Changes in the Good Governance Code
The supervisor wants to strengthen the presence of women in the quotas of the listed companies and promote actions against corruption from the companies themselves
TheNational Commission of the Stock Market(CNMV) wants to give a boost to equality and the fight against corruption among Spanish listed companies. On the one hand, the supervisor establishes that women assumeat least 40% of the tipsof administration of the corporations and, on the other, it seeks that the councils act before cases of irregular practices before, even, that the Justice opens any type of procedure.
These are two of the main novelties that include the reform of the Good Governance Code promoted by the supervisor and which is open for public consultation for a month since this Wednesday. Regarding the composition of the councils, the CNMV recommends that the number of female directors represent at least 40% of the total, compared to the 30% target that the listed companies must reach for this year. Currently and according to the data of the Commission itself, that percentage exceeds 20% and its president,Sebastin Albella, considers "feasible" to reach the goal for this year. The problem, in his opinion, arises in the executive field and in senior management, since this level "is the nursery of the counselors." Only 4.9% of executive directors are women, while in senior management, the percentage remains at 16%.
The other great novelty has to do with good corporate governance practices. The Commission expressed several weeks ago its concern about the recent corruption cases that dot several Ibex 35 companies and, as a result of that concern, it wants to tighten the controls against irregular practices.
In this regard, it proposes that companies immediately examine any suspicion or scandal of corruption that may harm the credit and reputation of the company, without waiting, as currently foreseen, for the director to be prosecuted or to open the oral proceedings. . An informed and verified news by a means of communication could be enough to start this whole process. In addition, the board "must decide whether to adopt measures such as the opening of an internal investigation or the possibility of requesting the resignation or termination of the affected director," said Albella.
In line with favoring transparency, the CNMV also wants the information that the directors must provide in case of termination or resignation before the end of their term, to explain "sufficiently" the reasons for their resignation or their opinion on the reasons for the termination by the board, and must realize all this in the annual corporate governance report.
However, all these are only recommendations that companies are not obliged to comply with, although in case of not doing so, they must explain why and that can place them in a compromised situation facing the outside.
Messages in social networks
In addition to equality and the fight against corruption, the CNMV wants companies to introduce changes in their way of communicating with investors and markets. Specifically, it wants companies to have a general economic-financial and corporate information communication policy through the channels they deem appropriate, including the media and social networks.
The supervisor has so far not established any criteria to regulate this type of communications, as was evident last summer after the president of Banco Santander,Ana Botn, post a message on your personal Twitter account about the financing of Grupo Dia without having previously communicated it to the supervisor. The CNMV analyzed the case and concluded that there was no reason for the sanction.
Albella has not specified what characteristics and requirements must comply with this communication policy that she now wants to promote, beyond favoring fluidity with shareholders and the transparency of the company. In any case, to clear up any doubt that may arise in the future, the supervisor plans to publish a series of recommendations in the first quarter of the year, as the president of the regulator has advanced.
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. (tagsToTranslate) economy / companies (t) economy (t) business and finance (t) National Stock Market Commission (t) Investment Funds