The ordinary general meeting of shareholders of Unicaja Banco, held this Thursday in Malaga, has rejected the proposal to ratify the appointments of the independent directors Isidoro Unda and Maite Costa, included among the items on the agenda. In this way, the position of the Unicaja Foundation, the entity’s main shareholder, has been imposed, which last Tuesday already decided in its board of trustees that it would vote against this ratification due to the doubts raised by the independence of these two directors who were considered from the orbit of the CEO, Manuel Menendez, coming from the old Liberbank. The board has had a 86% of attendance of the entity’s share capital.
The rest of the points discussed at the shareholders’ meeting, which took place at the bank’s headquarters, on Avenida de Andalucía, did have the support of the shareholders (it was necessary to exceed 50% of the capital represented), among they the appointment of the four proprietary directors proposed by the Unicaja Banking Foundation (Miguel González, Juan Antonio Izaguirre, Natalia Sánchez and José Ramón Sánchez), who replace those who were there (Juan Fraile, Petra Mateos, Manuel Muela and Teresa Sáez). The Foundation agreed to this relief last December due to a matter of loss of confidence in these now outgoing directors.
In the meeting held this Thursday, March 30, the general director of the Unicaja Foundation, Sergio Corral, participated precisely within the turn of the attendees, who, in addition to announcing the negative vote of the main shareholder of the bank to the ratification of the two independents and the abstention in the point referring to the management of the council, has indicated that they seek an “adequate” management, “sane and prudent”, of its financial participation in Unicaja Banco.
Thus, he pointed out that the Foundation “must ensure” that the entity “maintains solid corporate governance procedures” according to the national and international norms and standards that are in force at all times.
He also recalled that the Foundation, as heir to the legacy of the old savings bank, also wants ensure Unicaja’s traditional banking model, a retail business close to families and companies, and its ties to the territory.
In addition, Corral has stated that the Foundation “help” in decision making that are aimed at improving the business model and the entity governance.
“This general framework of action, sustainable and financially efficient, is expected to contribute to maintaining a solid capital and liquidity position and to the generation of returns for the owners of Unicaja Banco that, from the point of view of the Foundation, enables the adequate attention to social work“, he added. The Foundation also sees “fundamental” to maintain “an adequate working environment”.
The consequences of the decisions adopted by the shareholders meeting in relation to the directors are key with regard to determine the correlation of forces in the council between the so-called block from Malaga (the former Unicaja) and the Asturian block (which comes from Liberbank) at a decisive moment for future control of the bank. In the coming months, Unicaja will face a change in the governance model to the one that it committed to before the European banking authorities and that must be completed, at the latest, before July 31. These changes, which must be agreed upon by the board, imply, on the one hand, the loss of executive functions of the figure of the president (a position currently held by Manuel Azuaga) and, on the other, the reassessment of the position of CEO (held by Manuel Menéndez).
Azuaga defends the “continuity and protection” of the bank’s values and culture
The president of Unicaja Banco, Manuel Azuaga, has considered in his speech before the shareholders’ meeting that the new stage that is opening in the entity “has to be articulated” through the “continuity and protection” of the bank’s values and culture“guaranteeing stability and adequate attention to the day-to-day of families and companies and society”.
“After the configuration of the first directive lines in the summer of 2021, during last year the organization chart of the entity was fully deployed with the aim of taking advantage of the full potential of the human team in three lines of defense: management, control and supervision, each of which, in their respective roles, is essential for the good functioning of the bank“, he stated.
For his part, the CEO, Manuel Menendezhas reviewed the accounts that the bank obtained in 2022, has indicated that the projects to achieve the objectives included in the 2022-2024 strategic plan have a degree of progress of 54%, while close to 85% of the synergy plan of the merger by absorption with Liberbank.
In addition, he recalled the inclusion of Unicaja in the Ibex 35 in December 2022 and that the total return for shareholders in 2022 was 22%.
The ERE, already executed at 80%
During their speeches, the president of Unicaja Banco, Manuel Azuaga, and the CEO, Manuel Menéndez, pointed out that 80% of the departures of 1,513 workers agreed in the ERE and 100% of the closure of offices have already been carried out awake.
On the other hand, a hundred workers of Unicaja Banco have protested this Thursday at the doors of the entity’s headquarters, coinciding with the ordinary general meeting of shareholders, in protest against the working conditions of the staff and the “Liberbankarization” of the entity.
UGT denounces the “absolute disorganization” suffered by the bank’s workers, which has adopted a “chaotic and outdated” business model that did not work at Liberbank.
CCOO, for its part, claims the “end of governance crisis” that Unicaja lives after its merger with Liberbank and that “so much damage” is doing to the entity.