[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"doc-seo-253644-105":3,"detail-sidebar-cat-1-en-105":81,"doc-detail-253644-en":126},{"code":4,"msg":5,"data":6},0,"ok",{"site_id":7,"language":8,"slug":9,"title":10,"keywords":11,"description":12,"schema_data":13,"social_meta":74,"head_meta":76,"extra_data":78,"updated_unix":80},105,"en","board-and-board-committees-regulation-may-2024","Board and Board Committees Regulation - May 2024","","Board and Board Committees Regulation (May 2024) defines how UniCredit’s Board of Directors, Audit Committee, and other board committees are established and operate under applicable laws, the Italian Corporate Governance Code, and the Company’s Articles of Association. It sets governance foundations for directors’ appointment and accountability, outlines committee structures and general provisions, and describes rules related to board functioning, independence of mind, information review, and meeting organization. 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Board of Directors 4  \n1.1 Composition 4  \n1.2 Functioning 4  \n1.3 Confidentiality 6  \n1.4 Competences 7  \n1.5 The role played by the Chair 11  \n1.6 Quorum and resolution-making majorities 12  \n1.7 Self-assessment process 12  \n2. Board Committees 14  \n2.1 List of Committees 14  \n2.2 General provisions 14  \n2.3 Audit Committee 17  \n2.4 Risk Committee 21  \n2.5 Nomination Committee 22  \n2.6 Remuneration Committee 23  \n2.7 Related-Parties Committee 24  \n2.8 Governance and Sustainability Committee 26  \nAnnexes  \nThe Company acknowledges the importance of establishing sound internal governance arrangements and practices consistent with the applicable provisions of laws and regulations and with principles and recommendations of the Italian Corporate Governance Code.  \nThis Regulation (the “Regulation”) sets forth the rules pursuant to which UniCredit (hereinafter also the “Company”or “Bank”) Board of Directors, Audit Committee and other Board Committees are established and operate, in compliance there-with and with the Company’s Articles of Association.  \nThe regulations regarding the Chief Executive Officer (hereinafter also the “CEO”) and the General Manager (if appointed) may be found in the UniCredit S.p.A. Organizational Book, while the rules concerning the Supervisory Body pursuant to the Legislative Decree no. 231/2001 – whose functions are assigned to the Audit Committee under the current governance structure – may be found in the “Organization and management model of UniCredit S.p.A. pursuant to Italian legislative decree 231/01”.  \nThis Regulation is published on the Company’s website.  \n1.1 Composition  \nPursuant to the Articles of Association, the Board of Directors of UniCredit (the “Board”) is composed of a number between 9 and 19 members (“Directors”), of whom at least 3-and, in any case, no more than 5-make up the Audit Committee. The term of office is three financial years, or shorter if so established at the time of their appointment. The Board’s term of office expires on the date of the Shareholders’Meeting convened for the approval of the financial statements for the last financial year of the term. The number of members of the Audit Committee is established by the Shareholders’ Meeting.  \nThe Board of Directors must ensure gender balance in compliance with the applicable rules.  \nWithout prejudice to the compliance with the limits on the number of posts that directors may hold, UniCredit Directors may accept a position on the Board if they believe they can dedicate the time necessary to diligently perform their duties, taking into account, among other things, the number of posts they hold in other companies or entities (including non-Italian ones) . Based on the information submitted by the Directors, the Board, in its report on corporate governance and ownership structure, annually discloses any directorships or statutory auditor positions held by the Directors in other national and foreign companies listed on regulated markets or large companies.  \nIn order to ensure that the Board functions properly, the Board of Directors has established requirements that UniCredit Directors must possess, in addition to those envisaged under applicable legal provisions, and the number of posts they may hold in other companies, as illustrated in the document entitled “Qualitative and quantitative composition of the UniCredit S.p.A. Board of Directors”, which is published on the UniCredit website.  \nMembers of Audit Committee may take on management and control offices at other companies within the limits established by applicable provisions. They shall not, however, take on offices at bodies other than those with controlling functions at other UniCredit Group companies, or in companies in which the Bank directly or indirectly holds ","cbCaiiepblG7E5uU","https://ap.wps.com/l/cbCaiiepblG7E5uU","pdf",1341031,42,"English","# Introduction\n# Board of Directors\n## Composition\n## Functioning\n## Confidentiality\n## Competences\n## The role played by the Chair\n## Quorum and resolution-making majorities\n## Self-assessment process\n# Board Committees\n## List of Committees\n## General provisions\n## Audit Committee\n## Risk Committee\n## Nomination Committee\n## Remuneration Committee\n## Related-Parties Committee\n## Governance and Sustainability Committee\n# Annexes","[{\"question\":\"What legal and governance standards govern UniCredit’s board and committee operations?\",\"answer\":\"The regulation operates in compliance with applicable laws and regulations, the Italian Corporate Governance Code principles and recommendations, and the Company’s Articles of Association.\"},{\"question\":\"How is the Audit Committee composition determined within the Board of Directors?\",\"answer\":\"The Board of Directors must include members for an Audit Committee, with at least 3 and no more than 5 members forming the Audit Committee, as provided by the Shareholders’ Meeting.\"},{\"question\":\"How do directors ensure effective board functioning and decision-making?\",\"answer\":\"Directors act with independence of mind, review information received, request clarifications and additional information as needed, and hold informed discussions while avoiding group-thinking approaches.\"}]","Board and Board Committees Regulation - May 2024 | PDF"]