Share this event on:

  • LinkedIn
  • Google +

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. 

articles-association-cover

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.

 

 

Corporate Governance Report

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

Annual Information document

2011-Annual-information-doc

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.

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.

Why a European Works Council

 

The UniCredit European Works Council (UEWC) is a governance body providing for the information and consultation of Employees in Community-scale and Community-scale groups of undertakings as required by the European Works Council Directive (94/45/EC) and lately by the revised 2009/38/EC recast directive.

 

Founded in 2007 through the combined determination of Local, Group HR and Employee Representatives, the UEWC is acknowledged amongst the finest in Europe.

 

The 2007 Founding Agreement itself reflects the UEWC heritage and attitude of doing-more: the unique set of rights, duties and responsibilities, not only fully complies with the latest directive, but goes far beyond the current law provisions. A significant fact that outlines a truly pan-European character is that since its inception the UEWC claims 44 elected members representing more than 20 Countries within and, especially, across EU boundaries.

The second mandate

 

An amended version of the 2007 Founding Agreement was signed by both the UEWC Select Committee (under the mandate granted by the full UEWC assembly) and UniCredit on April 19th, 2011, a few months ahead of the first 4-years term expiration date.

 

The amended provisions, mainly ruling the UEWC composition and electoral thresholds, now mirror the actual state of the Group in terms of headcount data and geographical presence.

UEWC's essence: tasks and goals

At UniCredit the European Works Council earned its credibility as:

 

  • a primary instrument for Social Dialogue: improving Employees' information and consultation rights and unanimously offering the Employee Representatives a fair, privileged, uniform and simultaneous communication channel with the Group Management
  • a partner: dealing with top priorities, securing commitment to Group projects, providing time bound and reliable insights on their development, appreciating diversity and making all the different geographies' voices equally heard
  • a facilitator: supporting the major stakeholders to gain a better understanding of both global and local needs, looking for similarities and common ground where apparently there are just differences

 

Issues fall within the competence of the EWC when they are transnational: the arrangements for informing and consulting Employees are defined and implemented in such a way as to ensure their effectiveness and to enable a fair and efficient decision making process. Whenever it's a matter of ordinary or exceptional circumstances affecting Employees' interests to a considerable extent, the Management deals with the UEWC Select Committee, whose 8 delegates are directly appointed by the EWC. This way the Select Committee, once forewarned of a just-approved transnational project, initiative or decision ahead of any kind of public disclosure, cascades the information to the rest of the EWC.

 

At least twice a year the Top Management hosts the EWC full assembly during the Ordinary Meeting. The standalone event is a formal occasion to engage in a constructive cooperation over the latest market trends, strategic programs, decisions and labor market developments, partnering with both HR and business functions during different information and consultation moments that display the true value of Social Dialogue.


The ultimate scope of the UEWC is not resulting from a formal engagement only, but more than most by the consciousness that putting the reach of a governance body, mainly acting at a global level, to the service and support of local needs, does make the difference, adds significance and creates shared value for the major Group endeavors.

 

The particular experience of our European Works Council is acknowledged and strengthened by the increasingly frequent cooperation with the European Commission and by the involvement in projects and initiatives organized by our Social Partners and aimed to the sharing of latest initiatives, future trends in Industrial Relations dynamics and further development of Social Dialogue.


The essential work done by the EWC throughout the Group and the strategic effort that both its members and the Management carried on in addressing transnational issues and offering a means of constructive and genuine cooperation, propels the EWC evolution from a shop-floor for information and consultation to a unified, convergent body that shatters constrains and national divides partnering with UniCredit to secure and pursue sustainable solutions that suites the context of nowadays. 

 

The UEWC is the evidence that a stronger co-experience towards a group culture based on shared social responsibility is not only worthwhile and achievable, but it creates new opportunities for exchange of knowledge and practices through a highly significant Industrial Relations system.

Joint Declarations

Respectively made of 6 UEWC members, 6 HR Representatives and the technical Functions, two Joint Commissions for "Equal Opportunities and Non-Discrimination" and "Training, Learning and Professional Development" were established on April, 8th 2008.

 

Resulting from the effort of the two Commissions, the Joint Declaration on "Training, Learning and Professional Development" and "Equal Opportunities and Non-Discrimination" were signed both by the UEWC Select Committee and the Group Management, respectively on December 2008 and May 2009.

 

Both these documents define the guidelines and principles that are meant to support and orient our daily activity respecting the different cultural, social and historical backgrounds of all the Countries UniCredit is operating in.
The Joint Declaration on "Training, Learning and Professional Development" acts as the point of reference for defining the strategies, activities and initiatives in all the fields of training, the one on "Equal Opportunities and Non-Discrimination" aims at enhancing the Corporate culture on such sensitive issues, improving the sense of belonging and enhancing the quality of life at work.

 

For further information

Updated on March 03, 2017.