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.
For the first time, the current Board of Directors was elected on the basis of a list submitted by the outgoing Board. The current Board will in turn submit a list for its renewal for the 2021- 2023 financial years (the new Board will be appointed by the 2021 Shareholders' Meeting).
Following the amendments to the Articles of Association in 2017, the Board of Directors at that time in office submitted its list of candidates for the 2018 renewal. In defining the list submitted on February 7, 2018, the Board took into due account the need for complementarity in terms of professional experience and competencies and for the inclusion of individuals with broad international experience. In line with international best practices, the list included 90% of independent directors - also in order to allow an optimal composition of committees - and candidates with personal qualities suitable to ensure a constructive dynamic in the Board.
The three stages of the selection process:
- Definition of Role Requirements and Collective Suitability Framework
- Key elements for UniCredit Board and Board Committees
- Candidates Identification
- Candidates Assessment
- 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.
Directors' qualitative & quantitative profiles
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 7, 2018 - also on the basis of the advisory activities carried out by the Corporate Governance, Nomination and Sustainability 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. It goes without saying that the 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.
The composition of the Board of Directors currently in office quantitatively and qualitatively matches the theoretical profile approved by the Board itself in February 2018.
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.
Since February 2020, the Board of Directors also benefits from skills in the digital/technology sector, with specific application to banking sector, considered crucial for implementing the 2020-2023 multi-year plan (Team 23).
|International Experience||Financial & International Markets||Banking Governance||Banking Business||Legal & Regulatory||Strategic Planning||Risk & Control||Accounting & Audit||Sustainability|
|Jean Pierre Mustier||X
|Mohamed Hamad Al Mehairi||X||X||X
|Diego De Giorgi||X||X||X||X||X|
|Beatriz Lara Bartolomé||X||X||X||X|
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 2019 self-assessment activities defined a positive aggregated picture of the functioning of the Board and its Committees, showing that these bodies interact effectively and productively between themselves and the Management.
Information on the results of the 2019 self-assessment activities and in general on the self-assessment processes are available in the Corporate Governance Report concerning each year.