Unicaja already has a date for its shareholders’ meeting, an act that has raised quite a bit of expectation after the resignation of two independent directors in the last week and the entry of Mayoral on the board, to which is added the renewal of seven directors , among which is the executive president, Manuel Azuaga.
Thus, the board of directors of Unicaja Banco has agreed to propose to the general meeting of shareholders the appointment of Carolina Martínez-Caro as a new independent director, replacing Ana Bolado Valle, and Rafael Domínguez de la Maza as proprietary director, representing the owners of Mayoral.
The entry into the board of Carolina Martínez-Caro is a relief for the bank, since it once again has a representation of 33% of independent directors, the recommended minimum, in addition to covering a vacancy also for a woman, with which also adds to the quota of female directors.
For Mayoral’s representative to enter, Manuel Conthe, also an independent, had to leave the council. The board of directors of Unicaja is made up of 15 members, and for the incorporation of Mayoral, who claimed a position after adding 8% of the capital of the entity, a member had to leave, for which Conthe offered himself, whose position also had to undergo renewal, although he decided to bring forward his possible departure by two months.
The bank sent today to the National Securities Market Commission (CNMV) the call for its general meeting of shareholders, which will be held in Malaga on March 31, 2022.
Carolina Martínez-Caro is currently a senior advisor at Forbes Global Properties and CEO and founder of CMC Family Advisors, an advisory board member at the law firm FinReg360, and an ambassador and advisory board member at Titanbay Global Private Equity Platform.
Previously, she was responsible for the private bank Julius Baer in Spain and Portugal and worked for nearly two decades at Merrill Lynch, where she became Senior Vice President of Investment. With her appointment, Unicaja’s board of directors will have 5 independent directors, out of a total of 15 members.
On his side, the appointment of Rafael Domínguez de la Maza, who is deputy general manager of Mayoral, will be proposed as a proprietary director. Patton Investments Sicav and has been a proprietary director of MásMóvil Ibercom.
Domínguez de la Maza will enter the board after the departure of independent director Manuel Conthe Gutiérrez, who last week voluntarily resigned his seat on the board to, precisely, give entry to the owners of Mayoral.
In addition, the general meeting of shareholders will vote on the re-election, for a period of three years, of Manuel Azuaga Moreno as executive director and of Juan Fraile Cantón, Teresa Sáez Ponte, Manuel Muela Martín-Buitragoy Petra Mateos-Aparicio Morales as proprietary directors.
Another item on the agenda is the approval of a dividend of 67.33 million euros charged to the result of the 2021 financial year, which is expected to be paid on April 8, 2022.
The delegation to the board of the power to issue debentures, bonds and other non-convertible fixed-income securities up to a maximum of 3,500 million euros, as well as to develop a promissory note program of up to 1,500 million euros, will also be voted on.
The shareholders must also approve the annual accounts and the management report for 2021, the non-financial information statement, the management of the board, the directors’ remuneration policy and the annual report on directors’ remuneration (advisory vote).