The Spanish Supreme Court interprets the rules on company directors’ remuneration after the 2014 amendment (Judgment of 26 February 2018)

Where a board of directors had delegated executive powers or assigned executive functions to one or more directors, a distinction would have to be made between the remuneration to be earned as a result of holding the office of a “mere director” (directors “as such”) and the remuneration to be earned for performing the executive functions delegated or assigned in any way to one or more “executive” directors. The remuneration to be earned for discharging the duties of a mere director (essentially, supervisory duties) would be subject to the requirements of recording in the articles of association the item of remuneration and approval of the maximum amount of director remuneration by resolution of the general meeting, as provided in&nbsp,art. 217 LSC. On the other hand, the remuneration of executive directors would be governed by the provisions of art. 249(3) and (4) LSC, whereby the approval by the board of directors of each director’s service contract attached to the minutes of the meeting would suffice, without the need to record it in the articles of association or the general meeting’s resolution…