Manuel Azuaga, president of Unicaja Banco, made his presentation this Friday. resignation To the board of directors of the organization, as stated in the statement sent to him by the bank. National Securities Market Commission (CNMV). Azuaga stepped down as director and chairman after channeling the Malaga unit’s new management model in line with European rules and putting a definitive end to the turbulent period of internal discord that the board experienced after the merger with Liberbank. It is very difficult to manage. Azuaga, 76, had been president of Unicaja Banco since the summer of 2016, when he succeeded Braulio Medel.
“Mr. Azuaga stated that the anticipated transition period has ended with the completion of the merger with Liberbank in all its aspects, and that different processes in the field of company management have been completed with the agreements signed at the meeting. The Extraordinary General Assembly Meeting held recently, The ideal moment for him to take office and end his career It has been developed at Unicaja Banco since its founding in 2011, and at its predecessors since 1986,” says Unicaja in a statement sent to CNMV.
Sources from the industry told this newspaper that Azuaga decided to take the job. “voluntary and personal” decisionAfter completing all the tasks that he sees as priorities for the future of Unicaja Banco, such as the renewal of the board of directors and the change of the management model.
“He finishes his homework and leaves. “Given that the entire merger process with Liberbank has been completed and stable management, he thought it was the best time for it,” these sources said. Azuaga had a term as director until 2025, but also chose to put forward his mandate. Departure in a decision that also takes into account his age and upcoming retirement horizon.
Succession plan activated
This director resignation, which also means resignation from the position of chairman of the board of directors, will come into force in the absence of a supervisory objection from the European Central Bank and When it is decided to appoint the person who will succeed him as president. According to sources familiar with the process, they are working with the idea of having an independent person replace him on the board.
Unicaja Banco board of directors thanked Azuaga “dedication and services” is given to the organization. Likewise, he agreed to “activate the Succession Plan for the selection of his successor.” The process will have the support of an independent consultant. The selection process could take several years, according to sources consulted, so Azuaga’s replacement could arrive in the first half of 2024.
Changing the governance model
Unicaja Banco had already resolved last September the expected change in its management model, which meant the necessary loss of the administrative functions of president Manuel Azuaga. Measure included in the merger agreement Liberbank was launched two years ago and meets the standards it has set. Europe For the banking sector, it was decided at a board meeting at that time that the appointment of Isidro Rubiales as CEO of the organization was also approved and all powers were delegated to him (except those that could not be delegated). Azuaga remained chairman of the Board but became a non-executive director.
Rubiales’ appointment as CEO (later confirmed at an extraordinary shareholders’ general meeting held this October) took place on September 20. European Central Bank (ECB) He gave his approval, which was a necessary preliminary step for his appointment. At that time, the previous CEO was effectively dismissed. Manuel Menendez.
meeting with ECB
The resignation of the Unicaja president took place shortly before the side Meeting with the ECB within the framework of its banking supervision review It is a process that all banks must go through every year. According to information obtained by Europa Press from financial sources, this meeting, which will take place in the coming days, is one of the last meetings before the ECB completes its current review and evaluation process. Aggregate results from all euro zone institutions will be published in mid-December.
During this supervisory review, the bank’s business model, capital and liquidity, as well as the bank’s structure, are examined. internal governance and other related risks.
Unicaja Banco will face scrutiny from the ECB this year following the sacking of its previous CEO and significant changes to its shareholdings following the departure of the Oceanwood fund and Mexican businessman Ernesto Tinajero.
Following these moves, Unicaja’s shareholders were formed as follows: Fundación Bancaria Unicaja (30.2%), businessman Tomás Olivo (9%), Indumenta Pueri (8.5%), Norges Bank (7.5%), Fundación Banking Cajastur (6.6%) and Santalucía. (5.2%). More than two-thirds of the total capital.
new stage
Ahead of the extraordinary shareholders’ meeting held on November 14, Azuaga defended the proposal formulated this summer to appoint Isidro Rubiales as the new CEO, pointing out that it marked the beginning of a “new phase” in the organization and thus closed the management problems. This situation continued shortly after the completion of the merger with Liberbank.
Since July 2021, there have been significant changes affecting the organization, such as the departure of CEO Manuel Menéndez and his replacement by Rubiales and the almost complete renewal of the board of directors. In fact, since the merger with Liberbank was completed in July 2021, only Azuaga himself, independent director María Luisa Arjonilla and special director Felipe Fernández remain.
Currently Unicaja’s board of directors consists of a non-executive director and chairman, CEO Azuaga with executive functions, Isidro Rubiales and six special directors (Miguel González, Natalia Sánchez, Juan Antonio Izaguirre and José Ramón Sánchez On behalf of Unicaja Banking Foundation, Rafael Domínguez de la Maza Representing the Mayor and Felipe Fernandez Cajastur Banking Foundation) and six independent members (Rocío Fernández, Nuria Aliño, María Luisa Arjonilla, Antonio Carrascosa, Inés Guzmán and Carolina Martínez).
A new independent director has not yet taken officeIn August, the fund represented by registered David Vaamonde reduced its stake in Unicaja from 7% to 0.35% following its departure as a result of Oceanwood.
In this way, there is an ’empty’ space that can be occupied by the representative of businessman Tomás Olivo, who took advantage of the departure of Ernesto Tinajero to increase his stake in Unicaja to 9% at the beginning of this month. .