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What it is

More transparency for listed Spanish companies

BOE step 7 of 7 · Passed

It is a government bill. Introduced by the Government. It was introduced on 17 March 2003. Introduced by: Gobierno.

Official title: Government bill amending Law 24/1988, of 28 July, on the Securities Market, and the consolidated text of the Joint Stock Companies Law, approved by Royal Legislative Decree 1564/1989, of 22 December, in order to strengthen the transparency of listed joint stock companies.

Follow this law

Source: Congreso de los Diputados, file 121/000137· updated 11 Nov

Automatic summary, not yet reviewed

  1. Shareholder agreements that regulate voting or restrict the sale of shares must be reported to the company and to the CNMV Comisión Nacional del Mercado de Valores, the Spanish public agency that supervises securities markets., filed with the Companies Register, and published as material information. Otherwise, the agreement has no effect on those matters.
  2. Listed companies must publish an annual corporate governance report covering ownership, the board, related-party transactions and risk. They must also have a website for shareholders.
  3. A director who obtains proxy votes cannot vote on matters where he or she has a conflict of interest, such as their own appointment, removal, or transactions between the company and the director.
  4. The duties of directors of all public limited companies are spelled out: diligence, loyalty and secrecy. They must report conflicts of interest to the board and answer to the company, shareholders and creditors for damages they cause.
  5. Shareholders may vote remotely by mail, email or other means, and count as present for the meeting. The deadline to request information before the meeting is extended to the seventh day before it.
  6. Savings banks that issue listed securities must also publish an annual corporate governance report, the first one for fiscal year 2004. Shareholder agreements predating the law have up to three years to be reported and published.

Who it affects

  • Listed public limited companies: Must publish an annual corporate governance report, have a website, and adopt bylaws for the board and the general meeting.
  • Directors of listed and public limited companies: Have duties of diligence, loyalty and secrecy, and must declare conflicts of interest.
  • Shareholders: Can vote remotely and request more information before and during the meeting.
  • Savings banks issuing listed securities: Must publish a corporate governance report and create compensation and investment committees.
  • CNMV: Monitors compliance with these obligations and can sanction violations.

Words worth knowing

Pacto parasocial
Agreement between shareholders to coordinate how they vote at meetings or to restrict the sale of their shares.
Hecho relevante
Material information a listed company must make public immediately.
Gobierno corporativo
Corporate governance: the rules on how a company is run and overseen, including the board, meetings and pay.
CNMV
Comisión Nacional del Mercado de Valores, the Spanish public agency that supervises securities markets.
Registro Mercantil
Companies Register, the official registry where company information is filed.

It summarizes the law as published in the BOE. It is written by artificial intelligence and may contain mistakes: the official text is what counts. Read the official text · How we make summaries

Where it stands

How far did it get?

It took 7 of 7 steps. It reached BOE, and today it is passed.

  1. Introduced17 March 2003Someone registers the text in the Congreso.
  2. Admitted25 March 2003The Bureau of the Congreso accepts it and, for a members’ bill, the plenary decides whether to consider it.
  3. Amendments28 March 2003Groups propose changes.
  4. Committee28 April 2003A committee goes through the text in detail.
  5. Plenaryno dateAll 350 deputies vote.
  6. Senate13 May 2003The Senate can pass it, amend it or veto it.
  7. BOE8 July 2003It is published in the Official State Gazette (BOE) and comes into force.
See the 10 official steps on a timeline
Mar 2003Apr 2003May 2003Jun 200311. 17 March 2003: Presentación22. 25 March 2003: Comisión de Economía y Hacienda Publicación desde 25/03/2003 hasta 28/03/200333. 25 March 2003: Calificación44. 28 March 2003: Comisión de Economía y Hacienda Enmiendas desde 28/03/2003 hasta 06/05/200355. 26 April 2003: Comisión de Economía y Hacienda Mesa - Calificación desde 26/04/2003 hasta 28/04/200366. 28 April 2003: Comisión de Economía y Hacienda Debate de totalidad desde 28/04/2003 hasta 30/04/200377. 6 May 2003: Comisión de Economía y Hacienda Informe desde 06/05/2003 hasta 08/05/200388. 8 May 2003: Comisión de Economía y Hacienda Aprobación con competencia legislativa plena desde 08/05/2003 hasta 13/05/200399. 13 May 2003: Senado desde 13/05/2003 hasta 08/07/20031010. 8 July 2003: Concluido - (Aprobado con modificaciones) desde 08/07/2003 hasta 02/09/2003

Was there a plenary vote?

We have no plenary vote linked to this law in the Congreso’s data.

What happens next

What happens now?

It is law, or will be once published in the BOE. It comes into force on the date its own text sets.

The same initiative in the other chamber:

Published in the BOE: Law 26/2003, of 17 July, amending Law 24/1988, of 28 July, on the Securities Market, and the consolidated text of the Joint Stock Companies Act, approved by Royal Legislative Decree 1564/1989, of 22 December, with the aim of reinforcing the transparency of listed joint stock companies.

Sources

Where does all this come from?

  • The data comes from the open files of the Congreso, the Senate and the BOE, unaltered.
  • Each deputy’s province is the one of their seat on the day of the vote.
  • We only say “passed” or “rejected” when the majority needed is certain; otherwise we say which side had more votes.

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