GENERAL MEETING DRAFT - Bankier.pl

C.3 Covered Bond Transactions
Qualitative Information
In October 2008 the Group initiated a Covered Bond (OBG or Obbligazioni Bancarie Garantite) Program
with residential mortgage loans as the underlying assets, in line with Banca d’Italia instructions dated
May 17, the MEF decree dated December 14, 2006 and 2007 Law 130/99.
Under this program UniCredit S.p.A. is issuer, UniCredit Family Financing Bank S.p.A. is originator and
servicer, UniCredit BpC Mortgage s.r.l. (a special purpose vehicle set up within the banking group as
expressly authorized by Banca d’Italia) is guarantor of the OBG holders, within the limits of the cover pool
and the auditing firm Mazars & Guerard S.p.A. is Asset Monitor.
The Group’s main aims in issuing OBGs are to diversify its funding sources and fund at competitive
rates. As with the securitizations, the difficulties in the markets made it advisable to use securitization as
a means of increasing the Group’s counterbalancing capacity by retaining the securities issued by the
vehicle with the Group.
An integral feature of OBG Program management is maintaining a balance between the characteristics of
the assets sold and the issues. This is necessary to maintain the efficacy of the guarantee given by the
SPV to the bondholders.
Given the complexity of the transaction, a system of first- and second-level controls and procedures has
been set up, as required by Banca d’Italia instructions, to identify units, functions, duties and
responsibilities, and specific policies have been issued to this end. The policies were as approved by the
competent committees, the Statutory Auditors and the Board of Directors of UniCredit and UniCredit
Family Financing Bank.
As required by Banca d’Italia instructions on controls:
a) UniCredit’s Risk Management function is charged with the management of the issuer’s risks and
checks:
- the quality, suitability and integrity of the assets sold to guarantee the OBGs
- that the maximum ratio of OBGs issued to assets sold to guarantee them is adhered to
- that limits on sales and supplementary sales procedures are followed
- the effectiveness and adequacy of the hedges provided by any derivatives contracts
entered into in relation to the Program and
- the trend in the balance between the cash flow arising from the cover pool and that
absorbed by the OBGs in issue.
b) The Asset Monitor is an outside independent entity charged with checking at least annually the
regularity of the transactions and the integrity of the guarantee to the bondholders.
c) UniCredit’s internal audit department is responsible for a complete audit (to be conducted at
least once a year of the adequacy of the controls performed.
d) The results of the audits performed by the Asset Monitor and the issuer’s internal audit
department are submitted to the governing bodies.
At December 2009 eight covered bond tranches had been issued for a total amount of �8.5bn, of which
�5bn within the Group.
2009 CONSOLIDATED REPORTS AND ACCOUNTS
396