Finance
Banco BPM clears governance overhaul, opening door for bigger Credit Agricole role
Published by Global Banking & Finance Review®
Posted on February 23, 2026
2 min readLast updated: February 23, 2026
Tags:corporate governance
Quick Summary
Banco BPM approved new by-laws doubling minority seats to six. The move, after ECB clearance, boosts Credit Agricole’s chance of more directors ahead of April’s board renewal and Castagna’s likely reappointment.
Banco BPM OKs governance revamp, paving way for larger Credit Agricole stake
By Andrea Mandala
Banco BPM Governance Overhaul and Board Dynamics
MILAN, Feb 23 (Reuters) - Italy's Banco BPM said on Monday its shareholders had approved by a very large majority new by-laws, in a move that gives investor Credit Agricole the chance to boost its presence on the Milanese bank's board.
Shareholder Vote and ECB Approval
The new rules for appointing the board, which last week received a green light from the European Central Bank, passed with 95.38% of votes cast at a shareholder meeting called to update Banco BPM's governance structure ahead of the April board renewal.
Cementing its position as a long-term investor in Italy's third-largest bank, Credit Agricole last month said it had received ECB approval to raise its stake above 20%.
The French banking group, which first invested in BPM in 2022 to protect its commercial partnerships with the Italian lender, is seeking stronger board representation after increasing its stake, sources have previously told Reuters.
Minority Representation on the Board
Under the new framework, minority shareholders can now secure up to six seats on the 15-member board, up from three previously.
Board Slate and Seat Allocation
BPM's outgoing board is expected to file its own slate of candidates to appoint a majority of directors, including the chief executive and the chairman.
That slate can claim up to 12 seats if it secures the most votes. The actual number of seats hinges on how many votes the main two minority lists receive.
Timeline: April board vote
CEO Giuseppe Castagna’s Expected Mandate
At the helm since 2017, CEO Giuseppe Castagna is widely expected to get another three-year mandate in the April vote, in which Credit Agricole will play a pivotal role.
Credit Agricole’s Options and Likely Seats
The French bank could either support the outgoing board's list or submit its own.
Backing Outgoing Board List
If it backs the board's list, the French bank is expected to obtain up to three seats, proportional to its stake, leaving room for fund shareholders to appoint their representatives.
Filing Its Own List
If it files its own list, it could claim up to four seats under BPM's revamped governance system, making it difficult for fund shareholders to name more than one director.
(Editing by Valentina Za)
Key Takeaways
- •Shareholders approved updated by-laws with 95.38% support to revamp board appointment rules.
- •Minority investors can now secure up to six of 15 board seats, up from three.
- •ECB cleared the governance changes and allowed Credit Agricole to raise its stake above 20%.
- •Credit Agricole may back the board’s slate (up to three seats) or file its own (up to four).
- •CEO Giuseppe Castagna is widely expected to win another three-year mandate in April.
Frequently Asked Questions about Banco BPM clears governance overhaul, opening door for bigger Credit Agricole role
1What is the main topic?
Banco BPM shareholders approved governance changes that increase minority representation on the board, potentially enhancing Credit Agricole’s influence following ECB clearances.
2How do the new rules affect board composition?
Minority shareholders can now obtain up to six of the 15 seats. The outgoing board may still present a slate to secure a majority, including the CEO and chairman.
3When is the new board appointed and who is expected to lead?
The board will be renewed in April, and CEO Giuseppe Castagna is expected to secure another three‑year term, with Credit Agricole likely playing a key role in the vote.
