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The CNMV approves its Good Governance Code: requests telematic vote in the Boards


Listed companies must have at least 40% of its Board of Directors made up of women compared to the 30% required now at the end of 2022 and to reinforce the increase in senior managers in its organization chart. This was finally established by the National Securities Market Commission (CNMV) in the new edition of the Code of Good Governance that has been approved in response to the lawsuit of companies claiming time to reach this quota against the initial intention of demanding it already this year.

The body has updated the Code five years after its approval and after submitting the document to a consultation phase where it has received more than 40 briefs from entities and interested parties that have been taken "into account to determine the final scope of the modifications introduced," the CNMV detailed today.

Among other aspects, the new document clarifies certain criteria related to Directors' remuneration establishing that the variable remuneration should only be paid when it has been sufficiently verified that the performance or other established conditions have been met. Companies must report in their annual remuneration reports on the verification criteria they apply and the CNMV advises them to value the establishment of "malus" clauses in the variable remuneration, with the significant postponement of the perception of a part in case the non-distribution is advised.

It also establishes that once the shares, the options or financial instruments corresponding to the remuneration systems have been attributed, the executive directors "cannot transfer their ownership or exercise them until after a period of at least three years"with some exceptions. In the case of payments by termination or contractual termination, the regulations already established that the payment to the director must not exceed the remuneration of two years. Now it clarifies that in this compensation the different remuneration concepts must be incorporated, including the amounts derived from long-term savings systems and post-contractual non-competition agreements.

For the first time companies are urged to have a general policy of communication of economic-financial and corporate information through the channels they consider appropriate (media, social networks or other channels) "that contributes to maximizing the dissemination and quality of the information available to the market, investors and other stakeholders." It is also the first Code of these characteristics that regulates communication policy, encouraging its planning taking into account the different channels, including social networks.

The CNMV also advises companies to have systems so that shareholders can exercise your right to vote by telematic means at the Boards, either directly or through delegation. Until now, only the broadcasting of the General Meetings by telematic means was recommended.

The Code also requires the Board of companies to analyze the situation when a director is affected by circumstances that may damage credit and reputation society and, where appropriate, take action, without waiting for certain formal decisions of the courts.

The transparency criteria regarding the removal of directors by resignation or by resolution of the Meeting, both through the annual corporate governance report and at the time of removal.

The Code recommends that in the Executive Commission there be at least two non-executive directors and, at least one of them independent, and includes the supervision of the information and of the risk control and management systems, both financial and non-financial in nature.

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