CaixaBank will submit to its general meeting of shareholders the amendment of its bylaws to annul the condition that dictated that CriteriaCaixa should abstain from voting on the appointment of directors independent by co-option and that he could not oppose the appointments of directors proposed by the CaixaBank board at the shareholders’ meeting.
This was communicated this Friday to the National Securities Market Commission (CNMV), after this Monday the European Central Bank (ECB) gave its approval to nullify this condition after the merger with Bankia.
This limitation weighed on CriteriaCaixa since it showed its willingness to deconsolidated for prudential purposes by CaixaBank on May 26, 2016. In this case, the ECB established a series of deconsolidation conditions, among which was the following: “In the appointment of directors by co-option by the board itself, theCriteriaCaixa’s proprietary directors must only vote for the directors proposed by CriteriaCaixa, abstaining from others. In the appointments of directors by general meeting, CriteriaCaixa may not oppose the appointments proposed by the board ”.
Deconsolidation became effective on September 26, 2017. Since then, CriteriaCaixa’s proprietary directors have abstained from participating in the voting to appoint independent directors by co-option, as well as from proposing to the shareholders’ meeting the appointment of independent directors.
For the same condition, CriteriaCaixa has also not opposed the appointment of independent directors since then. proposed by the CaixaBank board of directors at the general shareholders’ meeting.
On the occasion of the merger with Bankia, CriteriaCaixa and CaixaBank sent a request to the ECB, which was answered last Monday. The supervisor has reported that it is not opposed to said deconsolidation condition, for which CriteriaCaixa cannot vote in the aforementioned cases, is without effect once CaixaBank and Bankia merge.
A 31% stake in Caixabank
Of course, the ECB has indicated that for it to be without effect the rest of the conditions must continue to be met established for the deconsolidation of Criteria and the entity’s participation in CaixaBank must be maintained at 31% of the share capital or less.
For this reason, CaixaBank has communicated to the CNMV that will initiate the formal procedures to submit to its general meeting of shareholders the modification of its bylaws to apply the changes and nullify the deconsolidation condition for which Criteria could not vote on the appointments of directors.