New episode in Indra’s soap opera that shows the damage caused by the government assault on its dome. The Ibex company has been forced to announce without a date that it will convene a new extraordinary shareholders’ meeting to try to repair the damage caused by the meeting on June 23, which ended with the surprise dismissal of the majority of the independent directors opposed to the Government . With that board, it violates the codes of good governance. of the National Securities Market Commission (CNMV)
According to an official statement to the CNMV, the decision to “consolidate the recomposition of its governance with the aim of maximizing its compliance with the best practices of Corporate Governance”. “The measures adopted include the agreement so that the proposals for the appointment of the new directors are submitted to an Extraordinary General Shareholders’ Meeting, which will be convened once the selection process for independent directors has been completed.”
This measure was necessary, according to legal sources close to the government coalition that controls Indra, because the ordinary meeting ended with a nine-member board of directors with hardly any room for independent directors. It is an attack on the uses of listed companies that had to be corrected as soon as possible. The president of the CNMV, Rodrigo Buenaventura, described what happened as “striking and worrying” due to the destruction it caused for the Code of Good Governance, which establishes that at least half of the directors must be independent.
The president of Indra, Marc Murtra, tried to resolve the problem on the 28th by committing to include new independent directors so that they end up being at least half of the new leadership, but the problem is that there was no legal basis for it, because the The last shareholders’ meeting does not currently allow the director to exceed nine members.
The solution is to convene a new board that the government coalition formed by Sepi, the arm of the Government, the Basque group Sapa and Joseph Oughourlian, president of the Prisa group and the Amber fund, hopes to dominate so that the new directors they consider acceptable can enter.
“At this same Extraordinary Meeting, a vote will be taken to set the number of directors at fourteen, of which at least half will be independent; in this way, the new structure will comply with recommendation 17 of the Good Governance Code of listed companies”, states Indra in its attempt to calm CNNV, which is investigating whether it should force Sepi to launch a takeover bid for Indra by reaching agreements with other shareholders to take control.
Murtra himself insists that he renounces his quality vote and that he will not be, at least for now, executive president, which would be another symptom of the coalition taking control. “This measure will be reinforced by submitting to the approval of the Meeting the suppression of the provision on the casting vote of the Chairman of the Board contained in article 24 of the Bylaws, which will also be eliminated from the Regulations of the Board of Directors”, the statement explains.
Indra wants to give the greatest appearance that the new directors will not be politicians and assures that “the Board has contracted Korn Ferry as a specialized consultant to advise the Appointments, Remuneration and Corporate Governance Committee in the process of selecting independent directors, process that will be led by the current independent directors”. “Korn Ferry is an international professional services firm specializing in talent and organization consulting,” adds Indra.
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