スペインの多額の42億ユーロの負債(借金)で破産(倒産)宣告した海産物冷凍食品会社のPescanovaの独裁経営者は、会社の飼い主!?
Elvira Rodríguez (CNMV): “Pescanova parecía una empresa con amo”
El supervisor bursátil propondrá cambios normativos a raíz del escándalo del grupo pesquero
“Pescanova ha superado momentos mucho más difíciles que el actual”
David Fernández Madrid 28 MAY 2013 - 14:58 CET
Elvira Rodriguez (CNMV), "seemed a company Pescanova love"
The regulatory filing proposed rule changes following the fishing group scandal
"Pescanova has overcome much more difficult time than the present"
David Fernández Madrid 28 MAY 2013 - 14:58 CET
The president of the National Securities Market Commission (CNMV), Elvira Rodriguez, has acknowledged that the different firewall that did not work to prevent a scandal give Pescanova business as failures included corporate governance processes of the company. "Pescanova is a company with a highly recognized brand and the fact that it seems to be run like a business with love is something hurtful to its shareholders, the brand Spain and securities supervisor," he acknowledged.
Rodriguez reported that the CNMV has received complaints from fishing group's minority shareholders who complain of not having received sufficient information on the actual situation of the company. "It is clear that the data that the company was providing to the market are not very consistent with what is now becoming known," he said. The responsible supervisor believes that we must await the outcome of the forensic audit is being conducted to determine the real situation of the company, but said everyone's interest that the company proceed with its business. "For our part, we are communicating all the steps that are being taken. The aim is to achieve a deterrent effect to prevent damage. Once this occurs the CNMV does not have the mechanisms to correct the fraud, but that this work belongs to court. Consequently Pescanova case surely propose any regulatory change, "he added.
Rodriguez made the remarks during his speech at the Annual Forum of the Director, organized by KPMG, IESE and COUNTRY. The head of the CNMV was cautious when advancing any conclusion of the investigation by the supervisor to determine whether the high volume of Bankia hiring the days before the execution of the capital increase was not permitted by practices Securities Market Law. "It's a complicated investigation and for this we have asked Iberclear you provide any information about who have moved the shares during these sessions. If discovered they were naked short sales in this type of trading is banned in Spain, but have could be several things. " Rodriguez said that if institutional investors have used the period of three days between surgery is performed and settled formally, is a strategy that would fall within enabling legislation on short selling in Spain. "We have to break up the operation. See who sold and why and, with that information, whether we have any gaps in the current legislation."
morePescanova hid losses for yearsSousa emptied passing Pescanova business activity to other companiesHe denies the hole pescanova 3,000 million
Rodriguez explained that in late January 2014 completion of the review should be "comprehensive" code of good governance that have sponsored the Popular Party government. In his opinion the crisis has revealed "weaknesses" in the current system of corporate governance. "We have to find a balance between too intrusive regulation and self-regulation. The existence of an effective system of good governance contributes to confidence and integrity to the proper functioning of the financial system."
Hand? Hard or self?
In the Director's Annual Forum has analyzed the role of corporate governance in the conduct of listed companies. Different interventions in this forum executives have shown their commitment to maximum transparency, but at the same time, concern that, as a result of the crisis and the logical climate of social unrest that has generated excessive imposed barriers to government companies.
John Scott, chairman of KPMG in Spain, believes that we must make an effort to explain the work of directors since they face the challenge of doing business in an increasingly complex world, global and frequent regulatory changes. "Sometimes very fast responsibilities attributed to the directors that do not correspond to reality." In his opinion, the proper functioning of the board is a "fundamental" to get the confidence of investors.
In the debate over which system is more effective corporate governance, Anglo-Saxon or continental European Popular Bank president, Angel Ron, believes that "no system is better than another." In his opinion, the differences are mainly due to the different schemes shareholding and recalled that the Spanish case most companies have shareholders which determines the composition of their boards. Ron emphasized ethical behavior for directors as fundamental and defended a margin of autonomy for companies. "There are aspects that can not be left to self-regulation as the right of shareholders to be protected by law," he added.
Antonio Llardén, president of Enagas, said his company has evolved in recent years towards a more Anglo-Saxon corporate governance, with more weight of the independent versus proprietary, due to the transformation undergone by the shareholders of the company . "Now our float is much higher than it was five years and a significant weight of international shareholders. This requires us to be more transparent and be in constant contact with our investors," according Llardén.
The Government and the CNMV announced a major revision of the Unified Good Governance Code, in force since 2006, to suit the current needs and regulations apply lessons learned from the financial crisis. The CEO of Ferrovial, Inigo Meirás warned in this regard that excessive regulation can be expensive "and less competitive" Spanish companies must fight copper in a global environment. Meir was in favor of self-regulation and is the supervisor who then determine if governance systems are sufficient.
In this same line of opinion is Javier Monzón. Indra President recalled that "neither corporate governance nor regulators" create competitive advantages, and advocated for looking at the business, and more specifically to the segment of large companies. Monsoon recalled that when the sense of ownership in a company is dispersed, this is represented by the chief executive. He noted that a company must have "risk appetite", to be successful and that the council's role is to oversee the executive work, support appropriate strategy and ensure the company has the best managers. "Everything else is added." The head of Indra warned that codes of good governance can be pro-cyclical and right now there is a danger that the regulation further accelerate risk aversion.
Monzon was concerned about the dialectic that has emerged and confronted the board of directors with shareholders. "Some want to assume joint council powers are. For example, on the issue of compensation lies with the board's decision and then inform the board." Indra's top executive defended the wages paid in large companies: "The compensation is a tool to attract the best talent and entrepreneurship. Must compensate in function of the needs of society and social environment". Monsoon reminded that money is paid to the directors "do not take away from anyone."
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