The board of directors, It has generally been closely related to large companies; however, it is not their exclusive patrimony. The creation of a council can be even more valuable in small and medium-sized companies (most of those that make up our business reality) as they are simpler and more flexible organizational structures that would facilitate the implementation of the decisions of the Advice. The Board of Directors allows a Family Business to separate the daily activities from the authentic management of the company, thus facilitating the discussion and analysis of key issues in an independent and different table, and breaking with inertia, family commitments, etc. These effects can be noticeably better in case they participate in the Council, professional management-consultants independent and outside the company. Here we explain what is the structure of the Board of Directors of a company taking into account that in general terms the Boards of Directors have a President, several Directors and a Secretary.
The Chairman of the Board of Directors
The President of the Council will be responsible for calling and preparing the agenda, as well as presiding and coordinating the meetings. He is also responsible for the correct functioning of the Board and for the organization of the annual evaluations. On the basis of the “Principles of Good Corporate Governance”, the position of Chairman should not be an executive position, thus separating itself from the figure of the Chief Executive Officer (head of management).
Executive Directors of the Board of Directors
They are members of the company’s management team, who hold a position on the Board of Directors. They could have dual status of executive-shareholder although it is not necessary.
Proprietary Directors of the Board of Directors
Directors who represent a percentage of the company’s shares. They are people outside the daily management of the company (external consultants) but have a direct relationship with it. In family businesses, they normally represent those family branches that are not directly related to management. Likewise, it could sometimes happen that shareholders delegate to an external professional the representation of their participation.
Independent Directors of the Board of Directors
They are external watchmen of the correct management, without any link with the company or its shareholders. They are professional directors who provide an external and independent vision with the aim of generating value for shareholders.
Secretary of the Board of Directors
The secretary of the Board aims to guarantee the correctness of the procedures and compliance with the established regulations. It is convenient that the function of Secretary is developed by a lawyer or expert in legal matters. In this case, as in the case of independent directors, it is positive that they have experience in carrying out their duties on other Boards.
Committees of the Board of Directors
Boards of Directors of medium-large companies, it is advisable to create special commissions that are responsible for developing specific issues. • Appointments Committee • Remuneration Committee • Audit Committee • Delegated Management Committees • Others: any other that the Board deems necessary.