Spanish Stock Exchanges have long been concerned with issues
relating to the transparency and responsibility of listed
companies' board of directors and the protection of shareholders.
In February 1997, at the request of the National Securities Market
Commission (CNMV), the Spanish government issued a Ministerial
Order which instructed a special commission, chaired by Professor
Olivencia, to draft a corporate governance code. The Olivencia
commission published the Good Corporate Governance Code (the Code)
in February 1998. Since then, many listed companies have amended
either their articles of association or their internal regulations
to comply with the provisions of the Code. Moreover, the CNMV has
suggested, in its Circular letter number 11/1998, of December 17,
that listed corporations provide their shareholders and the market
in general with enough information to show whether or not they have
adopted the recommendations contained in the Code
The Circular in question offers listed companies a model to be
followed when disclosing corporate governance issues in their
annual report (copies of which are filed with the CNMV and the
stock exchanges). According to the model, listed companies should
describe the principles behind their corporate governance rules,
giving reasons where practices adopted differ to those recommended
by the Code. They should also clearly state where the corporate
governance rules are set out (ie the company's articles of
association or in the internal regulations) and indicate any
amendments to corporate governance rules made since the last
report. Finally, listed companies should explain the extent to
which each of the recommendations of the Code has been
adopted.
Luis de Carlos / Jesús Pérez de la Cruz
Share this article
