Supervisory Body pursuant to Legislative Decree 231/2001
Italian Legislative Decree 231/01 prescribes the establishment of an internal Supervisory Body (hereinafter also SB) with independent powers of initiative and control whose duty is to supervise the functioning of and compliance with the Organization and Management Model and to ensure its updating.
The SB of UniCredit S.p.A. is made up of 5 members, including two external members and three executives in "apical" positions with guidance, support and control functions.
The Chairmanship of the SB is assigned to one of the two external members, to be selected among professionals with proved experience in legal, economic, financial or technical scientific matters or in any case among people with adequate expertise deriving for instance from having held positions in the banking sector for a certain amount of time and/or from having an in depth knowledge of the business management and the main processes.
The presence of two external members is justified by the need to guarantee the SB's effective independence from company hierarchy.
The SB is set up by resolution of the Board of Directors which, at the time of appointment, shall acknowledge that the required independence, autonomy, integrity and professionalism of its members have been ascertained.
The SB's term of office coincides with that of the Board of Directors that appointed it, and its members may be re-elected.
The members of the SB are entitled to exercise waiver at any time and must provide written notice to the Board of Directors of their intention and the reasons behind it.
A detailed description of the Supervisory Body's responsibilities and functioning have been included in the Organization and Management Model of UniCredit S.p.A. approved by the Board of Directors.
Organization and management Model pursuant to Legislative Decree 231/2001
Legislative Decree No. 231 of June 8, 2001 states the administrative liability of incorporated and non-incorporated bodies, companies and associations (entities). This liability is very similar to the criminal liability because it's not linked to the person committing the illegal conduct (entities are liable even if the person liable can't be prosecuted or has not been identified).
Entities can be liable as per L.D. 231/01 if:
a) senior managers, directors or people working under their guidance and supervision commit any of the crimes listed into the special part of the Decree;
b) the offence is committed for the benefit or in the interest of the entities themselves.
Entities may be exempted from liability if they prove that they have adopted and effectively implemented models of organization and management suitable to prevent the commission of the offences covered by the decree.
In this context, UniCredit SpA has adopted an Organization and Management Model that describes the methodology used to manage the risks pursuant to Legislative Decree 231/2001, the composition and role of the Supervisory Board and the internal disciplinary system.
The "Code of Ethics pursuant to Legislative Decree no. 231/2001" is an integral part of the Organization and Management Model, and contains rules intended to ensure that the conduct of the Addresses are always guided by principles of fairness, collaboration, loyalty, transparency and mutual respect, as well as to avoid conducts that could constitute the offences and crimes set forth in Italian Legislative Decree 231/01.