When the closing minutes of Grifols’ investor briefing arrived, a blunt question hung in the air: will governance within the company improve? The chairman and chief executive, Thomas Glanzmann, acknowledged room for progress not only in governance practices but also in how the company communicates with shareholders. Sources close to Grifols say this theme recurs in every recent investor meeting, a signal that seasoned watchers of the Catalan group will not be surprised by the ongoing discussion. The real question is how deep the issues go when leadership itself voices failures in governance that affect the entire organization.
Turning to official data, Grifols’ most recent Corporate Governance Report, filed with the National Securities Market Commission in 2022, presents a mixed picture. The document highlights a board that includes a majority of independent directors and notes the need for greater transparency about its members online. It also describes an audit committee with expanded responsibilities. Yet the firm did not implement the proposal to separate the appointments and remuneration committees between 2020 and 2022, leaving a governance strand partially intertwined rather than fully distinct.
The governance report submitted to the CNMV identifies key family interests. Raimon Grifols Roura, Tomás Daga, and Víctor Grifols Roura are described as non-controlling shareholders under securities laws, linked to Scranton Enterprises, the family’s investment vehicle that holds about 8.40% of Grifols. At the same time, Raimon Grifols and Víctor Grifols Roura are listed as shareholders of Deria SA, which controls roughly 9.19% of Grifols, with Deria also represented on Grifols’ board. Víctor Grifols Deu appears as a partner in Ralledor Holding Spain, whose owner is Nuria Roura, and Ralledor holds around 6.154% of the company.
Grifols has also earned a reputation for opacity within the Ibex 35 index. A 2023 ranking by the Haz Foundation placed it among the five most opaque companies in the index for ethics and compliance practices. The critique centers on the absence of a publicly disclosed audit committee report, a lack of an independent ethics channel, the absence of a dedicated compliance office, and no public disclosure of the company’s compliance policy or an external audit of IT systems. The same report notes the existence of 25 Grifols-related entities spread across six tax havens, underscoring concerns about governance and financial responsibility that extend beyond a single jurisdiction. Critics argue that small steps toward transparency have not kept pace with broader expectations for large, listed groups.
Family ownership and governance at Ibex
Grifols has faced persistent management challenges for years. At the start of 2023, the company committed to a broad improvement plan. On February 15, it unveiled an operational program targeting €400 million in annual savings, largely through a workforce reduction of about 8 percent. Within days, Steven F. Mayer resigned as executive chairman, a position he had held since September 2022 after Víctor Grifols Roura stepped down. Thomas Glanzmann, who had been vice chairman since 2017, stepped into a prominent leadership role during a period of transition, while the board saw changes with three different chairmen over a short span. Market observers point to the company’s highly international shareholding and argue that the governance structure falls short of international standards, which increasingly favor near-total board independence, tighter control over operations, and reduced influence from founding families. The tension between fast growth and controlled governance remains an ongoing theme for Grifols.
Industry voices have pointed to the structure of Grifols and Scranton as a focal point of concern. Javier Rivas, of EAE Business School, argues that the company’s structure obscures transparency and makes it difficult for investors to assess the credibility of Gotham City Research’s findings. Two critical issues stand out: the merger between Grifols and Scranton, which involved the sale of units to Biotest US Corporation and Haema, and the ongoing relationship between Scranton and Grifols. The presence of joint debt and cross transactions has fueled questions about governance, as does the lack of clarity around who exactly sits on Scranton’s cap table. During investor calls, Grifols has sought to quell concerns by signaling openness about the ownership network, yet observers note that the foundational family’s influence remains evident and partially opaque. A recurring investor complaint centers on whether all influential stakeholders are fully identified and disclosed, even as the company works to present a cohesive narrative to the market.
In the latest investor conference, the unresolved questions only intensified after the Gotham City Research report’s publication. Grifols has experienced a notable stock decline since the report highlighted alleged accounting irregularities and debt shading, with estimates of substantial market value erosion over a short window. Eye-witness accounts describe investor meetings as revealing gaps in communication more than hard strategic missteps. Some insiders note that in certain Spanish companies, communications strategies can take a back seat to other considerations, which aligns with what observers see in Grifols. The CNMV’s directive to identify all investors in Scranton added another layer of complexity, as market participants await a clearer picture of ownership and control. With the founding family now engaged in a twelve-day clarification process, the company remains under intense scrutiny while KPMG, the auditor, has not issued a public statement. The overall mood among investors is cautious, with trading activity reflecting heightened skepticism about governance disclosures and related party transactions.