Abstract:

The Board of Directors is the principal governing body of a company. Its power comes from the General Meeting of Shareholders, which appoints and sets its powers and responsibilities: define the strategy of the company, desig its organizational structure, determine the allocation of resources, appoint the CEO and senior management, etc.. The Council's relationship with the management bodies (and executive management team) is not only limited to his appointment, but involves the definition of objectives, evaluation, motivation and remuneration, dismissal and succession.
The Board of Directors exerts a strategic role in large corporations as guarantor of an appropriate Corporate Governance, in order to watch over the entity and shareholders' interests and to control the top management of the entity. Independent directors carry out a very important role to guarantee such control, openness and an appropriate Corporate Governance. The professional and biographical profile are the less analyzed characteristics and for which the corporations provide less information. We propose a new exercise consisting in characterizing the directors, regarding their education and qualification, to obtain a better understanding of who is promoting the Corporate Governance in the Spanish entities.

Keywords:

Corporate Governance Code, Independence directors, Qualification, Decision making.