Remuneration of company directors in the Capital Companies Law

Luis Sanchez, Director of the Corporate Department of Medina Cuadros in Granada, participated in a round table discussion at the Law School of the Andalusian city, organized by the Professional Association of the Judiciary (APM), where he made an in-depth analysis of the remuneration of the Executive Directors in light of the Supreme Court of 26 February 2018.

This “controversial” Sentence, as developed Luis Sánchez at the beginning of his speech: “he considered, contrary to the majority doctrine, that the compensation of the Chief Executive Officers should be subject, cumulatively, to the requirements demanded of the administrators, in their condition as such“, all of this in the article 217 of the Capital Companies Law.

Luis Sanchez continued his presentation by explaining that “to date, it has been held that the The Chief Executive Officers or Executive Directors were only required to abide by the provisions of the The Company’s Board of Directors is required to sign a contract between the Company and the Chief Executive Officer or Executive, with a reinforced majority of 2/3, with the affected party abstaining from participating in the debate and approval of the contract. copy of said contract”.

The Director of the Granada office, detailed in this round table, that the Supreme Court, with the Judgment of February 26, 2018, considers that along with these requirements, the requirements of the administrator, in its
status as such,
“so it must have its The bylaws reflect the methods and bases of remuneration, including this provision or any other that may be adopted by the Company. General Meeting”.

“Thus, without the provision in the Bylaws and subsequent approval by the General Meeting of the remuneration ceilings, the Director ‘s remuneration would not be valid , with the consequences that this entails, especially those of a tax nature”.

This forum served to expose the detailed vision of different legal professionals about the STS of February 26, 2018, discussing novel and controversial legal issues. In addition to Luis Sánchez, Director of Mercantile of Medina Cuadros in Granada; the table of debate was composed by: María José Fernández Alcalá, Magistrate Judge of Territorial Assignment of the Mercantile Court of Granada; Cristina Palma López, Mercantile Registrar of Granada, and, Antonio Juan García Amezcua, Notary of Granada.

The lecture was of great interest to the audience that gathered in the auditorium of the Faculty of Law of Granada, among the attendees were professionals from all areas of law: judges, registrars, notaries, lawyers and also students of the University.

Presentation by Luis Sánchez on “Remuneration of company directors in the Capital Companies Law”.