Resolution of 5 March 2025 by the Board of the CNMV Modifying the Internal Regulations (Correction of Errors)

I. GENERAL PROVISIONS SPANISH NATIONAL SECURITIES MARKET COMMISSION (CNMV) 4823 Resolution of 5 March 2025, by the Board of the Spanish National Securities Market Commission (CNMV), modifying the Internal Regulations.

In exercise of the authorization contained in Article 20.1 of the Securities Markets Law (LMV) –consolidated text approved by Royal Decree-Law 4/2015, of 23 October– (currently Article 25 of Law 6/2023, of 17 March, on Securities Markets and Investment Services), the Board of the Spanish National Securities Market Commission (CNMV), in its meeting of 19 December 2019, approved the current Internal Regulations of the CNMV (hereinafter, IRI).

This modification aims, first of all, to create a new Department that depends directly on the Vice President of the CNMV and that aggregates the functions corresponding to the CNMV regarding investor protection, financial education, and prevention of financial fraud.

Law 6/2023, of 17 March, on Securities Markets and Investment Services, establishes the CNMV as the independent competent authority responsible for the supervision of capital markets in Spain, and among its main responsibilities is the protection of investors. In April 2022, the CNMV signed the Action Plan against Financial Fraud (PAFF) with various public and private entities with the aim of improving the detection and prevention of financial frauds, limiting their spread, and empowering citizens to avoid becoming victims. It is necessary to continue advancing in this area, and for this purpose, the CNMV is aware of the importance of educating investors, because education is a key tool to prevent frauds, but it is also important to warn and limit the possibilities for frauds to be announced and deceive their victims. For this purpose, the CNMV has three sources of information: the complaints, inquiries, and questions received from investors; the warnings issued by European supervisors along with its own warnings; and the indications of financial activity developed by entities not authorized to provide investment services that reach us.

Until now, all these functions have been carried out by different Departments within the CNMV: the Investor Department, on the one hand, and the Strategy, Innovation and Sustainable Finance Department, which is responsible for the planning and execution of activities aimed at improving the financial training of investors.

The objective with the creation of a new Department that unites all these functions is to reinforce the protection of investors in the prevention of financial fraud and to collaborate with greater effectiveness and efficiency with the signatories of the PAFF. By centralizing all available resources in the fight against financial fraud, investor protection, and their financial education in a new Department that depends directly on the Vice Presidency of the CNMV, a clear message is intended to be conveyed to society and the entire financial community regarding the importance attached to investor protection.

Finally, the inclusive language of the regulations has been modified, and normative references to the current Law 6/2023, of 17 March, on Securities Markets and Investment Services, and other minor adjustments have been corrected.

The Board of the CNMV, in its session of 5 March 2025, in accordance with what is established in Article 6 of the Internal Regulations, approves the modifications of the Internal Regulations of the CNMV that are set out below.

SINGLE ARTICLE. Modification of the Internal Regulations.

The Internal Regulations are modified as follows:

"INTERNAL REGULATIONS OF THE SPANISH NATIONAL SECURITIES MARKET COMMISSION

CHAPTER I General Provisions

Article 1. Nature of the Spanish National Securities Market Commission.

1. The Spanish National Securities Market Commission (CNMV) is a public law entity with its own legal personality and full public and private capacity in accordance with Article 16 of Law 6/2023, of 17 March, on Securities Markets and Investment Services (hereinafter, the Securities Markets and Investment Services Law).

2. The CNMV will act with full independence in the exercise of its functions. The Government and the Ministry of Economy, Commerce and Enterprise will exercise with respect to the CNMV the powers attributed to them by the Securities Markets and Investment Services Law, with strict respect for its scope of autonomy.

3. The provisions and resolutions issued by the CNMV in the exercise of the powers conferred upon it by the Securities Markets and Investment Services Law will conclude the administrative route and will be subject to appeal in the administrative contentious jurisdiction in accordance with Article 23 of the Securities Markets and Investment Services Law.

Article 2. Legal Regime.

1. In accordance with what is provided in Article 16.1 of the Securities Markets and Investment Services Law, the CNMV is governed by the Securities Markets and Investment Services Law and by the provisions that complement and develop it.

2. In accordance with what is provided in Article 16.2 of the Securities Markets and Investment Services Law, in the exercise of its public functions, and in the absence of the provisions referred to in paragraph 1 of this Article, the CNMV will act in accordance with what is established in Law 39/2015, of 1 October, on the Common Administrative Procedure of Public Administrations and Law 40/2015, of 1 October, on the Legal Regime of the Public Sector.

3. The contracts entered into by the CNMV will be subject to what is provided in Law 9/2017, of 8 November, on Public Sector Contracts, as established by Article 16.3 of the Securities Markets and Investment Services Law.

4. The CNMV will also be governed by those provisions applicable to it from Law 47/2003, of 26 November, General Budgetary Law, as provided in Article 16.4 of the Securities Markets and Investment Services Law.

5. The asset acquisitions of the CNMV will be subject, without any exception, to private law, in accordance with what is provided in Article 16.5 of the Securities Markets and Investment Services Law.

Object and Functions of the CNMV

Article 3. Object of the CNMV.

In accordance with what is provided in Article 18.2 of the Securities Markets and Investment Services Law, the CNMV will ensure the transparency of securities markets, the correct formation of prices, and the protection of investors, promoting the dissemination of all information necessary to ensure the achievement of these ends.

Article 4. Functions of the CNMV.

1. The CNMV will exercise the following functions: a) Supervision and inspection of securities markets. b) Supervision and inspection of the activity of all natural and legal persons involved in the trading of those markets. c) The exercise of sanctioning powers over such persons. d) The authorization and verification of subjects and entities involved in the securities market and financial instruments, when so provided by current regulations. e) Any other functions attributed to it by current legislation.

2. In accordance with what is provided in Article 18.3 of the Securities Markets and Investment Services Law, the CNMV will advise the Government, the Ministry of Economy, Commerce and Enterprise, and, where applicable, the equivalent bodies of the Autonomous Communities in matters related to Securities Markets, at their request or on its own initiative. It may also submit to them proposals on measures or provisions related to securities markets that it deems necessary.

3. As provided in Articles 18.3 and 18.4 of the Securities Markets and Investment Services Law, the CNMV will prepare and publish an annual report reflecting its activities and the general situation of securities markets, and will submit it annually to the Committee on Economy, Commerce and Digital Transformation of the Congress of Deputies. The President of the CNMV will appear before the aforementioned Committee of the Congress to report on such an annual report, as well as whenever required to do so.

4. In accordance with what is provided in Article 18.4 of the Securities Markets and Investment Services Law, the report mentioned in the previous paragraph will include a memorandum on the supervisory function carried out by the CNMV regarding its activities and procedures carried out in this matter, from which information on the effectiveness and efficiency of such procedures and activities can be deduced. This memorandum will include a report from the internal control body of the CNMV on the adequacy of the decisions adopted by the governing bodies of the CNMV to the applicable procedural regulations. This memorandum must be approved by the Board of the CNMV and will be sent to the General Courts and the Government of the Nation.

CHAPTER II Governing Bodies of the CNMV

Section 1. Governing Bodies

Article 5. Governing Bodies.

In accordance with what is established in Chapter II of Title II of the Securities Markets and Investment Services Law, the governing bodies of the CNMV are: a) The Board. b) The President. c) The Vice President. d) The Executive Committee.

Section 2. The Board

Article 6. Competences of the Board.

1. The CNMV will be governed by a Board, to which will correspond the exercise of all competences referred to in Article 4 of these regulations.

2. For the development of such functions, the Board will have, among others, the following powers: a) Approve the Circulars and Technical Guidelines referred to in Article 22 of the Securities Markets and Investment Services Law. b) Approve the Internal Regulations of the CNMV and their modifications. c) Approve the draft budgets of the Commission. d) Constitute the Executive Committee, regulated in Article 27 of the Securities Markets and Investment Services Law. e) Appoint and remove the senior management of the CNMV. f) Approve the annual report referred to in Article 18.4 of the Securities Markets and Investment Services Law and Article 4.3 of these Internal Regulations. g) Annually approve the memorandum on the supervisory function of the CNMV referred to in the second paragraph of Article 18.4 of the Securities Markets and Investment Services Law and Article 4.4 of these Regulations. h) Submit to the Government the annual accounts of the financial year, as well as the proposal for the distribution of results for its approval, in accordance with what is provided in Article 33.4 of the Securities Markets and Investment Services Law. i) Adopt and transmit as such to entities and groups, as well as develop, complement, or adapt the guidelines approved by international bodies or committees active in the regulation and supervision of the securities market, as provided in Article 22.4 of the Securities Markets and Investment Services Law. Approve or propose all those matters that legally correspond to it.

3. The competences of the Board are delegable to the President, the Vice President, the Executive Committee, and the General Directors.

In any case, the following powers cannot be delegated: a) The approval of the Internal Regulations of the CNMV and their modifications. b) The approval of the Circulars and Technical Guidelines. c) The approval of the draft budgets. d) The submission to the Government of the annual accounts of the financial year. e) Any other powers that, by law, are non-delegable.

In any case, the Board must be informed, in the manner it determines, of any decisions or resolutions that have been adopted by delegation.

4. The Board may revoke at any time the delegations conferred.

Within three months from the assumption of office of any member of the Board, it must proceed, in an extraordinary session, to expressly confirm, modify, or revoke each and every one of the delegations of powers to the President, the Vice President, or the Executive Committee.

The delegations, as well as their modifications and revocations, will be published in the "Official State Gazette" (Boletín Oficial del Estado).

Article 7. Composition and Appointment.

1. In accordance with Article 24.2 of the Securities Markets and Investment Services Law, the Board will be composed of the following members: a) The President and Vice President of the CNMV, who will be appointed by the Government, upon proposal of the Minister of Economy, Commerce and Enterprise, from among persons of recognized competence in matters related to the securities market. b) The Secretary General of Treasury and International Financing and the Deputy Governor of the Bank of Spain, who will have the status of ex officio board members. c) Three board members, appointed by the Minister of Economy, Commerce and Enterprise from among persons of recognized competence in matters related to the securities market.

2. The Director General of the Legal Service will act as Secretary, with voice but without vote. The Board of the CNMV will appoint a Deputy Secretary to replace the Secretary in cases of vacancy, absence, or illness.

3. The General Directors and any other employees of the CNMV summoned by the President, taking into account the matters to be discussed, will attend Board meetings with voice but without vote. The Deputy Director General of the Legal Service will attend for the presentation of sanctioning files whose resolution corresponds to the Board.

4. The President of the CNMV may also invite the President of the FROB (Fundación de Respaldo a Entidades Financieras) to attend Board meetings, with voice but without vote, when matters related to the recovery or resolution of investment services companies are discussed. In such a case, the President of the FROB will be subject to the duty of secrecy referred to in Articles 10.2 and 21.6 of these regulations.

Article 8. Term of Office.

1. In accordance with what is provided in Article 28 of the Securities Markets and Investment Services Law, the term of office of the President, the Vice President, and the non-ex officio board members will be six years, without possibility of re-election, without prejudice to what is provided in the Second Transitional Provision of the Securities Markets and Investment Services Law.

The renewal of the members of the Board will be partial every two years, so that no member of the Board remains in office for more than six years.

2. Before the two months prior to the expiration date of the terms of office of the President, the Vice President, or the non-ex officio board members, the President of the CNMV, or whoever legally substitutes them, will request the Minister of Economy, Commerce and Enterprise to initiate the corresponding appointment procedures.

Article 9. Termination of Board Members.

1. The President and the Vice President will cease in their offices for the causes provided in Article 29.1 of the Securities Markets and Investment Services Law: a) Completion of the period for which they were appointed, in which case they will continue in the exercise of their functions until the appointment of their successor. b) Resignation accepted by the Government. c) Dismissal agreed by the Government due to serious breach of obligations, permanent incapacity to exercise their function, subsequent incompatibility, or conviction for intentional crime after the opening of proceedings by the Ministry of Economy, Commerce and Enterprise.

2. The same causes of termination will be applicable to the non-ex officio board members, with the acceptance of the resignation or the agreement of dismissal corresponding to the Minister of Economy, Commerce and Enterprise, in accordance with what is provided in Article 29.2 of the Securities Markets and Investment Services Law.

3. The proceedings to be opened to agree on dismissal will have an adversarial nature.

4. Except in the case of letter c) of paragraph 1 above, during the period in which they are subject to incompatibility in accordance with what is provided in Article 10.1 of these regulations, the Board of the CNMV may request the collaboration of the outgoing President or Vice President to advise on matters related to the securities market, for which it will make available to them the use of the resources available at the CNMV, which in no case will imply an increase in budgetary allocations.

Article 10. Incompatibilities, Conflicts of Interest, and Duty of Secrecy.

1. The President, the Vice President, and the board members of the CNMV are subject to the regime of incompatibilities and conflicts of interest provided in the legal provisions applicable and may receive economic compensation for incompatibilities subsequent to their termination in the terms provided by regulation.

2. Board members must keep secret, even after ceasing in their offices, all reserved or confidential information they had knowledge of in the exercise of their functions, in the terms provided in Article 233 of the Securities Markets and Investment Services Law.

Article 11. Remuneration Regime.

Board members will receive the remuneration fixed by the Minister of Finance in accordance with the legally established procedure for Senior Officials of Public Law Entities and Bodies.

Section 3. The President, the Vice President, the Board Members, and the Secretary

Article 12. President.

1. The President of the CNMV, who will also be the President of its Board and the Executive Committee, will exercise the following functions: a) Hold the legal representation of the CNMV. b) Decide on the convocation of ordinary and extraordinary meetings of the Board and the Executive Committee of the CNMV, set their agenda, moderate the development of debates, suspend meetings for justified causes, and break ties with a casting vote. c) Ensure compliance with the laws. d) Initial the minutes and certifications of the agreements adopted by the collegiate bodies it presides over. e) Communicate to the Government or the Minister of Economy, Commerce and Enterprise those agreements adopted by the Board and the Executive Committee that such bodies must know. f) Exercise the actions and appeals that correspond to the CNMV in defense of its interests. g) Direct and coordinate the activities of all senior management bodies of the CNMV. h) Submit to the Board, for its approval, the draft budgets. i) Dispose of the expenses and order the payments of the CNMV. j) Enter into contracts and agreements of the CNMV. k) Exercise the superior headship of all personnel of the CNMV. l) Sign and order the publication of the CNMV Circulars. m) Promote the annual performance evaluation process of the Board and the Executive Committee, as well as the orientation and knowledge update programs for board members that may be advisable at any time. n) Exercise the powers that the Board expressly delegates to it. ñ) Resolve all those issues not reserved or legally or regulatorily attributed to other bodies. o) Exercise any other functions attributed to it by current legislation.

2. In cases of vacancy, absence, or illness, the President will be substituted by the Vice President and, failing that, by the non-ex officio board member with the longest seniority in office and, in case of equal seniority, by the oldest.

3. The President may delegate its powers to other bodies of the CNMV, within the scope of their respective competences, except those that, by their nature, are non-delegable.

4. The President may direct the activities of hierarchically dependent bodies through service instructions. Likewise, and considering the general interest, impact, or scope of these instructions, it may order their publication in the "Official State Gazette" (Boletín Oficial del Estado).

Article 13. Vice President.

1. The Vice President of the CNMV has the following attributions: a) Substitute the President in cases of vacancy, absence, or illness. b) Preside over the Advisory Committee of the CNMV. c) Be a member, as Vice President, of the Board and the Executive Committee of the CNMV. d) Exercise the functions that the President or the Board delegates to it. e) Develop, as a member of the Board, the functions referred to in...