Independent Directors and Governance at Indra: CNMV’s Perspective

No time to read?
Get a summary

The chairman of the National Securities Market Commission, Rodrigo Buenaventura, described the United States as both stunning and alarming. He commented on the dismissal of five independent directors at the Indra shareholder meeting, a move connected to actions by an entity controlled by the Ministry of Finance at the request of SEPI. The senior official expressed concern that such layoffs could threaten the quality of good governance within the company.

Speaking at a conference organized by the Association of Economic Information Journalists and Menéndez Pelayo University, Buenaventura affirmed that shareholder meetings hold sovereign power to alter board composition. Yet, sovereignty and democratic board decisions alone do not determine governance quality. In the framework of governance, the presence of independent directors is essential to protect the interests of shareholders who do not sit on the board. He stressed that the role deserves careful attention and support.

Buenaventura announced that the CNMV had contacted Indra and would request additional information in the following day. He described himself as confident that the company would adhere to good corporate governance recommendations. These recommendations advise expressing views on the departure of dismissed executives and making valuations accessible to shareholders who may be concerned about governance integrity.

Ibex 35 rises slightly at launch despite Indra’s collapse

Yet the CNMV head declined to comment on the government’s involvement through SEPI in promoting an initiative that could affect Indra’s governance framework. He stated that listed companies are analyzed without regard to their specific shareholders and that the same rules are applied uniformly in every situation.

Buenaventura also recalled that if a single shareholder or a group holds more than 30 percent of a company or appoints more than half of the directors, the regulations require a takeover bid for the entire capital. SEPI, which has backing from the Basque defense group SAPA and the Amber investment fund, indicated that it cannot guarantee that such conditions are met. He added that while regulations are clear, practical cases can be complex. It would be imprudent to assert any consensus among shareholders with the information currently available.

No time to read?
Get a summary
Previous Article

Every mother remembers: memory, choice, and the right to autonomy

Next Article

{