Press Release of Banco de Portugal on the proposal presented by Espírito Santo Financial Group, S.A. with the support of Crédit Agricole, S.A.
Banco de Portugal has received the proposal presented by Espírito Santo Financial Group, S.A. (ESFG) with the support of Crédit Agricole, S.A. (CASA), appointing new members to the Board of Directors of Banco Espírito Santo, S.A. (BES), by cooptation, to fill the positions of Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Through this proposal, ESFG has requested the Chairman of the General Meeting to amend the Order of Business through simultaneous cancellation and summons of BES's Extraordinary General Meeting on 31 July, to ratify the cooptations, to elect a new Chairman of the Board of Directors and to approve statutory amendments with a view to reinforcing BES's internal governance.
Banco de Portugal notes the shareholder dialogue that enabled a proposal for the new CEO and CFO to be presented and the choice of a procedure that prioritised speed, as well as the proposal to elect a new Chairman of the Board of Directors at the next Extraordinary General Meeting. The appointment of new holders of those positions addresses Banco de Portugal's concern that the management and audit bodies of credit institutions be independent and conduct themselves according to sound and prudent management criteria, with a view to safeguarding, above all, the security of funds entrusted to those institutions.
Banco de Portugal also notes that the proposals for statutory amendments to be submitted at the next Extraordinary General Meeting aim to strengthen BES's internal governance. Banco de Portugal believes that solid internal governance models are essential for ensuring sound and prudent management of credit institutions.
The decrease in ESFG's voting rights following the recent capital increase, the amendments to the management body and internal governance mentioned above, to be confirmed, and the resignations of five members of the Board of Directors representing ESFG that were announced in the interim will lead to an amendment to the perimeter of supervision on a consolidated basis under the terms of the legislation in force, becoming instead BES.
Lisbon, 5 July 2014