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Board Committees

In order to foster an efficient information and advisory system to enable the UniCredit Board of Directors better to assess the topics for which it is responsible, also pursuant to the provisions of the Corporate Governance Code for listed companies, the following four limited-number committees are established among Board members, vested with research, advisory and proposal-making powers diversified by sector of competence:

 

  • the Internal Controls & Risks Committee,
  • the Corporate Governance, Nomination and Sustainability Committee,
  • the Remuneration Committee, and
  • the Related-Parties and Equity Investments Committee.

 

In details, the Internal Controls & Risk Committee, the Corporate Governance, Nomination and Sustainability Committee and the Remuneration Committee have been set up in compliance with the provisions contained in the Bank of Italy Supervisory Regulations on bank's corporate governance (Circular no. 285/2013).

The Related-Parties and Equity Investments Committee has been established for overseeing issues concerning related-parties transactions (CONSOB Regulation no. 17221/2010) and transactions with associated parties (Bank of Italy Circular no. 263/2006), as well as issues concerning investments in non-financial equities (Bank of Italy Circular no. 285/2013).

The composition, functions and competencies of the above Committees are regulated in the UniCredit Corporate Bodies Regulations.

Committees:

Committee's Role

 

The Committee provides opinions to Board, amongst other issues on:


a)  Defining UniCredit's corporate governance system, corporate structure and Group governance models and guidelines;


b)  Defining the self-assessment process, the qualitative and quantitative composition of the Board deemed to be optimal, and the maximum number of posts held at other companies considered compatible with effectively fulfilling these roles at UniCredit;


c)  Verifying that UniCredit Directors meet statutory and Articles of Association-based requirements (including requirements on interlocking directorates envisaged under applicable law), and verifying the correspondence between the qualitative and quantitative composition of the Board considered optimal and the outcome downstream from the appointments process;  


d)  Appointing the CEO, General Manager, Deputy General Managers and other managers with strategic responsibilities, as well as Senior Executive Vice Presidents;


e)  Defining policy on the appointment and succession plan for the CEO, General Manager, Deputy General Managers and other managers with strategic responsibilities, Senior Executive Vice Presidents, Group Management Team (Executive Vice Presidents) and Leadership Team (Senior Vice Presidents);


f)   Defining policy for the appointment of corporate officers (members of the Boards of Directors, Boards of Statutory Auditors and Supervisory Boards) at Group companies;


g)  Designating corporate officers (members of the Boards of Directors, Boards of Statutory Auditors and Supervisory Boards) at the main companies;


h)  Identifying candidates for the post of UniCredit Director in the case of co-optation, and, in case the Board should present a list of candidates for the position of independent director for submission to the UniCredit Shareholders' Meeting, taking into account any indications from shareholders;


i)   Appointing members to the other Board committees.

Furthermore, the Committee:

 

-    Sets targets for the least-well represented gender, and prepares a plan to increase this proportion up to a set target;

 

-    Prepares proposals for the Board of Directors on the selection of staff appointed to conduct the Board's self-assessment process;

 

-    Provides support, coordinating with the Internal Controls & Risks Committee, in order to propose to the Board of Directors who should be appointed as the Head of Internal Audit, Group Compliance and Group Risk Management;

 

-    Undertakes research to help the Board of Directors prepare a succession plan for executive directors.

 

The Committee further supervises the sustainability issues linked to the activity exercised by UniCredit and to the dynamics of the interactions of the latter with all the stakeholders. Within this scope, in particular, the Committee:

 

-    in advance, examines the yearly Integrated Report to be submitted for approval to the Board of Directors;

 

-    makes proposals with regard to the Group environmental and social strategy, annual objectives and targets to reach, monitoring over time that they have been implemented;

 

-    supervises the sustainability evolution also in the light of the international guidelines and principles on the subject, monitoring the Group position.

 


Committee members

Chairman
Luca Cordero di Montezemolo

Luca Cordero di Montezemolo

Director

Members
Vincenzo Calandra Buonaura

Vincenzo Calandra Buonaura

Deputy Vice Chairman

Alessandro Caltagirone

Alessandro Caltagirone

Director

Fabrizio Saccomanni

Fabrizio Saccomanni

Director

Clara C. Streit

Clara C. Streit

Director

Giuseppe Vita

Giuseppe Vita

Chairman

Elena Zambon

Elena Zambon

Director

Committee's Role

 

Among other things, the Committee:


-       Formulates proposals to the Board on remuneration of members of the Board of Directors, the General Manager, Deputy General Managers and the Heads of the corporate control functions and the personnel whose remuneration and incentive systems are decided upon by the Board;


-       With regard to the CEO's earnings, serves in an advisory capacity in terms of setting the performance targets associated with the variable portion of the CEO's remuneration;


-       Acts in an advisory capacity on setting criteria for remunerating the most significant employees, as identified pursuant to applicable Bank of Italy provisions.


The Committee further issues opinions to the Board on:


a)    The remuneration policy for Senior Executive Vice Presidents, the Group Management Team (Executive Vice Presidents) and the Leadership Team (Senior Vice Presidents);


b)   Approves Group incentive schemes based on financial instruments;


c)    Remuneration policy for corporate officers (members of Boards of Directors, Boards of Statutory Auditors and Supervisory Boards) at Group companies.

Members of the Committee regarding whom the Committee is called upon to express its opinion on their remuneration as a result of their specific assignments shall not attend meetings at which the proposal for such remuneration is calculated.


Furthermore, the Committee:


-     Directly supervises the correct application of rules regarding the remuneration of the Heads of the corporate control functions, working closely with the Board of Statutory Auditors;


-     Works with the other committees, particularly the Internal Controls & Risks Committee in relation to the tasks assigned to the same with regard to the verification that the incentive contained in the compensation and incentive schemes are consistent to the RAF, ensuring the involvement of the corporate functions responsible for drawing up and controlling remuneration and incentive policies and practices;


-     Provides appropriate feedback on its operations to the Board of Directors, Board of Statutory Auditors and the Shareholders' Meeting;


-     Where necessary drawing on information received from relevant corporate functions, expresses an opinion on the achievement of the performance targets associated with incentive schemes, and on the checking of the other conditions set for bonus payments.



Committee members

Presidente
Alessandro Caltagirone

Alessandro Caltagirone

Director

Componenti
Henryka Bochniarz

Henryka Bochniarz

Director

Giuseppe Vita

Giuseppe Vita

Chairman

Alexander Wolfgring

Alexander Wolfgring

Director

Anthony Wyand

Anthony Wyand

Director

Committee's Role

 

The Committee supports the Board of Directors on risk and internal audit-related systems.

 

Among other things, the Committee:

 

a)    Drawing on input from the Corporate Governance, Nomination and Sustainability Committee, identifies and proposes to the Board who should be appointed Head of Group Compliance, Internal Audit and Group Risk Management; issues its opinion on setting remuneration for the Head of Internal Audit in line with company policy;

 

b)   In advance, examines activity programmes (including the audit plan) and annual reports from Group Compliance, Internal Audit and Group Risk Management destined for the Board, as well as periodical reports prepared by these functions above and beyond legal or regulatory requirements;

 

c)    Evaluates and issues opinions to the Board on compliance with the principles pursuant to which the internal audit and corporate organizations system must be harmonized, and the requirements that must be complied with by the Group Compliance, Internal Audit and Group Risk Management functions, drawing the Board's attention to any weaknesses and consequent corrective actions to be implemented; for this purpose, it assesses proposals put forward by the CEO;

 

d)    Through valuations and opinions, contributes to defining company policy on the outsourcing of the corporate control functions;

 

e)    Verifies that the Group Compliance, Internal Audit and Group Risk Management functions correctly comply with the Board's indications and guidelines, assisting the Board in drafting the coordination documents envisaged under Circular no. 285 issued by the Bank of Italy;

 

f)     Examines and assesses the correct use of accounting principles and their uniformity with regard to drafting the main accounting documents (such as, by way of example, operating and consolidated financial statements, interim operating reports, etc.), for this purpose coordinating with the Manager in charge of drafting the company financial reports and the Board of Statutory Auditors;

 

g)    Examines the work carried out by the Group external auditor and the results stated in their reports and any letters and suggestions;

 

h)    Assesses any findings that may emerge in reports from Internal Audit and Group Compliance, or from the Board of Statutory Auditors and Group companies or from enquiries and/or investigations carried out by third parties;

 

i)     May seek specific audit interventions, at such time informing the Chairman of the Board of Statutory Auditors;

 

j)     Analyses Group guidelines for the Group Compliance function that fall within its sphere of competence, monitoring that they have been adopted and implemented;

 

k)    Requests that the Head of Internal Audit draft any proposals for the qualitative and quantitative improvement of the function itself.

 

With a special focus on risk management and control-related issues, the Committee offers a support function to the Board of Directors in:

 

-     Defining and approving strategic orientations and risk governance policies with special reference to risk appetite and risk tolerance. For this purpose, it also examines the annual budget drafting guidelines;

 

-     Verifying that risk strategies, governance policies and the Risk Appetite Framework (RAF) have correctly been implemented;

 

-     Defining policies and processes for evaluating corporate activities, including verification that the price and conditions of client operations comply with the risk-related business model and strategies.

 

Without prejudice to the competencies of the Remuneration Committee, the Committee checks that the incentives underlying the remuneration and incentives system comply with the RAF, particularly taking into account risks, capital and liquidity.

 

Moreover, the Committee reports to the Board of Directors on the status and effectiveness of the Group's internal controls system. 


The Committee Chairman maintains close relations with the Chairmen of the Risks and Audit Committees of the major Group Companies.

 

Committee members

Chairman
Alexander Wolfgring

Alexander Wolfgring

Director

Members
Cesare Bisoni

Cesare Bisoni

Director

Vincenzo Calandra Buonaura

Vincenzo Calandra Buonaura

Deputy Vice Chairman

Lucrezia Reichlin

Lucrezia Reichlin

Director

Fabrizio Saccomanni

Fabrizio Saccomanni

Director

Clara C. Streit

Clara C. Streit

Director

Paola Vezzani

Paola Vezzani

Director

Giuseppe Vita

Giuseppe Vita

Chairman

Anthony Wyand

Anthony Wyand

Director

Committee's Role

 

The Committee operates on a consultative and proposition-making basis. The Committee oversees issues concerning transactions with related parties pursuant to CONSOB Regulation no. 17221/2010 and transactions with associated parties pursuant to Bank of Italy Circular no. 263/2006 (Title V, Chapter 5), as well as issues concerning investments in non-financial equities pursuant to Bank of Italy Circular no. 285/2013 (Third Part, Chapter 1), within the limitations of the role attributed to independent directors by the aforementioned provisions.

 

As far as transactions with related and associated parties are concerned, the Committee:

 

-    Issues advance and justified opinions, also binding, on the overall adequacy of internal procedures governing the identification and management of transactions with related parties and/or associated parties undertaken by UniCredit and/or Group companies, as well as relevant amendments, pursuant to CONSOB Regulation for transactions with related parties, Bank of Italy Regulation for transaction with associated parties and Section 136 of the Legislative Decree no. 385/1993 for transactions with Corporate Officers;

 

-    Issues advance and justified opinions as expressly envisaged, including any interest in completing transactions with related parties and/or associated parties undertaken by UniCredit and/or Group companies, as well as on the convenience and substantive propriety of the conditions associated;

 

-    In the case expressly envisaged of the transactions with related parties and/or associated parties undertaken by UniCredit and/or Group companies, the Committee is involved - if deemed necessary through one or more delegated members - already during the negotiations stage and during due diligence, receiving a full and timely flow of information, and including the power to request information and make comments to the delegated bodies and parties assigned to perform the negotiations or due diligence;

 

-    Expresses its opinion, on the basis of the information made available by the competent office of the Bank, about significant topics concerning the Group Perimetro Unico on related and associated parties.

 

The Committee works with an assurance that constant monitoring takes place of transactions envisaged by the procedures for the identification and management of transactions with related parties and/or associated parties, including for the purpose of enabling it to propose any corrective actions. 

 

As regards investments in non-financial equities, the Committee acts in an assessment, support and proposition-making role with regard to organizing and enacting internal controls on overall activities of making and managing equity investments in non-financial companies, in addition to overall verification of compliance within the sphere of these equity investments in terms of strategic and operational guidelines.

 

Committee members

Cesare Bisoni

Cesare Bisoni

Director

Members
Lucrezia Reichlin

Lucrezia Reichlin

Director

Paola Vezzani

Paola Vezzani

Director

Updated on January 03, 2017.