Indra will appoint the independents at the general meeting in a nod to the CNMV

Indra is heading towards the ‘safe harbor’ with the National Securities Market Commission (CNMV). The company’s board, in which there are only two independent directors, has approved that the proposals for appointments of independents for the restoration of the corporate governance structure submit to an extraordinary general meeting that will be convened in the coming weeks. It will be done when Korn Ferry, the specialized consultant that will advise the Appointments Commission, does all the recruitment work.

The semi-public technology and defense company continues to wink at the regulator in full review of the potential agreement between Sapa, Sepi and Amber Capital for the dismissal of up to 4 independent directors. Wednesday’s tip has ratified the contracting of the consultant. In the relevant event, he insists that the process “will be led by the current independent directors.” The Commission is chaired by Ignacio Martín, who has submitted his resignation on a deferred basis until the entire replacement in the decision-making body is made effective.

After this work to elect the candidates, they will be ratified in a meeting general extraordinary that will be set later. Logically it should be before next October 31, date on which Ignacio Martín would leave the company. to this meeting it will also be proposed to set the number of members of the decision-making body at 14, with the purpose that the independents represent just half of the members. That assembly will also ratify the elimination of the casting vote of the president, Marc Murtra, something that will be eliminated from the Articles of Association and the regulations of the board.

This number of directors that will be set at the meeting means that a total of six independents have to be signed, after the departure of Martín and the maintenance of Francisco Javier García, former president of Seat. Given the current distribution, the vast majority should be women to comply with the recommendations on gender diversity. To this day there is no female member in the organ.

Amber opted for an extraordinary meeting

The fixing of an extraordinary meeting was already raised by Amber Capital in the speech during general meeting of last June 23. The fund founded and directed by Joseph Oughourlian defended that it would have to be this assembly that supported the new appointments after the dismissal proposals that it put on the table.

The company defends that the division between Murtra as a non-executive and the CEO, as the main executive, will be consolidated

On the other hand, the company insists that in this new stage it will consolidate the division between the role of non-executive chairman and the main executive of the company (the CEO) and the relevance of the coordinating independent director will be “promoted”. This division of powers would be similar to what is experienced in other listed companies such as Repsol or Caixabank. In this case, Marc Murtra would have delegated relevant functions at a more institutional level.

It remains to be seen if he will remain in that position of CEO Ignatius Mataixwhose exit has been shuffling during the last months in the company. It must be remembered that the manager sent a letter last Monday to try to calm the staff’s spirits in this situation. In a particularly institutional role, he placed as one of the pillars of the company the “unwavering commitment” to establish a “stable” government. He assumed an official role and pointed out that the good economic figures registered by the group in recent quarters place them in an “unprecedented situation” to undertake investments.

All these movements executed at the corporate governance level are continuous nods to the CNMV in an attempt to find a ‘safe harbor’, as La Información advanced, to avoid launching a Public Acquisition Offer (OPA) on 100% of the shares. From the semi-public company they have held meetings at the highest level with the CNMV to find precisely that safe harbor, according to knowledgeable sources.