The Spanish Corporate Law was amended in 2014 (Law 31/2014) to improve corporate governance, which included an article dedicated to the functions and responsibilities of the secretaries of the Board of Directors.
Although this article is dedicated to listed companies in stock exchange market, it does not mean that the secretaries of the Board of Directors do not fulfill an important function in the rest of the companies.
The Boards of Directors have an important responsibility in terms of compliance with the law, since this amendment of 2014 incorporates standards of good governance, in order to avoid situations of conflict or incompatibilities, improve due transparency and proper decision making and its recording.
The correct call to meeting and valid convention of the Councils, the correct conducting of debates, the follow-up and counting of the votes, the writing of the decisions and of the discrepant votes, if any; the accurate recording of all this in the minutes and the issuance of the certificates corresponding to the agreements that shall be registered in the corresponding Commercial Registry seems an easy task, but too many times the routine leads to laxity and incomplete documentation, which is missed when a conflict arises.
The professional secretary contributes, with his knowledge of legality, to inform and guide the Council in the elaboration of its decisions, either with regard to formal obligations (presentation of accounts, regular meetings, granting of powers, renewal of posts, etc.), or in the adoption of business decisions, so that they respond to a correct decision process (appropriate majorities, abstention of affected directors, verification of documentation prior to decisions in the cases in which it is required, correct and unequivocal recording of the agreements).
Therefore, we consider that to appoint someone with legal knowledge as secretary of the Board of Directors, to exercise this post as a professional, is recommended in all types of companies that have such administrative body, since he/she can help to avoid risks and mishaps which are inherent to the responsibility of administrators and directors in the exercise of their position.
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Juan Núñez – lawyer