The National Securities Market Commission Council (CNMV) unanimously agreed to close after appreciating the transactions initiated at the Indra meeting last June. there is no “sufficient indication” of concerted action take control of the company.
This decision, he explains, was taken “in the light of possible new facts obtained afterwards,” without prejudice to the eventual reopening of the investigation. future shareholder changes, Governance and decision making in Indra”.
Given the uniqueness of the case and the governmental nature of one of the shareholders (SEPI), the CNMV chair will refer to Congress’ Economic Affairs Committee his willingness to be present to explain the circumstances, if that Commission deems it appropriate. reasons for the body’s decision.
According to CNMV, from the investigation, “SEPI, SAPA and Amber shareholders “Cooperated to handle layoffs” At Indra, “with the active involvement of Indra’s chairman”, where several dismissed executives have had persistent disagreements over governance since their appointment.
However, the body notes that even if such cooperation exists, “there are currently not enough indications to allow us to accept the agreement in question as a joint action. Control of Indra’s rule“.
In addition, the CNMV considers: “there is no evidence” Regardless of the appointment of special directors resulting from the subsequent acquisitions of two of the three shareholders, there is a change in the majority of the Indra Board of Directors.
He stresses that the analysis does not allow us to conclude that none of the three shareholders acquired a controlling interest. appointment of directors in Indra.
Regarding the possible violation of the corporate governance rules in the contract; Capital Companies Law (YSK) or failure to follow CBG’s recommendations, the CNMV “does not identify the specific principles violated”.
The result of the investigation removes the shadow The supervisor will force companies initiate a Public Purchase Offer (OPA) for the entire capital of the technology company.
The investigated facts date back to the end of July at the request of the mutual fund. amber Capital, The dismissal of four independent directors was raised at Indra’s general shareholders’ meeting. This, again with the negative votes of these shareholders, led to the non-renewal of a fifth director.
created the situation governance crisis this was finally resolved with the election of a new party of independents that balanced the ratio with the dominant ones in the body and the president resigning from the decisive vote.
“Far from expected standards”
Although it is not contrary to the existing regulations regulating the powers of the general assembly, dismissal of executives “This division is completely far from the standards expected of a listed company,” CNMV says.
In this sense, the CNMV will propose legislative measures and address changes in corporate governance recommendations to “block”. repetition of similar episodes It could undermine the soundness of corporate governance of Spanish companies”.