What does the Secretary of the Board?

secretario del consejo

 

The figure of the secretary of the board of directors has been regulated in the recent law 31/2014 of 3 December, amending the Law of Corporations.

The regulation in Article 529 the LSC:

Article 529 g. Secretary of the Board
1. The board, prior report of the appointments and remuneration, shall appoint a secretary and, if, to one or more Deputy Secretaries. The same procedure is followed to approve the removal of the secretary and, if, each deputy secretary. The secretary and deputy secretaries may or may not be directors.
2. Secretary, Besides the functions assigned by law and the bylaws or the regulations of the Board, the following must play:
• a) Maintain documentation of the board, record in the minute books of the development of the sessions and attest to its contents and resolutions adopted.
• b) Ensure that the actions of the board comply with applicable regulations and conform with the bylaws and other internal regulations.
• c) Assist the President for directors receive information relevant to the exercise of their duties in good time and in the proper format.

Regulation Secretary of the Board is inserted into the Law of Corporations in listed companies, but You can also apply for unlisted companies.

The main functions of the Secretary of the Board are as follows:

Preparation of Minutes

The secretary of the council responsible for drafting the minutes of the meetings of the board, collecting time, date, venue, Attendees, issues discussed and documents submitted. Later signs the act and keep a copy. It handles all the corporate documents of these meetings and announcements, circular or publications.

Recordkeeping

Keep the corporate documentation on board. Transcribe, preserve and safeguard the Minute Books, books actions, books of contracts with the sole shareholder and partnership register.
Raising public agreements that require it and if, registration in the Commercial Register.

Legal advice

Ensure that the functioning of the board's bylaws are met, internal regulations and other provisions relating to the Board's actions.

Fe social issues

The Secretary of the Board has the ability to issue certifications of the minutes of the board.

Support for President

Providing timely information to members of the council to function optimally.

Good corporate governance

The secretary of the board should ensure that the operation thereof conforms to best practices of corporate governance, that come included in the Unified Code of Good Governance 2006 or the Code of Good Governance for Listed Companies (prepared by the CNMV).

Secretary need not be a director, even it is advisable not to be to enjoy greater independence. It is named by the Council, prior report of the appointments and remuneration. And although this is a controversial issue, is recommended that you try a lawyer practicing. It is possible that the figure of the Secretary to develop a legal person (for example, a law firm with professional limited company form), since Article 212 bis of the LSC allows an administrator functions are carried out by a legal person.

Responsibility

Must distinguish whether the Secretary of the Board he is a director or not. Should be a director, shall be subject to the same liability as other directors. But if it is not, its liability shall be limited to compliance with the functions assigned to the LSC and internal rules, or at least, could respond by "in watching fault" improper conduct that could have committed the Management Board. In any case, It is recommended underwriting liability insurance. Keep in mind that the performance of the secretary of the board is an obligation of means and not of result. Therefore, the Secretary of the Board would only be liable in the event of serious errors in the application of laws. Reasonable interpretations or with a legal basis, can not give rise to liability Secretary of the Board.

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