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General Meeting Of Shareholders

The Jesus Myth - May 27, 2011 - 3:11pm

ACS, Iberdrola’s main shareholder, with 19.02% of titles, has urged the council power to apply to the BBK the same standard of “incompatibility” and “consistency” the council excluded from power at the sitting, while holding other positions in Repsol.

In addition, he has opposed the bylaw amendments that seek to give the Basque company president, Ignacio Sánchez Galán, “and almost all-embracing powers beyond” to “limit the rights of countless shareholders.”

The builder who chairs Florentino Lopez has made these statements during the general meeting of shareholders held on Friday in Bilbao, with representatives of shareholders 148,683 (82.34% of capital) and which was present on 29% stake. The other 53% was represented.

The board has approved the opposition of its majority shareholder, ACS, reduced to 14 members of the board of directors, who were prevented from entering the building on the board last year. It has also given its approval to the merger by absorption of its subsidiary, Renewable.

It has also approved the other statutory changes and the power of the governing body for further capital increases and bond issues at a meeting at which, for the first time attended by the representatives of Qatar Holding, has recently entered the capital with 6.1%.

The board has served for both the Council and its President at its head, and the majority shareholder, ACS, have once again staged their differences, that has led to clash in the courts, after the past year prevented the builder to sit in the body.

On this occasion, the president of BBK access to the board of Repsol, while Xabier de Irala’s nominee director in Iberdrola, ACS has served the council has claimed the power to apply to the Basque case the same criteria of incompatibility prevent its incorporation into the Council of the Basque company.

On the turn before the vote at the meeting, the ACS Secretary General, José Luis del Valle, who recalled that the construction is the majority shareholder, took the floor to explain his vote against several of the proposals of the Board of power management.

Del Valle announced in the first place, his opposition to the management of the governing body during the past year, because “once again, and persist in their attitude, has developed a large part of his performance” to “avoid the presence of more shareholder of the company “on the board. Also opposed to “strategic guidelines and bases for action” for 2011, because “there are explicit” and tantamount to “a vote of confidence in black and anticipated.”

After listing the discrepancies with the proposed changes, he was convinced that the statutory changes intended to “very serious, like to subvert the guiding principles of any corporation.”

He recalled, in this sense, both the council and its president “should be subject” to the board “and not the other way” and warned that the reform of the Constitution seeks to “put on the top social board and, in particular, its chairman. ” “It is intended, we understand that illegitimately, to give the president powers falling and almost all-embracing to limit the rights of countless shareholders,” he explained.

For the valley, thanks to the modifications, Galán would be “empowered” to “deprive shareholders of their right to obtain information, if it considers inappropriate or inconvenient or their right to propose to the board.” He has also warned the president of the Electrical that “the only conflicts of interest that has to deal with a board of directors are those that affect its members from society.” “Mr. President, distinguished advisors, it is you who are serving the company’s shareholders, who own the company and not the other way,” he criticized.

As expected, ACS has voted against reducing the maximum number of Council representatives to 14, compared to 15 above, which has been interpreted as “another example of the obsession with” the governing body of the company “trying to prevent the presence of its main shareholder in his bosom. ” At this point, he recalled that, despite the court ruling that upheld his exclusion from the council, “pending a final court order and sign” the Supreme Court.

ACS Secretary General has rejected amendments to certain articles of the bylaws and, finally, he has used his speech to address the presence of BBK in the Council, through its former chairman Xabier de Irala, while the current President, Mario Fernández, sits on the board of Repsol.

Del Valle recalled that Repsol has been operating in the energy sector not only directly, “in competition with the paramount activity, almost unique, Iberdrola,” but through “under the shareholders’ agreement with La Caixa”, owned by the oil of 66% stake in Gas Natural Group, “the principal and dominant operator in the markets for gas and electricity.”

Rejected that justification may be that Fernandez has joined the board of Repsol in a personal capacity, and pointed out that to oppose, in court, his presence on the board of the utility, Iberdrola was based on “the incompatibility arises from the possibility of having access to confidential information that could be used by a competing company. ”

“From this point of view, the current president of BBK for Repsol and Iberdrola former president for, they will be in two competing companies directly,” he said.

In his view, “unless there are different yardstick, or solutions wherever they have the same problems,” Iberdrola’s advice “if you want to be consistent, must apply” to the criteria put forward BBK to exclude from the advice ACS. “If this were so, would have no choice but to also exclude from its board to any board member to act as nominee director of BBK, while a representative of this entity is present to the Board of Repsol,” he said.


Galán has avoided responding to the site by José Luis del Valle about BBK, but said “respect” the decisions of the “competitors” of Iberdrola and rejected “public comment” about “plans or strategies implemented by other companies “.

On the other hand, has responded to the criticisms of the building for its ‘veto’ on the Council to insist that since the ruling of the Commercial Court of Bilbao has made it clear that “the protection of social interests should prevail over the system allows a shareholder to appoint a director for proportional representation “by” any damage that could lead to Iberdrola “to allow entry to his advice to a shareholder who is” in turn, a competitor. ”

To Galán, the court decision provides that the decision of the general meeting of Iberdrola held last year “was fully justified.”

Moreover, during the presentation of 2010 results to shareholders, Galán has claimed the validity of its business model, with which the company has achieved in 2010 a total of 2.871 million profit, and has exceeded 1,000 million in the first quarter.

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