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Assessment of Director Padoan's requirements and new composition of the board committees

UniCredit announced that, during the meeting held on November 4, 2020, the board of directors - following the favourable opinion of the Corporate Governance, Nomination and Sustainability Committee - assessed, in compliance with the current provisions and subject to the Fit & Proper assessment by the European Central Bank, the integrity, experience and independence of the director Pietro Carlo Padoan, co-opted by the board on October 13, 2020.


With reference to the independence requirements, the board of directors carried out the assessment as set out by the Italian Corporate Governance Code, the Articles of Association and the Legislative Decree no. 58/1998 (Italian Consolidated Financial Law) on the basis of the statements made by the director and the information available to UniCredit.


With specific reference to the independence requirements laid down by the Italian Corporate Governance Code and the Articles of Association, information was taken into account relating to the existence of direct or indirect relationships (credit relationships, business/professional relationships and employee relationships, as well as significant offices held) that the director and his other connected subjects may have with UniCredit and Group Companies.


In order to assess the potential significance of these relationships, the board of directors decided not to solely set pre-defined economic targets, which - if exceeded - could "automatically" indicate that independence was compromised. To guarantee an assessment of both objective and subjective aspects, the following criteria were taken into account: (i) the nature and characteristics of the relationship; (ii) the total amount in absolute and relative terms of the transactions; and (iii) the subjective profile of the relationship.


More specifically, for the purposes of assessing the significance of such relationship, the following information, where available, is considered by the board:

  • credit relations: the amount in absolute value of the credit granted, its weighting in relation to the system and, where appropriate, the economic and financial situation of the borrower;
  • professional/commercial relations: the characteristics of the transaction/relationship, the amount of the consideration and, where appropriate, the economic and financial situation of the counterparty; and
  • offices held in Group companies: the total amount of any additional remunerations.


In this regard, no relationships emerged affecting the new director's independence.


As mentioned in the 13 October press release, following his appointment as a Director of UniCredit, Professor Padoan resigned from his parliamentary role on 3 November, after the Elections Council had certified the incompatibility of the two roles. The President of the Chamber of Deputies acknowledged this today. Professor Padoan signed the waiver of his parliamentary remuneration from the date of his appointment to UniCredit's Board of Directors.


Moreover, the board of directors appointed (i) director Pietro Carlo Padoan as member of the Corporate Governance, Nomination and Sustainability Committee; and (ii) director Diego De Giorgi as member of the Remuneration Committee.



Milan, November 4, 2020





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