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Our Governance System

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Our corporate governance system is based on compliance with ethical principles and transparency. Our constant interaction with the stakeholders has made us leaders in the application of best international corporate governance practices in order to create sustainable value for the company, customers, the workers, the shareholders and the countries in which we operate. 

 

The overall framework of our corporate governance was defined in accordance with Italian and European laws and the recommendations of the Italian Corporate Governance Code of listed companies which we have adopted since 2001. UniCredit is subject to the provisions contained in the Supervisory Regulations issued by Bank of Italy and, specifically with regards to corporate governance issues, to regulations on banks' corporate governance (Circular no. 285/2013). In compliance with the aforementioned Supervisory Regulations, as a significant bank subject to the direct prudential supervision of the European Central Bank as well as being a listed bank, UniCredit qualifies as a bank of large size or operational complexity, and consequently complies with the provisions applicable to such banks.

 

As an issuer of shares that are also listed on the Frankfurt and Warsaw regulated markets, UniCredit also fulfils legal and regulatory obligations related to listings on said markets, as well as the provisions on corporate governance stipulated under the Polish Corporate Governance Code issued by the Warsaw Stock Exchange. 

 

The information on the Governance Section Pages fulfils the obligations to provide information on corporate governance as required under prevailing law.

 

 

 

"Traditional" management and control system 

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The management and control system that we have adopted is the so-called "traditional" system, which, envisaging specific obligations for the Shareholders' Meeting, allows for the clear exchange of views between management and shareholders on fundamental elements of governance. This system is based on the existence of two corporate bodies appointed by the Shareholders' Meeting: a Board of Directors, which is in charge of the strategic supervision and management of the Company, and the Board of Statutory Auditors, which is responsible for the supervision of management. The Board of Statutory Auditors also carries out the Supervisory Body's duties in accordance with the Legislative Decree no. 231/2001.

 

Legal accounting supervision is entrusted by the Shareholders' Meeting to an external audit firm, on proposal of the Board of Statutory Auditors.

 

 

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Corporate governance evolution

 

Our corporate governance system is subject to continuous checking and review to keep it up to date with changes in the laws and best practices, and in recent years, the strengthening, improvement and simplification of the governance has been a priority for the Group. 

 

 

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

 

Corporate governance Report and other documents

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2019 Corporate Governance Overview

 

 

DOWNLOAD THE DOCUMENT

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Company's Statement according to detailed principle no I.Z.1.13 of the Polish Code of Best Practice for WSE Listed Companies

 

 

DOWNLOAD THE DOCUMENT

Statuto

Learn more on UniCredit's purpose and regulations that govern our company

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Learn more on standards and rules to monitor the risk arising from situations of possible conflict of interest

On an annual basis, UniCredit draws up a corporate governance report meant for its shareholders, institutional and non-institutional investors and the market. The report supplies suitable information on its corporate governance system.

 

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

 

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

 

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

Corporate Governance report

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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 24 August 2020.