2023-08-06 04:00:52
The next agreed departure of the Asturian Manuel Menéndez after having been left in a minority on the board of directors of Unicaja Banco when he had to undergo a reassessment for his continuity as CEO whose result was known in advance that it was going to be unfavorable, the appointment as a substitute for from Malaga Isidro Rubiales (a person most trusted by the bank’s president, Manuel Azuaga) and the immediate decision of the Oceanwood investment fund (which had supported Menéndez since his time at the helm of Liberbank, the Asturian bank integrated in Unicaja in July 2021) With the sale, in an express operation, of practically all of its shareholding in the Andalusian group and the immediate abandonment of the board of directors, they have completed a reversal in the power structure of the sixth largest bank in the country by volume of assets . The operation is now culminating, but it began to take shape at the same time (December 2020) that the integration agreement was made public.
The Malaga sector, which was dominant in the merger due to the larger size of Unicaja Banco compared to Liberbank, now has overwhelming control, while the representation of the Asturian bloc has been reduced to a minimum, with a single director out of a total of fifteen and at risk of losing it in the near future.
The slam of the door of the British-Maltese Oceanwood fund last Tuesday, just twenty-four hours after Rubiales’ appointment as the next CEO, is probably sweet reading for the Malaga-based bank insofar as it is a type of investor with a profile sometimes uncomfortable and aggressive, and more so because he was a shareholder who was very close to the Asturian bloc.
However, and beyond the stock market punishment suffered in the first hours -and from which the bank is in the process of recovering-, the sudden abandonment of the third largest shareholder (Oceanwood owned 7.41% and has been left with a residual 0.35%) prolongs the tortuous internal instability and the agony of resignations and resignations that the group has experienced in the two years since the merger. It also means the loss of a reference partner, who –in the case of Liberbank, first, and Unicaja, later–, far from acting speculatively, has maintained a loyal position with the institution and support for management, as This was evidenced in the summer of 2017 with its support for Liberbank, providing resources in a capital increase designed to ease the virulent stock market turbulence unleashed against the Asturian entity as a result of the collapse of Banco Popular.
The departure of Oceanwood may entail greater homogeneity for the council, and from this point of view it may help to pacify the opponent by resigning, but it also entails a loss of diversity and elements of contrast, which are necessary ingredients to avoid the risk of inbreeding.
The appointment of Isidro Rubiales as the next chief executive was the expected decision. Although the formality was kept, with the assignment to a headhunter company to select possible internal and external candidates, and with the presentation to the council of a short list of possible alternatives to succeed Menéndez, Rubiales, number two in the Malaga sector, there was always been the “cover” and it was known that he was the winning candidate since the tensions and dissensions, which were left poorly closed in December 2020 -when the merger protocol was agreed-, reopened definitively, and now without truce since So, in July 2021.
In fact, the great trigger that alarmed the Malacitano block at what they considered a violation of the distribution of power agreed in 2020 (60% for Unicaja and 40% for Liberbank) was the withdrawal of Rubiales (general director of Control, Strategy and Relations with supervisors, as well as deputy to the president) of the powers over strategy and the assignment of these powers to the Menéndez area by majority decision of the board, including the four members who then represented the Unicaja Banking Foundation, the bank’s largest shareholder with 30, 2. 3%.
Now, the sector from Liberbank has been left with a weight on the board of 6.66% as a result of the cascade of replacements and resignations. Therefore, very far from the 40% that the Asturian bloc was assigned in the merger protocols. This resounding drop evidences that the unscathed preservation of the initial distribution –whose defense at all costs was invoked as a justifying cause of the internal war experienced– lacked foundation, except to establish, as an exchange equation, the previous exchange of the shares of the two banks in order for the merger to materialize in terms proportional to the weight of each of the entities, and for its reflection in the composition of the board and in the starting management structure. The subsequent evolution, as is now evident with the Asturian blurring, is no longer subject to any prior rule but to the course of events.
In reality, the Malaga sector was never satisfied that the executive power of the resulting bank was assumed by someone from the minority shareholder. If the merger protocol prospered “in extremis” it was because Liberbank agreed to allow Menéndez to undergo a revaluation in 2023 and because of the pressure exerted by the then president of the Bancaja Unicaja Foundation and former president of Unicaja Banco, Braulio Medel, leader for decades of the old Malaga savings bank and the successor bank, and who through the Foundation controlled the group as the dominant shareholder.
The revolt of the Andalusian managers and social sectors of Malaga against the ratification of Menéndez (which was scheduled for last month) took Medel ahead (a vault key that needed to be removed to undermine the options of the Asturian executive), fractured the board of trustees of the Foundation and opened a turbulent period at the bank.
Having achieved all the objectives, Unicaja Banco has now returned to its origins and to the culture of the old savings bank: the management team of the old Malaga bank has the presidency of the bank (Manuel Azuaga), his subordinate Isidro Rubiales will become the director The delegate and management of the Unicaja Banking Foundation (largest shareholder, with almost a third of the capital) is carried out by José Manuel Domínguez, a former director of the house, and who until his retirement in February 2022 was general secretary of Unicaja Banco and, as the former, a trusted person for decades at Medel.
The cost of the operation has been high in terms of corporate governance, stability and image. In two years (between July 2021 and July 2023) the operation has led to the removal, resignation or dismissal of 14 members of the bank’s board of directors. 27 people have passed through the council in 24 months (28 if Rubiales is included, pending confirmation by the European Central Bank) and another one has yet to be appointed (the replacement for David Vaamode, resigning representative of Oceanwood), with which in the end it will be 29.
Although it has been said that the ECB preferred a CEO from outside the group and that it does not believe that it is a good formula for the chief executive to be a subordinate to the president because this makes it difficult for them to act as a counterpower, the mandatory authorization of Rubiales as chief executive by the regulator is taken for granted. The rebellious movement against Menéndez was a reaction against the exercise of power by a director foreign to the culture of the house. So any other executive coming from abroad would hardly have found a good reception even if, due to his neutral origin, he aroused less suspicion than the one who had directed the absorbed bank and therefore had his own team of trusted collaborators.
The ECB has given priority to closing the crisis as soon as possible and has chosen to lean on the side of the main shareholder to avoid further instability. Hence, it accelerated the confirmation of the four new directors of the bank appointed by the Foundation under the direction of Domínguez to take over from those who were during Medel’s tenure (reducing the usual scrutiny periods for this purpose), which he will compromise with that a collaborator of the president becomes the first executive and that he has been tolerant of the deadlines for relinquishing his executive powers by Azuaga: this, which should have occurred on July 31 as stipulated in the protocols (in which case such faculties would have fallen to Menéndez, still in office), will not take place until September or October, once Rubiales has the formal approval of the ECB and takes office.
#Unicaja #returns #origins #keys #losing #Asturian #weight #bank