ES - New reports concerning corporate governance and remuneration of board members

15/12/2021

On 28 September 2021, the Spanish Official State Gazette published Circular 3/2021 amending the structure and templates for annual corporate governance reports and reports on the remuneration of board members of listed companies.

Spanish Law 5/2021, of 12 April, Legislative Decree 1/2010, of 2 July, has introduced some changes in corporate governance and board member remuneration, which has made it necessary to modify the structure and templates of these reports. As regards the annual corporate governance report on listed companies, the main changes introduced in the structure and template are as follows:

- It provides for the reporting, where appropriate, of "double loyalty voting shares";
- The section on related-party transactions has been brought into line with the definitions and criteria set out in the Spanish Corporate Enterprises Act;
- Information is requested on positions held by board members in other listed and unlisted companies and about board members' other remunerated activities.

Circular 3/2021 came into force on 10 October 2021 and will apply to annual reports for financial years ending on or after 31 December 2021.