Prospectus - Notowania

External Auditors, as well as the selection criteria for UniCredit Group companies
exempt from auditing; reviews relationships with External Auditors, including any
consultancy work that may have been awarded to them by the Issuer and UniCredit
Group companies;
(f) assesses the work performed by the UniCredit Group External Auditor(s) and results
provided in the report(s) and any letters(s) of suggestion. It also monitors the efficacy
of the auditing process;
(g) reviews quarterly and half-yearly financial statements, as well as the annual financial
statements, on the basis of the reports prepared by the nominated official in charge of
drawing up company accounts;
(h) assesses any important points that may emerge from audit reports received from
UniCredit’s Audit Department or the Boards of Statutory Auditors of Group
companies or from third party investigations and/or reviews;
(i) reviews the adequacy, in terms of quality/quantity, of the organisational structures of
the Compliance and Internal Audit areas, seeking to formulate, on the initiative of the
manager of each area, proposals for changes to these structures. Proposals for the
Internal Audit area must be accompanied by an opinion that is not binding on the
Managing Director;
(j) provides an opinion on the proposal made by the Chairman of the Board on the
appointment or replacement of the Internal Audit manager, as well as on the variable
portion of the manager's wages;
(k) assists the Board of Directors in formulating policies for the management of risks
during their periodic review in order to ensure their effectiveness over time and makes
certain that the functioning of risk management and control processes complies with
current laws and regulations;
(l) expresses opinions concerning procedures for identifying and managing transactions
with related parties of UniCredit and UniCredit Group companies.
The Internal Control and Risks Committee also reports to the Board of Directors at least every
six months, on the occasion of the approval of the financial statements and the half-year report
on operations, on activities performed and the adequacy of internal controls. The Chairman of
the Board of Statutory Auditors, or an Auditor appointed by the Chairman, participates in the
functions of the Internal Control and Risks Committee. Other Auditors and External Auditors
may be invited to participate in the Committee’s work as well.
Remuneration Committee
The Remuneration Committee is comprised of 7 non-executive members, the majority of whom
are independent. The Chairman of the Board of Directors and the First Deputy Chairman are
members by right. The other members must be selected on the basis of those best equipped and
willing to carry out this function. The Committee is chaired by the Chairman of the Board of
Directors. The Remuneration Committee currently consists of: Dieter Rampl, Luigi Castelletti,
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