The company needs to find five independents before October 30 to meet the standards of good corporate governance
The crisis unleashed on Indra's board with the departure of six independents in recent days is aggravated by the decision of Ignacio Martín San Vicente to also present his resignation as director on October 30. According to Indra in a statement sent to the National Securities Market Commission, the director has decided to leave the firm on that date to avoid the total blocking of the company, and give the current management time to form a new board and comply with good corporate governance standards.
The company began this process on Monday afternoon at a key meeting in which the first step was taken to search for new directors, with the appointment of the members and presidents of the different committees so that, "as soon as possible" the Board has at least 50% independent directors, preferably women.
After the rosary of departures in recent days, Indra's board has been practically empty, with only 8 members: the chairman of the board, Marc Murtra, Ignacio Mataix and Luis Abril as executives, Antonio Cuevas Delgado and Miguel Sebastián as proprietary and , finally, only two independents with Francisco Javier García Sanz and Martín San Vicente who, as indicated, will leave his post on October 30.
Martín's will be the seventh departure of an independent director in less than a week, after the dismissals of Alberto Terol, Ana de Pro, Enrique de Leyva, Carmen Aquerreta and the non-renewal of Isabel Torremocha at the last shareholders' meeting of the company. That Thursday, June 23, the Government, through SEPI and with the support of Sapa and the Ambar Capital fund (controlled by Joseph María Oughourlian, president of Prisa), took control of Indra's board after the appointment of Jokin Aperribay as proprietary and the vote for the dismissal of the directors mentioned. They were later joined by the resignation of Silvia Iranzo.
The situation has led to a strong reputational crisis for the company which, in its Tuesday statement to the CNMV, defends that it will "scrupulously" comply with the standards required by the code of good corporate governance. The president of the market supervisor, Rodrigo Buenaventura, has described these days the assault on Indra as "worrying", calling on the company to reestablish its number of independent directors as soon as possible.
In order to meet the requirements of good governance, and under its current composition, Indra should appoint four independent directors to reach at least six and reach 12 directors in total. However, a fifth name will have to join that search with the departure announced by Martín San Vicente for the end of October and that would leave Francisco Javier García Sanz as the only independent if the appointments do not take place.
According to the document sent to the CNMV, Martín has been appointed chairman of the appointments committee, with which he will be in charge of the selection process together with García Sanz and the advice of a specialized consultant so that "the Board has, with at least 50% independent, preferably women”, since the remaining 8 directors are all men.