- The new structure will consolidate compliance with Recommendation 17 of the Code of Good Governance, with at least half of the Board’s fourteen total members being independent members.
- In the selection of new independent board members, efforts will be made to comply with gender diversity recommendations.
- The separation between the role of the non-executive chairman and the company's chief executive officer (CEO) will be consolidated and the importance of the role of the coordinating independent board member will be increased.
- The elimination of the provision on the tiebreaking vote of the Chairman of the Board contained in Article 24 of the Company's Bylaws shall be submitted to the Shareholders' Meeting.
- Korn Ferry will be in charge of the search process for new Board members, under the leadership of the current independent Board members.
Indra has informed the CNMV (National Securities Market Commission) of the decisions adopted at today's Board meeting aimed at consolidating the reorganization of its governing structure in order to maximize its compliance with best practices in Corporate Governance. The measures adopted include the resolution that the proposals for the appointment of new Board members be submitted to an Extraordinary General Shareholders' Meeting, which will be convened once the selection process for independent Board members has been completed.
At the same Extraordinary Meeting, a vote will be taken to set the number of members of the Board members at fourteen, of whom at least half will be independent. In this way, the new structure will comply with Recommendation 17 of the Good Governance Code of Listed Companies. This measure will be reinforced by submitting to the approval of the Meeting the elimination of the provision on the tiebreaking vote of the Chairman of the Board contained in Article 24 of the Company's Bylaws, which will also be removed from the Regulations of the Board of Directors.
In the selection of new board members, efforts will be made to comply with gender diversity recommendations. Furthermore, the separation between the role of the non-executive chairman and the company's chief executive officer (CEO) will be consolidated and the importance of the role of the coordinating independent board member will be increased, as established by the highest standards of Corporate Governance.
The Board has retained Korn Ferry as a specialized consulting firm to advise the Appointments, Remuneration and Corporate Governance Committee in the selection process for independent Board members, a process that will be led by the current independent Board members. The hiring of Korn Ferry reinforces Indra's commitment to comply with good corporate governance practices, in line with the principles of the Good Governance Code of Listed Companies. Korn Ferry is an international professional services firm specializing in talent and organizational consulting. It has a practice specializing in Boards of Directors worldwide, helping these organizations to operate with the best Corporate Governance standards.
About Indra
Indra (www.indracompany.com) is one of the leading global technology and consulting companies and the technological partner for core business operations of its customers worldwide. It is a world-leader in providing proprietary solutions in specific segments in Transport and Defence markets, and a leading firm in Digital Transformation and Information Technologies in Spain and Latin America through its affiliate Minsait. Its business model is based on a comprehensive range of proprietary products, with a high-value, end-to-end focus and with a high innovation component. In the 2021 financial year, Indra achieved revenue of €3.390 billion, near 52,000 employees, a local presence in 46 countries and business operations in over 140 countries.
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