Indra has modified its Board of Directors and Committee Regulations with the aim of having greater control over potential conflicts of interest that its directors may experience, according to the document provided by the Spanish company to the National Securities Market Commission (CNMV).
This text, which brings together the rules of operation, composition, and responsibilities of the company's highest governing body in technology and defence, includes the duty of prior communication from directors to the chairman, Ángel Simón, and to the secretary, José María de Paz, regarding any direct or indirect conflict situation. This rule represents a change from the regulation published last July, which stated that these potential conflicts should be reported to the board of directors, but did not specify to which figures.
Furthermore, they must communicate, giving prior notice if they are nominated for a new external position, paid roles or occupations in other boards or entities. Likewise, they must inform about the shares or stock options of Indra that they hold, both directly and indirectly.
Regarding this rule, the document also indicates that to ensure "adequate" dedication, executive directors can only belong to a maximum of two other boards of listed companies, while non-executive directors have a limit of up to four additional boards in listed companies.
It is worth remembering that the governance crisis at Indra, which resulted in the appointment of Ángel Simón as chairman of the multinational and Josep María Recasens as CEO, began with the conflict of interest arising from promoting the merger of the firm with the Madrid-based Escribano Mechanical & Engineering (EM&E), a family business of the then chairman of Indra, Ángel Escribano.