You could feel the tension in the air when Manuel Conthe, president of [Spain’s] National Stock Market Commission (CNMV) presented the outlines of a new code of good government last March at the Madrid stock exchange. A line-up of executives, consultants, investors, shareholders’ representatives and investment fund managers surrounded the group of experts who had prepared the documents. By then, the controversy had already begun.
News of the code had been leaked in the press, and a considerable group of business executives had expressed their unhappiness both in public and in private. Some of the recommendations that raised concern in the business community included the following: Conceding all possible power to the independents; eliminating armor plating and restrictions in principle on “one share, one vote”; expanding the presence of women; creating the position of an independent vice-president that is similar to the Anglo-American “lead director”; publicizing the reasons behind the dismissal of a board member; preventing independents from resigning en masse when the largest shareholder changes; limiting publicly traded companies, like others, from issuing stock of their subsidiaries on the stock market; submitting a board member’s compensation to the consultative vote of the board; and making it as easy as possible for minority shareholders to exercise their rights.
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