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The administrative system contemplated by EU and Spanish regulations enables a company to opt for a monist system (with a sole instrument, as is traditional in Spain) or a dualist system (with a managerial instrument and a vigilance instrument, in line with German law). All decisions must figure in the company's Articles of Association.
If a monist system is chosen, the regulations corresponding to the entity will be those established for the administrative body in the Law on Public Limited Companies, providing that it does not contradict the provisions stipulated in the Regulation, and the Law which regulates the inclusion of employees in European Public Limited Companies.
If a dual administration system is chosen, there will be a management and a control entity. In this case, the management and representation of the company will correspond to the management entity, which can, in accordance with the Statutes, be constituted of one single manager, various managers acting independently or jointly, or by a management board (with a maximum of seven members). The organisation, operation and regulations concerning the adoption of agreements with respect to the management board will be governed by the provisions established in the Articles of Association, or failing this, by the regulations on Boards of Directors in the Law on Public Limited Companies.
The control entity will oversee the actions of the management board, although it will not have the power to manage the Company alone. The control entity will represent the society before the management members. Accordingly, the control entity will be able to establish its authority concerning certain operations carried out by the management board.
The naming and cession of control entity members will be the responsibility of the General Board. The naming of the management board will be the responsibility of the control entity. The control entity can, if deemed necessary, call the management board members to their meetings, with voice but without vote.
The applicable legislation stipulates that, in the dual system, the convoking of a Public Limited Company’s General Board corresponds to the management board. Accordingly, the management board must convoke a General Board Meeting when requested by shareholders representing at least 5% of the company’s shares.
If Board Meetings are not called within the period established by law or the Articles of Association, a meeting may be announced by the control entity or, upon the request of any partner, by the corresponding Commercial Court Judge for the area in which the entity has its registered address, in accordance with the provisions outlined for general meetings in this Law. Similarly, the regulation stipulates that Board Meetings can be called whenever deemed necessary by the control entity in the interest of the company.
Board Meetings must be called at least one month before the date arranged.
Additionally, shareholders representing at least 5% of the company’s shares may request the inclusion of matters in the General Board Meeting orders of the day, which must be published at least 15 days before the meeting is held. They may also request the calling of extraordinary Board Meetings.
Finally, the Supplementary Provision establishes that those sectors with specific legislation requiring entities to adopt a Public Limited Company format are understood to include the European Public Limited Company format.
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