Need and Function for Independent Directors - Difficulties for Their Transplant to Spanish Listed Corporations (In Spanish)

Abstract

Independent directors as a corporate governance institution have Anglo-Saxon origins and were 'imported' to Spanish regulation of listed corporations by good governance codes. Ten years ago, the Olivencia Code recommended the appointment of independent directors to their boards. Currently, this is one of the pillar recommendations around which the Spanish corporate governance system is built-as regulated by the Unified Code of Good Governance (2007). Notwithstanding the fact that this institution and its implantation in Spanish listed corporations have triggered significant interest, legal studies have so far not completely settled the numerous issues that the transplant of the figure of independent directors into the Spanish legal system raises. The problems and difficulties that independent directors generate in other legal orders pile up with the specific frictions of their inclusion in Spanish boards of directors. This paper focuses on the need and function of independent directors in the Spanish legal regime of listed companies.