Circular 5/2013, of June 12, of the National Securities Market Commission, establishing the models for the annual corporate governance report of listed public limited companies, savings banks, and other entities issuing securities admitted to trading on official securities markets.

National Securities Market Commission

«BOE» No. 150, of June 24, 2013 Reference: BOE-A-2013-6805

CONSOLIDATED TEXT

Last modification: October 9, 2021

This rule shall be known as "Circular 5/2013, of June 12, of the National Securities Market Commission, establishing the models for the annual corporate governance report of listed public limited companies and savings banks issuing securities admitted to trading on regulated markets," as established by the second provision 1 of Circular 3/2021, of September 28. Ref. BOE-A-2021-16391

The Order ECC/461/2013, of March 20, determining the content and structure of the annual corporate governance report, the annual remuneration report, and other information instruments of listed public limited companies, savings banks, and other entities issuing securities admitted to trading on official securities markets; reorganizes and completes the transparency requirements established in Law 24/1988, of July 28, on the Securities Market, and Royal Decree-Law 11/2010, of July 9, on governing bodies and other aspects of the legal regime of savings banks, in relation to annual corporate governance reports.

The second final provision of Order ECC/461/2013, of March 20, empowers the National Securities Market Commission to detail the content and structure of the annual corporate governance reports provided for in its articles 5, 6, and 7, for which purpose it may establish models or forms according to which the different entities must make these annual reports public.

Therefore, in execution of the authorizations contained in the aforementioned ministerial order, this Circular details the content and structure of the reference models according to which listed public limited companies, savings banks, and other entities issuing securities admitted to trading on official securities markets must present and disseminate their annual corporate governance reports.

In virtue thereof, the Council of the National Securities Market Commission, in its meeting of June 12, 2013, in exercise of the powers conferred, after receiving the report of its Advisory Committee, has ordered:

LEGISLATION CONSOLIDATED

First Provision. Model of annual corporate governance report of listed public limited companies.

1. The annual corporate governance report of listed public limited companies regulated in article 5 of Order ECC/461/2013, of March 20, shall comply, as to format, content, and structure, with the model defined in Annex I of this Circular.

2. Without prejudice to the foregoing, companies that do not comply with the recommendations of the Code of Good Governance of listed companies indicated below are not obliged to complete the corresponding sections of Annex I:

   • In relation to recommendation 14, section C.1.7.
   • In relation to recommendation 19, section C.1.8.
   • In relation to recommendation 22, sections C.1.36 and C.1.37.
   • In relation to recommendation 27, section C.1.26.
   • In relation to recommendation 36, section C.1.17, second paragraph, and C.1.18.
   • In relation to recommendation 42.2.c), section C.1.31.

In any case, in chapter "G" of the annual corporate governance report, the appropriate explanations shall be included when the company does not follow, or partially follows, the recommendations of the Code of Good Governance of listed companies.

Second Provision. Model of annual corporate governance report of other entities – other than Savings Banks – issuing securities traded on regulated markets.

(Repealed).

Third Provision. Model of annual corporate governance report of savings banks issuing securities admitted to trading on regulated markets.

1. The annual corporate governance report of savings banks issuing securities admitted to trading on regulated markets regulated in article 6 of Order ECC/461/2013, of March 20, shall comply, as to format, content, and structure, with the model defined in Annex III of this Circular.

2. Without prejudice to the foregoing, savings banks that do not issue participating shares traded on regulated markets are not obliged to complete the corresponding sections of the model defined in Annex III of this Circular indicated below:

   • From section A.1.1, the "appointment date" of the General Councilors.
   • From section A.2.1, the identity of the council members who do not hold the status of General Councilor.
   • From section A.2.14, the "number of council meetings without the attendance of the President."
   • Sections A.2.21; A.2.23; A.2.24; A.2.35; A.2.38.
   • Section B: Participating Shares.

Fourth Provision. Model of annual corporate governance report of entities integrating the institutional public sector issuing securities traded on regulated markets.

(Repealed).

Fifth Provision. Filling-in instructions.

When preparing the annual corporate governance reports, entities shall take into account the filling-in instructions accompanying each of the respective models applicable to them, defined in Annexes I, II, III, and IV of this Circular.

These same instructions must also be taken into account in the completion of the statistical annexes mentioned in the Sixth Provision.

Sixth Provision. Method of submission of the annual corporate governance report.

1. For dissemination as other relevant information and for statistical processing purposes, as well as for the publication of information provided for in section 5 of article 540 of the consolidated text of the Capital Companies Law, approved by Royal Legislative Decree 1/2010, of July 2, the reports provided for in the first, second, third, and fourth provisions of this Circular shall be submitted to the CNMV Electronic Registry, in accordance with the Resolution of the President of the National Securities Market Commission of November 16, 2011, creating and regulating the CNMV Electronic Registry, as a standardized electronic document, when applicable, or in PDF format by entities opting to present reports in free format, accompanied, in that case, by the corresponding statistical annex through the procedure enabled in the CIFRADOC/CNMV service.

2. The obligation of submission shall be considered fulfilled when the entity receives a telematic message from the CNMV confirming the correct incorporation of the corresponding report and, where applicable, the corresponding statistical annex.

3. Entities subject to the scope of the models established in the First and Second Provisions, if they so wish, may present the annual corporate governance report in free PDF format, without using the standardized electronic document, provided that the content of the model defined in the aforementioned Provisions is respected, as applicable. This report, accompanied in that case by the corresponding statistical annex, shall be disseminated through the CNMV and shall form part of the Management Report.

4. The entities referred to in the preceding paragraph using a free format must necessarily accompany and publish the annual report with a statistical annex, which shall comply, in all cases, as to format, content, and structure, with the model defined in Annex V or VI, as applicable, of this Circular, and which shall be presented as a standardized electronic document through the procedure enabled for this purpose in the CIFRADOC/CNMV service. Both the annual corporate governance report in free format and the corresponding statistical annex must be presented simultaneously.

5. Savings banks issuing securities admitted to trading on regulated markets that so wish may also present the annual corporate governance report in free PDF format, provided that the content of the model defined in the Third Provision is respected. Savings banks opting to submit the annual report in free format shall not submit a statistical annex.

6. Entities integrating the institutional public sector must submit their annual corporate governance report in PDF format, respecting the content and format established in the model referred to in the Fourth Provision.

7. Notwithstanding the provisions in the preceding sections and at the request of the entity, the CNMV may exceptionally, for justified causes, authorize that the reports provided for in the first, second, third, and fourth provisions of this Circular be submitted by another means in the appropriate model, without this exempting the obligated entity from the subsequent submission of the report and, where applicable, the statistical annex, through the procedure enabled for this purpose in the CIFRADOC/CNMV service.

Single Repealing Provision.

Provisions 1.1, 1.2, 2 (insofar as provisions established for the Annual Corporate Governance Report), 3, 4, 5, and 6 of Circular 1/2004, of March 17, of the National Securities Market Commission, on the annual corporate governance report of listed public limited companies and other entities issuing securities admitted to trading on official secondary securities markets, and other information instruments of listed public limited companies, are repealed.

Circular 4/2007, of December 27, of the National Securities Market Commission, modifying the model of the annual corporate governance report of listed public limited companies, is repealed.

Provisions 1.1, 1.2, 2, 3, 4, and 5, and the first and second additional provisions of Circular 2/2005, of April 21, of the National Securities Market Commission, on the annual corporate governance report and other information of savings banks issuing securities admitted to trading on official secondary markets, are repealed.

Final Provision.

This Circular shall enter into force the day following its publication in the "Boletín Oficial del Estado" and shall apply to annual corporate governance reports that entities must present starting from January 1, 2014.

Madrid, June 12, 2013.–The President of the National Securities Market Commission, María Elvira Rodríguez Herrer.

ANNEX I

Annual Corporate Governance Report of Listed Public Limited Companies

ANNEX II

ANNEX III

ANNEX IV

ANNEX V

Statistical Annex of the Annual Corporate Governance Report of Listed Public Limited Companies

ANNEX VI

This consolidated text has no legal value.