Indra faces a serious governance problem in the more than likely event that the EM&E group (Escribano Mechanical & Engineering) asks for a second director in the technology company, a representation to which it is entitled as it owns 14.3% of the capital. of the company. In this scenario, the multinational should consider the departure of historical members, such as the proprietary directors of Amber Capital (Pablo Jiménez de Parga) and Sapa (Jokin Aperribay), as well as one of the executives (Luis Abril).
The decision to request a second EM&E director at Indra has not yet been made, according to the company. However, with arithmetic criteria, nothing would prevent it from doing so, as recognized by the Alcalaina company. Presumably, the execution of this EM&E power would sit with Ángel Escribano, current president of the company whose control he shares with his brother Javier.
Among other consequences, this move will shake the structure of an already unbalanced council from a governance point of view. Without a profound restructuring of the council, a second member of Escribano would form a governing body very far from the recommendations of the CNMV. Specifically, it would be an organization with 17 members (two more than recommended)with seven independent directors (two less than those required to reach 50%), as well as seven proprietary directors and three executive directors.
The latest breach of the CNMV’s recommendations occurred last summer with the entry of Javier Escribano into the board of Indra, as a proprietary director and replacing the independent Elena García Armada. At the last Indra shareholder meeting, held on June 27, García Armada voluntarily resigned from the board, which also broke the desirable gender balance, recommended at 40% of the total. At first glance, the current female percentage of 29% on Indra’s board would not be corrected with the entry of Ángel Escribano. Since that moment, Indra’s board has 6 independent members out of a total of 16 members, with five women and 11 men..
On the occasion of last summer’s chair dance, Indra already specified that said restructuring had “a temporary nature”, to accommodate a significant shareholder with the right to do so, and “transitional, given that it must adapt and restore balance as progress is made.” in? the Strategic Plan”. Since then, the multinational has not responded to the CNMV’s suggestions despite having confirmed both “its commitment to good corporate governance” and its willingness to “have a board whose composition and structure complies with the recommendations and principles of the Good Governance Code of listed firms”.
Furthermore, if the departure of members does not occur, Indra’s board would be made up of 17 members, of which there are three executives (Marc Murtra, José Vicente de los Mozos and Luis Abril), seven proprietary members (Antonio Cuevas, Juan Moscoso and Miguel Sebastián, all of them for Sepi), along with Jokin Aperribay, from SAPA; Pablo Jiménez de Parga, from Amber; Javier and Ángel Escribano, for EM&E; and seven independents: Virginia Arce, Belén Amatriain, Coloma Armero, Francisco Javier García, Olga San Jacinto, Ángeles Santamaría and Bernardo Villazán. Indra’s capital is made up of Sepi (28%), EM&E (14.3%), Sapa (7.9%), Amber (7.24%), while the remaining 42.52% corresponds to other shareholders.
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