Dear employer, about two weeks the "Work Group for Special Advisers to the CNMV on the harmonization of the referrals and update of the Olivencia and Aldama Reports on Good Government of the society cotizadas" presented a first draft "Unified Code" and opened a public debate on a range of issues. A remarkable fact is that breaking tradition, addressing issues of good governance without having produced any corporate crisis, and in that sense, I think we should welcome.

The purpose of the Task Force follows the British model, which in 2000 produced the The Combined Code: Principles of Good Governance and Code of Best Practice, then that since 1992, when he composed the famous Cadbury Report, produced four documents (1995, 1998 and 1999 (2)) and make the necessary integration in order to clarify the rules. However, to date, the British model on the morning of the Spanish model is that while we have produced four reference documents, they have made eighteen, according to the European Corporate Governance Institute. Someone tell me what the realities are different, true, but so is that there is a desire to improve much more pronounced here and argue that it'll take the case of the figure of the CEO.

Dear entrepreneur, the CEO is one formula that unifies management of one person in the position of president of the board and chief executive of the company. That is, brings together the functions entrusted to the Anglo-Saxon firms Chairman and CEO, respectively, or the Germans and the Aufsichtsratsvorsitzende Vorstandsvorsitzende. In Spanish companies listed on the stock market is quite common to find executives presidents, namely 23 of the 35 companies that comprise the IBEX-35 and among them are: ACS, BBVA, BSCH, Repsol-YPF, Telefonica, etc.. In Britain, from the Hampel Report (1998) recommended a clear separation of functions, while in Spain or the Olivencia Report (1998) and Ayer (2003), nor the proposal of the Task dare approaching it. How important is this separation? From the governance of societies, much as if to prevent risks, the content of their principles and practices clearly differentiate the responsibilities of supervising the execution, corresponding to the first board and the second to the management team, it makes little sense that one can monitor itself, such as the CEO. Failure recommendation explicit separation can be understood as a desire to keep the situation in Spain which will probably be based on a vision cabdillista of business management, and anyone I misunderstood, then according to the dictionary manually the Catalan language IEC, refers to the charismatic leader - yes, usually military and political - and in our culture like this type of leaders, while in other cultures are more sensitive to the direction that involves collegiate diversity, and debate OK, finally, towards more content while more democratic.

Furthermore, it recommends the separation of functions does not mean you always have to be. If the Panel states in its proposal assumes that the recommendation of the Aldama Report, based on the British model of "comply or explain", ie, to comply with the code of good practice or explain why not holds, those companies that do not meet the recommendation of the separation will always explain why, and if the market justified it is, nothing prevents the free capacity of the organization of company management. As Jaap Winter (Winter Report, EU, 2002) reminded us during his visit in Barcelona Economic Circle, the principles and practices of good governance and the cost involved in its implementation are intended to prevent the risks may result from improper management of the company and avoid damage to their rightful owners, and consequently, higher costs, are nothing more than the premium they are willing to pay for those not occur . From this perspective I believe the Panel should be brave when making its recommendations, following the footsteps of the most advanced, even affect people who no one can deny recognition, then asks if you are measures to prevent.

If family businesses great - Caprabo Cordorníu, Mango Nutrexpa, Puig Roca ... - apply the separation of functions, making a clear distinction between ownership and management, with more reason should do the listed companies, which are characterized by a dispersed ownership.

Joseph Albet

Director DIRECTORS ALBET BCN

if the content of the principles and practices of good governance, to prevent risks, differentiate the responsibilities of supervision of the execution, it makes little sense that one can monitor itself