The umpteenth ‘bobbin lace’ on the board of directors. Indra will have to make important adjustments again in the highest decision-making body if, as is foreseeable, it opens the door to the Amber Capital fund after exceeding the 7% threshold with the latest purchases. The options are limited: they go through reducing the number of proprietary and executives to maintain the balance with the independents or raising the maximum limit of seats to sixteen, against the recommendation of the Good Governance of the CNMV. The vehicle led by the also president and largest shareholder of Prisa has not yet formally requested the position.
Today, the board of the Spanish technology and defense company is made up of fourteen members after the expansion that was carried out at the last extraordinary general meeting founded in 2022. Until last Thursday there were seven independent fronts and two executive directors (the CEO and the person in charge of Minsait, Luis Abril), four proprietary (three by the State Company of Industrial Participations and one by Sapa) and one ‘Other External’. The latter is the non-executive president, Marc Murtra, who renounced his ‘super vote’ that allows voting to be settled as a gesture towards the CNMV after the shock experienced in the June assembly and which implied the departure of six of the seven independents.
That structure was disrupted after the sudden resignation of Axel Arendt, the only independent incorporated in October 2022 who came from the defense industry and who complains about the dismissal of Ignacio Mataix as well as the Appointments Committee. He dismissed it with immediate effect due to possible discrepancies with some of the decisions made, leaving a vacancy free at the gates of the general meeting. This would have to be restored by another independent. The problem is that the arrival of Oughourlian would upset that balance and with a solution that does not seem easy.
One of the keys that the company pointed out in the reconstruction of its board was the equality of independents compared to the rest of the directors. The CNMV Code of Good Governance requires that the former represent at least one third of the total. In Indra they wanted to raise that bar by half. In the event of having a representative of Amber Capital on the board, that distribution goes through a first option: the departure of one of the proprietary or executive, Luis Abril, to reduce the weight of this group. All of them have recently started mandates.
Among other alternatives is also retouching the total number of positions on the board of directors. In order for there to be parity between both parties, one more independent would have to be appointed, regardless of the one that fills the gap left by Arendt, and raise the maximum limit to sixteen. For this, the company’s Bylaws would have to be modified, which place that ceiling at fifteen. Beyond the legal process, this measure would go against the good governance recommendation of the CNMV. In the code established by the stock market regulator, it is fixed in that fortnight. Other companies such as Telefónica, Santander, BBVA, Repsol, Iberdrola, Inditex or Cellnex maintain this ceiling or are well below it.
To date, Oughourlian has yet to formally apply to the council for a seat. The logical thing is that he does it in the next few days for the meeting. As La Información advanced at the time, its objective was to be in the environment of 8% and have a place. What is evident is that it has gone ahead of the other industrial partner that had made a move in previous days. Escribano, the Spanish defense manufacturer, had proposed reaching that 10% to have a position in the decision-making body a few days ago.
The family business controlled by the Escribano brothers is not required to obtain authorization from the Council of Ministers to exceed 5%. This requirement is regulated by the regulations on foreign investment reflected in a decree of 1999 ensa Nacional (production of weapons, explosives or war material).
Oughourlian became the key partner for “cooperation”, in the words of the CNMV, showcased at the 2022 meeting that rocked the council. Amber Capital was the promoter during the assembly of the dismissal of four of the independents, with her former boss Alberto Terol at the helm. Sepi and Sapa backed the controversial measure that passed with a sufficient majority after the quorum adjustments. That “cooperation” was the prelude to the reconstruction of the council and the agreed departure of Ignacio Mataix. The investor of Armenian origin has repeatedly defended the spin-off of Minsait to focus on the defense business.
The deadlines are once again very tight in the Spanish group. The initial objective is for the general meeting to take place on June 30, although it has not been definitively set. For this appointment of Oughourlian to be ratified by the board, it will have to enter the agenda in the coming days. The company has to make the formal call one month in advance. There is always the possibility of making all these adjustments in the council in an extraordinary assembly beyond that date.
Everything occurs under the magnifying glass of the CNMV. The body chaired by Rodrigo Buenaventura closed the investigation into the company in December, concluding that there was no concertation, but warned it to maintain vigilance. In fact, the president himself insisted last March during his appearance in the Congress of Deputies that he was monitoring the dismissal of Mataix as CEO. “We want to continue monitoring, especially in what affects decision making,” he concluded.