President Director from May 2015 to April 2022. He has also been a Member of the Strategy and New Business and Governance and Personnel committees since May 2021; Interim Co-Coordinator of the Sustainability Committee since August 2022 and its Member since May 2021; Coordinator of the Personnel and Ethics Council since April 2017; Member of the Finance Council since April 2017, being a Coordinator since May 2021. He has also been a Member of the Audit and Risks, and of the Investments councils since April 2017, of the Capital Markets Council since May 2009, of the Sustainability Council since June 2019, as well as a Member of the Corporate Governance Council since July 2020.
At Dexco S.A., Mr. Villela has been a Member of the Board of Directors since August 2009 (Alternate Member from July 2024); a Member of the Personnel, Governance and Nomination Committee since May 2020 and of the Finance Committee since December 2021; Chairman of the Sustainability Committee since May 2019 and its Member since November 2009. He was also a Member of the Audit and Risk Management Committee from November 2009 to March 2022.
At Alpargatas S.A., he has been a Member of the Board of Directors since September 2017, and a Member of the Strategy and Personnel committees since October 2017 and of the Statutory Audit Committee since April 2018.
An Alternate Member of the Board of Directors of Copa Energia Distribuidora de Gás S.A. since May 2021, where he served as an Effective Member from December 2020 to April 2021; Member of the Board of Directors of Aegea Saneamento e Participações S.A. since July 2021, and Managing Director of Rudric Ith Participações Ltda. since April 2005.
Mr. Villela has also been the President of Instituto Itaúsa since June 2023; a Member of the Board of Trustees of Fundação Itaú since May 2019; a Member of the Board of Directors of Instituto Unibanco since April 2014; a Member of the Board of Directors of Associação Pró-Dança since September 2019; a Member of the Advisory Council of Sociedade de Cultura Artística since June 2020; a Member of the Board of Directors of the Institute for Studies of Industrial Development (IEDI) since August 2015; a Member of the Governance Council of Todos pela Educação since April 2019; a Member of the Supervisory Council of Instituto Yandeh since August 2017; a Member of the Advisory Council of the Brazilian Tree Institute (IBÁ) since December 2017; a Member of the Young Presidents Organization – YPO/WPO since December 2011; CEO of Associação Comunitária Despertar since April 2020; a Member of the Board of Directors of Todavia Livros since March 2018; a Member of the Board of Directors of Tempo Livre PTE Ltd (“Cariuma”) since December 2017, and a Member of the Board of Directors of Livraria Dois Pontos Comércio Eletrônico S.A. since March 2021.
He holds a Bachelor’s degree in Business Administration from Escola de Administração de Empresas de São Paulo – EASP/FG – Fundação Getulio Vargas – August 1994 to June 1998. He also holds Master’s degrees in Economics and Philosophy – September 2001, and in Development Studies – September 2022, both from the London School of Economics and Political Science (LSE), United Kingdom.
Frederico de Souza Queiroz Pascowitch
Position: New Business Officer
Date of possession: 05/13/2024
Term of Office: may/25
Frederico Pascowitch is Managing Director of Itaúsa S.A., since September 2019, Member of the Audit and Risks, and Investment Councils since April 2017, of Corporate Governance since July 2020 and of Sustainability since May 2023; and Investment Consultant from February 2016 to April 2017. He has been an Alternate Member of the Board of Directors of Nova Transportadora do Sudeste S.A. – NTS since April 2017. At Alpargatas S.A. he has been a member of the Finance Committee since September 2017. He was Managing Director of Itaúsa Empreendimentos S.A. from May 2017 to August 2019. Member of the Advisory Board of Wise Plásticos S.A. since August 2019; Gávea Investimentos: Partner from 2008 to 2015; Energisa: member of the Board of Directors; Cell Site Solutuions: member of the Board of Directors; Monitoring of various portfolio assets such as: Unidas, Azul Linhas Aéreas, Paschoalotto, Time for Fun, Arcos Dorados, among others.
Academic background: Graduated in Business Administration in 2005 from Insper.
Maria Fernanda Ribas Caramuru
Position: Compliance and Corporate Risks Officer
Date of possession: 05/13/2024
Term of Office: may/25
Maria Fernanda has been Managing Director of Itaúsa S.A. since September 2019, a member of the Capital Markets, Audit and Risk Councils since April 2017, Corporate Governance since July 2020, Investment since May 2021 and Sustainability since May 2023. She was Managing Director of Itaúsa Empreendimentos S.A. from September 2016 to August 2019, having been, from August 2013 to August 2016, a consulting lawyer advising the new business area and on all other legal issues involving the company or legal issues of its subsidiaries in the industrial area that were relevant to the company, a role she continued to perform at the company, along with issues related to compliance and corporate risks. At Itaú Unibanco S.A., she was a lawyer from October 2000 to July 2013, advising on contractual and corporate law, especially on contracts and corporate issues related to mergers and acquisitions, strategic partnerships, corporate restructurings, among others. She has been a Director of Itautec S.A. – Grupo Itautec since September 2016.
Academic background: Graduated in Law from the Pontifical Catholic University of São Paulo (PUC/SP) in 1996, with a Specialization in Business Law from the Pontifical Catholic University of São Paulo (PUC-SP) (1999-2000), LL.M. (Master of Laws) from Columbia University School of Law (New York, NY) in 2004 and MBA from Columbia University Business School (New York, NY) (2008-2009).
Priscila Grecco Toledo
Position: Management and Finance Officer
Date of possession: 05/13/2024
Term of Office: may/25
Priscila Grecco is Managing Director of Itaúsa S.A., since September 2019, Member of the Capital Markets Council since August/2017, Audit and Risks, Finance, and Investment since April 2017, Corporate Governance since July 2020 and Sustainability since May 2023. She has been a Director of Itautec S.A. – Grupo Itautec since April/2017, having been Investor Relations Director from April 2017 to August 2019, and a Member of the Disclosure Committee from April 2017 to August 2019. She was Director of New Business at Itaúsa Empreendimentos S.A. from June 2013 to May 2017 and Director of Administration and Finance from June 2017 to August 2019. She has more than 20 years of experience in the areas of Finance, Auditing and Mergers & Acquisitions, working in large companies such as Banco Citibank S.A., KPMG Auditores Independentes and Itaú Unibanco Holding Financeira S.A. She worked in the area of Proprietary M&A at Itaú Unibanco Holding Financeira S.A. from December 2003 to May 2013, having last held the position of Superintendent of Mergers and Acquisitions.
Academic background: Bachelor’s degree in Accounting from PUC-SP, MBA in Financial and Risk Management from FIPECAFI/USP, postgraduate degree in Business Economics from FGV, specialization for executives at Harvard Business School (Program for Leadership Levelopment) and holder of the Executive Certificate in Management and Leadership from the MIT Sloan School of Management.
Board of Officers Advisory Councils
Itaúsa’s Board of Officers counts on the advisory of seven non-statutory councils, composed of managers of the Company, external members and specialists. The members of these councils 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.
Capital Markets Council
The Capital Markets Council reports directly to the Board of Directors and is composed of the Investor Relations Officer in addition to other two to ten people annually appointed by the Board of Directors from among the members of the Board itself, the Board of Officers or also professionals from their subsidiaries.
The Council is mainly engaged in managing our disclosure and trading policies, and it is incumbent upon it to also advise the Investor Relations Officer, continuously assess the procedures that must be observed in the disclosure of a material act or fact and in the maintenance of confidentiality of this information, and disclose and share these policies, among other duties.
Corporate Governance Council
The Corporate Governance Council was created in 2020, with the primary function of monitoring trends and market benchmarks, including internationally recognized best practices, and new regulations related to corporate governance. Its creation reinforces the Company’s integrity and compliance management, in a continuous process of reviewing and updating the internal Corporate Governance Policy.
The Corporate Governance Council participates in internal discussions on topics such as diversity, equity and social responsibility, in addition to providing subsidies for the dissemination of high standards and good governance practices among the portfolio companies.
Finance Council
It reviews and recommends the approval of financial statements to the Board of Directors, proposes allocation of net income for the year and distribution of earnings to stockholders, defines a proper liquidity level, approves annual budgets, analyze funding options, monitors investees’ financial leverage, and proposes share buyback and allocation of investments.
Sustainability Council
Set up in 2019, it is aimed at guiding the operations of the companies in which Itaúsa make investments by defining major social and environmental management guidelines and identifying opportunities to improve the social impact of its actions.
Its impact is felt through its participation in governance bodies, boards and committees of investees.
Investments Council
It defines the main guidelines for prospecting new investment opportunities, assesses Itaúsa’s stance before business opportunities, analyzes and discusses due diligence outcomes, defines financial, contractual and governance conditions for completing a given acquisition, and discusses the investees’ strategic issues.
Audit and Risk Council
It defines the main risk control and management guidelines, in line with the appetite risk established by the Board of Directors, approves the risk management process methodology and, based on the work developed by the Compliance and Corporate Risk department and the outsourced internal auditors, analyzes the issues raised and the action plans to be adopted to mitigate any identified risks, determines guidelines, and works together with the Compliance and Corporate Risk department in the management of the Company’s compliance and risks.
Personnel and Ethics Council
It defines the main guidelines related to people policies, assesses the content of Itaúsa’s Code of Conduct and resolves on its improvement, and analyzes the Reporting Channel indicators, the work carried out and any significant misconduct developments.