CNMV describes the dismissal of Indra directors as "striking and worrying" and will request more information

SANTANDER, 24 Jun. (EUROPA PRESS) -

The president of the National Securities Market Commission (CNMV), Rodrigo Buenaventura, has described as "striking" and "worrying" the decision of the State Industrial Participation Company (SEPI), SAPA and Amber to dismiss five independent directors of Indra and thus favor control of the company by the public holding company.

This was stated this Friday at the XXXIX APIE Seminar 'Sustainability and digitization: the levers of recovery', after SEPI, SAPA Placencia and Amber Capital turned Indra's board upside down after appointing Jokin Aperribay as director Sunday by the Basque group, promote the dismissal of four independent directors and not re-elect Isabel Torremocha, also independent, at yesterday's shareholders' meeting.

Buenaventura has recalled that the companies are sovereign for the dismissal or appointment of directors and the shareholders' meetings have the capacity to decide on these matters, although he has stressed that the principle of sovereignty and democratic decision in the board is not the only one that applies to the best corporate governance practices, but another series of elements and counterweights are needed, such as the presence of independent directors, whose figure is "essential" insofar as they look after the corporate interest and that of the minority shareholders.

"From this perspective, sufficient quality in the field of attention of the independent directors of listed companies must be pampered as an essential element of the quality of good governance", he pointed out.

In this context, the president of the CNMV has recognized that the decisions of the Indra board, which have led to the departure of five independent directors (some of them unforeseen), is a "striking" fact that he has described as "worrying" , in the sense that "it can jeopardize that quality of good governance" to which the CNMV aspires.

As confirmed by the market supervisor, without referring specifically to Indra, Spanish regulations provide that if a shareholder, individually or jointly, has more than 30% of a listed company or appoints more than half of the directors, that is understood as a takeover and requires the launch of a public offer for the acquisition of shares (OPA).

Buenaventura did not want to comment on whether there is a shareholder agreement in Indra's case, given that the body still does not have enough information. In any case, he has assured that the CNMV has contacted the company and will require more information during the day this Friday.

The president of the CNMV has assured that the supervisory body will analyze how the situation evolves in the coming days and how Indra recomposes the percentage of independent directors on its board of directors.

In addition, it has shown its confidence that the company will apply recommendation number 24 of the CNMV's Code of Good Governance, which recommends that, in the event of supervening or unforeseen dismissals of independent directors during a shareholders' meeting, these directors transfer to the listed companies their opinion on the context and the reasons for the cessation that they have experienced and that the companies make this information available to the shareholders, as soon as possible.

"To the extent that Indra is a company that, according to its annual corporate governance report, declares that it complies with that same recommendation, I have no doubt that it will proceed to make available to shareholders any communication from independent directors to the greatest as soon as possible and we, as the CNMV, will try to ensure that this happens if the communications take place", stated Buenaventura.