The members of the Board of Trustees of the Unicaja Banking Foundation have decided, at their meeting this Tuesday, that they will vote against ratifying the appointments of Maite Costa and Isidoro Unda as independent directors of the bank at the next Unicaja Banco Shareholders’ Meeting, which will have place on March 30, according to financial sources.
On the contrary, the Foundation will vote in favor of the renewal of its four proprietary representatives on the board of directors of Unicaja Banco. In addition, he will abstain from the point of the Meeting corresponding to the approval of the management of the Board of Directors of Unicaja Banco during the fiscal year ended on December 31, 2022.
The decision to vote against the ratification of the appointment of the independent directors responds to the concern of the Board of Trustees for the governance crisis of Unicaja Banco and its intention to promote the necessary measures so that the bank achieves the highest levels of compliance with the standards of good corporate governance.
Doubts in Unicaja
The Board of Trustees of the Foundation understands that the ratification of Costa and Unda as directors would be contrary to this objective, given the reasonable doubts that exist about the nature of both as independent, and due to the possibility that this appointment could generate conflicts regarding gobi aspecterno to Unicaja Bank.
Maite Costa is a PSC/PSOE deputy and former president of the National Energy Commission (CNE) while Isidoro Unda, for his part, is a former CEO of Crédito y Caución. Both have had a close relationship with the current CEO of Unicaja Banco, Manuel Menéndez, especially due to their relationship with EDP Spain, a company of which Menendez is non-executive president.
Likewise, Maite Costa was linked to EDP Spain due to her experience in the energy sector, in which she coincided in the National Energy Commission with Carmen Fernández Rozado, who in turn formed part of the advisory board of Fruver Iberia with Unda.
For all these reasons, doubts in Unicaja Banco about the independence of Costa and Unda were already expressed at the end of February. Then, the proprietary director of the Unicaja Foundation, Juan Fraile, and Rafael Domínguez de la Maza, owner of the Mayoral Group, voted against the ratification of both the Appointments and Remuneration Committee of the Board.
Given the ‘quorum’ levels
The Unicaja Foundation is the main shareholder with a ‘quorum’ at the Meeting, the ratification of the two independent directors will be rejected.
In the same sense, that the members of the Board of Trustees have known the information of the appointments by the media, “sows doubts around the process of their appointments”, they have explained. In order to achieve the highest degree of compliance with the standards of good corporate governance at Unicaja Banco, the Foundation will vote in favor of replacing the four proprietary directors on their behalf.
The directors replace the son: Juan Fraile, Petra Mateos, Manuel Muela and Teresa Saenz. On the contrary, they will be replaced as directors: Miguel González Moreno, Juan Antonio Izaguirre Ventosa, Natalia Sánchez Romero and José Ramón Sánchez Serrano, all of them linked to Málaga.