Bankia informed the CNMV on Friday of an agreement on the management of the participation of the Fund for Orderly Bank Restructuring (FROB), the largest shareholder with 61.385% of the capital through BFA, the bank's parent company. The purpose of the FROB is not to participate in the management of Bankia, so that there will not be any director appointed by him. But it will remain informed almost as if it were in the highest administrative body thanks to a special agreement and unprecedented in the Spanish stock market, but similar to the one that ABN Amro has with the Dutch State since 2015.
The CNMV has blessed the pact, which implies that the FROB may receive privileged information: data of a specific nature that, if made public, could significantly influence its quotation. The European regulation on market abuse specifies that a disclosure of information will not be unlawful if it occurs "in the normal exercise of their work, profession or duties". It is understood that the latter occurs in the relationship between the FROB and Bankia.
The FROB commits itself in the protocol to guarantee the "adequate treatment and use of the information it accesses (…), so that it will always be carried out in a manner compatible with the necessary confidentiality and safeguarding of contents required by the legal order and, in particular, the rules of market abuse ". Sources of the CNMV recognize that this is an "exceptional" case and clarify that they will monitor compliance with the regulations. That is, the FROB will not be able to use the confidential information to execute the privatization of the entity. The situation, in practice, is the same as that which occurs when a significant shareholder of a listed company that is present in the board makes a placement of shares.
Bankia will provide the FROB with the monthly monitoring of the budget, the budget for the following fiscal year and the summary of the most significant activity of the board of directors, among other information to which the rest of the shareholders will not have the same access. You will also be informed, among other matters, of the approval of new strategic plans or their significant updates.
The legislation indicates that any listed bank "will make public, as soon as possible, the privileged information that concerns him directly." Although there are exceptions: that the immediate dissemination harms the issuer, that the delay can not lead to confusion and that the confidentiality of the information can be guaranteed. All must be fulfilled.
Sources close to Bankia clarify that most of the information they will receive will be of a regulatory nature and that the unit that informs the BCE of the consolidated group is BFA, wholly owned by the FROB, which also sits on its board. That is, you have access to all that information. These sources add that there is a very small part of the information that is only in Bankia. And they add that what is being done is to formalize a practice that was already being done.
From the bank it is considered that the fact that the board is controlled by independents favors the minority, and it is positively valued that the State does not have directors and that the professional management of the entity is respected.