Málaga (EFECOM).- The Unicaja Banking Foundation, Unicaja Banco’s largest shareholder, will vote this Thursday against the ratification of two independent directors of this financial institution, Isidoro Unda and María Teresa Costa, doubting that they really act independently.
Financial sources have assured EFE this Tuesday that it will be at the ordinary general meeting of shareholders of Unicaja Banco, a meeting that they consider decisive for the future of this entity -fifth in Spain-, above all to reverse the exchange equation agreed upon in its absorption in 2021 from Liberbank, which had been reversed.
They believe that with the recovery of the majority that corresponded to the block of the old Unicaja -with roots in Malaga- against the part of the board of directors coming from Liberbank -of Asturian origin-, the breaches of the agreements of that operation will end of fusion.
The non-renewal of both independents will affect the majority of the board of directors of Unicaja Banco and, therefore, the control of the entity, which is at a key moment having to deal with a transfer of power or succession due to the end of the transitional period after its merger with Liberbank.
SERIOUS DOUBTS ABOUT TWO INDEPENDENT DIRECTORS
The recently renewed board of trustees of the Unicaja Foundation (which has 30.24 percent of the share capital of Unicaja Banco) approved this Tuesday by a large majority that non-ratification after a thorough debate, having serious doubts about their independent nature and the sources point -in this regard- to the curriculum of both.
It will be necessary to see in the general meeting other positions on the vote of this ratification, since there are other significant shareholders in Unicaja Banco such as Indumenta Pueri SL (from the Malaga textile group Mayoral), with 8.54 percent of the voting rights in the society; Oceanwood Capital Management LLP, with 7.41 percent, or the businessman Tomás Olivo, with 6.74 percent.
The non-ratification of these directors will lead to the election of new ones, although in a scenario in which the four new proprietary directors of the Unicaja Foundation will already be present in defense of the rights of the majority shareholder.
It will also be interesting to know the position of the Unicaja Foundation in the vote for the management of the board of directors of Unicaja Banco.
The Unicaja Foundation will support the incorporation of its four new proprietary directors: the appointment of the former Bank of Spain inspector Juan Antonio Izaguirre Ventosa, the university professor José Ramón Sánchez Serrano and the business leader Natalia Sánchez Romero and the ratification or appointment of professor Miguel González Moreno .
They were proposed by the Unicaja Foundation in its new stage chaired by José Manuel Domínguez and will respectively replace Petra Mateos-Aparicio, Manuel Muela, Teresa Sáez and Juan Fraile, in whom confidence had been lost by coming from the stage of Braulio Medel, who resigned from the foundation last June after a disputed and controversial mandate.
THE SUCCESSION AT UNICAJA BANCO
Unicaja Banco has to imminently address its succession due to the end of the transitional period after the merger with Liberbank, a stage that must end on July 31 at the latest.
The bank will change its governance model: the position of president, held by Manuel Azuaga -from the old Unicaja- will lose executive functions and it will be decided whether the CEO, Manuel Menéndez -originally from Liberbank-, continues in office and with more power or another chief executive is elected.
Most of the functions that now fall to the presidency must be transferred to the CEO of Unicaja Banco, an entity that debuted at the end of December on the IBEX 35, the main index of the Spanish Stock Market.
After the merger of Unicaja and Liberbank, there was evidence of an alteration in the established distribution of power (60 percent of the former compared to 40 percent of the latter) as those who have been until now directors of the Unicaja Foundation aligned with the Asturian side -from Liberbank- and reverse the weight of the balance, for which they were questioned for acting to the detriment of the block of the old Unicaja.
The shareholders’ meeting also has on its agenda the approval of the annual accounts of Unicaja Banco and the proposal to apply its 2022 result, together with the advisory vote on the annual report on directors’ remuneration.