Board of Statutory Auditors
The Board of Statutory Auditors, appointed by the Shareholders' Meeting, is responsible for overseeing effective management. More specifically, it is responsible for overseeing compliance with laws, regulations and the Articles of Association, the adequacy of the UniCredit's organizational and accounting structure, the risks management and control system, the external auditing of the annual individual and consolidated accounts, the independence of the external audit firm, the financial disclosures process and compliance with the provisions on the disclosure of non-financial information.
Our Board of Statutory Auditors consists of five permanent Auditors and four substitute Auditors. Two permanent Statutory Auditors and two substitute Statutory Auditors are appointed by minorities and the Chairman of the Board of Statutory Auditors is appointed by the Shareholders' Meeting among the Statutory Auditors elected by the minorities. Permanent and substitute Statutory Auditors may be re-elected.
At least two permanent Auditor and at least one substitute Auditor must be enrolled with the Legal Auditors Register and must have practiced legal auditing of accounts for a period of three years in total experience. Statutory Auditors who are not enrolled with the Legal Auditors Register must have at least three years' overall experience in the exercise of particular and specific activities. The Chair of the Board of Statutory Auditors must have the experience requirements provided under current provisions.
The Board of Statutory Auditors' members currently in office were appointed by the Ordinary Shareholders' Meeting of April 8, 2022 and their term of office expires on the date of the Shareholders' Meeting called to approve the 2024 financial statements.
Starting from its 2019 renewal, the 231 Supervisory Body's duties are carried out by the Board of Statutory Auditors according to the Legislative Decree no. 231 dated June 8, 2001.
In the run-up to the Board of Statutory Auditors' renewal for the 2022-2024 financial years, Shareholders were invited to take into account the results of the ex-ante analysis carried out by the Board of Statutory Auditors on its own qualitative and quantitative composition deemed to be optimal for the proper fulfilment of the duties assigned to it, in accordance with both current laws and regulatory provisions.
Said composition approved by the Board of Statutory Auditors in January 2022 was disclosed to the market and, more specifically, to the UniCredit Shareholders in order for the choice of the candidates, to be filed for the controlling body appointment, to take into consideration the experience required. It goes without saying that the Shareholders could carry out their own assessment on the best composition of the Board of Statutory Auditors and file lists of candidates in line with the same, giving the reasons for any differences vis-à-vis the analyses carried out by the Board of Statutory Auditors itself.