The existence of an effective, transparent and structured Corporate Governance system geared towards the management of Indra’s operations is essential to guarantee its success via sustainable and orderly growth.
The Governance Model is solidly structured upon its principles, internal regulations, codes and corporate policies. Together, this constitutes an overall guide to ensure that all the aspects related to the business are properly addressed, in accordance with the national and international regulations, standards and best practices in matters of Corporate Governance.
The principles of Indra’s Corporate Governance Model are:
- Efficiency; to guarantee the most suitable composition of the administrative body and apply measures that allow it to act with purpose and independence in the interests of social welfare, the shareholders and Indra’s sustainability.
- Fairness; to encourage dialogue with shareholders, investors and other stakeholders and equal treatment of all parties.
- Respect for rights; to implement measures to promote informed shareholder participation and the exercise of their rights.
- Responsible compliance by management; active supervision with specific and non-delegable responsibilities.
- Transparencia; tanto en su vertiente informativa como en lo que respecta al compromiso con el diálogo con todos los grupos de interés.
The Board of Directors and its Committees, along with the Steering Committee constitute Indra’s governing bodies. The duties of the Board and its Committees are set out in the Board Regulations, which implement the provisions of the Articles of Association.
There are currently three Committees:
- Audit and Compliance Committee
- Appointments, Remuneration and Corporate Governance Committee
- Sustainability Committee
Board independency
As a listed Spanish company, Indra is subject to different regulations. In particular, with regard to the independence of its directors, the Spanish Companies Act (Ley de Sociedades de Capital, LSC) establishes a definition of this category of director in article 529 duodecies, according to which Indra has 54% of independent directors.
However, given that Indra operates in a global capital market, the independence of its directors can be analysed from different points of view. Specifically, according to the regulations of other jurisdictions, the category of external directors (proprietary and independent directors) are considered independent provided that they meet certain criteria. Following this last definition, it could be considered that Indra's 10 external directors are independent and therefore this category of directors represents 77% of the total members of the Board.
The criteria referred to are as follows:
- The director must not have been employed by the company in an executive capacity within the last five years.
- The director must not accept or have a “Family Member who accepts any payments from the company or any parent or subsidiary of the company in excess of $60,000 during the current fiscal year or any of the past three fiscal years”, other than those permitted by SEC Rule 4200 Definitions.
- The director must not be a “Family Member of an individual who is, or during the past three years was employed by the company or by any parent or subsidiary of the company as an executive officer.”
- The director must not be (and must not be affiliated with a company that is) an adviser or consultant to the company or a member of the company’s senior management.
- The director must not be affiliated with a significant customer or supplier of the company.
- The director must have no personal services contract(s) with the company or a member of the company’s senior management.
- The director must not be affiliated with a not-for-profit entity that receives significant contributions from the company.
- The director must not have been a partner or employee of the company’s outside auditor during the past three years.
- The director must not have any other conflict of interest that the board itself determines to mean they cannot be considered independent.
All external directors meet at least 4 of the 9 criteria (of which at least 2 of the 3 first criteria) listed above.
Board diversity
Indra’s policy for the appointment of directors establishes that the Board of Directors and the Appointments, Remuneration and Corporate Governance Committee must ensure that certain criteria and policies are applied when selecting people to hold positions as directors. In particular, these are geared towards diversity among the members of the Board in matters of gender, skills, training, professional experience and age, ensuring the absence of any kind of discrimination based on gender, religion, ideology, nationality or disability.