Governance Scrutiny and CNMV Proposals
In a congressional appearance, Rodrigo Buenaventura highlighted questions surrounding the Ferrovial case. He noted that while there is no guarantee that a first-time listing from Spain to the United States will be quick or easy, there are no visible obstacles preventing Ferrovial from pursuing such a listing. He added that the option of listing directly in the United States had never been considered by the CNMV or the market authorities, and that the market would not accept a listing without clear justification. The message is that the market clearly understands the practical barriers and that any step toward listing abroad would require solid explanations. The CNMV and its counterparts would offer full support to issuers seeking this path if difficulties arise, but this remains a matter of assessment rather than an immediate move.
The CNMV president also announced the presentation of three reform proposals to the Government aimed at updating the Capital Companies Law. These reforms, discussed in the same spirit as the June 23 Indra meeting, are designed to strengthen corporate governance, including the protection of independent directors against proposed impeachments at shareholder meetings. This aligns with the ongoing effort to balance the interests of minority shareholders with the broader needs of listed companies. Source: CNMV statements.
Buenaventura, speaking before the Economic Affairs and Digital Transformation Committee of the Congress of Deputies, argued that there is not enough evidence to prove that Indra cooperated to explain the results of the investigation into the dismissal of five independent directors from SEPI, SAPA, and Amber. The supervisory body found insufficient proof of a coordinated action among these three shareholders in support of the layoffs, though Buenaventura acknowledged that certain facts indicate actions that diverge from the standards expected of Ibex 35 companies. Source: CNMV briefing.
He further noted that the CNMV does not deem the situation illegal, yet it does not view it as something to be celebrated either. The agency described this episode as a chapter and a path that diverges from what is expected of a major listed company, suggesting it should be addressed by corporate governance reforms. The emphasis was placed on the need for greater accountability from independent directors and on maintaining the protective role they should play for minority shareholders. Source: CNMV commentary.
Special emphasis was placed on the decision to replace independent directors by means of shareholder votes as part of reforms proposed by the regulator. It was suggested that no more than 80 percent of shareholders should be able to remove an independent director before completing a formal process. The underlying aim is to ensure that minority voices are heard and that changes to the board reflect a fair process. Source: CNMV briefing.
Additionally, the supervisor proposed lowering the three percent threshold for shareholding required to add an agenda item to a shareholder meeting. The rationale is simple: the current threshold can prevent major shareholders from effectively bringing their topics to the floor. Lowering it would democratize agenda setting and help ensure substantial shareholder concerns are addressed. Source: CNMV governance proposal notes.
Finally, Buenaventura called for a mechanism that would ensure accountability if a shareholder raises an agenda item about the possible dismissal of the chair. The suggested mechanism would involve the chair of the board, the assignment committee, and the independent coordinator to oversee such motions and preserve governance integrity. Source: CNMV remarks.
Independence
Related news is that the CNMV chief defended the independence established by the six-month investigation conducted by the organization’s technical teams. Buenaventura highlighted the involvement of a seasoned audit executive with more than three decades of experience to ensure that this was the most comprehensive inquiry the regulator has ever conducted on these topics. The CNMV conducted 14 information requests to various organizations and individuals, collected 30 hours of comments, and reviewed input from 17 people, along with 4,000 pages of documentation. This thorough process enabled the CNMV to act swiftly if evidence of coordinated action emerged over time. The balance between independent and affiliated companies was restored soon after the meeting. The agency found no breaches of rules in the dismissal of two Indra executives by Amber Capital, and it concluded that Indra had not acted illegally or violated corporate law or good governance standards. Source: CNMV report and conference remarks.