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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 also 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.

 

 

 

One-tier management and control system

 

 

The management and control system that we have adopted is the one-tier model, 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 corporate governance system is based on the existence of a Board of Directors, which is in charge of the strategic supervision and management of the Company, and of an Audit Committee, established within the Board itself, performing specific control functions, both appointed by the Shareholders' Meeting. The Audit Committee 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 Audit Committee.

 

infographic of the pillars of Corporate Governance

Corporate governance evolution

 

Since the incorporation of UniCredit, we have adopted the traditional governance model, which is the default option envisaged by Italian law for companies. Although the model had been efficient over time, there were a number of factors which grounded the need for reassessing our governance model. For instance, the developments in the economic and regulatory context, the challenges that banks face today, and the demands from market players and Regulators for an effective corporate governance.

 

Following the assessments performed, we resolved to adopt the one-tier model as it further improves the quality of our governance, ensuring a greater effectiveness of controls through the integration of the control body within the Board of Directors. Moreover, the one-tier model fully enhances the role of the members of the control body through their direct participation in the Board's decision-making processes.

 

The Extraordinary Shareholders' Meeting held on October 27, 2023, resolved on the adoption of the one-tier corporate governance system - which provides for the appointment within the Board of Directors of an Audit Committee performing control functions, in place of the Board of Statutory Auditors - effective upon the renewal of the corporate bodies which was resolved by the April 12, 2024, Shareholders' Meeting.

  • Core role of the Board of Directors made up of 15 Directors (of whom 4 make up the Audit Committee), mostly independent (14 vs. 15)

 

  • 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. 
  • The Chair of the Audit Committee and two Directors, other than members of the Audit Committee, are appointed from the minority slates.

As of today, women account for 47% of Directors.

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 Chairs of Board Committees.

There are no restrictions on the exercise of voting rights . 

Corporate governance Report and other documents

2023 Corporate Governance Report

    • 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

    Go to articles of Associations and Code of Ethics

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

    Discover all 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 12 April 2024.