Musical chairs at Naturgy and Indra

The departure of shareholders leaves questions about the composition of the board of directors

Madrid / BarcelonaChanges in the governing bodies or management positions of companies are not only driven by new hires. Sometimes, departures gain more weight. In just a few days, two of the main Ibex-35 companies have experienced this firsthand: Naturgy and Indra. In fact, a question mark hangs over the composition of their boards of directors due to the departure in Indra's case of the Escribano brothers, who held 14.3% of the company's share capital, while at Naturgy, it was the English investment fund CVC (13.8%) that divested. Other musical chairs are added to these movements.

Naturgy

A new industrial stage begins

After the departure of BlackRock in March, CVC has now divested 14.3% of the share capital it controlled through an accelerated placement in the market, from which it has obtained significant capital gains. Both funds entered the energy company to obtain a return in a relatively short period of time – they operate under this logic – and now that they have completed the exit operation, Naturgy has not only seen its free float increase, i.e. the shares traded on the stock exchange (liquidity, in financial jargon), but has also retained a core shareholder with an industrial focus led by CriteriaCaixa (28.3% of the capital) and the Australian fund IFM (15.5%).

Beyond how this affects the business from now on – market sources take for granted that an industrial boost will be given to the company because the focus will be on investments and not just on the stock, which opens the door for Naturgy to execute acquisitions –, the board of directors will have to be reconfigured. This, however, will not be immediate, agree different sources consulted by ARA. In fact, it will first be necessary to see how the capital is definitively reorganized.

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From the 16 directors Naturgy had, it went down to 13 members when BlackRock divested – those seats have not been filled –. With CVC's departure, the board would be left with 10 members: three from Criteria and three from IFM, although they have very different weightings in the capital; three independents, and Francisco Reynés as chairman and CEO. The company's statutes stipulate that this body must be composed of a maximum of 16 members. Previously, they included a minimum of 11 seats, a requirement that was watered down. In any case, the company can operate with 10 members on the board. However, it will continue to require a reinforced two-thirds majority to approve strategic decisions.

In the event of a reconfiguration, the new scenario opens the door for more independent directors to join, as recommended by the CNMV, or shareholder representatives (representing minority shareholders such as Sonatrach, with 4.1%, or the March family, which holds 5%; Goldman Sachs and BlackRock have retained 3% respectively through derivatives).

Indra

New number two

Josep Maria Recasens' entry as number twocontrolled 14.3% of the share capital and occupied two seats, but also the departure of the then CEO, José Vicente de los Mozos, and the entry of Josep Maria Recasens as number two, which will take effect on June 17.

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With Recasens, Indra will have 14 members on its board of directors – now, without De los Mozos, it has 13–. One of the Escribano seats is already occupied by the new non-executive chairman, Àngel Simón, while the other remains vacant. Last November, an attempt was made to recruit a new independent director, Mónica Espinosa, but her entry was frustrated by the veto of Endesa, where she had held a management position.

The fact is that, with 14 members, Indra complies with its bylaws: they require it to have between 8 and 16 directors. In this recent musical chairs following a new dispute within the company, the entity that has increased its weight in the company to maintain, precisely, its director is the Amber Capital fund, which has gone from controlling 5% of the capital to 7.24%. This week, on behalf of Amber, Magdalena Bertram has joined, replacing Pablo Jiménez de Parga.

Endesa

Adds a new Italian director

Endesa continues to expand its Italian footprint. A director from the Italian electricity company Enel, the main shareholder of Endesa, has appointed Daniele Caprini to the financial management of Endesa, replacing Marco Palermo, who will remain with the company. This is one of the changes since Italian Gianni Vittorio Armani was appointed new CEO, replacing Spaniard José Bogas.

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Fluidra

Change the financial director

Fluidra, the Catalan giant in connected equipment and solutions for the pool and wellness sector, has announced that the board of directors has appointed Juan Graham as the new Chief Financial Officer (CFO). Graham will join the company and Fluidra's executive committee on June 1, 2026, and will work closely with Xavier Tintoré over the coming months to ensure a smooth and coordinated transition. Tintoré will step down as CFO on August 1, 2026, and will continue to support the company until the end of the year as part of the transition. The appointment is the result of a planned and orderly succession process, linked to Xavier Tintoré's decision to embark on a new professional and personal chapter after 16 years as CFO of Fluidra.

Juan Graham has over 25 years of international experience in senior financial leadership roles, combining solid functional expertise with a very practical operational and management vision. He worked for nearly two decades at Johnson & Johnson, where he held leadership positions in areas such as consumer health, supply chain operations, treasury, mergers and acquisitions, and global finance. His experience includes the financial management of large-scale and complex organizations, including a business with over $14 billion in annual revenue. More recently, Graham has served as CFO of publicly traded companies in the United States, such as FibroGen and Perspective Therapeutics, where he led the finance, investor relations, IT, and strategic planning areas during periods of transformation and growth.

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Joost Kessels

Will lead Seat and Cupra's R&D

Joost Kessels has been appointed chief development officer, effective August 1, 2026. His incorporation will further strengthen Seat and Cupra's role within the group's electrification strategy. His main challenge in this newly created position will be to consolidate the success of the Cupra Raval launch along with the Electric Urban Car Family, as well as the technical development of the group's MEB21 electric platform, which was assigned to Seat and Cupra. These new responsibilities will be gradually assumed by the Martorell team and the full handover will be completed in 2028.

With over 20 years of experience at the Volkswagen Group, a doctorate in mechanical engineering from North-West University of South Africa, and four years as R&D director at China's FAW-Volkswagen, he combines solid technical expertise with the agility and speed needed to face the company's new challenges. For over a decade, he has contributed to the Volkswagen Group's electrification process, including the development of advanced battery systems. In line with the new governance model of Brand Group Core, he will report to Markus Haupt, CEO of Seat and Cupra, as well as to Kai Grünitz, member of the executive committee of Brand Group Core responsible for technical development (TD).

British Petroleum

Strike down the president

The oil company British Petroleum has dismissed its president, Albert Manifold, with immediate effect, citing "serious concerns" related to management, supervision, and conduct standards. The board of directors of the British company made the decision unanimously, in a new setback for a company that has had five CEOs since 2020 and a long chain of strategic and leadership turbulences. According to information published by the Financial Times, sources close to the board describe his management style as too aggressive. Furthermore, several sources categorize him as someone who "shouted" at executives, both in individual meetings and in sessions with more attendees, and state that on one occasion he allegedly withheld important information from other board members.