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 a collective body made up by different members such as nonexecutive and independent directors among which the Chairperson is appointed and, directors in “apical” position with guidance, support and control functions.
The Chairperson of the Supervisory Body is a non-executive and independent member of the Board of Directors who, therefore, holds no delegate functions, he/she is independent and with no kind of economic connections with UniCredit S.p.A. that could influence his/her independence of judgment and freedom to evaluate the operations management.
The presence of such Board Members who are without responsibilities that might prejudice their freedom of judgment is justified by the need to guarantee the effective independence of the upervisory 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.
The Supervisory Body is appointed with a resolution of the Board of Directors which will declare, during the appointment, the existence of the requirements of independency, autonomy, honorability and professionalism of its members.
The Supervisory Body will be in office as long as the Board of Directors that has appointed it and its members may be re-elected.
The members of the Supervisory Body can renounce at any time communicating, in writing, the decision to the Board of Directors by specifying as well the reasons why they’ve taken such a decision.
A detailed description of the Supervisory Body’s responsibilities and functioning have been included in the Model approved by the Board of Directors.
Legislative Decree No. 231 of June 8, 2001 is the first Italian law on the administrative liability of incorporated and non-incorporated bodies, companies and associations (entities).
The new and enhanced liability rules make entities directly liable for any offences committed for their benefit and in their interest by their representatives (senior managers, directors or people working under their guidance and supervision).
