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The management and control system that we have adopted is the one-tier model. This corporate governance model was deemed to be suitable for managing the business efficiently, while ensuring effective controls, and thus guaranteeing the sound and prudent management of a complex global banking group like the UniCredit Group.
Such corporate governance model is based on the existence of a Board of Directors and of a committee established within the Board itself performing specific control functions, the Audit Committee, both appointed by the Shareholders' Meeting.
Legal accounting supervision is entrusted by the Shareholders' Meeting to an external audit firm, on proposal of the Audit Committee.
Also in line with the provisions of the Italian Corporate Governance Code, the Board of Directors has established five other Committees, vested with research, advisory and proposal-making powers:
- the Governance and Sustainability Committee
- the Risk Committee
- the Remuneration Committee
- the Nomination Committee
- the Related-Parties Committee
The UniCredit Board of Directors is responsible for:
- the resolutions concerning the general guidelines and the adoption and amendment of business, strategic and financial plans for the Company as well as the periodic monitoring of their implementation;
- approving the UniCredit organisational structure and corporate governance, in order to ensure a clear separation of duties and functions as well as the conflict of interest prevention;
- examining and approving transactions of significant strategic, economic, equity-related and financial relevance performed by the Company;
- defining, adopting and amending general guidelines for managing the Group development policies prior to drafting strategic, business and financial multi-year plans and operating budgets for the Company and the Group;
- periodically reviewing said guidelines in relation to developments in corporate operations and the external environment and supervising their proper implementation;
- approving the corporate structure and governance models/guidelines of the Group;
- examining and approving transactions of significant strategic, economic, equity-related and financial relevance performed by the companies belonging to the Group.
The Audit Committee, established within the Board of Directors, performs the roles and functions set out by the provisions in force. The Audit Committee is, inter alia, responsible for supervising:
- compliance with laws, regulations and the Articles of Association as well as the proper management;
- the adequacy of the Company's organizational and accounting structures as well as of the functionality of the overall internal controls system;
- financial disclosures process, the external auditing of the individual and consolidated accounts and the independence of the external audit firm;
- compliance with the provisions contained in the Legislative Decree no. 254/2016 on the disclosure of non-financial information.
The Audit Committee also carries out the Supervisory Body's duties in accordance with the Legislative Decree no. 231/2001.
Board and Board Committees Regulation
This Regulation governs the function and competences of the Board of Directors, Audit Committee and other Board Committees of UniCredit, in compliance with law, regulations and the Articles of Association, incorporating the principles and criteria established under the Italian Corporate Governance Code.
PDF | Download Board and Board Committees Regulation
Activities & Meetings Attendance
Learn more on Activities & Meetings Attendance of the bodies with strategic supervision and controlling functions