GENERAL MEETING DRAFT - Bankier.pl

D. examine the information received by the Manager in charge of preparing company's financial reports to
verify the proper application and consistency of accounting standards for the purposes of the consolidated
financial statements;
E. in accordance with the responsibilities assigned by Italian regulations to the Audit function, examine the
criteria and methods to be used for choosing the accounting firm, and the criteria for choosing which
Group companies to exempt from auditing; also monitor relations with accounting firms, also based on
consultancy agreements that may be in place with the Holding Company and the Companies belonging to
the Group;
F. assess the work carried out by the Group’s external auditor(s) and the results set out in the report(s)
and letter(s) of recommendation; supervise the effectiveness of the audit process;
G. examine the quarterly and half-yearly situations and the annual accounts, based on the reports
received from the Executive in charge of drafting the corporate and financial statements;
H. assess any remarks contained in the audit reports received from UniCredit’s Audit Department, or from
the Board of Statutory Auditors of the companies belonging to the Group, or from third party investigations
and/or analyses;
I. examine the qualitative and quantitative adequacy of the organizations regarding the Compliance and
Internal Audit Functions, inviting the Head of each function to formulate proposals for ensuring their
adequacy, and in respect of these proposals concerning the Internal Audit Function, ask for the Chief
Executive Officer’s non-binding opinion;
J. express its views on the proposal formulated by the Chairman of the Board concerning the appointment
or replacement of the Head of the Internal Audit Function, and the variable portion of the latter’s
compensation package;
K. support the Board in formalizing policies for governing risks that the Group may be exposed to,
periodically reviewing them to ensure their effectiveness and supervising the actual functioning of risk
management and control processes in compliance with current legal and regulatory requirements;
L. express its views on the procedures in place for approving and implementing transactions undertaken
by UniCredit and Companies belonging to the Group with related parties.
The Internal Control & Risks Committee shall also report to the Board at least every six months on its
activities and the adequacy of the internal audit process, when it meets to approve the financial statements
and interim report.
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The Corporate Governance, HR and Nomination Committee consists of 7 members, the majority of whom
shall be non-executive and independent. The Chairman of the Board and Chief Executive Officer are
members by right. The other members shall be chosen based upon their expertise and willingness to
accept the office. The Chairman of the Committee is the Chairman of the Board. In principle, Committee
meetings shall be scheduled on a monthly basis but may be called whenever it is necessary to discuss a
topic that falls within the scope of the Committee’s duties. Committee meetings shall be called by the
Chairman.
In 2009, the Corporate Governance, HR and Nomination Committee held n. 10 meetings.
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The Committee’s role is to provide advice and make proposals. In particular, the Committee shall provide
the Board of Directors with opinions concerning proposals formulated by the Chairman/CEO to the Board
concerning:
A. the definition of UniCredit’s corporate governance system, the corporate structure and governance
models/guidelines of the Group;
B. the definition of policies for appointing UniCredit Directors and policies for evaluating the Board of
Directors;
C. the appointment of the CEO office members and other members of the Management Committee (Senior
Executive Vice Presidents, Senior Head Office Executives and Heads of Department reporting directly to
the Chief Executive Officer);
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