LA REMUNERACIÓN DE LOS ADMINISTRADORES DE LAS SOCIEDADES DE CAPITAL TRAS LA REFORMA DE 2014: A PROPÓSITO DE LA SENTENCIA DEL TRIBUNAL SUPREMO DE 26 DE FEBRERO DE 2018.

In a controversial judgement of 26 February 2018, the Supreme Court has altered in a significant manner the Spanish corporate universe by suddenly invalidating the interpretation which was considered pacific and which the General Directorate of Registries and Notaries and the majority of the scholars have been defending of the remuneration regime of the members of the board of directors in the capital companies. Against the almost unanimous understanding that the provisions of article 217 of the Spanish Companies Law (statutory reserve and approval by the general shareholders' meeting of the maximum remuneration amount) do not apply to those directors which have been vested with executive faculties, who are only subject to the rules of article 249 of the Spanish Companies Law, the Supreme Court affirms that both regimes are not alternative but rather that they should be applied in a cumulative way. Thus, in the opinion of the Court, the remuneration of the executive directors must be contemplated in the bylaws, adjusted to the maximum limitations imposed by the shareholders, abide by the rules set forth in article 217 of the Spanish Companies Act and, in addition, be captured in an agreement which complies with the requirements of sections 3 and 4 of article 249 of the Spanish Companies Act. [ABSTRACT FROM AUTHOR]