In today's Meeting the UniCredit Board of Directors passed the following resolutions:
1. Approval of UniCredit S.p.A.'s Board of Directors qualitative and quantitative profile;
2. Submission of the Board of Directors' own list of candidates for the position of Director.
The list reflects the global best practices, skills and broader knowledge required, enhances the international traits of the Board members and raises the focus on diversity, with a specific attention to technology and sustainability.
APPROVAL OF UNICREDIT S.P.A.'S BOARD OF DIRECTORS QUALITATIVE AND QUANTITATIVE PROFILE
In today's meeting UniCredit's Board of Directors identified its qualitative and quantitative composition, which is considered appropriate for the proper performance of the functions assigned to it, in accordance with both the current legal and regulatory provisions.
The relevant document entitled "Qualitative and quantitative composition of UniCredit S.p.A.'s Board of Directors", published today, 3 March 2021, on the Company's website (www.unicreditgroup.eu/selectionandcomposition), was approved also on the basis of the advisory activities carried out by the Corporate Governance, Nomination and Sustainability Committee. It will be disclosed to the market and, more specifically, to UniCredit's shareholders so they can judge the candidates proposed for appointment to the Board of Directors against the professional experience required. Shareholders may carry out their own assessment on the best composition of the Board and submit lists of candidates in line with their assessments, justifying any differences from the analysis conducted by the Board.
SUBMISSION TO THE SHAREHOLDERS' MEETING OF THE BOARD OF DIRECTORS' OWN LIST OF CANDIDATES FOR THE POSITION OF DIRECTOR
The Board of Directors, referring to point 8 on the Agenda of the Ordinary Shareholders' Meeting, concerning the appointment of the Board of Directors' members and on the basis of the aforementioned document entitled "Qualitative and Quantitative Composition of UniCredit S.p.A.'s Board of Directors", unanimously selected its own list of candidates for the appointment of the Director, which takes into account the optimal number of Board members, determined at 13 members, and the duration of office set at three financial years by Clause 20 of the Articles of Association.
The candidates determined by the Board have been selected according to the agreed process of identification of Board member candidates, approved by the Board in July 2017 and published on the Company's website.
The Corporate Governance, Nomination and Sustainability Committee, after examining a significant number of candidate profiles proposed by the executive search firm Spencer Stuart, and based on the selection criteria for directors and the ideal overall Board composition, interviewed each of the candidates and submitted a shortlist to the Board. The Board of Directors today unanimously approved the list of candidates to be submitted to the next Shareholders' Meeting.
The above-mentioned process has led to the following list of candidates, which also contains the indication of those designed to the roles of Chairman and CEO:
- Pietro Carlo Padoan, Chairman
- Andrea Orcel, Chief Executive Officer
- Lamberto Andreotti
- ·Elena Carletti
- Jayne-Anne Gadhia
- Jeffrey Hedberg
- Beatriz Lara Bartolomè
- Luca Molinari
- Maria Pierdicchi
- Renate Wagner
- Alexander Wolfgring
The Board of Directors presented a list of 11 names out of the 13 members of the future Board, in line with the requirements of the Articles of Association, which includes the election of two directors taken from the list that obtained the highest number of votes among the minority lists.
The list of candidates was prepared in line with international best practice, as well as the applicable legislation and guidelines of the European Central Bank as defined in the "Guide to fit and proper assessment". In particular, the list
- ensures complementarity in terms of experience and skills and provides a collective understanding of UniCredit's main business areas and main markets in which it operates, reflecting the strategic priorities the Bank will address in the coming years;
- enhances the international experience of the Board and provides a deep understanding of the markets in which the Bank operates;
- pays particular attention to diversity in all its forms, starting with gender (with 45% female representation of Directors), culture of origin and age;
- brings significant experience in top management roles acquired within leading companies in their specific sector, in addition to corporate governance experience;
- reflects a renewed focus on financial services skills, in particular on issues related to sustainability and technology as an enabler for transformation;
- values core competences related to people management and all relevant experiences around diversity and inclusion policies;
- is aligned with international best practice in terms of the independence of Board of Directors, with 82% representation of Independent Directors pursuant to the Italian Corporate Governance Code and UniCredit Articles of Association. This ensures an ideal composition of the Board Committees.
With the aim of ensuring a constructive and dynamic Board, the proposed candidates demonstrate the personal qualities essential for the role of a UniCredit Director. Key characteristics include: the ability to manage complexities and build relationships at all levels, independence of thought, respect for the diversity of Board and Management roles, integrity and a willingness to invest time and energy in the role.
The Board of Directors would like to thank Cesare Bisoni, Chairman of the Board of Directors and Stefano Micossi, Chairman of the Corporate Governance Nomination and Sustainability Committee and its members, for the professionalism with which they managed the succession processes leading to the nomination of the Chairman, the CEO and the renewal of the entire Board list.
Comprehensive information on the personal and professional characteristics of the candidates and the relevant documentation concerning the list will be made available to the public on UniCredit's website.
Milan, 3 March 2021