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Workgroup

Improving the governance of public companies in Spain

Why?

This working group has been created due to the need to carry out a diagnosis of the current situation of public companies in our country, as well as to analyze what should be the most effective regulatory instrument for the possible introduction of improvements (expert recommendations, statute of the public company, legal regulations, etc.), and what they could consist of.

It is also agreed that, although the analysis of the size, type and nature of the activities to be provided by the entities of the Institutional Public Sector (with important differences in the evolution of the three levels of government - "regional INIs" -) may condition the model, in order not to enter into ideological discussions outside the group, it is considered appropriate to focus the analysis both on matters properly related to the Governance of state public entities,

The work of this Group has focused on the following matters:

  • Analysis of the different proposals to improve the efficiency of public companies (possible separation between owners and managers), good practices and possible conflicts of interest.
  • Applicability of the OECD, IMF and European Commission Guidelines on Corporate Governance of public companies to the Spanish case.
  • Positive and negative aspects of the application of the hearings systems to the appointments of the presidents and senior managers of public companies. Criteria of suitability and incompatibility and proposals related to the duration in the position and cases of dismissal.
  • Meritocracy and procedure for the selection of the members of the Boards of Directors of public companies: remuneration, suitability and legal responsibility.
  • Opportunity to introduce Independent Directors and specialized Committees of the Board of Directors (audit, appointments, remuneration, risks ...).
  • Internal control systems in public companies: supervision of the council and responsibility of management personnel. Establishment of common internal control frameworks, and proposals for improvement for the transparency of public companies.

Publications

Plan “5-25” for the improvement of the Governance of Public Companies in Spain - Conclusions of the Working Group of Fide on Governance of Public Companies in Spain

The Foundation for Research on Law and Business (FIDE) presented on July 4 in Madrid, the Document of Conclusions reached by the Working Group "The improvement of the governance of public companies in Spain".

The Working Group Fide has reached 25 proposals for the reform of the Institutional Public Sector, structured in 5 lines of action: Autonomy, Market, Appointment Forms, Good Governance and Transparency, and Boards of Directors. This group has held various analysis and debate meetings from November 2018 to May 2019.
 
The Group Fide has reflected on the following questions: autonomy of the Public Companies and the adequate separation between the owner Administration and the managers of the companies; the role of Public Companies in the market; the form of appointment of the Presidents and Senior Executives of the Public Companies; Good Governance and the transparency of public companies; adequate composition, quality and functions of the Boards of Directors of Public Companies and also on the regulatory instrument more efficient for the possible introduction of these improvements.

Have participated in this working group: 

  • Alberto Alonso Poza, Shareholder and CFO of Gas & Go
  • Carlos Balmisa Garcia-Serrano, Director of Internal Control at the CNMC
  • Ignacio Corral Guadano, Director of the School of Public Finance
  • Pedro Dura, Secretary General of the Advisory Council on Privatizations (CCP)
  • Maria Jesus Escobar, Partner responsible for the public sector EY
  • Marta Fernandez Curras, Partner EY Abogados
  • Silvia López-Palomino, Partner EY Abogados
  • Manuel Fresno-Castro State Controller-Auditor (GT Coordinator)
  • Mario Garces Sanagustin, Comptroller and auditor of the State and Inspector of the Treasury of the State on leave of absence. (GT Coordinator)
  • William Gonzalez de Olano, Legal Director of Suez Water
  • Guillermo Guerra Martin, Partner of Gómez Acebo & Pombo Abogados
  • Gonzalo Iturmendi Morales, Lawyer, Partner and Director of Bufete G. Iturmendi y Asociados, SLP
  • Paloma Martin Martin, Director of the Public Sector Health and Social Services Area at Deloitte Consulting
  • David Mellado Ramirez, Partner of PWC. State Attorney
  • Juan Jose Montero Pascual, Of Counsel de Martínez Lage, Allendesalazar & Brokelmann Abogados. Professor of Administrative Law at UNED
  • Jose Antonio Morillo-Velarde Del Peso, Head of the Legal Department of State Ports, Ministry of Development
  • Candido Perez Serrano Partner responsible for Infrastructure, Government and Health of KPMG Spain
  • Fernando Riano Riano, General Director of Relations of ILUNION (ONCE)
  • Marina Serrano Gonzalez, President of Aelec. Of Counsel of the Litigation, Public and Regulated Sectors Department of Pérez-Llorca
  • Carlos Vazquez Cobos, Partner of Gómez-Acebo & Pombo Abogados
  • Pablo Vazquez Vega, Director of CUNEF
  • Mercedes Vega Garcia, Deputy Director General of studies and Coordination in the General Intervention of the State Administration.
     
    All the people who have participated in this working group of Fide they have done so in a personal capacity and not on behalf of the entities or institutions where they carry out their professional work, so These conclusions do not reflect and do not include institutional positions but rather particular ones of each one of the members of the group.

Group Directors

Manuel Fresno Castro

Comptroller-Auditor of the State on leave

Mario Garces Sanagustin

State Controller and Auditor and State Treasury Inspector on leave of absence
Academic coordination: Victory Dal Lago

Contact

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