Review of clauses on variable remuneration in the bylaws
The clauses in the articles of association regulating the variable remuneration of directors in companies must include ‘general reference indicators or parameters’ for the determination
The SAP IB 3022/2023 ruling dated 23 November 2023 issued by the Provincial Court of Palma de Mallorca, heard the case referring to a lack of agreement between two joint and several directors of a company, which in turn was a shareholder of another legal entity, in relation to which of the directors should act on behalf of the company at the General Shareholders’ Meeting.
The relevance of the ruling lies in the fact that the two directors had sufficient powers to represent the company at the general meeting, but with the exclusion of representation in favor of the other company.
Thus, the ruling applies Article 126 of the Capital Companies Act by analogy, to conclude that this is the same as in cases where the co-owners of company shares must appoint a single representative of the joint ownership for the purpose of attending and voting at the general meeting.
The appointment of a single representative allows for the unified exercise of the shareholder’s rights, which, as we can see, also applies in situations of co-ownership of company shares, similar to an estate pending distribution.
The clauses in the articles of association regulating the variable remuneration of directors in companies must include ‘general reference indicators or parameters’ for the determination
The DGSJFP confirms that the articles of association may establish their own procedures for the exercise of the right of pre-emptive acquisition, provided that they
An article of the bylaws establishing ancillary obligations whose specific and determined content does not appear in the article itself but by reference to the
