- Large part of the changes in the Good Corporate Governance Code relate to the board of directors and its specialised committees, to improve its efficient functioning and to favour the participation and dedication of its members:
I Meeting of the Board.- It is
recommended that the board meets at least eight times a year.
II Board Members
- Non attendance.- If a director does not attend a meeting, it is recommended that he or she confers representation with precise voting instructions.
- Gender diversity is encouraged, promoting the objective that in 2020 the number of women directors represents at least 30% of the members of the board of directors.
- Independent directors are recommended to reach at least half of the total number of directors (or only a third in companies that do not have a high capitalisation or companies with one or various shareholders who jointly control more that 30% of the share capital).
- Coordinating Director. The functions of the coordinating director ares extended with respect to those regulated by the Companies Act. He or she ought to be charged with keeping contact with investors and shareholders to learn about their opinions and concerns regarding the company's corporate governance.
- Conflicts of interests. It is recommended that companies publish on their websites any information on the remunerated activities performed by their directors, whatever their nature.
- Remunerations.
a.
Some recommendations are included towards there
being a balance between the need to remunerate the directors' talent and
dedication and promoting corporate sustainability and profitability at long
term. It is recommended that the contract with the executive director includes the possibility that
the company may claim reimbursement of the variable components of the
remuneration when payment is not in line with performance conditions or
when they have been paid in view of data that is later proved to be inaccurate.
b.
In relation to the termination compensation, it
is recommended that a quantitative limit is established equal to the total
annual remuneration for two years, and also that the compensation is not paid
until the company has verified that the director has accomplished the
established performance criteria.
III Board Structure. Commissions and Units
- Internal risk control and management unit. The Code recommends its creation under the supervision of the audit committee to the correct functioning of the company's risk control and management systems and monitor compliance of the policy defined by the Board.
- Nomination and remuneration committee, due to the importance given to the selection of directors and the plurality of technical considerations to be taken into account when establishing their remuneration systems, in high capitalization companies it is recommended that two separate committees be created, one for remunerations and the other for nominations,