Indra, NH And Unicaja Cases

CNMV Chairman Acknowledges Damage To Corporate Governance


F.R. “There have been spe­cific cases in the last year that have had a very ne­ga­tive im­pact on the per­cep­tion of the qua­lity of go­ver­nance of some large Spanish listed com­pa­nies. And I don’t want to beat around the bush: I am re­fe­rring, among ot­hers, to Indra, Unicaja and NH. With dif­fe­rent nuances and pe­cu­lia­ri­ties, these are cases where in­de­pen­dent di­rec­tors have been the ad­just­ment va­riable for sha­reholder chan­ges, changes in ma­na­ge­ment or dis­cre­pan­cies within the board,” said Rodrigo Buenaventura, chairman of the CNMV (Spain’s National Securities Market Commission), in his ope­ning speech at the 11th IESE, KPMG and El Mundo Directors’ Forum.

Despite this, Buenaventura added: “I don’t think there is any doubt about the CNMV’s determination to seek a safe environment for the exercise” of the independent director’s role in Spain, “but this safe environment does not always exist and this worries me and I think it should worry us all”.

The chairman of the CNMV explained that the independent director’s role must be taken care of in at least two complementary dimensions. The first is “from the moment of selection. This must be done with guarantees, avoiding the independent director being associated with any label or “belonging to someone”, and selecting people with the professional and personal qualities that allow them to carry out their functions of defending the company’s interests without being compromised by relations with shareholders, executives or the company itself”.

And the second of the dimensions for their care has to do with stability in office. “And here the picture is not so positive,” he said. “On the one hand, recent research we have published suggests that in Spain one of the most important statistical factors for the longevity (in office) of an independent director is whether he or she was appointed when the current or the previous CEO was in place. If it was before, their “life expectancy” in office is shorter than if they were appointed when the current CEO (or executive chairman) was already in office. This is not very encouraging about the real-world translation of the concept of independence,” he concluded.

At another point in his speech, Buenaventura expressed his support for the “stability” of the Spanish code of good governance, although “we must evaluate, calmly and without any haste, whether the CBG requires some kind of update, of “aggiornamento”, to guide Spanish listed companies” in the area of sustainability.

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