Business Context and Reporting Period
Company: Banco Itau S.A. (Itau Bank S.A.)
Filing Type: Form 6-K (Report of Foreign Issuer)
Reporting Period: August 2002 (Filing Date: August 1, 2002)
Event: Approval of Corporate Policies on Disclosure of Material Information and Insider Trading by the Administrative Council on July 31, 2002.
Key Financial Metrics
This filing is a regulatory report regarding corporate governance policies and does not contain financial performance data (revenue, profit, cash flow, margins, debt, or liquidity) for the period.
| Metric | Value |
|---|---|
| Authorized Capital | 200,000,000,000 shares |
| Subscribed and Paid-in Capital | R$ 4,260,500,000.00 |
| Number of Shares | 113,451,148,264 shares |
| Revenue/Profit/Cash Flow | Not provided in this filing |
Material Changes
The primary material change reported is the formal adoption of two new corporate policies to comply with Brazilian Securities and Exchange Commission (CVM) Instructions 358 and 369:
- Corporate Policy on Disclosure of Material Information: Establishes guidelines for the timely and equitable disclosure of material acts or facts to the market and regulatory bodies (CVM, SEC, NYSE).
- Corporate Policy and Procedure on Insider Trading: Defines restrictions on trading securities by insiders, blackout periods, and reporting requirements for changes in shareholding.
Guidance, Outlook, and Management Commentary
Management Commentary: The Administrative Council unanimously approved the policies to reinforce equity and transparency in disclosure. The company explicitly states it will not disclose performance forecasts, though it may publish market expectations on its website.
Risks and Contingencies:
- Insider Trading Restrictions: Strict blackout periods are enforced around financial statement disclosures (e.g., 15 days prior to quarterly/annual results).
- Sanctions: Violations of the disclosure or insider trading policies may result in disciplinary sanctions, contract termination for third parties, and potential administrative, civil, or criminal measures.
- Confidentiality: Related persons (officers, directors, employees, consultants) are bound by strict duties of confidentiality regarding material non-public information.
Investor Verification Checklist
- Verify the specific blackout periods for trading listed in Annex A of the Insider Trading Policy (e.g., Q2 2002 blackout: July 29 to August 14, 2002).
- Confirm the appointment of Dr. Alfredo Egydio Setubal as the responsible officer for executing and monitoring the new disclosure policies.
- Review the definition of "Material Act or Fact" in the new policy to understand the threshold for mandatory public disclosure.
- Check the company's Investor Relations website (http://www.itauir.com.br) for market expectations, as the company does not issue its own performance forecasts.
- Monitor future filings for the first application of these policies regarding the disclosure of material events or insider trading reports.