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Governance & Compliance

Our Compensation Governance Model aims to assure control of Group-wide remuneration practices by ensuring that decisions are made in an independent, informed and timely manner at appropriate levels, avoiding conflicts of interest and guaranteeing appropriate disclosure in full respect of the general principles defined by regulators.
 
The Board of Directors has established a Delegation of Authority system to appropriately regulate effective decision-making processes throughout the organization.
 
The Remuneration Committee, instituted in 2000, is vested with the role of advising the Board of Directors on group Remuneration Strategy. Availing itself also of the support of an independent external advisor, the Committee analyses and monitors international market compensation trends, practices and pay levels to provide advice to the Board of Directors, with particular reference to the Senior Executives.
 
The Group Compensation Policy, as drawn up by the group HR function, with the involvement of the group Risk & Finance functions, is validated by the Group Compliance function for all compliance-related aspects. On an annual basis, the Group Compensation Policy, as proposed by the Remuneration Committee, is submitted to the Board of Directors for approval. The Policy is then presented to the shareholders' Annual General Meeting for approval, in line with regulatory requirements. The Group Audit department performs annual auditing on the compensation systems of the Group, as requested by Bank of Italy
 
Compliant compensation guarantees that all our remuneration policies, practices and programs avoid conflicts of interest between roles within the group or vis-à-vis customers and are consistent with ethical codes of conduct, in coherence with our company Values and long-term business strategy.
 
In compliance with regulatory requirements and in the spirit of transparency and accountability which forms the basis of the trust placed in us by our stakeholders, UniCredit undertakes to guarantee proper disclosure of information with regard to the strategic approach and process by which our compensation policy is defined and by which compensation practices are designed.
 
Particular attention is given to developing a proactive and constructive dialogue on remuneration with our main international investors and proxy advisors in order to enhance their awareness of our compensation policies, practices and outcomes.

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