Post by account_disabled on Mar 8, 2024 22:49:21 GMT -5
The debate was raised about senior managers, alleging that they are still workers with an employment relationship (even if it is special) and dependency. Therefore, and by the text of Royal Decree 1382/1985, of August 1, by which regulates the special employment relationship of senior management personnel, these managers have limited autonomy and receive instructions from society, which prevents them from having independence of judgment." 14 February, 2024 News, Summaries And Proposals Fide On January 23, the Part of the cycle of sessions entitled: “The independence of judgment of the external directors of the listed company”. The speakers were Raphael Mateu de Ros, Founding Partner of Ramón y Cajal Abogados and Academic Advisor of Fide, and Jesus Quijano González, Permanent Member of the Commercial Law Section of the General Codification Commission, Emeritus Professor of Commercial Law, Academic Counselor of Allen & Overy and Academic Counselor of Fide. Moderated the session Maria Angeles Alcala Diaz, Professor of Commercial Law and Of Counsel at Ramón y Cajal Abogados.
The session focused on the concepts of independence and responsibility of the directors of listed companies, with continuous references to the specialties that they present, and that perhaps should be reflected in the legal text. It is important to point out that, When reference is made to responsibility, it is that which arises from damage, so the directors may have acted without independence and this may not entail a liability action (the consequences being dismissal or loss of reputation). The fundamental article is 228 of Royal Legislative Decree 1/2010, of July 2, which approves the consolidated text of the Capital USA Phone Number Companies Law (hereinafter, “LSC"), and which contemplates the basic obligations derived from the duty of loyalty. Section d) provides that the administrator is obliged to: “Perform his duties under the principle of personal responsibility with freedom of discretion or judgment and independence from instructions and relationships of third parties.” The speakers pointed out that the systematic location of this provision (not included in article 225 LSC) seems to indicate that the nature of criterion principle of independence of judgment is different from that of the duty of diligence.
A first question is whether section d) of article 228 LSC is a mere reiteration of other duties, which does not add anything new, given the lack of historical precedent in our country in this regard (the notion of independent mind of common law). The answer must be negative: In listed companies, in addition to the rights of shareholders, there are other stakeholders, as suppliers, love Lóleo and employees. Thus, the duty of independence of article 228 d) LSC is one of the essential elements of the duties, and, of course, much more than a simple admonitory or repetitive norm. Article 228 d) LSC establishes a layer of individual and additional responsibility to that of the board of directors. The legislator has separated article 228 d) LSC from those that regulate conflicts of interest, so it seems that it refers to a perimeter of biases different from the strict scope of such conflicts.
The session focused on the concepts of independence and responsibility of the directors of listed companies, with continuous references to the specialties that they present, and that perhaps should be reflected in the legal text. It is important to point out that, When reference is made to responsibility, it is that which arises from damage, so the directors may have acted without independence and this may not entail a liability action (the consequences being dismissal or loss of reputation). The fundamental article is 228 of Royal Legislative Decree 1/2010, of July 2, which approves the consolidated text of the Capital USA Phone Number Companies Law (hereinafter, “LSC"), and which contemplates the basic obligations derived from the duty of loyalty. Section d) provides that the administrator is obliged to: “Perform his duties under the principle of personal responsibility with freedom of discretion or judgment and independence from instructions and relationships of third parties.” The speakers pointed out that the systematic location of this provision (not included in article 225 LSC) seems to indicate that the nature of criterion principle of independence of judgment is different from that of the duty of diligence.
A first question is whether section d) of article 228 LSC is a mere reiteration of other duties, which does not add anything new, given the lack of historical precedent in our country in this regard (the notion of independent mind of common law). The answer must be negative: In listed companies, in addition to the rights of shareholders, there are other stakeholders, as suppliers, love Lóleo and employees. Thus, the duty of independence of article 228 d) LSC is one of the essential elements of the duties, and, of course, much more than a simple admonitory or repetitive norm. Article 228 d) LSC establishes a layer of individual and additional responsibility to that of the board of directors. The legislator has separated article 228 d) LSC from those that regulate conflicts of interest, so it seems that it refers to a perimeter of biases different from the strict scope of such conflicts.