Unicaja Banco’s independent director Jorge Delclaux resigned from his position on Friday because he “disagreed” with some of the decisions taken by the board of directors.
As the bank has informed the CNMV, in his letter to the board, Delclaux justifies his resignation from the bank by his disagreement “with the decisions adopted by a small group of shareholders” at the last general meeting and “by the position of the board of directors, by not adopting measures that, from his point of view, would guarantee the good corporate governance of the company”.
THE VICTORY OF THE MALAGA SIDE
At the meeting, held on 30 March, the majority of Unicaja Banco’s shareholders, led by the Unicaja Banking Foundation, voted against the ratification of María Teresa Costa and Isidoro Unda as independent directors, a decision that was key in the struggle for control of the bank.
The decision not to ratify these two directors was a victory for Unicaja Banco’s so-called Malaga bloc. This was represented by the Unicaja Foundation and other shareholders such as the family that owns the Mayoral textile group and the businessman Tomás Olivo, who are close to the bank’s chairman, Manuel Azuaga.
The Asturian side is made up of directors close to Manuel Menéndez, from Liberbank, and the former president of the Unicaja Foundation, Braulio Medel.
Jorge Delclaux has been an independent director of Unicaja Banco since 31 March 2021. A graduate in Economics and Business Studies, he has spent a large part of his career in investment banking at firms such as UBS Phillips and Drew, Rotschild and Roland Berger.
He was a director of companies in various sectors, such as Fomento de Construcciones y Contratas, Ebro Agrícolas, Liberbank and Preventiva Compañía de Seguros y Reaseguros.
ARRIVAL OF NEW DIRECTORS AT UNICAJA
In parallel to Delclaux’s resignation, four new proprietary directors joined the board of Unicaja Banco this Friday at the proposal of the Unicaja Foundation, after receiving the approval of the European Central Bank.
They are Miguel González, Juan Antonio Izaguirre, Natalia Sánchez and José Ramón Sánchez, who replace Petra Mateos-Aparicio, Manuel Muela, Teresa Sáez and Juan Fraile. The Unicaja Foundation, chaired by José Manuel Domínguez, had lost the trust of Braulio Medel, who resigned after a controversial and questioned mandate.
Miguel González is vice-chairman of the board after joining it and Natalia Sánchez, secretary.
RECONFIGURATION OF THE COMMITTEES
The board has also reconfigured its support committees, pending the filling of vacancies on the board.
Thus, the Audit and Compliance Committee is formed by Carolina Martínez, chairwoman, María Luisa Arjonilla, member, and Rafael Domínguez, secretary.
The Risk Committee is composed of María Luisa Arjonilla as chairwoman (independent), Carolina Martínez as member (independent) and David Vaamonde as secretary (proprietary).
The Appointments Committee includes María Luisa Arjonilla as chairwoman (independent), Carolina Martínez as member (independent) and Juan Antonio Izaguirre as secretary (proprietary).
Lastly, the Remuneration Committee is María Luisa Arjonilla as chairwoman (independent), Carolina Martínez as member (independent) and José Ramón Sánchez as secretary (proprietary).
These changes in the board of directors come at a key moment for the bank. Before August, it will have to modify its governance model. The chairman, Manuel Azuaga, will lose executive functions. It will also be decided whether the CEO, Manuel Menéndez, will remain in the position with more power or whether another chief executive will be elected.