The board of directors of Unicaja Foundation, the bank’s main shareholder with a 30.2% stake, began this Thursday a process to replace its four proprietary directors who sit on the bank’s governing body. Sources close to the institution confirmed to this newspaper that these four representatives, Juan Fraile, Petra Mateos-Aparicio, Teresa Sáez and Manuel Muela, have faced questions since Unicaja merged with Liberbank last year. Critics on the board say they aligned their votes with the so-called Asturian bloc led by the CEO, opposing the president’s positions. The friction includes comments from the Malaga-based executive Manuel Azuaga, who challenged their stance on several occasions.
The four executives set for replacement were recommended by Braulio Medel, former head of the Unicaja Foundation, and were re-elected at the bank’s shareholders meeting last March. Yet, after Medel’s departure as Foundation president and the arrival of José Manuel Domínguez in June, their status began to be questioned. In Domínguez’s first press conference as president, he pledged to defend the Foundation’s interests, including the special directors appointed to the bank and the Liberbank merger protocol. The weighted asset share was 60% for the former Asturian bank and 40% for the institution in Malaga.
Although the foundation’s assessment has not been made public, sources familiar with the matter describe a “loss of confidence” in recent weeks. Attempts to contact the managers were not successful, with the exception of Juan Fraile, who has maintained open communication and was the only one to publicly state his position regarding the Foundation.
This Thursday, the board of trustees authorized beginning the change process and tasked the bank with appointing new representatives to Unicaja Banco. This sets up a pivotal year as the financial institution readies itself for changes in leadership and governance ahead of a crucial deadline. By July 31, the board will decide whether the chairman, Manuel Azuaga, steps back from executive duties, and whether the CEO position held by Menéndez will be re-evaluated by the board.
The Foundation is expected to gather candidate profiles in the coming days and determine whether any exemptions should take effect before year-end. As reported by Efe, the Foundation relies on an appointment committee to assess the suitability of potential relocations. The committee includes Emilio Alba, Ángela Callejón, Pedro Fernández, Antonio Pascual and Ana María Salinas. At Unicaja Banco, this committee will be responsible for selecting new Foundation representatives.
Options to create change
Industry insiders told this paper that there are three possible pathways for management change. First, the four current special representatives could resign, which would open the door for substitutions; Fraile’s position could be made available temporarily. If this does not happen, the second option is for the Foundation to persuade the bank to hold a special extraordinary shareholders’ meeting to replace the current directors. The third path is to wait for the ordinary shareholders’ meeting in 2023, scheduled for spring, to raise the issue. In any scenario, any proposed new directors must first obtain approval from the European Central Bank, which conducts an audit process when new non-executive directors join financial institutions.”