GENERAL MEETING DRAFT - Bankier.pl

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UniCredit’s overall corporate governance framework, i.e. the system of rules and procedures that its
governing bodies refer to steer their principles of behaviour and fulfil the various responsibilities towards the
group’s stakeholders, has been defined in the light of current provisions and the recommendations contained
in the Corporate Governance Code issued by Borsa Italiana S.p.A. on March 2006 (the “Code”). One of the
Code’s goals is that of increasing the clarity and concreteness of several people and roles, such as those of
independent directors and the board’s internal committees, the contents of which have been enriched over
the years as a result of acquired experience. Moreover, as a bank, UniCredit, is subject to Supervisory
Provisions issued by Banca d’Italia and, with regards to the corporate governance issues, into the specific
rules prescribed by “Supervisory Provisions concerning bank’s organization and corporate governance”
issued on 2008.
Since 2001 UniCredit has annually drawn up and submitted a Corporate Governance Report to its
shareholders, by drafting a special report (based on the “comply or explain” principle) for distribution to its
shareholders, institutional and non-institutional investors and Borsa Italiana. The report supplies suitable
information on UniCredit’s own Corporate Governance system.
Due to continuing changes to the regulatory scenario both at the European and Italian level, and to
international best practices in general, in 2006 Borsa Italiana decided to revise the corporate governance
principles; accordingly, on March 2006 it issued a new version of the Corporate Governance Code, with
which UniCredit complied with its adoption of the relevant Board resolution on 19 December 2006.
In light of the provisions contained in the Code and based on the format of “Corporate Governance Report”
supplied by Borsa Italiana, UniCredit drafted its Report on corporate governance and ownership structures
pursuant to article 123-bis of the Legislative decree nr. 58 dated 24 February 1998 (the “TUF”) and articles
89-bis and 144-decies of the Consob Issuer Rules.
The “Report on corporate governance and ownership structures” approved by the Board of Directors (on 16
March 2010) is published at the same time with the Report on Operations on the website of the Issuer
(http://www.unicreditgroup.eu/en/Governance/corporate_governance_report.htm).
UniCredit is an issuer of stocks listed on the regulated markets of Milan, Frankfurt and Warsaw, and
therefore fulfils the legal and regulatory obligations related to listings on these markets.
The information provided, unless otherwise specified, refers to the financial year from 1° January 2009 to 31
December 2009.
Since its establishment, UniCredit has adopted the administration system, so-called, “traditional”.
The distinctive feature of this model is that the management of the company, the overseeing on the board
and the accounting audit are separated. The Board of Directors is solely responsible for the strategic
supervision and management of the enterprise, while the Board of Statutory Auditors is entrusted with
overseeing the Board. The auditing on the company’s accounts is entrusted to an external audit firm by the
Shareholders' Meeting on the basis of a proposal from the Board of Statutory Auditors.
This governance model was chosen because it has been proven, over time, to make it possible to manage
the business efficiently, while ensuring effective controls. That is, it creates the necessary conditions for the
Holding Company to be able to guarantee the sound and prudent management of a complex and global
banking group, namely the UniCredit Group.
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