Unicredit is heading to the assembly on April 12th with the tandem confirmed at the top: the CEO Andrea Orcell and the president Pier Carlo Padoan. Instead, half the board is changed, leaving out seven of the current members of the Board of Statutory Auditors and the Board of Directors, including the vice president Lambert Andreotti which in recent days had ended up in the sights of foundations shareholders for managing applications. There will be 15 positions on the new board of directors (three more due to the transition to the one-tier governance system). six new faces, with an increase in the pink share. Furthermore, in the new board, and this is another novelty, Allianz and Mubadala, they will not have direct representatives as in the past.
The new list with "mix of experiences and skills" and "strengthened international dimension"
Here then is the candidates which will be submitted to the Assembly for approval, in addition to Pier Carlo Padoan and Andrea Orcel: Paola Bergamaschi Broyd, Elena Carletti, Marcus Chromik, António Domingues, Jeffrey Alan Hedberg, Beatriz Lara Bartolomé and Maria Pierdicchi. For the Management Control Committee, Paola Camagni, Gabriele Villa and Julie Galbo were candidates. The list shows “a collective suitability that guarantees a mix of experiences and skills”, offering “a complete understanding of UniCredit's main business areas and primary markets”, explains the Piazza Gae Aulenti bank in a note. “This is in line with the strategic directions that the Bank intends to pursue in the coming years”. The bank also highlights “a strengthened international dimension of the Board, thanks to the inclusion of members of different nationalities, which enriches the Board's understanding of various markets and emphasizes a broad spectrum of diversity, including thegender balance (50%), the cultural background andage".
Here's who won't be there
Leaving the board are Luca Molinari (shareholder of Mubadala Investment Company), Renate Wagner (member of the Allianz Management Board) and the Austrian Alexander Wolfgring (formerly Bank Austria and HVB Bank Slovakia) who has reached the limit of three mandates. The members of the outgoing Board of Statutory Auditors, Navarra, Paolucci and Cacciamani, are out of the picture.
Lamberto Andreotti's step backwards. The complaints of the Foundations
The surprise concerns above all the step back by Lamberto Andreotti, president of the Corporate Governance committee, who did not indicate his availability for the renewal. Andreotti, son of former prime minister Giulio and former CEO and president of Bristol-Myers Squibb, had been on the Unicredit board of directors since 2018, when former CEO Jean Pierre Mustier called him. According to some sources, the decision was based on the shareholders' controversy over the drafting of the list that Andreotti coordinated in his capacity as president of the bank's governance committee. In recent days both Crt and Cariverona they wrote to Padoan to complain about a lack of involvement in the list. In particular, the two foundations would have pointed the finger at the failure to share the quantitative criteria that guided the choice of candidates.
Cassa di Risparmio di Torino Foundation expresses appreciation for Andreotti's move
After the presentation of the list, the Crt, chaired by Fabrizio Palenzona, expressed appreciation for the choices made by the board and said so in a note. “Fondazione Cassa di Risparmio di Torino, while reiterating the reservations expressed with regard to the process of forming the list of the Board of Directors of UniCredit - as it was carried out without a structured sounding of the shareholders and stakeholders - intends to express the own appreciation for the work carried out by the outgoing Board and for the institutional sensitivity demonstrated by the current councilors who renounced their re-nomination. Among these, in particular, the President of the Corporate Governance & Nomination Committee, Lamberto Andreotti who accepted with a sense of responsibility the request formulated in the meeting with the organisation's top management”.
