MADRID, 23 Dic. (EUROPA PRESS) -
The Council of the National Securities Market Commission (CNMV) has unanimously agreed to close the proceedings initiated on the Indra meeting held last June after appreciating that there are not "sufficient indications" of a concerted action to take control of the company.
This decision, he explains, is adopted without prejudice to the eventual reopening of the investigation "in light of possible new facts derived from future shareholding, governance and decision-making changes in Indra".
Given the singularity of the case and the state nature of one of the shareholders, the president of the CNMV will notify the Economic Affairs Commission of Congress of his willingness to appear, if said Commission deems it appropriate, to explain the circumstances and grounds on which on which the body's decision was based.
According to the CNMV, from the investigation carried out, "it has been proven that the shareholders SEPI, SAPA and Amber "cooperated to carry out the dismissals" in Indra, "with the active participation of the president of Indra", with whom several of the directors dismissed had maintained persistent discrepancies in terms of governance since their appointment.
However, the agency specifies that, even if such cooperation exists, "at this time there are not enough indications that allow us to consider said agreement as a concerted action to control Indra's management."
Additionally, the CNMV considers that "there is no evidence" that there has been a change in the majority of the Indra Board, regardless of the appointment of proprietary directors derived from the subsequent acquisitions of two of the three shareholders.
The analysis carried out, he emphasizes, does not allow us to conclude that none of the three shareholders has achieved a controlling stake through the appointment of directors in Indra.
With regard to the possible violation of the corporate governance regulations contained in the Capital Companies Law (LSC) or the non-observance of the CBG's recommendations, the CNMV "does not identify specific precepts that have been contravened".
Although it does not contravene current regulations that regulate the powers of the shareholders' meeting on the dismissal of directors, "this episode is totally far from the standards expected of a listed company," says the CNMV.
In this sense, the CNMV will propose legislative measures and will address modifications in the corporate governance recommendations to prevent "the repetition of similar episodes from undermining the soundness of the corporate governance of Spanish listed companies."