Governance & Compliance
Our compensation governance model aims to assure clarity and reliability of remuneration decisional processes by controlling group-wide remuneration practices and 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.
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.
The Board of Directors has established a Delegation of Authority system to appropriately regulate effective decision-making processes throughout the organization. The assessment related to remuneration decisions is supported by a strict Group governance process in order to guarantee consistency and transparency from all parties involved in the decision-making process.
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.
Role of Corporate Bodies and Committees
On an annual basis, the Group Remuneration Policy, as proposed by the Remuneration Committee, is defined by the Board of Directors, and then presented to the shareholders' Annual General Meeting for approval, in line with regulatory requirements.
The main corporate bodies involved in processes relating to remuneration matters are:
- Shareholders' Meeting
- Board of Directors
- Board of Statutory Auditors
- Remuneration Committee
- Internal Controls & Risks Committee
- Related-Parties Committee
Role of company functions in the definition of the Group Remuneration Policy
The Group Remuneration Policy drawn up by the Group Human Capital function with the involvement of the Group Risk Management and other relevant functions (e.g. Group CFO) is validated by the Group Compliance function for all compliance-related aspects, before being submitted to the Remuneration Committee.
Once approved at the UniCredit Annual General Meeting, the Group Remuneration Policy is formally adopted by competent bodies in the relevant Legal Entities across the Group in accordance with applicable local legal and regulatory requirements.
As part of the remuneration system governance process, the Internal Audit function assesses based on the audit methodology the implementation of remuneration policies and practices, performing checks on data and internal procedures.