## [Corporate Governance Updates 3-2013](/pt/en_GB/new/corporate-governance-updates-3-2013)
# Corporate Governance Updates 3-2013
10 / 15 / 2013
-
- [](https://www.linkedin.com/sharing/share-offsite/?url=https://www.garrigues.com/pt/en_GB/new/corporate-governance-updates-3-2013)
- []()
- []()
[Download Corporate Governance Updates 3-2013
](/sites/default/files/noticias/files/Corporate-Governance-Updates-3-2013_1.pdf)
Previous Next
THE COMMITTEE OF EXPERTS ON CORPORATE GOVERNANCE UNVEILS ITS STUDY ON PROPOSED LEGISLATIVE AMENDMENTS
**1. INTRODUCTION**
On October 14, 2013, the Spanish National Securities Market Commission published a study on proposed legislative amendments produced by the Committee of Experts on Corporate Governance set up under a decision by the Spanish Cabinet on May 10, 2013.
The study is the result of the initial phase of the work entrusted to the Committee of Experts under the above-mentioned decision, which required the Committee, within four months of being set up, to submit a study to the Ministries of Economy and Competitiveness and of Justice, for referral to the Cabinet, so that based on the report, the Government could approve the necessary legislative reforms or proposals within the following two months.
To conduct the study, the Committee of Experts analyzed the degree of compliance with and the relevance of the recommendations contained in the Unified Code, the international standards on good governance and, in particular, the European Commission‟s recommendations, as well as various documents and proposals from international organizations and associations, contributions by corporate governance experts, and the laws of comparable countries. In the case of Spain, apart from an analysis of corporate legislation and of the recommendations contained in the Unified Code, the Committee of Experts particularly took into consideration the recently published Proposal for the Commercial Code.
**2. PROPOSED LEGISLATIVE AMENDMENTS RELATING TO THE SHAREHOLDERS’ MEETING AND SHAREHOLDER RIGHTS**
2.1 Powers of the shareholders’ meeting
2.2 Minority shareholder rights. Powers relating to the shareholders’ meeting
2.3 Calling shareholders’ meetings
2.4 Right to attend shareholders’ meetings
2.5 Voting at shareholders’ meetings
2.6 Adoption of resolutions at shareholders’ meetings
2.7 Shareholders’ right to information
2.8 Challenging corporate resolutions
2.9 Shareholder associations and forums
2.10 Knowledge of the identity of shareholders
**3. PROPOSED LEGISLATIVE AMENDMENTS IN RELATION TO THE LEGAL STATUS OF DIRECTORS, THE COMPOSITION AND FUNCTIONING OF THE BOARD OF DIRECTORS, THE RULES ON DIRECTORS’ COMPENSATION AND BOARD COMMITTEES**
3.1 Status of directors: duties and rules on liability (applying to all types of corporate enterprises)
3.2 Board of directors: composition, powers and functioning
3.3 Board chairman
3.4 Board secretary
3.5 Appraisal of the board of directors and of board committees
3.6 Appointment of directors
3.7 Definition of the different classes of director
3.8 Directors’ compensation. Special consideration for board members’ compensation
3.9 Board committees
**4. OTHER LEGISLATIVE AMENDMENTS**
**5. NEXT PHASE IN THE WORK TO BE DONE BY THE COMMITTEE OF EXPERTS**
---
This publication is provided for information purposes only and does not constitute legal advice or advice of any other kind. It does not seek to offer a comprehensive summary of the legislation and developments to which it refers nor to cover all published material, but rather to provide an overview of selected topics. It is therefore recommended that the official texts be consulted and specific professional advice be sought. Garrigues does not accept any liability for the use made of this information and assumes no obligation to update it after publication.
---
### Contacts
[Fernando Vives](/pt/en_GB/team/fernando-vives-ruiz)
[Contact]()
- +34 91 514 52 00
[Madrid](https://www.garrigues.com/pt/en_GB/office/madrid)
[Mónica Martín de Vidales](/pt/en_GB/team/monica-martin-vidales-godino)
[Contact]()
- +34 91 514 52 00
[Madrid](https://www.garrigues.com/pt/en_GB/office/madrid)
[Álvaro López-Jorrín](/pt/en_GB/team/alvaro-lopez-jorrin-hernandez)
[Contact]()
- +34 91 514 52 00
[Madrid](https://www.garrigues.com/pt/en_GB/office/madrid)
[Sergio González](/pt/en_GB/team/sergio-gonzalez-galan)
[Contact]()
- +34 91 514 52 00
[Madrid](https://www.garrigues.com/pt/en_GB/office/madrid)
[Find more professionals](../team)
### Related services
- [Corporate and M&A ](/pt/en_GB/services/corporate-and-ma)
-
## Find a publication
Select service Administrative and Constitutional Law Agribusiness and Food Automotive Banking and Finance Corporate and M&A Criminal Law and Internal Investigations Data Economy, Privacy and Cybersecurity Dispute Resolution: Litigation and Arbitration Energy EU and Antitrust Law Family Business Fashion Law Financial Regulation Human Capital Services Infrastructure Insurance Intellectual Property Labor and Employment Life Sciences and Healthcare Media and Entertainment Planning, Zoning and Environment Private Equity Real Estate Restructuring and Insolvency Securities Markets Sports Startups & Open innovation Sustainability Tax Technology, Communications and Digital Tourism and Hotels Transport, Logistics and Shipping Facet Services detail Facet Services detail
Select type of content Publications Newsletters Garrigues collection Laws: amendments at a glance News Facet Publication type detail Facet Publication type detail
Min
Max
## News search engine