- Companies must accompany their annual report with details on their environmental and diversity policies, among others
- With the future approval of the Law, the European directive that seeks to measure the social impact of companies will be transposed
The Council of Ministers has approved the first draft of the Draft Law for the transposition of the European Directive on the dissemination of non-financial information and on diversity by large companies and certain business groups. The text will be sent to the State Council to receive an opinion before its approval as a bill and subsequent parliamentary processing.
With this transposition, article 49 of the Commercial Code, articles 252 and 540 of the Consolidated Text of the Capital Companies Law and the Accounts Audit Law are modified with a double objective:
- Increase the non-financial information of the management report that accompanies the individual and consolidated annual accounts regarding social and environmental issues, as well as information on personnel, respect for human rights and the fight against corruption. The objective is to identify risks to sustainability and increase the confidence of investors, consumers and society.
- Expand the content required in the annual corporate governance report published by listed public limited companies, including the dissemination of the policies of diversity of competencies and points of view that apply to their board of directors in matters of age, gender, disability, training or professional experience.
Specifically, as regards environmental issues, the European Directive states that companies will have to provide detailed information on the current and foreseeable effects of the company's activities on the environment and, where appropriate, health and safety. , energy use, greenhouse gas emissions, water consumption and air pollution.
Regarding social and personnel issues, the information will refer to the measures taken to ensure gender equality, working conditions, social dialogue, respect for trade union rights, safety in the workplace and measures of dialogue and protection with local communities. In relation to human rights, information on prevention and measures will be included, as well as in relation to corruption.
The dissemination of non-financial information or related to corporate social responsibility helps to measure, monitor and manage the performance of companies and their impact on society. In accordance with the Directive, companies must present this information including a description of the policies and results in these matters. This information must be incorporated into the company's management report or in a separate report corresponding to the same year that includes the same content and meets the requirements.
These regulatory changes affect large companies with a public interest entity that meet the following requirements:
– Average number of workers during the year exceeding 500
– That during two consecutive years it meets at least two of the following circumstances:
- That the total of the items of the asset exceeds 20 million euros
- That the net amount of its annual turnover exceeds 40 million euros
- That the average number of workers employed during the year exceeds 250
On the other hand, the regulation on compensation, settlement and registration of securities has been approved for adaptation to Community regulations. The objective of these changes is to allow the adaptation of Iberclear, the Spanish payment and securities settlement platform, to Target2-Securities, the pan-European platform of which it will be part since September of this year and strengthen the protection of the guarantees granted in the clearing and settlement operations.
The reform is structured in two phases. A first, already completed, in which the operations on equity securities are offset in a central counterparty chamber and are settled in two business days using a balance system. And a second one, in which the Spanish fixed income settlement platform (CADE) is adapted to the new system and the whole system is migrated to Target-2 Securities in September 2017. For this second phase, proceed now modify Royal Decree 878/2015 to specify its application to fixed income securities, indicate the date of implementation of the reform for fixed income and make some operational aspects more flexible
