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Our Governance System
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
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.
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 13 Directors (vs. 17 in 2015 and 14 in 2020), mostly independent (11 vs. 13)
- 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.
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.
The information contained in the Governance Section Pages discharge the information obligations on corporate governance envisaged by current provisions.
Company's statement on compliance with the corporate governance principles contained in the Polish 2021 Best Practice for WSE Listed Companies