"I want to express my concern about possibility that some actions have not been entirely correct and have been at limit of what can be done" in a board of directors. This is accusation that Roberto Higueras, a counselor close to n-President Ángel Ron, launched in Council that would end up approving his cessation and election of Emilio Racho as a substitute a year ago, on December 1, 2016.
Seven of fifteen advisers criticized with extreme harshness procedure carried out by anor group of advisers to relieve maximum executive. "Perplexity," "Total darkness", "total discrepancy", "quite painful", without an open approach in Council, "irregular process" and "serious risk for entity", are some of accusations that are contained in Minutes of that council to which it has had Access to country. With perspective of time, it follows that serious confrontation that lived bank n was a germ of its subsequent bankruptcy, six months later.
The trigger of clash between directors was third capital increase of Popular, which was closed in May 2016, for 2.5 billion. With this money it was already 5.5 billion those who had received Bank of ir shareholders in four years. The price continued to fall because bank was not able to adequately provisioning many real estate assets that polluted balance sheet. Many believed that president's credit was over, that he had been in office for 10 years.
The main opponent of Ron was group of Mexican investors, captained by Antonio del Valle, who entered 2014 buying 6% of capital; He came to have an investment of 550 million. He began his strongest battle against Ron in June 2016, while some media were leaking plans to throw him out. Former counselors say that Del Valle sought a merger with Sabadell, but he desisted because he was convinced that he could unhorse Ron and control Popular, but he did not succeed; What he did achieve was to throw CEO, Francisco Gómez, in July, replaced by Pedro Rena."There is much to do and environment is getting worse"
The Council of 1 December in which Ángel Ron was dismissed lasted two hours, from 12 to 14. The advisors who had promoted relief and ir support ( Mexican group, Crédit Racing, Allianz, Councilor Reyes Calderón, José María Arias, José Ramón Estévez and Helena Revoredo) barely spoke, according to minutes.
However, those close to n president, Ángel Ron, did and said " grave risk" that could have that process for stability of Popular. They understood that y received calls from Bank of Spain and CNMV to arrive at a pacted solution, that is, to accept it, which was candidate of regulators.
Several spoke of risk of leaks (in Council room it was studied to put inhibitors) for stability of bank. But obsession was that war did not come outside, to offices. They proposed to send a message "of thanks to staff and bet on confidence in future", as Roberto Higuera proposed. José Ramón Estévez was furr proposed "a positive and reassuring message" for staff to be explained reasons for change.
Much of previous address points to Antonio de Valle as bank's destabilizing. However, according to sources from Mexican group's environment ir investment "had a long term vision" and " change in presidency was a collegiate decision by bank's general interests."
Almost all, even those of opposition, thank Ron "his commitment and dedication" but Arias, after expressing "his affection for president", reproached him "that he had postponed" his march. They also called for "staunching wounds" with sack.
Ángel Ron said that it was not going to be an obstacle and that it did not manifest itself on process of change. He did warn: "What remains to be done is very relevant and environment is getting worse." Right.
In August, Del Valle already had support from some advisors and executives from outside bank. One of his allies was José María Arias, former president of acquired Banco Pastor and vice president of Popular. Arias was only one who voted against May capital increase because he wanted a merger.
In September and October, talks that were joined by Reyes Calderón, coordinator of independent directors and president of appointments, Government and corporate responsibility committee, continued. She started searching for a surrogate hiring a headhunter, Spencer Stuart. He presented a shortlist: Emilio Racho, Manuel Pizarro and Antonio González Champion, although favorite was first. In face of this situation, Ángel Ron had started talking to Francisco González, president of BBVA, to close a merger. Allianz, which had 3.5% of entity, would become global partner of Banco Vasco. According to previous address, he offered 4.5 billion euros, but Ron asked him to raise price and launch a bid. Gonzalez didn't accept.
The key to toppling Ron was support of French bank's Credit racing, which was 4%, and Allianz, as well as role Bank of Spain took. Ron lost support, but still defended audit of shareholders (9.55%), and much of independent, many linked to Opus Dei.
On November 28th came a key movement: Faced with enormous tension that Popular people had, with leaks in media about future of Ron, Bank of Spain called on consultations with representatives of Crédit Racing, Allianz, LA Audit (which was represented by Fig tree, which in ory was independent) and Reyes Calderón, according to sources of previous Council. All of m, except audit, told supervisor that Ron should be changed. Hours later, president spoke to governor and deputy governor and said he was willing to take a step backwards "for stability of bank." The supervisor asked for a tidy relief, according to sources of direction of n, something he did not get.
On November 28th Calderón convened a commission with independent and Sunday councillors and presented shortlist of candidates. He gave m a day, 29th, to analyse m; The 30th continued meeting, in which election of Racho was approved after loud reproaches that prolonged appointment until evening.Learn More
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The continuation of process was Council of December 1. Jorge Oroviogoicoechea, an independent close to Ron, said, as stated in Minutes, that "for reasons he does not know, until November 11" he had no communication "of president's succession process, although he had been open months ago. He expressed his "dissatisfaction and discomfort" for his exclusion from process and recalled that several demanded that he be nullified by haste with which he took, without achieving it.
This counselor and ors said y suffered " pressure of various regulators and authorities" to choose from. Some of independents said y were inclined to Pizarro, but ors demanded to support m. "The dilemma was a confrontation and rupture by this blockade, with serious consequences, or vote only candidate that some chose months ago," says Oroviogoicoechea before he voted for bank, who came to bench but did not save him.