76-year-old Padoan, along with the rest of UniCredit’s board, including Chief Executive Andrea Orcel, are due to complete their mandates in 2027
Italy’s second-largest bank, UniCredit, will see its chairman, Pier Carlo Padoan, stepping down at the end of his term in early 2027 for personal reasons, as the lender advances its takeover of German rival Commerzbank and prepares for a change in board leadership.
Padoan, 76, and the rest of UniCredit’s board, including Chief Executive Andrea Orcel, the key architect behind the Commerzbank acquisition, are due to complete their mandates in early 2027.
Shareholders will appoint a new board when they meet to approve the bank’s 2026 results.
The bank said Padoan would work closely with its nomination committee to identify a suitable successor.
“Padoan has been a source of sound counsel and wisdom, and I have greatly valued our partnership,” Orcel said in a statement.
Padoan, a former Italian economy and finance minister, joined UniCredit in April 2021, when Orcel took over as chief executive.
He secured a three-year reappointment in 2024, although the bank had previously considered a potential replacement amid strained relations with Italy’s centre-right government.
Padoan served as the European country’s economy and finance minister from 2014 to 2018 under successive centre-left administrations.
Padoan’s departure comes as UniCredit faces significant strategic decisions over the future of Commerzbank, where the Italian lender has built a stake of almost 50% despite opposition from the German bank and criticism from the German government.
UniCredit’s governance rules allow the outgoing board to present a list of candidates to replace it.
However, changes to Italian legislation governing how outgoing boards nominate successors have discouraged other companies, including insurer Generali, from presenting board slates, amid concerns that the new rules could produce unpredictable and potentially chaotic outcomes.
The leadership transition will coincide with a critical period for UniCredit’s German expansion, as Orcel seeks to secure savings at Commerzbank and move towards a potential full integration.
Talking about the current situation regarding the Commerzbank acquisition, UniCredit said the European Central Bank had authorised it to cross the 30% ownership threshold in the German major and increase its stake without an upper limit.
The approval followed a 45 billion euro (USD 50.51 billion) hostile takeover offer completed in July, which lifted UniCredit’s stake in the German lender to 48%.
The bank needed regulatory approval to take delivery of shares tendered in the offer and advance what could become Europe’s largest cross-border banking deal since the global financial crisis.
UniCredit said it expected to take control of Commerzbank by the end of the year, with around 50% of voting rights, after completing the remaining regulatory processes and conditions.
The Italian lender, which has operated German bank HVB since 2005, began investing in Commerzbank more than two years ago as Orcel pursued a takeover that several of his predecessors had also considered.
Despite resistance from Commerzbank and the German government, UniCredit secured enough shares to control ordinary shareholder resolutions while remaining below the 50% threshold that would require it to buy out minority investors in Commerzbank’s Polish subsidiary, mBank.
Orcel has asked Commerzbank to adopt his strategy to improve profitability from January while pushing back a full merger to 2029-2030.
The UniCredit chief has held discussions with German government representatives, who want Commerzbank to retain its Frankfurt headquarters, protect jobs, and continue lending to German businesses.
Once it has taken possession of the shares, Orcel has threatened to call a shareholder vote and install a new supervisory board and management team at Commerzbank without waiting for the German lender’s annual general meeting next year.
For UniCredit, the next phase will involve translating its growing ownership into operational changes and targeted savings while navigating political opposition and regulatory requirements.
Image Courtesy: UniCredit
