Governance Structure

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

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

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

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

As provided for in the Bylaws, the Board of Directors is composed of 3 to 10 effective members, elected by the General Stockholders’ Meeting, and will have one Chairman and from one to three Vice Chairmen chosen by the Board Members, and it is incumbent upon the General Stockholders’ Meeting to previously establish the number of members that will compose this body. Bylaws also set forth that no officers aged over 75 will be elected.

The Advisory Board, an advisory body, has technical functions and reports directly to the Board of Directors, and its recommendations are not binding. The purpose of the Advisory Board is to assist the Board of Directors in matters in which it is requested to comment.

The Advisory Board is responsible for advising or expressing its opinion on any issues and matters submitted to it by the Board of Directors for decision-making purposes, whenever requested by said body or by the Itaúsa Board of Officers. The Board of Directors or the Board of Officers, depending on the case, may consult one or more members of the Advisory Board, as necessary, and the response to this consultation will not represent a recommendation from the Advisory Board.

The members of the Advisory Board may participate, without voting rights, in the meetings of the Board of Directors, when invited by the Chairman of the Board of Directors, and in the meetings of the committees, when invited by their respective coordinators.

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

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

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

Members of the Board of Directors may be appointed to compose up to one-third of the Board of Officers’s positions. However, in line with good corporate governance practices, the positions of Chairman of the Board of Directors and Chief Executive Officer (or the company’s main executive) may not be concurrently held by the same person. Bylaws also set forth that no officers aged over 70 will be elected.

Itaúsa’s  Board counts on the advisory of seven non-statutory councils, composed of managers of the Company, external members and specialists. The members of these committees hold one-year terms of office, which may be renewed, and remain in office until the first meeting of the Board of Directors that elects the Board of Officers.