Celebrating its 30th anniversary, Itautec reaffirms its commitment to implementing the best practices in business management. As a subsequent event, on February 2010, our corporate governance model was improved by hiring a new Chief Executive Officer (CEO) and Investor Relations Officer, Mário Anseloni, who has an extensive experience working at companies in the technology industry. The executive is also a member of the Company's Board of Directors. To strengthen the strategic mission of the Board, three new independent Board members were appointed: Carlos Eduardo Corrêa da Fonseca, Chu Tung and Luiz Antonio de Moraes Carvalho, professionals with a broad knowledge of Itautec's areas of operation. Moreover, João Batista Ribeiro, who has an outstanding career trajectory in electronics and information technology companies, took office on March 2010 as Chief Financial Officer (CFO). These changes follow the frequent adoption of best practices principles and reliability in the decision-making processes adopted in all companies of the Grupo Itaúsa.
Continuing the efforts to improve its corporate governance model, in 2010 Itautec created three new committees - Human Resources, Strategic Planning, and Audit - and has adopted the SAP ERP management system. This tool, aligned with the latest management systems in the world, enables a more precise control of processes and, accordingly , aims to ensure increased business profitability. These improvements reaffirm Itautec's commitment to an ethical and responsible business conduct, valuing transparency in actions and in disclosure of information, continued growth and, as a result, sustainable development for employees, stockholders and business partners.
Controlled by Itaúsa - Investimentos Itaú S.A., which has 89.0% of direct participation in its capital, Itautec began trading shares on the São Paulo Stock Exchange (BM&Fbovespa) in 1985, and since 2001, its capital stock is composed exclusively of common stocks. Following the model of good management practices, the Company ensures 80% tag along of the amount paid to controlling stockholders through a public offering.
ORGANIZATIONAL STRUCTURE
The Board of Directors and the Executive Board are responsible for the management of Itautec. Their activities are regulated by the Company's Bylaws and its members abide by the Company's Code of Ethics and Conduct - document that serves as a guide for conducting business and a reference for the behavior and conduct of all employees, irrespective of their office or function.
The Code promotes a responsible and respectful relationship of the Company with all stakeholders - stockholders, clients, vendors, employees, public authorities, media, the environment and the community in general - and determines procedures to ensure that conflicts of interest are avoided. Aiming at participatory management and improvement of business conduct practices, employees are invited and encouraged to present ideas and suggestions for the continual improvement of the document.
BOARD OF DIRECTORS
In February 2010, Ricardo Egydio Setubal, who has been with Itautec since 1989, took office as the new Chairman of the Board of Directors. In addition, the Board appointed a group of independent members, adding more transparency to the decision-making processes.
The Board of Directors has advisory, elective and supervisory functions. It is responsible for electing, establishing the duties and supervising the Executive Board management, deciding on the creation of committees, selecting independent auditors, deciding on the distribution of interim dividends and share buybacks, deciding on the payment of interest on equity and the issue of shares and subscription bonus, and establishing the Company's general business guidelines. The Board of Directors is also responsible for convening General Stockholders' Meetings whenever necessary. During 2009, the Board held ten meetings.
The Board of Directors is comprised of at least three and maximum nine members, elected in the General Stockholders' Meeting for one-year term, with reelection permitted. The Chairman and Vice-Chairman are selected by the Board members. Currently, it has nine permanent officers elected, being three independent and two alternate board members. The Chairman is not a member of the Executive Board.
AUDIT COMMITTEE
The Audit Committee elections, installation and operations are pursuant to provisions on Articles 161 to 165 and 277 of Law no. 6,404/1976. The Audit Committee is nonpermanent. It consists of three to five members and an equal number of alternates.
COMMITTEES
Itautec has a Disclosure Committee and in the first quarter of 2010 created three new Committees - Human Resources, Strategic Planning and Audit - to act as advisors of the Board of Directors.
Disclosure Committee: The Disclosure Committee is responsible for advising the Investor Relations Officer and determining the actions necessary for disclosure and dissemination of information. It is also in charge of pre-analyzing the content of releases to the press and the market, and holding meetings with investors and analysts. It is responsible for public presentations and teleconferences containing relevant information about the Company, in addition to examining official questionings of regulatory and self-regulatory bodies and preparing the respective responses. It is also incumbent on the Committee to disclose and communicate, immediately and comprehensively, to the market and authoritative organizations, any relevant act or fact occurred or related to the Company's business. In addition, it is responsible for providing additional clarifications to the disclosure of any relevant acts or facts. Its members are Mário Anseloni, Investor Relations Officer and CEO, and Cláudio Vita Filho, Executive Vice-President, Commercial Operations.
Human Resources Committee: It is responsible for establishing and monitoring the observance of remuneration and succession policies, Code of Ethics and Conduct, performance evaluation of the Board of Directors and the CEO, the organizational module, and the Executive Board election. It also monitors the skills in strategic planning. The Committee members are Chu Tung, Luiz Antonio de Moraes Carvalho and Renato Roberto Cuoco.
Strategic Planning Committee: It is comprised of Carlos Eduardo Corrêa da Fonseca, Chu Tung, Luiz Antonio de Moraes Carvalho and Renato Roberto Cuoco. It is incumbent on the committee to review and guide the Company's strategy and major plans of action as well as to establish performance objectives through the understanding of the market and the Company's business. It is responsible for improving the quality of decision-making and for providing closer and more collaborative relations between the Board of Directors and the Executive Board.
Audit Committee: Operationalizes duties and responsibilities of the management monitoring of internal processes. It ensures the integrity and quality of financial reporting preparation with the purpose of guaranteeing and protecting the interests of investors and stockholders. It is comprised of Carlos Eduardo Corrêa da Fonseca and Ricardo Egydio Setubal.
EXECUTIVE BOARD
It is for the Executive Board to manage and represent the Company, with powers to assume obligations, concede, assign or waive rights. It has from three to twenty officers elected by the Board of Directors, who may or may not be stockholders, residents in Brazil and that have not attained the age of 65 by the election date. An executive director may be appointed to cumulatively hold more than one office, and members may be reelected.
MANAGEMENT REMUNERATION
During the Annual General Stockholders' Meeting, remuneration of the administrators is defined, and the Board of Directors is responsible for determining the pro-rata distribution of profit sharing to its members and to the members of the Executive Board. The total amount of participation is at most a tenth of the profit entered in the balance sheet, and cannot exceed the sum of remuneration attributed to the management for the balance sheet period to which the aforementioned profit sharing participation relates. The Board Members receive a fixed remuneration. The Statutory Board receives a pre-determined amount and participation in the results according to the Company's performance, as defined in the strategic planning.
Independent auditing In 2009, Itautec's financial statements were audited by PricewaterhouseCoopers independent auditors and were prepared in accordance with accounting practices adopted in Brazil, based on the provisions of Brazilian Corporation Law and standards of the Brazilian Securities and Exchange Commission (CVM). The Organization complies with international standards of independence for auditors, who, accordingly, do not have an administrative role in the Company, are not advocates of the Company and do not audit their own work.
Investor Relations Pursuing transparency and comprehensive disclosure of Itautec's information to all stakeholders, Investor Relations maintains communication channels continuously updated and remains available for meetings and clarifications whenever requested. The department participates in presentations of the controlling stockholder, Itaúsa - Investimentos Itaú S.A., and in meetings of APIMEC, the Association of Investment Analysts and Professionals of the Capital Market. In the Company's website (www.itautec.com), there is a specific link for investors, with institutional news, financial highlights, management reports, announcements to the market and deliberations of meetings of the Board of Directors, among other information. In the website, investors can register to receive information about the Company regularly by email.
Policy of Disclosure of Relevant Act or Fact Itautec maintains a Policy of Disclosure of Relevant Act or Fact that establishes guidelines and procedures to be observed for disclosure and nondisclosure of any relevant acts or facts and keeping confidentiality of information not yet disclosed. The purpose is to release complete information related to the Company in a timely manner to competent bodies and the market, such as decisions of the controlling stockholder, deliberations of the General Stockholders' Meeting or the Administration, among others. The Policy provides uniformity and transparency for the disclosure of information to all stakeholders, without favoring any party, and ensures immediate dissemination of all relevant acts or facts.
