Indra, a state-owned company, has moved to finalize an impeachment process and a controversial reshuffle in its board that reshapes the parliament and the executive structure. The last-minute agreement eliminates internal resistance within the board, balancing independents, executives, and private sector voices. The result is a critical barrier to a full state takeover, keeping the state from controlling 28 percent of the capital and delaying a mandatory 100 percent offer. With this shift, Indra can focus on a new strategic plan aimed at establishing itself as a national champion and a significant actor in Europe’s defense industry. On June 30, the board is expected to propose Pablo Jiménez de Parga, secretary of the Prisa board, as a special director representing Amber Capital. Also proposed are María Ángeles Santamaría Martín and Elena García Armada as independent directors. As a result, the share of women on Indra’s board would rise to 37.5 percent.
Elena García Armada, from Valladolid, is a Spanish industrial engineer who founded Marsi Bionics and serves as its chairman. Marsi Bionics originated as a CSIC spin-off. María Ángeles Santamaría Martín, also an industrial engineer, is the former CEO of Iberdrola.
Indra has also decided to broaden its board to accommodate an Amber Capital representative, led by Joseph Ourghulian, the chairman and major shareholder of Grupo Prisa, which owns more than 7 percent (7.2 percent) and will replace German Axel Arendt. Arendt resigned last week after José Vicente de los Mozos was appointed as the new CEO. Arendt’s departure created tension for Indra, which viewed de los Mozos’s appointment as driven by urgent considerations. Arendt’s seat on the board had been a key independent position; maintaining a balance of independents is a central governance goal, and a 50 percent independent composition has been cited as a best-practice benchmark. The departure affects the likelihood that Sepi, the State-owned company Sociedad Estatal de Participaciones Industriales, would be compelled by the CNMV to launch a full takeover if independent directors were not preserved. The CNMV’s scrutiny focused on whether concerted actions by shareholders holding more than 30 percent of the capital might alter board balance or strategic direction. If confirmed, such actions could have triggered a 100 percent takeover bid. The board’s composition, with half of its directors independent, aligns with governance guidance and the long-standing agreement among Indra’s directors from the prior year.
These governance changes enable Indra’s non-executive chairman, Marc Murtra, who holds 28 percent of the capital via Sepi, to consolidate control. To preserve this influence, the chairman supports alliances with like-minded partners to avoid scenarios that could force a state-mandated 100 percent takeover. The Amber Capital stake has risen to 7.2 percent and could extend to 10 percent. At the same time, Sapa, the Basque firm, has increased its stake from 5 percent to 8 percent, with potential expansion up to 10 percent. Escribano, the Madrid-based company, has also seen its stake grow in parallel. These moves are framed as a prudent strategy to maintain governance stability and prevent destabilizing external pressure while still pursuing strategic expansion.
Indra is a national champion
Over the past several months, Indra has faced a flurry of leadership and strategic changes. Marc Murtra’s appointment as president two years ago sparked debate, but the ensuing strategic realignment is designed to position Indra as a national champion with a robust European defense footprint. The changes have included a significant reshaping of the shareholding, which led to the exit of senior executives who previously played key roles in the European defense arena and who did not participate in the new strategic direction. The departure also included the voluntary farewell of former CEO Ignacio Mataix. Despite the upheaval, the market appears to have supported the company’s new path, with the stock gaining substantial value since Mur Tra’s arrival. Indra’s market capitalization recently surpassed the two-billion-euro mark, a figure that places it behind other European national champions but still underlines its growth trajectory and strategic ambition.
Analysts note that the consolidation of control, improved governance, and strategic pivot toward defense technologies could help Indra become a leading national champion and a significant European defender. The company continues to emphasize a strategy oriented toward long-term value creation for shareholders, supported by a governance framework that seeks to balance state interests, independent oversight, and private investment. This balance remains a recurring theme in discussions about Indra’s governance and future expansion, especially given the dynamic nature of the defense sector and the evolving role of state participation in large industrial groups.
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