The executive president of Naturgy, Francisco Reynés, yesterday waived his long-term bonus to avoid a conflict of interest in the future takeover bid (takeover bid) being prepared by Criteria Caixa and Taqa. The energy company indicated in a statement to the CNMV that the senior executive has made the decision to guarantee “absolute independence and neutrality” in the defense of the interests of the company and shareholders in the face of any potential offer.
Specifically, Reynés proposed to the appointments and remuneration committee to return his remuneration scheme to the initial model provided for in his February 2018 contract and in the remuneration policy approved by the June 2018 shareholders' meeting, according to a company statement. to the CNMV. The board of directors made the decision unanimously yesterday.
Market sources indicated that this decision has been made by the executive president voluntarily and for the sake of greater neutrality in the possible takeover bid. The part of shares that would have corresponded to Reynés will not be distributed among the other directors. After the resignation, there are 23 managers who benefit from this incentive plan.
Beyond this bonus, the remuneration of Reynés and the company's leadership has been the subject of debate in recent years. At the last shareholder meeting at the beginning of the month, there was speculation that the board of directors might lose a vote on this point. Finally, Criteria Caixa came out in support of the leadership, despite abstaining a year ago.
Naturgy linked its long-term incentive plan (IPL) to its executives, including its executive president, to the company's profitability for shareholders. In this way, the current remuneration will be collected in titles, unlike previous programs that were paid in cash, in 2025 (originally it was in 2022). To this end, a separate corporate vehicle was created, which has been provided with resources and an adequate capital structure with 200 million euros in shares at an average price of 23.15 euros. At the end of the period, this vehicle will obtain a financial result derived from the collection of dividends attributed to its shares and the revaluation of their price. At that moment it will sell the shares necessary to return all the resources received, and only after settling all its obligations with third parties will it distribute the surplus among its participants, in the form of securities.
In the last year, Naturgy shares have fallen almost 14%, to 23.3 euros per share yesterday. The value was down by around 25%, but in recent days it has risen due to the heat of information about the takeover bid prepared by Criteria Caixa and Taqa, a fund from the United Arab Emirates.
