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Corporate Governance Report 2007

Last Update: 09/11/2008

Unibanco and Unibanco Holdings joined the first group of companies to voluntarily adhere to Level 1 Corporate Governance rules for the São Paulo Stock Exchange (Bovespa) in 2001.

Listed on the São Paulo Stock Exchange since 1968, Unibanco is part of this exchange's main indicators, such as Ibovespa, IBrX-50, IBrX-100 and the Corporate Governance Index (IGC). In 2007, Unibanco celebrated its ten-year anniversary of being listed on the New York Stock Exchange (NYSE). The bank was the first Brazilian bank to issue ADRs in the North-American market, where it is the market leader in volume among Brazilian banks (for more information see the Our Shares section).

Since 1997, Unibanco publishes US GAAP financial statements. Unibanco also holds conference calls concerning quarterly results in Portuguese and English, and periodic public meetings with analysts and investors. Key information about the bank is easily available on the Investor Relations website.

The Executive Management and Board of Directors are both strongly committed to taking all steps and measures necessary to ensure consistent results. In mid 2006, Unibanco implemented the Project Management and Efficiency unit, with the goal of improving management practices. The unit focuses on instruments that help monitor results and the quality of process execution, and remains constantly concerned about customer satisfaction and the quality of investor relations.

Sarbanes-Oxley

In June 2007, Unibanco and Unibanco Holdings were certified under Section 404 of the Sarbanes-Oxley Law- SOX Certification - for internal controls on consolidated accounting statements based upon US GAAP (American generally accepted accounting principles).

Earning the SOX Certification is a result of Unibanco's commitment to the quality of its integrated management risk and control processes, as well as its high standards of corporate governance and transparency of financial statements.

Organizational Structure

Unibanco's Board of Directors, its highest administrative body, consists of at least four and at the most nine members. With the election of Francisco Eduardo de Almeida Pinto and Guilherme Affonso Ferreira in 2007, the Board presently has nine members. The duration of each officer's mandate is one year, and they may be reelected at the General Ordinary Meeting. Executive Management, annually elected by the Board of Directors, may have up to 150 members serving one-year terms, with the possibility of being reelected. At the end of 2007 Unibanco had 121 directors. Since 2003, in compliance with rules established in the Central Bank Circular 3,136, all directors are statutory.

Click here for Unibanco's organizational chart.

Committees

Unibanco has several committees that focus on the integration and integrity of its management structure. The remaining focus on business, products and services.

The main committees include:

Executive Committee - As the highest decision-making body within Unibanco's Management, its objectives are to coordinate and implement the key guidelines for Unibanco and its subsidiaries, as established by the Board of Directors, and to monitor consolidated results. It currently consists of nine members, including Unibanco?s CEO and the main executives in charge of the business and support departments.

Audit Committee - Its functions include: appointing, ad referendum to the Board of Directors, the independent auditor and evaluating the effectiveness of their services and those of the internal auditor; reviewing accounting statements; establishing, disclosing, monitoring and overseeing procedures related to fulfillment of legal provisions; verifying fulfillment of their recommendations; and finally, recommending corrections or improvements to internal policies and guidelines. Currently, this committee has five members elected annually at the General Shareholders Meeting; four of them are independent.

Internal Controls Committee - This committee's primary objective is to promote the constant improvement of internal processes and control structures, and to ensure best corporate-governance practices and compliance with regulatory requirements. There are just over 20 internal control subcommittees that meet on a monthly basis and involve all departments related to each business, in order to evaluate control indicators and operational losses and to monitor corrective action and process improvement plans. Sub-committee results are reported on a monthly basis to the Internal Controls Committee. Currently, the committee consists of eight members, including Unibanco's CEO.

Negotiation Committee - This committee is responsible for deliberating on and establishing blackout periods, as it deems necessary to defend Unibanco or Unibanco Holdings' interests, as well as extending blackout periods beyond the disclosure date of relevant information. The committee currently has four members, including Unibanco and Unibanco Holdings Investor Relations' director.

Disclosure Committee - This committee seeks to: make decisions about the convenience and timing for disclosing a relevant act or fact, and how to do so, as well as the content thereof to be disclosed; ensure compliance with the rules and guidelines established in the Institutional Information Disclosure Policy for both Unibanco and Unibanco Holdings. It currently consists of seven members, including Unibanco's Investor Relations director.

Performance Committee - This body is responsible for managing Unibanco Stock Option Plan - Performance, and for appointing the executives who will be granted stock options. It also defines the quantity, date and option-exercise price, while always acting in compliance with the conditions defined in the Performance Rules and the legal limitations. The committee consists of four to six members appointed by the CEO and by a member of Unibanco Holdings Board of Directors.

Alco - Assets and Liabilities Committee - This committee's responsibility is to define Unibanco's strategy for management of its assets and liabilities, in addition to assuring alignment with the institution's strategic objectives, including adherence to business department budgets, and compliance with investment, liquidity and capital policies. It has thirteen members, including the Chairman of Unibanco's Board of Directors and its CEO.

Ethics Committee - This committee's responsibilities include promoting a culture of ethics throughout Unibanco, approving related policies, and solving matters of personal and professional conduct, while providing a healthy work environment. The committee currently consists of eleven members.

Investor Relations

The fundamental mission of Unibanco's Investor Relations (IR) is to ensure access to the institution's information in the most transparent and accurate manner possible, following best corporate-governance practices. Thus, one of IR's main responsibilities is to provide the broadest amount of information about the institution to the market, contributing to the maximization of its market value and share liquidity.

In line with Unibanco's strategy and through constant contact with top management and the various group's departments and companies, IR monitors the bank's main events and the impact that Brazilian and international events might have on its performance.

Other obligations in the exercise of IR duties include guaranteeing consistent, up-to-date information, to anticipate and respond to questions from the market, to provide assistance when requested, and to meet the legal demands of the São Paulo Stock Exchange and the CVM in Brazil, as well as those from the NYSE (New York Stock Exchange) and the SEC (Securities and Exchange Commission) in the United States.

Among the division's activities are meetings with domestic and foreign analysts and investors, meetings with the Association of Capital Market Investment Analysts and Professionals ("Apimec"), participation in conferences and road shows abroad, as well as domestic congresses focusing on capital markets. In 2007, IR responded to 639 requests, ranging from external and internal meetings to seminars and conference calls. Five meetings with Apimec were held last year in the cities of São Paulo, Rio de Janeiro, Belo Horizonte, Brasília and Porto Alegre, and nearly 800 analysts and investors attended. The meetings were also attended by key Unibanco executives.

In 2007 Unibanco received the Gold Seal for Diligence from Apimec-SP for the nine consecutive years that it has held these meetings. In December, 2007, Unibanco Day was celebratedon the New York Stock Exchange, in honor of being listed for ten years on the NYSE. The event provided financial analysts and investors with a retrospective of these years, and the challenges faced for 2008. The presentation was given by the Chairman of the Board of Directors, Pedro Malan, and the CEO, Pedro Moreira Salles. The event was broadcast live on the internet via webcast (please also see Our Shares section).

In 2007, Unibanco was named Best Company for Shareholders, among businesses with a market value in excess of R$15 billion. The award, granted by Capital Aberto magazine, evaluated 85 companies listed on the São Paulo Stock Exchange based upon objective criteria. According to the magazine, the ranking was developed to highlight cases of companies that were able, over the past year, to offer a balanced combination of five factors: liquidity, financial profits, share valuation, corporate governance and sustainability.

Seeking to democratize communication with the market and the public in general, the department also has an Investor Relations website (www. ir.unibanco.com), which is the main channel to clear, fast and effective information. Unibanco IR's website is constantly updated to provide transparent and relevant information for its investors, analysts, students, employees, and the public in general. In 2008, the website won an award for the eighth consecutive year, as one of the Top 5 Websites for Investor Relations in Latin America. The award is the most important for IR on the Brazilian internet, organized by MZ Consult, KPMG, JPMorgan and Linklaters.

Publications and Information

The Investor Relations unit is in charge of publishing all relevant facts related to Unibanco and its subsidiaries activities. Disclosure to Brazilian and foreign authorities and the general public always occurs at the same time. Since 1997, in addition to Brazilian accounting standards, Unibanco's financial statements have also complied with American accounting standards (US GAAP), as a result of the company's shares being listed on the New York Stock Exchange.

Unibanco's top executives and employees who by virtue of their job description have access to privileged, relevant and confidential information, sign a Non-Disclosure Form based on the Disclosure Policy of a Relevant Act or Fact, wherein they state that they fully understand these policies.

This practice is compliant with CVM Instruction 358/02, which recommends providing essential information to investors quickly and efficiently regarding their investment decisions, treating all market agents equally. Unibanco's policies are available at the Investor Relations website.Through this and other good corporate-governance practices, Unibanco meets rules related to transparency in the disclosure of information and the demands of regulatory authorities on the financial and capital markets both in Brazil and abroad: the Brazilian Central Bank, the Brazilian Securities and Exchange Commission ("CVM"), the São Paulo Stock Exchange (Bovespa), Securities and Exchange Commission (SEC) and New York Stock Exchange (NYSE).

Disclosure of Unibanco's balance sheet and earnings statements takes place on a quarterly basis, and publication in newspapers occurs twice a year. Quarterly reports, press releases, relevant events as well as presentations and other important information about Unibanco are available on the IR website. Additionally, information about Unibanco shares can also be found on the websites of Bovespa, the CVM, the SEC, the NYSE and the Bank of New York (depositary bank for the ADR program).


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