It is only necessary for the agenda to mention the matters to be discussed at the meeting, without it also being indispensable for the text of the specific proposal to be voted on at the meeting to appear.
Satisfaction of the member's right to information does not require that the member exercising this right be convinced by the information provided, but rather that the information be provided in reasonable terms, albeit concisely or briefly.
AP Madrid 12-11-21, EDJ 823847
A shareholder challenges the corporate resolutions adopted at a certain meeting, including the directors' remuneration, for infringement of article 174 of the LSC, due to the fact that, during the course of the meeting, the initial content of the agenda, which was "Considerations on the remuneration of the directors and, if applicable, decisions to be adopted in this respect", was modified by three new proposals that later became the respective resolutions approved at the meeting:
Toauthorize to proceed with the preparation of the remuneration proposal for the Board of Directors of the Company and for the quotation of the directors' liability insurance policy in accordance with the aforementioned.
2.- Ratification by the members present of the knowledge and acceptance of the form and amount of the remuneration being received for non-management functions and its maintenance indefinitely until the Meeting agrees otherwise.
To ratify the agreements raised to the deed authorized by Mr. Fulgencio dated June 12, 2012, number 1,029 of protocol, with date of registration in the Mercantile Registry August 21, 2012".
The claim was dismissed in both instances. The Provincial Court points out that article 174 of the LSC only requires mentioning in the agenda the matters to be discussed at the meeting, in such a way as to enable the shareholder to understand what is to be discussed at the meeting. This legal mandate is fulfilled with the reference, with sufficient clarity, of what is to be discussed at the meeting, without it also being indispensable for the agenda to include the text of the specific proposal that is finally to be voted on at the meeting.
In the case at hand, the plaintiff was aware that the issue of directors' remuneration was going to be discussed, which was a matter that had given rise to some controversy regarding the criteria that had been applied, as well as the fact that, in addition to allowing debate on the matter, decisions on the matter were going to be adopted at the meeting itself.
There is no room to argue that we are dealing with what could have been a surprising matter for the partner, which is, in essence, the only thing that the appellant is raising in this second instance as a reason for his challenge.
