Minority members are concerned about the resignation of two independent councillors: “It is a symptom that something is not working in their governance”
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Grifols has assured that it will continue to comply with the “best” practices of good governance, in a context marked by the recent departures of independent directors Claire Giraut and Carina Szpilka Lázaro and by the possible public takeover bid (OPA) of exclusion that could be carried out jointly by family shareholders and the Brookfield fund.
“There are currently two vacancies and the board will evaluate what is best for the company to continue fulfilling its role as it has always done, with the best practices of good governance,” company sources told Europa Press.
Currently, the Grifols Board of Directors is made up of 11 people – 5 of whom are independent – and with the appointment of the two new directors, this governing body will be made up of 13 people, half of whom will become independent.
According to the Code of Good Governance for Listed Companies of the National Securities Market Commission (CNMV), the board “must have a balanced composition, with a large majority of non-executive directors and an adequate proportion between proprietary and independent directors, the latter representing, in general, at least half of the directors.”
Pursuant to Article 20 of the Company’s Bylaws and Article 7 of the Internal Operating Regulations of the Company’s Board of Directors, the administration and legal representation of Grifols “shall be the responsibility of a Board of Directors, made up of a minimum of three and a maximum of fifteen directors.”
In this context, Grifols has reorganised its board of directors following the resignation of two of its independent directors and the creation of a committee, called the ‘transaction committee’, to monitor the possible takeover bid.
In addition, the Grifols board agreed to appoint Montserrat Muñoz, former Danone executive and independent director and chair of the Audit and Compliance Committee of Uriach, as the new independent director coordinating the body, the Catalan firm reported on Tuesday in a statement sent to the CNMV.
The firm has approved the appointment of independent director Anne-Catherine Berner, a former member of the Finnish Parliament and Minister of Transport and Communications from 2015 to 2019, as a new member of the Audit Committee and as the new chair of the Appointments and Remuneration Committee.
Enriqueta Felip was elected as a member of the Appointments and Remuneration Committee of the blood derivatives company.
“SOMETHING IS NOT WORKING IN THE COMPANY’S GOVERNANCE”
Sources from Aemec (Spanish Association of Minority Shareholders of Listed Companies) have expressed to Europa Press their concern about the fact that the departure of the two directors has occurred through their respective resignations at a time like this, marked by the takeover bid that would be carried out jointly by the family shareholders and the Brookfield fund.
“It is a symptom that something is not working in the company’s governance,” said these same sources, who, however, expressed their understanding regarding the fact that the number of independent directors does not reach half of the board, as established by the ‘Code of good governance of listed companies’ of the CNMV, since the minority association understands that it is an interim period.
“We are concerned that these resignations have taken place at this time,” they stressed. Taking into account Grifols’ ‘class A’ and ‘class B’ shares, minority shareholders represent around 5% of the Catalan firm’s weight.
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