Following the recent divestment by investment fund CVC, which sold its 13.8% stake, Naturgy has adjusted the composition of its governing body. The departure of CVC's three appointed directors has led to a reconfiguration, leaving the board with eleven members, the minimum allowed by its statutes, and two vacant positions. One of these seats will be filled by a new, high-profile independent director.
The chosen appointee to strengthen the board is Enrico Letta, who previously served as Prime Minister of Italy. The group highlighted that Letta brings "maximum institutional experience, a solid academic career, and a deep understanding of the EU," qualities deemed valuable for the company's new phase.
With these changes, Naturgy's board, a key player in the gas sector and Spain's third-largest electricity company, will consist of six "dominical" directors. These represent the two main shareholders remaining after the recent exits of CVC and BlackRock-GIP: three from Criteria, the investment arm of Fundació La Caixa and the largest shareholder with 28.5%, and three from the Australian fund IFM, which holds a 15.5% stake.
Furthermore, the number of independent directors rises to four with Letta's inclusion. The board also includes one executive director, chairman Francisco Reynés, who also serves as the non-executive vice-chairman of Criteria.
Concurrently with the renewal of personnel, Naturgy has amended its internal regulations to abolish the reinforced majority system, which required a two-thirds majority for decision approval. This model, in place since 2016 and designed to ensure consensus among major shareholders, is now replaced by an ordinary majority system, where a simple majority (half plus one) of directors is sufficient.
Another approved change affects IFM's representation, with German economist Anke Groth set to replace Nicolás Villén. Groth, who has an extensive professional career with the German energy group E.ON, currently serves on the boards of DKV Mobility Group and Mondi.
