Indra, Cellnex, Unicaja, NH... power war at the top: "We have to talk about our CEO"

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• CÉSAR URRUTIA

  @cesarurrutiasj

  MADRID

Updated Sunday,28May2023-02:27

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The leaders of Spanish listed companies are living in times of change. The exit from the pandemic, pressure from investors and more demanding regulation have accelerated the expected replacement of dozens of top executives. The all-powerful figure of the CEO has been challenged from the main governing body of companies, the board of directors.

In the struggle between executives, directors and investors for control of companies there are casualties on all sides. Although.

e The rules are very clear, the latest cases are pushing regulation to the limit.

The independent director of a recently dismissed listed company sues.

Conflicting cases are in the minority. The usual thing is a planned and agreed succession in which the process is carried out in a regulated and professional manner. But companies like

They will have to explain to their shareholders in the general meetings that will be held in a few weeks unorthodox processes. Others, such as

may choose to override the tensions that shake their governing bodies, while a third, as is the case of IAG with

, may present them as a natural relay, even if it occurs in the process of absorption of

In total, in the last four years, a third of Spanish listed companies have relieved their CEOs, according to a report by the consultancy

. This is a faster pace than usual in a country where top executives tend to occupy their position for an average of 12 years and the fact is that the crisis that supposes

: Alan Jope (CEO of

, 2019-2023), Bob Chapek (

, 2020-2022), Martina Metz (

, 2019-2023) or Herbert Diess (

, 2018-2022) are very notorious cases for the scale of the companies they directed as well as for the unexpected of their departure.

"The processes that are taking place in the US and Europe have also reached Spain and each time the decalaje is decalaje", explains

Business School. Canals, author of the book Transformarse para pedurar: Boards of directors and governance of the company in times of disruptive changes, indicates that the erosion of the granite CEO arrived in Spain with the financial crisis of the hand of more involved boards of directors, with a greater effect on the largest listed companies and less on family companies.

However, if the strength of a chief executive is measured by the time of his mandate, it must be said that Spaniards last in his office three times longer than in the United States and 40% longer than in Europe, on average.

RELAYS PLAYED AT THE TOP OF GRIFOLS' LISTED COMPANIES. Thomas Glanzmann is the new CEO of Grifols following the dismissal of co-CEOs Victor and Raimon Grifols. Manuel Menéndez's position is at the centre of two blocs facing each other for control of the CELLNEX entity. Since March, Anne Bouverot has been president of one of the companies most destabilized by changes in corporate governance. INDRA. Jose Vicente de los Mozos replaces Carlos Mataix as CEO in the company that has experienced the most layoffs on its board. NH HOTELS. Alfredo Fernández Agrás has been abruptly dismissed as president of the hotel chain. CNMV. Rodrigo Buenaventura chairs the regulator, more concerned about the turnover of directors than CEOs.

In the Spanish listed companies, the

She is between 50 and 60 years old, is mostly Spanish and has reached her position by internal promotion. He has international experience, speaks fluent English and has frequently developed his career in more than one sector. Overwhelmingly majority, he is male.

"There is no common pattern that explains the changes, each company makes them according to their situation and their business, but it can be said that, in general,

in the supervision of the management committees", explains a consultant who knows the ins and outs of numerous Ibex companies.

What has changed so that the discreet and elevated boards of directors move into CEO territory? Going into oversight of the decisions of the chief executive and his team can be conflicting but, in the opinion of

Professor of Commercial Law at the Autonomous University of Madrid and researcher in corporate governance for bodies such as the National Securities Market Commission (

) is what is happening with the growing presence of independent directors at the top of companies.

Sometimes, changes in policy take time to take shape and in the case of policy within companies, too. The outbreak of the crisis of

At the end of the first decade of the century it led to tightening regulation on the governance of companies in the second decade. In Spain, the Capital Companies Law of 2014 made the presence of

. It also limited the power of proprietary directors – appointed by the reference partners – and executives by imposing independents on audit, remuneration and appointments committees. "That raised the demands on boards of directors vis-à-vis minority shareholders and over time has led to the entry, for example, of

".

Activists.

40% of the capital of Spanish listed companies is in the hands of institutional investors advised by proxy advisors such as

that make voting recommendations at shareholders' meetings, often based on compliance with rules such as remuneration or appointments. Activist funds are not about independent directors and they are not about indexed ones, like the ubiquitous one.

, but they have ridden the regulatory wave to destabilize boards and change executives. A fund like

He is the one behind the

corporate governance crisis unleashed last March that has led to Cellnex.

The telecommunications infrastructure company presents itself to shareholders on June 1 with a

TCI is also present in Aena and Ferrovial but it has been in Cellnex where, for the moment, it has left the greatest mark. Its responsible, the British

dio la vuelta al consejo el pasado marzo tras haber elevado su participación por encima del 9%, solicitando el cese del presidente y consejero independiente

y dos consejeros por no haber resuelto la sucesión de

como consejero delegado.

Aunque los nombres del responsable de estrategia y relaciones con inversores,

, mano derecha de Tobías Martínez, sonaron como sucesores, el cargo ha recaído finalmente en el italiano

, ex presidente de la empresa y hombre de confianza de la familia Benetton.

With so much movement, the outcome at the shareholders' meeting remains to be seen in the opinion of analysts such as JP Morgan, which titles its reports on Cellnex like a Netflix series: "The CEO saga intensifies: What's next?" With the internal candidates (Aisa and Mestre) highly appreciated by investors and with the concern for the consequences that, if they are not elected, they leave the company

". JP Morgan recommends to the board taken by Hohn that they feel their clothes before introducing the new CEO." The eight largest shareholders of Cellnex control 48% of the company and should seriously consider this risk."

Blow in Indra, blockade in Unicaja...

Kan, for her part, has been replaced in the presidency by another independent director,

. In this sense, the script of the CEO saga has not had a surprising turn. If CEO turnover in Spain may be accelerating,

Between 2013 and 2020, the net increase in independent directors in Spanish listed companies was 240, according to a report prepared by Sáez Lacave for the CNMV. But this increase corresponds to the registration of 528 directors and the decrease of 288, that is,

. The average seniority at the time of departure was 7 years and more than 25% of the casualties occurred before completing three years in office. Kan lasted two, in fact. In the last year,

. It's not easy to be a cricket on a board of directors.

In the Malaga financial institution,

The struggle around the position of CEO

occupied by

. But the case of the company owned by SEPI and the independents of its board has come to put in a compromised situation the CNMV chaired by

In June of last year, 11 months after the president was dismissed.

and try to endow his successor

With executive powers, the board announced the departure of four independent directors and blocked the appointment of another. After the opposition to Murtra, it was the beginning of "a new stage in the company", according to SEPI.

Despite suspicions of a concerted action between the state-owned company and the partners SAPA Placencia and Amber Capital that would have forced them to submit a takeover bid to protect minority shareholders,

. In March,

He was dismissed to appoint

His successor in a process that has left another independent along the way:

"The unreason of the exit (of Mataix) continues to escape my understanding," Arendt explained in a letter to the board published last Tuesday by the CNMV. In it he questions the choice of de los Mozos. "The pressure on the appointments committee, with undue sense and urgency, has prevented ensuring the greatest possible success in the succession."

... and the 'NH model'.

The last process of struggle at the top has been that of

, a classic value of the Spanish Stock Exchange that lives its last times as a quoted value. With 94% of the shares in its hands, the Thai

over 25 million titles.

If in March 2020 the board had authorized the operation at a price of 7.30 euros per share,

The price authorized by the same Council on May 8 was 4.5 euros, with a premium of 25% on the quotation.

The differences with the independents and with the CNMV around the valuation did not prevent the company from maintaining an offer that according to its CEO,

, "reflects our confidence in NH".

Both the regulator and the independents considered the price insufficient. The listing was suspended for two days and independents, including its chairman and shareholder.

, submitted their "irrevocable" resignation. It is what sources close to these counselors call the "NH procedure". "Even if the independents objected and the regulator warned them, they have gone ahead, the regulation does not work."