Code of good governance of listed companies

Code of good governance of listed companies

Spanish

Date :

1 June 2020

Date posted :

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The Unified Code of Good Governance of Listed Companies (hereinafter Unified Code) was approved by Agreement of the Council of the National Securities Market Commission (CNMV) of May 22, 2006, as a single document, together with government recommendations. for purposes of the provisions of section 1.
f) of the first provision of Order ECO / 3722/2003, of December 26. Since its approval, various legislative initiatives have been developed that have affected several of its recommendations. In order to adapt or delete those recommendations affected by the new legislation, in June 2013, the council of the National Securities Market Commission approved a partial update of the unified Code. In recent years, we have witnessed a proliferation of initiatives related to good practices in corporate governance, the intensity of which has multiplied since the start of the international financial crisis, due to the general conviction of the importance of listed companies are managed appropriately and transparently as an essential factor for generating value in companies, improving economic efficiency and reinforcing investor confidence. Spain has been no stranger to this movement, with notable advances in good corporate governance in our country. In particular, it can be highlighted that one of the objectives of the 2013 National Reform Plan was to expand the current framework of good corporate governance in Spain, in order to improve the efficiency and responsibility in the management of Spanish companies and, at the same time, locate national standards at the highest level of comparative compliance with international criteria and principles of good governance. By agreement of the Council of Ministers of May 10, 2013, a Commission of experts in corporate governance was created to propose the initiatives and regulatory reforms deemed appropriate to guarantee the good governance of companies and to provide support and advice to the CNMV in the modification of the mentioned 2006 Unified Code. All this, to achieve the objectives, specified in the Council of Ministers Agreement itself, to ensure the proper functioning of the governing and administrative bodies of Spanish companies to drive them to the highest levels of competitiveness; to generate trust and transparency for national and foreign shareholders and investors; to improve the internal control and corporate responsibility of Spanish companies, and to ensure the adequate segregation of functions, duties and responsibilities in companies, from a perspective of maximum professionalism and rigor. This new Good Governance Code for listed companies (the Good Governance Code), prepared with the support and advice of the Commission of Experts and approved by the CNMV Council Agreement of February 18, 2015, fully meets these objectives. In this regard, the Commission of experts began by differentiating those issues that should be proposed to improve the current regulatory framework, which has given rise to Law 31/2014, of December 3, amending the Law on Capital Companies for government improvement of which must constitute voluntary follow-up recommendations subject to the principle of "comply or explain", which are those contained in this Code of good governance. To this end, following the mandate received, the Committee of Experts analyzed and took into account the degree of follow-up and relevance of the recommendations contained in the 2006 Unified Code, the international standards of good governance and, in particular, the recommendations on of corporate governance of the European Commission, as well as various documents and proposals from international organizations and associations, doctrinal contributions and the legislation of comparable countries. Four years after the approval of the Good Governance Code, the CNMV's Plan of Activities for 2019 included the objective of reviewing and clarifying some of its recommendations. After completing the preparation of the corresponding texts, it was decided to expand the scope of the reform to add the revision of some additional aspects, which was included in the Plan of Activities for 2020. The proposed modification, of limited scope, was submitted A public consultation between January 15 and February 14, 2020, receiving numerous opinions and comments from various corporations and stakeholders that were taken into account to determine the final scope of the modifications introduced.

Contributed by

Edna Twumwaa Frimpong

efrimpong@cglytics.com