April 15, 2021

Dia studies to claim the dismissed directors the return of their salaries

Dia studies to claim the dismissed directors the return of their salaries


MadridUpdated:

Neither day nor night. In the supermarket chain Dia almost nothing has been sleeping for months. Events are chained one after the other, and there is no time to focus on solving a single problem. This week, it seemed especially important. The board of directors, with the new CEO at the head, Borja de la Cierva, met to analyze and approve the accounts of the previous year and to approve the new business plan, called the "New Day". There was a certain sense of tranquility, because with the decisions taken, and after achieving a refinancing agreement with the creditor bank until May -conditioned, yes, to make a capital increase of 600 million-, it was beginning to see the light of day. end of the tunnel. Dead calm. Suddenly, he fell flat on reality: Opa al canto, that's "voluntary", from the chain's top shareholder, Russian tycoon Mikhail Fridman, which has 29.01% of the shares through the Letterone fund. An operation expected months and months ago, but not now.

But Dia's board decides not to alter its strategy despite Fridman's takeover and maintains its planned times. Yesterday, it was another key day. There was expectation to know the results of the 2018 financial year and the guidelines of the new strategic plan. But there was additional information that attracted more attention. In a very brief statement Dia confirmed that will report to the Office of the Prosecutor the accounts of two years ago, after the internal investigation (forensic) driven in recent months in order to «Clarify the facts that led to certain accounting adjustments in the 2017 accounts». "Once the investigation is completed" carried out by E & Y and as a result of this, "the company has proceeded to file a complaint with the Office of the Prosecutor continuing the exercise of diligence, responsibility and maximum transparency from the moment it became aware of the adjustments accountants ».

According to what ABC has learned, this investigation has resulted in indications of fraud in the management of the supermarket group in Spain and Brazil, and evidence would have been found that information was deliberately concealed from the board, auditor and shareholders.

In addition to the consequences that will be derived from the complaint before the Office of the Prosecutor, the new managers of Dia are analyzing the possibility of activating the «clawback» clauses (from reduction or reimbursement of remuneration paid for compliance with objectives or performance) to two of the directors dismissed last year, Ricardo Currás of Don Pablos and Antonio Coto Gutiérrez, after finding the evidence that confirms the fraud in his management.

We must remember that last October the company announced a profit cut in its results for 2017, a fact that triggered the current crisis. The most indicated were the two ex-board delegates dismissed last year, precisely Currás and Coto, the latter also responsible for the company in Brazil, and the former financial director, Amando Sánchez.

Well, both the annual report on Corporate Governance and the annual report on Remuneration of Directors, both of 2018, give the keys to what will happen to these executives. In the first one, Dia explains that "contractual agreements include a clause that allows the company to claim the reimbursement of the variable components of the remuneration when the payment has been adjusted to the performance conditions or when they have been paid according to data whose inaccuracy is accredited later ».

Therefore, in the second of its reports, in which it makes clear the remuneration of the directors, it ensures that "as of the date of preparation of this report, the Appointments and Remuneration Committee is analyzing, for its submission to the Board of Directors, the activation of the 'clawback' clauses on the different remuneration paid to the executive directors dismissed in 2018. The results of this analysis, together with the decision to be adopted by this Committee and the Board, will be communicated in due course in the Annual Report on Remuneration of Directors for the 2019 financial year. "

Currás, who resigned from his post last August, charged 2.56 million for his work and the compensation he received. An amount that caused the council almost double its remuneration last year, up to 3.9 million euros. However, Dia will try to recover part of his salary from Currás by means of a clause in his contract that allows «to claim the reimbursement when the payment has not been adjusted to the performance conditions or when they have been paid according to data whose inaccuracy is accredited with posteriority ».

Terrible results

Meanwhile, in the early morning, Dia presented yesterday the worst results in its history. The supermarket chain obtained losses of 352 million euros and is in a situation of technical bankruptcy after recording a negative net worth of 166 million and having another 92 million in negative equity. The group must now raise funds to reverse this limiting situation. In addition, the company's debt has increased by 50% in the last year, to 1,452 million euros.

The most immediate thing that will be undertaken will be the dismissal of up to 2,100 employees in Spain. According to ABC, the negotiations of this ERE will begin on February 18. The initial approach of the council is to get rid of some 600 stores that are not profitable for the company. In our country Dia has a total of 26,693 employees and 3,474 stores. The invoicing of these was not good in 2018, with a sales drop of 161.3 million euros. The other countries where the company operates -Portugal, Argentina and Brazil-, also recorded a drop in sales, although lower than in Spain.

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