The National Securities Market Commission Council (CNMV) unanimously decided to close its preliminary inquiry after reviewing the actions taken at Indra’s June meeting. Officials found no clear indication of a coordinated effort to seize control of the company.
The decision was framed as being made based on new information that could emerge in the future, without precluding the possibility of reopening the investigation if warranted. Considerations about future shareholder changes and governance at Indra were noted as part of the context.
Given the case’s exceptional nature and the involvement of a government-backed shareholder (SEPI), the CNMV chair indicated a willingness to explain the decision before Parliament’s Economic Affairs Committee should that body consider it appropriate.
From the inquiry, CNMV reported that SEPI, SAPA, and Amber shareholders cooperated in handling layoffs at Indra, with active involvement from Indra’s chairman. Several dismissed executives had ongoing disagreements over governance since their appointments.
Nevertheless, the CNMV noted that even with such cooperation, there is not enough evidence to classify the arrangement as a joint maneuver to control Indra’s direction.
The CNMV also observed that there is no evidence that the appointment of special directors resulting from acquisitions by two of the three shareholders produced a majority change on Indra’s board, and it emphasized that the analysis does not prove that none of the three shareholders directly influenced director appointments at Indra.
Regarding potential breaches of corporate governance rules in the contract, or violations of the Capital Companies Law or CBG recommendations, the CNMV stated that it did not identify specific principles that were violated.
The investigation’s outcome dispels the notion of a looming regulatory intervention that would force a Public Purchase Offer (OPA) for the entire equity of the technology firm.
The events in question trace back to the end of July, prompted by Amber Capital, the mutual fund. The dismissal of four independent directors was proposed at Indra’s general shareholders’ meeting, and the subsequent vote blocked the renewal of a fifth director, underscoring the governance tensions.
That friction led to a governance crisis that was ultimately addressed by appointing a new slate of independents, designed to rebalance the board and dilute the influence of the dominant bloc, alongside the chairman stepping back from pivotal votes.
Far from expected standards
Although the board decision did not contravene existing powers vested in the general assembly, the dismissal of executives was described as a division far from the standards expected of a listed company by CNMV officials.
In response, the CNMV signaled its intent to promote legislative changes and update corporate governance recommendations to prevent similar episodes from recurring, stressing that such episodes could undermine the overall health of governance practices in Spanish public companies.
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