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.
The outgoing Board of Directors, elected on the basis of a list submitted by the Board, has submitted in turn a list for its renewal for the 2021- 2023 financial years (the new Board was appointed by the April 15, 2021 Shareholders' Meeting).
In line with the faculty expressly provided for in the Articles of Association, the Board of Directors has submitted its list of candidates for its renewal for the 2021-2023 financial years. When defining its list submitted on March 3, 2021, the Board has taken 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 82% of independent directors according to the UniCredit Articles of Association and the Corporate Governance Code - also in order to allow an optimal composition of committees - 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 March 3, 2021 - 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.
Board of Directors' composition
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 & International Markets||Banking Governance||Banking Business||Legal & Regulatory||Strategic Planning||Risk & Control||Accounting & Audit||Sustainability (ESG)||Digital & Technology|
|Pietro Carlo Padoan||X||X||X||X||X||X||X|
|Jeffrey Alan Hedberg||X||X||X||X||X||X|
|Beatriz Lara Bartolomé||X||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 2022 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 2022 self-assessment activities and in general on the self-assessment processes are available in the Corporate Governance Report concerning each year.