Impact of Information and Communication Technologies on the General Meeting of Shareholders of Spanish Corporations

Abstract

The current debate on good corporate governance revisits the proposals to intensify internal controls throughout the General Meeting of Shareholders and by minority shareholders. These proposals stress the need for enlargement of competences of the General Shareholder Meeting. They also encourage the adoption of new mechanisms aiming to promote the exercise of minority shareholders' rights, and particularly, the right to vote. The latter could be achieved mainly by means of technologies enabling remote voting. The Spanish Law of Transparency of 2003 modified the Public Limited Liability Companies Act of 1989 and introduced the possibility of remote voting and voting delegation not only by post, but also by electronic means. Nevertheless, regulation is not detailed and it leaves a wide margin for self-regulation. The analysis of the voting systems used by most of the Spanish corporations cast doubts on its efficiency in increasing General Meeting of Shareholders control. In addition, this paper questions whether new remote voting systems increase shareholder activism, Although they eliminate the cost of attending the General Meeting of Shareholders where it takes place, they do not affect other costs, which are, arguably, more significant.

Note: Downloadable document is in Spanish.

Keywords: General Meeting of Shareholders, Corporate Governance, New Technologies, Shareholders' Voting Rights