The Institute of Administrative Directors (IC-A) has asked the National Securities Market Commission (CNMV) to investigate whether the State Society of Industrial Participations (SEPI), Criteriacaixa and the Saudi STC operator are obliged to launch a public acquisition offer (OPA) on 100% of the teleco.
The institution, which has stressed that it does not make statements about events in the stock market “Except in exceptional situations or of utmost gravity”He explained that the transfer of this request to the CNMV is produced within the frame January.
«The IC-A considers that the CNMV must analyze whether the cessation of the executive president of Telefónica (Álvarez-Pallete), as a consequence of the joint action of the three reference shareholders of the company (in reference to the SEPI, STC and Criteriacaixa ) and the immediate appointment of its substitute (Marc Murtra), also promoted by the same shareholders, it is an action that involves a concerted action aimed at obtaining the control of the company, which would lead to the obligation to make a public acquisition offer (OPA) for 100% of the actions of the actions of the Society (Telefónica) «, says the entity in a statement.
In this context, it should be remembered that the Government has a 10% of Telefónicawhile criteriacaixa has 9.99% and STC holds 9.97%, although the Saudi Teleco – without presence still in the Board of Directors of the company – only has 4.9% of the company directly And the rest of his participation is structured through financial derivatives, which has not yet made effective.
The IC-A, which is an independent association composed of directors and administrators of Spanish companies, stands out in its request that since the reform of the Securities Market Law in 2023 it has been clarified that the control of a company can be achieved “through of pacts of another nature », beyond the classic agreements between shareholders.
«In this regard, and according to the criteria of the ‘White List’ of the ‘European Securities and Market Authority’ (ESMA) used by the CNMV previously in similar cases, it should be analyzed the existing indications to elucidate whether the performance Shareholders’ joint supposes a cooperation to obtain control of society and, therefore, a relevant concerted action for the purposes of the OPA obligation or a mere punctual performance, “he has detailed.
The entity has stressed that the CNMV must investigate whether “as published in some means of communication,” there was previously the replacement of Álvarez-Pallete, “a situation of controversy or strategy blocking within the Council (of Telefónica administration) that would have been resolved by that substitution, imposing a new policy regarding the management or strategy of the company.
It also urges the CNMV to analyze the consequence of the shareholders being able to cooperate, “not only in the promotion of Álvarez-Pallete, but also in the immediate appointment of Marc Murtra, as well as if the arrival of the former director of Indra To the presidency of Telefónica “It leads to a modification of powers’ balance” In the Board of Directors of the Company.
Beyond the request to the CNMV, the institution also advocates that the necessary modifications of the Corporate Governance Code are made for the quoted companies in order to regulate the appointment and the cessation of counselors.
«Decisions on cessations or appointments of counselors should correspond to the General Meeting of Shareholders, avoiding the practice of co -optationexcept in emergency situations, and the corresponding recommendation should be established in this regard, “he has defended.
It has also requested that the necessary legislative modifications be made to regulate the appointment and cessation of independent directors in the contributed companies, so that the ‘freefloat’ participates in these processes.
Ask to exemplarity to the government
On the other hand, the IC-A has asked the Executive “exemplary” in its way of acting as a shareholder in traded companies.
«The IC-A asks the Government to give the precise indications for the Administration, as a shareholder in traded companies, to be an example to follow for other traded companies and civil society. This implies ensuring that the appointed administrators have the necessary capacities and professionalism, instead of appointing as administrators simply by political affinity «, He has argued the institution.
«Good corporate governance is applicable to all shareholders, including administration when it acts as a shareholder. Therefore, the Government, as the Supreme Body of the Administration, in such an action, must behave in an exemplary and independent way following criteria of legality, neutrality, efficiency, efficiency and good corporate governance, ”he added.
Second time Murtra faces a similar request
This will be the second time that Marc Murtra faces a request for this type by the IC-A, since in 2022, just over a year after his arrival at the Presidency of Indra, the institute also made a similar application .
In this case, the IC-A application was produced following a General Meeting of Shareholders of Indra held in June 2022 in which the cessation of four members of the Council and the non-renewal of another was undertaken, which motivated the Silvia Aranzo resignation, who was disagreement of those decisions.
In this way, Indra -of which currently The State has 28% through the sepi-– almost half of the 13 vowels renewed in 2022 that then composed their board of directors.
After this situation, the IC-A demanded that the SEPI and the other two shareholders that they would have allegedly acted in the aforementioned General Meeting of Shareholders-Sopa Placencia and Amber Capital– The launch of an OPA on 100% of the company.
#Institute #Administrators #asks #CNMV #evaluate #pallet #cessation #concerted #action #reminds #government #exemplary
