CEPYME and the General Council of Economists (CGE) have presented the Good Governance Guide for SMEs

This Guide – which has been prepared by the Commission of Corporate Social Responsibility Published by the Register of Auditor Economists of the General Council of Economists, this is a practical and concise manual that allows SMEs to determine the level of implementation of good governance measures in their environment by completing a simple 20-question test. Once this preliminary assessment is completed, the Guide offers a series of recommendations based on fundamental principles, adapting all existing regulations and instruments in Spain regarding corporate governance (current Criminal Code, Capital Companies Law for the improvement of Corporate Governance, and the Code of Good Governance for listed companies of the CNNV) to the specific needs of SMEs.

PRINCIPLES OF GOOD GOVERNANCE

1. Companies must clearly inform the general meeting about the degree of compliance of the good governance recommendations.
2. The general meeting must operate under principles of transparency and with the information appropriate.
3. The company must facilitate the exercise of the rights of attendance and participation in the general meeting in equality of conditions.
4. The administrative body shall collectively and jointly assume direct responsibility for the company's administration and the supervision of its management, with the common purpose of promoting the social interest.
5. The governing body will have the precise dimension to promote its efficient operation and the representation of all the interests of its partners or shareholders.
6. The composition of the governing body will promote diversity of knowledge, experience and gender.
7. The members of the governing body will dedicate enough time for the effective performance of their duties and must have sufficient and appropriate information for reasoned decision making.
8. The governing body will meet with the frequency necessary for the proper performance of its functions administration y control.
9. The governing body will evaluate periodically its performance and that of its members, as well as the results obtained by the different executive departments that operate in the company.
10. The company will launch a risk control and management function that enjoys organizational independence and can report to the governing body.
11. Society will promote an appropriate policy of corporate social responsibility as a non-delegable power of the administrative body, offering in a transparent manner sufficient information on its development, application and results.
12. The remuneration The governing body will be appropriate to attract and retain its members according to their dedication, qualifications, and professional experience.

GOOD GOVERNANCE RECOMMENDATIONS

General:

1. Promote an appropriate control environment.
2. Prepare the annual accounts in such a way that they present a true and fair view.
3. Extend the principle of transparency to fiscal policies.

Regarding the governing body:

1. Perform your duties taking into account ethical values.
2. Define clearly and precisely in the Articles of Association its composition and powers.
3. To ensure compliance with the selection policies for its members and key managers.
4. To have a balanced composition.
5. At least half of the total members will be independent members.
6. Obligation to report and/or resign in case of damage to the reputation of the entity.
7. Do not propose the separation of independent members before the established period has been completed.
8. To clearly oppose any proposal that may be contrary to the social interest.
9. Explain in a letter the reasons for leaving before the end of your term.
10. Ensure that non-executive members have sufficient availability.
11. Meet at a specific frequency (at least 4 times a year)
12. Reduce absences to essential cases.
13. To respond to the concerns expressed by its members.
14. Training programs on sustainability and social responsibility.
15. The notices of the body will clearly state the items on the agenda.
16. The President will prepare a schedule of dates and topics to be discussed.
17. Evaluate once a year and, if necessary, adopt an action plan. 

Regarding the risks:

1. Establish a risk control and management policy that identifies the types of risk, sets an acceptable level of risk, and provides for measures to mitigate the impact.

On Corporate Social Responsibility (CSR):

1. The CSR policy includes the company's principles in its relationship with stakeholders.
2. Report on CSR-related matters in a separate document or in the management report.

Regarding remuneration:

1. LThe remuneration of the governing body will be the necessary amount but not so high as to compromise independence.
2. Include a clause that allows the entity to claim reimbursement of the variable.
3. Payments for termination of the contract will not exceed the established amount (2 years).

Download the Good Governance Guide for SMEs

Fountain: cepymenews