The National Securities Market Commission (CNMV) has recognized that the dismissal of five independent directors in Indra, voted at the board of directors this Thursday, is "worrying". "The decisions of the board that involves the departure of five independents, some of them unforeseen, is a striking fact and that I would describe as worrying, in the sense that it could jeopardize the quality of good governance that we all expect", has insured Rodrigo Buenaventura, president of the supervisor.
Buenaventura has defended that it is necessary to analyze "how it evolves in the coming days and how the percentage of independent directors is recomposed". "We will require more information today," he assured. Independent directors are those representatives who do not belong to the majority shareholders and who, in theory, must defend the interests of the minority shareholders.
The chairman of the CNMV has recalled that Indra has committed to the principles of good corporate governance, modified in 2020, and that among other things includes certain obligations in the event of the dismissal of independent directors. These directors, once dismissed, must convey to the company the comments they consider appropriate regarding their dismissal and the listed company must share it with investors. Buenaventura has trusted that Indra meets this requirement. "To the extent that Indra is a company that declares that it complies with this recommendation, I have no doubt that it will make the opinions of these directors available to shareholders," he emphasized.
The State Industrial Participation Company (SEPI), the company's main shareholder, SAPA Placencia and Amber Capital - Prisa's main shareholder - took control of Indra's board this Thursday after appointing Jokin Aperribay as proprietary director for the Basque group and promote the dismissal of five independent directors at the shareholders' meeting this Thursday.
A representative of Amber Capital, which has just over 4% of Indra and is the largest shareholder of Prisa, made a request during the interventions to introduce an item off the agenda of the meeting with the aim of dismissing Alberto Terol, Carmen Aquerreta, Ana de Pro and Enrique de Leyva.
Alberto Terol and Enrique de Leyva took the floor to consider that the decision "will seriously damage" the company. Although he was dismissed this Thursday, Alberto Terol lost his status as director on Friday since he had completed his mandate. Enrique de Leyva has pointed out during the Meeting that it was he who did not want to continue in the company.