sign in sign up
<<
Home , Conglomerate (company)

Corporate and Sustainability Governance

Our governance structure

The main goal of our Corporate As of 2019, our Sustainability Committee Governance is to create an efficient set was renamed to the Positive Impact Through a consolidated of incentive and monitoring mechanisms Committee to ensure consistency to ensure that members between projects, the measurement and governance structure are always aligned with our stockholders’ evolution of the impact of commitments, that is integrated into best interests in a sustainable way. bringing together those responsible to our , we ensure the evolution of this agenda. To this end, we have set up decision- have incorporated making bodies and institutionalized The new format ratifies our culture by sustainability into our procedures to align management with increasing the sustainability guidelines strategy, which makes our meritocratic, performance-focused on other committees, represented by it possible to internalize and long-term value-creation culture. the sponsors of each commitment to the related committee. social, environmental As follows, we present the three main and economic issues and pillars of our Our management bodies are trends in our operations. structure and our sustainability structured to ensure that matters are governance forums. broadly discussed and that decisions are made on a collective basis. The information as follows presents its main functions and compositions.

16 INTEGRATED ANNUAL REPORT 2019 ITAÚ UNIBANCO The three main pillars of our Our sustainability governance structure Corporate Governance structure Board level

IUPAR Frequency: annual (Itaú Unibanco Participações) Strategy Committee Alignment and union among stockholders; Family Members of the Board Members of the Board of Directors Group's vision, mission and values; control of Directors Significant ; With a Performance evaluation and admission of long-term family members; and strategic vision Executive level Discussion and approval of the Frequency: semi-annual long-term strategy. Superior Ethics and Sustainability Committee Itaú Unibanco’s Members of the Board of Directors Executive Committee

Definition and monitoring of the Value Officers level 's strategy; creation Frequency: semi-annual Mergers and acquisitions; Strategy Monitoring of the definition Positive Impact Executive Committee's performance; Committee Nomination of executive officers (meritocracy); Officers of departments involved in the Budget approval; sustainability agenda Definition and supervision of risk appetite and policies relating to the use of capital; Definition and monitoring of incentive and Operational level compensation models and goal setting; Supervision of the technologies strategy; Definition of meritocracy policies; and operation supervision. Working groups Executive members of departments involved in the sustainability agenda

Executive Committee

Implementation of Board of Director's Professional guidelines and goals; management Business operation and strategies for Implementation products and segments; of strategy and Ensure better allocation and management of day-to-day In 2019, our Sustainability financial, operational and ; management Monitoring of market, credit and operational Committee was renamed risks; and as the Positive Impact Committee. Operate the bank in the pursue of value creation.

At the Annual and Extraordinary General occasion, the reelection of all the other Loyola, João Moreira Salles, José Galló, Stockholders' Meeting held in April 2020, members was approved, as follows: Marco Ambrogio Crespi Bonomi, Pedro Frederico Trajano Inácio Rodrigues was Alfredo Egydio Setubal, Ana Lúcia de Luiz Bodin de Moraes, Pedro Moreira elected(1) the new independent member Mattos Barretto Villela, Fábio Colletti Salles, Ricardo Villela Marino, and Roberto of the Board of Directors. On the same Barbosa, Gustavo Jorge Laboissière Egydio Setubal.

(1) Pending of 's approval.

17 INTEGRATED ANNUAL REPORT 2019 ITAÚ UNIBANCO Management bodies

Function ComposiçãoComposition

The company's supreme body that brings The Annual Stockholders' Meeting is open on stockholders together, either on an ordinary or first call with the attendance of stockholders extraordinary basis, through a call notice as set General representing at least 25% of voting capital. Any forth by law. Stockholders’ amendments to the Bylaws should be resolved on Meeting Annual General Stockholders' Meeting: it is held at an Extraordinary Stockholders' Meeting, which in the first four-month period of each year, to will be open on first call with the attendance of review, discuss and vote the financial statements stockholders representing at least two thirds of the submitted by management, resolve on the allocation voting capital. of net income for the year, payout of and Our meetings are held with a quorum representing election of members to the Board of Directors and approximately 90% of our voting capital. the Fiscal Council.

Extraordinary General Stockholders' Meeting: it is held when convened to resolve on key matters that are not the exclusive responsibility of the Annual General Stockholders' Meeting.

A body operating independently from It is composed of three to five members elected Management, our external auditors and the audit annually by our stockholders, one of whom by Fiscal Committee. It supervises the activities of our minority preferred stockholders. Council Management, reviews and opines on our financial statements for the year ended, among other duties established by Brazilian law.

It is responsible for setting out our general It is composed of 12 members, all non-executive, business guidelines, including for our and of whom six are deemed independent(1) (50%). Board of , and holds ordinary meetings eight The turnover of the Board member is carried out in Directors times per year and extraordinary meetings accordance withour bylaws, which provide for the whenever necessary. ineligibility of persons who have reached the age of 70. Members are elected annually by our stockholders.

It implements the guidelines proposed by the It is composed of five to 30 members, including Chief Board of Directors. Officers manage our daily Executive Officer, Senior Vice-President, Director Board of business activities, ensuring the best allocation Vice-President, Executive Officer and Officer, in Officers and management of funds to accomplish the goals conformity with the guidelines set out by the Board we have set. of Directors for filling these positions. Members are elected annually by the Board of Directors. Each member elected to our Board of Officers must be approved by the Central Bank of Brazil. According to Brazilian law, an acting officer retains their position until they are reelected or a successor takes office.

Committee responsible for: It is composed of: Managing the Policy for the Disclosure of Material Members of the Board of Directors; Disclosure Information and the de Policy for Trading Itaú Unibanco Members of the Board of Officers of Itaú Unibanco Holding and Trading Holding S.A. Securities; or any other Itaú Unibanco Conglomerate company; Committee Carrying out internal actions intended to improvethe Professionals of proven knowledge in the capital information flow; markets area; and Promoting the ethical conduct of our management Investor Relations Officer (a permanent member of members and employees; and the Committee). Ensuring transparency, quality, equality and security of the information provided to our stockholders, investors and other players.

(1) An independent member is characterized as a person that has neither a commercial relationship nor any other relationship with the Company, with a company under the same control, with a stockholder, part of the controlling group or with a member of the management body which could (i) result in a conflict of interests or (ii) affect their capacity and impartiality of analysis and point of view. The following members are considered independent members: Fábio Colletti Barbosa, Frederico Trajano Inácio, Gustavo Jorge Laboissière Loyola, José Galló, Marco Ambrogio Crespi Bonomi, and Pedro Luiz Bodin de Moraes.

18 INTEGRATED ANNUAL REPORT 2019 ITAÚ UNIBANCO Our Management bodies consist of the following committees:

In January 2019, we announced the creation of the Social Responsibility Committee, Stockholder's which reports to the Board of Directors with the scope of defining strategies to Meeting strengthen our corporate social responsibility and to monitor the performance of its social institutions, as well as the initiatives carried out directly by us. Fiscal Council

Independent Board of Auditors Directors

Related- Nomination Risk and Social LATAM Digital Audit People Strategy Compensation Party and Corporate Capital Mgt Responsibility Strategic Advisory Committee Committee Committee Committee Committee Governance Committee Committee Council Board Since 2004 Since 2009 Since 2009 Since 2011 Since 2013 Since 2009 Since 2009 Since 2019 Since 2018 Since 2017

Internal Board of Audit Officers

Disclosure Advisory boards and Trading Statutory committees Committee Non-statutory committees

Learn more about our executives' experience.

19 INTEGRATED ANNUAL REPORT 2019 ITAÚ UNIBANCO Aiming at integrating sustainability into our actions, we present the committees that take care of socio-environmental issues, diversity and social investment:

Social-environmetal committees bodies

Function ComposiçãoComposition

Resolving on how the institution understands issues Composed of officers of the Environmental concerning its exposure to the E&S risk, recommending Risk, Compliance, Legal, and and Social Risk roles and responsibilities for E&S management; resolving Sustainability departments, Committee on cases of noncompliance with E&S management policies and the professionals in charge G4-DMA and procedures; and, if applicable, submitting any related of other departments may be Product portfolio noncompliance cases to applicable forums. called according to the mattes (former FS2) to be resolved.

Debating projects, presenting trends, building , Consisting of one member Advisory and discussing the bank’s progress in the diversity agenda. It of our Board of Directors and Committee meets bimonthly and gathers managers and specialists who prominent persons in on Diversity work in civil society to promote the pillars of race, gender, the matter. LGBT+, and disabled people, thus fulfilling the mission of keeping the institutional discussion up-to-date.

Making strategic decisions on Itaú Composed of the President, Unibanco’s private social investments, Strategic Vice-Presidents, Officers and as well as managing the risks Committee on Superintendents of all our associated with the foundations, Foundations foundations and institutes. and Institutions institutes and associations.

20 INTEGRATED ANNUAL REPORT 2019 ITAÚ UNIBANCO Executive Committee

Candido Botelho Bracher President and CEO

André Sapoznik Caio Ibrahim David Claudia Politanski Márcio de Andrade Milton Maluhy Filho Vice-President Wholesale Senior Vice- Vice-President Schettini Executive Vice-President, IT and Operations President (Diretor-Geral) Legal and Senior CFO and CRO Human Resources Vice-President (Diretor-Geral)

Our Executive Committee is composed of one President, two Senior Vice-Presidents (Diretores-Gerais) and three Vice-Presidents.

In 2019, we introduced changes in our Executive Committee:

Caio Ibrahim David became the Chief Wholesale Officer.

Milton Maluhy assumed the position of Executive Vice-President, CFO and CRO, and joined the Executive Committee.

Our Executive Committee is responsible for carrying out our product and business strategies and implementing the guidelines proposed by the Board of Directors.

21 INTEGRATED ANNUAL REPORT 2019 ITAÚ UNIBANCO Our policies and internal charters GRI 102-25

We adopt policies in order to formalize and consolidate existing structures to protect the interests of our employees, management members and stockholders, as well as to promote our culture and values.

We run our business business in an ethical and transparent approach, preventing and fighting fraud and illegal acts, Policy for the Nomination of Members of the Board thus ensuring our business sustainability. Below we present the main regulations related to our Corporate Governance, of Directors, Committees Reporting to the Board of including our Bylaws, both approved by our Board of Directors. Directors and the Executive Board Establishes minimum requirements for the nomination of members to the Board of Directors, Board of Directors Policy for Trading Itaú Unibanco S.A. Securities Corporate Prevention Policy committees and our Board of Officers. Establishes guidelines and procedures to be followed This policy is one of the components of the Integrity and by us and bound persons, to ensure transparency in the Ethics Program and aims to strengthen Itaú Unibanco com- Corporate Conduct, Integrity and Ethics Policy trading of our securities by all interested parties, without mitment in preventing and fighting off corruption in all of its Establishes additional guidelines to our Code of Ethics related privileging some to the detriment of others. forms. It establishes guidelines and procedures for prevent- to the Integrity and Ethics Corporate Program, including ing and combating corruption, such as training, communi- conflicts of interest and ethical dilemmas situations. cation, and channels of doubt and claims, procedures aimed Relationship Policy with Public Officials and at avoiding conflicts of interest in relations with our stake- Contracting with Bodies, Entities and holders (customers, suppliers, partners, non-profit entities, Internal Charters of Public Administration among others) in the public and private sectors. We have internal charters that regulate the operation of our Guides our relationships with public officials and public Board of Directors, Board of Directors Committees, Board Management Members’ Compensation Policy entities with respect to our institutional interests and the of Officers and Fiscal Council, in conformity with applicable financial system in general, in an organized manner. Aimed at attracting, retaining and rewarding, in a legislation and best Corporate Governance practices. meritocratic way, the deliveries made by management Corporate Governance Policy members, in addition to encouraging them to keep Code of Ethics prudent levels of risk exposure in the -, medium- Consolidates the Corporate Governance principles and Applies to all of our employees, members of the Board of and long-term strategies in the conduct of its business, practices adopted by us so that they can be disseminated Directors and officers and is based on principles that support in accordance with the interests of stockholders and throughout our Company. an focused on the enhancement of the ’s culture, so that the Itaú Unibanco people, strict compliance with rules and regulations and Conglomerate can achieve sustainable results. continuous development. Corporate Policy and Procedure Disclosure Transactions with Related Parties of Material Information Bylaws Establishes rules and consolidates procedures to be Addresses the public disclosure of material information followed in related party transactions, ensuring equality Establish our principles and rules of operations, such as the and the requirement to keep such information and transparency and as such, ensuring stockholders, definition of our corporate purpose, composition of capital stock, confidential until disclosed in accordance with investors and other stakeholders that we are in responsibilities of statutory bodies, appropriation of net income, applicable rules. compliance with best Corporate Governance policies. and our listing segment in stock exchanges, among others.

22 INTEGRATED ANNUAL REPORT 2019 ITAÚ UNIBANCO Our practices

We present below the main Corporate Governance practices adopted by the bank in the past few years: 2001 Stock Option Plan 2003 2007 1997 Level I of Election of Certification under Level III Corporate Independent Section 404 of ADR Program Governance of B3 Board Members Sarbanes-Oxley Act

2009 1968 1999 2002 2005 2017 Strategy Committee Shares traded APIMEC meetings Disclosure Trading Committee Policy for Nomination on B3 Inclusion in the Committee and Policy Capital and Risk of Executives: at least Dow Jones and Policy Inclusion in Management 30% of independent Sustainability Index the Corporate Committee members in the Sustainability Index Nomination and Board of Directors Corporate Governance 2012 2013 Inclusion in the 2019 Committee Digital Related-Party Bloomberg’s Gender Creation of Social People Committee Meeting Committee Equality Index Responsibility Committee 2008 Merger 2010 2011 2015 2018 2020 Partners’ and Voluntary adherence Inclusion in the 21 years on the NYSE Disclosure of the 2006 Associates to the Abrasca’s Code Sustainability Vigeo 10 years of merger Management 2001 2004 Certification of the Program Self-regulation and Good Index – EIRIS between Itaú Members' 1999 Level I of Corporate section 404 of the Practices of Publicly-Held Emerging 70 and Unibanco Compensation Policy Inclusion in Governance on B3 Set-up of Sarbanes-Oxley Act Companies New management 1995 the Dow Jones Election of the Internal Charter 2008 Compensation Committee structure of Itaú Stock Sustainability independent Reinvestment of the Board of Unibanco Holding Corporate Option Plan Index members Program Directors Governance Policy

1944 1996 2000 2002 2005 2007 Shares traded Start of APIMEC Corporate Code Disclosure and Trading Nomination and Voluntary adherence to on B3 meetings and of Ethics Committees Compensation the Abrasca’s Manual road shows Independent Level II ADRs Program Committee for Material Information Control and Disclosure Fiscal Council Tag along Inclusion in the Corporate Sustainability Index (ISE)

23 INTEGRATED ANNUAL REPORT 2019 ITAÚ UNIBANCO Compensation GRI 102-35 | GRI 102-36

We embrace clear and transparent We periodically verify these parameters by: processes in our compensation strategy, complying with applicable regulations Commissioning salary surveys conducted by specialized consultants, who are inde- and the best national and international pendent of management; market practices, as well as ensuring con- sistency with our policy. participating in surveys conducted by other banks; and

Our compensation policy aims to con- participating in specialized compensation and benefit forums. solidate our compensation principles and practices in order to attract, reward, retain and to encourage managers and employees in the sustainable conduct of business, subject to proper risk limits and Compensation of employees always in line with stockholders’ interests. Employees compensation is composed of: In addition, we have a Compensation Committee reporting to the Board of Monthly fixed compensation Variable compensation Directors, whose duties include: Determined in accordance It acknowledges the level of with the complexity of an dedication, results achieved and individual’s work duties and the short, medium and long- Preparing a policy for the compensa- their performance with respect term sustainability of these tion of management members, propo- with such duties. Employees’ results. Additionally, employees sing to the Board of Directors the many fixed compensation changes are entitled to receive additional forms of fixed and variable compensa- according to our Promotion and amounts if provided in applicable tion, in addition to special benefits and Merit Policy, which takes into collective bargaining agreements. account the employees’ seniority, recruitment and termination programs. responsibilities and personal Benefits performance when carrying out We provide several benefits agreed Proposing to the Board of Directors duties over the period under with labor unions representing the aggregate compensation amount for evaluation. In addition, employees our employees’ many professional management members to be submitted are entitled to salary adjustments, categories, which are established to the Annual Stockholders’ Meeting. in accordance with applicable in the respective collective bar- collective bargaining agreements. gaining agreements, such as: food allowance, day care or baby sitter, Discussing, analyzing and supervising transportation etc. the implementation and operation of existing compensation models, by discus- sing general principles of the employee compensation policy and recommending Additionally, our employees are also positions or similar positions in our orga- improvements to the Board of Directors eligible for: nization and aims to reward the profes- based on the policy principles. sionals who were highlighted in results High Performance Compensation and behavior – granting compensation in Preparing the Compensation Commit- (PRAD), which consists of supplemen- the form of our preferred shares (ITUB4) tee Report on an annual basis. tary results sharing for 30% of the em- on a deferred basis. ployees with the best appraisals, based Compensation strategy on meritocratic criteria. The Partners Program, which recognizes and highlights those professionals who Our compensation and benefit stra- Differentiated Performance (PD), a make a difference and who lead the cons- tegies vary according to the area of model that considers the individual truction of a bank focused on the future, activity and market parameters. assessment of employees in leadership aligned with our vision and our values.

24 INTEGRATED ANNUAL REPORT 2019 ITAÚ UNIBANCO The employees and management mem- Medical and dental care plans; All our employees are covered bers elected as partners or associates by collective labor agreements may invest part of their Profit Sharing in private pension plans; and conventions. The main stip- the acquisition of our shares, receiving a ulated benefits in these agree- counterpart in shares from the bank. group life ; ments for employees working in Brazil are: meal allowance, basic staples allowance, day care/ In addition to those benefits set forth annual health check-up; baby sitter allowance, transpor- in collective bargaining agreements, we tation allowance. offer a number of other benefits which parking lot spaces; GRI 102-41 may be granted according to each em- ployee’s category or regulation applicab- psychosocial and personal care services; le to each jurisdiction: Our fixed and variable differentiated banking products; and compensation policy is in line Learn more about our compensation of with market practices and our Directors and Board of Officers. services. compensation strategy varies according to the unit in which each employee works.

GRI 102-35 | GRI 102-36

Stock-based profit sharing to employees

We have a stock-based profit-sharing program for a specific group of employees, acknowledging those who had outstanding performance during the current year.

ITUB4 ITUB4 ITUB4

The program consists of granting preferred shares Subject to the limits established by (ITUB4) or equivalent instruments. the Compensation Committee.

Eligible audience

10% ~30%(1) of the best of the best performance performance Managers Superintendents

(1) The eligibility for Superintendents might overcome the 30% mentioned above, as there is no limit to recognize performances which exceeded expectation.

25 INTEGRATED ANNUAL REPORT 2019 ITAÚ UNIBANCO Compensation of management members

Composition of the annual compensation of members of the Board of Directors, Board of Officers, Fiscal Council and Audit Committee

Board of Directors(1)(2)(3) Board of Officers(2)(5)

Monthly fixed compensation Monthly fixed compensation Aggregate amount of fees in cash approved at Aggregate amount of fees in cash approved at the Annual General Stockholders’ Meeting. the Annual General Stockholders’ Meeting.

Benefit plan Annual fixed compensation Composed of medical and dental care plans, Stock-based compensation approved at the check-up, private pension plan, parking lot and Annual General Stockholders’ Meeting. life insurance.

Annual variable compensation Annual variable compensation Stock-based compensation approved only in the event Statutory profit, sharing and fees (in cash and in of a resolution of the Compensation Committee, shares) approved by the Compensation Committee subject to the guidelines of CMN Resolution No. 3,921 and Limited to the annual amount approved at the and limited to the extent determined by the Annual Annual General Stockholders’ Meeting. General Stockholders’ Meeting.

Fiscal Council Audit Committee(3)(4)

Monthly fixed compensation Monthly fixed compensation Fees in cash approved at the Annual Fees in cash determined by the General Stockholders' Meeting. Board of Directors.

(1) In the event that a member of the Board of Directors is also part of the Board of Officers of Itaú Unibanco or its subsidiaries, the compensation will be in line with the compensation model of the Board of Officers. Management members who are also part of statutory or non-statutory committees or of our subsidiaries or affiliates are compensated according to their duties in the executive bodies or areas in which they work. As a rule, they do not receive a specific compensation for belonging to these committees. A non-management member of the Compensation Committee is compensated for his/her duties executed in the referred Committee. (2) Maximum compensation amounts are defined based on the limits imposed by Article 152 of the Brazilian . (3) Members of the Board of Directors and Audit Committee only receive benefits if they have previously been officers of the Company. (4) For those members of the Audit Committee who are also part of the Board of Directors, the compensation policy envisaged for the Board is adopted. (5) Variable compensation factors in three major components: the officer’s performance, the results of the Applicable Business department, and the Company’s financial results. The financial results of the Company and Business departments factor in: • Overall Operating Income – Recurring net income: measures the result achieved by the bank in the year and is compared to the prior year’s result and the expected result in the budget approved by the Board of Directors. • Value Creation – Economic Value Added (EVA): measures the bank’s value added to stockholders in excess of its cost of capital. In addition to the measures above, the CEO’s compensation may also vary according to our return on equity, cost of capital and net income when compared to our main competitors. Our Compensation Committee reviews these measures every year and if any differences from competition arise, it will apply a reduction to the CEO’s annual compensation amount. The assessment of results is measured against the following goals: • Financial: mainly aimed at the Overall Operating Income – Recurring net income and Value Creation – EVA. • Non-financial: mainly related to customer satisfaction surveys and risk management.

26 INTEGRATED ANNUAL REPORT 2019 ITAÚ UNIBANCO