852.75 National Telephone Co./366: Telegram

The Chargé in Spain ( Bucknell ) to the Secretary of State

128. My 123, May 15, 1 [2] a.m. The following is a close translation of the text of the aide-mémoire presented to Suñer by Behn and agreed to by the former and today approved by Franco:

“1. The International Telephone and Telegraph Company is reinstated in the management and control of the Compania Telefonica National de Espana thereby reestablishing the status quo ante of July 18, 1936.

2. The management of the company shall be composed of: an executive vice president (administrador delegado) with all the effective powers of a general administrative nature of the company subject only to the general approval of the board of directors of the company; a general manager who shall exercise the management of the services of the districts both peninsular as well as outside the peninsula; a general secretary; a comptroller; a general treasurer; a chief engineer; a superintendent of construction and maintenance; a commercial superintendent; a superintendent of traffic and a superintendent of the technical school, these departments functioning under the control of the executive vice president.

The president, executive vice president, and general manager shall be appointed for periods of 1 year subject to reappointment in their positions if the board of directors so resolves.

3. It is the present intention of the International Telephone and Telegraph Corporation to appoint Americans for the position of heads of departments as follows: executive vice president, comptroller, chief engineer, superintendent of construction and maintenance, commercial superintendent, and the necessary assistants. This clause, in view of the provisions of the contract with the state, does not constitute a limitation upon the International Telephone and Telegraph Corporation’s rights.

The executive vice president can carry out such changes in the organization of the services and make such appointments of heads of services and assistants as he may deem necessary for the proper progress of the company.

4. The Americans who have been separated from their positions as a result of proceedings whose revision has been requested of the [Page 887] government, or who leave the company for any other reason, can be substituted by other Americans to whom the authorities shall grant the necessary permits without any obstacle whatever, as well as to the remainder of the American personnel which is appointed.

5. There is no question whatever with respect to the contract with the state and the contracts between the Compania Telefonica Nacional de Espana and the International Telephone and Telegraph Corporation.

6. Without this paragraph constituting a limitation in view of the provisions of the contract with the state the International Telephone and Telegraph Corporation proposes for the present to appoint 6 Americans of the 18 directors elected by the stockholders, the 3 Government delegates completing the total number of 21 directors provided by the company’s statutes. [”]

The delay since my last telegram has been caused by Suñer’s illness and not by any last minute differences of opinion.

Behn expresses himself as entirely satisfied and is leaving tonight for Paris for urgent business connected with problems presented to the company by the German invasion of Belgium. He expects to return in a few days and has agreed with Suñer that any further details of the settlement of the telephone company case will be discussed and settled at that time.