Recommends that the severance pay contract does not exceed a total annual equivalent of two years of compensation amount
MADRID, 24 (EUROPA PRESS)
The Comisión Nacional del Mercado de Valores (CNMV) has approved the new Corporate Governance Code for listed companies, which recommends that companies include in their contracts a clause that allows them to claim reimbursement of variable components (bonus) when payment has not been set to performance conditions or when awarded on the basis of data which subsequently accredited misstated.
The president of the supervisor, Elvira Rodriguez, has announced on Tuesday the new code consisting of 64 recommendations based on 25 principles. . Were introduced 23 new recommendations, 12 have been removed since their content to the Law of Corporations and 21 have been modified
The 64 recommendations fall into three large blocks of content: general aspects, general meeting of shareholders and board of directors. In addition, first developed recommendations related to Corporate Social Responsibility (CSR).
SALARIES
The Code includes a series of recommendations focused on the remuneration of directors, incorporating some issues raised by the European Commission. Thus advised to pay a significant part of the variable component is deferred for a period of time and it is linked to predetermined and measurable criteria for performance.
It also proposes the inclusion of clauses’ clawbak ‘contracts that allow companies to claim the bonus in case you have not achieved or when awarded on the basis of data whose inaccuracy is credited later.
In this regard, commitment payments for cancellation (compensation) shall not exceed an amount equivalent to two years of total annual remuneration and not paid until society has emerged that the director has met the criteria previously established performance.
BOARDS OF DIRECTORS
The Code also provides a number of recommendations to the board of directors, most notably the need for half the members of this body are independent and effort to reach 30% of women on boards by 2020.
The article presents new powers to independent director coordinator in the event that the president is also executive. Thus, he shall preside over the council in the absence of the president and vice president, coordinate the succession plan President and maintain contacts with investors and shareholders to ascertain their views regarding corporate governance.
diffusion is also recommended on the website of detailed information about the directors and transparency in the selection and appointment of nominee directors, and recommendations for the cases of separation and resignation are introduced, and the operation of the council.
MEETINGS OF SHAREHOLDERS AND RSC
In relation to the meetings of shareholders, the CNMV believes Companies should publish on its website well in advance of the meeting, a number of reports are available to shareholders and that this event is broadcast live via their website. Also believed necessary that the policy premium assistance is defined prior to the meeting and stable.
Also among the general principles of the new Code highlights which states that companies should avoid statutory measures aimed either hinder potential takeover bids (OPA).
Also, provides that companies should report clearly on the degree of compliance with the recommendations and have a public policy communication and contacts with shareholders, . institutional investors and proxy advisors
Regarding Corporate Social Responsibility (CSR), the new Code advocates that companies have a policy that includes the main commitments: objectives, strategy, practices, methods , monitoring mechanisms, communication channels and responsible communication practices. Recommends further disseminate information related to CSR separately or in the management report.
END OF REFORM
With this new Code reform government policy framework is completed Corporate in Spain, which began with the creation of the commission of experts approved by the Cabinet in 2013.
In the development of this code are taken into consideration international standards and recommendations of the European Commission as well as various documents and proposals of international organizations and associations, doctrinal contributions and legislation comparable countries.
Rodriguez recalled that the Spanish legislation allows each company’s decision to continue or not the recommendations are included here, although it requires when not adopt the reasons that have led to reject for shareholders, investors and the market can judge explaining
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