The dismissed directors at Indra assure in writing that the Government only wants members in the company “who do not oppose its claims” and do not demand that someone “with sufficient capacity and experience” preside over it. They make harsh statements in the letters to explain their dismissal that the National Securities Market Commission (CNMV) has forced Indra to publish.
The former vice president of Indra and coordinator of the independents until now at Indra, Alberto Terol, maintains that his dismissal and that of his colleagues “can only be due to SEPI [the government arm of Indra] trying to form a new majority in the council, to which advisers who do not oppose its claims are incorporated”.
Along the same lines, another dismissed director, Enrique de Leyva, affirms that “it is of course possible that the directors or shareholders [referring to the Government] who have advised Amber [the fund of the president of Prisa, Joseph Ourghourlian] raise my cease they have done so because they foresee that, in the face of certain changes that they want to propose (perhaps executive functions for the president) or certain decisions that they want to make in the future, my vote will not be to their liking and they will not be able to bend it Perhaps this is the only underlying reason.”
Carmen Aquerreta adds that she was dismissed for defending professional management at Indra: “I think the reason for my dismissal is related to two factors: on the one hand, my interest at all times in seeking to have a majority of Independent Directors in Indra, truly independent directors with the critical capacity and professional experience necessary to do their job, and with my rejection of any type of action that could imply a de facto minority of Independent Directors (truly independent); on the other hand, my demand that Indra be managed at its highest level, by executives with sufficient capacity and experience for such management”.
As for Ana de Pro, she points out to the CNMV that Sepi, Amber and the Basque group Sapa have withheld information from the rest of the shareholders in order to take control. “I want to emphasize that, in my opinion, as a result of these actions, the recommendations on good governance of the company have been breached to the detriment of the minority shareholders, who are the majority of the shareholders,” says De Pro. Along the same lines, Terol warns of the danger that the Government “has stolen important information” from the board and the rest of the shareholders for making their decisions.
From the letters it follows that the CNMV must investigate the concerted action of the Government with its two allies for indications of mockery of the OPAs law. “Although I am not a technician on the matter, I believe that this fact, together with the statements made by the aforementioned Amber fund at the meeting, deserves to be investigated in case it could respond to some type of consultation or prior agreement between shareholders to replace me (at the time than others) in the Council,” says Leyva.
“Amber acquired the shares with enough time to inform not only some shareholders but all of her intention to propose the items off the agenda of the General Shareholders’ Meeting that caused the dismissals, which she did not do,” Aquerreta says. “For this reason, it seems that three shareholders representing approximately 38% of the capital have jointly taken a series of decisions to expel five Independent Directors from the Board of Indra who exercised their independence at a strategic moment for Indra in which decisions are going to be made criticism for its future.
The president of this public body, Rodrigo Buenaventura, confirmed this Tuesday in Bilbao what this newspaper published last Sunday and that is that the CNMV traces the contacts between members of the Indra council and the allies of the Government for signs of agreement to avoid the takeover bid “I can only say that we are going to analyze the movements in the council in case concerted action is derived from them.”
For his part, the leader of the PP, Alberto Núñez Feijóo, takes the alliance between the Government, Sapa and Amber for granted. “We think that there is a concerted action in Indra’s position.” “Something is moving in Indra and something should worry Spaniards in good faith,” says the opposition leader, who awaits explanations from the government.
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