Share this event on:

  • LinkedIn

Recomend this page

Thank you, we sent your recommendation to the desired recipient.

Sorry, this functionality is not available right now.
Please try with this link. Thank you.

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. 

ENG -STATUTO_2020 1260x844

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.


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 for listed companies.



Cover relazione sul governo societario es 2019_2020_ENG

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


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 with UniCredit 5 Fundamentals and thus 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

In order to promote a corporate culture based on legality, with a proper conduct centred on dignity and respect, the UniCredit Group has issued the Global Compliance Policy on the reporting of unlawful conduct.


The purpose of this Rule is to foster a corporate environment where Employees and Third Parties (individuals or legal entities connected to the Group, such as suppliers, contractors, tied agents, shareholders etc) may feel free to make Reports on Unacceptable Conduct within the Group, since they are considered as significantly contributing to self-correction and excellence.
The Policy, therefore, outlines a process of managing reports of unlawful behaviour, identifying appropriate channels of communication that allow them to be received, analysed and processed by the competent company structures; this to allow the required analysis and the adoption of remedies which prevent them from future reiteration.
In order to avoid retaliation and discrimination against the whistleblower, the Group protects his or her anonymity and ensures that the whistleblower is dealt with appropriately and correctly.
Employees may sent reports in accordance with specific procedures provided by internal regulations.
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.
Reports may be sent by employees with specific methods indicated in the internal regulations of reference.
The Third Parties may send any reports in the following ways:

  • by e-mail to the following address:;
  • by written report to:
        UniCredit S.p.A
        Head of Anti Bribery and Corruption & Whistleblowing
        Piazza Gae Aulenti n. 3
        20154 Milano


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 14 May 2020.