Integrity Charter

The Integrity Charter is the result of a process that involved many different people within the Group, first, in a discussion of our corporate culture and then in drawing up a set of principles designed to guide our behaviour at work.

The Charter is intentionally quite different from other apparently similar documents. It follows its own special logic: its purpose is to involve the reader rationally and emotionally and guide him along a shared path.

The aim is to provide useful behavioural guidelines for the resolution of the dilemmas that we inevitably encounter during our everyday activities, and to help us to make responsible and consistent professional decisions.

The Charter can be read and interpreted on two different levels, which are not mutually exclusive; rather, they intertwine and complete each other.

The first level considers only the essence of the problems we face.

The second level, the Matrix, makes it possible to think about integrity in action, by applying each corporate value to our behaviour towards each stakeholder group, and in this way we are brought to see in each case how we are involved and how consistent our own behaviour is with the suggested guidelines.

The Charter opens with a Preamble designed to provide a clear outline of its scope. A Frame of Reference then sets out the document's main goal, which is to define a set of values and behaviours that will enhance our business skills and entrepreneurship to the greatest extent, thus guaranteeing sustainable value creation over time.

On the one hand, we are aware that a highly prescriptive employer is unlikely to be able to maintain excellent results. On the other, by agreeing on certain principles and behaviours, we are bound to make sure that any individual's approach to business does not lead to conduct that is inconsistent with the reputation UniCredit wishes to enjoy.

The Integrity Charter is not meant to form an all-embracing set of rules, since the law (the first sphere of justice) and specific contractual agreements (the second sphere) already define the scope of our personal obligations. Rather, the document represents a structured system built around shared core values and behaviours with which we can identify.

This is why we intend to develop a third sphere of justice, with the aim of giving parties in conflict a chance to make up their differences through mediation, leading to an honest admission of mistakes made and any offence given, and the assumption of responsibility towards the injured party.

Preamble

The UniCredit Integrity Charter sets out the principles that should direct and guide us in our daily business.

It provides a framework of values to draw on at critical junctures in our work. It is intended as a reference point for the management of problematic situations and dilemmas — not always covered by laws, regulations or internal procedures — and permits the expression of our own business personality by enhancing our professionalism while respecting the individual's freedom of action.

The Charter is the result of a process that began at the time of the reorganisation of the Group's Italian banks by customer segment. It started with the formulation of UniCredit's defining values and continued with the «Values Lab» experiment, an important opportunity for dialogue on strategy and sense of direction.

The Integrity Charter seeks to:

• propose behaviours that help people govern their own conduct in those areas of our daily work where potential conflicts may arise between individual morality, business objectives and different cultures
• create cohesion by overcoming conflicts and disputes
• encourage the growth of shared feelings and experiences among all our colleagues.

 

Frame of Reference

UniCredit is the expression of the various cultures of the banks and companies that have joined the Group over the course of time. Even in their diversity, these cultures are united by continuous attention to the transformation of markets, focus on value growth, socially responsible practices and placing a high value on people and relationships.

The UniCredit style of governance is characterised by the adoption of transparent and constructive behaviours. These behaviours represent a precious asset, which the Integrity Charter is intended to preserve and strengthen.

 

Business, Freedom and Spheres of Justice

Businesses are constructs that are simultaneously complex and imperfect. Their complexity lies in the large numbers of people working in the business, the difficulty of maintaining consistency while pursuing common goals in often contradictory economic, political and social situations, and the necessity of representing interests that must then be reconciled with the history and needs of our business environment.

For these reasons, in market-oriented economies there is a constant effort to reduce the complexity and imperfection of businesses inter alia by setting up regulatory systems and rules of conduct designed to facilitate the use of a framework for responsible business dealings.

There are no quick and easy ways of getting rid of complexity and imperfection. We have to live with these facts daily without prejudging or closing our minds, leaving spaces open for discussion and dialogue and recognising that large organisations can give rise to an often imperceptible malaise related to the individual's invisibility, her or his lack of acknowledgment from colleagues, superiors and senior management. UniCredit is committed to reducing the level of this malaise and eventually overcoming it. This commitment should continually inform our culture, attitudes, practices and processes.

The more a business's culture and rules reflect keen attention to the individual's growth and well-being, the greater the opportunity for human and professional fulfilment. In this sense, a corporation can be a place that creates freedom.

Statute, laws and regulations on the one hand, and procedures, agreements, sets of values and customary practices within the business on the other, represent a complex of rules of conduct designed to prevent fraud, theft, violence and breach of trust. Corporate governance is part of this system. Such a complex of rules, in order to be recognised and respected, requires continuous dialogue and negotiation with all involved parties and their representatives.

There is therefore a triple structure of rules and regulations to which a corporation must constantly refer. There are, so to speak, three spheres of justice, which, while retaining their individuality in terms of origin, share the same ideal aim of attempting to reduce the degree of imperfection in the business.

The first sphere is that of the complex of laws and government regulations, which control the conduct of the business in its relations with its people, customers, the market, competitors and the environment.

The second sphere of justice contains all those norms that derive from industrial relations, employment contracts, and the customary practices and rules that are codified within companies.

Finally, the third sphere of justice contains the values of which the Integrity Charter is the expression. This sphere does not replace the first two, but reinforces them, in that it exists alongside them and provides additional responsibilities. For this is the sphere of personal responsibility. It details the roles, the duties, the expectations and the authoritativeness of  all UniCredit's people. These are greater in direct proportion to the individual's assigned responsibilities and the influence that she or he exercises. This sphere has to pay special attention to investors and savers, and to social and cultural entities with interests that either conflict or are aligned with those of our business.

 

The Foundations of Integrity

For us, integrity means identifying with a core of strong values, which must influence our daily behaviour, and which help to create a perceived reputation in the market.

In this sense, integrity means respecting the rules established by the three spheres of justice described above, not because we fear sanctions, but because we are convinced that these form the basis of civil coexistence.

Integrity must also be accompanied by a necessary degree of freedom allowing people to continue to be inspired by their personal morals (e.g., their religion or their philosophical, political or social views, or their sexual orientation) and enabling the corporation to be open to cultural and social pluralism. If everyone respects the value of integrity as we have described it, it can become a formidable element of cohesion and improvement for everyone in UniCredit, once it is a shared attitude, recognised from outside the Group as the basis of our reputation.

 

The Road from Profit to Integrity

The Integrity Charter applies to the people working in our business, who make a crucial contribution to the generation of profit and the development of relations between our business and society.

Profit is the essential precondition for the continuity and freedom of the business. It is not, however, sufficient per se, particularly in the long term: profit must be created with the integrity that promotes reputation both internally and externally.

This guarantee of integrity is a condition of sustainability, which makes it possible to transform profit into value for our people, customers, investors (current or potential shareholders and bondholders), local communities and the whole of the society with which the corporation tends to be on good terms.

It is therefore necessary, in our daily activities, to constantly refer to the values that we define as the foundations of integrity. These values are:

• Fairness
• Transparency
• Respect
• Reciprocity
• Freedom
• Trust

These values should inform the behaviour of UniCredit people in their dealings with all their counterparties, including institutional entities such as government authorities and public officials. Above all, they also interact with the parties central to profit generation and the chain of social relations, which are the following:

• Colleagues
• Customers and Suppliers
• Investors
• Local Communities