Indra has reviewed its Board of Directors and Committees Regulations in order to exercise stricter control over potential conflicts of interest that may affect its directors, as stated in the document sent this Monday by the Spanish company to the National Securities Market Commission (CNMV).
The text, which sets the rules for operation, composition, and obligations of the highest governing body of the technology and defense multinational, now establishes the duty of prior communication by the directors to the president, Ángel Simón, and to the secretary, José María de Paz, regarding any conflict situation, whether direct or indirect.
This requirement introduces a modification regarding the regulation disseminated last July, where it was indicated that any potential conflicts should be brought to the attention of the board of directors, but without specifying to which positions such notifications should be directed.
In addition, directors are required to inform, in advance in case they are proposed for a new external position, of the paid positions or occupations they hold in other boards or entities. Likewise, they must communicate the shares or stock options of Indra of which they are holders, both directly and indirectly.
In connection with this obligation, the regulation specifies that, to ensure "adequate" dedication, executive directors may only be part of, at most, two other boards of listed companies, while non-executive directors will have a limit of up to four additional boards in listed companies.
It is worth remembering that the governance crisis at Indra, which concluded with the appointment of Ángel Simón as president of the multinational and Josep María Recasens as CEO, originated from the conflict of interest arising from promoting the merger of the firm with the Madrid-based Escribano Mechanical & Engineering (EM&E), a family company of the then president of Indra, Ángel Escribano.