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Governance system & policies

UniCredit is an Italian joint stock company adopting the so-called traditional management and control system, based on the existence of two corporate bodies appointed by the Shareholders' Meeting: the Board of Directors and the Board of Statutory Auditors.

 

It is a fundamental characteristic of said system that the strategic supervision and management of the company, the overseeing of the management and the legal accounting supervision are separate.

 

It is the concern esclusively of the Board of Directors to strategically supervise and manage the company, and of the Board of Statutory Auditors to oversee the management, whilst legal accounting supervision is entrusted by the Shareholders' Meeting, by proposal of the Board of Statutory Auditors, to an external auditing firm.

 

The UniCredit overall corporate governance framework has been defined in the light of current provisions, also of a regulatory nature, and of the reccommendations of the Corporate Governance Code for listed companies. Moreover, as issuer of shares also listed on the Frankfurt and Warsaw regulated markets, UniCredit fulfils the legal and regulatory obligations related to listings on said markets.

 

All the members of the Board of Directors and the Board of Statutory Auditors are appointed by the Shareholders' Meeting on the basis of a proportional representation mechanism (voto di lista). This voting system features lists of candidates competing against one another in order to ensure the election of minority shareholders representatives.

In compliance with current provisions, the Board of Directors establishes its qualitative and quantitative composition deemed optimal for achieving the effective accomplishment of the duties of the supervisory body and expresses its opinion on the maximum number of offices that the Directors may hold.

 

In particular, the UniCredit Board of Directors and Board of Statutory Auditors must comply with specific rules concerning the appointment of their members in accordance with the gender composition criteria provided for by law (see Clauses 20 and 30 of the Articles of Association), as well as professional experience, integrity and independence requirements.


As regards the appointment and the requirements of the Board of Statutory Auditors members it must be pointed out, inter alia, that: 

  • the UniCredit Articles of Association provide that two permanent auditors as well as two stand-in ones are reserved to the minorities and that the Chairman is appointed by the Shareholders' Meeting among the auditors elected by the minorities
  • at least two permanent auditors and one stand-in auditor must be listed in the national Rolls of Auditors and must have undertaken the legal auditing of accounts for a period of no less than three years. Those auditors who have not been listed in the national Rolls of Auditors must have matured at least three years' experience as a whole in particular and specific activities.

 

The information contained in the Governance Section Pages discharge the infomation obligations on corporate governance envisaged by current provisions. 

The UniCredit Articles of Association contain the working rules applicable to the Company's operation that complete the set-up of the provisions of law.

 

The Articles of Association may be amended, usually by means of a resolution adopted by the Extraordinary Shareholders' Meeting, or by the Board of Directors in specific cases, and the relevant changes come into force when the resolution is filed with the Register of Companies.

 

The UniCredit Corporate Bodies Regulations govern the function and competencies of the Board of Directors and of the Board of Statutory Auditors in compliance with statutory law, regulations and the Articles of Association, incorporating the principles and rules established under the Corporate Governance Code for listed companies.

 

 

UniCredit yearly draws up a corporate governance report meant for its shareholders, for institutional and non-institutional investors and for the market. The report supplies suitable information on the Company's corporate governance system.

 

Consistently with the relevant legal and regulatory obligations, as well as in line with the provisions of the Corporate Governance Code for listed companies (the "Code"), the Report on Corporate Governance and ownership structure also supplies information on the level of compliance with the Code and on the corporate governance practice applied by UniCredit.

 

The Code, according to the major international markets experience, identifies the corporate governance best practices for listed companies recommended by the Corporate Governance Committee, to be applied according to the "comply or explain" principle that requires the explanation of the reasons of failure to comply with one or more recommendations contained in its principles or enforcement criteria.

 

Since 2001 UniCredit has adopted the Code, which is available to the public on the Corporate Governance Committee website.

 

Corporate Governance Report

Description
File

Code of Conduct

The Code of Conduct lists the principles which all Employees and partnering Third parties of UniCredit must comply with in order to ensure high standards of professional conduct related to the their activity in or on behalf of UniCredit. The document, approved by UniCredit S.p.A. Board of Directors session on 10th May 2017, has been written in line with our Group values.
It should be read in conjunction with the other policies and procedures issued by the Group and its Companies, which provide more details on the principles covered by this Code.

Organization, management and supervision model (pursuant to Legislative Decree 231/2001)

Whistleblowing Policy

UniCredit Group, in order to promote a corporate culture based on legality, characterized by a correct behaviors based on dignity and respect, issued the Global Compliance Policy on the reports of unacceptable conducts.

 

The Policy aims to ensure a work environment in which employees, where they have a reasonable suspicion that has occurred, or may occur, unacceptable conduct within the Group may feel free to report it.

 

The Policy, therefore, outlines the process of managing reports of unacceptable conducts, identifying appropriate communication channels which are capable for their receipt, analysis and use by the relevant corporate structures; this in order to allow the necessary analysis and the adoption of the necessary remedies to prevent them from being repeated in the future.

 

The Group, in order to avoid harassment and discrimination on the whistleblower, protects the anonymity and ensures that the report is treated in an appropriate and correct manner.

 

Anti-Corruption Policy

UniCredit Group forbids acts of corruption from its employees and from third parties in any kind of relationship with the Group itself.

 

In this context, the Chief Executive Officer approved the updated version of the "Global Policy - Anti-Corruption", which defines principles and rules on this matter, on gifts and entertainment and on engagement of intermediaries.

 

UniCredit Group Tax Strategy

The Group Tax Strategy provides for the guidelines and principles of UniCredit Group for the management of tax issues and associated risks (both financial and reputational). A proper tax management, in fact, is essential for UniCredit Group, its shareholders and all third parties affected by its activities.

The document has been written in line with our Group values, which also reflect the International best practice, and should be read and applied in conjunction with the other policies and procedures issued by the Group and its Companies.

The Group Tax Strategy has been approved by the Board of Directors of UniCredit S.p.A.

 

Annual Information document

The annual information document - which used to be drafted in accordance with Section 54 of Consob Resolution No. 11971/99, since repealed with Consob Resolution No. 18079/12 - either contains, or refers to, all the information published or made available by the issuers over the previous twelve months in one or more EU Member States or non-EU countries, to comply with the obligations imposed on them by both the EU and the national legislation governing securities, securities issuers and trading markets.

Updated on September 08, 2017.