The National Securities Market Commission (CNMV) has ruled out that there was agreement between shareholders in the takeover of Indra but points out that it was done outside “the standards of a listed company”, so it will take measures so that episodes like this do not happen again.
Last October, the technology company agreed to the appointment of seven directors who ceased last June following the proposal of the representative of the Amber Capital group -fund controlled by Joseph Oughourlian, president of Prisa-, six independents and one dominical, to relieve those dismissed in June, who represented 50% of its board of directors.
In a note, the stock market supervisor explains that it has carried out an analysis of the operation, after which it has concluded that although it does not contravene current regulations, “this episode is totally far from the standards expected of a listed company”.
Although the investigation has found “indications of concertation”, there are also others that indicate that there was not, so “it cannot be concluded that these elements clearly point to a situation of cooperation between shareholders to obtain control”.
Disagreements over governance in its collegiate bodies must be resolved without curtailing the continuity of independent directors, adds the CNMV, whose mission is to ensure the interests of all shareholders, especially minority shareholders.
Therefore, the CNMV will propose “legislative measures” and address modifications in the corporate governance recommendations to prevent the repetition of similar episodes from undermining the soundness of the corporate governance of Spanish listed companies.
In addition, the president of the body, Rodrigo Buenaventura, will request to appear voluntarily in the Congress of Deputies to explain the circumstances and the grounds on which the CNMV’s decision has been based.
