Royal Decree 165/2025 of 4 March amending the Statutes of the Ibero-American Foundation for Securities Markets F.S.P.

I. GENERAL PROVISIONS
MINISTRY OF THE PRESIDENCY, JUSTICE
AND RELATIONS WITH THE CORTES
7191 Royal Decree 165/2025, of 4 March, amending the Statutes of the Ibero-American Foundation for Securities Markets F.S.P.

The Ibero-American Foundation for Securities Markets F.S.P. is a foundation of the state public sector, attached to the Ministry of Economy, Commerce and Enterprise and under the guardianship of the Foundation Guardianship of the Ministry of Culture. It was constituted by public deed authorized before a notary and registered through the Order of the Ministry of Education and Culture of 9 July 1999, which inscribed in the Register of Teaching Foundations the entity known as the Ibero-American Foundation for Securities Markets, of Madrid.

On 14 December 2023, the Board of Trustees of the foundation unanimously agreed to a partial modification of its statutes in order to adapt them to Law 40/2015, of 1 October, on the Legal Regime of the Public Sector.

This regulation consists of a single article, which modifies articles 3.4, 11, 12, 19, 33 and 34 of the aforementioned foundation statutes, to adapt them to Law 40/2015, of 1 October, on the Legal Regime of the Public Sector; articles 35, 36, 37 and 38 are suppressed due to their unification into article 34; and it contains a single final provision regarding its entry into force. In this regard, a reference to Law 40/2015, of 1 October, is included in the legal regime of the foundation; the control of effectiveness and continuous supervision of the same is regulated; the need for approval of triennial and annual action plans is incorporated; and its adscription to the General State Administration is established.

On the other hand, the modification of the statutes also introduces the possibility that meetings of the Foundation's Board of Trustees may be held by telematic means, in line with the content of article 3.3 of Royal Decree-Law 34/2020, of 17 November, on urgent measures to support corporate solvency and the energy and tax sectors. This provision is consistent with the process of modernization and digital transformation of Public Administrations, and it is additionally considered that the incorporation of such faculty into the foundation's statutes will provide legal certainty to the agreements adopted.

In application of the general regime established in article 133 of Law 40/2015, of 1 October, this modification must be approved by the Council of Ministers by means of a royal decree, which is the vehicle employed in this case.

This royal decree observes the principles of necessity, effectiveness, proportionality, legal certainty, transparency and efficiency, required as principles of good regulation by article 129 of Law 39/2015, of 1 October, on the Common Administrative Procedure of Public Administrations.

With regard to its necessity, effectiveness and proportionality, this royal decree is effective and proportionate in fulfilling the stated objectives, being the appropriate legal instrument for this purpose, and without affecting in any way the rights and duties of citizens.

As for the principle of legal certainty, the royal decree contributes to providing greater legal certainty to the statutory regulation, insofar as it adapts its content to what is provided in Law 40/2015, of 1 October. Furthermore, the possibility of holding Foundation Board of Trustees meetings by telematic means is regulated, in line with the content of the new paragraph 3 of article 3 of Royal Decree-Law 34/2020, of 17 November, which was introduced by Royal Decree-Law 2/2021, of 26 January, on strengthening and consolidating social measures in defense of employment.

On the other hand, the royal decree complies with the principle of transparency, as it clearly identifies its purpose and justification both in this preamble and in the normative impact analysis report, and the latter offers a complete explanation of its content. However, since this is a purely organizational norm, and pursuant to articles 26.2 and 26.6 of Law 50/1997, of 27 November, on the Government, its processing is exempt from prior public consultation and from the procedures of public hearing and information.

Finally, this norm is also adequate to the principle of efficiency, as it does not impose new administrative burdens nor generate an increase in public spending.

With regard to the processing of the royal decree, the mandatory reports from the General Technical Secretariats of the proposing Ministries (Ministry of Culture, Ministry of Finance and Ministry for Digital Transformation and Civil Service), as well as from the Ministry of Economy, Commerce and Enterprise, have been requested, pursuant to the fourth paragraph of article 26.5 of Law 50/1997, of 27 November.

By virtue thereof, at the initiative of the Minister of Economy, Commerce and Enterprise, upon proposal of the Minister for Digital Transformation and Civil Service, the Minister of Finance, and the Minister of Culture, in agreement with the Council of State, and after deliberation by the Council of Ministers in its meeting on 4 March 2025,

I HEREBY ORDER:

Single Article. Modification of the Statutes of the Ibero-American Foundation for Securities Markets F.S.P., approved on 20 May 1999.

The Statutes of the Ibero-American Foundation for Securities Markets F.S.P. are modified as follows:

One. Article 3 is drafted as follows:

"Article 3. Legal Regime.
The Foundation is governed by Law 40/2015, of 1 October, on the Legal Regime of the Public Sector; Law 50/2002, of 26 December, on Foundations; and by private law, except in matters where public sector budgetary, accounting, economic-financial control and contracting regulations apply. Likewise, it shall be governed by the will of the Founder (the National Securities Market Commission) manifested in these statutes and by the rules issued for their interpretation and development."

Two. Article 4 is drafted as follows:

"Article 4. Guardianship.
According to the criteria established in article 129 of Law 40/2015, of 1 October, on the Legal Regime of the Public Sector, the Foundation is attached to the General State Administration and specifically to the Ministry of Economy, Commerce and Enterprise. The Foundation shall act under the guardianship of the Foundation Guardianship of the Ministry of Culture, or of the department that in the future exercises the guardianship of state public sector foundations."

Three. A final paragraph is added to Article 11:

"The functioning of the Board of Trustees shall be adapted, in all matters not provided for in these statutes, to the regulatory provisions of collegiate bodies contained in the preliminary title, chapter II, section 3rd of Law 40/2015, of 1 October, on the Legal Regime of the Public Sector."

Four. Article 12 is drafted as follows:

"Article 12. Composition of the Board of Trustees.
The full Board of Trustees shall be composed of:
Ex officio members:
– The Presidency: the person holding the presidency of the National Securities Market Commission of Spain.
– The Vice-Presidency: the representative person designated by the Ministry of Economy, Commerce and Enterprise for this purpose.
– The Board Members:

• The Governor/Deputy Governor of the Bank of Spain.
• The person holding the vice-presidency of the National Securities Market Commission of Spain.
• The person holding the Direction of Cooperation with Latin America and the Caribbean of AECID.
• A representative person of the National Securities Market Commission, who shall be designated by the Council of said body.
  All of them belonging to the Spanish Public Administration.
  Elected members: the ex officio members shall elect, by majority, elected members from among persons who have distinguished in their professional career for their dedication to tasks related to securities markets. In their designation, the principle of balanced presence of women and men shall be observed, except for well-founded and objective reasons duly motivated. The composition of the Board of Trustees shall not exceed twelve members, adding the ex officio and elected members. The Secretariat: this position shall be held by the person designated by the Board of Trustees and shall act with voice but without vote. The person holding the secretariat is responsible for the custody of documentation belonging to the Foundation, drawing up the minutes corresponding to Board of Trustees meetings, issuing necessary certifications and those expressly delegated to them."

Five. A final paragraph is added to Article 19:

"The Board of Trustees, if decided by the person holding the presidency, may meet and adopt agreements via videoconference, multiple telematic conference, or any analogous means, so that trustees, in full or partial number, may attend said meeting by the indicated means. In this case, the person holding the secretariat must ensure that trustees have the necessary technical means, must verify the identity of trustees not attending in person, and must express these circumstances in the minutes, which shall be sent to trustees by email at the earliest opportunity. Furthermore, the requirements established in article 17 of Law 40/2015, of 1 October, on the Legal Regime of the Public Sector, must be complied with in all cases."

Six. Article 33 is modified, and is drafted as follows:

"Article 33. Financial, budgetary, accounting, economic-financial control regime and action plan.

1. The economic year shall coincide with the calendar year.
2. The Foundation shall keep those mandatory books determined by current regulations and those others that are convenient for the proper order and development of its activities, as well as for the adequate control of its accounting.
3. The financial, budgetary, accounting, economic-financial control regime and action plan of the Foundation are subject to the provisions established in Law 47/2003, of 26 November, General Budgetary Law; Law 50/2002, of 26 December, on Foundations; and Royal Decree 1337/2005, of 11 November, approving the Regulations of State Competence Foundations.
4. The economic year shall coincide with the calendar year. The Foundation shall keep those mandatory books determined by current regulations and those others that are convenient for the proper order and development of its activities, as well as for the adequate control of its accounting.
5. The Foundation shall prepare the annual action plan provided for in article 92 of Law 40/2015, of 1 October, which must be approved in the last quarter of the calendar year and must be coherent with the multiannual action program provided for in budgetary regulations. The action plan shall incorporate, every three years, a review of the Entity's strategic programming, and must be approved by the Ministry of Economy, Commerce and Enterprise.
6. The Foundation shall apply the accounting principles and rules collected in the adaptation of the General Accounting Plan to non-profit entities and provisions developing it.
7. The annual accounts shall comprise the balance sheet, the income statement and the notes, which must be drafted clearly and show the true and fair view of the Foundation's assets, financial situation and results.
8. The annual accounts shall be prepared by the Head of the Foundation's Direction within a maximum period of three months from the closing of the year and shall be approved by the Foundation's Board of Trustees within a maximum period of six months from the closing of the year, being submitted to the Guardianship for examination and verification within ten working days following their approval.
9. The Board of Trustees shall prepare, within the legal timeframe pertinent for public sector foundations, an action plan reflecting the objectives and activities foreseen to be developed during the following year. This plan must include an operating and capital budget and comply with the requirements imposed by budgetary regulations applicable to the foundational public sector. Once approved by the ministry of attachment, the action plan shall be sent to the Guardianship in the last three months of the year.
10. The Foundation shall be subject to the control of the General Intervention of the State Administration, without prejudice to the competencies attributed to the Court of Auditors."

Seven. Article 34 is drafted as follows:

"Article 34. Modification, merger, dissolution, liquidation and extinction.

1. The Board of Trustees may propose the modification of these statutes whenever it is convenient for the interests of the Foundation, in accordance with current legislation.
2. The proposal for statutory modification must be approved with the favorable vote of the majority of the members of the Board of Trustees.
3. For the merger, dissolution, liquidation and extinction of the Foundation, the regime provided for in articles 94, 96 and 97 of Law 40/2015, of 1 October, on the Legal Regime of the Public Sector, shall apply.
4. In the event that the merger procedure is initiated at the proposal of the Board of Trustees, the favorable vote of at least two-thirds of its members shall be required. The agreement shall be immediately communicated to the Guardianship."

Eight. Articles 35, 36, 37 and 38 are suppressed, leaving them without content.

Single Final Provision. Entry into force.

This royal decree shall enter into force the day following its publication in the "Boletín Oficial del Estado".

Given in Madrid, 4 March 2025.

FELIPE R.
The Minister of the Presidency, Justice and Relations with the Cortes, FÉLIX BOLAÑOS GARCÍA