Manuel Azuaga, head of Unicaja Banco, offered a presentation this Friday announcing his resignation from the board of directors, as outlined in the bank’s statement to the National Securities Market Commission (CNMV). Azuaga stepped down as both director and chair after guiding the Malaga unit through a new management model aligned with European standards and bringing to a close the era of internal discord that followed the Liberbank merger. At 76, he had led Unicaja Banco since mid-2016, succeeding Braulio Medel.
“Mr. Azuaga indicated that the anticipated transition period has ended with the completion of the Liberbank merger in all its facets, and that the various processes in corporate governance have concluded with the agreements signed at the recent meeting. The extraordinary general assembly that recently took place represented the ideal moment for him to step in and end his long career at Unicaja Banco, a journey that began with the institution in 2011 and extends to its predecessors since 1986,” Unicaja stated in its CNMV communication.
Industry sources told this outlet that Azuaga chose this role as a voluntary, personal decision after tackling key priorities for Unicaja Banco, including refreshing the board and reworking the management model.
“He finishes his tasks and moves on. Given that the full merger with Liberbank is complete and management is stable, it seemed like the right moment for him to exit,” said these sources. Azuaga had been scheduled to serve until 2025, but opted to trigger a mandate reset as part of his decision, also mindful of his age and upcoming retirement horizon.
Succession plan activated
This resignation, which also includes stepping down from the chair position, will take effect in the absence of supervisory objections from the European Central Bank and once a successor is chosen as president. Industry insiders suggest an independent candidate may fill the role on the board.
Unicaja Banco’s board thanked Azuaga for his dedication and services and approved the activation of a succession plan for selecting a successor. The process will involve an independent consultant. The timeline could stretch over several years, with some expecting a first-half 2024 appointment for the new president.
Changing the governance model
Unicaja Banco had already completed a planned shift in its governance model last September, which entailed removing executive powers from the president. The transition stemmed from the Liberbank merger agreement and met European banking standards. At that time, Isidro Rubiales was appointed CEO, with nearly all powers delegated to him, leaving Azuaga as non-executive chairman.
Rubiales’ CEO appointment, later confirmed at an extraordinary shareholders’ meeting in October, was authorized on September 20 with ECB approval, a required prior step. The previous CEO, Manuel Menéndez, had effectively been dismissed.
Meeting with the ECB
Azuaga’s resignation occurred shortly before a scheduled ECB supervisory meeting, part of the annual review all banks undergo. Financial sources indicate this session, coming soon, marks one of the final steps before the ECB completes its current assessment. The aggregate euro zone results are expected to be published in mid-December.
During the supervisory review, the bank’s business model, capital and liquidity, governance structure, and other risk areas are evaluated.
Unicaja Banco faces ECB scrutiny this year after the leadership changes, including the departure of the Oceanwood fund and Mexican investor Ernesto Tinajero, along with shifts in shareholdings.
Shareholders are currently composed of Fundación Bancaria Unicaja (30.2%), Tomás Olivo (9%), Indumenta Pueri (8.5%), Norges Bank (7.5%), Fundación Banking Cajastur (6.6%), and Santalucía (5.2%). This aggregation accounts for more than two-thirds of total capital.
A new stage
Ahead of the extraordinary shareholders’ meeting on November 14, Azuaga argued that appointing Isidro Rubiales as the new CEO signaled the start of a fresh era for the organization and helped close lingering governance issues after the Liberbank merger.
Since July 2021, notable changes reshaped the company, including the departure of CEO Manuel Menéndez and his replacement by Rubiales, with most of the board being renewed. Since the Liberbank merger, only Azuaga, independent director Maria Luisa Arjonilla, and special director Felipe Fernández remained in positions of continuity.
Today, Unicaja Banco’s board includes a non-executive chairman, CEO Azuaga with executive duties, Isidro Rubiales, six special directors (Miguel González, Natalia Sánchez, Juan Antonio Izaguirre, Jose Ramon Sánchez on behalf of Unicaja Banking Foundation, Rafael Domínguez de la Maza representing the Mayor, and Felipe Fernandez of Cajastur Banking Foundation) and six independent members (Rocío Fernández, Nuria Aliño, Maria Luisa Arjonilla, Antonio Carrascosa, Inés Guzmán, and Carolina Martínez).
An independent director has not yet taken a seat. In August, the fund led by David Vaamonde reduced its stake from 7% to 0.35% following its exit as a result of Oceanwood.
That leaves an opening for the representative of Tomás Olivo, who used Ernesto Tinajero’s departure to raise his Unicaja stake to 9% at the start of this month.