The president of the National Securities Market Commission (CNMV), Rodrigo Buenaventura, has given a slap on the wrist to Indra, NH and Unicaja for the barrage of dismissals of independent directors in their governing bodies during their intervention in the XI Director’s Forumorganized by KPMG together with IESE and EL MUNDO.
In the case of Indra, at the June 2022 meeting there was a termination of four independent directors outside the agenda of the call and proposed by the fund Amber Capitala coup that had the support of the other two reference shareholders, the state company Quiet and defense company Sapa.
More recently has been the case of NH, where last May the Board’s discrepancies with the group’s main shareholder, who tried to evade the obligation to launch a takeover bid in an attempt to strengthen his control over the company, resulted in his resignation. of its three independent members. Finally, the internal war for control of Unicaja Banco, for its part, has resulted in a cascade of independent resignations that has left the proportion of these in the bank’s governing body at only two out of twelve, well below the good governance recommendations of the CNMV.
Buenaventura has alluded to these three examples to stress that Spain needs a regulatory change that shields independent directorsa key figure in safeguarding the interests of minority shareholders: “The work of independent directors is too serious to be taken as a joke”. The president of the stock market supervisor recalled that the CNMV already transferred to the Government at the end of last year a proposal to increase the protection of these members on the boards of listed companies and has anticipated that it will be a pending task for the Government that is formed after the next elections.
“The independent director is especially relevant for the building of good governance to work, but there is not always a safe environment so that it can perform its function. That worries me and it should worry us all,” Buenaventura denounced.