In the scenario of its public listing, a major Spanish firm with a strong international presence wishes to design its corporate governance policies and incorporate independent directors.
The board was constituted with the incorporation of four independent directors.
Public listings revolutionise companies. After being owned by a small group, whether public or private, having thousands of shareholders requires a good deal of adaptation. Boards of directors are not only subject to new laws and regulations but they are also scrutinised by a market that demands fully transparent, clean organisations.
The search for independent directors is a delicate task. It requires meticulous analysis of the candidates’ profiles because it is a choice that is going to be closely observed by countless eyes, above all by those of the new shareholders. In some way, the directors are their investments’ guarantors, the people who are going to oversee their interests, and they are going to be on the lookout for the slightest sign that things are not being done properly.
The first part of this case is precisely the design of the corporate governance policy of a prominent Spanish organisation on the international level that is going to face its public listing. The design has to specify the ideal number of directors the company should have and what committees should be created in order to adopt its strategy’s essential guidelines and guarantee a seamless operating mechanism (executive, audit, appointment, remuneration, etc.).
The search process begins by defining the profile the independent directors should have, a combination of experience and suitable professional and personal standing:
- In-depth knowledge of the industry and of another sector that complements the business;
- Experience in companies with high growth and public listings or in listed organisations;
- An evidence-based ethical track record, with an image that is not only respectable but also compatible with the good practices of corporate governance;
- A strategic profile and high management capability;
- No interests that are incompatible with the organisation;
- They must also be individuals who do not hold a senior post in another company that is so time-consuming that they cannot show sufficient devotion to this post.
The policy was designed in three months and four directors were found with the added value needed by the company: experts in public listings, financial markets and two sectors that are compatible with and have a synergistic effect on the firm’s business.