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KPN cancels CEO appointment following insider trading investigation

Dominique Leroy was due to switch from Proximus to KPN but now she’s CEO of neither following an investigation into insider trading.

Leroy (pictured) was unveiled as the new CEO of Dutch telco KPN earlier this month, having previously headed up Belgian operator Proximus. She was due to hang around at Proximus until December, but within days employees of the company protested the prospect of having a ‘lame duck’ CEO at a time when there was extensive restructuring underway. This led the Proximus board to bring forward Leroy’s departure date to 20 September.

Another reason for the staff kicking off may have been the revelation that Leroy had flogged a bunch of her Proximus shares on 1 August, just a month before calling it a day. No unreasonably this led to speculation that she may have conducted the sale in advance of an anticipated drop in the share price following the announcement of her resignation. Leroy addressed the matter in a personal message published on the Proximus site. Here is it in full.

I would like to comment my sale of Proximus shares on August 1, 2019.

A CEO of a stock quoted company has few moments in which he can trade his company shares on the stock market. As for me I was in a closed period- this is a period during which no transactions are allowed- since November 22, 2018. I had the intention to trade my shares since several months, but this was not possible. After the publication of the results of the second quarter, August 1st was the first day on which new transactions were possible. I have therefore instructed the bank end of July to sell shares that day, what happened with notification to the financial regulator on August 5, as it needs to be done and with publication on their site on August 6.

At that moment I had not decided to leave Proximus. I was in discussion about the renewal of my contract with Proximus and had some conversations with several external parties, amongst which KPN.

I understand that with hindsight the timing can create the perception that I did this exactly prior and because of my departure. This is surely not the reason for my sale of shares, but this can –now that the discussions with KPN are closed soon after my holidays and the communication on my departure already had to happen beginning of September- be understood in such way by the external world. I regret that this perception has been created, this is not in line with my values where integrity and transparency are very high.

Belgian authorities don’t seem to have been reassured by this explanation, however, and launched a formal insider trading investigation, even going so far as to search her home for incriminating evidence. Typically this isn’t the kind of stuff companies like hanging around their new CEOs and KPN seems to have decided Leroy is not worth the extra aggro.

“KPN regrets to announce that Mrs. Dominique Leroy is no longer a candidate in the process to become the Chief Executive Officer and Chairman of the Board of Management of KPN,” said today’s announcement. “The duration of the procedures which concern Mrs. Leroy by the authorities in Belgium is unclear and unpredictable. The Supervisory Board of KPN considers these uncertainties around timing not in the interest of KPN and its stakeholders. For this reason, the Supervisory Board has taken the decision to withdraw the intended appointment of Mrs. Leroy in the position of CEO of KPN.”

“This was a difficult decision for the Supervisory Board given the track record of Mrs. Dominique Leroy as a very accomplished executive,” said current KPN Chairman Duco Sickinghe. “However, the uncertainty around timing results in a situation, which the Supervisory Board considers not in the interest of KPN. We wish her all the best.”

In other words: you’re on your own, kid. While it’s understandable to rethink a decision in the light of new information, it’s notable that KPN isn’t willing to wait to see if Leroy is exonerated by rhe investigation. Either they think there’s little chance of that happening, they think she’s irredeemably tarnished regardless or they just think the process will take too long.

Leroy presumably did her due diligence before selling the shares, but it’s hard to see how she can justify selling the shares before the announcement of her departure was made, since she already concedes she was considering doing so when she sold them. Meanwhile both Proximus and KPN are CEO-less.


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