-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N0JvrVKtkW/XelvwSdBLb+wh5Uy1m4QUVpMKeVJqBAti5HXDPqEih7dETIVBao+x 7STbmYy791PHbO5NDLKl7Q== 0000947871-08-000264.txt : 20080508 0000947871-08-000264.hdr.sgml : 20080508 20080508161119 ACCESSION NUMBER: 0000947871-08-000264 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20080508 FILED AS OF DATE: 20080508 DATE AS OF CHANGE: 20080508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANCO ITAU HOLDING FINANCEIRA S A CENTRAL INDEX KEY: 0001132597 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15276 FILM NUMBER: 08814129 BUSINESS ADDRESS: STREET 1: PRA?A ALFREDO EGYDIO DE SOUZA ARANHA STREET 2: 100 - TORRE ITA?SA - CEP 04344-902 CITY: SAO PAULO STATE: D5 ZIP: 00000 BUSINESS PHONE: 55-11-5019-1723 MAIL ADDRESS: STREET 1: PRA?A ALFREDO EGYDIO DE SOUZA ARANHA STREET 2: 100 - TORRE ITA?SA - CEP 04344-902 CITY: SAO PAULO STATE: D5 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: BANCO ITAU SA DATE OF NAME CHANGE: 20010117 6-K 1 ss37221_6k.htm REPORT OF FOREIGN ISSUER
 


 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
 
For the month of May 2008
 
Commission File Number: 001-15276
 
Banco Itaú Holding Financeira S.A.
(Itaú Holding Financing Bank S.A.)
(Translation of Registrant’s Name Into English)
 
Praça Alfredo Egydio de Souza Aranha, 100-Torre Itaúsa
04344-902 São Paulo, SP, Brazil
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 
Form 20-F:   ý      Form 40-F:   o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1):
 
Yes:   o      No:   ý
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7):
 
Yes:   o      No:   ý
 
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
Yes:   o      No:   ý
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-___________________.
 


 
 
SIGNATURES
 
             Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Banco Itaú Holding Financeira S.A.
              (Registrant)
     
Date:  May 8, 2008 By:  /s/ Alfredo Egydio Setubal          
Name:   Alfredo Egydio Setubal
Title:     Investor Relations Officer
     
   By:  /s/ Silvio Aparecido de Carvalho          
Name:   Silvio Aparecido de Carvalho
Title:    Chief Accounting Officer
 
 

 
EXHIBIT INDEX
 
99.1 Announcement to the Market Re: Meeting of the Fiscal Council of May 5, 2008.
   
99.2 Announcement to the Market Re: Meeting of the Board of Directors of May 5, 2008.
   
99.3 Announcement to the Market Re: Meeting of the Board of Directors of May 5, 2008.  Additional Information.
   
99.4 Announcement to the Market Re: Meeting of the Board of Directors of May 5, 2008.  Re: Audit Committee Charter.
   
99.5 Announcement to the Market Re: Meeting of the Board of Directors of May 5, 2008.  Re: Corporate Governance Policy.
   
99.6 Announcement to the Market Re: Information on the Results for the First Quarter of 2008.
 
 
 

EX-99.1 2 ss37221_ex9901.htm MEETING OF THE FISCAL COUNCIL
Banco Itaú Holding Financeira S.A.
CNPJ. 60.872.504/0001-23
NIRE. 35300010230
A Publicly Listed Company


MEETING OF THE FISCAL COUNCIL
OF MAY 5, 2008

 
On May 5, 2008 at 11:00 a.m. at the company’s head office, the effective members of the Fiscal Council of BANCO ITAÚ HOLDING FINANCEIRA S.A., met under the presidency of Prof. Iran Siqueira Lima, with the purpose of providing an opinion on the first quarter 2008 financial statements.
 
Following due examination of the said financial statements, the members of the Fiscal Council resolved to register the following opinion:
 
FISCAL COUNCIL’S OPINION
 
The members of the Fiscal Council of BANCO ITAÚ HOLDING FINANCEIRA S.A., having perused the financial statements for the period from January to March of 2008,  have verified the accuracy of all the items examined and, in view of the unqualified opinion of PricewaterhouseCoopers Auditores Independentes, understand that these documents adequately reflect the company’s capital structure,  financial position and the activities conducted by the company during the period.”
 
There being no further matter for discussion, the meeting was declared concluded and its work completed. The relative minutes having been transcribed, read and approved, were signed by all those present. São Paulo-SP, May 5 2008. (signed) Iran Siqueira Lima, Alberto Sozin Furuguem and Marcos de Andrade Reis Villela – members of the Fiscal Council.



 
 
ALFREDO EGYDIO SETUBAL
    Investor Relations Officer
 
 
 
EX-99.2 3 ss37221_ex9902.htm MEETING OF THE BOARD OF DIRECTORS OF MAY 5, 2008.
Banco Itaú Holding Financeira S.A.
CNPJ. 60.872.504/0001-23
A Publicly Listed Company 
NIRE. 35300010230
 

MEETING OF THE BOARD OF DIRECTORS
OF MAY 5, 2008

The Board of Directors of BANCO ITAÚ HOLDING FINANCEIRA S.A. on May 5, 2008, at 2:30 p.m., with the legal quorum being present, met at the company’s head office and under the chairmanship of Mr. Olavo Egydio Setubal, for the purpose of being notified of the activities of Disclosure and Insider Trading Committee and Audit Committee, as well as examining the financial statements for the first quarter of 2008.

Opening the meeting’s agenda, the Director Mr. Alfredo Egydio Setubal apprised the other board members present of the principal matters discussed at the meeting of the Disclosure and Insider Trading Committee, held on April 25, 2008.

Subsequently, the Director Mr. Carlos da Camara Pestana, as President of the Audit Committee, reported on the work carried out and the principal events characterizing the activities of the Audit Committee for the period.

Subsequently, Mr. Roberto Egydio Setubal, Chairman and Vice Chairman of the Board of Directors, spoke at length with respect to the financial statements for the first quarter of 2008, receiving unqualified opinions from both the Fiscal Council and the Independent Auditors.

After analysis of the said documentation, the Directors unanimously approved the aforementioned financial statements, authorizing their disclosure via release through the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários), the São Paulo Stock Exchange (BOVESPA – Bolsa de Valores de São Paulo), the SEC (the United States Securities and Exchange Commission), the NYSE – (New York Stock Exchange)  and the Buenos Aires Stock Exchange (BCBA – Bolsa de Comercio de Buenos Aires).

With no further items on the agenda, the Chairman requested the transcription of these minutes, which having been read and approved were signed by all, the meeting being declared closed. São Paulo-SP, May 5, 2008. (signed) Olavo Egydio Setubal - - Chairman; Alfredo Egydio Arruda Villela Filho, José Carlos Moraes Abreu and Roberto Egydio Setubal – Vice Chairmen; Alcides Lopes Tápias, Alfredo Egydio Setubal, Carlos da Camara Pestana, Fernão Carlos Botelho Bracher, Guillermo Alejandro Cortina, Gustavo Jorge Laboissiere Loyola, Henri Penchas, Persio Arida, Roberto Teixeira da Costa, Sergio Silva de Freitas and Tereza Cristina Grossi Togni – Directors.

 

 
 
  ALFREDO EGYDIO SETUBAL
 
    Investor Relations Officer
 
 
EX-99.3 4 ss37221_ex9903.htm MEETING OF THE BOARD OF DIRECTORS OF MAY 5, 2008. ADDITIONAL INFORMATION
Banco Itaú Holding Financeira S.A.
CNPJ. 60.872.504/0001-23
NIRE. 35300010230
A Publicly Listed Company

MEETING OF THE BOARD OF DIRECTORS
OF MAY 5, 2008

On May 5, 2008, at 4:00 p.m., the Board of Directors of BANCO ITAÚ HOLDING FINANCEIRA S.A. met at the company’s head office, with the legal quorum being present and under the chairmanship of Mr. Olavo Egydio Setubal, for the following purposes: (i) to appoint the Chairman and the Vice Chairmen of the Board of Directors, as well as the alternate of the Chairman in the event of his incapacity or absence; (ii) to elect the individuals who shall make up the Board of Executive Officers, defining the specific areas of responsibility each one of the officers; (iii) to appoint the members of the Appointments and Compensation Committee, the Audit Committee, the Capital and Risks Management Committee; the Accounting Policies Committee and the Disclosure and Insider Trading Committee; (iv) to elect the members of the Advisory Board and International Advisory Board, all to enjoy an annual term of office which shall continue until those elected at the first meeting of the Board of Directors immediately following the Ordinary General Meeting of 2009, and to take up their positions.

Submitted to the examination and verified the prior conditions of eligibility of the persons to be elected pursuant to articles 146 and 147 of Law 6,404/76, article 3 of CMN Resolution 3,041/02 (Board of Executive Officers, Audit Committee and Advisory Board and International Advisory Board) and in CVM Instruction 367/02 (Board of Executive Officers), the Directors unanimously decided:

BOARD OF DIRECTORS
 
1)  to appoint as Chairman OLAVO EGYDIO SETUBAL and as Vice Chairmen JOSÉ CARLOS MORAES ABREU, ALFREDO EGYDIO ARRUDA VILLELA FILHO and ROBERTO EGYDIO SETUBAL;

2)  to nominate the Vice Chairman JOSÉ CARLOS MORAES ABREU alternate for the Chairman of the Board, in the event of  his incapacity or absence;

BOARD OF EXECUTIVE OFFICERS

3)  to establish that there shall be 11 (eleven) seats on the Board of Executive Officers, being the Chief Executive Officer, 2 (two) Executive Vice Presidents, 4 (four) Executive Directors and 4 (four) Managing Directors;
 
4)  to comprise the Board of Executive Officers:
 
Chief Executive Officer: to reelect ROBERTO EGYDIO SETUBAL, Brazilian, married, engineer, bearer of Brazilian identity card RG-SSP/SP number 4.548.549, enrolled in the
 

 
BANCO ITAÚ HOLDING FINANCEIRA S.A.
Meeting of the Board of Directors of May 5 2008
page 2
 
Brazilian tax register (CPF) under number 007.738.228-52, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Itaúsa – 10th floor;

Executive Vice Presidents: to reelect ALFREDO EGYDIO SETUBAL, Brazilian, married, business administrator, bearer of Brazilian identity card RG-SSP/SP number 6.045.777, enrolled in the Brazilian tax register (CPF) under number 014.414.218-07, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Eudoro Villela – 13th floor, and CANDIDO BOTELHO BRACHER, Brazilian, married, business administrator, bearer of Brazilian identity card RG-SSP/SP number 10.266.958, enrolled in the Brazilian tax register (CPF) under number 039.690.188-38, domiciled in the city and state of São Paulo at Avenida Brigadeiro Faria Lima, 3.400 – 4th floor;
 
Executive Directors:  to elect ANTONIO CARLOS BARBOSA DE OLIVEIRA, Brazilian, married, engineer, bearer of Brazilian identity card RG-SSP/SP number 4.518.457-4, enrolled in the Brazilian tax register (CPF) under number 528.154.718-68, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Conceição – 12th floor, and SÉRGIO RIBEIRO DA COSTA WERLANG, Brazilian, married, engineer, bearer of Brazilian identity card RG-IFP/RJ number 04.590.754-0 enrolled in the Brazilian tax register (CPF) under number 506.666.577-34, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100, Torre Eudoro Villela, 6th Floor, and reelect RODOLFO HENRIQUE FISCHER, Brazilian, married, engineer, bearer of Brazilian identity card RG-SSP/SP number 5.228.587-X, enrolled in the Brazilian tax register (CPF) under number 073.561.718-05, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Eudoro Villela – Piso Zero, and SILVIO APARECIDO DE CARVALHO, Brazilian, divorced, business administrator, bearer of Brazilian identity card RG-SSP/SP number 3.293.653, enrolled in the Brazilian tax register (CPF) under number 391.421.598-49, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Conceição – 12th floor; and
 
Managing Directors: to elect JOSÉ EDUARDO LIMA DE PAULA ARAÚJO, Brazilian, married, lawyer, bearer of Brazilian identity card RG-SSP/SP number 19.840.851-1, enrolled in the Brazilian tax register (CPF) under number 147.989.458-38, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Conceição – 3rd floor, and reelect JACKSON RICARDO GOMES, Brazilian, married, engineer, bearer of Brazilian identity card RG-SSP/SP number 9.418.884, enrolled in the Brazilian tax register (CPF) under number 019.723.148-90, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Conceição – 12th floor; MARCO ANTONIO ANTUNES, Brazilian, married, engineer, bearer of Brazilian identity card RG-SSP/SP number 7.669.530-X, enrolled in the Brazilian tax register (CPF) under number 002.975.098-96, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Conceição – 12th floor; and WAGNER ROBERTO PUGLIESE, Brazilian, married, accountant, bearer of Brazilian identity card RG-SSP/SP number 10.311.777, enrolled in the Brazilian tax register (CPF) under number 006.233.488-37, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Eudoro Villela – Piso -1;


 
BANCO ITAÚ HOLDING FINANCEIRA S.A.
Meeting of the Board of Directors of May 5 2008
page 3
 
5)  pursuant to the regulatory provisions of the Central Bank of Brazil and the Brazilian Securities Commission-CVM, to appoint:
 
a)  the Executive Vice-President ALFREDO EGYDIO SETUBAL as Investor Relations Officer;
 
b)  the Executive Vice President CANDIDO BOTELHO BRACHER as responsible for the Commercial, Investment, Credit Finance and Investment, Home Mortgage Credit and Leasing Portfolios;
 
c)  the Executive Director RODOLFO HENRIQUE FISCHER as responsible for Deposit Accounts, Foreign Exchange Operations, Swap Operations, Lending Operations and Exchange of Securities, Rural and Committed Operations, Liquidity Risk Control and the Brazilian Payments System  and National Financial System Customer Register;
 
d)  the Executive Director SÉRGIO RIBEIRO DA COSTA WERLANG as responsible for Operating Risk Management and Market Risk Management;
 
e)  the Managing Director JACKSON RICARDO GOMES as responsible for Managing Risk,  Foreign Exchange Risk and Central Risk System Unit;
 
f)  the Managing Director MARCO ANTONIO ANTUNES as responsible for the Accounting Area, for up-dating information in the UNICAD System and for the Allegations, Complaints and Information Requests Registration System;
 
g)  the Managing Director WAGNER ROBERTO PUGLIESE as responsible for Prevention and Combating of Money Laundering;

APPOINTMENTS AND COMPENSATION COMMITTEE
 
6)  to elect as President OLAVO EGYDIO SETUBAL Brazilian, married, electrical engineer, bearer of Brazilian identity card RG-SSP/SP number 505.516, enrolled in the Brazilian tax register (CPF) under number 007.773.588-91, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Itaúsa – Piso Itaúsa; and as Members: ALFREDO EGYDIO ARRUDA VILLELA FILHO, Brazilian, married, engineer, bearer of Brazilian identity card RG-SSP/SP number 11.759.083-6, enrolled in the Brazilian tax register (CPF) under number 066.530.838-88, domiciled in the city and state of São Paulo at Rua Sansão Alves dos Santos, 102, 5th floor, CARLOS DA CAMARA PESTANA, Portuguese, married, lawyer, bearer of Brazilian foreign residents’ identity card number RNE/DPMAF-SE-W-289499-K, enrolled in the Brazilian tax register (CPF) under number 401.016.577-49, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100, Torre Itaúsa, 10th floor,  FERNÃO CARLOS BOTELHO BRACHER, Brazilian, married, lawyer, bearer of Brazilian identity card RG-SSP/SP nº 1.309.953, enrolled in the Brazilian tax register (CPF) under number 004.286.808-44, domiciled in the city and state of São Paulo at Avenida Brigadeiro Faria Lima, 3.400 – 4th floor, JOSÉ CARLOS MORAES ABREU, Brazilian, widower, lawyer, bearer of Brazilian identity card RG-SSP/SP number 463.218, enrolled in the Brazilian tax register (CPF) under number 005.689.298-53, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100, Torre Itaúsa, Piso Itaúsa,
 

 
BANCO ITAÚ HOLDING FINANCEIRA S.A.
Meeting of the Board of Directors of May 5 2008
page 4
 
ROBERTO EGYDIO SETUBAL, above qualified, and ROBERTO TEIXEIRA DA COSTA, Brazilian, married, economist, bearer of Brazilian identity card  RG-SSP/SP number 3.246.995-0, enrolled in the Brazilian tax register (CPF) under number 007.596.358-20, domiciled in the city and state of São Paulo at Rua Pedro Avancine, 73 – 8th floor;
 
AUDIT COMMITTEE
 
7)  to reelect as President CARLOS DA CAMARA PESTANA, above qualified; and as Members: ALCIDES LOPES TÁPIAS, Brazilian, married, lawyer, bearer of Brazilian identity card  RG-SSP/SP number 3.262.877, enrolled in the Brazilian tax register (CPF) under number 024.054.828-00, domiciled in the city and state of São Paulo at Av. Paulista, 37, 10th floor, GUSTAVO JORGE LABOISSIERE LOYOLA, Brazilian, married, economics professor, bearer of Brazilian identity card  RG-SSP/DF number 408.776, enrolled in the Brazilian tax register (CPF) under number 101.942.071-53, domiciled in the city and state of São Paulo at Rua Estados Unidos, 498 and TEREZA CRISTINA GROSSI TOGNI, Brazilian, married, bachelor's degree in business administration and accounting, bearer of Brazilian identity card  RG-SSP/MG number M-525.840, enrolled in the Brazilian tax register (CPF) under number 163.170.686-15, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100, Torre Itaúsa, Piso Metrô;
 
8)  to maintain as specialist to the Audit Committee of the Itaú Financial Conglomerate, with responsibilities pursuant to Resolution 3,198 of the National Monetary Council and the Sarbanes-Oxley Act of the United States Congress, the Director TEREZA CRISTINA GROSSI TOGNI, due to her undoubted knowledge in the accounting and auditing areas;
 
CAPITAL AND RISKS MANAGEMENT COMMITTEE
 
9)  to elect as Chairman ROBERTO EGYDIO SETUBAL, above qualified; and as Members CANDIDO BOTELHO BRACHER, above qualified; GUSTAVO JORGE LABOISSIERE LOYOLA, above qualified; HENRI PENCHAS, Brazilian, married, engineer, bearer of Brazilian identity card RG-SSP/SP number 2.957.281, enrolled in the Brazilian tax register (CPF) under number 061.738.378-20, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100, Torre Conceição, 12th floor; PERSIO ARIDA, Brazilian, divorced, economist, bearer of Brazilian identity card RG-SSP/SP number 4.821.348, enrolled in the Brazilian tax register (CPF) under number 811.807.138-34, resident in England, at Flat 11, 48, Evelyn Gardens, London; RICARDO VILLELA MARINO, Brazilian, married, engineer, bearer of Brazilian identity card RG-SSP/SP number 15.111.115-7, enrolled in the Brazilian tax register (CPF) under number 252.398.288-90, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Alfredo Egydio – 12th floor; RODOLFO HENRIQUE FISCHER and SERGIO RIBEIRO DA COSTA WERLANG, above qualified;
 
ACCOUNTING POLICIES COMMITTEE
 

 
BANCO ITAÚ HOLDING FINANCEIRA S.A.
Meeting of the Board of Directors of May 5 2008
page 5
 
10)  to elect as Chairman ROBERTO EGYDIO SETUBAL, above qualified; and as Members ALFREDO EGYDIO ARRUDA VILLELA FILHO, ALFREDO EGYDIO SETUBAL, ANTONIO CARLOS BARBOSA DE OLIVEIRA, HENRI PENCHAS, SERGIO RIBEIRO DA COSTA WERLANG, SILVIO APARECIDO DE CARVALHO and TEREZA CRISTINA GROSSI TOGNI, above qualified;
 
DISCLOSURE AND INSIDER TRADING COMMITTEE
 
11)  to appoint as Chairman the Investor Relations Officer ALFREDO EGYDIO SETUBAL, above qualified; and reelect as Members ALCIDES LOPES TÁPIAS, ALFREDO EGYDIO ARRUDA VILLELA FILHO, ANTONIO CARLOS BARBOSA DE OLIVEIRA, HENRI PENCHAS, ROBERTO TEIXEIRA DA COSTA, TEREZA CRISTINA GROSSI TOGNI, SILVIO APARECIDO DE CARVALHO, above qualified, and ANTONIO JACINTO MATIAS, Portuguese, married, engineer, bearer of Brazilian identity card RG-SSP/SP number 3.375.448-2, enrolled in the Brazilian tax register (CPF) under number 331.476.988-15, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100, Torre Itaúsa, 8th floor;

ADVISORY BOARD
 
12)  to reelect the current Members FERNANDO DE ALMEIDA NOBRE NETO, Brazilian, married, lawyer, bearer of Brazilian identity card RG-SP/SP number 3.931.092, enrolled in the Brazilian tax register (CPF) under number 002.936.448-53, domiciled in the city and state of São Paulo at Rua Butantã, 461, 5th floor, LÍCIO MEIRELLES FERREIRA, Brazilian, widower, industrialist, bearer of Brazilian identity card RG-SSP/SP number 280.844, enrolled in the Brazilian tax register (CPF) under number 006.528.148-91, domiciled in the city and state of São Paulo at Rua Boquim, 589 and LUIZ  EDUARDO CAMPELLO, Brazilian, widower, industrialist, bearer of Brazilian identity card RG-SSP/SP number 469.836, enrolled in the Brazilian tax register (CPF) under number 007.362.288-53, domiciled in the city and state of São Paulo at Rua Nicarágua, 220;
 
INTERNATIONAL ADVISORY BOARD
 
13)  to appoint as Chairman, the Chief Executive Officer ROBERTO EGYDIO SETUBAL, above qualified,  and to reelect Members ARTUR EDUARDO BROCHADO DOS SANTOS SILVA, Portuguese, married, lawyer, Identity Document (Portugal) number 1.960.575, domiciled at Rua Tenente Valadim, 284, Porto – Portugal, CARLOS DA CAMARA PESTANA, above qualified, FERNÃO CARLOS BOTELHO BRACHER, above qualified, HENRI PENCHAS, above qualified, JOSÉ CARLOS MORAES ABREU, above qualified, MARIA DE LOURDES EGYDIO VILLELA, Brazilian, divorced, psychologist, bearer of Brazilian identity card RG-SSP/SP number 2.497.608-8, enrolled in the Brazilian tax register (CPF) under number 007.446.978-91, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100, Torre Itaúsa, Piso Terraço, ROBERTO TEIXEIRA DA
 

 
BANCO ITAÚ HOLDING FINANCEIRA S.A.
Meeting of the Board of Directors of May 5 2008
page 6
 
COSTA, above qualified, RUBENS ANTONIO BARBOSA, Brazilian, married, lawyer, bearer of Brazilian identity card MRE/DF number 5227, enrolled in the Brazilian tax register (CPF) under number 090.564.241-49, domiciled in the city and state of São Paulo at Avenida Brigadeiro Faria Lima, 2.055 – 9th floor, suite 92, and SERGIO SILVA DE FREITAS, Brazilian, married, engineer, bearer of Brazilian identity card RG-SSP/SP number 6.523.309, enrolled in the Brazilian tax register (CPF) under number 007.871.838-49, domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100 – Torre Eudoro Villela – 3th floor.
 
Concluding the agenda of the day, the Chairman reminded the meeting’s participants that all those elected would take up their positions, once the Central Bank of Brazil had duly ratified the meeting’s decisions.

With the items on the agenda concluded, the Chairman requested that the respective minutes be transcribed. With these having been read and signed by all, the meeting was declared closed. São Paulo-SP, May 5, 2008. (signed) Olavo Egydio Setubal - Chairman; Alfredo Egydio Arruda Villela Filho, José Carlos Moraes Abreu and Roberto Egydio Setubal – Vice Chairmen; Alcides Lopes Tápias, Alfredo Egydio Setubal, Carlos da Camara Pestana, Fernão Carlos Botelho Bracher, Guillermo Alejandro Cortina, Gustavo Jorge Laboissiere Loyola, Henri Penchas, Persio Arida, Roberto Teixeira da Costa, Sergio Silva de Freitas and Tereza Cristina Grossi Togni – Directors.

 

 
  ALFREDO EGYDIO SETUBAL
      Investor Relations Officer
 
 
 
 
 
 


EX-99.4 5 ss37221_ex9904.htm MEETING OF THE BOARD OF DIRECTORS OF MAY 5, 2008. RE: AUDIT CHARTER
Banco Itaú Holding Financeira S.A.
CNPJ. 60.872.504/0001-23
A Publicly Listed Company 
NIRE. 35300010230
 
                                              

MEETING OF THE BOARD OF DIRECTORS
OF MAY 5, 2008

 
The Board of Directors of BANCO ITAÚ HOLDING FINANCEIRA S.A. on May 5, 2008, at 4:30 p.m., met at the company’s head office, with the legal quorum being present, under the chairmanship of Mr. Olavo Egydio Setubal and unanimously decided to approve the Audit Committee’s proposal for changing item 3 (caption sentence), 7 (caption sentence) and 12 (letter “s”), including a new letter “t” in the item 12 and to exclude sub-item 5.1 of the Audit Committee Charter, which with the consequent  renumbering having been undertaken, and all other provisions remaining unchanged, becomes effective with the consolidated text in the Annex to these minutes.

With no further items on the agenda, the Chairman requested the transcription of these minutes, which having been read and approved were signed by all, the meeting being declared closed. São Paulo-SP, May 5, 2008. (signed) Olavo Egydio Setubal – Chairman; Alfredo Egydio Arruda Villela Filho; José Carlos Moraes Abreu and Roberto Egydio Setubal – Vice Chairmen; Alcides Lopes Tápias, Alfredo Egydio Setubal, Carlos da Camara Pestana, Fernão Carlos Botelho Bracher, Guillermo Alejandro Cortina, Gustavo Jorge Laboissiere Loyola, Henri Penchas, Persio Arida, Roberto Teixeira da Costa, Sergio Silva de Freitas and Tereza Cristina Grossi Togni – Directors.



 
  ALFREDO EGYDIO SETUBAL
      Investor Relations Officer
 
 

Banco Itaú Holding Financeira S.A.
CNPJ. 60.872.504/0001-23
A Publicly Listed Company 
NIRE. 35300010230
 
AUDIT COMMITTEE CHARTER APPROVED BY THE MEETING OF AUGUST 2, 2004
AND AMENDED BY THE MEETINGS OF MAY 2, 2005, MAY 8, 2006, MAY 7, 2007 AND MAY 5, 2008

This Charter (Charter), which was prepared in accordance with international best practices, sets forth the operational rules of the Audit Committee (“Committee”), created by the Itaú Holding Extraordinary General Meeting held on April 28, 2004, for the Itaú Financial Conglomerate, which is comprised of Banco Itaú Holding Financeira S.A. (“Itaú Holding”) and all its direct and indirect controlled and affiliated companies (“Itaú Financial Conglomerate”).

I – Purposes and Composition
 
1.
The Committee shall be the same for all institutions that are authorized to operate by the Central Bank of Brazil (“BACEN”), and for companies supervised by the Superintendency of Private Insurance (“SUSEP”), which are part of the Itaú Financial Conglomerate.
2.
The Committee is responsible for the oversight of (i) the internal controls and risk management systems of the Itaú Financial Conglomerate; (ii) the Itaú Financial Conglomerate’s internal auditors activities; and (iii) the Itaú Financial Conglomerate’s independent auditors’ activities.
3.    
The Committee, as a committee of Itaú Holding Board of Directors (“Board of Directors”), shall have a minimum of three and a maximum of seven members, appointed annually by the Board of Directors among its peers and professionals of proven knowledge of the audit area, conditional on the majority being made up of members of the Board of Directors, which shall be responsible for appointing the Committee’s Chairman and the Financial Expert.
 
3.1.
The Committee members may not delegate their duties to third parties.
 
3.2.
In case of vacancy in the Committee, including the vacancy caused by the removal established in item 4.1 below, the Board of Directors shall appoint a new member within thirty days.
4.
Committee members may be appointed for four consecutive terms during a five year period, after which they may only be appointed to the Committee after a minimum waiting period of three years from the last permitted appointment.
 
4.1.    
The Board of Directors shall remove any Committee member whose independence is affected by any actual or potential conflict of interests.


 
AUDIT COMMITTEE CHARTER OF  MAY 5 2008 OF BANCO ITAÚ HOLDING FINANCEIRA S.A  Page .2
 
5.
The Board of Directors shall appoint the members of the Committee on the same meeting of the Board of Directors which appoints the Itaú Holding Management.
 
5.1.
A member of the Committee may not be or have been, over the past twelve months, (i) an officer of Itaú Holding or its affiliates1; (ii) an employee of Itaú Holding or its affiliates1; (iii) the responsible member of the audit team, officer, manager, supervisor or any other person with a management position in the team engaged on the audits of Itaú Holding or its affiliates1; (iv) a member of the fiscal council of Itaú Holding or its affiliates1; (v) the controlling shareholder of Itaú Holding or its affiliates1; or (vi) any individual who holds direct or indirect participation of more than ten percent of Itaú Holding’s or its affiliate’s1 voting capital.
   
5.1.1.
Spouses, ancestors, descendants, brothers and sisters and brothers and sisters spouses of the persons referred to in sub-items (i) to (vi) above are not eligible for the Committee.
   
5.1.2.    
Members of the Board of Directors with actual or potential conflicts of interest that may affect his or her independence are not eligible for the Committee.
6.
The Committee members may not receive, directly or indirectly, any compensation from Itaú Holding or from any of its affiliates1, other than in his or her capacity as a Committee member.
7.
The appointment of an elected member of the Committee as Financial Expert is conditional on he/she having: (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting of provisions and reserves; (iii) experience in preparing, auditing, analyzing or evaluating financial statements that present a level of complexity similar to that of Itaú Holding’s financial statements, or experience in actively supervising such activities; and (iv) an understanding of internal controls and procedures related to the preparation of financial statements.
 
7.1.    
A person shall have acquired the qualifications referred to in item 7 above through formal education and proven professional experience in the areas of: (i) accounting; (ii) auditing; or (iii) financial management.
8.    
The Board of Directors shall determine the compensation of the Committee members, as well as the budget for covering the Committee’s internal governance expenses, which shall
 
   
For purposes of Sections 5.1 and 6 of this Charter, the term affiliate is used as a translation for “ligadas”, which is a definition provided in Resolution No. 3198/04. of the Conselho Monetário Nacional (Brazilian National Monetary Council). Such resolution establishes that “ligadas” are entities which are directly or indirectly related by equity interest or by effective operational control, characterized by common management or by operation under the same trademark or commercial name.
 

 
AUDIT COMMITTEE CHARTER OF  MAY 5 2008 OF BANCO ITAÚ HOLDING FINANCEIRA S.A  Page .3
 
  include provisions for the hiring of external advisers or counselors to assist the Committee on carrying out its duties.
 
II – Internal Rules
 
9.
The Chairman shall call the Committee for periodical meetings, at least four times a year, informing the agenda of each meeting.
 
9.1.
The resolutions of the Committee shall be decided by vote of the majority of the Committee members.
 
9.2.
In addition to its ordinary meetings, the Committee shall schedule quarterly meetings with management of the Itaú Financial Conglomerate, with the internal auditors and with the independent auditors to verify the compliance to the Committee’s recommendations or the clarifications of the issues that have been raised by the Committee, including those issues relating to the planning of the audits and the adequate resources to perform such audits, as well as to discuss any other relevant issues.
   
9.2.1.    
The meetings referred to in item 9.2 shall precede the meetings with the Board of Directors provided for in item 12 “u” hereof.
 
9.3.
The Committee may, whenever it deems necessary, meet with any officer of Itaú Financial Conglomerate.
10.
For the purpose of providing clarifications, the Committee, by vote of the majority of its members, may call any employee or officer of any of Itaú Financial Conglomerate’s companies, by giving a minimum ten day prior notice to the Chief Executive Officer of any such company.
11.
The Committee shall prepare minutes of its meetings.
 
11.1.    
Copies of the minutes shall be delivered to the participants of the Committee’s meetings and to the Committee members, and shall be forwarded to the Chairman of the Board, to Itaú Holding’s Chief Executive Officer and to the Chief Executive Officers of the companies directly controlled by Itaú Holding, as the case may be. The minutes shall be filed at Itaú Holding´s head offices.
 
III – Duties
 
12.   
The Committee shall be responsible for the oversight of (i) the quality and integrity of the financial statements of Itaú Financial Conglomerate; (ii) the compliance with legal and regulatory requirements; (iii) the performance, independence and quality of the services rendered by the independent auditors of Itaú Financial Conglomerate; (iv) the performance and quality of the work of the internal audits of Itaú Financial Conglomerate; and (v) the quality and the effectiveness of the internal controls and risk management systems of Itaú Financial Conglomerate, as well as to:
 
a.   
establish the necessary procedures to achieve its purposes;
 
b.
recommend to the board of directors of Banco Itaú Holding Financeira S.A.,  the enterprise to be hired, in Brazil and overseas, for the provision of  independent audit
 

 
AUDIT COMMITTEE CHARTER OF  MAY 5 2008 OF BANCO ITAÚ HOLDING FINANCEIRA S.A  Page .4
 
    services, as well as the respective fees and substitutions, pursuant to the prevailing laws and regulations;
 
c.
revise, prior to their publication, the semi-annual and annual financial statements of Itaú Financial Conglomerate, as well as the notes to the financial statements, the management reports, the independent auditors’ reports, and the management discussion and analysis report;
 
d.
supervise the work of the internal audits, as well as the work of the independent auditors of Itaú Financial Conglomerate, in order to assess the effectiveness of their activities and the compliance with legal, regulatory and internal rules;
 
e.
approve the hiring, as employees or service providers, of any member  of the independent auditors’ team which renders or has rendered any auditing services to the Itaú Financial Conglomerate in the preceding twelve months;
 
f.
establish , on an annual basis, the policies regarding non-audit services that can be provided by the independent auditors hired to audit the Itaú Financial Conglomerate financial statements, as well as the list of these services, the contracting of which shall not require prior approval by the Committee;
 
g.
establish and communicate the procedures for the receipt and treatment of information concerning material errors or fraud related to accounting, internal controls, or auditing matters, as well as any failure to comply with legal or regulatory requirements or internal rules, setting forth procedures to protect the person submitting the information, such as the confidential and anonymous submission of such information;
 
h.
recommend to the officers of the Itaú Financial Conglomerate the correction or improvement of policies, practices and procedures that were identified by the Committee while performing its duties;
 
i.
examine the implementation, by Itaú Financial Conglomerate, of the recommendations made by the independent auditors, by the internal audits and by the Committee;
 
j.
examine, on an annual basis, with the independent auditors of Itaú Financial Conglomerate, the report about: (i) the independent auditors’ quality-control procedures; (ii) their independence; (iii) any inquiry or investigation by governmental or professional authorities; (iv) all relationships between the independent auditors and the Itaú Financial Conglomerate; and (v) the most recent company quality control review (peer review);
 
l.
examine jointly with the independent auditors, the main policies, practices and accounting principles used by Itaú Financial Conglomerate on the preparation of its financial statements, as well as any material modification in the way such policies, practices and principles are chosen or applied;
 
m.
examine jointly with the independent auditors, all alternative accounting treatment within generally accepted accounting principles related to financial information, including off-balance sheet structures, pro-forma or adjusted financial information, their effect on the financial statements, the criteria used for their disclosure and any accounting treatment advised by the independent auditors of Itaú´s Financial Conglomerate;
 

 
AUDIT COMMITTEE CHARTER OF  MAY 5 2008 OF BANCO ITAÚ HOLDING FINANCEIRA S.A  Page .5
 
 
n.
settle any disagreement between management of the Itaú Financial Conglomerate and the independent auditors, with respect to the accounting statements and financial reports;
 
o.
review, jointly with management of the Itaú Financial Conglomerate, with their internal auditors and with the independent auditors, the scope and planning of the audit works and the human resources to be allocated to such works;
 
p.
oversee the performance, organization, duties, planning, results, budgets and employee qualifications of the internal audits of Itaú Financial Conglomerate;
 
q.
recommend the appointment, and approve the hiring, replacement or dismissal of those responsible for the internal audits of Itaú Financial Conglomerate;
 
r.
discuss with management of the Itaú Financial Conglomerate any material pending issues or inspections by government authorities or regulators, including those relating to audit issues and the necessary arrangements to solve them;
 
s.
at the end of each semi-annual period, receive and examine , the quantitative and qualitative report as to the activities of the Conglomerate’s Ombudsman;
 
t.
approve the report prepared by the Ombudsman with respect to the activities of the Ombudsman’s Office on the dateline bases of June 30  and December 31 or when a material event is identified;
 
u.
meet with the board of directors, fiscal councils and management  of Itaú Financial Conglomerate, at their request or at its own initiative, to discuss policies, practices and procedures relating to the duties of the Committee;
 
v.
report its works and communicate any relevant issues, through the Chairman, to the Board of Directors, at the meetings held to approve the quarterly financial statements;
 
x.
follow up on the work of government banking supervision and inspection authorities; and
 
y.
perform any other tasks and any other actions that may be necessary to comply with its duties.
13.
The Committee may hire the services of external advisers, ensuring the integrity and confidentiality of the services.
 
13.1.
The hiring of external advisers does not exonerate the Committee from its duties.
14.
The Committee shall, by its own or jointly with Itaú Financial Conglomerate’s independent auditors, communicate BACEN or SUSEP in writing, within three business days of the identification, the existence or the evidence of: (i) any failure to comply with legal or regulatory requirements that could affect the continuity of the business of any of the companies of Itaú Financial Conglomerate; (ii) fraud in any amount perpetrated by the members of the boards of directors or management of any of the companies of Itaú Financial Conglomerate; (iii) any material fraud perpetrated by employees of any of the companies of Itaú Financial Conglomerate or by any third party; and (iv) errors that may result in a material inaccuracy in the financial statements of any of the companies of Itaú Financial Conglomerate.
 

 
AUDIT COMMITTEE CHARTER OF  MAY 5 2008 OF BANCO ITAÚ HOLDING FINANCEIRA S.A  Page .6
 
15.
Management of the Itaú Financial Conglomerate shall communicate to the Committee and to the respective independent auditors, within twenty-four hours, the identification of any of the events referred to in item 14, according to the procedures established by the Committee.
16.
The independent auditors and the internal audits shall report regularly to Committee concerning the adequacy of their procedures to the laws and regulations.
17.
The Committee, on the oversight of the internal controls and risk management systems of the Itaú Financial Conglomerate, shall assess: (i) the efficiency in the use of resources and in the implementation of controls to protect Itaú Financial Conglomerate from eventual losses caused by the risks arising from its activities; (ii) the reports on the adequacy of information flows and decision making processes; and (iii) the conformity of its operations to the laws, regulations and internal policies.
18.
At the end of each six-month period, as of June 30 and December 31, the Committee shall issue an Audit Committee report with the following information: (i) the activities performed during the period, including the analysis of the effectiveness of such activities; (ii) an assessment of the effectiveness of Itaú Financial Conglomerate’s internal control and risk management systems, identifying any eventual deficiencies; (iii) a description of the recommendations made to management of the Itaú Financial Conglomerate, identifying which were not implemented and the reason presented by management for not implementing them; (iv) an assessment of the effectiveness of the activities of Itaú Financial Conglomerate’s independent auditors and internal audits, including the analysis of compliance with legal and regulatory requirements, as well as Itaú Financial Conglomerate’s internal policies, identifying any eventual deficiencies; and (v) an assessment of Itaú Financial Conglomerate’s financial statements, with emphasis on the compliance with Brazilian accounting practices and the regulations issued by the National Monetary Council, by the Central Bank of Brazil, by the National Council of Private Insurance (Conselho Nacional de Seguros Privados) and by the Superintendency of Private Insurance, identifying any eventual deficiencies (“Audit Committee Report”).
19.
A summary of the Audit Committee Report, containing its relevant information, shall be published together with Itaú Financial Conglomerate’s semi-annual and annual financial statements.
20.
The Audit Committee Reports will be available to BACEN, to SUSEP and to the Board of Directors for at least five years after its conclusion.
 
 
 
 
 
 

EX-99.5 6 ss37221_ex9905.htm MEETING OF THE BOARD OF DIRECTORS OF MAY 5, 2008. RE: CORPORATE GOVERNANCE POLI
Banco Itaú Holding Financeira S.A.
 
CNPJ. 60.872.504/0001-23
A Publicly Listed Company 
NIRE. 35300010230
 


MEETING OF THE BOARD OF DIRECTORS
OF MAY 5, 2008



The Board of Directors of BANCO ITAÚ HOLDING FINANCEIRA S.A. on May 5, 2008, at 5:00 p.m., with the legal quorum being present, met at the company’s head office, under the chairmanship of Mr. Olavo Egydio Setubal and unanimously decided to accept the proposal of the Disclosure and Insider Trading Committee to institute the Corporate Governance Policy as shown in the annex, consolidating the corporate governance principles and practices adopted by the company.
 
With no further items on the agenda, the Chairman requested the transcription of these minutes, which having been read and approved were signed by all, the meeting being declared closed. São Paulo-SP, May 5, 2008. (signed) Olavo Egydio Setubal – Chairman; Alfredo Egydio Arruda Villela Filho; José Carlos Moraes Abreu and Roberto Egydio Setubal – Vice Chairmen; Alcides Lopes Tápias, Alfredo Egydio Setubal, Carlos da Camara Pestana, Fernão Carlos Botelho Bracher, Guillermo Alejandro Cortina, Gustavo Jorge Laboissiere Loyola, Henri Penchas, Persio Arida, Roberto Teixeira da Costa, Sergio Silva de Freitas and Tereza Cristina Grossi Togni – Directors.



 
 
  ALFREDO EGYDIO SETUBAL
 
    Investor Relations Officer
 

 
Banco Itaú Holding Financeira S.A.
CNPJ. 60.872.504/0001-23
A Publicly Listed Company 
NIRE. 35300010230
 
CORPORATE GOVERNANCE POLICY
 APPROVED BY THE BOARD OF DIRECTORS AT THE MEETING OF MAY 5, 2008
 
1.    
Purpose
 
This Corporate Governance Policy (Policy) consolidates the principles and practices of Corporate Governance adopted by Banco Itaú Holding Financeira S.A. (Itaú Holding).
 
Corporate Governance involves the guidance and monitoring of the relationships between the Company, the Board of Directors, the Board of Executive Officers, the Statutory Committees, the Independent Auditors, the Fiscal Council, the company’s Stockholders and the Market. Good Corporate Governance practices add value to society, facilitating the company’s access to capital and contributing to its longevity.
 
The key principle upon which Itaú Holding’s Policy rests is the quest for excellence in Corporate Governance with a view to strengthening and creating the best conditions for the development of its subsidiaries.
 
The Policy is linked to the Bylaws, the Internal Charters of the Board of Directors and other statutory bodies and Committees, to the Code of Ethics and other internal regulations of Itaú Holding,  and reflects the existing structures for protecting the interests of the stockholders and the market, acting as guidelines for company’s management.
 
2.    
Regulatory Environment and Self-regulation
 
Itaú Holding is a publicly listed financial institution. Its shares are traded on three stock exchanges: the  São Paulo Stock Exchange (BOVESPA), the Buenos Aires Stock Exchange (BCBA) and the New York Stock Exchange (NYSE). In the latter, trading is through the intermediary of  depositary receipts (ADRs).

As a financial institution, the company is subject to the rules of the National  Monetary Council (CMN)  and the rules and supervision of the Central Bank of Brazil.

As a publicly listed company, with shares traded on the aforementioned exchanges in Brazil, Argentina and the United States, Itaú Holding is subject to the rules and supervision of the local capital market regulators: the Brazilian Securities and Exchange Commission (CVM), the Argentine Comisión Nacional de Valores (CNV) and the US Securities and Exchange Commission (SEC), respectively, including Corporate Governance standards.

In Brazil, the principal regulation applicable to Itaú Holding stems from its adhesion to BOVESPA’s  Special Corporate Governance Level 1 listing, effected on a voluntary basis in June 2001. This requires that the company adopt differentiated practices of corporate governance, such as greater transparency in rendering information to the market, maintenance of a minimum free float and share dispersion via public offerings as part of a process of respect for minority stockholder interests. In addition, in 2007, Itaú Holding signed up to the  ABRASCA Manual for Control and Disclosure of Material Information.

In the United States, Itaú Holding is subject to the Sarbanes-Oxley Act of July 2002, as well as NYSE and SEC requirements, among which are the need to establish an Audit Committee and the certification of the company’s internal controls and financial statements. The constitution of an Audit Committee is also contained in the Brazilian regulations (CMN Resolutions 3198/04 and CNSP 118/04).
 

 
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3.    
Code of Ethics
 
Itaú Holding’s operations are based on principles which support an organizational culture focused on the advancement of people both personally and professionally, strict compliance with the rules and regulations and a permanent vocation for development. To help the organization implement these principles, Itaú Holding instituted a Code of Ethics in 2000, since widely disseminated throughout the company. This document was revised in October 2005 in order to better adjust Itaú Holding to its place in the global environment.
 
4.    
Senior Management
 
The Senior Management encompasses the General Stockholders’ Meeting and the following statutory bodies: Board of Directors, Board of Executive Officers, Fiscal Council, Advisory Board, International Advisory Board, Appointments and Compensation Committee, Audit Committee, Disclosure and Insider Trading Committee, Capital and Risks Management Committee and Accounting Policies Committee.

The statutory committees (Committees) maintain a relationship with the Board of Directors and have their members elected or nominated by this body, the purpose being to create conditions for the uniform treatment and systematization of subjects of strategic relevance and control of Itaú Holding. The Board of Directors, the Board of Executive Officers and the statutory Committees in their role as collegiate bodies seek to achieve consensus through the dialog and systemic vision which characterize the management of Itaú Holding.
 
4.1.     General Meetings
 
The company’s supreme body is the General Stockholders’ Meeting, which meets on an ordinary or extraordinary basis as a result of convening pursuant to the Brazilian Corporate Law.

The Ordinary General Meeting is held within the first four months of each year to receive, consider and vote on the financial statements presented by the management, deliberate on the allocation of the net income for the fiscal year, distribution of dividends and the election of the members of the Board of Directors and the Fiscal Council. The Extraordinary General Meeting is held when convened to deliberate on key matters (which are not within the Ordinary General Meeting’s mandate).
 
4.1.1.     Voting and Types of Shares
 
The Bylaws provides for two types of shares: common and preferred, both of them book entry, without par value and pertaining to a single class. Each common share gives its holder the right to one vote in the General Meetings.

The preferred shares carry no voting rights, except in specific cases provided in law, but grant their holder (i) priority in receiving the annual, non-cumulative minimum dividend of R$ 0.022 per share, (ii) participation on equal terms with the common shares in the distribution of profits once the common shares have been assured dividends as determined in (i) above, and (iii) the right, in the event of an eventual sale of a controlling stake, to be included in the public share offering to ensure that they receive a price that is equal to 80% of the value paid per voting share pertaining to the block of controlling stockholders (tag along).
 
4.2.     Board of Directors, Board of Executive Officers and Committees
 
The Board of Directors, acting as a collegiate body, is the mandatory organ of a publicly listed company. It is incumbent on this body (inter alia) to establish the general guidelines for the company’s businesses, to elect the members of the Board of Executive Officers and supervise the latter’s management. The operational and executive functions are incumbent on the Board of Executive Officers, respecting the guidelines established by the Board of Directors.
 

 
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The structure, composition and powers of the Board of Directors are contained in Itaú Holding’s Bylaws and its rules for functioning are established in the Internal Charter. Based upon best Corporate Governance practice and to promote the renewal among the members on the Board of Directors, in 2006, Itaú Holding’s Bylaws introduced a provision, contingent on some transition rules, for the ineligibility for election to the Board of Directors of persons 75 years of age or more.

The Board of Directors is made up of stockholders of Itaú Holding and may have between 5 (five) and 20 (twenty) members. At the first meeting following the General Meeting which elects it, the Board shall choose from among its peers, its Chairman and from 1 (one)  to 3 (three) Vice-Chairmen.


Independent Member of the Board of Directors
The independence of the Board Members is designed principally to protect the interests of the company and its minority stockholders, and to stimulate the debate of ideas which may differ from those held by the Directors nominated by the controlling stockholder block. In this context, the Internal Charter of the Board of Directors provides that the independent Directors may meet to examine specific themes of interest to the company, reporting  back to the Chairman of the Board of Directors on matters raised and eventual suggestions on measures to be adopted.

An independent Director is characterized as one who has neither a commercial relationship nor one of any other nature with the company, with a company under the same control, with the controlling stockholder or with a member of a management body which may (i) the cause of a conflict of interests; or (ii) be prejudicial to his/her capacity and impartiality of analysis and appreciation.

In this context, a person cannot be deemed independent when he/she, for example:
 
1. 
holds a stake, directly or indirectly in the capital stock of the company or any other company controlled by the former or under its joint control, equal or in excess of 5% (five per cent);
 
2. 
is part of a stockholders’  agreement or is connected to the controlling block, directly or indirectly (through the intermediary of a corporate entity or family relation*);
 
3.  is or has been in the past three years an employee or officer of the company or of a company subject to the same control, or whose family member* is or was an officer of the company or of a company subject to the same control;
 
4.  is or was (or whose family member* is or was), in the past three years, the responsible technical person, partner, officer, manager, supervisor or any other member, with a managerial function, of the team involved in the work of the external audit of the company or of a company subject to the same control.
 
The Appointments and Compensation Committee, whose analysis shall not be necessarily restricted to the limits or relationships exemplified above, shall certify a Director’s independence.

The Director who remains in his/her post for 12 (twelve) consecutive years shall be deemed to no longer be independent.

* Family members are spouses, relations and the like directly descended or once and twice removed.
 
 
4.2.1.     Appointments and Compensation Committee
                    
The principal function of the Appointments and Compensation Committee is to establish the compensation policy for the officers of  Itaú Holding and subsidiaries, encompassing the apportioning of the global and annual amount set by the General Meeting, the effecting of profit sharing payments and stock option grants and the concession of fringe benefits and representational values. This policy shall be applied on the basis of corporate responsibilities, contribution to results and the development of the companies, time dedicated to functions, professional competence and  reputation and the value of the services in the market.
 

 
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It is also incumbent on this Committee: (i) to analyze and propose names to the Board of Executive Officers of Itaú Holding; (ii) to propose to the Board of Directors the members to be part of the Statutory Committees; (iii) to opine on situations where there is a potential conflict of interests related to the participation of members of the Board of Directors or Board of Executive Officers in the statutory organs of other corporations and (iv) to propose the criterion for evaluation of the activities of the Board of Directors.

The Committee comprises from 6 (six) to 8 (eight) persons elected annually by the Board of Directors from among the members of the Board itself, from the Board of Executive Officers and from subsidiaries and professionals of proven knowledge in the area, conditional upon the majority of the Committee being members of the Board of Directors.

Stock Option Plan
Since 1995, Itaú Holding has adopted the practice of including stock option grants in the compensation of its executives and those of its subsidiaries.

The purpose of the Stock Option Plan is to integrate executives into the company’s development over the medium to long-term, providing them with the opportunity of participating in the additional value which their work and dedication has brought to the company. The management of this Plan is incumbent on the Appointments and Compensation Committee which every year designates people considered eligible to options grants as well as the quantity and price of each option grant.

 
4.2.2.     Audit Committee
 
The Audit Committee, instituted by the General Meeting in April 2004, is the sole body covering Itaú Holding and its subsidiaries and affiliates, whether direct or indirectly held, (“ Itaú Financial Conglomerate”) and reporting to the Board of Directors. This Committee meets in full the requirements laid down by the CMN Resolution 3198/2004, CNSP Resolution CNSP 118/2004, the Sarbanes-Oxley Act and NYSE rules.

Pursuant to its Internal Charter, approved by the Board of Directors, it is incumbent on the Audit Committee to vouch for: (i) the quality and integrity of the financial statements; (ii)  compliance with legal and regulatory requirements; (iii) the activities, independence and quality of the work of the independent audit companies and the internal audit; and (iv) the quality and efficacy of the  internal controls systems and risk management.

The Audit Committee consists of at least, three and, and a maximum of seven members, elected annually by the Board of Directors from among its standing members and from professionals with proven knowledge in the audit area, conditional on the majority being made up of members of the Board of Directors, who shall also appoint the Committee’s Chairman. In electing the members, due consideration shall be given to the criteria of independence contained in the applicable regulations as well as the requirement that one of its members has the knowledge which may qualify him/her as a financial expert as described in the Audit Committee’s Regulations.

On June 30 and December 31, the Audit Committee prepares a report involving the monitoring of activities related to the independent and internal audits and the system of internal controls and risk management. This report is maintained at the disposal of the Central Bank of Brazil, the Private Insurance Superintendency  and the Board of Directors and a summary  of the report published together with the account statements for these periods. In addition, the Committee shall formally notify the Central Bank of Brazil and the Private Insurance Superintendency of any eventual evidence of: (i) non-compliance with the legal rules and regulations, which place at risk the continuity of any of the Itaú Financial Conglomerate’s components; (ii) frauds of any amount practiced by a member of management of any company in the Itaú Financial Conglomerate; (iii) material frauds practiced by employees of any company in the Itaú Financial Conglomerate, or by third parties; and (iv) errors which result in material inaccuracies in the financial statements of any company pertaining to the Itaú Financial Conglomerate.

 
4.2.3.     Disclosure and Insider Trading Committee
 

 
CORPORATE GOVERNANCE POLICY OF  MAY 5 2008 OF BANCO ITAÚ HOLDING FINANCEIRA S.A
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CVM Instruction 358 of July 2002 has ordained that publicly listed companies shall adopt a Policy for Disclosure of Material Acts or Facts (Disclosure Policy) and may adopt an Insider  Trading Policy (Insider Trading Policy). Itaú Holding has adopted both.

In addition to the Disclosure Policy and the Insider Trading Policy, Itaú Holding, has further expanded the scope of the CVM Instruction by creating a specific committee for the management of these Policies. Among publicly listed companies in Brazil, Itaú Holding was a pioneer in the creation and operation of this committee, its focus always on best Corporate Governance practice.

The prime function of the Disclosure and Insider Trading Committee is to administer the Disclosure and Insider Trading Policy. Its operations cover a broad spectrum of internal actions for improving the flow of information and certifying the ethical conduct of its managers and employees who are signatories to the Policies, in such a way as to: (i) ensure the transparency, quality, equality and reliability of the information provided to stockholders, investors, the press, governmental authorities and other capital markets agents; (ii) comply with and apply the criteria established in the Policies, in order that managers, stockholders, controllers and employees as well as third parties that enjoy a professional relationship or position of trust with the company, respect the ethical and legal standards in the trading of the company’s securities, or values benchmarked to them; (iii) evaluate the guidelines and procedures of the Insider Trading Policy and those that shall be complied with in the disclosure of a material act or fact and in the maintenance of the confidentiality of such information established in the Disclosure Policy as well as the prior analysis of the content of press releases; (iv) monitor and regulate adhesion of the managers and other employees of the Itaú Financial Conglomerate to the Policies, and (v) investigate cases of infringements of the Policies, bringing eventual infringements to the notice of the Board of Directors  and the Ethics Committee.

The Committee consists of the Investor Relations Officer and from 6 (six) to 10 (ten) persons elected annually by the Board of Directors from among the members of the Board itself, from the company’s Board of Executive Officers  and subsidiaries and from among professionals of proven knowledge in the capital markets’ area, conditional on the Committee’s majority being made up of members of the Board of Directors.

Operating Rules for Treasury

In November 2004,  following a detailed national and international survey of best Corporate Governance practice, Itaú Holding became the first Brazilian company to voluntarily adopt Operating Rules for the Trading of Shares as Treasury Stock (Rules). The Rules were introduced to govern the trading of own shares undertaken by Itaú Holding on the Stock Exchanges where the company’s shares are negotiated.

In management’s view, Itaú Holding’s adoption of these Rules has brought innumerous benefits, among which are the reduction of operating, financial and strategic risk, the creation of an in-house culture for these operations in the capital markets, the reduction in the possibility of market concentration or improper price formation, and the bolstering of the strategy for repurchase of securities focused on the preservation of liquidity and stockholder value. All this has led to a greater transparency for this type of operation.

 
4.2.4.     Capital and Risks Management Committee
 
The Extraordinary General Meeting of April 23 2008 approved the establishment of the Capital and Risks Management Committee in compliance with CMN’s resolutions and as part of the process of reinforcing the structure of internal controls. The Committee comprises from 6 (six) to 8 (eight) persons elected annually by the Board of Directors from among the members of the Board itself, from the Board of Executive Officers and from subsidiaries and from among professionals of proven knowledge in the area of risk management and the allocation of capital, conditional on the majority the Committee’s members being members of the Board of Directors.

It is incumbent on the Committee to revise and approve the policies and methodologies and monitor the risks and allocation of capital, establishing limits: (i) for exposure to credit, market, operating  and
 

 
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subscription risks; and (ii) for capital allocation, considering the risk adjusted return and ensuring full compliance with regulatory requirements.

 
4.2.5.     Accounting Policies Committee
 
The Meeting of April 23 2008 also approved the setting up of the Accounting Policies Committee, made up of 6 (six) to 8 (eight) members elected annually by the Board of Directors from among the members of the Board itself, from the Board of Executive Officers and from subsidiaries and from among professionals of proven knowledge in the accounting and auditing areas, conditional on the majority of the Committee’s members being members of the Board of Directors.

It is incumbent on the Accounting Policies Committee to review and approve the accounting policies and procedures for: (i) ensuring compliance to regulatory standards and their uniform application throughout the Itaú Conglomerate, with an emphasis on estimative, evaluation and judgmental criteria; and  (ii) monitoring the process for preparation of the Account Statements and the Management Discussion and Analysis Report, on a quarterly basis, for the purposes of publication and disclosure.
 
4.3.     Advisory Boards
 
Itaú Holding has an Advisory Board and an International Advisory Board.

The Advisory Board is a statutory body comprising from 3 (three) to 20 (twenty) members, elected annually by the Board of Directors. It is the Board’s function to cooperate with the Board of Executive Officers through suggestions for the solution of specific themes, the examination of which has been requested of it.

The International Advisory Board is a statutory body which meets to examine world economic prospects and the implementation of internationally accepted codes and standards, particularly in the areas of monetary and financial policy, Corporate Governance, capital markets, payment systems and prevention of money laundering. In this way, the International Advisory Board seeks to contribute to expanding Itaú Holding’s standing in the international financial community. The International Advisory Board has as members the CEO of Itaú Holding and 3 (three) to 20 (twenty) other members with outstanding knowledge of international financial and economic affairs.
 
4.4.     Fiscal Council
 
The Fiscal Council is an independent body consisting comprising from 3 (three) to 5 (five) members elected by the General Meeting to monitor the activities of management and the independent auditors. The composition, functions and responsibilities of the Fiscal Council are established in its Internal Charter. Its responsibilities include the preparation of a technical report on the quarterly and annual reports to be submitted for approval of the stockholders (these reports must be made available to stockholders at least one month before the date set for the Ordinary General Meeting). The preferred stockholders have the right to elect one standing member and his/her respective alternate to the Fiscal Council. Minority stockholders representing together 10% (ten per cent) or more of the voting shares  are equally entitled to elect one councilor and his/her alternate.

Pursuant to the Bylaws of Itaú Holding, the Fiscal Council is not permanently installed and in accordance with the Brazilian Corporate Law, its installation depends on a resolution on the part of the Board of Directors. However, in practice the Fiscal Council has been installed without interruption since 2000. The members nominated by the controlling group of Itaú Holding are independent professionals according to the criterion established in the NYSE’s Corporate Governance recommendations, and have a wide experience of the financial market.
 
5.     Stockholders’ Rights
 
5.1.     Dividends Policy
 


 
CORPORATE GOVERNANCE POLICY OF  MAY 5 2008 OF BANCO ITAÚ HOLDING FINANCEIRA S.A
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Since July 1980, Itaú Holding maintains a dividend distribution policy of monthly payments of dividends and semi-annual and annual complementary payments.

The stockholders have the right to receive a mandatory dividend in each fiscal year. The dividend value may be no less than 25% (twenty-five percent) of the net income reported in the same fiscal year, adjusted for the decrease or increase in values specified under letters “a” and “b” of subsection I of Article 202 of Law 6,404/76 and pursuant to subsections II and III of the same legal provision. In addition to the mandatory dividend, the Board of Directors may (i) propose to the Ordinary General Meeting the payment of dividends calculated on the basis of retained earnings, revenue reserves and in some cases capital reserves and (ii) establish the payment of interest on capital. Interim dividends or interest on capital  are integral to the mandatory dividend for the fiscal year.
 
5.1.1.       Dividend Reinvestment Program

The Dividend Reinvestment Program (PRD) was created in 2004, as one more benefit to the stockholders of Itaú Holding. Through this program, stockholders can automatically reinvest their dividends in the purchase the company’s preferred or common shares. Any stockholder that holds a current account with Banco Itaú S.A. is eligible to participate in the PRD, whether  a private individual or a corporate entity, except those that are signatories to Itaú Conglomerate’s Trading Policy and have shares held in custody with the Book Entry Shares System of Banco Itaú S.A.

Itaú Holding’s PRD  was the first dividends reinvestment program of a Brazilian company, registered and approved by the Brazilian Securities and Exchange Commission - CVM. It has the following advantages for the Itaú Holding stockholder: (i) it offers a reliable, efficient, systematic and organized alternative for the purchase of shares; (ii) it allows individual share purchase bids to be bundled with the bids of all other stockholders of the same company that have signed up to the PRD; this permits an increase in investment volume and a consequent reduction in brokerage fees compared with the standard form of share acquisition; and (iii) it fosters a gradual increase in the participation in the company’s capital, and in distributed dividends.
 
5.2.     Tag Along

Tag Along rights are a defense mechanism for minority stockholders (not part of the controlling shareholder block), which ensures such stockholders a minimum price to be paid per share held in the event of an eventual sale of a controlling interest in the company.

Brazilian corporate legislation dictates that when a publicly listed company is sold, the acquiring entity must make a public offering to acquire the common shares of the minority stockholders  at a price at least equal to 80% (eighty percent) of the value per share paid to the controlling group. At a General Meeting held in April 2002, Itaú Holding extended the same tag along privileges to preferred stockholders. Thus, tag along rights at Itaú Holding give the right not only to the holders of common shares (as enshrined in law), but also to the holders of preferred shares.

BOVESPA has included Itaú Holding in ITAG – Special Tag Along Stock Index. The Exchange established this index to differentiate and add value to companies that dedicate greater attention and care to their minority stockholders.
 
6.     Transparency
 
6.1.     Investor Relations
 
The Investor Relations (IR) area’s policy is to disseminate information on Itaú Holding in a transparent and accessible manner as the basis for an investment in the company’s shares. In this way the area seeks to consolidate and maintain the Itaú Holding’s image of leadership  and innovation in the capital markets, always reinforcing  respect for legal and ethical principles.

Public meetings undertaken by the IR area are one of the most important and appreciated channels of communication by investors, analysts and stockholders. The opportunity to discuss strategies and reported earnings with senior management can be a decisive factor in reaching investment decisions.
 

 
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BOVESPA requires that companies with a Corporate Governance level listing undertake an investors meeting at least once a year.

Since 1996, Itaú Holding has promoted public meetings in the different APIMEC (National Association of Capital Markets’ Analysts and Investment Professionals) regions as well as various presentations in the United States and Europe. At these meetings and presentations with the domestic and international financial community, Itaú Holding endeavors to explain its performance, strategy for creating stockholder value and the outlook for the future, among other themes of investor interest.

Among other salient  points in the Investor Relations policy are the area’s website and the National and International Conference Calls with stockholders, research analysts and potential investors. The latter events are held quarterly one day after the Itaú Financial Conglomerate’s earnings are released and under certain circumstances,  following the disclosure of material facts. These initiatives play a key role in Corporate Governance practices: they establish, in a dynamic and democratic way, the opportunity for direct contact between stockholders, the market and Itaú Holding, facilitating access to pertinent information on the company.
 
6.2.     National and International Stock Indexes
 
In pursuing its objective of excellence in Corporate Governance, Itaú Holding has been successful in becoming a component of the principal stock indexes which measure the degree of the company’s adhesion to practices which are recognizably effective in this area. The indexes included ITAG, already mentioned above, and IGC – BOVESPA’s Special Corporate Governance Stock Index, a listing which encompasses those companies able to offer greater investor security.

In the same direction, Itaú Holding’s shares have now become a component of BOVESPA’s Corporate Sustainability Stock Index (ISE). This index was established in conjunction with various institutions, among them the Brazilian Institute of Corporate Governance, so becoming a benchmark for socially responsible investment and a catalyst for good practice in the Brazilian business métier.

Itaú Holding’s shares have been a component of the Dow Jones Sustainability World Index (DJSI World) since its inception in 1999. DJSI World selects companies with recognized corporate sustainability with the capacity to create stockholder value over the long-term by successfully maximizing opportunities and managing risks associated to economic, environmental and social factors. The index considers not only financial performance but also more especially, the management quality of the company which should combine economic value with social and environmental activities as a means towards long-term sustainability.
 
7.     Business with Related Parties
 
Business conducted between Itaú Holding and related parties is based on respect for legal and ethical norms.

These norms are not restricted to the capacity of Itaú Holding to conclude transactions with its financial institution affiliates in the interbank market and conducted at the same  prices, terms and rates as those prevailing in the market. These operations are eliminated from the consolidated position and from the results of the operations of Itaú Holding, supervised by the independent auditors and published quarterly in the Account Statements.

The other contracts with related parties adopt the same criterion of strict compliance with the legislation to exclude any intercompany partiality or favoritism towards the controlling stockholder group. For this reason, these contracts are always subject to exhaustive analysis by Senior Management.
 
8.     Socio-environmental Responsibility
 

 
 
CORPORATE GOVERNANCE POLICY OF  MAY 5 2008 OF BANCO ITAÚ HOLDING FINANCEIRA S.A
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Itaú Holding’s socio-environmental practices are characterized by the ethical and transparent relationship which the company enjoys with employees, customers, stockholders, suppliers, governments, non-governmental organizations, the press, partners, communities and other strategic stakeholders. These practices are based upon the respect for the human being, legality and diversity, as well as the commitment to the quality of products and services and with the preservation of the environment. The company relies on two internal bodies of governance which are made up of representatives from various areas: the Socio-environmental Responsibility Commission and the Socio-environmental Responsibility Executive Committee.

Itaú Holding communicates with its strategic public through various channels, among which are the Itaú Social Foundation and the Itaú Cultural Institute. Both are catalysts for the company’s social investments, the former focused on quality public school education and the second on the dissemination of Brazilian culture.

Itaú Holding’s collegiate bodies (Board of Directors, committees and commissions) are also involved in discussions on the socio-environmental theme. Among these organs, the most important are the Senior Ethics Commission, the Audit Committee, the Disclosure and Insider Trading Committee and the Commission for Prevention and Fight against Illegal Activities Commission.

The campaign undertaken by Banco Itaú S.A., a wholly owned subsidiary of Itaú Holding, denominated the Rational Use of Credit as well as Itaú Holding’s adhesion to the Equator Principles are both emblematic of the organization’s concern with credit policies and sustainable development which are aligned to the aspirations of contemporary society.
 
9.     Itaú’s Vision

Itaú Holding’s focus is on creating stockholder value. One of the means of achieving this is through the adoption of best Corporate Governance practice, a continuous and long-term process directed towards the company’s sustainable growth.

In this context, values of transparency, ethics and a constant concern with the community together with a high degree of social and environmental responsibility are upper most, the consequence being the strengthening of Itaú Holding as a solid and long-lasting organization.

Itaú’s vision epitomizes this objective and underscores the commitment of Itaú Holding to its internal stakeholders, with the stockholders and the community at large:

“To be the industry’s best performing bank and built to last, renowned for being sound and ethical, distinguished by highly motivated teams, committed to customer satisfaction, to the community and to generating competitive advantages”.
 
 
     
 
 
 
 
 
 
 

EX-99.6 7 ss37221_ex9906.htm INFORMATION ON THE RESULTS FOR THE FIRST QUARTER OF 2008
 
Banco Itaú Holding Financeira S.A.
 
 
A Publicly Listed Company
CNPJ. 60.872.504/0001-23
 

 
INFORMATION ON THE RESULTS FOR THE FIRST QUARTER OF 2008


We present below the main results of Banco Itaú Holding Financeira S.A. (Itaú) for the first quarter of 2008. The complete financial statements and the Management’s Discussion & Analysis Report are available on the Itaú  website (http://www.itauri.com.br).
 
1.
Consolidated net income of Itaú in the first quarter of 2008 totaled R$ 2,043 million, with annualized return of 28.1% on average equity. Excluding the quarter’s non-recurring effects of R$ 65 million, the recurring net income was of R$ 1,979 million, with annualized return of 27.2%. Consolidated stockholders’ equity totaled R$ 29.3 billion, a 17.2% increase as compared to March 2007. Basel ratio was 16.6% at the end of March 2008.
 
2.
The preferred shares of Itaú showed an appreciation of 9.9%, as compared to the quotation of March 31, 2007. The market value of Itaú at Stock Exchanges was R$ 93.9 billion at the end of March. We highlight in the quarter the repurchase of 24.6 million of its own shares by treasury.
 
3.
Itaú paid or provided R$ 1.8 billion for its own taxes and contributions for the quarter. In addition, it withheld and passed on taxes, which were directly levied on financial operations, in the amount of R$ 1.0 billion.
 
4.
Itaú’s consolidated assets increased 27.1% as compared to March 2007, totaling R$ 327.6 billion. The loan portfolio, including endorsements and sureties, grew 36.2% as compared to the same period of 2007, totaling R$ 137.7 billion. In Brazil, non-mandatory loans to individuals segment grew 38.0% in relation to March 2007, reaching R$ 57.9 billion, while the very small, small and middle-market company segment grew 49.9% as compared to March 2007, totaling R$ 25.2 billion.
 
5.
Total free, raised and managed own assets increased 23.6% as compared to the same period in the previous year, totaling R$ 506.5 billion. Savings deposits increased 22.1%. Technical provisions for insurance, pension plan and capitalization reached R$ 25.1 billion, an increase of 24.9% as compared to March 2007.
 
6.
Itaú employed 66,442 people at the end of March. With investments to expand the client service areas, particularly new businesses, the number of employees increased 6.4% as compared to the same period of 2007. The employees’ fixed compensation plus charges and benefits totaled R$ 1.2 billion for the quarter. Welfare benefits granted to employees and their dependants totaled R$ 206 million. In addition, Itaú also invested R$ 16 million in education, training and development programs.
 
7.
Itaú was elected the Best Managed Company in Latin America, in the banking and financial sector, for the 2nd consecutive year, by Euromoney Magazine, and considered the Best Retail Bank in Latin America in an analysis of the last twenty years by Latin Finance Magazine.
 
8.
In the quarter, Itaú Holding invested R$ 23 million in social and cultural projects, of which we highlight the following: the adoption by the Ministry of Education of the “Escrevendo o Futuro” (Writing the Future) Program, which is now converted into the Brazilian Portuguese Language Olympiad, and the continuity of the “Programa Melhoria da Educação no Município” (Improvement in Municipal Schools), in the States of São Paulo and Goiás, and in the State of Piauí (Semi-Arid Region). Also noteworthy is the “Futuro do Presente” (“Future of Present”) exhibition, visited by around 56,000 people, and the expansion of “Enciclopédia Itaú Cultural de Teatro” (Itaú Cultural Theater Encyclopedia) marked by an exclusive performance of the “Vestido de Noiva” (Wedding Dress) play, seen by over 3,000 people.
 

 
 
BANCO ITAÚ HOLDING FINANCEIRA S.A.
INFORMATION ON THE RESULTS FOR THE FIRST QUARTER OF 2008
fls. 2
 
 
9.
In the sustainability agenda, noteworthy is the launch of the “Prêmio Itaú de Finanças Sustentáveis (Itaú’s Sustainable Finance Award), developed in partnership with Instituto Ethos and Sustainability, an English NGO (Non-governmental organization), and the 1st debate of the 2008 cycle of “Diálogos Itaú de Sustentabilidade” (Itaú’s Dialogues on Sustainability) on the theme “Carbon Credit Market: scenarios, trends and challenges” in São Paulo. With the “Navega São Paulo Escolas - De Olho No Tietê” (Keeping an Eye on Tietê) program, Itaú Cultural implements environmental awareness and cultural inclusion programs involving the public in general and 8,000 teachers and students of state schools of the São Paulo metropolitan region.
 
10.
At the A/ESM held on April 23, 2008, stockholders resolved to approve the issue 310.7 million common shares and 294.0 million preferred shares, which will be assigned to stockholders on a non-onerous basis, as a bonus, in the proportion of one new share to every four shares of the same type. Monthly dividends will remain at R$ 0.012 per share, so that the amounts monthly paid to stockholders will be increased by 25%, after including the bonus shares in the shareholding position. 10.3 million common shares and 15.0 million preferred shares, all book-entry, issued by the Company and held in treasury were cancelled, without reduction in the capital stock.
 
11.
To improve Itaú’s conditions to successfully face future challenges on a sustainable basis, significant changes were implemented in the Bank’s organization chart, with effects on decision-making processes and that will leave deep hallmarks in Itaú in the coming years. These changes will give rise to better conditions for the decision-making process, by giving to Itaú’s leaders more opportunities to conduct the Bank’s business. Concomitantly, the activities of Risk Control and Finance, Audit, Internal Controls and Compliance will be more clearly defined and strengthened. The Risk and Capital Management Committee and the Accounting Policies Committee were set up within this context, linked with the Board of Directors.
 
12.
In April 2008, Banco Itaú announced an agreement for the acquisition of 100% of Unión Capital’s shares, a private pension plan company which manages a pension fund in Uruguay. The fund has 162,000 clients and managed assets of approximately US$ 634 million, representing approximately 20% of the pension funds assets in Uruguay.
 
13.
On April 30, 2008, Standard & Poor’s, a rating agency, upgraded the domestic and foreign exchange long-term credit ratings of Banco Itaú and Banco Itaú BBA from BBB- to BBB, maintaining these Institutions at the highest level awarded to Brazilian banks.
 
The aforementioned information on the results for the first quarter includes forward-looking statements.  We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting our business.  These forward-looking statements are subject to risks, uncertainties and assumptions including, among other risks: increases in defaults by borrowers and other loan delinquencies, increases in the provision for loan losses, increases in the provision for loan losses, deposit attrition, customer loss or revenue loss, our ability to sustain or improve our performance, changes in interest rates which may, among other effects, adversely affect margins, competition in the banking, financial services, credit card services, insurance, asset management and related industries, government regulation and tax matters, adverse legal or regulatory disputes or proceedings, credit, market and other risks of lending and investment activities, changes in regional, national and international business and economic conditions and inflation, and other risk factors as described in our 2006 Annual Report on Form 20-F.
  
The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar words are intended to identify forward-looking statements.  We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.  In light of these risks and uncertainties, the forward-looking information, events and circumstances discussed in this annual report might not occur.  Our actual results and performance could differ substantially from those anticipated in our forward-looking statements.

São Paulo, May 5, 2008.

Olavo Egydio Setubal
Chairman of the Board of Directors




 
 
Alfredo Egydio Setubal
Investor Relations Officer
 

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