Business Context and Reporting Period
This Form 6-K filing by Itaú Unibanco Holding S.A. was submitted on July 4, 2019. The document serves as a report of a foreign issuer pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934. The primary content of this filing is the submission of the company's Audit Committee Regulations (Exhibit 99.1), which establish the governance framework for the Audit Committee of the Itaú Unibanco Financial Conglomerate.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a regulatory filing regarding corporate governance and does not contain financial performance data or financial statements.
Material Changes
No material changes to financial performance or operational status are reported in this filing. The document outlines the standing regulations for the Audit Committee, including its composition, functioning, and powers, rather than reporting on changes in the company's financial condition.
Guidance, Outlook, and Governance Commentary
The filing details the comprehensive regulations governing the Audit Committee, which reports to the Board of Directors. Key governance provisions include:
- Composition: The Committee consists of 3 to 7 members, at least one of whom must be a Financial Expert. Members must be independent and cannot be current or recent employees, officers, or significant shareholders.
- Responsibilities: The Committee supervises internal controls, risk management, internal audit activities, and independent audit companies. It is responsible for vouching for the quality and integrity of financial statements.
- Functioning: The Committee must meet at least 12 times a year. Members must attend a minimum of 75% of meetings.
- Reporting Obligations: The Committee must formally communicate to regulatory bodies (BACEN or SUSEP) within three business days of identifying noncompliance, fraud by management, or significant errors in financial statements.
- Whistleblower Protection: Regulations establish procedures for receiving and handling information on fraud or noncompliance, ensuring anonymity and confidentiality for whistleblowers.
Key Facts for Investor Verification
- This filing contains no financial results; investors should refer to the company's Form 20-F or quarterly reports for financial data.
- The Audit Committee is mandated to meet at least 12 times annually to oversee financial reporting and risk management.
- Strict independence criteria are enforced for Committee members, including age limits (under 70) and prohibitions on recent employment or significant shareholding.
- The Committee has a specific obligation to report material fraud or regulatory noncompliance to Brazilian authorities within three business days.
- The regulations cover the entire Financial Conglomerate, including entities supervised by the Central Bank of Brazil (BACEN) and the Superintendency of Private Insurance (SUSEP).