Ferrovial has defended the international weight of its shareholders to justify the change of headquarters from Spain to the Netherlands, but the truth is that foreign funds do not have a presence in the body where the group's major decisions are made, the board of directors, where Only two forces coexist, the Del Pino family and the independent members.
Ferrovial's shareholding structure is characterized by its foreign profile, but also by its strong fragmentation, which disperses the influence capacity of the funds and makes Rafael del Pino and his family, with more than 28.6% of the capital, the decisive figure. There is no political counterweight from some international firms with extensive activist backgrounds in other countries.
According to information from the CNMV, the executive president, Rafael del Pino, has 20.4% of the shareholding, compared to 8.2% for his sister María and 4% for his brother Leopoldo, which gives them control of the company. . Del Pino's participation is registered through the Amsterdam-based company Rijn Capital, so he is not part of that 10% of the capital that the group identifies as Spanish.
Among the investment funds with significant holdings, TCI stands out, directed by Christian Horn, a well-known international activist, characterized by influencing the management of companies to bring about transformative changes. Horn has 6% of Ferrovial and also has a presence in Spain in the shareholding of Aena, without sitting on the boards of directors of any of them. He is in favor of moving to the Netherlands, but has no influence on the board, which is charged with submitting the proposal to the shareholders' meeting. Other shareholders are Blackrock and Lazard, with 3% each.
This shareholding structure allows the del Pino family to dominate the Sunday presence on the board of directors, which is made up of twelve members, six of whom are independent. It also gives him a supervening responsibility, and that is why the Minister of Economic Affairs, Nadia Calviño, addressed the executive president directly yesterday to reproach him for the change of venue.
Rafael del Pino sits on the decision-making body as executive and proprietary, Ignacio Madridejos as CEO with an executive profile, María del Pino as proprietary and José Fernando Sánchez-Junco, who is assigned a sui generis category from another external, which on a technical level it places it in intermediate territory. The Del Pino family has at times seated four members on the council.
The participation of TCI and the funds is less than 8%, which entitles them to claim a seat on the board, so that the rest of the members have the category of independent, with Juan Hoyos, former president of Haya Real Estate and former executive of Santander Brazil as coordinator. The percentage of independents exceeds the standards recommended by the good governance code of the CNMV.
The Del Pino family has only needed to convince the bloc of independents to propose to the market the reverse merger operation through which the Dutch subsidiary will absorb the Spanish parent company. Under the proposed scheme, the board of directors of the future parent company domiciled in the Netherlands will have the same composition as the current one, so that no one will lose their position.
Among the independents there are relevant national figures, such as the former president of Repsol Óscar Fanjul and the former president of ArcelorMittal Spain Gonzalo Urquijo, who has extensive management experience in a steel group that is listed simultaneously in several European markets, as Ferrovial wants to do. .
There are also several independent members with a very international profile, such as Philip Bowman, who was CEO of Scottish Power, the Scottish utility owned by Iberdrola. Also included are the former CEO of Maersk Tankers Hanne Sorensen, the former CEO of IBM Bruno di Leo, the former CEO of BMW in Asia Pacific Hildegard Wortmann or the former CEO of Wells Fargo Securities in EMEA Alicia Reyes.
The board of directors must convene the shareholders' meeting and submit a proposal for a change of venue. In accordance with Ferrovial's bylaws, a majority of more than 50% of the capital, with a minimum quorum of 25% on second call, is enough to carry out the project. It will be at this moment that the votes of international shareholders will be decisive, and the forecast is that there will be no resistance.
The only element related to the shareholding that can derail the operation is the right of separation enjoyed by any shareholder. If the investor is against having the shares exchanged for new ones, they have the right to sell them to Ferrovial at 26 euros per share, and if the requests exceed 500 million euros, or 2.6% of the capital, the company He will give up the operation because it is too expensive for him.
