The president of the National Securities Market Commission (CNMV), Rodrigo Buenaventura, has given a tug on the ears of Indra, NH and Unicaja for the barrage of dismissals of independent directors in their governing bodies during his speech at the XI Forum of the Director, organized by KPMG together with IESE and EL MUNDO.

In the case of Indra, at the June 2022 meeting there was the dismissal of four independent directors outside the agenda of the call and at the proposal of the Amber Capital fund, a blow that had the support of the other two reference shareholders, the state company Sepi and the defense company Sapa.

More recent has been the case of NH, where last May the discrepancies of the Board with the main shareholder of the group, which tried to avoid the obligation to launch a takeover bid in its attempt to strengthen its control over the company, resulted in the resignation of its three independent members. Finally, the internal war for control of Unicaja Banco, meanwhile, has resulted in a cascade of resignations of independents that has left only two out of twelve the proportion of these in the governing body of the bank, well below the recommendations of good governance of the CNMV.

Buenaventura has alluded to these three examples to stress that Spain needs a regulatory change that shields independent directors, a key figure to safeguard the interests of minority shareholders. The president of the stock market supervisor recalled that the CNMV already transferred to the Government at the end of last year a proposal to increase the protection of these members in the boards of listed companies and has anticipated that it will be a pending task of the Government that is formed after the next elections.

"The independent director is especially relevant for the building of good governance to function, but there is not always a safe environment for him to exercise his function. That worries me and should worry us all," Buenaventura said.

The president of the CNMV has insisted that the protection of minorities is crucial for listed companies to transmit the "credibility" necessary to attract more companies to the Spanish stock exchange and more retail investors to the country. "Otherwise we will not get the Spanish market to be the lever it has to be to transform the national economy," he said.

Among these transformations, the president of the CNMV has had an impact on the adhesion of companies to the new canons of sustainability. The chairman of KPMG, Juanjo Cano, has referred to this issue, who has stressed that the current scenario of uncertainty has accelerated decision-making in the governing bodies of companies.

Cano stressed that this situation has pushed to add to the knowledge and usual contribution of the directors, the need to train and expand their vision of new worlds such as new technologies or ESG criteria. "A complex balancing act that draws, at least, a complex agenda for the directors," concluded the president of the big four.

Francisco Uría, global head of banking and capital markets at KPMG, has insisted that good governance practices transcend the figure of the CEO and extend to all directors. "Good corporate governance does not go alone, its dance partner is risk management," said Uría, who specified that non-financial risks, such as cybersecurity or sustainability, are gaining more and more strength in the day to day of companies. "In every business crisis there is a history of poor management of corporate risks," Uría has settled.

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