Good Governance Code of listed companies

National Securities Market Commission (Spain)

In February 2015, the CNMV published a new code of good governance of listed companies.
In recent years there has been a proliferation of initiatives related to best practices in corporate governance, motivated by the widespread conviction that a proper and transparent management of listed companies is essential for creating value and improving efficiency in business and to strengthen investor confidence.

Spain has not been immune to this movement. Thus, in May 2013 the Council of Ministers set up a Committee of experts on corporate governance to propose policy initiatives that would ensure good corporate governance and to provide advice to the National Securities Market Commission (CNMV) on updating the 2006 Unified Good Governance Code of listed companies.

In this regard, the Committee of Experts highlighted those issues that should be incorporated into standards with legal status, which led to the adoption of Law 31/2014, amending the Corporations Act.
The remaining proposals, however, resulted in a series of voluntary principles and recommendations contained in the new code of good governance of listed companies of the CNMV. However, despite its voluntary nature, the Corporations Act obliges Spanish listed companies to reflect in their annual corporate governance report the degree of compliance or, where appropriate, an explanation on the reasons for non-compliance with recommendations. In other words, listed companies are subject to the principle of "comply or explain".

The technical note prepared by Management Solutions’ R&D department contains an analysis of the recommendations made by the CNMV in this regulation.

Executive Summary

This new code of good governance makes general recommendations regarding the Annual General Meeting of Shareholders and the Board of Directors. 

Scope of application

  • Royal Decree 1/2010 approving the revised text of the Spanish Corporations Act.
  • Unified Good Governance Code of listed companies of 2006.

Prior regulation

  • Listed companies: public limited companies whose shares are admitted to trading on an official secondary securities market.


Download the technical note by clicking here (only in Spanish)