Crédit Agricole, the largest shareholder of Banco Bpm with 20.1% of the capital, has submitted its minority list for the renewal of the board of directors of the institution led by Giuseppe Castagna (CEO) and Massimo Tononi (chairman), expiring next April 16.
Seven names, all significant, and an official line carefully constructed: no intention of control, no opposition to the board, no ambition for top positions.
“Our list includes only seven candidates and therefore cannot determine a majority of directors. Furthermore, it does not include any candidate for the position of CEO or chairman,” explained the French institution.
The goal, say the French, is “to offer shareholders a clear and transparent alternative” and “to make a significant contribution to governance,” with candidates “endowed with solid and significant skills” to “enhance long-term value creation.”
Measured words, which are not only a declaration of intent but also a message addressed to multiple recipients: the market, the regulators and – no less important – the Italian institutions.
THE SEVEN NAMES (AND WHAT THEY REALLY TELL) OF CREDIT AGRICOLE FOR BANCO BPM
The list built by Crédit Agricole is not a simple sum of CVs, but a composition designed to cover all the nodes of contemporary banking governance: finance, insurance, credit, technology, law and institutional relations. A balance that reflects not only the needs of Banco Bpm but also the strategic priorities of the French group in the Italian market.
It is led by Domenico Siniscalco (in the photo), a figure who intersects academia, politics and high finance. Former Minister of Economy in the Berlusconi governments, former Director General of the Treasury and today senior advisor for Morgan Stanley in Italy, Siniscalco is one of those profiles capable of simultaneously dialoguing with markets, regulators and institutions. His placement in the first position is no coincidence: it signals the desire to give the list an institutional, authoritative and reassuring profile also in the eyes of the regulators, at a time when relations between banks, politics and authorities are particularly sensitive.
Alongside him is Frédéric de Courtois, a long-time manager in the European insurance sector. Former general manager of Generali and today in the top management of Axa, with a career that also includes leading Axa Mps and roles on the international boards of the French group, he represents a key piece when looking at the insurance dimension of the partnership between Banco Bpm and Crédit Agricole. His presence suggests that the oversight of bancassurance – one of the main drivers of value creation for the French in Italy – will be one of the central themes in the next three years.
Rossella Leidi brings a deep knowledge of the Italian banking system. Former deputy general manager of Ubi Banca, with responsibilities over finance, investments, pensions and welfare, and today also engaged in the insurance sector, she is a profile combining industrial vision and expertise in asset management. An area that in recent years has become increasingly strategic for banks, called to diversify revenues beyond the traditional interest margin.
More technical is the profile of Alessio Foletti, former chief lending officer of Crédit Agricole Italy, with over forty years of experience gained at Crédit Agricole, BNP Paribas and Intesa Sanpaolo. A specialist in credit management, NPLs and risk governance, he represents a typical figure for the risk committee, crucial at a time when – after years of improvement – asset quality is once again being closely watched in light of the macroeconomic context.
Nicoletta Mastropietro introduces a less traditional but increasingly relevant dimension: the technological one. With over thirty years of experience across energy, telecommunications, defense and banking, and recognized among the European “Inspiring Fifty” in tech, she embodies the theme of digital transformation and innovation in operational models.
Antonio Tullio, professor of private law and founder of the law firm Tullio & Partners, oversees the legal and compliance area, while Ivana Bonnet-Zivcevic, with a long career at Société Générale and then at Crédit Agricole Cib – where she was senior country officer in Italy and member of strategic committees – represents the direct link with the French group’s machinery and international governance logics. Her profile also recalls a direct knowledge of the group’s internal functioning and its decision-making mechanisms.
Overall, five of the seven candidates are independent and none are currently employees of the Crédit Agricole group: a detail far from secondary, which strengthens the presentation of the list as a governance tool and not as an attempt to directly occupy the board.
THE NEW LAW (AND THE SHIFT IN BALANCES)
Crédit Agricole’s move cannot be understood without looking at the Capital Law, which has redesigned the rules of the game.
The new system allows the outgoing board’s list to obtain up to 12 seats out of 15, but also expands the space for minorities, who can win up to 6 seats, compared to the 3 previously allowed.
Not only that: the vote on individual candidates introduces an element of uncertainty that makes the assembly outcome less predictable.
It is in this context that the French choice fits. With a 20.1% stake – and above all with ECB authorization to rise up to 30% of the capital – Crédit Agricole has a much wider potential leverage than in the past.
Presenting an autonomous list means being able to transform this shareholding weight into concrete presence on the board, up to four or more directors, depending on the balances.
DECLARED CONTINUITY, STRATEGIC CAUTION
Officially, the line is one of continuity.
This was clearly stated by Hugues Brasseur, head of Crédit Agricole in Italy: at Banco “an excellent job has been done” and the French group believes “a lot in the future of this bank.”
A judgment also based on numbers: net profit 2025 of 2.08 billion euros, above guidance, dividend of 1 euro per share and CET1 ratio at 13.76%.
On the same line is Giuseppe Castagna, who has repeatedly emphasized “dialogue with all shareholders” and “excellent relations with everyone,” while chairman Massimo Tononi spoke of a “splendid relationship with Agricole as a commercial, industrial and also shareholder partner.”
Yet, precisely this explicit convergence makes the choice to present an autonomous list even more interesting.
THE BACKSTORY (BETWEEN GOVERNANCE, POLITICS AND POWER RELATIONS)
If the goal were exclusively to support management, one might observe, it would perhaps have been enough to converge on the board’s list.
The choice to present an autonomous list instead introduces an additional element in interpreting the affair.
According to some press rumors and insiders, the relationship between the largest shareholder and the bank’s leadership is less straightforward than what emerges from official statements. At the center would have been the balances in the new board and, in particular, the weight to be recognized to the French shareholder in light of the growth of its participation.
The game intertwines with the always sensitive issue of relations between foreign capital and the national banking system. The precedent of golden power in the UniCredit case is still recent, and has shown how the government is ready to intervene on operations considered strategic.
In this context, Crédit Agricole’s caution appears less formal than it seems.
The French bank reiterates that it “does not aim for control” and “does not oppose the current board,” but at the same time builds the conditions to progressively strengthen its influence.
In the background remains a possibility that no one explicitly states but everyone considers: with ECB approval to rise up to 30%, the French group has further room to increase its weight in the capital and, by reflection, also in the board’s balances. A prospect managed with caution, avoiding ruptures that could trigger political or regulatory reactions.
FROM 2022 TO TODAY: THE SILENT RISE
The path leading to this phase started in 2022.
Crédit Agricole entered Banco Bpm’s capital with about 5%, then quickly rose to 9.18%, to 15.1% in 2024 and 19.8% in 2025, until surpassing 20% after ECB approval – with the possibility, indeed, to reach up to 30%.
A gradual path, without ruptures, consistent with the declared strategy: long-term investment, without takeover bids and without acquisition intent.
Today Crédit Agricole is one of the main banking operators in Italy, with over 2.8 million customers, more than 1,200 branches, about 12,500 employees and deposits exceeding 150 billion euros.
THE INSURANCE ISSUE (AND THE STRATEGIC LEVER)
There is also the insurance game, which represents one of the real engines of the relationship between the two groups.
In 2022 Crédit Agricole acquired 65% of Banco Bpm’s insurance activities in the non-life and protection branches, through a twenty-year partnership worth about 400 million euros, with distribution through about 1,500 branches.
This means that a significant part of value creation passes through this integration.
Overseeing the board thus becomes fundamental to guide choices concerning products, distribution and commercial development. It is here that the presence of profiles like de Courtois takes on a precise meaning.
THE THIRD PARTY AND THE ASSEMBLY FACTOR
The picture becomes even more complicated with the entry of Assogestioni, which has presented its own alternative list, contributing to making the game even more open and less predictable.
The names include leading profiles such as Giampiero Massolo, current chairman of Mundys and former CEO of Fincantieri, alongside Vincenzo Delle Femmine and Karina Litvack, already present on the boards of major groups like Eni and Terna.
The presence of a third list introduces a competitive dynamic that can affect the distribution of seats and the overall balances of the future board.
In this mosaic, the Capital Law introduces a decisive variable: the minority list can win between three and six seats, depending on the consensus gathered at the assembly. A mechanism that strengthens the weight of non-controlling shareholders and makes the game even more open.
INFLUENCE TODAY, OPTIONS FOR TOMORROW
Crédit Agricole’s strategy therefore seems to unfold on two levels.
In the short term, caution: support for management, no break, no request for control, attention not to open fronts with the government in a delicate phase for the banking system.
In the medium-long term, building an increasingly solid position: increasing the stake (within ECB authorized limits), strengthening presence on the board, overseeing industrial levers, starting with insurance.
The minority list is the balance point between these two needs.
THE REAL TEST AT THE ASSEMBLY
Next April 16 will be the moment of truth.
At the assembly it will be understood how many seats the French list will manage to win and what the weight of the minorities will be in the new board.
