The National Securities Market Commission (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 represent at least 40% of the boards of directors of corporations and, on the other, it seeks that the councils act in cases of irregular practices before, even, that Justice opens any type procedural.
These are two of the main novelties that include the reform of the Code of Good Governance promoted by the supervisor and which is open for public consultation for one month from 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 ones should reach for this year. Currently and according to the Commission's own data, that percentage exceeds 20% and its president, Sebastián Albella , considers it "feasible" to reach the goal for this year. The problem, in his opinion, is born 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 this concern, it wants to tighten controls against irregular practices.
In this regard, it proposes that companies immediately examine any suspicion or corruption scandal 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 proven news by a media outlet 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 the event of termination or resignation of their position before the end of their term, explaining "sufficiently" the reasons for their resignation or their opinion on 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, although if they do not, 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 intends for companies to introduce changes in their way of communicating with investors and markets. Specifically, it wants companies to have a general policy of communicating economic-financial and corporate information through the channels it deems 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 Botín , posted a message on her personal Twitter account about the financing of Grupo Dia without Having previously informed the supervisor. The CNMV analyzed the case and concluded that there were no grounds for the sanction.
Albella has not specified what characteristics and requirements that communication policy that she wants to promote has to comply with, beyond favoring fluidity with the 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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