• 'The Ministry of Enagás': half of its council was high public office

The government's assault on the board of directors of Enagás has sparked criticism from small shareholders for the violation of several of the rules of good corporate governance recommended by the National Securities Market Commission (CNMV).

The financial supervisor yesterday avoided ruling on the appointments as new advisers to former ministers José Montilla and José Blanco, as well as to the energy academic Cristóbal Gallego , who is close to Podemos, but stresses that these will have to be valued by investors at the next meeting. of group shareholders and recommended "exercise extreme caution" with matters of corporate governance.

The leadership of the gas company headed by Antonio Llardén has just under a month to obtain the necessary support to achieve ratification of the agreements. In the documents sent to the CNMV itself, Enagás justifies the extension of the board of directors to 16 members - with an annual extra cost of 400,000 euros - and the incorporation of the new profiles for their "added value" in their fight against the coronavirus.

But this argument is insufficient in the eyes of Aemec , the main association of minority shareholders in Spain. "The appointments are not independent and do not comply with various corporate governance rules," explain platform sources. The organization denounces the “nothing in which the proposals have been carried out, remembering that it is not the first time that it has happened in Enagás. "There is no commitment to the rules of good government promoted by the government itself or the CNMV, such as limiting the number of directors to 15 or increasing the presence of women," they add.

One of the main breaches refers precisely to the category of "independent" with which the new directors arrive at the main management body of the company. This condition is fundamental in the proper development of the company, since it involves managers who, in theory, are outside the mandates of the executives who carry out the day-to-day running of the company and the proprietary directors who sit on the board in representation -and defense- of any shareholder.

Enagás made an internal effort to carry out the most scrupulous appointment process possible to avoid precisely accusations of plug. It was the appointments committee headed by former popular minister Ana Palacio that led the signings internally and contacted the three winners with the position. In addition, headhunter firm Seeliger and Conde were hired to verify whether the three candidates were eligible for council membership.

But the words of President Pedro Sánchez at a press conference last Sunday dynamited everything by ensuring that the signings were ratified by the council on the proposal of the Sepi, that is, one of its shareholders. «The appointments are not independent, and that goes against the rules of corporate governance. The minority shareholder is despised and we are going to report this to the CNMV and to Enagás 'own shareholders' meeting, ”they explain in Aemec.

In the association's opinion, this profile of directors should have “other external” status, which would limit their presence on a council where already half of the members were former senior public officials. "It is transferring a bad example and a bad message" to the market as it is one of the largest listed companies in the country, they conclude.

Particularly important will be the recommendation to vote issued by the large proxy advisors that advise institutional investors and investment funds. These work these weeks on their reports and will send them to their clients 15 days before the shareholders' meeting. The opinion of these organizations is key since they condition the vote of a large part of the shareholders.

Enagás stands out for the lack of large shareholders since the Law prevents holdings of more than 5%. In capital, in addition to the Spanish Industrial Participation Society (Sepi), the funds Bank of America (3.6%), Blackrock (3.2%), State Street Corporation (3%) and the richest Spanish stand out, Amancio Ortega.

The owner of Inditex tries to distance himself from the management of the group by considering his investment as a financial participation. That is why he has not asked for a chair on the board of directors and, except for surprise, it would be normal for him to delegate his vote to the group's management team.

In accordance with the criteria of The Trust Project

Know more

  • We can
  • Inditex Group
  • Spain
  • economy

Descaling COVID-19CEOE summons the business leadership to establish a road map against the "new reality" of the Government

Covid-19 Rent Strike to Resist Amidst Coronavirus Confinement

MacroeconomicsGaramendi: "The pact is irresponsible: it leads to removing the T from ERTE and moving to ERE"