Supervisory Body pursuant to Legislative Decree 231/2001
Pursuant to Legislative Decree No. 231 dated June 8, 2001, the Supervisory Body, appointed by the Board of Directors, was set up with responsibility for monitoring the functioning and compliance with the organization and management model of UniCredit S.p.a. (“Model”) and for updating the Model.
The Supervisory Body is made up of the following members: a non-executive and independent director (Chairman); the Deputy CEO Head of the GBS Strategic Business Area and the Heads of the Human Resources, Internal Audit and Legal and Compliance departments.
The Committee remains in office for three years and its members may be re-elected. The members of the Supervisory Body cease to hold office if, for any reason, their relationship with the Company is severed or their functions are changed; they may be removed from office, by a unanimous vote of the Board of Directors, only if a serious breach in the discharge of their mandate occurs.
The Chairman of the Supervisory Body is a non-executive member of the Board of Directors, who therefore holds no delegation functions. The Chairman is independent: that is, he/she has no economic connections with the company that could influence his/her independence of judgment and freedom to evaluate the operations of management pursuant to the rules on the non-eligibility of auditors as set forth in Article 2409- octiesdecies of the Civil Code which, in respect of two references, also applies to directors.
The presence of a Board Member who is without responsibilities that might prejudice his/her freedom of judgment is justified by the need to guarantee the effective independence of the Supervisory Body from the Company hierarchy, while simultaneously maintaining a constant connection with the Board of Directors, which is ultimately the body responsible for overseeing the effective implementation of the Model.
A detailed description of the Supervisory Body’s responsibilities and functioning have been included in the Model approved by the Board of Directors.
