"(Giuseppe Tesauro's) resignation is motivated by divergences arising from the bank's governance and its management," Genoa-based Carige said in a statement.

Carige struggled to pull through a cash call demanded by regulators at the end of last year, and is working to reduce a large soured loan burden under Chief Executive Paolo Fiorentino, a former veteran UniCredit manager.

A source familiar with the matter said there may have been disagreements between Carige's CEO and its chairman, while investment bankers say concerns about the influence top shareholder Vittorio Malacalza exerts over the bank complicate Carige's search for a merger partner.

Fiorentino arrived at Carige nearly a year ago after Malacalza fell out with his predecessor. The local businessman was also behind the appointment of Tesauro as chairman in 2016.

Malacalza owns 20.6 percent of Carige after backing last year's 544 million euro capital raising and a previous 850 million euro cash call in 2015.

At the annual general meeting in March, Malacalza sharply criticised Fiorentino's handling of the latest recapitalisation, prompting another prominent investor to defend the CEO.

Italian financier Raffaele Mincione, who emerged this year as one of Carige's top shareholders with a 5.4 percent stake but failed to attain a board seat, said he felt compelled to back Fiorentino in the face of Malacalza's comments.

By 1125 shares in Carige fell 1.2 percent underperforming a 0.9 percent drop in Italy's banking index <.FTIT8300>.

"Governance changes will not slow down actions envisaged by our business plan," Chief Financial Officer Andrea Soro told reporters when he arrived a conference in Milan.

Carige is rushing to tap a state guarantee scheme which risks expiring in September to ease the sale of 1 billion euros in bad debts via a securitisation deal.

It is also in talks with investors to shed up to 500 million euros in loans which are not yet in default but are unlikely to be repaid in full.

Carige, which swung to a first-quarter net profit thanks to lower loan losses, targets 2.7 billion euros in gross soured debt at the end of the year, down from 4.8 billion euros in 2017, when they accounted for 27 percent of total lending.

(Additional reporting by Giancarlo Navach and Francesca Landini, editing by Alexander Smith)

By Valentina Za