Published legislation and draft legislation - Spain
Information disclosure requirements for investment services companies
CNMV Circular 3/2017
On 29 November 2017, the National Securities Market Committee (CNMV) published this circular laying out the obligations on investment services companies to disclose information about corporate governance and remuneration policies was sent out for public consultation in September.
The first and second guidelines of the document go through the information that these companies must publish on their websites, in line with article 185.5 of the consolidated text of the Securities Market Act and article 31b of Royal Decree 217/2008, 15 February, on the legal framework for investment services companies and other institutions providing investment services (RD 217/2008).
Corporate governance and remuneration policy
Institutions will be required to include the following information in their website:
- Articles of incorporation
- Governance bodies: composition and categories; regulations and rules for organizing the Board and committees; identifying the posts of Chairman of the Board and CEO; board committees and their functions
- Procedures for vetting board members, general managers and similar, together with mechanisms for complying with rules on incompatibilities.
- Identifying whether the appointments of the members of the board and general managers or similar have been adopted with the positive report from the appointments committee or not
- Organizational structure, lines of reporting, division of roles and criteria for preventing conflicts of interest
- Description of procedures for identifying, measuring, managing, controlling and communicating internally the risks to which the entity is exposed
- Description of the entity’s internal control mechanisms, including those over directors and accounting
- Total remuneration accruing in each financial period to the Board members that reflects the total remuneration accrued and an individual breakdown indicating fixed components, per diems and variable components.
On this last point, companies will report any type of payment accrued, whatever its type or whoever is disbursing it, and this will include those payments accruing for serving on the boards of other companies in the group or investee companies in which the person in question represents the group.
As an alternative, the remunerations policy may be disclosed by means of a direct link to the document “Solvency information” referred to in article 191 of the cited Securities Market Act.
The published information should be laid out in a comprehensive, clear, understandable manner and can be accessed from a constantly updated website in a tab called “Corporate governance and remuneration policy”.
Nevertheless, information may be published using direct links if this information has already been divulged in other areas of the website or provided free of charge in the Securities Market Commission’s IT databases or those of other bodies.
The content disclosed must be three browsing clicks away at most, and should be presented in a structured, orderly manner. The headings must be clear, concise and meaningful, and the writing style used must be appropriate, avoiding as far as is possible the use of jargon and acronyms. If different versions for different platforms are offered, their contents and presentation should be similar.
What is more, institutions must guarantee at all times the security of the webpage, as well as ensuring that the information is true and accurate, that access to the same is free and that the documents are downloadable and printable.
On the other hand, the circular specifies in the Additional Requirements the amendment to Circular 7/2008, affecting accounting rules, annual accounts and statements about restricted information concerning investment services companies, fund management firms and venture capital managers.
It refers to the new accounting procedures for intangible assets, establishing that they will be treated as assets with a defined lifecycle and that, as such, will be subject to amortization. If their lifecycle cannot be reliably estimated, the amortization period will be set at 10 years.