Tuesday, May 12, 2015

Thales: the implications of withdrawing Henri Proglio – Les Echos

The former CEO of EDF threw in the towel by accusing Bercy “campaigning against him.” In the Ministry of Economy, we judge that its relations with the Russian state atomic energy agency Rosatom were likely to create conflicts of interest.

Henri Proglio sliced. Faced with the conditions imposed by the State, the former CEO of EDF and Veolia finally decided to abandon the non-executive Chairman of Thales, on the eve of the general assembly of electronics and defense group, which had to rule on Wednesday on the new governance. In an interview to the newspaper “Le Monde”, explains Henri Proglio withdrawing his candidacy, saying the target is a “campaign fueled by Bercy.” “I’ve had enough of suspicion, humiliation, he says. We have to stop to take me for a clown, a spy, a glutton, a traitor … “

This ultimate coup de theater in the long soap opera governance of Thales, began in October 2014 with the departure of its CEO, Jean-Bernard Lévy for the presidency EDF challenges the agreement painstakingly reached there four months between the two main shareholders of the group, as are the French state, with 27% stake, and the Dassault family group, with 25.5%. The Dassault Group, which had not enjoyed seeing the state poach Jean-Bernard Lévy, had imposed the appointment of Henri Proglio, not renewed the head of EDF in late October, the non-executive Chairman of Thales in matching that of Patrice Caine, the current CEO of Thales, chosen by the public guardianship to take the operational management of the company. Henri Proglio is an intimate of the Dassault family. This is one of the members of the support committee of wise men to deal with potential conflicts of interest at the time of succession.



A close friend of the Dassault family, member of the Committee of Wise Men

But the ink of this agreement was to barely dry as the first subjects of controversy over the conditions of the appointment of Henri Proglio began to appear in the media. The Ministry of Economy had first wanted to peak at 140,000 euros per year the remuneration of the future president of Thales, instead of 400,000 euros per year claimed by Henri Proglio. Late last week, a new controversy has arisen about the presence of Henri Proglio on the boards of two companies linked to Russian Rosatom nuclear consortium. He has been a director of the Finnish company Fennovoima last April, in which Rosatom has a 34% stake. Challenges Monday reported a third term in ABR Management, holding the Russian bank Rossiya, under Western sanctions since March 2014, in response to the crisis in Ukraine and annexation of Crimea. A presence to be inconsistent with the presidency of Thales by Bercy, which had required that Henri Proglio break ties with Rosatom.

For the former boss of EDF, the was apparently that made the drop overflowed the vase. “This story is an alibi, he says in the columns of Le Monde. My lawyer Mr. Mignard has demonstrated that there is no conflict of interest. Behind all this history, we try to bring down a man for political considerations. “

A problem of ethics and conflict of interest

On the side of Bercy, it denies any malicious intent, claiming that the conditions to Henri Proglio had been fixed in the December agreement. “ It was normal that we ask Henri Proglio to choose between eminent non-executive officer even as head of Thales and real commitments, paying with major players in the military and civilian sector, particularly nuclear, Russian . It does not seem we supported. This is an ethical issue and conflict of interest , “said Emmanuel Macron, assuring:” I have not fed campaign, I have respect for man, for the leader he was at the head of Veolia and EDF . ”



In the medium term, what about the shareholders’ agreement between the State Dassault?

The immediate the withdrawal of Henri Proglio should not change much. The general meeting of shareholders, which had to be postponed in February, will be held as scheduled Wednesday morning at the Palais Brongniart. Draft resolutions related to the nomination of Henri Proglio as the postponement of the age limit of the president, will simply be canceled. As for the direction of Thales, it will remain the case Patrice Caine, who thus retain his title of CEO and whose legitimacy to the company’s head is challenged by anyone. “There is no risk of a vacuum of governance” says tone at Thales.

In the medium term, however, many questions arise. The project to separate the roles of chairman and CEO, registered in the December agreement between the State and Dassault, he will survive the output of Henri Proglio? Joined in the statutes, this dissociation is a possibility but not an obligation. “This will be the decision of the company,” says Emmanuel Macron. With the risk to relight the quarrels around the selection of a new candidate. Conversely, removal of Henri Proglio it could lead Dassault to denounce the shareholders’ agreement concluded in December with the state or even to question his positions at Thales? Contacted, the Dassault group has remained silent on its intentions. But such a rupture scenario does not appear in its interest, while Thales returned to growth after some difficult years, and will be one of the main beneficiaries of Dassault after export contracts won by Rafale.

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