Board Commitees

In line with the principles set out in its Corporate Governance Code, the UniCredit Board of Directors has set up a Nomination Committee, a Remuneration Committee and an Audit Committee (in addition to its existing Executive Committee and Chair Committee).

In order to improve its corporate governance and to align the Board Committees structure with international best practices and the principles set out in the current version of the Corporate Governance Code issued by Borsa Italiana, the Board of Directors subsequently modified the structure of its Board Committees by approving:

• the dissolution of its Chair Committee and Executive Committee;

• the constitution of the new Permanent Strategic Committee and the redefinition of the Nomination Committee’s role as Corporate Governance, HR and Nomination Committee;

• the keeping of the Remuneration Committee and the Audit Committee, currently named as Internal Controls & Risks Committee, recently reorganized through the set-up of 3 Sub-Committees named “Internal Controls”, “Risks” and “Related-Parties Transactions”.

The above mentioned Board Committees shall have both an advisory and a consultative role.

Committees shall meet regularly and whenever special needs require; Committee meetings will be validly convened when the majority of the members of the Committee attend.

Should the Chairman so decide, Committee meetings may be held via tele/video conferencing systems.

Committee resolutions shall be transcribed briefly by the Secretary, who need not be a member of the Committee. The minutes contain the reasons for the disagreement expressed by the Committee’s members. The Secretary shall preserve the minutes of the meeting for consultation by absent Committee members, Directors and Statutory Auditors.

Each Committee shall draw up its own regulation in keeping with its specific needs.

Members of the Group’s Management may be requested to attend Committee meetings to report on specific issues.

Each Committee shall be assigned a budget which may be supplemented to meet specific needs.