Corporate Governance Updates 2-2013
THE CNMV APPROVES NEW STANDARD FORMS FOR THE ANNUAL CORPORATE GOVERNANCE REPORT AND FOR THE ANNUAL REMUNERATION REPORT
On June 24, 2013, the following Circulars were published in the Official State Gazette:
- Circular 4/2013, of June 12, 2013, establishing the standard forms for the annual report on remuneration (“ARR”) of the directors of listed companies and of the members of the boards of directors and control committees of savings banks issuing securities admitted to trading on official securities markets (“Circular 4/2013”)
- Circular 5/2013, of June 12, 2013, establishing the standard forms for the annual report on corporate governance (“ACGR”) of listed companies, savings banks and other entities issuing securities admitted to trading on official securities markets (“Circular 5/2013”)
These Circulars are issued under: (i) Sustainable Economy Law 2/2011 and Royal Decree-Law 11/2010, of July 9, 2010, on governing bodies and other aspects of the legal regime governing savings banks, which imposed new corporate governance obligations on listed companies (sociedades anónimas) and savings banks, respectively; and (ii) Order ECC/461/2013, of March 20, 2013, determining the contents and structure of the annual corporate governance report, the annual remuneration report, and other disclosure instruments of listed companies, savings banks and other entities issuing securities admitted to trading on official securities markets. This Order gave the Spanish National Securities Market Commission (“CNMV”) the power to define the details of the contents and structure of both reports, establishing standard forms or models on which the different entities should publicly release such reports. These two Circulars are the result of the CNMV exercising this power.
Both Circulars entered into force on the day following their publication in the Official State Gazette, although they will apply to ARRs that must be put to a vote at annual shareholders’ meetings or at annual general assemblies held on or after January 1, 2014, and to ACGRs to be filed by entities on or after January 1, 2014.