Circular 7/2015 of the CNMV Modifying the Annual Corporate Governance and Remuneration Reporting Models

OFFICIAL STATE GAZETTE
No. 312 Wednesday, December 30, 2015 Sec. I. Page 123501
I. GENERAL PROVISIONS
NATIONAL SECURITIES MARKET COMMISSION
14289 Circular 7/2015, of December 22, of the National Securities Market Commission, modifying Circular 5/2013, of June 12, which establishes the models for the annual corporate governance report of listed joint-stock companies, savings banks, and other entities issuing securities admitted to trading on official securities markets, and Circular 4/2013, of June 12, which establishes the models for the annual remuneration report of directors of listed joint-stock companies and members of the board of directors and control committee of savings banks issuing securities admitted to trading on official securities markets.

The approval of both Law 31/2014, of December 3, modifying the Capital Companies Law for the improvement of corporate governance, and the Code of Good Governance of Listed Companies, by agreement of the Council of the National Securities Market Commission on February 18, 2015, makes it necessary to modify the annual corporate governance report models included in Circular 5/2013, of June 12, of the National Securities Market Commission (CNMV), which establishes the models for the annual corporate governance report of listed joint-stock companies, savings banks, and other entities issuing securities admitted to trading on official securities markets.

The modification primarily affects Annex I of Circular 5/2013, of June 12, of the National Securities Market Commission, and is carried out under the powers granted to the CNMV by the second final provision of 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 joint-stock companies, savings banks, and other entities issuing securities admitted to trading on official securities markets, modified by Order ECC/2575/2015, of November 30, determining the content, structure, and publication requirements of the annual corporate governance report, and establishing accounting obligations for banking foundations. This authorization allows detailing the content and structure of the annual corporate governance reports provided for in Articles 5, 6, and 7 of Order ECC/461/2013, of March 20, for which purpose the CNMV may establish models or forms according to which the different entities must make these annual reports public.

The main changes introduced in Circular 5/2013, of June 12, of the National Securities Market Commission, are as follows: Section G of Annex I incorporates the new recommendations of the Code of Good Governance of Listed Companies; some sections referring to old recommendations of the Unified Code, which have become mandatory rules following the approval and entry into force of Law 31/2014, of December 3, are eliminated; and finally, section C.2 of Annexes I and II is modified to include information on the various committees the entity has established in accordance with the Capital Companies Law and the bylaws.

On the other hand, pursuant to the single repealing provision, section B "Remuneration Policy Foreseen for Future Fiscal Years" of Annex I of Circular 4/2013, of June 12, of the National Securities Market Commission, which establishes the models for the annual remuneration report of directors of listed joint-stock companies and members of the board of directors and control committee of savings banks issuing securities admitted to trading on official securities markets, is suppressed, in order to adapt the annual remuneration report model for listed joint-stock companies to the text of Article 541 of the Capital Companies Law as amended by said Law 31/2014, of December 3, which no longer contemplates including as minimum content of said report information on the remuneration policy foreseen for future years. However, this information is maintained in the model to be completed by savings banks as required by Article 31.3 of Law 26/2013, of December 27, on savings banks and banking foundations.

In virtue thereof, the Council of the National Securities Market Commission, in its meeting of December 22, 2015, using the conferred powers, prior to the report of its Advisory Committee, has ordered:

First Rule. Modification of Circular 5/2013, of June 12, of the National Securities Market Commission, which establishes the models for the annual corporate governance report of listed joint-stock companies, savings banks, and other entities issuing securities admitted to trading on official securities markets.

Circular 5/2013, of June 12, of the National Securities Market Commission, which establishes the models for the annual corporate governance report of listed joint-stock companies, savings banks, and other entities issuing securities admitted to trading on official securities markets, is modified as follows:

One. Section 2 of the First Rule is drafted as follows:
"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:
With regard to recommendation 8, section C.1.38.
With regard to recommendation 14, section C.1.6.bis.
With regard to recommendation 19, section C.1.8.
With regard to recommendation 22, sections C.1.42 and C.1.43.
With regard to recommendation 24, section C.1.9.
With regard to recommendation 27, section C.1.30.
With regard to recommendation 36, sections C.1.20.bis and C.1.20.ter and only in those fiscal years in which the evaluation was assisted by an external director.
With regard to recommendation 42.2.c), section C.1.36..
In any case, in chapter 'G' of the annual corporate governance report, the appropriate explanations will be included when the company does not comply, or partially complies, with the recommendations of the Code of Good Governance of Listed Companies.

Two. The model for the annual corporate governance report of listed joint-stock companies included in Annex I of Circular 5/2013, of June 12, is replaced by that contained in Annex I of this Circular, to be completed in accordance with the instructions contained therein.

Three. The model for the annual corporate governance report of other issuing entities included in Annex II of Circular 5/2013, of June 12, is replaced by that contained in Annex II of this Circular, to be completed in accordance with the instructions contained therein."

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OFFICIAL STATE GAZETTE
No. 312 Wednesday, December 30, 2015 Sec. I. Page 123502 savings banks issuing securities admitted to trading on official securities markets, in order to adapt the annual remuneration report model for listed joint-stock companies to the text of Article 541 of the Capital Companies Law as amended by said Law 31/2014, of December 3, which no longer contemplates including as minimum content of said report information on the remuneration policy foreseen for future years. However, this information is maintained in the model to be completed by savings banks as required by Article 31.3 of Law 26/2013, of December 27, on savings banks and banking foundations.

In virtue thereof, the Council of the National Securities Market Commission, in its meeting of December 22, 2015, using the conferred powers, prior to the report of its Advisory Committee, has ordered:

First Rule. Modification of Circular 5/2013, of June 12, of the National Securities Market Commission, which establishes the models for the annual corporate governance report of listed joint-stock companies, savings banks, and other entities issuing securities admitted to trading on official securities markets.

Circular 5/2013, of June 12, of the National Securities Market Commission, which establishes the models for the annual corporate governance report of listed joint-stock companies, savings banks, and other entities issuing securities admitted to trading on official securities markets, is modified as follows:

One. Section 2 of the First Rule is drafted as follows:
"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:
With regard to recommendation 8, section C.1.38.
With regard to recommendation 14, section C.1.6.bis.
With regard to recommendation 19, section C.1.8.
With regard to recommendation 22, sections C.1.42 and C.1.43.
With regard to recommendation 24, section C.1.9.
With regard to recommendation 27, section C.1.30.
With regard to recommendation 36, sections C.1.20.bis and C.1.20.ter and only in those fiscal years in which the evaluation was assisted by an external director.
With regard to recommendation 42.2.c), section C.1.36..
In any case, in chapter 'G' of the annual corporate governance report, the appropriate explanations will be included when the company does not comply, or partially complies, with the recommendations of the Code of Good Governance of Listed Companies.

Two. The model for the annual corporate governance report of listed joint-stock companies included in Annex I of Circular 5/2013, of June 12, is replaced by that contained in Annex I of this Circular, to be completed in accordance with the instructions contained therein.

Three. The model for the annual corporate governance report of other issuing entities included in Annex II of Circular 5/2013, of June 12, is replaced by that contained in Annex II of this Circular, to be completed in accordance with the instructions contained therein."

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OFFICIAL STATE GAZETTE
No. 312 Wednesday, December 30, 2015 Sec. I. Page 123503 Second Rule. Applicable Code of Good Governance.
To complete the annual corporate governance report and, in particular, to report on the degree of compliance of the company with the corporate governance recommendations, reference shall be taken as the Code of Good Governance of Listed Companies, approved by the Council of the CNMV on February 18, 2015.

Single Repealing Provision.
Section B. "Remuneration Policy Foreseen for Future Fiscal Years" of Model Annex I –Annual Report on Remuneration of Directors of Listed Joint-Stock Companies– of Circular 4/2013, of June 12, of the National Securities Market Commission, which establishes the models for the annual remuneration report of directors of listed joint-stock companies and members of the board of directors and control committee of savings banks issuing securities admitted to trading on official securities markets, is repealed.

Single Final Provision. Entry into Force.
This Circular shall enter into force the day following its publication in the "Official State Gazette" and shall apply to the annual corporate governance reports of listed joint-stock companies and other entities –other than savings banks– issuing securities traded on official securities markets and to the annual remuneration reports of directors of listed joint-stock companies, which entities must present corresponding to fiscal years closed from December 31, 2015, inclusive.

Madrid, December 22, 2015.–The President of the National Securities Market Commission, P.S. (Royal Legislative Decree 4/2015, of October 23), the Vice President of the National Securities Market Commission, Lourdes Centeno Huerta. cve: BOE-A-2015-14289 Verifiable at http://www.boe.es

OFFICIAL STATE GAZETTE
No. 312 Wednesday, December 30, 2015 Sec. I. Page 123504 MODEL ANNEX I ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED JOINT-STOCK COMPANIES ISSUER IDENTIFICATION DATA END DATE OF REFERENCE FISCAL YEAR

Tax ID Number:
Company Name:

Registered Address:

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OFFICIAL STATE GAZETTE
No. 312 Wednesday, December 30, 2015 Sec. I. Page 123505 ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED JOINT-STOCK COMPANIES A OWNERSHIP STRUCTURE A.1 Complete the following table on the company's share capital:

Last modification date
Share capital (€)
Number of shares
Number of voting rights

Indicate if there are different classes of shares with different associated rights:
Yes □ No □

Class
Number of shares
Unitary nominal value
Unitary number of voting rights
Different rights

A.2 Detail the direct and indirect holders of significant holdings in your company as of the end of the fiscal year, excluding directors:

Shareholder name or company name
Number of direct voting rights
Indirect voting rights
% of total voting rights
Direct holder of the holding
Number of voting rights

Indicate the most significant movements in the shareholding structure that occurred during the fiscal year:

Shareholder name or company name
Date of operation
Description of operation

A.3 Complete the following tables on the members of the board of directors of the company who hold voting rights in the company's shares:

Director name or company name
Number of direct voting rights
Indirect voting rights
% of total voting rights
Direct holder of the holding
Number of voting rights

% total voting rights held by the board of directors

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OFFICIAL STATE GAZETTE
No. 312 Wednesday, December 30, 2015 Sec. I. Page 123506 Complete the following tables on the members of the board of directors of the company who hold rights over shares of the company:

Director name or company name
Number of direct rights
Indirect rights
Number of equivalent shares
% of total voting rights
Direct holder
Number of voting rights

A.4 Indicate, if any, the family, commercial, contractual, or corporate relationships that exist between the holders of significant holdings, to the extent known by the company, unless they are of little relevance or derive from the ordinary course of business:

Related name or company name
Type of relationship
Brief description

A.5 Indicate, if any, the commercial, contractual, or corporate relationships that exist between the holders of significant holdings, and the company and/or its group, unless they are of little relevance or derive from the ordinary course of business:

Related name or company name
Type of relationship
Brief description

A.6 Indicate if any shareholder agreements affecting the company have been communicated to the company as established in Articles 530 and 531 of the Capital Companies Law. If so, briefly describe them and list the shareholders bound by the agreement:
Yes □ No □

Participants in the shareholder agreement
% of share capital affected
Brief description of the agreement

Indicate if the company is aware of the existence of concert parties among its shareholders. If so, briefly describe them:
Yes □ No □

Concert party participants
% of share capital affected
Brief description of the concert

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OFFICIAL STATE GAZETTE
No. 312 Wednesday, December 30, 2015 Sec. I. Page 123507 In the event that any modification or rupture of such agreements or concert parties occurred during the fiscal year, indicate this expressly:

A.7 Indicate if there is any natural or legal person who exercises or may exercise control over the company according to Article 5 of the Securities Market Law. If so, identify it:
Yes □ No □

Name or company name
Observations

A.8 Complete the following tables on the company's treasury shares:

As of the end of the fiscal year:
Number of direct shares
Number of indirect shares (*)
% total of share capital

(*) Through:
Name or company name of the direct holder of the holding Number of direct shares

Total:

Explain significant variations, in accordance with Royal Decree 1362/2007, that occurred during the fiscal year:

Explain significant variations

A.9 Detail the conditions and term of the current mandate of the shareholders' meeting to the board of directors to issue, repurchase, or transfer own shares.

A.9 bis Estimated floating capital:
%
Estimated Floating Capital

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OFFICIAL STATE GAZETTE
No. 312 Wednesday, December 30, 2015 Sec. I. Page 123508 A.10 Indicate if there is any restriction on the transferability of securities and/or any restriction on the right to vote. In particular, the existence of any type of restrictions that could hinder the takeover of the company through the acquisition of its shares in the market will be communicated. Yes □ No □ Description of restrictions

A.11 Indicate if the general meeting has agreed to adopt neutralization measures against a public takeover bid pursuant to Law 6/2007.
Yes □ No
If so, explain the approved measures and the terms in which the ineffectiveness of the restrictions will occur:

A.12 Indicate if the company has issued securities that are not traded on a regulated community market.
Yes □ No □
If so, indicate the different classes of shares and, for each class of shares, the rights and obligations they confer.

B GENERAL MEETING
B.1 Indicate and, if applicable, detail if there are differences with the minimum regime provided for in the Capital Companies Law (LSC) regarding the quorum for the constitution of the general meeting. Yes □ No □

% of quorum different from that established in art. 193 LSC for general cases % of quorum different from that established in art. 194 LSC for special cases of art. 194 LSC Quorum required in 1st call Quorum required in 2nd call Description of differences

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OFFICIAL STATE GAZETTE
No. 312 Wednesday, December 30, 2015 Sec. I. Page 123509 B.2 Indicate and, if applicable, detail if there are differences with the regime provided for in the Capital Companies Law (LSC) for the adoption of corporate agreements:
Yes □ No □
Describe how it differs from the regime provided for in the LSC.

Reinforced majority different from that established in Article 201.2 LSC for the cases of 194.1 LSC Other cases of reinforced majority % established by the entity for the adoption of agreements Describe the differences

B.3 Indicate the rules applicable to the modification of the company's bylaws. In particular, the majorities provided for the modification of the bylaws will be communicated, as well as, if applicable, the rules provided for the protection of shareholders' rights in the modification of the bylaws.

B.4 Indicate the attendance data at general meetings held during the fiscal year to which this report refers and the previous fiscal year:

Attendance data
Date of general meeting
% physical presence
% representation
% remote voting
Total
Electronic vote Others

B.5 Indicate if there is any statutory restriction establishing a minimum number of shares necessary to attend the general meeting:
Yes □ No □
Number of shares necessary to attend the general meeting

B.6 Section repealed.

B.7 Indicate the address and mode of access to the company's website for corporate governance information and other information on general meetings that must be made available to shareholders through the company's website.

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OFFICIAL STATE GAZETTE
No. 312 Wednesday, December 30, 2015 Sec. I. Page 123510 C STRUCTURE OF THE COMPANY'S MANAGEMENT C.1 Board of Directors C.1.1 Maximum and minimum number of directors provided for in the company's bylaws:

Maximum number of directors
Minimum number of directors

C.1.2 Complete the following table with the members of the board:

Director name or company name
Representative
Category of director
Position on the board
Date of first appointment
Date of last appointment
Election procedure

Total number of directors

Indicate any dismissals that have occurred in the board of directors during the period subject to information:

Director name or company name
Director category at the time of dismissal
Date of departure

C.1.3 Complete the following tables on the members of the board and their different categories:

EXECUTIVE DIRECTORS
Director name or company name
Position in the company's organizational chart

Total number of executive directors
% of total board

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OFFICIAL STATE GAZETTE
No. 312 Wednesday, December 30, 2015 Sec. I. Page 123511 EXTERNAL DOMINICAL DIRECTORS Director name or company name Name or company name of the significant shareholder they represent or who proposed their appointment

Total number of domical directors
% of total board

EXTERNAL INDEPENDENT DIRECTORS
Director name or company name
Profile

Total number of independent directors
% total of board

Indicate if any director classified as independent receives from the company, or its same group, any amount or benefit for a concept other than director remuneration, or maintains or has maintained, during the last fiscal year, a business relationship with the company or any company in its group, whether in their own name or as a significant shareholder, director, or senior executive of an entity that maintains or has maintained such relationship. If so, a motivated declaration by the board regarding the reasons why it considers that such director can perform their functions as an independent director will be included.

Director name or company name
Description of the relationship
Motivated declaration

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OFFICIAL STATE GAZETTE
No. 312 Wednesday, December 30, 2015 Sec. I. Page 123512 OTHER EXTERNAL DIRECTORS Other external directors will be identified and the reasons why they cannot be considered domical or independent will be detailed, as well as their links, whether with the company, its executives, or its shareholders:

Director name or company name
Reasons
Company, executive, or shareholder with whom the link is maintained

Total number of other external directors
% total of board

Indicate any variations that, if any, have occurred during the period in the category of each director:

Director name or company name
Date of change
Previous category
Current category

C.1.4 Complete the following table with information regarding the number of female directors at the close of the last 4 fiscal years, as well as the category of such female directors:

Number of female directors
% of total directors of each category

Fiscal Year t
Fiscal Year t-1
Fiscal Year t-2
Fiscal Year t-3
Fiscal Year t
Fiscal Year t-1
Fiscal Year t-2
Fiscal Year t-3
Executive
Domical
Independent
Other External
Total:

C.1.5 Explain the measures that, if any, have been adopted to ensure that the board of directors includes a number of women that allows for a balanced presence of women and men.

C.1.6 Explain the measures that, if any, the nominations committee has agreed upon so that selection procedures do not suffer from implicit biases that hinder the selection of female directors, and that the company deliberately seeks and includes among potential candidates women who meet the sought professional profile:

Explanation of measures
Explanation of measures

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OFFICIAL STATE GAZETTE
No. 312 Wednesday, December 30, 2015 Sec. I. Page 123513 When despite the measures that, if any, have been adopted, the number of female directors is low or null, explain the reasons justifying this:

C.1.6.bis Explain the conclusions of the nominations committee regarding the verification of compliance with the director selection policy. And in particular, regarding how such policy is promoting the objective that by the year 2020 the number of female directors represents at least 30% of the total members of the board of directors.

C.1.7 Explain the form of representation on the board of directors of shareholders with significant holdings.

C.1.8 Explain, if any, the reasons why domical directors have been appointed at the request of shareholders whose shareholding is less than 3% of the capital:

Indicate if formal requests for presence on the board from shareholders whose shareholding is equal to or greater than that of others at whose instance they were not attended to have been ignored.