Post by account_disabled on Mar 8, 2024 22:49:23 GMT -5
Responsibility should not be diluted as a consequence of the consulting auditors, headhunters or other advisors. During the period in which they hold office, without, as indicated in article 529 eleven LSC, said period may exceed four years, subject to extension. Independence is verified by evaluating performance with a questionnaire on attendance, maintenance of qualification, etc., although it would be desirable that relevant questions such as the positioning or the votes against cast, the abstentions or the initiatives proposed. Evaluations should be carried out at a minimum annually and throughout caso in the proposal for appointment or renewal of the position. At the time of termination. This determines that the director must enjoy a certain immunity against possible early dismissal. Therefore, the decision to dismiss a director must be motivated, which is not clear in the current LSC. Additionally, it could be beneficial to extend the contractual protection of the CEO to all members of the board of directors, to make clear the obligations, possible compensation and the liability module, and the caso of the executive directors.
It is convenient to make two nuances: The alleged fact occurs with the violation of duties. The director who receives instructions or “indications” from a shareholder or a third party for his position in a council decision is not automatically violating the duty of independence, but it depends on the attitude of the director and the final position he adopts on the council. In terms of diligence, flexibility is introduced by article 225 LSC with the standard of diligence that “an orderly businessman” would have, which is complemented with attention to the nature of the position and the attributed functions mentioned in art. 225.1. In USA Phone Number matters of loyalty and specifically independence of judgment, the bylaws may contemplate specific sanctions, always respecting the threshold established by law. Many disputes could be resolved through liability action exercised in a manner selective in front of a specific committee, or in front of the CEO, or only in front of the executive president, provided that the cause of the damage can be attributed to them, and without there being a need to exercise it in front of everyone and oblige non-offending administrators to prove causes for exoneration or take restitution actions.
All of the above leads to the reflection that The responsibility of the board, which article 237 configures as joint liability, must be qualified to adapt the rule to the organization and operation model of the Board. What has been said about the selective liability action could also be applied when the shareholders themselves are entitled to exercise the corporate action, without having to go through the meeting, as allowed by article 239 LSC. In these casos, minorities are directly legitimized to exercise an action that is not their own. This, however, does not mean that they are owners of the share (in fact, nothing would prevent the board from resigning or settling, in its capacity as true owner). The traditional liability model of article 237 LSC operates from an initial presumption: if the administrative body is collegial, all members have participated in the decisions they make, so everyone must be responsible when the agreement has been harmful. This presumption is accompanied by the possible individual exoneration (with a reversal of the burden of proof) that occurs, for example, in cases in which the administrator was unaware of the act or recorded his opposition in the minutes.
It is convenient to make two nuances: The alleged fact occurs with the violation of duties. The director who receives instructions or “indications” from a shareholder or a third party for his position in a council decision is not automatically violating the duty of independence, but it depends on the attitude of the director and the final position he adopts on the council. In terms of diligence, flexibility is introduced by article 225 LSC with the standard of diligence that “an orderly businessman” would have, which is complemented with attention to the nature of the position and the attributed functions mentioned in art. 225.1. In USA Phone Number matters of loyalty and specifically independence of judgment, the bylaws may contemplate specific sanctions, always respecting the threshold established by law. Many disputes could be resolved through liability action exercised in a manner selective in front of a specific committee, or in front of the CEO, or only in front of the executive president, provided that the cause of the damage can be attributed to them, and without there being a need to exercise it in front of everyone and oblige non-offending administrators to prove causes for exoneration or take restitution actions.
All of the above leads to the reflection that The responsibility of the board, which article 237 configures as joint liability, must be qualified to adapt the rule to the organization and operation model of the Board. What has been said about the selective liability action could also be applied when the shareholders themselves are entitled to exercise the corporate action, without having to go through the meeting, as allowed by article 239 LSC. In these casos, minorities are directly legitimized to exercise an action that is not their own. This, however, does not mean that they are owners of the share (in fact, nothing would prevent the board from resigning or settling, in its capacity as true owner). The traditional liability model of article 237 LSC operates from an initial presumption: if the administrative body is collegial, all members have participated in the decisions they make, so everyone must be responsible when the agreement has been harmful. This presumption is accompanied by the possible individual exoneration (with a reversal of the burden of proof) that occurs, for example, in cases in which the administrator was unaware of the act or recorded his opposition in the minutes.