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Sao Paulo
 Letter to Shareholders
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 Unibanco Holdings
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Corporate Governance
 
Unibanco has long conducted its business and its decision-making process on sound principles of transparency, equity, accountability and corporate responsibility. The executive team works with well-defined management processes, ensuring a seamless implementation of strategic initiatives, the compliance to all legal rules and regulations and efficient communication. Unibanco and Unibanco Holdings joined the first group of Brazilian companies to upgrade their listings on Bovespa to Level 1.

Unibanco and Unibanco Holdings management is structured as follows:

Unibanco Holdings

Unibanco Holdings Board of Directors is constituted of five up to 11 members, elected at shareholders meetings for renewable one-year terms of office. Currently the board sits seven members (additional information available in Unibanco Holdings).

There is also an Executive Board made up of three members, elected by the Board of Directors for renewable one-year terms.

Unibanco

The Board of Directors is Unibanco's top management body, constituted of four to eight members. In 2004 the Board underwent several changes, with the election of Pedro Sampaio Malan as chairman and Pedro Moreira Salles moving to the vice-chairman seat and the nomination and election to the board of Armínio Fraga and Joaquim Francisco de Castro Neto. Board members are elected at shareholders meetings, for renewable one-year terms of office.

The Executive Board, with up to 150 members, is elected by the Board of Directors for renewable one-year terms. In 2003, following the 3,136 Central Bank's Circular, all executive director positions became statutory.

The Auditing Committee is a statutory body established in April 2004 as per Brazilian legislation. Its duties include nomination, ad referendum of the Board of Directors, of independent external auditors; revision of half-yearly financial statements; evaluation of the services provided by internal and external auditors; and the establishment, publication, follow-up and monitoring of all procedures required for legal compliance purposes; recommendations of corrective and improvement measures for internal policies and strategies. The Auditing Committee members are currently Gabriel Jorge Ferreira, Eduardo Augusto de Almeida Guimarães and Guy Almeida Andrade.

Committees

Some committees are responsible for ensuring the integrity of the management structure, in support of the bank's executives.

Policies and Strategy Committee (CPE): Formed by Unibanco's Board of Directors members, the CEO and the vice-presidents of the business units (Retail, Wholesale, Insurance and Pensions and Wealth Management). It holds quarterly meetings and responds for the definition and transparency of all policies and the establishment of Unibanco's major objectives.

Executive Committee (CE): Formed by the CEO, the vice-presidents of the business units (Retail, Wholesale, Insurance and Pensions and Wealth Management), and the executives in charge of the support areas (Legal, Auditing, Risk Management and Institutional Relations, Planning, Operations and Control, People and Communication). It meets weekly and is responsible for the tasks delegated by the CPE and for monitoring Unibanco's consolidated results.

Risk Management Committee: Constituted by the chairman of the board, the CEO and the vice-presidents of Planning, Operations and Controls, and Legal, Auditing, Risk Management and Institutional Relations. It meets monthly and its function is to review, alter and/or validate the conglomerate's policies, processes and activities that involve risk - market, liquidity, credit, legal, fiscal - in addition to all forms of operational risk, including image and credibility.

Other committees comprise all areas of business, products and services provided by Unibanco and meet on a weekly, monthly, bi-monthly or ad-hoc basis. Some of these committees are:

Credit Committee
Corporate Communication Committee
Wealth Management Executive Committee
Insurance and Pensions Executive Committee
Money Laundering Prevention Committee
Financial Committee
Disclosure Committee (in charge of releasing relevant acts or facts)
Internal Controls Committee
People Committee


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