Unibanco

The Board of Directors is our decision-making body. It determines our general corporate guidelines and policies by:

Establishing our corporate strategy;
Reviewing our business plans;
Supervising and monitoring the activities of our executive officers.

The Board of Officers is elected by our Board of Directors. The Board of Executive Officers is responsible for the management and supervision of our corporate activities by ensuring compliance with our general corporate guidelines and policies established at general shareholders meetings, by our Board of Directors and pursuant to our by-laws. All members of the Board of Officers have the power to act on Unibanco's behalf pursuant to our by-laws.

Our Board of Executive Officers consists of Chief Executive Officer, Executive Vice Presidents, Vice Presidents and Executive Officers.

The Chief Executive Officer is primarily responsible for:

Leading management;
Coordinating and supervising the performance of the Executive Vice Presidents and the Vice Presidents;
Ensuring compliance with the guidelines and policies established by the Board of Directors;
Making urgent decisions that are under the competence of the Board of Executive Officers, when a meeting of the Board of Executive Officers is not feasible.

The Executive Vice Presidents are responsible for the following segments:

Insurance and Pensions, HR, Communication and Sustainability;
Planning, Control, Operations, IT and IR;
Wholesale and Wealth Management;
Retail.

The Executive Officers are responsible for the management and supervision of the areas delegated by the Board of Directors or by the Board of Officers and for the supervision and coordination of the performance of the Officers that are under their supervision. The Officers are responsible for the management and supervision of the areas delegated by the Board of Executive Officers and for the supervision and coordination of the performance of the Deputy Officers that are under their direct supervision. The Deputy Officers are responsible for the management and supervision of the areas delegated by the Board of Executive Officers or by the Officers.

Pursuant to Brazilian law, the election of each member of our Board of Directors, Audit Committee and Board of Officers must be approved by the Central Bank. Members of the Board of Officers are elected for one-year term and holds such position until they are reelected upon expiration of his or her term or until a sucessor is elected. An officer may not be re-elected after his or her 65 birthday, unless it is approved by the Board of Directors. Members of Audit Committee are elected by our shareholders at a properly adjourned meeting for a five-year maximum term of office, and has a Chairman elected by our Board of Directors. Each director is elected for a one-year term by the Shareholders´ Meeting and holds such position until they are reelected upon expiration of his or her term or until a sucessor is elected. A director may not be re-elected after his or her 60 birthday, unless agreed by the Shareholders' Meeting.

View the biographies of the Board of Directors and the Audit Committee of Unibanco.

The Audit Committee, established in April 2004, has the power to, among other responsibilities:

Indicate, ad referendum of the Board of Directors the external independent auditor;
Review the half-yearly financial statements;
Evaluate the external auditors as well as the internal auditing;
Establish, release, monitor, and oversee procedures regarding compliance with legal requirements and to recommend corrections and improvement of internal policies and strategies.

Unibanco has some committees that support and help the Group management.

Unibanco Holdings

Unibanco Holdings, pursuant to its bylaws, is managed by a Board of Directors consisting of up to eleven members, and by an Executive Board composed of up to five directors.

The Board of Directors is Unibanco Holdings' decision-making body. It determines Unibanco Holdings' general corporate guidelines and policies by:

Establishing its corporate strategy;
Reviewing its business plans;
Supervising and monitoring the activities of its officers.

The Board of Officers is elected by the Board of Directors, and is responsible for the management and supervision of Unibanco Holdings' corporate activities. It follows and ensures compliance with Unibanco Holdings' general corporate guidelines and policies established by the general shareholders meetings, by Unibanco Holdings' Board of Directors and pursuant to its by-laws. The members of the Board of Officers have the power to act on behalf of Unibanco Holdings pursuant to its by-laws.

Each director is elected for a one-year term by the general shareholders meeting and holds such position until they are reelected upon expiration of his or her term or until a sucessor is elected. In accordance with the Shareholders Agreement of Unibanco Holdings, each of its major shareholders may, at their sole discretion, select one person to serve as a member of its Board of Directors, provided that such person be elected in a general shareholders meeting. The member of the Board of Officers of Unibanco Holdings are elected for a one-year term and holds such position until they are reelected upon expiration of his or her term or until a successor is elected.

View the biographies of the Board of Directors and the Executive Board of Unibanco Holdings.

The Audit Committee, established in August, 2005, has the authority, among other duties, to appoint, ad referendum of the Board of Directors, the external independent auditor; to review the biannual financial statements; to assess the services rendered by the external auditor and the internal audit staff; establish, announce, follow up and monitor procedures related to the compliance with legal provisions, in addition to offer recommendation concerning correction or improvement in internal policies and guidelines. Unibanco Holdings' Audit Committee is composed of one member who is elected by Unibanco Holdings' Board of Directors. Unibanco Holdings has some committees that support and help the Group management.