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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

Governance system organizational chart

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.

 

infographic of the pillars of Corporate Governance

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. 

 

 

  • Core role of the Board of Directors made up of 12 Directors (vs. 14 in 2020 ans 13 in 2021), mostly independent (9 vs. 12) 

 

  • Faculty of the outgoing Board of Directors to file its own slate of candidates, in the event of its renewal. Such provision was applied for the first time for the appointment of the Board of Directors' members for the 2018 - 2020 financial years. 
  • Increase from one to two of the number of Directors appointed from the minority slates. Such provision was applied for the first time for the appointment of the Board of Directors' members fo the 2018 - 2020 financial years.

 

  • At least two permanent Statutory Auditors, including the Chairman, and two substitute Auditors are appointed from the minority slates.

As of today, women account for 42% of Directors and 40% of Statutory Auditors.

A specific internal policy governs any requests for meetings and/or information from shareholders (both institutional and non-) or their proxy advisors, addressed to members of the Board of Directors, given the growing number of requests from institutional investors to seek direct contact not only with company offices in charge of managing such issues, but also with the Board of Directors and, more specifically, with the Chairmen of Board Committees.

There are no restrictions on the exercise of voting rights . 

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

2022 Corporate Governance Report

    • 2022 Corporate Governance Overview

     

     

    DOWNLOAD THE DOCUMENT CORPORATE GOVERNANCE OVERVIEW 

    Company's statement on compliance with the corporate governance principles contained in the Polish 2021 Best Practice for WSE Listed Companies

     

    Download the statement on compliance with the corporate governance principles

     

     

    Download Introduction to the report on the scope of compliance with the 2021 Best Practice

    Articles of Associations and Code of Ethics

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

    Related parties

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

    Corporate Governance report
    Other documents

    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 Code

    • Corporate Governance report

    Description
    File

    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 - wich 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, securoties issuers and trading markets.

    • Updated on 31 March 2023.