Link Securities | Conflicts of interest arising from Indra’s possible purchase of Escribano were the focus of a Board of Directors meeting lasting more than four hours, which ended with the departure of an independent director, Ángeles Santamaría, who had expressed her reservations about the operation and resigned yesterday for ‘personal reasons’. Santamaría, who did not attend the meeting, has recently been appointed director of Mapfre.
At the meeting, it was unanimously agreed to create a committee made up of independent members to ‘analyse any transaction that may involve a conflict of interest’, thus highlighting the independent directors’ greater concern about the possible agreement. The meeting was held without the presence of Ángel Escribano and Javier Escribano, chairman and director of Indra and its second largest shareholder, who are also the owners of the company to be acquired, which has sparked controversy and doubts within the board and among minority shareholders and Sapa, which owns 8% of the shares. The result gives greater control to the independents over the future operation, which will be discussed again at the next Board meeting, unless extraordinary meetings are called, on 23 July to approve the accounts, but it ends with the departure of another critical independent director who also had weight in the body, as she was on the Executive Committee.
Her replacement and the members of the committee must also be addressed in the near future, as well as other important decisions for the Board, such as its possible reduction to 15 members following this resignation and the turbulent departure of Luis Abril, former CEO of Minsait. The creation of the committee paves the way for preventing possible legal disputes if the purchase goes ahead, which, although delayed, seems to be moving forward with less turbulence at the top of the company. However, questions remain as to whether any of the directors who have publicly criticised the operation will join the committee.