Prospectus - Notowania

16.3. Compositions and responsibilities of the Internal Control and Risks Committee
and Remuneration Committee
To ensure an effective and efficient reporting and consultation system that will enable the
Board of Directors to perform its functions in the best possible manner, committees have been
created, each with specific competence areas, to provide consultation and proposals. In addition
to the Permanent Strategic Committee and Corporate Governance, HR and Nomination
Committee, the Internal Control and Risks Committee and the Remuneration Committee were
established with the following composition and functions.
Internal Control and Risks Committee
The Internal Control and Risks Committee consists of 7 non-executive Directors, the majority
of whom are independent. The Chairman of the Board of Directors and the First Deputy
Chairman are members by right. Other members must be chosen based on those best-equipped
and willing to carry out the role, and at least one of these must have accounting and finance
experience. The Internal Control and Risks Committee is currently comprised of: Anthony
Wyand, Giovanni Belluzzi, Luigi Castelletti, Marianna Li Calzi, Dieter Rampl, Lucrezia
Reichlin and Franz Zwickl.
The Internal Control and Risks Committee carries out advisory and proposal-making functions,
specifically it:
(a) assists the Board of Directors in issuing guidelines for the internal control system, and,
at least annually, inspects their adequacy, efficiency and effectiveness and ensures that
the main business risks are correctly identified and appropriately measured, managed
and monitored. It also assists the Board of Directors in determining the criteria for the
compatibility of these risks with sound and proper management of the Issuer (risk
appetite) and ensures that the Compliance area applies the policies for the
management of non-conforming risks established by the Board and that the Audit area
implements the Board’s guidelines concerning the performance of third-level controls;
(b) analyses the periodic reports on auditing activities. In particular, at least once a year it
reviews the periodic report on the adequacy of management of the risk of nonconformance
as well as information on any failure to comply with regulations. It also
reviews the annual report on investment services, as well as the half-yearly report on
the overall position with regard to UniCredit complaints received, based on data
supplied by the department responsible for handling these complaints;
(c) analyses UniCredit Group guidelines for auditing activities and assesses the annual
control plan prepared by the head of the Internal Audit departments, receives periodic
reports and may request the performance of specific audit activities not covered in the
annual plan;
(d) reviews information received from the nominated official in charge of drawing up
company accounts concerning the proper application of accounting principles and
their standardisation for the purposes of preparing consolidated financial statements;
(e) reviews, in accordance with the responsibilities assigned under Italian legislation to
the Board of Statutory Auditors, the criteria and methods that will be used to select the
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