Articles of Association and Code of Ethics
We constantly encourage our employees, external associates and business partners to pursue the business objectives in accordance with the law and the basic principles of transparency, informed management and business ethics.
Our commitment to encourage business ethics has become stronger in recent years. More specifically, in 2019:
- we adopted the values that unite us and define our group culture, how we make decisions and act as a consequence. These values steer all our interactions with our stakeholders: investors, customers, colleagues and the community;
- we have put the Corporate Governance, Nomination and Sustainability internal board Committee in charge of ethical matters;
- we created the position of Chief Ethics Officer who will coordinate all ethical matters. This new senior management position guarantees that an ethical culture will be developed with all stakeholders, and, in coordination with the Human Capital departments, will periodically update the Corporate Governance, Nomination and Sustainability Committee, especially with respect to training on ethical matters, whistleblowing - including bullying, inappropriate sexual behaviour, harassment and acts of recrimination.
Our governance and commitment to ethics is based on a series of documents, procedures and policies.
The Articles of Association contain the rules of operation of UniCredit, supporting and integrating the applicable laws. They include various governance provisions aimed at ensuring the smooth running of corporate activities.
The Articles of Association may be amended by an Extraordinary Shareholders' Meeting or by the Board of Directors in specific cases or upon delegation of Extraordinary Shareholders' Meeting.
The Articles of Association of UniCredit were last amended in clauses 5 and 6 - following the resolutions passed by the Extraordinary Shareholders' Meeting held on 31 March 2023 - and registered in the Company Register on 13 April 2023.
The "Code of Ethics in accordance with Legislative Decree 231/2001" constitutes an integral part of the Organisation and Management Model and contains the rules aimed at ensuring that the behaviour of the target audience will always be inspired by the principles of integrity, cooperation, loyalty, transparency and mutual respect and the avoidance of conduct that could constitute the criminal or administrative offences included in the list of Legislative Decree 231/01.
The Code of Ethics is valid for the parent company, foreign branches and Italian subsidiaries and applies to the members of the UniCredit corporate bodies and all staff and external parties such as consultants, agents, suppliers and commercial partners.
The aim of the Code of Conduct is to promote the culture of compliance, providing a description of rules, standards, professional ethics and a commitment to sustainability.
The Code of Conduct lists the principles that all UniCredit employees and related third parties have to comply with in order to ensure a high standard of professional conduct and integrity when carrying out the activities for or on behalf of the bank. It should therefore be considered as a point of reference, a source of information that allows the line to be drawn between acceptable behaviour and unacceptable behaviour in day-to-day work.
Approved by the Board of Directors on 5 July 2022, it was drawn up in line with the Group values.
We believe: Speaking up, is always the right thing to do! Our Whistleblowing system
Through a comprehensive and effective compliance organization, UniCredit SpA continuously and emphatically endeavors to avert potential risks at an early stage and thus prevent damage to our company, our employees, our business partners and our environment. This includes being receptive to indications about breaches of rules, instances of fraud and financial crime. Hence, any concerns or cases of suspicion should always be reported.
Compliance, Managers and People & culture functions are the primary channels and points of contact available to report any misconduct. Besides this, there are corresponding hotlines and special mailboxes for specific suspicious activities reports for example for fraud and money laundering.
As an additional possibility, we are using the whistleblowing system SpeakUp! which enables our employees and third parties to call our attention around the clock either online or by phone, also anonymously.
Employees cand send whistleblowing reports by using specific mechanisms indicated by the applicable internal rules (certain channels are available 24/7)
Business partners and other third parties can send reports, which are also taken very seriously, related to, for example: (please note this is a non-exclusive list of examples)
· Bribery or corruption
· Money laundering
· Terrorism-financing violations
· Insider trading
· Gifts and Entertainment Policy violations
· Privacy violations
· Conflicts of interest
· Competition law violations
· Disclosure of confidential information
· Bullying and harassment
· Improper use of company resources
through these channels by:
access code: 09694
email to the following address: UIWHISTBLO-Italia@unicredit.eu
sending a written report to:
Head of Anti Bribery and Corruption, L.D. 231/01
Whistleblowing & Conflict of Interest Advisory
Piazza Gae Aulenti n. 3- 20154 Milan
calling or requesting a physical meeting at:
phone +39 348 1481214
Head of Anti Bribery and Corruption, L.D. 231/01 Whistleblowing & Conflicts of Interest Advisory
These channels are not intended for reporting customer's or supplier's complaint regarding the business relationship.
Compliance and the specially established Investigation Committee (Whistleblowing) guarantee that your information will be examined carefully and treated with absolute confidentiality.
· SpeakUp® Information and FAQ
Our group has adopted a zero tolerance policy to acts of corruption by employees or third parties linked to UniCredit. We prohibit facilitating payments and we do not permit transfers of anything of value to public officials without prior authorisation.
The Group approach to the prevention and fight against corruption is set out in the Group Compliance Policy on the fight against corruption and associated operating rules that are periodically reviewed.
For the purposes of the Policy, an act of corruption refers to giving, offering, promising, receiving, accepting, asking or soliciting, directly or indirectly, monetary or non-monetary benefits, tangible or intangible, in order to obtain or maintain an unlawful advantage in the performance of the business activities.
All employees will be responsible for complying with the Policy and the Operating Rules, the corresponding local internal rules and procedures and all the anti-corruption laws applicable in the exercise of their jobs. They will also have to report to the local Anti-Corruption Officer or the local Compliance manager of any act of corruption, that took place or was attempted, that they become aware of, whether the act of corruption was proposed, carried out or received. Potential acts of corruption can also be reported in accordance with the Global Policy on Whistleblowing.
Various controls were put in place to monitor the effectiveness of the Group's approach to the fight against corruption.
Conflict of Interest refers to any matter involving the Group, its Relevant Personnel and/or Stakeholders, where either the Group or an Employee is in a position to exploit a professional or official capacity in some way to obtain an undue advantage, for either Group or personal benefit (also potentially to the detriment of the Group) damaging one or more Customer or groups of Stakeholders.
A conflict of interest exists even if there is only the potential for the appearance of impropriety, even if no unethical or improper act results.
The Group provides a wide range of products and services to a diversified client base and consequently it has to face a number of potential conflicts of interest considering the different kinds of relations and Stakeholders like, for example, Customers, the Shareholders, the Authorities , the Group or part of it.
The Policy sets out rules and standard to be implemented by the UniCredit Group for properly detecting, managing and recording conflicts of interest.