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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 and our mindset is to Win. The Right Way. Together.
This is what will enable us to deliver sustainable long-term success and create a Culture that each of us is part of and can be proud of.
A Culture that puts our Values of Integrity, Ownership and Caring at the heart of our decision-making and everything we do.
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 clause 5 in execution of the resolutions of the Extraordinary Shareholders' Meeting of 12 April 2024.
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.
Our system for reporting illegitimate behaviors - "Whistleblowing"
UniCredit S.p.A. is committed to promoting a corporate culture based on ethical behavior and good corporate governance, thus fostering an environment in which People are encouraged to report unacceptable conduct within the Group.
For this reason, specific channels, processes and procedures are in place at UniCredit to ensure confidentiality and the absence of retaliatory acts to people who report illegitimate conduct.
Violations and/or irregularities related to the issues governed by the attached Whistleblowing Policy and external regulations may be reported.
More specifically, but not limited to:
- Bribery and corruption;
- Money Laundering;
- Violation of Financial Sanctions regulations;
- Violation of antitrust laws;
- Insider trading and/or market manipulation;
- Harassment;
- Bullying;
- Fraud;
- Misuse of confidential customer and Company data;
- Violation of the Code of Ethics and/or Code of Conduct;
- Violations of the Organization and Management Model pursuant to Legislative Decree 231/01.
Reports should be submitted through the use of one of the following channels:
For UniCredit Employees
phone 800-787639
access code: 67046
For NON Employees
phone 800-787639
access code: 09694
sending an email to:
UIWHISTBLO-Italia@unicredit.eu
sending a written report to:
UniCredit S.p.A
Head of Anti Bribery and Corruption, L.D. 231/01, Whistleblowing & Conflict of Interest Advisory
Piazza Gae Aulenti n. 3- 20154 Milan
Requesting a physical meeting or calling:
Head of Anti Bribery and Corruption,
L.D 231/01, Whistleblowing & Conflicts of Interest Advisory
phone +39 348 1481214
The channels mentioned cannot be used to propose a complaint regarding the business relationship, but only to report illegitimate behavior.
The Compliance function and the specifically established Working Group (Whistleblowing Working Group) ensure that your information will be carefully considered and treated with absolute confidentiality.
External reporting channels
UniCredit Group encourages employees to use internal channels as a priority.
It should be noted that in Italy, in implementation of Legislative Decree n. 24/2023, the National Anti Corruption Authority (ANAC) has been identified as the authority responsible for receiving and handling external reports, also anonymously.
The Whistleblower may therefore make an external report to ANAC if, at the time of its submission, one of the following conditions is satisfied:
- there is no provision within his or her work context for the mandatory activation of the internal reporting channel, or this channel, even if mandatory, is not active or, even if activated, does not comply with the provisions of the law;
- has already made an internal report and it has not been followed up;
- has reasonable grounds to believe that, if it were to make an internal report, it would not be effectively followed up or that the same report could lead to a risk of retaliation;
- has reasonable grounds to believe that the violation may constitute an imminent or evident danger to the public interest.
In addition, the Whistleblower may also contact ANAC to notify any retaliatory acts resulting from a report.
External reports to ANAC may be made in the manner provided on the institutional website of the entity.
Attachments:
- Privacy Information notice
- Procedure for managing reports of misconduct - Whistleblowing
- SpeakUp® Information and FAQ
- Global Policy on Whistleblowing
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.