In order to foster an efficient information and advisory system to enable the Board of Directors to better assess the topics for which it is responsible, also in accordance with the provisions of the Italian Corporate Governance Code, the Board has established five Committees, vested with research, advisory and proposal-making powers diversified by sector of competence:
- the Internal Controls & Risks Committee
- the Corporate Governance & Nomination Committee
- the ESG Committee
- the Remuneration Committee
- the Related-Parties Committee.
In details, the Internal Controls & Risks Committee, the Corporate Governance & Nomination Committee, the ESG Commitee and the Remuneration Committee are set up in compliance with the provisions of the Bank of Italy's Supervisory Regulations on banks' corporate governance (Circular no. 285/2013).
The Related-Parties Committee oversees issues concerning transactions with related parties (CONSOB Regulation no. 17221/2010) and with associated parties (Bank of Italy Circular no. 285/2013), carrying out the specific role attributed to independent Directors by the aforementioned provisions.
Committee members have the necessary knowledge, skills and experience to perform the duties assigned to them and ensure that any other corporate positions they hold in other companies or entities (including non-Italian ones) are compatible with their availability and commitment to serve as a Committee member.
At the invitation of each Committee Chair, the CEO, other Directors, the General Manager (when appointed), the Manager in charge of drafting the company financial reports, as well as personnel belonging to the Company and the Group, may attend Committee meetings on specific Agenda items. Without prejudice to the possibility for the other Statutory Auditors to attend the meetings, the Chair of the Board of Statutory Auditors - or any other Auditor designated by the latter - attends Board Committee meetings. Always at the invitation of each Committee Chair, personnel or externals appointed in the corporate bodies of the Group's subsidiaries may be called upon to attend Committee meetings. To perform their duties, Committees may consult independent external experts and invite them to attend meetings.
Board Committees' composition, functions and competencies are set out in the UniCredit Corporate Bodies and Committees Regulation.