The management and control system that we have adopted is the so called "traditional" system.
This governance model has proven itself to be suited of managing the business efficiently, while ensuring effective controls, and thus guaranteeing the sound and prudent management of a complex global banking group like the UniCredit Group.
Such governance model is based on the existence of two corporate bodies appointed by the Shareholders' Meeting: a Board of Directors and a Board of Statutory Auditors.
Legal accounting supervision is entrusted by the Shareholders' Meeting to an external audit firm, on proposal of the Board of Statutory Auditors.
Also in line with the provisions of the Corporate Governance Code, the Board of Directors has established five Committees, vested with research, advisory and proposal-making powers:
- the Internal Controls & Risks Committee
- the Corporate Governance & Nomination Committee
- the ESG Commitee
- the Remuneration Committee
- the Related-Parties Committee.
The UniCredit Board of Directors is responsible for:
- the resolutions concerning the general guidelines and the adoption and amendment of business, strategic and financial plans for the Company as well as the periodic monitoring of their implementation;
- approving the UniCredit organisational structure and corporate governance, in order to ensure a clear separation of duties and functions as well as the conflict of interest prevention;
- examining and approving transactions of significant strategic, economic, equity-related and financial relevance performed by the Company;
- defining, adopting and amending general guidelines for managing the Group development policies prior to drafting strategic, business and financial multi-year plans and operating budgets for the Company and the Group;
- periodically reviewing said guidelines in relation to developments in corporate operations and the external environment and supervising their proper implementation;
- approving the corporate structure and governance models/guidelines of the Group;
- examining and approving transactions of significant strategic, economic, equity-related and financial relevance performed by the companies belonging to the Group.
The Board of Statutory Auditors is responsible for the supervision of management. The corporate body is, inter alia, in charge of supervising:
- compliance with laws, regulations and the Articles of Association;
- the adequacy of the Company's organizational, managerial and accounting structure as well as of the overall functionality of the internal controls system;
- financial disclosures process, the external auditing of the individual and consolidated financial statements and the independence of the external audit firm;
- compliance with the provisions contained in the Legislative Decree no. 254/2016 on the disclosure of non-financial information.
Starting from its renewal for the 2019-2021 financial years, the 231 Supervisory Body's duties are carried out by the Board of Statutory Auditors.
Corporate Bodies and Committees Regulation
This Regulation governs the function and competencies of the UniCredit Corporate Bodies and Board Committees, in compliance with law, regulations and the Articles of Association, incorporating the principles and criteria established under the Italian Corporate Governance Code.
Activities & Meetings Attendance
Learn more on Activities & Meetings Attendance of the Board of Directors and the Board of Statutory Auditors