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Strategy

Governance: Corporate Governance, Succession Planning & Sustainability

Corporate governance, succession planning, CSRD reporting, digital transformation and carbon footprint. Robust governance structures for lasting companies.

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Offices in Spain In practice since 2010 REAF · ICAM EN · ES · FR · DE native
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200+
Companies with governance implemented
50+
Succession plans delivered
100%
CSRD and EU taxonomy compliance
25+
Years of experience

Solid corporate governance is the difference between a company that preserves value across generations and one that destroys it in shareholder disputes. BMC designs corporate governance structures for companies of all sizes — from family SMEs to complex corporate groups.

Corporate Governance

  • Corporate Governance: Board design, good governance codes, conflict of interest policies, directors’ duties, and family protocol for Spanish and international companies.

Go deeper with our most recent analysis:

Methodology

Our approach

Diagnostic

Assessment of current governance model and gap identification.

Design

Optimal governance structure design for company size and sector.

Implementation

Launch of boards, protocols and reporting systems.

Maintenance

Periodic review and adaptation to regulatory changes.

Why choose us?

What sets us apart

Certified family governance

Specialists in family protocols, succession and family council constitution.

CSRD pioneers

Among the first advisors with a complete CSRD sustainability reporting methodology.

Integrated digital transformation

Digital strategy aligned with corporate governance and technology risk management.

Nuestro equipo

Los profesionales que lideran esta área

FAQ

Frequently asked questions

Under the Spanish Companies Act (LSC), the administrative body can be structured as a sole director, joint and several directors, joint directors, or a board of directors (minimum 3, maximum 12 members). A board is not mandatory for all companies, but is required when the articles of association so provide or when the company's complexity warrants it. For listed companies, the board is mandatory.
The duty of loyalty (Arts. 227-232 LSC) requires directors to act in the best interests of the company, avoiding conflicts of interest, not using company assets for personal benefit, and not exploiting company business opportunities. Breach can result in personal liability for directors and grounds to challenge resolutions adopted in conflict of interest.
A comprehensive family protocol regulates the key areas of the family-company relationship: conditions for family members' access to management and the board, dividend and remuneration policy, mechanisms for valuing and transferring participations between family shareholders, conflict resolution mechanisms, and conditions for a sale to third parties. It is a negotiated document approved by all family shareholders, with contractual effect between them.
Yes — proportionate to their size. An SME with several family shareholders and one or two external managers needs at minimum a family protocol regulating shareholder relations, a board with clear functions, and basic conflict of interest policies. Without these structures, the shareholder conflicts that inevitably arise — in successions, strategic disagreements, or new investor entry — are resolved in court rather than in the boardroom.

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