The appointment and removal of a director is exclusively reserved for the general shareholders meeting. The appointment is effective as of the moment of the acceptance by the director.
In order to be appointed as director the following criteria must be met:
Number must be obtained
with activities intrinsic to the company in question,
judges or magistrates and other persons bound by legal incompatibility cannot be appointed as a director
In Spain there are no residency, educational or professional experience requirements.
There can be a sole director or two joint directors or two joint and several directors, or a Board of Directors.
Where there is a Board of Directors, there is a minimum of 3 directors required and a maximum of 12.
The Spanish Companies Act requires the Board of Directors to meet at least once a quarter. The minimum quorum will be a mathematical majority of the addressed members, and the President of the board and the company secretary should be in attendance of the meeting.
If the company’s Articles of Association (“Articles”) allow for it, meetings may be held by teleconference or written resolution.
The main source of powers for directors is the Spanish Companies Act.
Regarding the manner of exercise the powers by the Board of Directors, as it is a collegial body, all members should unanimously approve the resolutions or sign documents on behalf of the Company.
Directors owe the company a duty of loyalty, and as a result must avoid conflict of interest situations. Directors must perform their functions according to their best personal judgment and independent of third parties’ instructions. In particular, they must not:
The law sets out the following specific prohibitions:
The above prohibitions also apply if the benefitting person is closely linked to the director (including relatives and entities controlled by the director).