-----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, R1sR9pT3UZC7LlUiYYE8aeUgy2DF+Cm03nrdR08/5X7gVY285EFwEGWZGbbHSxwr DC2/88GrfaSjYf9tKk8i4g== 0000947871-09-000523.txt : 20090811 0000947871-09-000523.hdr.sgml : 20090811 20090811164709 ACCESSION NUMBER: 0000947871-09-000523 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20090811 FILED AS OF DATE: 20090811 DATE AS OF CHANGE: 20090811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Itau Unibanco Banco Multiplo 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: 091004269 BUSINESS ADDRESS: STREET 1: PRA?A ALFREDO EGYDIO DE SOUZA ARANHA STREET 2: 100 - TORRE CONCEICAO - 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 CONCEICAO - CEP 04344-902 CITY: SAO PAULO STATE: D5 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: BANCO ITAU HOLDING FINANCEIRA S A DATE OF NAME CHANGE: 20030319 FORMER COMPANY: FORMER CONFORMED NAME: BANCO ITAU SA DATE OF NAME CHANGE: 20010117 6-K 1 ss70571_6k.htm
 


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 August 2009
 
Commission File Number: 001-15276
 
Itaú Unibanco Holding S.A.
(New corporate name of Itaú Unibanco Banco Múltiplo S.A., pending approval of the Brazilian Central Bank)
Itaú Unibanco Holding 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.
 
 
  Itaú Unibanco Holding S.A.*
              (Registrant)
 
         
         
Date:  August 11, 2009 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 Financial Officer  
 
 
 
 
 

* New corporate name of Itaú Unibanco Banco Múltiplo S.A., pending approval of the Brazilian Central Bank.
 
 

 
EXHIBIT INDEX
 
99.1
Meeting of the Board of Directors held on August 10, 2009.
 
99.2
Policy Regarding the Disclosure of Material Information.
 
99.3
Corporate Governance Policy.
 
99.4
Policy for Trading Itaú Unibanco Holding S.A. Securities.
 
99.5
Internal Charter of the Board of Directors.
 
99.6
Meeting of the Fiscal Council held on August 10, 2009.
 
 
 
 
 
 
 

EX-99.1 2 ss70571_ex9901.htm
 
Itaú Unibanco Holding S.A.
(new corporate denomination of ITAÚ UNIBANCO BANCO MÚLTIPLO S.A.)
CNPJ. 60.872.504/0001-23 A Publicly Listed Company NIRE. 35300010230
   

MEETING OF THE BOARD OF DIRECTORS
OF AUGUST 10, 2009

The Board of Directors of ITAÚ UNIBANCO HOLDING S.A. (new corporate denomination of ITAÚ UNIBANCO BANCO MÚLTIPLO S.A., approved by the Extraordinary General Meeting of April 24, 2009 and pending ratification by the Brazilian Central Bank), on August 10, 2009, at 6:30 p.m., met at the company’s head office, with the legal quorum being present and under the presidency of Sr. Pedro Moreira Salles, for the purpose of (i) being notified of the activities of Audit Committee and the report of the External Ombudsman; (ii) examining the financial statements for the period from January to June of 2009, as well as the other matters described below.

 Opening the meeting’s agenda, the Directors were informed of the work undertaken and the principal events involving the activities of the Audit Committee in the period, as well as the quantitative and qualitative report with respect to the operations of the External Ombudsman, implemented at Itaú Unibanco S.A. as a single organizational component of the the Itaú Unibanco Conglomerate.

Subsequently, the account statements for the January to June 2009 period were examined. Following extensive considerations on the part of Roberto Egydio Setubal, Vice Chairman of the Board of Directors and President and CEO of the Executive Board, with respect to the said account statements, the object of: (i) a recommendation for approval, documented in the the Summary of the Audit Committee Report; (ii) a favorable opinion of the Fiscal Council; (iii) an unqualified opinion of the Independent Auditors, the Directors concluded as to the exactness of all the documents examined, approving them unanimously and authorizing their publication, through delivery to the CVM – Brazilian Securities and Exchange Commission, BM&FBOVESPA S.A. – Securities, Commodities and Futures Exchange, SEC – U.S. Securities and Exchange Commission, NYSE – New York Stock Exchange (USA) and BCBA – the Buenos Aires Stock Exchange  - Bolsa de Comercio de Buenos Aires (Argentina).

Finally, the Directors unanimously resolved to amend (i) pursuant to the proposals of the Disclosure and Trading Committee, the text of the Policy Regarding the Disclosure of Material Information, Corporate Governance Policy and Policy for Trading Securities Issued by the Corporation, in the format of Attachments I to III, and (ii) the text of the Internal Charter of the Board of Directors, in the format of Attachment IV.

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, August 10, 2009. (signed) Pedro Moreira Salles – Chairman; Alfredo Egydio Arruda Villela Filho and Roberto Egydio Setubal – Vice Chairmen; Alcides Lopes Tápias, Alfredo Egydio Setubal, Candido Botelho Bracher, Fernando Roberto Moreira Salles, Francisco Eduardo de Almeida Pinto, Guillermo Alejandro Cortina, Gustavo Jorge Laboissiere Loyola, Henri Penchas, Pedro Luiz Bodin de Moraes and Ricardo Villela Marino – Directors.

ALFREDO EGYDIO SETUBAL
Investor Relations Officer
 
 
 
 
 

EX-99.2 3 ss70571_ex9902.htm
Attachment I to the minutes of the Meeting of the Board of Directors of August 10, 2009 of Itaú Unibanco Holding S.A.
 
Itaú Unibanco Holding S.A.
(new denomination of ITAÚ UNIBANCO BANCO MÚLTIPLO S.A.)
CNPJ 60.872.504/0001-23 A Publicly Listed company  NIRE 35300010230


POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION

TABLE OF CONTENTS
 
1. GENERAL PRINCIPLES
 
1.1.
Scope
 
1.2.
Disclosure and Trading Committee
 
2. DEFINITION OF MATERIAL ACT OR FACT
 
2.1.
Material act or fact
 
2.2.
Examples of material acts or facts
 
3. DUTIES AND RESPONSIBILITIES REGARDING THE DISCLOSURE OF A MATERIAL ACT OR FACT
 
3.1.
Duties and responsibilities of the Investor Relations Officer
 
3.2.
Related persons
 
3.3.
Duties and responsibilities of related persons
 
3.4.
Duty of confidentiality (sub-item 6.2)
 
3.5.
Performance forecasts
 
 
3.5.1.
Market expectations
 
4. PROCEEDINGS FOR PREPARATION AND DISCLOSURE OF A MATERIAL ACT OR FACT
 
A)
Procedure for preparation
 
4.1.
Participants
 
4.2.
Standard for disclosure document
 
B)
Procedure for disclosure
 
4.3.
Recipients of the disclosure and responsible bodies
 
4.4.
Simultaneous disclosure
 
4.5.
Timing of disclosure
 
4.6.
Suspension of trading
 
4.7.
Case for non-disclosure of a material act or fact
 
 
4.7.1.
Immediate disclosure
 
4.8.
Rumors
 
4.9.
Means and form of disclosure
 
4.10.
Persons authorized to comment on the content of a material act or fact
 
 
 

 
 
5. DISCLOSURE OF INFORMATION REGARDING QUARTERLY, SEMI-ANNUAL OR ANNUAL RESULTS

5.1.
Information regarding results

5.2.
Preliminary information or advance disclosure

6. MECHANISMS FOR CONTROLLING THE CONFIDENTIALITY OF INFORMATION RELATING TO A MATERIAL ACT OR FACT
 
6.1.
Purpose
 
6.2.
Duty of confidentiality
 
6.3.
Subjective control mechanisms
 
6.4.
Objective control mechanisms

 
7.
CONTROLLED COMPANIES
 
 
7.1.
Policy regarding the disclosure of Material Acts or Facts by publicly listed companies controlled by the company.

 
8.
POLICY VIOLATIONS
 
8.1.
Sanctions
 
8.2.
Reporting of violations
 
 
 
 
 
 
 

 
 
ITAÚ UNIBANCO HOLDING S.A.  POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION (POLÍCY) 2
 


1.
GENERAL PRINCIPLES

Scope
 
1.1. This POLICY establishes the guidelines and procedures to be complied with regarding the disclosure of material acts or facts and the observance of confidentiality regarding such information prior to its disclosure, in accordance with CVM Instruction no 358, dated January 3 2002,  with the objective of ensuring the disclosure to the competent authorities and to the market in general of complete and timely information regarding any material acts and facts relating to the company, as defined in sub-item 2.1., guaranteeing  equity and transparency in such disclosure to all interested parties, free of any privilege for some to the detriment of others.
       
Disclosure and Trading Committee
1.2. In connection with this POLICY, it will be the responsibility of the Disclosure and Trading Committee, constituted as provided for in the company’s Trading Policy:
    a)
to advise the Investor Relations Officer;
    b) to permanently evaluate the POLICY’s applicability to current circumstances and propose any appropriate alterations;
    c)
to decide on any questions regarding the interpretation of its wording;
    d) to take all necessary measures for the disclosure and circulation thereof, including to members of the company’s staff;
    e) to undertake prior analysis of the content of any announcements to the press (press releases), meetings with investors and analysts (road shows), conference calls and public presentations containing material information about the company;
    f) to regulate the declaration of adherence proceeding;
    g) to investigate and decide upon cases of violation;
    h) to analyze any official enquiries from regulatory and self-regulated entities and prepare the respective answers;
    i) to propose solutions for any cases of omission or exceptions.

2.
DEFINITION OF MATERIAL ACT OR FACT

Material act or fact
 
2.1. The term material will be applied to any decision of a controlling shareholder, any resolution taken by a general shareholders’ meeting or by any area of company management, or any other act or fact of a management policy, technical, business or economic-financial nature occurring in or related to the company’s business, which may materially interfere with:
    2.1.1. 
the price of securities issued by the company or indexed to the same;
    2.1.2.  the decision of investors to buy, sell or hold such securities;
    2.1.3.
the decision of investors to exercise any of their rights as holders of securities issued by the company or indexed to the same.
 
ITAÚ UNIBANCO HOLDING S.A.  POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION (POLÍCY) 3
 
 
 

 
 
 
     
Examples of material acts or facts
2.2.
The following are examples of material acts or facts, to the extent that they can result in any of the above-mentioned effects:
   
2.2.1.
the celebration of any agreement or contract for altering the shareholding control of the company, even if the efficacy of such agreement or contract is conditional;
   
2.2.2.
any change in the control of the company, including by means of the signing of, amendment to or termination of a shareholders’ agreement;
   
2.2.3.
the signing of, amendment to or termination of a shareholders’ agreement to which the company is a party, directly or indirectly, or which has been recorded in the company registers;
   
2.2.4.
the entry or withdrawal of a shareholder that is party to an operational, financial, technological or administrative contract or arrangement with the company;
   
2.2.5.
authorization for the trading of the company’s securities in any market, domestic or foreign;
   
2.2.6.
a decision to de-list the company;
   
2.2.7.
an incorporation, merger or spin-off  involving the company or any affiliated company(ies);
   
2.2.8.
a change in the composition of the company’s net worth;
   
2.2.9.
the acquisition or divestment of a material investment;
   
2.2.10.
the reorganization or winding-up of the company;
   
2.2.11.
a change in the accounting principles adopted by the company;
   
2.2.12.
a debt renegotiation;
   
2.2.13.
the approval of a stock option plan;
   
2.2.14.
a change in the rights and privileges of  the securities issued by the company;
   
2.2.15.
stock split or reverse stock split or the payment of stock dividends;
   
2.2.16.
the acquisition of company shares to be held as treasury stock, or the cancellation or sale of shares thus acquired;
   
2.2.17.
the company’s profits or losses, and the cash distribution of earnings;
   
2.2.18.
the signing or termination of a contract or the failure to sign the same, when expectations of the execution thereof are public knowledge;
   
2.2.19.
the approval of, change in or cancellation of a project, or delays in the implementation of the same;
   
2.2.20.
the initiation, resumption or suspension of the production of a product or provision of a service;
   
2.2.21.
the discovery of, change in or development of a technology or company resources;
   
2.2.22.
changes in the forecasts previously disclosed by the company;
 
ITAÚ UNIBANCO HOLDING S.A.  POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION (POLÍCY) 4
 
 
 

 
 
   
2.2.23. 
application for or granting of extra-judicial intervention, a filing for bankruptcy or the filing of a legal suit capable of affecting the company’s economic and financial situation.

3.
DUTIES AND RESPONSIBILITIES REGARDING THE DISCLOSURE OF A MATERIAL ACT OR FACT
 
Duties and responsibilities of the Investor Relations Officer
3.1.
It is the duty of the Investor Relations Officer to:
     
 
3.1.1.
disclose and communicate to the markets and to the appropriate authorities (sub-item 4.3., “a”) any material act or fact occurring in or related to the company’s  business;
   
3.1.2.
ensure the widespread and immediate disclosure of any material act or fact;
   
3.1.3.
disclose the material act or fact simultaneously in all markets where the company’s securities are traded;
   
3.1.4.
to provide the appropriate authorities, when requested, with  any additional information in connection with the material act or fact disclosed.
       
   
3.1.5. 
in the event of situations as in the preceding sub-item or in the occurrence of an atypical oscillation in the quotation, price or quantity negotiated of securities issued by the company or those indexed to the said securities, to question the persons that have access to material acts and facts with the purpose of investigating if they are aware of information that should be disclosed to the market.
       
Related persons
3.2.
The following persons shall be deemed related to the company:
   
a)
(i) direct or indirect controlling shareholders, officers, members of the Board of Directors, members of the Fiscal Council and of any bodies with technical or advisory functions entrusted to them by the company’s bylaws; (ii) the same persons at the company’s controlling shareholder, at any subsidiaries effectively managed by the company and at any affiliates that may possess knowledge concerning a material act or fact;
   
b)
members of the company’s staff, of that of the company’s controlling shareholder and of any subsidiaries effectively managed by the company and affiliates that, due to their rank, function or position, may possess knowledge concerning a material act or fact;
   
c)
any other person that, due to whatever circumstance, may have  knowledge of relevant information, such as consultants, independent auditors, rating agencies’ analysts and assistants.
       
Duties and responsibilities of related persons
3.3.
The persons referred to in letter “a) (i)” of sub-item 3.2, and only them, shall:
  3.3.1 report to the Investor Relations Officer or, in his/ her absence, to the company CEO, any material act or fact which may come to their
 
ITAÚ UNIBANCO HOLDING S.A.  POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION (POLÍCY) 5
 
 
 

 
 
      knowledge;
    3.3.2
report to the CVM, after having heard the Disclosure and Trading Committee, any material act or fact of which they have personal knowledge, in the event that the Investor Relations Officer fails to comply with his or her duty to disclose.
       
       
Duty of confidentiality (sub-item 6.2)
3.4.
Related persons shall keep confidential any information relating to a material act or fact until the disclosure of the same to the market, in accordance with sub-item 6.2.
       
   
3.4.1. 
Any related party that, inadvertently, communicates a material act or fact to an unrelated party prior to the disclosure of the same to the market, must immediately report the unauthorized communication to the Investor Relations Director, in order that he/she may take the appropriate measures. 
       
Results forecasts
3.5.
The company will not disclose forecasts of its results.
       
Market expectations  
3.5.1.
The company may disclose, on its website  http://www.itauunibancori.com.br, market forecasts for its results, without in any way validating the same;
   
3.5.2. 
The Controller’s Office may review the contents of analysts’ reports, so as to avoid the circulation of data or information that is already publicly known to be incorrect or inaccurate.

4.
PROCEDURES FOR PREPARATION AND DISCLOSURE OF A MATERIAL ACT OR FACT
 
A) Procedures for preparation
   
     
Participants
4.1.
The document disclosing the material act or fact will be prepared by the Disclosure and Trading Committee, which may require the participation of the area(s) of the bank involved in the operation or transaction that gave rise to the material act or fact.
     
Standard for disclosure document
4.2.
The document disclosing the material act or fact should be clear and precise and use language easily understandable by the investor public.
B) Procedures for Disclosure
       
Recipients of the disclosure and responsible bodies
4.3.
The department in charge of corporate affairs will disclose, under the supervision of the Investor Relations Officer, the material act or fact, with priority and simultaneously:
     
   
a)
to the CVM, through its site, to the SEC (U.S. Securities and Exchange Commission), to the NYSE (New York Stock Exchange), using a 6-K form, to the BM&FBOVESPA and, as the case may be, to any other stock exchanges and over-the-counter markets;
   
b)
to the market in general, as explained in sub-item 4.9.
 
ITAÚ UNIBANCO HOLDING S.A.  POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION (POLÍCY) 6
 
 
 

 
 
   
4.3.1.
Subsequent to this disclosure, the person designated by the Investor Relations Officer may disclose the material act or fact to the market by means of e-mail and by posting it on the Investor Relations website, at which time the Press Office can also disclose it.  The Press Office is the area responsible for maintaining contact with the media in general and talking with journalists.
       
Simultaneous disclosure
4.4.
Any material act or fact reported by any means of communication or in meetings with industry associations, investors, analysts or any other specific audience, in Brazil or abroad, should be simultaneously disclosed to the market(s) where the company’s securities have been authorized to trade (sub-item 3.1.3).
       
Timing of disclosure
4.5.
The disclosure of a material act or fact should, whenever possible, be made after trading hours or before the opening of the following day’s trading, in those stock exchanges and over-the-counter markets where the company’s securities have been authorized to trade.
   
4.5.1. 
If the company’s securities have been authorized to trade simultaneously in markets in different countries, where the opening and closing times for trading are incompatible, the trading hours of the Brazilian market shall prevail, for the purposes of sub-item 4.5.
       
Suspension of trading
4.6.
Should it be imperative that the disclosure of a material act or fact take place during trading hours, the Investor Relations Officer may request, provided that the request is made simultaneously, the domestic and foreign stock exchanges and over-the-counter markets to suspend trading in securities issued by the company or indexed to the same for as long as it takes to adequately disclose the material information.
       
Case for non-disclosure of a material act or fact
4.7.
Material acts or facts may exceptionally not be disclosed if the controlling shareholders or management consider that such disclosure will put the legitimate interests of the company at risk.
       
Immediate disclosure
 
4.7.1.
The Investor Relations Officer will immediately disclose the material act or fact referred to in sub-item 4.7 if control over the material information is lost, if there is any atypical fluctuation in the price or trading volume of the securities issued by the company or indexed to the same, or if the CVM or the SEC orders the disclosure.
   
4.7.1.1. 
Where appropriate, the Investor Relations Officer shall provide any necessary explanations to the stock exchanges.
       
Rumors
4.8.
The company shall not comment on any rumors in the market concerning it, except if such rumors materially affect the prices of its securities.
 
ITAÚ UNIBANCO HOLDING S.A.  POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION (POLÍCY) 7
 
 
 

 
 
Means and form of disclosure
4.9.
Such market disclosure as is required by law will be made through the publication of announcements in those newspapers of widespread circulation habitually used by the company, and in the State Official Gazette.
   
4.9.1.
Additionally, the company may disclose the material act or fact using the following means:
     
a)    
the worldwide web (Internet) on the website://www.itauunibancori.com.br;
     
b)
e-mail;
     
c)
conference call;
     
d)
public meeting with class entities, investors, analysts, or other interested parties, in Brazil or abroad;
     
e)
announcements to the press (press releases);
     
f)
Broadcasting media used by the market.
   
4.9.2.
disclosure through newspaper announcements (sub-item 4.9) can be done in summary form, provided that it indicates the Internet addresses where the complete information is available for those interested, with content at a minimum identical to that sent to the entities referred to in letter “a” of sub-item 4.3.
   
4.9.3.
The material act or fact shall be disclosed internally for the general knowledge of all.
         
Persons authorized to comment on the content of a material act or fact
4.10.
The Investor Relations Officer, or the person(s) indicated by him, or, in the absence of the latter, the person(s) indicated by the company CEO, shall be the only persons authorized to comment on, explain or provide more detail regarding the content of a material act or fact.
 
 
5.
DISCLOSURE OF INFORMATION REGARDING QUARTERLY, SEMI-ANNUAL AND ANNUAL RESULTS
 
Information regarding results
5.1.
The Investor Relations Officer should determine and advise the market, with advance notice compatible with market standards, of the dates on which the quarterly, semi-annual and annual results, duly audited, will be announced.
     
Preliminary information or advance disclosure
5.2.
Notwithstanding the dates established in sub-item 5.1 for announcing results, the Disclosure and Trading Committee may, according to opportunity and convenience:
 
ITAÚ UNIBANCO HOLDING S.A.  POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION (POLÍCY) 8
 
 
 

 
 
6.
MECHANISMS FOR CONTROLLING THE CONFIDENTIALITY OF INFORMATION RELATING TO A MATERIAL ACT OR FACT
 
Purpose
6.1.
The mechanisms for controlling the confidentiality of information relating to a material act or fact (Material Information) are intended to effectively preserve the confidentiality of such information until it is disclosed to the appropriate authorities and to the market.
     
Duty of confidentiality
6.2.
Related persons (sub-item 3.2) should keep confidential any Material Information until the disclosure thereof, and to take care that such confidentiality is respected.
   
6.2.1.
Any related person that leaves the organization, or that ceases to be involved in the transaction or project to which the Material Information refers, shall continue to be bound by his  or her obligation of confidentiality until such time as such information is disclosed to the appropriate authorities (sub-item 4.3, “a”) and to the market.
     
Subjective control mechanisms
6.3.
Persons related to the company (sub-item 3.2) shall signal their adherence to the POLICY by signing a specific declaration (Attachment 1) at the time they are hired, appointed, promoted or transferred, or become aware of any material act or fact, in which they declare that they are aware of the terms of the POLICY and are committed to comply with the same.
   
6.3.1.
The Disclosure and Trading Committee shall indicate the positions required to adhere to the POLICY in each of the company’s Offices.
   
6.3.2.
The Office responsible for a transaction or operation that may give rise to a material act or fact shall indicate any additional staff members or third parties that should be required to adhere to the POLICY.
   
6.3.3.
The adherence should take place subsequent to the internal communication of this POLICY.
   
6.3.4. 
The department in charge of corporate affairs will handle the adherence of persons occupying positions subject to appointment according to the company’s bylaws, and of controlling shareholders.
     
6.3.4.1. 
The adherence of any other persons shall be the responsibility of the Compliance Officer of the respective Office in which such staff members may work or come to work, or which is responsible for the hiring of third parties.
 
ITAÚ UNIBANCO HOLDING S.A.  POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION (POLÍCY) 9
 
 
 

 
 
Objective control mechanisms
6.4.
The declarations of adherence,  as provided for in sub-item 6.3.4.1, shall be immediately reported to the department in charge of corporate affairs, which shall maintain a centralized and updated register of all persons that have adhered to the POLICY,  and which shall be responsible for making this register available to the appropriate authorities, whenever requested by the same.
 
6.5.
The related persons (sub-item 3.2) shall act in a diligent manner to preserve the confidentiality of any Material Information, complying with the company’s regulations on this matter.
 
 
7.
CONTROLLED COMPANIES
 
Policies regarding the disclosure of Material Acts or Facts by publicly listed companies controlled by the company
7.1.
Publicly listed companies that are controlled solely by the company should adhere to this POLICY, which will be considered to be the material act or fact disclosure policy of such companies for the purposes of compliance with CVM Instruction no 358, dated January 3 2002.  The material acts or facts relating to such controlled companies should be disclosed in accordance with the terms of this POLICY.
 
7.1.1. 
Notwithstanding the terms of item 7.1., Redecard S.A. should institute a disclosure and trading committee of its own, which will be responsible, as far as Redecard S.A. itself is concerned, for taking the decisions attributed in this POLICY to the Disclosure and Trading Committee.

8.
POLICY VIOLATIONS

Sanctions
8.1.
Failure to comply with this POLICY will render the violator liable to disciplinary sanctions, in accordance with the company’s internal rules and regulations, as well as those provided for in this item, independent of any applicable administrative, civil or criminal sanctions.
   
8.1.1. 
It will be the responsibility of the Disclosure and Trading Committee, with the assistance of the company’s Internal Audit Office, to investigate any cases of violation of the POLICY, with the following provisos:
     
a)
the related persons referred to in letter “a” of sub-item 3.2 shall be subject to the sanctions decided upon by the company’s Board of Directors, subsequent to investigation and referral by the Disclosure and Trading Committee;
     
b)
the related persons referred to in letter “b” of sub-item 3.2 shall be subject to the sanctions of warning, suspension or dismissal for just cause, according to the gravity of the violation;
     
c)
a violation perpetrated by any of the related persons referred to in letter “c”of sub-item 3.2 shall be deemed a breach of contract, entitling the company, at no additional cost, to terminate the respective contract and demand the payment of any penalty established therein, without prejudice of any losses  and damages.
 
ITAÚ UNIBANCO HOLDING S.A.  POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION (POLÍCY) 10
 
 
 

 
 
   
8.1.2.
The Disclosure and Trading Committee shall report any violations to the Board of Directors.
   
8.1.3. 
When the violation is deemed serious, the Disclosure and Trading Committee, without prejudice of its other attributes, shall refer the case to the Ethics Committee.
     
Reporting of violations
8.2.
Any person who adheres to the POLICY and becomes aware of any violation of the same must immediately report the fact to the Disclosure and Trading Committee.
 
 
 
 
 
 
 
 
 
 
ITAÚ UNIBANCO HOLDING S.A.  POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION (POLÍCY) 11
 
 
 

 

ITAÚ UNIBANCO HOLDING S.A.
POLICY REGARDING THE DISCLOSURE
OF MATERIAL INFORMATION
ATTACHMENT 1





DECLARATION OF ADHERENCE FOR
CONTROLLING SHAREHOLDERS AND MANAGEMENT




.....................................[name, nationality, marital status, profession, tax registry number, ID, business address and telephone number ] .............................................,  below signed, in his/her quality of............................ of Itaú Unibanco Holding S.A., hereby declares his/her adherence to  the ITAÚ UNIBANCO HOLDING S.A. POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION, of which he/she is at this moment receiving a copy; states that he/she is familiar with the terms thereof and undertakes to fully comply with the same. He/she also states that he/she is fully aware that sanctions arising from the violation of such Disclosure Policy may be decided upon by the company’s Board of Directors, subsequent to investigation and referral by the Disclosure and Trading Committee.

…………………………………………………….



____________________________
 
 
 
 
 
ITAÚ UNIBANCO HOLDING S.A.  POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION (POLÍCY) 12
 
 
 

 

 
ITAÚ UNIBANCO HOLDING S.A.
POLICY REGARDING THE DISCLOSURE
OF MATERIAL INFORMATION
ATTACHMENT 1




DECLARATION OF ADHERENCE FOR STAFF MEMBERS




.....................................[name, nationality, marital status, profession, tax registry number, ID, business address and telephone] .............................................,  below signed, in his/her quality of  ............................ of Itaú Unibanco Holding S.A., hereby declares his/her adherence to the ITAÚ UNIBANCO HOLDING S.A. POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION, of which at this moment he/she is receiving a copy, and states that he/she is familiar with the terms thereof and undertakes to fully comply with the same.

…………………………………………………….



____________________________
 
 
 
 
 
 
ITAÚ UNIBANCO HOLDING S.A.  POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION (POLÍCY) 13
 
 
 

 

 
ITAÚ UNIBANCO HOLDING S.A.
POLICY REGARDING THE DISCLOSURE
OF MATERIAL INFORMATION
 ATTACHMENT 1




DECLARATION OF ADHERENCE FOR THIRD PARTIES


.....................................[name, nationality, marital status, profession, tax registry number, ID, business address and telephone] .............................................,  below signed, in his/her quality of  ............................ of Itaú Unibanco Holding S.A., declares his/her adherence to the ITAÚ UNIBANCO HOLDING S.A. POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION, of which at this moment he/she is receiving a copy, and states that he/she is familiar with the terms thereof and undertakes to fully comply with the same.  He/she also declares that he/she is aware that that any violation of such Disclosure Policy shall be deemed a breach of contract, entitling the company, at no additional cost, to terminate the contract that gave rise to this declaration of adherence and demand payment of any penalty established therein, without prejudice of  any losses and damages.

 
…………………………………………………….




____________________________
 
 
 
 
 
ITAÚ UNIBANCO HOLDING S.A.  POLICY REGARDING THE DISCLOSURE OF MATERIAL INFORMATION (POLÍCY) 14
 

 

EX-99.3 4 ss70571_ex9903.htm
 
Attachment II to the minutes of the Meeting of the Board of Directors of August 10, 2009 of Itaú Unibanco Holding S.A.
 
Itaú Unibanco Holding S.A.
(new corporate denomination of ITAÚ UNIBANCO BANCO MÚLTIPLO S.A.)
CNPJ. 60.872.504/0001-23 A Publicly Listed Company NIRE. 35300010230
 
CORPORATE GOVERNANCE POLICY
 
 
1.
Purpose

This Corporate Governance Policy (Policy) consolidates the principles and practices of Corporate Governance adopted by Itaú Unibanco Holding S.A. (Itaú Unibanco).

Corporate Governance involves the guidance and monitoring of the relationships between the Company, the Board of Directors and the Committees  related to it, including the Audit Committee, the Executive Board , 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 Unibanco’s Policy rests, is the quest for excellence in Corporate Governance with a view to strengthening and creating the best conditions for Itaú Unibanco’s development and that 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 Unibanco, to consolidate and reflect the existing structures for protecting the interests of the stockholders and the market, acting as guidelines for the company’s management.

2.
Regulatory Environment and Self-regulation

Itaú Unibanco is a publicly listed financial institution. Its shares are traded on three stock exchanges: the  São Paulo Stock Exchange (BM& FBOVESPA), the Buenos Aires Stock Exchange (BCBA) and the New York Stock Exchange (NYSE). In the case of the latter two exchanges, trading is through the intermediary of  depositary receipts (ADRs on the NYSE and CDEARs on the BCBA).

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 Unibanco is subject to the rules and supervision of the local capital market regulators as applicable: 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.
 
 
 

 
 
Page 2
In Brazil, one of the principal regulations applicable to Itaú Unibanco stems from its adhesion to BM&FBOVESPA’s  Special Corporate Governance Level 1 listing, effected on a voluntary basis in June 2001. According to Level 1 rules, Itaú Unibanco must 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 Unibanco signed up to the  ABRASCA Manual for Control and Disclosure of Material Information.

In the United States, Itaú Unibanco is subject to the Sarbanes-Oxley Act of July 2002, as well as NYSE and SEC requirements (applicable to foreign issuers), 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).

3.
Code of Ethics

Itaú Unibanco’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 Unibanco instituted a Code of Ethics in 2000, since widely disseminated throughout the company. This document is periodically revised in order to better adjust Itaú Unibanco to its place in the global environment.

4.
Senior Management

Senior Management encompasses the General Stockholders’ Meeting and the following bodies: Board of Directors, Executive Board , Fiscal Council, as well as the Committees directly related to the Board of Directors, being the Strategy Committee, Appointments and Corporate Governance Committee, Personnel Committee, Capital and Risks Management Committee and Audit Committee, the later also being a statutory committee.

The aforesaid 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 Unibanco. The Board of Directors and the Committees in their role as collegiate bodies seek to achieve consensus through dialog and systemic vision which characterize the management of Itaú Unibanco.

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 Law 6,404/76 (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 management, deliberate on the
 
 
 

 
 
Page 3
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, which will be adjusted in the event of a stock splits or a reverse stock splits (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 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 Executive Board  and supervise the latter’s management. The operational and executive functions are incumbent on the Executive Board , respecting the guidelines established by the Board of Directors.

The structure, composition and powers of the Board of Directors are contained in Itaú Unibanco’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 Unibanco’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. In 2009 this limit was reduced to 70 years of age.

The Board of Directors is made up of stockholders of Itaú Unibanco and may have between 10 (ten) and 14 (fourteen) 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.
                    
4.2.1.
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
 
 
 

 
 
Page 4
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) be the cause of a conflict of interests; or (ii) be prejudicial to his 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 Corporate Governance Committee whose analysis shall not be necessarily restricted to the limits or relationships exemplified above, shall testify to a Director’s independence.

* Family members are spouses, blood relations or related by affinity directly or collaterally descended up to twice removed.

4.2.2. 
Committees Related to the Board of Directors

4.2.2.1 
Strategy Committee
The principal function of the Strategy Committee is discussions, within the forum of the Board of Directors, of matters of material relevance and of high impact. It is also incumbent on the Committee: (i) to support the Board of Directors in discussion with the Executive Board  of Itaú Unibanco on  strategic guidelines with respect to business themes; (ii) to issue opinions and recommendation on strategic guidelines, thus providing support  for the discussions and resolutions of the Board of Directors; (iii) to review investment opportunities  presented by the Executive Board  and which have a significant impact on the business; and (iv) to issue opinions and recommendations on investment opportunities presented, providing support for the discussions and resolutions of the Board of Directors.
 
 
 

 

Page 5
With respect to Itaú Unibanco’s budgetary guidelines, it is incumbent on the Strategy Committee (i) to propose budgetary guidelines to the Board of Directors; (ii) to conduct with due thoroughness, discussion with the Executive Board  in order to define budgetary guidelines; (iii) after discussion with the Executive Board, to recommend to the Board of Directors an opinion on the budget for the current year; and (iv) to advise and support the Chief Executive Officer in the monitoring of the corporate strategy for the budget.

To assist the Strategy Committee, the Economic Scenarios Sub-Committee, comprised of executives form the Corporation with unquestionable expertise in the subject, shall provide macroeconomic inputs to the Committee to support its considerations on the definition of strategy, investment and budgets.

The members of the Strategy Committee are elected annually by the Board of Directors and may be members of the Board itself, the Executive Board  of the Corporation and of controlled companies, or professionals of undoubted knowledge in the area.

4.2.2.2
Appointments and Corporate Governance Committee

The Appointments and Corporate Governance Committee has as its principal function the monitoring  of the governance of the Corporation, particularly in relation to matters with respect to the Board of Directors.

In this context, it is incumbent on the Appointments and Corporate Governance Committee: (i) to identify, analyze and propose candidates for the Board to present to the General Meeting, determining whether the candidate shall be deemed an independent director, if elected; (ii) to periodically review the criteria for defining an independent director pursuant to the principles of governance and the applicable regulations, recommending the Board as to any modifications deemed necessary and reevaluating the condition of each Director in the light of the new criteria on independence that may eventually be established; (iii) to evaluate the functioning of the Board of Directors; (iv) to discuss and make recommendations on the succession  of the Chairman of the Board of Directors and  of the Directors; (v) to discuss and make recommendations on guidelines and processes for selection and appointment of the Chief Executive Officer; (vi) to discuss and make recommendations on the succession of the Chief Executive Officer; and  (vii) to assist in the identification of the Directors duly qualified to fill vacancies on the Committees which are subordinate to the Board of Directors, including the Appointments and Corporate Governance Committee,  specifically providing an opinion on the independence and the financial specialization of  the Audit Committee. Whenever it deems to be convenient, the Committee shall propose changes in the composition of the Board of Directors and the Committees, which are subordinated to it  as well as propose amendments to the structure of Committees, which are subordinate to it, including the creation and/or extinguishment of Committees.

The Appointments and Governance Committee is also responsible for evaluation of the performance of the Board of Directors, with responsibility for (i) recommending evaluation processes for the Board of Directors, Directors, Chairman of the Board, Committees and the Chief Executive Officer; and (ii) provide methodological and procedural support in the evaluation of the Board of Directors, Directors, Chairman of the Board, Committees and the Chief Executive Officer. It is also incumbent on this Committee to propose the allocation among the Directors of the aggregate compensation established by the General Meeting.
 
 
 

 

Page 6
Finally, on the basis of criteria pre-established by the Board of Directors, the Appointments and Governance Committee  shall analyze and give its opinion on situations of potential conflicts of interest between the Directors and corporations that are components of the Itaú Unibanco Conglomerate, particularly  (i) in situations arising from external activities undertaken by the Directors, such as the participation of members of the Board of Directors or the Executive Board  in statutory bodies not linked to the Itaú Unibanco Conglomerate; and (ii) transactions between  Directors and corporations which are integral components of the Itaú Unibanco Conglomerate.

On an annual basis the Board of Directors shall appoint Directors to sit on the Appointments and Corporate Governance Committee. Notwithstanding, the Committee may also invite officers from the Corporation and specialists in human resources and corporate governance to sit on the Committee.

4.2.2.3.
Personnel Committee

The Personnel Committee has the powers to propose models of compensation for the Corporation, guiding and inspiring the organization’s comportment; to propose a compensation package for the Chief Executive Officer for approval by the Board of Directors; to evaluate and approve the compensation packages proposed by the Chief Executive Officer for the Vice Presidents and Executive Officers of the Corporation and for Itaú Unibanco S.A., including fixed and variable income, benefits and long term incentives; to approve the  granting of stock options of the Corporation, the Committee being responsible for the institutional decisions within the scope of the stock option plans sponsored by the Corporation, and to guarantee that the Board of Directors be informed of any material information with respect to compensation at all salary levels of the corporations comprising the Itaú Unibanco Conglomerate.

In addition, it is incumbent on the Personnel Committee (i) to propose guidelines for policies of recruitment,  evaluation and career development of the corporations pertaining to the Itaú Unibanco Conglomerate, assuring the development of successors to all the key positions; (ii) to discuss, monitor and counsel the Executive Board  on the career of key talents in the Itaú Unibanco Conglomerate (from 100 to 150 people), this not necessarily to be defined on the basis of hierarchy, thus analyzing the effectiveness of the defined policies; (iii) to monitor the performance of the key executives of the Itaú Unibanco Conglomerate, evaluating the results in comparison with the planned targets; (iv) to monitor the result of the  trainees program (recruitment during the year, evolution of the trainees from previous years and overall analysis of the program); (v) to be informed of the system of evaluation used by the Executive Board  to appraise Itaú Unibanco Conglomerate’s employees, analyzing their compliance with stipulated guidelines; and (vi) to provide support  in the definition of guidelines for mentoring.

Finally, the said Committee has the function of advising on the skills and profile of talents necessary for the Itaú Unibanco Conglomerate to achieve its aspirations over the medium term in line with ethical and moral principles; to review the profiles of the leading executives to be hired, recommending hirings to the Chief Executive Officer and when this involves a position on the Executive Board, to the Board of Directors; to recommend general recruitment policies; to be informed on what companies in the same sector are seeking as a profile for their own key executives; to advise on the hiring of consultants and specialists to assist in the process of hiring; to monitor the number of people  for the business units in comparison with planned targets; to discuss the culture, suitability of profile and training needs; to be informed on policies for courses and processes for improving skills employed by the Executive Board  to train the organization’s best talents;  and to support the definition of further education programs.
 
 
 

 
 
Page 7
The Board of Directors shall on an annual basis appoint the Directors who shall comprise the Personnel Committee. Notwithstanding the Committee shall also invite executives from the Corporation and specialists in the area of human resources and corporate governance to sit on the Committee.
.
4.2.2.4. 
Capital and Risks Management Committee

The Capital and Risks Management Committee was established in 2008 in compliance with CMN’s resolutions and as part of the process of reinforcing the structure of internal controls. The Committee comprises members elected annually by the Board of Directors from among its number, from the Executive Board  of the Corporation and from subsidiaries, and from among professionals of proven knowledge in the area of capital and risk management.

It is incumbent on the Committee (i) to review policies and assist in the definition of the general philosophy of the Itaú Unibanco Conglomerate in relation to risk; (ii) to propose and discuss procedures and systems for measuring  and managing risk; (iii) to recommend limits for risk and level of control s(at a high level); (iv) to be informed on the best practices in relation to exposure to significant financial risks; (v) to be informed by the Executive Board  on themes material to risk exposure; (vi) to receive and analyze reports from the Executive Board  as to the monitoring, control and limits of risks of the Corporation; (vii) to monitor the performance of the Itaú Unibanco Conglomerate in relation to exposure to risk, including the monitoring of risk of large accounts; (viii) to discuss and review limits of exposure to credit, market and operational risk; (ix) to discuss activities, fiduciary policies and asset management; (x) to review liquidity positions and financing of the corporations which are components of the Itaú Unibanco Conglomerate; (xi) to discuss and monitor allocation and structure of capital (economic, regulatory and rating); (xii)  to recommend limits in the allocation of capital considering risk-return and ensuring compliance with regulatory requirements; and (xiii) to revise the performance and allocation of capital in relation to levels of risk.

4.2.2.5.
Audit Committee

A statutory body instituted by the General Stockholders’ Meeting in April 2004, the Audit Committee is specific to institutions authorized to operate by the Central Bank of Brazil and for corporations supervised by the Private Insurance Commission, components of the Itaú Unibanco Conglomerate ,and reporting to the Board of Directors. This Committee complies in full with the determinations of CMN Resolution 3198/2004, CNSP Resolution 118/2004, the Sarbanes-Oxley Act and the NYSE’s regulations, in the case of the latter two, insofar  as the regulations are applicable to foreign private issuers.

Pursuant to its Internal Charter, approved by the Board of Directors, it is incumbent on the Audit Committee to supervise: (i) the internal controls process and risk management; (ii) the activities of the internal audit; and (iii) the activities of the independent audit companies of the Itaú Unibanco Conglomerate.

It is also incumbent on the Committee to oversee (i) the quality and integrity of the financial statements (ii) compliance with the legal and regulatory requirements; (iii) operations, independence and quality of the work of the independent audit companies; (iv) operations, independence and quality of the work of the Internal Audit; and (v) the quality and effectiveness of the internal controls and risk management systems.
 
 
 

 

Page 8
The Audit Committee is made up of at least three, and at the most  seven members, elected annually by the Board of Directors from among its number and professionals with proven knowledge in the area of accounting and auditing, observing that (i) the chairman’s position, the occupant of which shall be appointed by the Board of Directors, shall be exercised by a Director; and (ii) at least one of the members of this Committee shall be designated as the Financial Specialist. The election of the members of the Audit Committee normally takes place at the meeting of the Board of Directors that elects the Executive Board of Itaú Unibanco. The election takes into account the criteria of independence required under Audit Committee Regulations and in the applicable general regulations.

In addition, the Committee shall individually or jointly with the respective independent audit of the Itaú Unibanco Conglomerate, communicate formally to the Central Bank of Brazil and to the Private Insurance Commission eventual evidence of: (i)  failure to comply with the legal norms and regulations, that may put at risk the continuity of any of the corporations of the Itaú Unibanco Conglomerate; (ii) fraud of any value perpetrated by the management of any of the corporations in the Itaú Unibanco Conglomerate; (iii) material fraud practiced by employees of any of the corporations of the Itaú Unibanco Conglomerate, or by third parties; and (iv) errors which result in material inaccuracies in the financial statements of any of the corporations of the Itaú Unibanco Conglomerate.

In the semesters ending June 30 and December 31, the Audit Committee is responsible for preparing  the “Audit Committee Report”,  which includes information required by the prevailing regulations. In the December 31 Report, in addition to the mandatory information, focus is also placed on aspects relative to (i) formal evaluation of the work undertaken by the internal and external audit during the fiscal year; (ii) self-evaluation of the Committee; and  (iii) training of Committee members.

In conjunction with the semi-annual  and annual financial statements of the Itaú Unibanco Conglomerate, a summary of the Audit Committee Report is published with its principal information. Finally, the Audit Committee Report is held at the disposal of the Central Bank of Brazil, the Private Insurance Commission and the Board of Directors for a minimum period of  five years from its preparation.

4.3. 
Fiscal Council

The Fiscal Council is an independent body 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.
 
 
 

 

Page 9
Pursuant to the Bylaws of Itaú Unibanco, 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 Unibanco are independent professionals  and have an in depth experience of the financial market.

5. 
Stockholders’ Rights

5.1. 
Dividends Policy

Since July 1980, Itaú Unibanco 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 Unibanco. Through this program, stockholders can automatically reinvest their dividends in the purchase of company preferred or common shares. Any stockholder that holds a current account with Itaú Unibanco S.A. is eligible to participate in the PRD, whether  a private individual or a corporate entity.

Itaú Unibanco’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 Unibanco 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.
 
 
 

 

Page 10
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 Unibanco extended the same tag along privileges to preferred stockholders. Thus, tag along rights at Itaú Unibanco give the right not only to the holders of common shares (as enshrined in law), but also to the holders of preferred shares.

BM&FBOVESPA has included Itaú Unibanco 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 Unibanco 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 Unibanco’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. BM&FBOVESPA requires that companies with a Corporate Governance level listing undertake an investors meeting at least once a year.

Since 1996, Itaú Unibanco has promoted public meetings in the different APIMEC (National Association of Capital Markets’ Analysts and Investment Professionals) regions as well as various overseas presentations. At these meetings and presentations with the domestic and international financial community, Itaú Unibanco 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 Unibanco 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 Unibanco 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 Unibanco has been successful in becoming a component of the principal stock indexes which measure the degree of
 
 
 

 
 
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the company’s adhesion to practices which are recognizably effective in this area. The indexes included ITAG, already mentioned above, and IGC – BM&FBOVESPA’s Special Corporate Governance Stock Index, a listing which encompasses those companies able to offer greater investor security.

In the same direction, Itaú Unibanco’s shares have now become a component of BM&FBOVESPA’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 Unibanco’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.

6.3. 
Policy for Disclosure of a Material Act or Fact, Trading Policy and Disclosure and Trading Committee

CVM Instruction 358 of July 2002 established that listed companies must adopt a Policy for Disclosure of a Material Fact or Act (Disclosure Policy) and may adopt a Trading Policy for Own Shares Issue (Trading Policy). Both policies have been adopted by Itaú Unibanco.

In addition to adopting the Disclosure and Trading policies, Itaú Unibanco has expanded the scope of the above mentioned Instruction, creating a specific committee for the management of the Policies. Among joint stock companies, it was a pioneer in the creation and operation of this committee, always focused on the best practices of Corporate Governance.

The Disclosure and Trading Committee’s primary function is to manage the Trading and Disclosure Policy. Its scope covers a range of internal actions for improving the flow of information and overseeing the ethical conduct of  management and employees that are signatories to the Policies in order to: (i) ensure the transparency, quality, equality and accuracy  of the information rendered to the stockholders, investors, the press, government authorities and other capital market entities; (ii) respect and implement the criteria established in the Policies in order that Itaú Unibanco’s management, stockholders, controllers and employees as well as third parties that have a professional relationship or one of trust with the company, comply with ethical and legal standards in the trading of the company’s securities, or values to which they are indexed; (iii) to evaluate the guidelines and the procedures of the Trading Policy and those guidelines to be met in the disclosure of an act or material fact and in maintaining the confidentiality of this information, established by the Disclosure Policy, as well as the prior analysis of the content of announcements to the press; (iv) to monitor and regulate the adhesion of management and other employees of the Itaú Unibanco Financial Conglomerate to the
 
 
 

 
 
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Policies, and  (v) investigate cases of infringement of the Policies, notifying eventual infractions to the Board of Directors and the Ethics Committee.

The Committee is made up of the Investor Relations Officer and from 2 (two) to 10 (ten) persons elected annually among the members of the Board of Directors, the Executive Board  of the Corporation and of the controlled companies and among professionals of recognized knowledge in the capital markets’ area.

 Operating Rules for Treasury

In November 2004, as a result of broad-based national and international survey on best Corporate Governance practice, Itaú Unibanco became the first Brazilian company to voluntarily adopt operating Rules for Trading Own Shares as Treasury Stock (Rules). The Rules were introduced to govern trading in shares of the company’s own issue executed by Itaú Unibanco on the stock exchanges where its shares are traded.

In Itaú Unibanco management’s view, the adoption of these Rules has resulted in innumerous benefits, among which are the reduction of operational 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 inappropriate price formation, reinforcement of a securities buyback strategy focused on the preservation of liquidity and generating stockholder value. All this results in greater transparency for this type of operation.


7. 
Stock Option Plan
                 
Since 1995, Itaú Unibanco 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 Personnel Committee which every year designates people considered eligible to options grants as well as the quantity and price of each option grant sponsored by the Corporation.

8. 
Business with Related Parties

Business conducted between Itaú Unibanco and related parties is based on respect for legal and ethical norms.

These norms are not restricted to the capacity of Itaú Unibanco 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 Unibanco, 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
 
 
 

 
 
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Senior Management. Should the transactions be executed having as a party, members of the Board of Directors of Itaú Unibanco, they shall be examined by the Appointments and Corporate Governance Committee.

9. 
Socio-Environmental Responsibility

Itaú Unibanco’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 Unibanco 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 Unibanco’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 Itaú Unibanco S.A., a wholly owned subsidiary of Itaú Unibanco, denominated the Rational Use of Credit as well as Itaú Unibanco’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.

10. 
Itaú Unibanco’s Vision

Itaú Unibanco’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 Unibanco as a solid and long-lasting organization.
 


 
 
 
 

EX-99.4 5 ss70571_ex9904.htm
 
Attachment III to the minutes of the Meeting of the Board of Directors of August 10, 2009 of Itaú Unibanco Holding  S.A.
Itaú Unibanco Holding S.A.
(new denomination of ITAÚ UNIBANCO BANCO MÚLTIPLO S.A.)
CNPJ 60.872.504/0001-23 A Publicly Listed Company NIRE 35300010230
 
POLICY FOR TRADING ITAÚ UNIBANCO HOLDING S.A. SECURITIES

SUMMARY
 
1.
GENERAL PRINCIPLES
 
 
1.1.
Scope
 
 
1.2.
Implementation of the POLICY
 
 
1.3.
Disclosure and Trading Committee
 
 
1.4.
Approval of or Alterations to the POLICY
 
2.
PERSONS BOUND BY THE POLICY
 
 
2.1.
List of persons bound by the POLICY
 
3.
TRADING RESTRICTIONS
 
 
3.1.
Restrictions on trading prior to and subsequent to the disclosure of a material act or fact
 
 
3.2.
Exceptional trading restriction periods (blackout periods)
 
 
3.3.
Other possible trading restrictions
 
 
3.4.
Restrictions on trading prior to and subsequent to the release of the company’s financial statements
 
 
3.5.
Restrictions on the acquisition of shares to be held in Treasury
 
 
3.6.
Possible authorized trades
 
4.
RIGHTS AND OBLIGATIONS OF RESTRICTED PERSONS
 
 
4.1.
Proprietary trading policy
 
 
4.2.
Obligations of restricted persons
 
5.
DISCLOSURE OF INFORMATION REGARDING TRADING BY MANAGEMENT AND RELATED PERSONS
 
 
5.1.
Purpose
 
6.
DISCLOSURE OF INFORMATION REGARDING ACQUISITIONS OR DISINVESTMENTS OF MATERIAL SHAREHOLDINGS AND TRADING ACTIVITY
 
 
6.1.
Purpose
 
7.
ADHERENCE TO THE POLICY
 
 
7.1.
Form of adherence and the responsible office
 
8.
CONTROLLED COMPANIES
 
 
8.1.
Trading Policy for Controlled Companies
 
9.
POLICY VIOLATIONS
 
 
9.1.
Sanctions
 
 
9.2.
Reporting of violations
 
 
 

 
 
1.
GENERAL PRINCIPLES

Scope
1.1.
The POLICY sets guidelines and procedures to be followed by the company and persons related to the company for trading securities issued by the company or indexed to the same and for the disclosure of the information referred to in items 5 and 6 below, as per CVM Instruction Nr. 358, dated January 3 2002, thereby guaranteeing all interested parties transparency in the trading of such securities, free of any privilege for some, to the detriment of others.
       
Implementation of the POLICY
1.2.
Overall implementation of the POLICY is the responsibility of the Investor Relations Officer.
       
Disclosure and Trading Committee
1.3.
In connection with this  POLICY, it will be the responsibility of the Disclosure and Trading Committee:
   
a)
to advise the Investor Relations Officer;
   
b)
to permanently evaluate the POLICY’s applicability to current circumstances and propose any appropriate alterations;
   
c)
to decide on any questions regarding the interpretation of its wording;
   
d)
to take all necessary measures for the disclosure and circulation thereof;
   
e)
to regulate the term of adherence process;
   
f)
to investigate and decide upon cases of violation;
   
g)
to analyze any official enquiries from regulatory and self-regulated entities and prepare the respective answers;
   
h)
to propose solutions for any cases of omission or exceptions.
   
1.3.1. 
The Disclosure and Trading Committee will be comprised of between 2 (two) and 10 (ten) persons, in addition to the Investor Relations Officer, to be appointed annually by the Investor Relations Officer, and shall meet whenever convened by the Investor Relations Officer.
       
Approval of or alterations to the POLICY
1.4.
The POLICY may not be approved or altered while any as yet undisclosed material act or fact is still pending resolution.
 
2.
PERSONS BOUND BY THE POLICY
 
List of persons bound by the POLICY
2.1.
The following persons are to be bound by the POLICY:
   
a)
the directly or indirectly controlling shareholders, company officers, members of the Board of Directors, of the Fiscal Council and of any offices with technical or advisory functions that may have been created in compliance with the company’s bylaws;
 
POLICY FOR TRADING ITAU UNIBANCO HOLDING S.A SECURITIES. (POLICY)
 
2

 
 
   
b)
the members of the statutory organs of companies in which the company is the sole controlling shareholder;
   
c)
managers that withdraw from the management of the company or from the management of companies in which the company is the sole controlling shareholder, for a period of six months from the date of such withdrawal;
   
d)
any person that, by virtue of his/her function or position in the company, its controlling shareholder, its controlled companies or affiliates may have knowledge regarding material information;
   
e)
all persons that have a commercial, professional or confidential relationship with the company, such as independent auditors, securities analysts, consultants and institutions that are part of the distribution system;
   
f)
the spouse or companion or any other dependent included in the annual income tax declarations of the persons prohibited from trading referred to in letters “a”, “b”, and “c” of this sub-item.
   
2.1.1. 
The following also have the same status as persons prohibited from trading:
     
a)
the portfolio managers and investment funds or other companies or institutions or entities of which persons prohibited from trading may be the sole quotaholders or shareholders or in the trading decisions of which such persons may be able to exert influence;
     
b)
any corporate entity directly or indirectly controlled by persons prohibited from trading;
     
c)
any person that may have had access to information regarding any material act or fact through any of the persons prohibited from trading.
 
3.
TRADING RESTRICTIONS
 
Restrictions on trading prior to and subsequent to the disclosure of a material act or fact
3.1.
The company and the restricted persons (sub-item 2.1) may not trade securities issued by the company or indexed to the same from the date that a material act or fact becomes known to the date of its disclosure to the market.
   
3.1.1. 
The Investor Relations Officer may decide to extend the restriction referred to in sub-item 3.1 beyond the date on which the material information is disclosed to the market, if, in his judgment, such trading of the securities might prove harmful to the company’s shareholders or to the company itself.
Blackout periods
3.2.
The Investor Relations Officer may, regardless of any justification or the existence of any as yet undisclosed material act or fact, determine periods during which restricted persons may not trade in securities issued by the company or indexed to the same.  The restricted persons must maintain confidentiality regarding such periods.
 
POLICY FOR TRADING ITAU UNIBANCO HOLDING S.A SECURITIES. (POLICY)
 
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3.2.1.
The Investor Relations Officer may include in the blackout period the trading referred to in sub-item 4.1 regarding  Proprietary Trading.
     
Other possible trading restrictions
3.3.
Except in the case of stock option plans, share compensation plans or the Dividend Reinvestment Program – DRP, such restrictions also apply:
   
3.3.1.
To directly or indirectly controlling shareholders, company officers, members of the Board of Directors and of other statutory organs as regards (i) the purchase of securities issued by the company or indexed to the same on the same day on which the company, or any of its controlled companies, affiliates or other corporate entities under shared control, sells shares held in Treasury or is given an option or a mandate to do the same and (ii) the sale of the same securities on the same day on which the company, or any of its controlled companies, affiliates or other corporate entities under shared control, purchase shares to be held in Treasury or is given an option or a mandate to do the same.  The controls to ensure that such trading does not take place on the same day are the responsibility of Itaú Corretora de Valores S.A. or Itaú USA Securities Inc., as appropriate.
   
3.3.2.
To restricted persons, as regards  trading in securities issued by the company or indexed to the same prior to 180 (one hundred and eighty) days from the date of the acquisition or sale of such securities on a stock exchange or an over-the-counter market.
     
3.3.2.1. 
The Investor Relations Officer may, exceptionally and after consulting with the Disclosure and Trading Committee, reduce this period, though continuing to comply with sub-items 3.4.1 and 3.4.2.
   
3.3.3.
To restricted persons, as regards trading when there exists any intention of implementing any incorporation, partial or total spin-off, merger or corporate reorganization of the company.
Restrictions on trading prior to and subsequent to release of the company’s financial statements
3.4.
The restrictions on trading also apply to:
 
3.4.1. 
a period of 15 (fifteen) days prior to (i) the release of quarterly (ITR) and annual (DPF) financial information, or (ii)  the publication of  the notice placing the same at the disposal of shareholders, in the form of Attachment A, except if the trading in questions is part of the  Dividend Reinvestment Program – DRP.  In the event that the company releases preliminary financial information or makes advance disclosure of such information, the restrictions on trading will cease to be in effect as soon as such release or disclosure has been made;
 
POLICY FOR TRADING ITAU UNIBANCO HOLDING S.A SECURITIES. (POLICY)
 
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3.4.2.
the period between the decision by the appropriate statutory organ to increase the company’s capital, distribute dividends, share dividends or their derivatives or approve a stock split, and the publication of the respective notice or announcement.
Restrictions on the acquisition of shares to be held in Treasury
3.5.
The company may not acquire shares for holding in Treasury in the circumstances referred to in sub-items 3.1. and 3.4.
 
3.5.1.
The Board of Directors should also not decide to acquire or sell shares issued by the company itself, should any agreement or contract have been reached or signed for the transfer of shareholding control of the company, or should any option or  mandate for the same have been granted, or should the intention exist of entering into an incorporation, a total or partial spin-off, a merger or a corporate reorganization, as long as the transaction has not been made public through the publication of an announcement to the market.
Possible authorized trades
3.6.
The restrictions contained in this POLICY will not apply, except in the case of the restriction referred to in sub-item 3.4.1, to:
   
3.6.1.
the acquisition of shares held in Treasury by means of a private trade, in the context of a stock option plan authorized in a shareholders’ meeting, or of a share compensation plan;
   
3.6.2.
the exercise of pre-emptive subscription rights associated with shares acquired in the past;
   
3.6.3. 
private trades between restricted persons (sub-item 2.1), defined as trades taking place outside any stock exchange or over-the-counter market.

 
4.
RIGHTS AND OBLIGATIONS OF RESTRICTED PERSONS
 
Proprietary trading policy
4.1.
Persons prevented from trading may indicate in detail their proprietary trading policy (Proprietary Policy), provided they observe the restrictions contained in sub-item 3.4.1 and, where applicable, 3.2.1.. Such persons should strictly adhere to the said Proprietary Policy.
   
4.1.1. 
The Proprietary Policy shall have a minimum duration of 6 (six) months and must be filed with the company 15 (fifteen) days prior to the first trade under such Policy and should be submitted without delay to the Investor Relations Officer.
     
4.1.1.1. 
The interested party shall indicate in his/her Proprietary Policy the approximate volume of resources to be invested, or the number of securities issued by the company, or indexed to the same, to be traded during the duration, and shall report to the office responsible for corporate affairs all trades with 5 (five) days of their taking place.
 
POLICY FOR TRADING ITAU UNIBANCO HOLDING S.A SECURITIES. (POLICY)
 
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4.1.1.2.
The office responsible for corporate affairs shall keep a specific and individual control of all such Proprietary Policies and shall report to the Investor Relations Office, based on the information referred to in sub-item 4.1.1.1., any cases of deviation from the same.
     
4.1.1.3. 
A Proprietary Policy may not be filed nor modified while any material act or fact of which the interested party has knowledge is still pending or during a period of 15 (fifteen) days prior to the release of the ITR or DFP forms.
     
4.1.1.4.
The Investor Relations Officer may refuse to file any proposal for a Proprietary Policy that does not conform to this POLICY or to the existing legislation.
   
4.1.2.
The office responsible for corporate affairs shall, when so required, report the Proprietary Policy to the BM&FBOVESPA, and if appropriate, to the CVM, the SEC, the NYSE and to any other applicable stock exchanges or over-the-counter markets where the company’s securities have been authorized to trade.
     
Obligations of restricted persons
4.2.
In addition to observing the restriction on trading, restricted persons (sub-item 2.1) must:
 
4.2.1.
maintain confidentiality regarding information concerning material acts or facts and refrain from using the same to their own advantage or to that of any third party in securities markets, and make every effort to ensure that subordinates and third parties also maintain confidentiality regarding such information and do not use them for their own purposes;
   
4.2.2. 
use exclusively Itaú Corretora de Valores S.A. or Itaú USA Securities Inc, for the trading of the securities dealt with in this POLICY.  To this end, any open positions involving securities issued by the company that such restricted persons may possess with other securities brokers must be transferred to the above-mentioned securities brokers within a maximum period of 60 (sixty) days from the publication of the POLICY or the assumption by such person of office.
     
4.2.2.1. 
In the event that the required trade cannot be offered by the securities brokers referred to in sub-item 4.2.2, the restricted persons may, as an exception, trade through another broker, provided that he/she receives prior authorization in writing from the Investor Relations Officer.
 
POLICY FOR TRADING ITAU UNIBANCO HOLDING S.A SECURITIES. (POLICY)
 
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5.
DISCLOSURE OF INFORMATION REGARDING TRADING BY MANAGEMENT AND RELATED PERSONS

Purpose
5.1.
Company officers, members of the Board of Directors, of the Fiscal Council and of any offices with technical or advisory functions that may have been created in compliance with the company’s bylaws, shall report to the office responsible for corporate affairs, which, in turn, shall report to the CVM, to the BMF&BOVESPA and, if appropriate, the SEC, the NYSE and any other stock exchanges and over-the-counter markets on which the company’s securities are authorized to trade, the holdings of and the trading in securities issued by the company or any of its controlled companies or publicly listed controlling companies, or indexed to the same, including derivatives.
   
5.1.1.
The reporting shall be in the form of the “Declaration of Shareholding”, an example of which can be seen in Attachment B, and should be completed by the first business day after the assumption of office by such person, or within a maximum period of 5 (five) days after each trade.  
   
5.1.2.
The persons restricted from trading listed in sub-item 5.1 should indicate, in the declaration referred to in sub-item 5.1.1, any securities held by their spouses from whom they are not legally separated, by any companion or by any dependent included in such person’s annual income tax declaration, as well as by any corporate entities directly or indirectly owned by such restricted persons, as the case may be.

6.
DISCLOSURE OF INFORMATION REGARDING ACQUISITIONS OR DISINVESTMENTS OF MATERIAL SHAREHOLDINGS AND TRADING ACTIVITY
 
Purpose
6.1.
Any corporate entity or individual, or group of individuals, acting as a group or representing a common interest, that acquires a direct or indirect participation corresponding to 5% (five per cent) of any type or class of shares representing the capital stock of the company should submit to the company, which, in turn, will forward the same to the CVM and the BMF&BOVESPA, and, if such be the case, to the SEC, the NYSE and to any other stock exchanges or over-the-counter markets on which the company’s securities are authorized to trade, a declaration, containing the information as required in Attachment C to this POLICY.
   
6.1.1.
The same obligation to disclose the same information applies equally to any person or group of persons representing the same interests, owning a share participation equal to or greater than that referred to in sub-item 6.1, each time that the said share participation increases by 5% (five per cent) of the type or class of share representing the capital stock of the company.
   
6.1.2.
The obligations referred to in sub-items 6.1. and 6.1.1. also apply to the acquisition of any rights over the shares, subscription warrants, equity options and share subscription rights.
 
POLICY FOR TRADING ITAU UNIBANCO HOLDING S.A SECURITIES. (POLICY)
 
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6.1.3.
The persons referred to in sub-item 6.1 must also report the sale or extinction of any shares or other securities referred to in this item 6, or of any rights over the same, each time that the participation of such person in the type or class of share in question reaches the proportion of 5% (five percent) of the total of such type or class of share or security and also each time that such participation is reduced by 5% (five per cent) of the total of such type or class of share or security.
   
6.1.4.
In those cases where such acquisitions result in, or were made with the intention of resulting in a modification of the company’s controlling shareholder structure or its management structure, as well as in those cases where such acquisitions trigger the obligation to make a public offer, pursuant to CVM Instruction Nr. 361, dated March 5 2002, the acquiring party must cause a notice to be published in the press, containing the information contained in Attachment C.
   
6.1.5.
The notifications referred to in this item 6 should be made immediately after the realization of the events referred to here to the office responsible for corporate affairs.

 
7.
ADHERENCE TO THE POLICY
 
Form of adherence and the responsible office
7.1.
Persons prevented from trading (sub-item 2.1) should adhere to this POLICY by signing a specific declaration, in the form given in Attachment D, at the moment of their hiring, election, promotion or transfer, in which they declare that they are aware of all the terms of the POLICY and that they undertake to fully comply with the same.
   
7.1.1.
The Disclosure and Trading Committee will indicate to each of the company’s offices which are the positions for which adherence is required.
   
7.1.2.
The office responsible for any operation or transaction that could give rise to a material act or fact will indicate whichever other staff members should be required to adhere to the POLICY.
   
7.1.3. 
The Disclosure and Trading Committee will define the guidelines for the adherence to the POLICY of the restricted persons referred to in letter “e” of sub-item 2.1.  Once such guidelines are defined,  the non-adherence of any person whose adherence is required would need to be approved by the Disclosure and Trading Committee, and, even so, always provided that the service provider in question has a proprietary trading policy, with limitations on the use of material information in securities trading compatible with those provided for in the POLICY, or, in the absence of such proprietary policy, has other corporate governance mechanisms that, in the judgment of the Disclosure and Trading Committee, adequately ensure that material information regarding the company will not be used in the trading of its securities.
 
POLICY FOR TRADING ITAU UNIBANCO HOLDING S.A SECURITIES. (POLICY)
 
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7.1.4.
The adherence process should only commence after the POLICY has been circulated internally.
   
7.1.5.
The office in charge of corporate affairs will be responsible for ensuring the adherence of persons occupying positions subject to appointment according to the company’s bylaws, and of controlling shareholders.
     
7.1.5.1. 
The adherence of any other persons shall be the responsibility of the Compliance Officer of the respective office in which such staff members may work or come to work, or which is responsible for the hiring of third parties, within the terms of sub-item 7.1.5.2.
     
7.1.5.2.
The adherence of the restricted persons referred to in letter “e” of sub-item 2.1 will be the responsibility of the company’s procurement area, within the terms of sub-item 7.1.2.
   
7.1.6.
The declarations of adherence, as provided for in sub-item 7.1.5.1. and 7.1.5.2, shall be immediately reported to the office in charge of corporate affairs, which shall maintain a centralized and updated register of all persons that have adhered to the POLICY,  and which shall be responsible for making this register available to the appropriate authorities, whenever requested by the same.
 
 
8.
CONTROLLED COMPANIES

Trading policy of controlled companies
8.1.
Publicly listed companies that are controlled solely by the company should adhere to this POLICY and the rules laid down here will apply to the securities trading of each of such companies.  After each declaration of adherence, the terms and provisions of this POLICY will become the trading policy of such companies themselves, according to the terms of CVM Instruction Nr. 358, dated January 3 2002.
 
8.2.
The persons adhering to this POLICY will also be subject to the same rules when trading in the securities of companies of which the company is the sole controlling shareholder.

9.
POLICY VIOLATIONS

Sanctions
9.1.
Failure to comply with the terms and provisions of this POLICY will render the violator subject to disciplinary sanctions, according to the company’s internal regulations and to those contained in this item, independently of any applicable administrative, civil or criminal sanctions.
   
9.1.1.
It will be the responsibility of the Disclosure and Trading Committee, with the assistance of the company’s Internal Audit office, to investigate cases of POLICY violation, under the following conditions:
 
POLICY FOR TRADING ITAU UNIBANCO HOLDING S.A SECURITIES. (POLICY)
 
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a)
the restricted persons referred to in letters “a” and “b” of sub-item 2.1 will be liable to whatever sanctions the company’s Board of Directors decides to impose, after investigation and referral by the Disclosure and Trading Committee;
     
b)
the restricted persons referred to in letter “d” of sub-item 2.1 shall be subject to the sanctions of warning, suspension or dismissal for just cause, according to the gravity of the violation;
     
c)
a violation perpetrated by any of the restricted persons referred to in letter “e” of sub-item 2.1shall be deemed a breach of contract, entitling the company, at no additional cost, to terminate the respective contract and demand the payment of any penalty established therein, without prejudice of any losses  and damages.
   
9.1.2. 
The Disclosure and Trading Committee shall report all violations to the Board of Directors.
   
9.1.3.
When the violation is deemed serious, the Disclosure and Trading Committee, without prejudice of its other attributes, shall refer the case to the Ethics Committee.
Reporting of violations
9.2.
Any person who adheres to the POLICY and becomes aware of any violation of the same must immediately report the fact to the Disclosure and Trading Committee.
 
 
 

 
_______________________
 
 
 
 
 
POLICY FOR TRADING ITAU UNIBANCO HOLDING S.A SECURITIES. (POLICY)
 
10

 

 
POLICY FOR TRADING ITAÚ UNIBANCO HOLDING S.A SECURITIES
 
ATTACHMENT A


CALENDAR FOR 2009
 

The calendar contains the restrictions on trading securities, or securities indexed to such securities, issued by ITAÚ UNIBANCO HOLDING S.A., its controlling shareholder ITAÚSA – INVESTIMENTOS ITAÚ S.A. any of its publicly listed directly or indirectly controlled companies, arising from periodic events (DFP and ITR).


ISSUING COMPANY
PERIODIC EVENTS
RESTRICTED SECURITIES TRADING PERIODS
ITAÚ UNIBANCO HOLDING
INVESTIMENTOS BEMGE
BFB LEASING
DIBENS LEASING
ITAUSEG PARTICIPAÇÕES e
12.31.2008 Annual Statements/DFP
02.10.2009 to 02.25.2009
ITR – 1st Q/2009
04.20.2009 to 05.05.2009
ITR – 2nd Q/2009
07.27.2009 to 08.11.2009
ITR – 3rd Q/2009
10.19.2009 to 11.03.2009
 Office of Corporate Affairs – SUAC – June/2009
 
 
 
POLICY FOR TRADING ITAU UNIBANCO HOLDING S.A SECURITIES. (POLICY)
 
11

 
 
POLICY FOR TRADING ITAÚ UNIBANCO HOLDING S.A SECURITIES
 
ATTACHMENT B

INDIVIDUAL FORM
Trading by Management and Related Persons – Art. 11 – CVM Instruction CVM Nr. 358/2002

During .....(month/year)

(    ) the only trades involving such securities (or securities indexed to the same) and derivatives, in accordance with article 11 of CVM Instruction Nr. 358/2002(1) were the following.

(    ) no trades involving such securities (or securities indexed to the same) and derivatives took place, as defined in article 11 of CVM Instruction Nr. 358/2002.  I possess the following holdings of such securities (or securities indexed to the same) and derivatives.

Company name:
Name:
CPF/CNPJ:
Qualification:
Opening balance
Security or security indexed to same/Derivative
Characteristics of Securities (2)
Quantity
% participation
Same type/class
Total
         
         
Trades
Security or security indexed to same/Derivative
Characteristics of Securities (2)
Intermediary
Trade(3)
Day
Quantity
Price
Volume (R$) (4)
     
Buy
       
     
Total Bought
       
     
Sell
       
     
Total Sold
       
Closing balance
Security or security indexed to same/Derivative
Characteristics of Securities (2)
Quantity
% participation
Same type/class
Total
 
POLICY FOR TRADING ITAU UNIBANCO HOLDING S.A SECURITIES. (POLICY)
 
12

 
 
Name of Controlling Shareholder:
Name:
CPF/CNPJ:
Qualification:
Opening balance
Security or security indexed to same/Derivative
 
Characteristics of Securities
 (2)
Quantity
% participation
Same type/class
Total
         
         
Trades
Security or security indexed to same/Derivative
Characteristics of Securities (2)
Intermediary
Trade (3)
Day
Quantity
Price
Volume (R$) (4)
     
Buy
       
     
Total bought         
       
     
Sell
       
     
Total sold
       
Closing balance
Security or security indexed to same/Derivative
Characteristics of Securities (2)
Quantity
% participation
Same type/class
Total
         
         
         
Name of Controlled Company:
Name:
CPF/CNPJ:
Qualification:
Opening balance
Security or security indexed to same/Derivative
Characteristics of Securities (2)
Quantity
% participation
Sale type/class
Total
         
         
Trades
Security or security indexed to same/Derivative
Characteristics of Securities (2)
Intermediary
Trade (3)
Day
Quantity
Price
Volume (R$) (4)
     
Buy
       
     
Total Bought           
       
     
Sell
       
     
Total Sold
       
Closing balance
Security or security indexed to same/Derivative
Characteristics of Securities (2)
Quantity
% participation
Same type/class
Total
         
         

(1)
When filling out the form, delete the lines with no information.
(2)
Issue/series, convertible, non-convertible, tenors, collateral, type/class etc.
(3)
Indicate manner of acquisition or sale
(4)
Quantity times price.
 
POLICY FOR TRADING ITAU UNIBANCO HOLDING S.A SECURITIES. (POLICY)
 
13

 
 
POLICY FOR TRADING ITAÚ UNIBANCO HOLDING S.A SECURITIES
 
ATTACHMENT C

D E C L A R A T I O N

I,..................(name and qualification, including CPF or CNPJ tax registry number, as the case may be) ............................................. in the quality of  ............................... of ITAÚ UNIBANCO HOLDING S.A., hereby DECLARE, in compliance with the requirements of Comissão de Valores Mobiliários Instruction Nr. 358/02, that  I............... (bought/ sold shares/subscription warrants/equity options/ share subscription rights) issued by ITAÚ UNIBANCO HOLDING S.A., having  ...................(reached, increased or decreased/eliminated)............ by ..........% my (direct or indirect) participation ............... , corresponding to  ....................... (shares/subscription warrants/ equity options/share subscription rights) .................. representing the capital stock of  ITAÚ UNIBANCO HOLDING S.A., as described below:

I – Objective of my participation and the desired quantity:
 


 
[    ] – I declare that the acquisition made by me does not have the aim of modifying the company’s shareholding control structure nor its management structure.  (Sign, as the case may be).

II – Number of shares, subscription warrants, subscription rights and equity options, by type and class, already held, directly or indirectly, by me or other person(s) related to me:




III –
Indicate any agreement or contract regulating the exercise of voting rights and the right to trade in the company’s securities:
 


 
I hereby undertake to immediately report to the office responsible for corporate affairs any modifications to the positions hereby reported which represent an increase or a decrease of 5% in the type or class of shares representing the capital stock of the company.

............   .......,.....    ............



..........................................................................
 
POLICY FOR TRADING ITAU UNIBANCO HOLDING S.A SECURITIES. (POLICY)
 
14

 

POLICY FOR TRADING ITAÚ UNIBANCO HOLDING S.A SECURITIES
 
ATTACHMENT D




TERM OF ADHERENCE FOR CONTROLLING SHAREHOLDERS, MEMBERS OF MANAGEMENT AND MEMBERS OF STATUTORY ORGANS


I.....................................[name, nationality, marital status, profession, CPF tax registry number, ID, business address and telephone] .............................................,  the undersigned, in the quality of  ............................ of Itaú Unibanco Holding S.A., hereby adhere to the POLICY FOR TRADING ITAÚ UNIBANCO HOLDING S.A. SECURITIES, a copy of which I hereby receive.  The undersigned also declares that he/she is familiar with the terms thereof and undertakes to fully comply with the same.  The undersigned also declares that he/she is aware that the dates scheduled in Attachment A are determined on an annual basis and that any infractions resulting from a violation of the above-mentioned Trading Policy will render the undersigned liable to the following measures: (i) a warning for the first two infractions (the second of which will be deemed a recurrence); and (ii) depending on the gravity of the infraction, sanctions to be decided by the company’s Board of Directors.

...................,  ..........    ...................   ..........


____________________________
 
POLICY FOR TRADING ITAU UNIBANCO HOLDING S.A SECURITIES. (POLICY)
 
15

 

POLICY FOR TRADING ITAÚ UNIBANCO HOLDING S.A SECURITIES
 
ATTACHMENT D





TERM OF ADHERENCE FOR STAFF MEMBERS





I.....................................[name, nationality, marital status, profession, CPF tax registry number, ID, business address and telephone] .............................................,  the undersigned, in the quality of  ............................ of Itaú Unibanco Holding S.A., hereby adhere to the POLICY FOR TRADING ITAÚ UNIBANCO HOLDING S.A. SECURITIES, a copy of which I hereby receive.  The undersigned declares that he/she is familiar with the terms thereof and undertakes to fully comply with the terms of the same.  The undersigned also declares that he/she is aware that the dates scheduled in Attachment A are determined on an annual basis.

...................,  ..........    ...................   ..........



____________________________
 
POLICY FOR TRADING ITAU UNIBANCO HOLDING S.A SECURITIES. (POLICY)
 
16

 

POLICY FOR TRADING ITAÚ UNIBANCO HOLDING S.A SECURITIES
 
ATTACHMENT D




TERM OF ADHERENCE FOR THIRD PARTIES




I.....................................[name, nationality, marital status, profession, CPF tax registry number, ID, business address and telephone] .............................................,  the undersigned, in the quality of  ............................ of Itaú Unibanco Holding S.A., hereby adhere to the POLICY FOR TRADING ITAÚ UNIBANCO HOLDING S.A. SECURITIES, a copy of which I hereby receive.  The undersigned declares that he/she is familiar with its terms and undertakes to fully comply with the same.  The undersigned also declares that he/she is aware that the dates scheduled in Attachment A are determined on an annual basis and that any infraction of the above-mentioned  Trading Policy will render him/her liable to the following measures: (i) a warning for the first two infractions (the second infraction being deemed a recurrence); (ii) the possibility that the company, at no additional cost, will terminate the contract that gave rise to this adherence and demand payment of any penalties established therein, without prejudice of other losses and damages.

...................,  ..........    ...................   ..........


____________________________
 
 
 
POLICY FOR TRADING ITAU UNIBANCO HOLDING S.A SECURITIES. (POLICY)
 
17
 

EX-99.5 6 ss70571_ex9905.htm

 
Attachment IV to the minutes of the Meeting of the Board of Directors of August 10, 2009 of Itaú Unibanco Holding S.A.
 
Itaú Unibanco Holding S.A.
(new corporate denomination of ITAÚ UNIBANCO BANCO MÚLTIPLO S.A.)
 
CNPJ 60.872.504/0001-23 A Publicly Listed Company NIRE 35300010230

 
INTERNAL CHARTER OF THE BOARD OF DIRECTORS

1.
CHARTER - This Internal Charter (“Charter”) shall govern the execution of the legal and statutory powers of the Board of Directors (“Board”) of Itaú Unibanco Holding S.A. (“Corporation”).

2.
COMPOSITION - The Board shall have at least 10 (ten) and at the most 14 (fourteen) members, it being incumbent on the General Stockholders’ Meeting which elected its members, to initially establish the number of members to comprise this body during each term of office.

 
2.1.
At the first meeting following the General Stockholders’ Meeting which elected the members, the Board shall choose from among its members, its Chairman and from 1 (one)  to 3 (three) Vice Chairmen. In the event of a vacancy, absence or incapacity, the Chairman shall be substituted by one of the Vice Chairmen.

 
2.2.
The composition of the Board shall be evaluated annually to ensure the complementary nature of the competencies of its members pursuant to item 10 below.

3.
BOARD COMMITTEES – In order to ensure the best contribution possible on the part of its Directors with respect to the various matters for which the Board has responsibility, the Board shall have the powers to approve the structure of the committees and sub-committees that shall report to it (“Committees”).

4.
ELECTION AND COMPOSITION OF THE COMMITTEES – At the same meeting pursuant to item 2.1 above, the members of the Committees already in existence shall be elected.

 
4.1.
At the Meeting of the Board of Directors of June 24, 2009, a new structure of Committees was approved which shall report to the Board as follows: (i) Audit Committee; (ii) Capital Risk Management Committee; (iii) Personnel Committee; (iv) Appointments and Corporate Governance Committee; and (v) Strategy Committee.

5.
FUNCTIONS OF THE BOARD AND THE CHAIRMAN OF THE BOARD – In general terms, the Board shall be responsible for defining the strategy of the Corporation and of its controlled companies, examining matters of material importance to the Corporation, and effectively supervising its management to the benefit of stockholder interests.

 
5.1.
The Board shall exercise the activities within its powers as established in the bylaws of the Corporation as approved in the General Stockholders Meeting.
 
 
 

 
 
 
5.2.
The Board shall establish the general guidance of the businesses of the Corporation, being responsible for considering matters included in the meetings’ agenda, as decided by the Chairman of the Board, after receiving suggestions from the other board members and the President of the Executive Board.

 
5.3.
Without derogating from the legal and statutory requirements, the Board shall have as its purpose, in the election of the Executive Board of the Corporation and of its controlled companies, where applicable, the composition of teams of officers aligned to the values of the Corporation, and with the ability to reconcile in a harmonious manner, the interests of the stockholders, managers and employees, as well as the company’s social and environmental responsibilities in accordance with the legislation and ethical standards.

 
5.4.
The Chairman of the Board shall be the supreme representative of the interests of all the stockholders, promoting performance, ethics and corporate values. It is incumbent upon the Chairman of the Board in general lines (i)  to coordinate the activities of the Board, deciding the agenda and focusing discussions on the future and strategic questions; (ii) to ensure that the Directors receive necessary information for adopting resolutions in a satisfactory manner; (iii) to retain and share with Directors and members of the Committees current knowledge on challenges and opportunities  related to the global financial market; (iv) to guarantee that the performance of the Board, of the Directors and members of the Committees are evaluated with the purpose of improving  execution of their functions on a continuous basis; (v) to facilitate the interaction of the members of the Board, counseling them on the resolution of conflicts; (vi) on the basis of the recommendations of the Appointments and Corporate Governance Committee, execute the board members’ succession plan.

6.
MEETINGS - The Board shall hold ordinary meetings 8 (eight) times annually to be held according to the annual calendar set by its Chairman.

 
 
6.1.
It is incumbent on the Chairman of the Board, at his/her discretion, to convene extraordinary meetings, including when so proposed by any member of the Board (“Director”) or by the President of the Executive Board.
 
 
 
6.2.
For reasons of urgency, meetings may be held by means of conference call or video conference.
 
 
 
6.3.
Convening notices are waived for meetings where the full quorum of Directors is present.
 
 
 
6.4.
The Chairman may, at his/her own discretion or upon the request of any Director, as the case may be, invite to  the Board meetings any employees of the Corporation or its controlled companies, or respective outside consultants, to provide clarifications on matters pertaining to his/her responsibility or specialty.
 
 
 

 
 
 
6.5.
The Board shall seek, wherever possible, to reach decisions by consensus.
 
 
 
6.6.
Notwithstanding the provision in the preceding item, Board resolutions shall be adopted by an absolute majority of the votes of the Directors.
 
 
 
6.7.
The independent Directors may meet to examine specific matters of interest to the Corporation, such a meeting to be convened by the longest serving Director on the Board or, in the event of a tie, by the oldest Director, in either case, the said Director reporting to the Chairman of the Board on the matters discussed and eventual suggestions.
 

 
7.
AGENDA AND SUPPORTING DOCUMENTATION - Wherever possible, the Chairman shall send to members of the Board, supporting documents of the matters to be discussed together with the agenda of each meeting at least 5 (five) business days prior to the said meeting to allow each Director to become adequately conversant with these matters and prepare himself to collaborate to the full in the discussions.
 
 
 
7.1.
At the first ordinary meeting of each fiscal year, the President of the Executive Board shall inform the Board of the annual budget approved by the Executive Board, and, at the other ordinary meetings during the year, provide information on its execution.
 
 
7.2.
Having duly informed the Chairman of the Board, any Director may request information and clarifications from an Officer of the Corporation, on a matter affecting the Board’s prerogatives, as well as, if necessary, request an outside expert opinion, the cost of which to be borne by the Corporation, on a specific theme upon which it is incumbent on him to examine in his capacity as a member of the Board, passing on the information and documents obtained to the Chairman of the Board within the prior timeframe necessary to comply with the period pursuant to item 7 above.


8.
DUTIES – The members of the Board, in addition to complying with the legal duties inherent in the position, shall be guided in their conduct by the highest standards of ethical behavior and comply with good corporate governance practice in the Corporation.

 
8.1.
The Directors shall maintain any material information related to the Corporation rigorously confidential, if and while such has not been officially disclosed to the market.

9.
CONFLICT OF INTERESTS – The Directors shall conduct themselves in an impartial manner, the following rules applying for preventing cases of conflict of interests.

 
9.1.
Members of the Board may not participate in deliberations on matters where their interests conflict with those of the Corporation. It is incumbent on each member to inform the Board on a conflict of interest as soon as the matter is included in the agenda or
 
 
 

 
 
 
 
proposed by the Chairman of the Board and, in any case, prior to the beginning of any discussion on each item.
 
 
9.2.
On the occasion of the first meeting following his election, the elected Director shall inform members of the Board: (a) the principal activities in which he is involved extraneous to the Corporation, (b) participation on boards of other companies, pursuant to the limit established in item 9.2.1 below; and (c) the commercial relationship with companies in the Itaú Unibanco Conglomerate, including cases where services are rendered to these companies. This information shall be provided annually and always when there is a new event which requires making current this type of information.

 
9.2.1.
The Directors may only sit on at the most, 4 (four) boards of directors of companies that do not belong to the same economic conglomerate.  The exercising of this function in philanthropic entities, clubs or associations shall be excluded for the purposes of this restriction. The said restriction may be exceeded upon approval from the Appointments and Governance Committee.

 
9.3.
Should a member of the Board or company controlled or governed by him execute an operation with companies in the Itaú Unibanco Conglomerate, the following rules must be complied with: (a) the operation must be concluded according to the prevailing market conditions; (b) if the operation is not a usual one or involves the rendering of services, reports by companies of undoubted reputation  shall be issued evidencing that the operation was concluded under prevailing market conditions; (c) the operation must be notified to the Appointments and Governance Committee; and (d) the operation shall be conducted through the customary and appropriate channels in the Itaú Unibanco Conglomerate hierarchy.

10.
ANNUAL EVALUATION – An evaluation of the Board, its Chairman and the Committees shall be undertaken on an annual basis as well as a self-evaluation of the Directors. The Appointments and Corporate Governance shall provide methodological and procedural support for the evaluation process.

11.
TECHNICAL AND ADMINISTRATIVE SUPPORT – The work of the Board, which shall be recorded in minutes, shall have the technical and administrative support of the executive body of the Corporation, including the support of the Economic Control and Legal areas.

12.
CONTINGENCIES NOT COVERED BY THE CHARTER – Contingencies not covered by this Charter shall be resolved by the Chairman, ad referendum of the Board.

13.
AMENDMENTS – This Charter may be amended by the Board, on the proposal of the Chairman or of any 3 (three) of its members.

__________________

 
 
 
 
 

EX-99.6 7 ss70571_ex9906.htm

 
Itaú Unibanco Holding S.A.
(new corporate denomination of ITAÚ UNIBANCO BANCO MÚLTIPLO S.A.)
CNPJ. 60.872.504/0001-23 A Publicly Listed Company NIRE. 35300010230
 
 
MEETING OF THE FISCAL COUNCIL
OF AUGUST 10, 2009

On August 10, 2009 at 5:30 p.m. at the company’s head office, the effective members of the Fiscal Council of ITAÚ UNIBANCO HOLDING S.A. (new corporate denomination of ITAÚ UNIBANCO BANCO MÚLTIPLO S.A., approved by the Extraordinary General Meeting of April 24, 2009 and pending ratification by the Brazilian Central Bank), met with the purpose of: a) appointing the President of the Fiscal Council, pursuant to article 2 of its Internal Charter; b) providing an opinion on the financial statements for the period from January to June of 2009.
 
Beginning the agenda of the day with an examination of the first item, the Councilors resolved to maintain the appointment of Prof. Iran Siqueira Lima as President of the Fiscal Council and Councilor Alberto Sozin Furuguem to substitute him in the event of his absences or incapacity.

Subsequently, Iran Siqueira Lima, expressed his appreciation for his fellow councilors’ renewed vote of confidence, making himself available to his colleagues in the performance of their duties.
 
Subsequently, moving on to examine the financial statements for the first half of  2009,  the Fiscal Councilors resolved to register the following opinion:
 
“The effective members of the Fiscal Council of ITAÚ UNIBANCO HOLDING S.A. (new corporate denomination of ITAÚ UNIBANCO BANCO MÚLTIPLO S.A., approved by the Extraordinary General Meeting of April 24 2009 and pending ratification by the Brazilian Central Bank), having perused the financial statements for the period from January to June of 2009, 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, August 10, 2009. (signed) Iran Siqueira Lima - President, Alberto Sozin Furuguem and Artemio Bertholini – Councilors.

 
 
  ALFREDO EGYDIO SETUBAL
Investor Relations Officer
 
 
 


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