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Selection process and composition

The ongoing efforts for improving our governance has been reflected in the evolution of the Board of Directors in the last years, aimed at ensuring greater diversity.

 

In this page you can find information on the selection process and the composition of the current Board, as well as further details in view of the upcoming Board renewal (i.e., list of candidates approved by the UniCredit Board of Directors, as well as the 2024 Directors' qualitative and quantitative profile).

Selection process

 

In line with the faculty expressly provided for in the Articles of Association, on February 16, 2024 the Board of Directors approved its own list of candidates for the positions of member of the Board of Directors and member of the Audit Committee in view of the Board renewal.

 

Please find additional details on the names of the candidates and their profiles in the document below "2024 AGM - Renewal of the Board of Directors".

 

The Board has taken into due account the need for complementarity in terms of professional experience and competencies as well as for the inclusion of individuals with broad international experience. In line with international best practices, the list includes 92% of independent directors - also in order to allow an optimal composition of Board Committees - with personal qualities suitable to ensure a constructive dynamic in the Board. 

 

 

 

The three stages of the selection process:

A Search Strategy
  • Definition of Role Requirements and Collective Suitability Framework
  • Key elements for UniCredit Board and Board Committees
B Identification of Final Candidates
  • Candidates Identification
  • Candidates Assessment
C Directors list presentation
  • Interviews
  • Preparation of Documentation and Background Checks

 

Since July 2017 the UniCredit Board of Directors has adopted a procedure for identifying candidates for the posts of Chairman, Chief Executive Officer and member of the Board of Directors to be applied in the event of a co-optation, the possible presentation by the Board of a list of candidates to be submitted to the Shareholders' Meeting or the identification by the Board of the potential candidates suitable to cover the post of director on the occasion of the publication of the Qualitative-Quantitative Profile on the Company's website.

 

Qualitative and quantitative profile

 

The "Qualitative and Quantitative Composition of the UniCredit S.p.A. Board of Directors" reports the results of the ex-ante analysis carried out by the UniCredit Board of Directors on its own qualitative and quantitative composition deemed to be optimal for the proper performance of the duties and responsibilities assigned to it, in accordance with both current laws and regulatory provisions.

 

Said composition has been approved by the UniCredit Board of Directors on February 16, 2024 - also on the basis of the advisory activities carried out by the Corporate Governance & Nomination Committee - and is disclosed to the market and, more specifically, to the UniCredit shareholders in order for the choice of the candidates, to be filed for the Board of Directors appointment, to take into consideration the professional experience required.  Shareholders may carry out their own assessment on the best composition of the Board itself and file lists of candidates in line with the same, giving the reasons for any differences vis-à-vis the analyses carried out by the Board.

 

2024 Board of Directors Slate

composition

2024 -2026 Board of Directors

composition

 

Core competencies

graphic's Core competencies

BOARD OF DIRECTORS - SKILL MATRIX

The following Directors skill matrix reflects the core competencies, envisaged in the theoretical profile, that the UniCredit Board of Directors deemed to be significant in assessing both the personal qualities and the collective suitability of its own members.

 

Each Director with his/her theoretical and practical experience allows the Board to understand the Company's activities and main risks.  

 

 

  International experience Financial and international markets Banking governance Banking business Legal, regulatoy, AML and compliance Strategic planning Risk and control Accounting and audit Sustainability  (ESG) Digital and techonology
Pietro Carlo Padoan X X X X X X      
Elena Carletti X X X X X   X  
Andrea Orcel X X X X X X X X X X
Paola Bergamaschi X X X X X X X X   X
Paola Camagni X X     X   X X  
Vincenzo Cariello X X X X X X X X  
Marcus Johannes Chromik X X X X X   X  
António Domingues X X X X X X X X X X
Julie G. Galbo X
X X
X
X
X
X
   
Jeffrey Alan Hedberg X X     X X     X X
Beatriz Lara Bartolomé
X     X   X X   X X
Maria Pierdicchi X X X X X X X X X  
Marco Rigotti X X X X X X X X X  
Francesca Tondi X X X X X X X X X X
Gabriele Villa     X X X   X X    
  14 13 12 13 14 11 13 11 12 7

Self-assessment process

 

The self-assessment process, undertaken with the assistance of an external consultant, is carried out by the Board of Directors at least annually and is focused on the adequacy of the Board and its Committees in terms of composition and functioning.

 

The results of the 2023 self-assessment highlight a positive overall picture of the conduct of the Board of Directors and its Committees, demonstrating that these bodies operate effectively and transparently, in accordance with the best national and international corporate governance practices.

 

Information on the results of the 2023 self-assessment activities and in general on the self-assessment processes are available in the Corporate Governance Report concerning each year.

 

 

 

 

Updated on 14 May 2024.