Although the differences within the board of directors of Unicaja remain after its merger with Liberbank, little by little steps are being taken to definitively establish this body and avoid new confrontations. Everything under the magnifying glass of the supervisors and of Economy.

At the last board of directors of the bank chaired by Manuel Azuaga, held last Tuesday, things seem to have started to straighten out, more thanks to the resignation of Manuel Conthe as an independent director, an exit that allows the Domínguez family to join this body. , owner of the Mayoral textile company, which, with 8% of the capital of Unicaja, claimed a position as proprietary director, but for this the departure of a member of this body, made up of 15 representatives, and in which there was no vacancies for this purpose.

Conthe’s departure, however, surprised practically the entire board, since there are still two months left for the Unicaja shareholders’ meeting to be held, in which the renewal of seven of its members will be submitted for approval, among other things. , four of them representing the Unicaja Foundation, with 30.2% of the bank’s capital, two independent and one executive, Manuel Azuaga, president of the financial entity. In addition to the fact that a solution had to be found to allow Mayoral to enter.

In this way, the eyes of the council were placed on Ernesto Tinajero, a proprietary director with 3% of the bank’s capital, but this attempt failed, since Tinajero did not want to resign and it is impossible to force him to resign. Another solution was the non-renewal of one of the foundation’s directors to seat Mayoral, although it was not logical, given the participation of this institution in the bank’s capital. Thus, the departure of Conthe, taking advantage of the fact that it was necessary to renew two independent directors (Conthe and Ana Bolado –which everything indicates will be renewed since their position is key to complying with gender regulations–), resolved this part of the fit. of pieces on the board, and avoided any traumatic exit, which would have further clouded the reputation and governance of Unicaja.

But this solution has a drawback, and that is that it reduces the representation of independent directors in Unicaja to 33% – the minimum required by the supervisors, compared to the 40% it had until now. Both the Bank of Spain and the ECB recommend that all entities exceed the limit of independents set for boards of directors. To resolve this new entanglement, a large part of the directors have agreed to transfer to July 2023 the recomposition of the highest governing body of the entity, once that on that date Azuaga, 73 years old and who will be re-elected in the next April meeting, will cease to be an executive, as established in the merger protocol, which states that, at most, the president would have to leave these functions.

The idea is for Azuaga to leave the board, and for the vacancy he leaves to be filled by a new independent director, thereby restoring the balance of 40% independent directors.

It will be then when a new president will be elected, who could be the current CEO, Manuel Menéndez, or another director, who, according to good governance recommendations, is inclined to an independent representative.

In Unicaja, the capital represented on the board after the entry of the new director amounts to slightly more than 57% (30.2% of the foundation, another around 8% of other small foundations, headed by Cajastur, origin of Liberbank, 3% of Tinajero, about 8% of the Oceanwood fund and 8% of Mayoral).

capital requirements

Solution. The solution on the composition of the Unicaja board that now seems to be agreed upon by a large part of its members tries to put an end to the speculations about the existing differences in Unicaja between the representatives from Liberbank and the representatives from Unicaja Banco before its merger.

SREP. Unicaja is waiting for the ECB to communicate its capital requirements for this year, known as SREP. Governance is one of the legs that the supervisor takes into account for its computation, although it is not the only one. Profitability too, and here the entity of Malaga origin has a pending issue.

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