By Felix Lopez-Iturriaga, Spain, Full Professor of Finance, University of Valladolid

This ebook examines the most features of Spanish company governance. Spain is without doubt one of the best 20 economies world wide and one of many 5 biggest in Europe. the numerous transformations among the Spanish procedure and the Anglo-Saxon procedure (i.e., the united states, the united kingdom, Canada and Australia) make this e-book fascinating not just for the Spanish or ecu viewers, yet for a couple of attainable readers within the foreign area. It discusses the most features of Spanish company governance, the standards underlying the present scenario, and frames Spain within the overseas context of company governance. The publication also will discover the functioning of the most mechanisms of company governance, either by way of inner and exterior mechanisms. The ebook offers a transparent view of the way company governance has developed in Spain, the new traits in company governance, and the most evidence and figures to appreciate the Spanish procedure within the foreign framework. The booklet is meant to be used by way of executives in or out of the administrative schooling atmosphere in addition to MBAs and complicated undergraduates in enterprise colleges world wide

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6 68 51 8 9 2011 Source: CNMV (2011). Note: Number of firms according to the proportion of independent directors. 8 19 8 1 10 2011 Internal Mechanisms of Corporate Governance in Spain 45 46 A PRIMER ON CORPORATE GOVERNANCE capitalization below 1,000 million euros. 1 percent. The number of companies incorporating a 12-year limit on independents’ board tenure, as recommended by the Unified Code, has risen from 37 in 2008 to 44 in 2011. 4 Board Committees Listed firms in Spain usually have, in addition to a managing director holding delegated powers from the Board, an Executive Committee with similar powers that in practice operates as a reduced board.

The purpose of the CNMV is to ensure the transparency of the Spanish market and the correct formation of prices, and to protect investors. The CNMV promotes the disclosure of any information required to achieve 26 A PRIMER ON CORPORATE GOVERNANCE these ends, by any means at its disposal. The CNMV focuses particularly on improving the quality of information disclosure to the market, and particular efforts are made in the area of auditing and in developing new disclosure requirements relating to remuneration schemes for directors and executives that are linked to the price of the shares of the company.

The Unified Code recommends a balance between external and internal directors. It also recommends that the ratio of owner directors to independents should reflect the relationship in the company’s capital between nominating shareholders and the rest. 2 charts the relationship between both types of directors over the last four years. 3 Board composition (I) 1997 1998 1999 2000 2001 2002 Executives 27 23 25 19 19 19 Owners 52 37 37 42 44 44 Independents 21 40 38 39 37 37 100 100 100 100 100 100 Total (%) Source: Spencer Stuart (2002).

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