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Independence

Board_Independence

According to the provisions in force time to time, the Board of Directors shall assess the independence of its non-executive members, after their appointment, as well as during their term in office upon the occurrence of circumstances concerning their independence and at least yearly, on the basis of the information received from the same or, in any way, at disposal of UniCredit. 

 

With specific reference to the independence requirements laid down by the Italian Corporate Governance Code, information was taken into account relating to the existence of direct or indirect relationships (credit relationships, business/professional relationships and employee relationships, as well as significant offices held) that Directors and their other connected subjects may have with UniCredit and Group Companies.

 

In order to assess the potential significance of the above-mentioned relationships, the Board of Directors has decided not to proceed with merely identifying predefined economic targets, which if simply exceeded could automatically indicate that independence has been compromised, as such check requires an overall assessment of both objective and subjective aspects. Therefore, for this purpose, the following criteria should be taken into account: 

(i) the nature and characteristics of the relationship; 

(ii) the amount in absolute and relative terms of the transactions; and 

(iii) the subjective profile of the relationship.

 

More specifically, when assessing the significance of such a relationship, the following information, where available, is considered by the Board:

 

  • as far as credit relations are concerned, the amount in absolute value of the credit granted, its weighting in relation to the system and, where appropriate, the economic and financial situation of the borrower;
  • as far as professional/commercial relations are concerned, the characteristics of the transaction/relationship, the amount of the consideration and, where appropriate, the economic and financial situation of the counterparty;
  • as far as offices held in Group Companies are concerned, the total amount of any additional remunerations.

 

In all of the above cases, all the parties involved (Director or family member; UniCredit or Group Company) and, for relationships with companies/entities, the related kind of "connection" (post held/controlled participation) with the Director or the family member, were taken into account.

  Corporate Governance Code 

TUB

TUF

Last evaluation date
CHAIRMAN        
Pietro Carlo Padoan YES   YES May 5, 2021
DEPUTY VICE CHAIRMAN         
Lamberto Andreotti YES YES YES May 5, 2021
CEO        
Andrea Orcel        
DIRECTORS        
Vincenzo Cariello YES YES YES May 5, 2021
Elena Carletti YES YES YES May 5, 2021
Jayne-Anne Gadhia YES YES YES May 5, 2021
Jeffrey Alan Hedberg YES YES YES May 5, 2021
Beatriz Lara Bartolom√© YES YES YES May 5, 2021
Luca Molinari
YES YES YES May 5, 2021
Maria Pierdicchi
YES YES YES May 5, 2021
Francesca Tondi
YES YES YES May 5, 2021
Renate Wagner   YES YES May 5, 2021
Alexander Wolfgring YES YES YES May 5, 2021

 

 

The UniCredit Board of Directors has not so far designated an independent Director as Lead Independent Director, considering that the conditions set forth by the Italian Corporate Governance Code for his/her appointment do not exist:

(i)   whether the Chairman of the Board of Directors is the Chief Executive Officer of the Company;

(ii)  whether the office of Chairman is held by the person controlling the issuer;

(iii) whether requested by the majority of independent Directors.

 

In general, further information regarding the independence of Directors is available in the Corporate Governance Report concerning each year.

 

 

Updated on 06 May 2021.