UNICREDIT (UCG): Information on the Code of Best Practice of WSE Listed Companies - raport 2

Raport bieżący nr 2/2008
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Inne uregulowania

Date: January 10, 2008

Current Report No. 2/2008

Subject: Information on the Code of Best Practice of WSE Listed Companies

Acting pursuant to § 29 item 3 of the By-laws of the Warsaw Stock Exchange, with reference to the current report no. 3/2007 of December 18, 2007 concerning the application of the corporate governance rules of the WSE by UniCredito Italiano S.p.A. (the "Company"), the Company hereby gives notice of the non-application of certain corporate governance rules set forth in the document "Code of Best Practice of WSE Listed Companies". The information below should be interpreted together with general explanations relating to specific problems concerning the Company as a foreign entity the shares of which are listed on foreign regulated markets, as disclosed in the above-mentioned current report no. 3/2007. Pursuant to the Resolution adopted by the Management Board of the WSE no. 1014/2007 of December 11, 2007 the information below does not include rules set forth in part I of the document "Code of Best Practice of WSE Listed Companies".

Item II.1.1) (partial non-application of the rule - temporary state)

Rules of Procedure of the Board of Directors are currently not available as they are under review following amendments recently approved by the Board. After said review such Rules will be made available on Company’s website.

Item II.1.6) (partial non-application of the rule)

Italian law does not require such a report to be drawn up with respect to the Board of Statutory Auditors. However, the Corporate Governance Code issued by Borsa Italiana (the "Italian Code") contains provisions on information regarding the activities carried out by the Board of Statutory Auditors; Company complies with those provisions.

Items II.1.8) and II.1.9)

Italian law does not impose such obligations.

Item II.3 (partial non-application of the rule)

The approval of such agreements by the statutory auditors is not required. There is also no general requirement for such agreements to be approved by the Board of Directors. However, such significant agreements/transactions are reported periodically to the Board of Statutory Auditors on a Group basis. Moreover, please note that the Board of Directors has exclusive competence to approve any partnership and joint venture agreements or other cooperation agreements, including those limited to specific sectors, with related parties and other banking groups. It also evaluates and approves any transactions having a significant impact on Company’s profitability, assets and liabilities and financial position, with particular reference to transactions with related parties, upon prior definition of the criteria for their selection.

Moreover, certain obligations are also set out for Company’s directors and corporate officers by Article 136 of the Italian Banking Law (Legislative Decree 385/93), whereby they may take up obligations, directly or indirectly, for the bank they manage, direct or control only with the governing body’s unanimous approval and the favorable vote of the members of the controlling body. For this purpose, the corporate banking officers are required to give notice of the persons - individuals or legal entities - with whom the establishment of possible dealings could be construed as generating the type of indirect obligation substantially relating to corporate banking officers.

Item III.2

Under Italian regulations applicable to Company, there is no obligation relating specifically to relationships with shareholders exceeding 5% of all votes. The independent members of the Board of Directors are required to present statements on independence, as provided by Article 3 of the Italian Code. All Statutory Auditors, pursuant to Article 10 of the Italian Code, have to meet the criteria set out for independent directors. Such criteria generally include the absence of any relationships with controlling shareholders.

Item III.5

This rule is not present in the applicable Italian regulations. Due to the relatively large number of directors, there is no practical risk of any negative impact on the functioning of the Board of Directors. As regards statutory auditors, please note that Italian law provides for the appointment of at least one alternate auditor to substitute any standing auditor who resigns for whatever reason. The Shareholders’ Meeting of the Company has appointed two alternate statutory auditors.

Item III.6 (partial non-application of the rule)

At least three members of the Board of Directors and all Statutory Auditors of the Company shall meet the criteria of independence set out by Article 3 of the Italian Code. The criteria set out by the Italian Code generally comply with those set out by Annex II to the Commission Recommendation of February 15, 2005. However, there is no obligation relating specifically to relationships with shareholders exceeding 5% of all votes. However it has to be pointed out that if any statutory auditor (as well as any director) has a significant commercial, financial or professional relationship (i) with a subject who, jointly with others through a shareholders’ agreement, controls the issuer, or (ii) in the case of a company or an entity - with the relevant significant representatives - such Statutory Auditor cannot be considered independent.

Item III.9 (partial non-application of the rule)

The approval of such agreements by the Board of Statutory Auditors is not required. There is also no general requirement for such agreements to be approved by the Board of Directors. Please note, however, that the Board of Directors has exclusive competence to approve any partnership and joint venture agreements or other cooperation agreements, including those limited to specific sectors, with related parties and other banking groups. It also evaluates and approves any transactions having a significant impact on Company’s profitability, assets and liabilities and financial position, with particular reference to transactions with related parties, upon prior definition of the criteria for their selection.

Item IV.3

Under the provisions of the Italian law concerning listed companies, shareholders who, separately or jointly, represent at least one fortieth of the share capital may request, within five days before the publication of the notice convening the meeting, additions to the agenda, specifying in the request the additional items they propose. No shareholder is entitled during the Shareholders’ Meeting session to request the addition or removal of items on the agenda in order to avoid resolutions being taken without absent shareholders being informed.

There is, however, no requirement under applicable Italian regulations to provide grounds for such a motion.

Item IV.7

Pursuant to Italian law, the Company is not allowed to pay conditional dividend.

Item IV.8

The current auditing firm of the Company was appointed to perform its tasks on May 4, 2004. At the Company’s Shareholders’ Meeting held on May 10, 2007 and in line with the Board of Statutory Auditors’ proposal, this audit appointment was extended until approval of the accounts for the 2012 financial year. Recent Italian regulations (Legislative Decree 303/06) introduced the possibility of extending external auditor appointments to a non-renewable maximum duration of nine years.
Dariusz Choryło - Attorney of UniCredit