The CNMV analyzes whether the movements on the Indra Board derive from a "possible concerted action"

Buenaventura (CNMV) encourages the company to do "well" the appointment of independent directors

BILBAO, 28 Jun. (EUROPA PRESS) -

The chairman of the CNMV, Rodrigo Buenaventura, has encouraged Indra to "do the right thing" in appointing the independent directors that it will have to appoint after the resignation of six of them in recent days and has insisted that they are going to analyze the movements in the Council in case "some element is derived in relation to a possible concerted action".

Buenaventura has made these demonstrations in Bilbao, where he has attended the 'Forum on the advantages of listing on the Stock Exchange', and has referred, to questions from journalists, to what happened at the Indra shareholders' meeting, after the decision of SEPI, SAPA and Amber to dismiss five independent directors of the company. A sixth director has subsequently presented his resignation.

In addition, he recalled that they had already announced that they were going to analyze the situation arising from the changes in the council and have requested information. "We will receive the additional information that we need and when we have that information, we will be able to form an opinion on the situation," she added, to specify that there are no "established deadlines" to conclude this process.

In any case, he has stated that it is "obvious" that what happened cannot be described as "an ideal scenario" and has stressed that he considered the situation "striking and worrying".

"Our positions are known and now what we have to do is analyze the data we obtain," said Buenaventura, who pointed out that they are not working with a "determined period" for the conclusion of the analysis, for which, he assured, work will be done "rigorously and without haste".

According to what he has stated, what they have conveyed is that they are going to analyze the movements in the Council in case "some element is derived in relation to a possible concerted action", but he has specified that he is not going to pronounce at this time on "if there is or it does not exist, if there are indications or there are no indications or what would be the consequences".

Buenaventura has insisted that he cannot make any assessment until he has all the information and has not offered details on "who they are asking or who is doing it" since there is, by law, a "duty of secrecy."

The president of the CNMV has recalled that the rule establishes that if one or more shareholders have more than 30% of the capital or appoint more than half of the directors, it is understood as a takeover and requires launching a takeover bid. "That is what the norm says. I am not ruling on the case because I cannot," he added.

In relation to independent directors, he stated that they are "essential" in a listed company and stressed that there are two "essential" elements: numbers and independent status.

In relation to the numbers, he said that the recommendation is 50% in this type of case and the quality of independence is determined by the Capital Companies Law "with a series of requirements". In this sense, he has assured that "it is always very important" that the independent directors are "genuinely independent and comply with all the regulations that the Law contemplates".

For this reason, he has stated that this process of appointing new independent directors is "particularly relevant" and, in this sense, has encouraged Indra to "do it well". "And he is already there. I can read up to that point," she indicated.

Buenaventura has recalled that the CNMV has, among its powers, to evaluate the qualification of the directors of listed companies and, when they have appreciated that a director did not meet the characteristics required by the standard, the company has been required to reclassify it. As he has pointed out, it has happened on numerous occasions, one of the last with a director appointed in Enagás.