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.