Effective organisational structures and corporate governance arrangements and controls are essential to the achievement of business objectives for all enterprises. For banks, these are particularly important given the risks associated with banking activities and their relationship to the public interest. Accordingly, banks are subject to detailed and specific prudential, conduct of business and governance arrangements as well as close regulatory oversight and scrutiny.
The organizational structures and corporate governance arrangements and controls designed and operated by the Bank, in addition to responding to the needs of the particular business, must guarantee conditions of prudent and sound management. Through its management and coordination activities, the UniCredit Group is responsible for (i) ensuring the overall coherence of the system of group governance, while also taking into account individual specifics, and (ii) establishing comprehensive group rules for governance with reference to the structure, composition and remuneration of the Board based on locally applicable regulatory obligations and the rules of local competent authorities and European Supervisory Authorities.
At a Group level there is an expectation that the Bank’s governance arrangements include:
- a Board of sufficient size and expertise to oversee the operations of the Bank;
- a Chief Executive Officer (CEO) with ultimate executive responsibility for its operations, compliance and performance. The CEO is responsible for leadership of the Bank and managing such business within the authorities and scope delegated by the Board;
- a Senior Management Team comprising strong and diverse management capabilities;
- a clear organisational structure with well defined, transparent and consistent lines of responsibility;
- a framework and policy architecture which comprises a comprehensive and coherent suite of frameworks, policies, procedures and standards covering business and financial planning, corporate governance and risk management;
- effective structures and processes to identify, manage, monitor and report the risks to which the Bank is or might be exposed;
- adequate internal control mechanisms, including sound administrative and accounting procedures, IT systems and controls, and remuneration policies and practices which are consistent with and promote sound and effective risk management; and strong and functionally independent internal and external audit functions.