- Definition of Role Requirements and Collective Suitability Framework
- Key elements for UniCredit Board and Board Committees
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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.
In this page you can find information on the selection process and the composition of the current Board, as well as further details in view of the upcoming Board renewal (i.e., list of candidates approved by the UniCredit Board of Directors, as well as the 2024 Directors' qualitative and quantitative profile).
Selection process
In line with the faculty expressly provided for in the Articles of Association, on February 16, 2024 the Board of Directors approved its own list of candidates for the positions of member of the Board of Directors and member of the Audit Committee in view of the Board renewal.
Please find additional details on the names of the candidates and their profiles in the document below "2024 AGM - Renewal of the Board of Directors".
The Board has taken into due account the need for complementarity in terms of professional experience and competencies as well as for the inclusion of individuals with broad international experience. In line with international best practices, the list includes 92% of independent directors - also in order to allow an optimal composition of Board Committees - with personal qualities suitable to ensure a constructive dynamic in the Board.
The three stages of the selection process:
A Search Strategy
B Identification of Final Candidates
- Candidates Identification
- Candidates Assessment
C Directors list presentation
- Interviews
- 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.
PDF | Go to Process for selecting candidates (235.80kb)
Qualitative and quantitative profile
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 16, 2024 - also on the basis of the advisory activities carried out by the Corporate Governance & Nomination 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. 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.
2024 Board of Directors Slate
composition
Executives and Non-Executives Directors
12 Directors (1 executive and 11 Non-executives)
Renewal rate is distributed in 50% of renewal rate and 50% of continuity rate
Geographical mix: 50% other countries; 50% Italy
Gender Diversity: 50% is made up of women and 50% made up of men
INDEPENDENCE
Independent as per Code, TUF, TUB: 92%
Non-Indipendent: 8%
CORE COMPETENCIES
92% International experience
92% Legal, regulatory, AML, and compliance
83% Banking business
83% Financial and international markets
83% Risk and control
75% Banking governance
75% Sustainability (ESG)
67% Accounting and audit
67% Strategic planning
50% Digital and technology
2024 -2026 Board of Directors
composition
Board of Directors' composition
15 Directors (1 executive and 14 Non-executives)
47% of the board is made up of women and 53% made up of men
Age is distibuted as following: 80% are in 50-65 years old age range and 20% are over 65 years old range
Renewal rate is distributed in 40% of renewal rate and 60% of continuity rate
Independence:
7% composed of not-independent and 93% of independent as per Code, TUB and TUF.
Geographical mix:
60% are from Italy and 40% are from other countries
Minorities:
20%
Core competencies
CORE COMPETENCIES
93% International experience
93% Legal/regulatory, AML and compliance
87% Financial and international markets
87% Banking business
87% Risk and control
80% Banking governance
80% Sustainability (ESG)
73% Strategic planning
73% Accounting and audit
47% Digital and technology
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 and international markets | Banking governance | Banking business | Legal, regulatoy, AML and compliance | Strategic planning | Risk and control | Accounting and audit | Sustainability (ESG) | Digital and techonology | |
|---|---|---|---|---|---|---|---|---|---|---|
| Pietro Carlo Padoan | X | X | X | X | X | X | X | |||
| Elena Carletti | X | X | X | X | X | X | X | X | ||
| Andrea Orcel | X | X | X | X | X | X | X | X | X | X |
| Paola Bergamaschi | X | X | X | X | X | X | X | X | X | |
| Paola Camagni | X | X | X | X | X | X | ||||
| Vincenzo Cariello | X | X | X | X | X | X | X | X | X | |
| Marcus Johannes Chromik | X | X | X | X | X | X | X | X | ||
| António Domingues | X | X | X | X | X | X | X | X | X | X |
| Julie G. Galbo | X |
X | X |
X | X |
X |
X |
X |
||
| Jeffrey Alan Hedberg | X | X | X | X | X | X | ||||
| Beatriz Lara Bartolomé |
X | X | X | X | X | X | ||||
| Maria Pierdicchi | X | X | X | X | X | X | X | X | X | |
| Marco Rigotti | X | X | X | X | X | X | X | X | X | |
| Francesca Tondi | X | X | X | X | X | X | X | X | X | X |
| Gabriele Villa | X | X | X | X | X | |||||
| 14 | 13 | 12 | 13 | 14 | 11 | 13 | 11 | 12 | 7 |
SELF-ASSESSMENT PROCESS
(in line with the provisions of the Bank of Italy Circular no. 285/2013 and
the recommendations of the Italian Corporate Governance Code)
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 2023 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 2023 self-assessment activities and in general on the self-assessment processes are available in the Corporate Governance Report concerning each year.
Updated on 14 May 2024.