Itaú Unibanco charter bars CEO election at 62 or older
The Executive Committee will hold ordinary weekly meetings under a calendar set by the Chief Executive Officer and resolve matters by an absolute majority.
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Form Type
6-K
Rhea-AI Filing Summary
Itaú Unibanco Holding S.A. describes an Internal Charter governing its Board of Officers. The board will have at least 5 and at most 60 members; officers serve one-year terms and may be reelected. An officer who has turned 62 by the election date may not be elected Chief Executive Officer, and an officer who has turned 60 may not be elected to another Board of Officers position.
The Board of Directors determines which officers serve on the Executive Committee, the company’s executive body with maximum authority. The charter assigns it responsibility for implementing board guidelines, carrying out business strategies, managing resources and monitoring risks. Officers must abstain from matters where their interests conflict with the company’s, and officers are assessed annually.
Key Figures
Minimum Board of Officers membership: 5 members
Maximum Board of Officers membership: 60 members
Officer term: 1 year
+2 more
5 metrics
Minimum Board of Officers membership
5 members
Minimum stated in the Internal Charter
Maximum Board of Officers membership
60 members
Maximum stated in the Internal Charter
Officer term
1 year
Officers may be reelected
Chief Executive Officer election age limit
62 years
An officer who has turned 62 by the election date may not be elected Chief Executive Officer
Other Board of Officers election age limit
60 years
An officer who has turned 60 by the election date may not be elected to another Board of Officers position
Key Terms
Executive Committee, absolute majority, conflict of interests, annual assessment
4 terms
Executive Committee technical
"the Company’s executive body with maximum authority"
An executive committee is a small group of top leaders within an organization responsible for making important decisions and setting strategic direction. Think of it as the company's steering team, guiding the overall course and ensuring management actions align with long-term goals. For investors, understanding the executive committee helps gauge how decisions are made at the highest level and how leadership might influence the company's future performance.
absolute majority technical
"absolute majority of the votes of its members"
conflict of interests regulatory
"CONFLICT OF INTERESTS"
annual assessment technical
"The members of the Board of Officers will be assessed on an annual basis"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How often does ITUB’s Executive Committee meet, and how are decisions approved?
The Executive Committee will hold ordinary meetings weekly, following an annual calendar established by the Chief Executive Officer. Its resolutions are made by an absolute majority of the votes of its members. The Chief Executive Officer may convene extraordinary meetings.
What does ITUB’s charter require when an officer has a conflict of interest?
An officer must abstain from discussing or becoming involved in matters related to a conflict with the company’s interests. If the officer does not raise the conflict, another officer who knows of it must report it to the Chief Executive Officer.
AI-generated analysis. How Rhea-AI works. Not financial advice.
| UNITED STATES | |||||||||||
| SECURITIES AND EXCHANGE COMMISSION | |||||||||||
| Washington, D.C. 20549 | |||||||||||
| FORM 6-K | |||||||||||
| Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 | |||||||||||
| For the month of October, 2026 | |||||||||||
| Comission File Number: 001-15276 | |||||||||||
| Itaú Unibanco Holding S.A. | |||||||||||
| (Exact name of registrant as specified in its charter) | |||||||||||
| Itaú Unibanco Holding S.A. | |||||||||||
| (Translation of Registrant’s Name into English) | |||||||||||
| Praça Alfredo Egydio de Souza Aranha, 100 - Torre Conceição | |||||||||||
| CEP 04344-902 São Paulo, SP, Brazil (Address of principal executive office) | |||||||||||
| Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. | |||||||||||
| Form 20-F ☒ | Form 40-F ☐ | ||||||||||
| Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): | |||||||||||
| Yes ☐ | No ☒ | ||||||||||
| Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): | |||||||||||
| Yes ☐ | No ☒ | ||||||||||
| Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. | |||||||||||
| Yes ☐ | No ☒ | ||||||||||
| If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): | |||||||||||
| 82– __________________ | |||||||||||
EXHIBIT INDEX
| 99.1 | ITAÚ UNIBANCO - Internal Charter of the Board of Officers | ||||||||||
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| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | ||||||||||||||
| Date: October 29, 2026. | ||||||||||||||
Itaú Unibanco Holding S.A. By: /s/ Gustavo Lopes Rodrigues Name: Gustavo Lopes Rodrigues Title: Investor Relations Officer. | ||||||||||||||
Internal Charter of the Board of Officers 1. CHARTER – This Internal Charter (“Charter”) governs the work of the Board of Officers of Itaú Unibanco Holding S.A. (“Company”), in line with and in addition to the legal and statutory provisions. 2. COMPOSITION – The Board of Officers will be made up of at least 5 (five) and at most 60 (sixty) members, including the positions of Chief Executive Officer and Officer, as determined by the Board of Directors when providing for these positions. 2.1. The Board of Directors will nominate for the Board of Officers professionals who can combine, harmoniously, the interests of the Company, its stockholders and employees, as well as the environmental and social responsibility of the Company, guided by legality and ethics. 2.2. In the event of the absence or impediment of any officer, the Board of Officers may choose the substitute officer from among its members. The Chief Executive Officer will be replaced, in his/her absence or impediments, by an Officer who is member of the Executive Committee nominated by him/her. 2.3. Should any position become vacant, the Board of Directors may nominate a substitute officer to complete the term of the replaced officer. 2.4. The officers will hold their offices for a term of one (1) year and they may be reelected, and they will stay in their positions until their replacements take office. 2.5. An officer who has already turned sixty-two (62) years of age on the date of the election may not be elected to take office as Chief Executive Officer and an officer who has already turned sixty (60) years of age on the date of the election may not be elected to take the other offices on the Board of Officers. 3. EXECUTIVE COMMITTEE – The Executive Committee is the Company’s executive body with maximum authority. The Board of Directors will determine, in addition to the Chief Executive Officer, the members of the Board of Officers who will comprise the Executive Committee. 4. DUTIES OF THE BOARD OF OFFICERS – The operational or executive duties related to the management and representation of the Company will be incumbent upon the Board of Officers elected by the Board of Directors.
Internal Charter of the Board of Officers 4.1. The Chief Executive Officer will be responsible for supervising the Board of Officers, structuring the Company’s services and establishing internal and operational rules. 4.2. In compliance with the rules of the National Monetary Council, the Central Bank of Brazil and the Brazilian Securities and Exchange Commission, the Board of Directors will nominate, from among the members of the Board of Officers, representatives with specific responsibilities for given activities, products or services before the authorities, stockholders and the general public. 4.3. The representation of the Company will take place under the terms provided for in the Bylaws. 5. DUTIES OF THE EXECUTIVE COMMITTEE – The Executive Committee will be specially responsible for: (i) implementing the guidelines proposed by the Company’s Board of Directors; (ii) carrying out strategies related to the products and business developed by the Company; (iii) ensuring the best allocation and management of financial, operational and human resources; (iv) monitoring risks to which the Company may be exposed (market, credit, operational, image, etc.); and (v) leading the Company in the search for long-term value creation. 6. MEETINGS OF THE EXECUTIVE COMMITTEE – The Executive Committee will hold ordinary meetings on a weekly basis in accordance with the annual calendar established by the Chief Executive Officer. 6.1. It is incumbent upon the Chief Executive Officer, at their own discretion, to convene extraordinary meetings, including when they are proposed by any other member of the Executive Committee. 6.2. For reasons of urgency, the meetings may be held via telephone, video conference, telepresence, email or any other means of communication. 6.3. The Chief Executive Officer may, by their own initiative or upon the request of any member of the Executive Committee, invite to the meetings of the Executive Committee any management member or employees of the Company or its controlled companies, or external consultants, to provide clarifications on matters of their expertise or specialization. 6.4. Notwithstanding the provision in the previous item, the resolutions of the Executive Committee will be made by the absolute majority of the votes of its members.
Internal Charter of the Board of Officers 7. DUTIES – The members of the Board of Officers, in addition to observing the legal obligations inherent to the position, must base their conduct on high ethical standards, in addition to observing and stimulating good corporate governance practices in the Company. 8. CONFLICT OF INTERESTS – The officers must work on an exempt basis and, to prevent cases of conflict of interests, the rules below will apply. 8.1. The members of the Board of Officers may not make decisions related to certain matters with which their interests conflict with those of the Company. Each officer must abstain from discussing or getting involved with matters related to the conflicting matter. 8.2. Should the conflicted officer not bring the conflict forward, the officer who is aware of the abovementioned conflict must report it to the Chief Executive Officer. 9. ANNUAL ASSESSMENT – The members of the Board of Officers will be assessed on an annual basis, taking into consideration their performances, such as: financial, customer satisfaction, people management, targets crossed with other departments and alignment with the Company’s culture. 10. OMITTED CASES – The cases omitted in this Charter will be resolved by the Board of Directors. 11. AMENDMENTS – This Charter may only be amended by the Board of Directors. ___________________