On February 24, 2015, the Spanish Securities Market Commission (the “CNMV”) published the new Good Governance Code of Listed Companies (the “Code”), prepared with the support of the Committee of Experts on corporate governance matters and approved in a resolution by the board of the CNMV on February 18.
The new Code has replaced the Unified Code of 2006, as revised in 2013 (the “Unified Code”), and completed the reform of the legislative framework for corporate governance in Spain, which started off with the recent reform of the Corporate Enterprises Law (Ley de Sociedades de Capital) in December, through Law 31/2014, of December 3, 2014, to enhance corporate governance.
The Committee of Experts began their task by drawing a distinction between the matters that should be proposed as enhancements to the legislative framework in force (which gave rise to Law 31/2014), from those more suited to taking the form of voluntary recommendations subject to the “comply or explain” principle, which are those set out in this Code.
The new Code contains 64 recommendations, whereas the June 2013 had 53. A total of 23 new recommendations have been added, 12 have been removed, after being included in the Corporate Enterprises Law, and 21 have been amended. The recommendations fall under three broad headings: general arrangements, shareholders’ meeting and board of directors.
The Code has been given a new format which is based on selecting and identifying 25 principles informing various concrete and specific recommendations.
Listed companies will be have to report, under the “comply or explain” principle, on their monitoring of the various elements included in the Code in the annual corporate governance reports they submit to the CNMV in 2016.
Shareholders, investors and the markets, in general, will be responsible for evaluating the explanations given by listed companies regarding not monitoring or only partially monitoring any of the recommendations that may apply to them.