Ad-hoc-Meldung / Ad hoc Release
nach § 15 WpHG / pursuant to § 15 of the German Securities Trading Act
UniCredit Board of Directors Announces Changes in Board Composition and Revision of Board Committees Structure
With the UniCredit-Capitalia merger project well on track, UniCredit S.p.A.'s Board of Directors, in its meeting of August 3, co-opted Messrs. Berardino Libonati, Donato Fontanesi, Salvatore Ligresti and Salvatore Mancuso as Board members. Mr. Libonati was at the same time elected Deputy Chairman of the UniCredit Board.
The agreement entered into by both companies on May 20 provides that 4 Capitalia representatives would be co-opted to UniCredit's Board as soon as possible following the approval of the merger plan by the shareholders' meetings of the respective companies, which happened on July 30.
The aforementioned agreement also stipulates that, in return, 4 representatives of UniCredit are co-opted for Capitalia's Board of Directors. Therefore, the UniCredit Board put forward Messrs. Alessandro Profumo, Paolo Fiorentino, Giovanni Vaccarino and Giampaolo Giampaoli as its designated representatives.
Furthermore, UniCredit's Board announced that Messrs. Roberto Bertazzoni, Volker Doppelfeld, Giancarlo Garino and Giovanni Vaccarino have offered their resignation as Board Members of UniCredit, with effect prior to today's meeting. Additionally, it was communicated that current Board member Mr. Dieter Muenich intends to resign prior to the next September Board Meeting, following which the Board intends to co-opt as his replacement Mr. Franz Zwickl. It is intended that Messrs. Doppelfeld and Muenich would be proposed as Members of the Board of Directors of Banca di Roma and/or other relevant Group companies.
During the same meeting, UniCredit's Board, following the proposal of its Corporate Governance Commission chaired by Mr. Dieter Rampl, revised the Board Committees structure and scope with the aim to provide an enhanced governance process covering key aspects of the Group's activities and aligned with international best practices.
The revised Committees structure and the new task allocation that results from it will support the Board of Directors in focusing on strategic issues pertaining to the Group, and in discussing these in a more effective manner.
These Board Committees are the following: Corporate Governance, HR and Nomination Commitee, Permanent Strategic Committee, Audit & Risk Committee and Remuneration Committee.
These 4 Committees replace the previously existing ones, i.e. the Chairman's, the Executive, the Nomination, the Remuneration, the Audit Committees and the Corporate Governance Commission.
In more detail:
The Corporate Governance, HR and Nomination Committee will replace the former Corporate Governance Commission, and will additionally take on the tasks of the former Nomination Committee. Its main advisory tasks are related to overseeing:
- the framework of the Group corporate governance reform and guidelines;
- the Board of Directors nomination and evaluation policy;
- the policies for the Group top and high Management (involving the most senior 450 people within the whole Group);
- the policies related to the nomination of the Corporate Officers in the Group subsidiaries (representatives in Supervisory Boards, Boards of Directors, as well as Statutory Auditors).
The Permanent Strategic Committee will advise the Board about:
- both the long-term and annual plans of the Group;
- strategies on capital allocation;
- relevant M&A transactions;
- major changes in the organizational structure.
The Audit & Risk Committee will add to the present tasks of the Audit Committee also the relevant responsibilities related to risk appetite policies and management.
The Remuneration Committee's functions remains essentially unchanged.
Members appointed to the respective Committees:
Corporate Governance, HR and Nomination Committee
Dieter Rampl, Gianfranco Gutty, Alessandro Profumo, Vincenzo Calandra Buonaura, Francesco Giacomin, Friedrich Kadrnoska, Luigi Maramotti
Permanent Strategic Committee
Dieter Rampl, Gianfranco Gutty, Franco Bellei, Berardino Libonati, Fabrizio Palenzona, Anthony Wyand, Alessandro Profumo, Manfred Bischoff, Luigi Maramotti, Hans Juergen Schinzler
Audit & Risk Committee
Dieter Rampl, Gianfranco Gutty, Berardino Libonati, Anthony Wyand, Franz Zwickl (from September).
Dieter Rampl, Gianfranco Gutty, Franco Bellei, Fabrizio Palenzona, Max Dietrich Kley, Salvatore Mancuso, Carlo Pesenti
Milan, August 3, 2007
UniCredito Italiano S.p.A.
Via San Protaso 1/3
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Listed: Official Market (Amtlicher Markt), Frankfurt Stock Exchange (General Standard)
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