Code of Good Governance: a step forward for Spanish companies in the field of corporate governance

On February the 18th the National Commission on Market Values (CNMV) presented the new code of corporate governance for listed companies, a document that introduces a comprehensive reform of the regulatory framework for corporate governance in Spain by incorporating new transparency measures for shareholder meetings and assessment of Boards of Directors. In addition, the code sets out recommendations on the composition, performance and remuneration of the Boards, and aspects of Corporate Social responsibility (CSR) are included for the first time.

In this context, BROSETA Lawyers have held a conference to review the changes introduced by the new code for listed companies, the main points that have to be taken into account by the members of the organs of administration, the General Board, and the new role of the shareholder, among other topics.

The event saw the inauguration of Lourdes Centeno, Vice President of the CNMV, who analyzed the main changes and the regulatory principles of the new code of good governance. For the Vice President of the regulatory agency, “deficiencies in the conduct of management of some companies have been causes, among others, of the serious crisis that we have gone through, and yet it has been shown that an optimal model of good governance contributes to sustainable growth”. In this sense, Lourdes Centeno has highlighted as one of the main innovations of the new code the recommendations in the field of CSR, “a clear indicator that the reform has not only focused on economic approaches, but goes beyond it”.

The conference also saw presentations by Paola Gutiérrez, Director of Operations and Corporate Governance of Georgeson for Spain, Portugal and LATAM, who focused his speech on the role of the shareholder following regulatory and legal developments and how to properly manage the demands of transparency and an informed vote; Carmen March, partner in the Commercial Law Department of BROSETA, analyzed the main changes introduced by the new Capital Companies Act and the new corporate governance code within the scope of the General meeting; and Julio Veloso, Partner in the Commercial Law Department of BROSETA, reviewed the legal developments to take into account for the members of the organs of administration.

To finish a round table took place with Paola Gutiérrez, Aldo Olcese, a Member of the Committee of Experts, which drafted the code of corporate governance, and Salvador Montejo, Secretary General of the Board of Endesa. All parties agreed in pointing out that this code is a step forward in the field of corporate governance and that it places Spanish companies at the forefront in the international environment. In addition, the speakers have noted, in the context of rapid changes such as this, that the code needs time so that it evolves in the hands of the management of the companies themselves.