The replacement of José Álvarez-Pallete as president of Telefónica by Marc Murtra last Saturday plus the confirmation that the Arabs of STC already have 9.97% of the operator and have asked to have a member on the board, opens … the melon for a profound renovation of the highest government body that reflects the new shareholder structure. A reform that, according to sources close to the new board, will take into account the balance of powers of the reference shareholders and the criteria of good corporate governance, such as the presence of women and independent directors.
The council now has the power to call an extraordinary meetingnot only to endorse Murtra’s appointment since it could take advantage of the meeting to submit all the changes – president and new directors – at once to a vote of its shareholders.
Currently, the State Society of Industrial Participations (SEPI), which since last May 8 has had a representative on the council (the personal friend of President Pedro Sánchez, Carlos Ocaña), intends to ask for another advisor. However, this request would open the door for both STC and Criteria Caixa, which have a participation similar to that of SEPI, close to 10%, to also ask to have two members.
Today, only five of the 15 council seats (currently there are only 14 due to the death of Javier Echenique last December) it is occupied by women, which represents 33% instead of the 40% contemplated in the Good Governance Code and which will be mandatory for Ibex-35 companies. when the Parity Law comes into force on June 30. That is, to comply with the law it would be necessary to incorporate one more director, up to six.
Financial sources consulted explain that if SEPI finally claims two seats, the Saudis will have the option of requesting one more representative, but everything seems to indicate that they will be menso the State or Criteria should appoint a woman as second director, or force the replacement of one of the independent directors with a female director, covering, for example, Echenique’s vacancy. For months, rumors have pointed to Carme Artigas, as this newspaper reported.
The complicated part comes with the obligation to have 50% independents sitting on the board. In telecom, there are currently eight independent directors, but if SEPI, STC and Criteria Caixa increase their proprietary representatives to two, the balance would be broken because, together with the BBVA director (José María Abril), there would be seven proprietary directors, plus the two executive directors ( Murtra and the CEO that he appoints in the foreseeable replacement in the position currently held by Ángel Vilá) which would make that half of independents impossible. With the addition that except for Francisco Riberas, whose mandate expires in 2025, the rest of the independents do not end at least until 2026. The other option, which Telefónica’s bylaws allow, is to expand the board, with a maximum of up to 20 members.
Telefónica shareholders
Telefónica shareholders
In all this chaos, in addition, in the pools for a possible departure from the council to make room for STC and improve compliance with the supervisor’s recommendations, there have also been, at times, Javier de Paz and BBVA’s proprietary director, José María Abril.
Meanwhile, sources consulted by ABC focus on whoever could be the first representative of STC on the board of Telefónica: José del Valle, former Telefónica employee and today a member of the Saudi company’s management team. Del Valle is the Head of strategic projects of the Executive Management Committee of STC, where he has worked for five years and one month, after having worked for 17 years at Telefónica
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