What is the structure of a Board of Directors of a company

The Board of Directors has been very generally related to large companies, however it is not exclusive property of them. The creation of a board can even be of greater value in small and medium-sized companies (most of which make up our business reality) as they are simpler and more flexible organizational structures that would facilitate the implementation of the decisions of the company. Advice. The Board of Directors allows a Family Business to separate the daily activities from the authentic management of the company, thus facilitating the discussion and analysis of the key issues in a separate and distinct table, and breaking with inertia, family commitments, etc. These effects can be markedly better in the event that they participate in the Board, professional managers-independent consultants and outside the company. Below we explain what is the structure of the Board of Directors of a company taking into account that in general terms the Boards of Directors have a President, several Directors and a Secretary.

The Chairman of the Board of Directors

The President of the Council will be responsible for convening and preparing the agenda, as well as chairing and coordinating the meetings. He is also responsible for the proper functioning of the Board and the organization of annual evaluations. Based on the "Principles of Good Corporate Governance", the position of president should not be executive, thus separating from the figure of the Director General (the person in charge of management).

Executive Directors of the Board of Directors

They are members of the management team of the company, which occupy a position on the Board of Directors. They could have double the status of executive-shareholder although it is not necessary.

Proprietary Directors of the Board of Directors

Directors representing a percentage of the company's shares. They are people outside the daily management of the company (external consultants) but have a direct link with it. In family businesses, they usually represent those family branches that are not directly related to management. In addition, it may sometimes happen that shareholders delegate representation of their participation to an external professional.

Independent Directors of the Board of Directors

They are external watchmen of the correct management, without any connection with the company or its shareholders. These are professional advisors who provide an external and independent vision with the aim of generating value for shareholders.

Secretary of the Board of Directors

The Secretary of the Board aims to ensure the correctness of procedures and compliance with established regulations. It is convenient that the Secretary function be developed by a lawyer or legal expert. In this case, as in the case of independent directors, it is positive that they have experience in the development of their role in other Boards.

Commissions of the Board of Directors

Boards of Directors of medium-large companies, it is advisable to create special commissions that are responsible for developing specific issues. • Appointments Committee • Compensation Committee • Audit Committee • Delegate Management Committees • Others: any other that the Board deems necessary.

• The reality of SMEs in our environment shows that most presidents have a very prominent role in the management of the company assuming the role of the first executive.