Unicaja Banco unanimously agrees the dismissal of Manuel Menéndez as CEO

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Unicaja Banco’s board of directors has unanimously agreed today to remove Manuel Menéndez as CEO, a decision that will take effect when the appointment of the new CEO to replace him becomes effective, as reported by the entity to the National Market Commission of Securities (CNMV).

The bank has argued that its decision is intended to “advance in a more agile and efficient way” in the definition of its governance model after the transitional period provided for in the merger agreements with Liberbank.

The change will take place when the appointment as director of the person designated to succeed him in said position becomes effective, at which time the resignation of Menéndez as a member of the board of directors will also be effective, which guarantees “the full functionality of the management of the entity until said appointment”.

The bank also reports that the process to select and appoint a new CEO has begun “immediately”, and has thanked Menéndez for his dedication and services provided to the entity, as well as his “collaboration and availability” to “expedite progress in the definition and execution of the new governance model”.

REMODELING OF THE ‘DOME’ OF THE BANK

This decision comes after a meeting held this Thursday by the board of trustees of the Unicaja Foundation -majority shareholder of Unicaja Banco, with 30.236% of the share capital- whose objective has been, precisely, to promote the departure of Menéndez from the entity, according to union sources reported to Europa Press.

This change is included within the process of remodeling the board of directors that the entity has been addressing after its merger by absorption with Liberbank in July 2021.

Specifically, the merger agreement established that, within two years from the operation, that is, before July 30, 2023, the board of directors must modify the governance model of Unicaja Banco, in such a way that the The president of the council, Manuel Azuaga, would leave his executive functions and the CEO, Manuel Menéndez, would be re-evaluated. In addition, this new model must pass the approval of the European Central Bank (ECB).

Thus, after the merger, a series of various changes have taken place in the ‘top’, both in the Unicaja Foundation and in the entity itself. On the one hand, in June 2022 Braulio Medel left the presidency of the foundation after doubts about his suitability raised by the Ministry of Economic Affairs and Digital Transformation, being replaced by José Manuel Domínguez.

Subsequently, between December 2022 and last February, the four proprietary directors of the foundation present on the board of Unicaja Banco, Juan Fraile, Petra Mateos, Manuel Muela and Teresa Saenz, resigned, given the intention of the board of trustees to replace them with Miguel González, Juan Antonio Izaguirre, Natalia Sánchez and José Ramón Sánchez, a change that became effective at the shareholders’ meeting held on March 30.

At the same time, four independent directors have left the bank’s board: María Garaña and Jorge Delclaux submitted their resignation from office, while the appointments of Maite Costa and Isidoro Unda were rejected at the shareholders’ meeting.

In this way, Unicaja Banco is facing this remodeling process that includes the appointment of four new independent directors, the separation of executive functions in the position of president and now the search for a new CEO to replace Menéndez.

“GOVERNANCE CRISIS”

It should be remembered that a few days before the shareholders’ meeting held at the end of March, the foundation’s board of trustees announced its decision to vote against the ratification of Costa and Unda as independents, something that they justified by “concern about the crisis of governance” of the entity.

“The Board of Trustees of the Foundation understands that the ratification of Costa and Unda as directors would be contrary to that objective, given the existing reasonable doubts about the nature of both as independent, and due to the possibility that this appointment could generate conflicts over aspects of good government to Unicaja Banco”, they stated at the time.

In fact, at the meeting they ratified the message by pointing out that the law obliges the foundation to direct its activity towards the “adequate, healthy and prudent management” of its financial participation in Unicaja Banco, in such a way that “it must ensure” that the entity “maintains solid corporate governance procedures” in accordance with the national and international norms and standards that are in force at all times.

Already at that time, he announced that he would contribute to making the corresponding decisions that are aimed at improving the business model and governance of the entity.

Beyond the foundation, the unions have also shown their disagreement in recent months with the working conditions and the imported model from Liberbank that Menéndez has promoted at Unicaja Banco. The entity, which as a result of its merger by absorption of Liberbank applied an Employment Regulation File for 1,513 employees in 2022, does not rule out carrying out a new labor adjustment process to improve its profitability.

The new adjustment could take advantage of the ‘surplus’ of 500 requests that existed in the last ERE to undertake the new restructuring. In addition, it would be a measure that, although it would initially consume capital, would later mean cost savings, boosting profitability in the long term.

The Unicaja Banco Group obtained a net profit of 34 million euros in the first quarter of 2023, 43.2% less than in the same period of 2022, due to the impact that the temporary tax on banks has had on its accounts.