Italian law allows the adoption of any one of three alternative governance systems:
- the traditional system, comprising a Board of Directors with executive duties and a Board of Auditors with supervisory duties, both appointed by the shareholders;
- a two-tier system, comprising a Supervisory Board appointed by the shareholders and a Management Board appointed by the Supervisory Board;
- a one-tier system, in which management duties are carried out by a Board of Directors appointed by the shareholders, and supervisory duties are carried out by an internal committee of Directors.
UniCredit employs the traditional system.
As a public company and financial institution, UniCredit must comply with the corporate governance provisions of the Italian Civil Code, of Legislative Decree No. 58 of 24 February 1998 (the Testo Unico della Finanza or “TUF,” Italy's Consolidated Law on Finance), and of Legislative Decree No. 385 of 1 September 1993 (the Testo Unico Bancario or “TUB,” Italy’s Consolidated Law on Banking), and with the Corporate Governance Code issued by Borsa Italiana, the Italian financial market regulator.
In particular, UniCredit ’s Board of Directors and Board of Statutory Auditors must comply with specific rules concerning the appointment, reputation, professionalism and independence of their members (art. 20 and 30 of the Article of Association).
The members of the Board of Directors are governed by the following rules:
- the Directors must be appointed from lists of candidates submitted by the shareholders;
- these lists can be submitted by one or more shareholders representing at least 0.5 percent of the company’s ordinary shares entitled to vote at the annual Shareholders’ Meeting; the low capital requirement ensures that minority shareholders can submit lists of candidates;
- at least three directors must meet the independence requirements set out in paragraph 3 of article 148 of Legislative Decree No. 58 of 24 February 1998; and at least five directors must meet the further independence requirements set out in the Corporate Governance Code issued by Borsa Italiana.
The members of the Statutory Board of Auditors are governed by the following rules:
- the members are appointed on the basis of lists submitted by one or more shareholders representing at least 0.5 percent of the company’s shares entitled to vote at the annual Shareholders' Meeting;
- two members (including the Chairman) are appointed from the candidates of the minority shareholders’ list that has won the most votes;
- at least two Standing Statutory Auditors and one Substitute Auditor must be members of the national Register of Auditors of at least three years’ standing and must have worked as auditors for at least three years. Those auditors who are not members of the national Register of Auditors must have performed for at least three years the types of duties specified by the applicable laws.
