Our Approach
Governance
Governance framework
UniCredit’s approach is designed to encourage all UniCredit staff, external collaborators and commercial partners
to be inspired by principles of transparency and sound management. This is in compliance with current legislation
and in line with fundamental principles in the pursuit of one’s goals.
UniCredit’s corporate governance complies with current rules and regulations and with the recommendations laid
out in the Italian Self-Regulation Code for Listed Companies. In this perspective, we have developed a governance
set-up, regularly verified and updated to assure compliance with the evolving regulatory environment, the
operating practices and the markets, that is constantly monitored to verify its level of application.
Among the components that allow to define the structure of the UniCredit governance there are:
• the Articles of Association, which set forth corporate governance provisions aimed at ensuring the proper
operation of corporate management
• the Regulations of the Shareholders’ Meeting which govern the conduct of the ordinary and extraordinary
meetings and, mutatis mutandis, the special category and the bondholders meetings
• the Regulations of the Board of Directors that govern the functioning and powers of the Board in accordance
with the law provisions - regulatory and supervisory - and with the By-Laws, and in the light of the principles and
rules set out in the Code of Conduct issued by the Italian Stock Exchange
• the Group Remuneration Policy, which establishes a consistent approach to sustainable remuneration and its
standardized implementation within UniCredit, with specific reference to top management
• the Group Managerial Golden Rules (GMGR), which are guidelines that define clear principles of governance within
UniCredit, outline our organizational model and establish managerial /functional responsibility for all key processes
Furthermore in order to ensure the proper addressing, coordination and control of our Group activities and
management of the related risks, we defined an additional coherent system of rules based on the following sources:
• the Integrity Charter1
• the UniCredit Code of Conduct, which defines general principles of conduct, promotes our compliance culture
and our commitment to sustainability
• the Global Rules, which integrate the GMGR, are issued by UniCredit to guide, coordinate and control Global
Topics (as defined by GMGR) and other relevant activities, and to ensure compliance with regulations and/or risk
management guidelines. The Global Rules consist of the Global Policies and the Global Operational Instructions:
- the Global Policies, which establish the overall model, macro-processes (e.g., responsibility of the parent company
and entities, interaction and coordination mechanisms), and rules/principles for the management of Global Topics
and other significant activities to ensure compliance with regulations and risk management guidelines
- the Global Operational Instructions, which provide operational, technical and methodological instructions to
supplement a Global Policy, ensuring the correct application of the models, rules and principles of governance
as defined by the Global Policy
• the service contracts between UniCredit and its related subsidiaries, which formally regulate the provision of
inter-company services and ensure transparency regarding services provided and the related compensation
Governance structures
UniCredit SpA has adopted traditional management and control system that is based on two corporate bodies
appointed at the shareholders’ meeting: an administrative body (the Board of Directors), which is responsible
for the strategic supervision and management of the company, and a control body (the Board of Statutory
Auditors), which supervises the administration of the company. Legal accounting supervision is entrusted to an
external auditing firm in compliance with relevant current laws.
Certain aspects of the traditional management system are the sole responsibility of the shareholders’ meeting:
this creates an opportunity for dialogue and debate between management and shareholders about various
elements of governance. These include the appointment and dismissal of directors, the appointment of the
1. For more details, please refer to the specific section of the company’s website www.unicreditgroup.eu.
2 2012 Sustainability Report · UniCredit