- The Council of Ministers approves the bill to promote the long-term involvement of shareholders of listed companies, which includes measures that will facilitate the access of Spanish companies to the capital markets and will contribute to their sustainability and ability to create job
- The norm establishes that companies can know the identity of their investors to facilitate the exercise of their rights and their involvement in society.
- Undertakings for collective investment are obliged to publish their strategy of involvement in listed companies, increasing transparency
- The figure of voting advisors is regulated for the first time
- The transparency of operations with related parties and the remuneration of directors is increased
- The Spanish standard is adapted to the international environment, allowing "loyalty actions"
The Council of Ministers has approved for submission to the Cortes Generales the bill to promote the long-term involvement of shareholders of listed companies, which modifies the revised text of the Capital Companies Law.
The standard transposes Directive 828/2017, aimed at improving the corporate governance of listed companies in the European Union and thereby increasing their financing possibilities and long-term sustainability.
The new standard will allow companies to have greater access to financing from markets, to grow more sustainably, create quality employment and add greater value to the economy.
To this end, the bill introduces modifications in the corporate governance of listed companies in Spain, increases the competitiveness of the Spanish capital market, maintaining the protection of investors and adapting the publication of information to European regulations.
Thus, in order to improve corporate governance, and in order for companies to promote the long-term participation of their shareholders, mechanisms are established for their identification. Likewise, collective investment institutions are obliged to elaborate and make public their involvement strategy in the companies in which they invest, explaining how these strategies contribute to the long-term sustainability of companies.
In the same sense, the figure of voting advisers or “proxy advisors” is regulated for the first time, entities that provide advisory services to investors in relation to the exercise of voting rights derived from the ownership of shares, establishing the obligation to publish information about the code of conduct to which they adhere.
The transparency of related-party transactions is also increased in order to avoid possible conflicts of interest and the information to be included in the remuneration policy for members of the board of directors is regulated in greater detail.
The project includes other legislative modifications in addition to what is established in the Directive and which aim to improve access to financing. Among these measures, the introduction of loyalty shares stands out, which establishes that shareholders can grant an additional vote for each share that is held for at least two years. Loyalty actions reinforce the long-term bonding of shareholders, which is the general objective of this standard.
The obligation to prepare quarterly financial reports to listed companies is also abolished, in line with what is established in other countries of the European Union, since this obligation could encourage a short-term approach to decision-making.
The threshold from which an issue of securities requires the preparation and publication of an informative brochure is also adapted to European regulations, setting itself at eight million euros. However, the five million threshold for the issuance of credit institutions and the possibility that the CNMV may require the publication of a prospectus if it considers it appropriate due to the characteristics of the issue, thus maintaining the protection of investors.
Finally, the procedures are made more flexible and streamlined to facilitate capital increases, adjusting costs and guaranteeing the protection of the shareholder in general and the minority in particular. This modification will make it easier for companies to finance themselves in the capital markets.
