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VIPsight

Corporate Governance – portrayed in the individual cultural and legal framework, from the standpoint of equity capital.

VIPsight is a dynamic photo archive, sorted by nations and dates, by and for those interested in CG from all over the world.

VIPsight offers, every month:
transparent and independent current information / comments / facts and figures on corporate governance locally and internationally,

  • written by local CG experts,
  • selected and structured by the Club of Florence,
  • financed by its initiator VIP and other sponsors with a background of “Equity and Advisory” interests.
     

VIPsight International


Welcome to VIPsight Europe - Spain

 

Authors

 
Paola Gutierrez Velandia  Katharina Miller

 

27 March 2015

Life punishes those who are late?

I am shareholder of various companies listed on the IBEX 35 and take my investment very seriously. Last week I received an invitation for a breakfast called “Annual General Meetings (AGM) of listed companies: preparing the season 2015”. This caused me to, once again, set out to find the dates of my stock companies’ AGMs, since to me it has proven stressful, inconvenient and absolutely unfavorable for organizing my business to remain pending between each year’s random convocations.

My search began in October last year. I wrote to the companies of which I own shares with the demand to obtain the dates of upcoming AGMs, resulting either in complete lack of response or in a note (…) that the company’s board of directors has not yet agreed on the convocation of the shareholder’s general meeting in 2015, for which reason it is not yet possible to provide the target date of the said meeting.

One company called me in order to give me that information but with the addition of a rule: that the AGM is usually held, more or less, in the same period as in the years before.

A look beyond Spain reveals that, for example in Germany, the dates of the DAX companies’ AGMs have been released one year in advance (DAX being the counterpart to the Spanish IBEX 35). Or note that, concerning a small enterprise listed on the Finnish stock index, the schedule for the year 2015 is on hand already. Furthermore I was surprised to learn that the German association of institutional shareholders “VIP” has information about the next AGM of nearly every internationally listed company. I thereby obtained the target dates of some of Telefónica S.A.’s international subsidiaries:

March 24, 2015*Telefónica Del Peru in Lima (PE)

April 21, 2015*Telefónica Chile in Santiago (CL)

May 12, 2015*Telefónica Deutschland Holding in Munich (D)

May 29, 2015*Telefónica De Argentina in (AR)

July 23, 2015*Telefónica Moviles in (PE)

It appears that some of the subsidiaries in South America know earlier than their Spanish parent company when their next AGMs are held. And the target date of Telefónica S.A. has still not been published anywhere.

You are now probably wondering what the problem is. All IBEX 35 companies perfectly comply with Spanish legislation, which sets the time limit for convocations in Article 176 of the Corporations Act (Ley de Sociedades de Capital): Between the convocation and the date designated for holding the AGM, there must be a period of at least one month for incorporated companies and at least fifteen days for limited liability companies.

However, in the first place Spain forms part of the European Union and in the second place Spain takes an interest in foreign investors. It therefore needs to transpose the DIRECTIVE 2004/109/EC OF THE EUROPEAN PALIAMENT AND THE COUNCIL of December 15, 2004 on the harmonization of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC. The directive states in Article 17: The issuer of shares admitted to trading on a regulated market shall ensure equal treatment for all holders of shares who are in the same position and Shareholders shall not be prevented from exercising their rights by proxy, subject of the law of the country in which the issuer is incorporated. In particular, the issuer shall: a) provide information on the place, time and agenda of meetings, the total number of shares and voting rights and the rights of holders to participate in meetings.

Timely notification of the AGM’s date is the first requirement for transparency as established by the EU in terms of “best practice in corporate governance”. The AGM is the supreme body of the issuing entity and the place of public participation of the owners / shareholders. Every (institutional) investor needs to be able to know the schedule sufficiently early to organize his participation in the AGM and exercise his rights as shareholder.

If the target date is provided no sooner than one month in advance, it seems unlikely that a foreign investor can make travel arrangements in order to participate in the AGM of his “property”.

We are facing a problem of CSR (Corporate Social Responsibility), i.e. we are not in harmony with the requirements of Good Governance although we comply with current legislation.

This will be the future: companies have to consider each and every of their stakeholders.

Katharina Miller

 

11 March 2015

Evolución de las Convocatorias de las Juntas Generales de Accionistas de las empresas del IBEX35 para el año 2015

Haga clic aquí para acceder a los resultados de la iniciativa Paridad en Acción en las convocatorias de las empresas del IBEX35 el año 2014.

No dudes en ponerte en contacto con nosotros para otorgarnos acciones de representación. Dudas y preguntas aquí.
En amarillo las fechas previstas (y no confimadas por las empresas) de la juntas generales del IBEX, según la página web de inversores institucionales V.I.P.

EMPRESA Ciudad Fecha Acciones necesarias Acciones disponibles Participante Paridad.eu Respuesta Empresa
Abengoa  Sevilla 29.03.2015  375  NO    
Abertis Infraestructuras, S.A.  Barcelona 24.03.2015 1000 SI    
Acciona, S.A.     1 SI    
Acs,Actividades De Const.Y Servicios S.A  Madrid 25.05.2015 100 NO    
Arcelormittal  Luxemburgo 05.05.2015 1 SI Laure Woehrling  
Amadeus It Holding, S.A.  Madrid 25.06.2015 300 NO    
Banco Bilbao Vizcaya Argentaria, S.A.  Bilbao 13.03.2015 500 SI Julia Suderow  
Banco De Sabadell, S.A.     100 NO    
Banco Popular Español, S.A.  Madrid 13.04.2015 100 euros vn SI    
Bankia     1 SI    
Banco Santander, S.A.  Santander 27.03.2015 1 SI Barbara Roman  
Bankinter, S.A.  Madrid 18.03.2015 600 SI Katharina Miller  
Bolsas Y Mercados Españoles, Shmsf, S.A.  Madrid 30.04.2015 1 NO    
Caixabank, S.A.   20.04.2015 1000 NO    
Dia-Distribuidora Int. De Aliment. S.A.  Madrid 20.04.2015 1 SI    
Endesa     1 NO    
Enagas, S.A.  Madrid 27.03.2015 1 SI Oscar Fernández  
Ferrovial, S.A.  Madrid 27.03.2015 100 NO (solo 5 acciones)    
Fomento De Constr. Y Contratas S.A.     1 SI    
Gamesa   25.05.2015 1 SI    
Gas Natural Sdg, S.A.   31.03.2015 100 NO    
Grifols, S.A.  Barcelona 25.05.2015 1 SI    
Iberdrola, S.A.  Bilbao 27.03.2015 1 SI Julia Suderow  
Indra Sistemas, S.A., Serie A  Madrid 22.06.2015 1 SI    
Industria De Diseño Textil,S.A."Inditex"  Arteixo 15.07.2015 1 SI Katharina Miller  
International Consolidat. Airlines Group   17.06.2015 1 SI    
Jazztel     1 SI    
Mapfre, S.A.  Madrid 13.03.2015 1000 SI  Katharina Miller  
Mediaset España Comunicacion, S.A.  Cologno Monzese  (IT) 29.04.2015 1 SI    
Obrascon Huarte Lain, S.A.   08.04.2015 1 SI    
Red Electrica Corporacion, S.A.  Madrid 04.05.2015 1 SI    
Repsol, S.A.  Madrid 27.03.2015 1 SI    
Sacyr, S.A.  Madrid 08.06.2015 150 euros vn SI    
Tecnicas Reunidas, S.A.  Madrid 25.06.2015    SI    
Telefonica, S.A.  Madrid    300 SI    

 Fecha de actualización 11/03/2015  Enlaces rotos o errores, por favor, rellene el formulario de contacto.

  • Acciones necesarias: Son las acciones que se precisan para poder acceder a la JG.
  • Acciones disponibles: No necesariamente nos otorga un único accionista las acciones suficientes para poder acceder a la JG. Es por ello que mostramos las que actualmente nos han otorgado, bien uno o más accionistas, o ninguno.
  • Participante: Son los nombres de aquellas personas que han acudido a la JG en representación de esta iniciativa.
  • Respuesta empresa: A todas las empresas del IBEX35, les hacemos llegar el cuestionario en la medida que abren su periodo de JG. En el caso de recibir respuesta de la empresa, lo señalamos y publicamos.

 

 

24 February 2015

Making a fool of oneself?

As the Ibex 35 stockholders’ general meetings during 2015 will soon begin to be held, I would like to report on a number of curiosities that occur among some of them.

One of the most important rights shareholders have is the right to information. According to Article 197 Paragraph 2 of the Joint Stock Companies Act (Ley de Sociedades de Capital), shareholders are entitled to verbally request information or clarification during the general meeting, if they consider their request sufficiently related to one of the agenda’s items. In most Spanish companies’ general meetings shareholders are required to identify before a notary, giving their full name, the number of shares they hold and the shares they represent.

The number of shares influences the fact that the board may deny the requested information when, in the opinion of the chairman, publication of such information could prejudice the company’s interests. This faculty of the chairman is not applicable when the request is supported by shareholders representing at least twenty five percent of the share capital. While the chairman is denied to exercise his right to refuse information or clarification in an arbitrary or unreasonable manner, his reluctance to respond is considered comprehensive, for example, when the requesting shareholder meets the following requirements, jurisprudence of the so-called Tribunal Supremo: enmity and permanent confrontation; competitor with the same brand; or if a simple answer is not immediately possible or if there is reasonable doubt concerning repercussions on the company’s interests (source: TS 17-2-06, EDJ 11923).

That is the reason why some shareholders and representatives require a notarized record of the shares they hold or represent. Therefore it has nothing to do with the identification of the shareholders and representatives attending the general meeting. What seems surplus is the fact that some of the listed companies additionally demand their shareholders, before placing an information request, to verbally reveal the number of shares they hold or represent to the entire assembly.

What is the problem?

In the event that a shareholder owns 1% or less of the company’s share capital, her or his request may appear less important to the assembly than a request from a shareholder with a greater contribution although the request of the former may contain a grave concern for the company which will ultimately be underestimated due to his small economic share. The shareholder with few shares could feel ridiculed or scorned as well. We might also think that we are dealing with a breach of data protection law but information on share ownership does not belong to personal data. However, it is recommended to always apply the less invasive solution to ensure Good Governance on part of the management board, which would in this case clearly be to record the number of shares before a notary and refrain from adopting measures that can unnecessarily raise controversy, on the part of both the shareholder or representative and the management board.

It should be noted that this Spanish custom is entirely unknown at general meetings in other EU member states, such as Germany or Finland.

And once more we have a problem of Corporate Social Responsibility (CSR), i.e. we are not in harmony with Good Governance requirements even though we are complying with current Spanish legislation.

Katharina Miller

 

5 December 2014

CORPORATE GOVERNANCE REFORM IN SPAIN

Hereby please find the main changes in the Spanish Corporate Governance Framework

  • The Council of Ministers agreed on the 10th May 2013, to establish a Commission of Experts for drafting a new framework of good governance in Spain, while analysing the current structure and propose measures enabling the improvement and efficiency of management of the Spanish companies.
  • Fulfilling the mandate, the Commission of Experts submitted on October 2013 a proposal to amend the corporate law which content has been built almost entirely to the "Bill to amended Corporations Act to improve corporate governance
  • At the same time the Commission, will continue working in the field of the recommendations and, during 2014, the CNMV will conduct a full review of the recommendations of the Unified Code of Corporate Governance in force in Spain since 2006. Most of the recommendations were withdrawn from the Code as they became binding during the reform of the Code of Commerce amendment in 2013.
  • Key issue related to shareholders rights:
  • In listed companies, the decisions are consider as special corporate actions, when the size of the transaction exceeds 25% of total balance sheet assets.
  • Shareholders will also have a binding vote on Board's remuneration every three years.
  • The threshold to trigger minority shareholders rights such as calling EGMs, including items on the Agenda or alternative proposals will decrease from 5% of ISC to the 3% of the ISC.
  • To be present at the AGM or EGM companies will be able to cap assistance only to those shareholders that have 1000 shares.
  • Bundle proposals will be forbidden for critical issues (no description of what critical issues mean)
  • The Bill proposes a lower maximum period in which the shareholders of listed companies may request information (from 7-5 days before the meeting). It also considers appropriate responses to shareholder questions and answers to be included in the website.
  • Challenge of Shareholder agreements: it limits the scope in general of the grounds and mechanisms that shareholders may use to challenge shareholders agreements. However it proposed to extend the deadline of 3 months in listed to challenge an agreement. Violation of board´s chart and shareholders ‘meeting regulations are included as grounds of dispute.
  • Article 597 will be amended to allow Minority Shareholders’ associations to participate in shareholders forum. They will have to be register in a special register at the CNMV: accounting and reporting obligations as well as maintaining a register of representations will be mandatory.
  • Shareholders ID: Proposed new wording of art. LSC 497 (right of the issuer to obtain the information of shareholders, including addresses and contact information) to include associations of shareholders and shareholders that holds more than 3%. Will have access to the register and/or x-25 (Iberclear data of shareholder) for AGM/EGM purposes. The bill also proposed this associations or shareholders to be accountable for damages in case of misuse of the data.
  • Boards of Directors
  • New regulations in terms of diligence, loyalty and accountability
  • Though composition and structure of companies will be a matter of the Code of Commerce and recommendations of the new Code of Corporate Governance there’s a plan of introducing programmatically a regulation that recognizes the relevance standard for listed companies, in terms of gender diversity, experience and knowledge.
  • In terms of functions Proposed a new article in the LSC will include the delegated powers of the board, in order to reserve the corresponding decisions-making process in aspects related to the management and supervision of the company. It is also proposed to include a new specialty in this article apply to listed companies (like making delegated control policy and risk management) matters.
  • Self-assessment: It is proposed to establish the requirement for an annual assessment and proposes an action plan to correct the deficiencies identified.
  • Nomination process: Intends to regulate the procedure for making proposals for appointment and prevent, listed companies designating alternates. Always with a previous report of the remuneration committee. Another key issue is the elimination of the requirement to be a shareholder expecting the vacancy situation to be fulfil calling a shareholders Meeting.
  • Term of Office: It is proposed that the maximum term of each appointment does not exceed 4 years, compared to the current 6.
  • Type of Directors: For independent Directors the Bill will adopt the definition of the Orden ECC/461/2013 as for the rest of Directors will remain as recommendation that will be included in the new Corporate Governance Code.
  • Commission:
    • It is proposed as a legal obligation for listed companies setting up at least an audit committee (it was already mandatory) and a nomination committee and remuneration committee, chaired by independent directors with majority of independent directors.
  • Remuneration
  • The Bill proposes to amend certain articles of the LSC in order to incorporate the following issues: Rules concerning the system and structure of remuneration and the remuneration policy must be approved by the Shareholders Meeting.
  • The Policy must contain at least:
    • The total remuneration to directors in their capacity as such
    • The system of remuneration of executive directors (description of components, overall amount of fixed remuneration and annual variable remuneration in the reference period, the binding parameters of the remaining components and all terms and conditions of their contracts as premiums, compensation, etc.)
    • It should be submitted to shareholders approval at least every three years
  • Annual Report on Remuneration
    • It will still be a consultative vote submitted every year to shareholders vote.
    • The vote of the Shareholders on the remuneration report would remain consultative, but in case of negative feedback, the Board must submit a new proposed compensation policy at the next general meeting of shareholders to be held.

 

7 July 2011

Enactment of the Sustainable Economy Act (LES)

On the 5th of March the Ley de Economía Sostenible (LES) was enacted in Spain.

The scope of the Act is extensive. In this issue the focus will remain on the corporate governance provisions included in the Law

The major changes are the ones listed below:

v  Corporate Governance Annual Report::  The act modifies the provision 61 Bis of the Securities Market Law, establishing that companies shall include in the Annual Report:

1. Ownership structure

2. List of securities negotiated on non- European and non-regulated markets

3. Information associated with provisions that regulate amendments of the By-laws

4. Information related to the governance structure of the company such as: Board’s faculties; relevant agreements subscribed by the company and directors and/or management, particularly when they involve poison-pills and shares that are subjected to any kind of restrictions

v  Provision 61 (bis) of the law makes mandatory the recognition of the different categories of Directors content in the CNMV (Spanish SEC) Unified Code.  Before the LES Act, these categories were only considering recommendations.

The categories of Directors recognized by the CNMV are: Non-executive Directors (Dominicales); Executive Directors and Independent Director.

The LES Act empowers the SEC to modify the definition of Independent Director taking into account among other considerations, the experience and skills of candidates.

v  Remuneration Annual Report: This provisions’ scope covers only Directors, leaving aside the members of the Top Management.

The Report shall include a well explained remuneration policy to be approve for the following year, a summary on how the policy was applied in the previous year and detailed information of the compensation perceived by each one of the Directors.

v  Shareholders Identification: Provision 497 recognizes the right of listed companies to know its shareholders’ base.   This will allow companies to ask register entities at any time and independently from the kind of securities issued, information about its shareholders, including addresses and any contact details.

Project of Law: Partial Reform of Ley de Sociedade de Capital (Corporations Act)

Bill (Project of Law) of February 25 of 2011, aims to amend the Ley de Sociedades de Capital by which the European Directive of 2007/36 is implemented in Spain.

Article: 523

An entity that provides investment services in their capacity as professional financial intermediary, may exercise the voting rights in a listed company on behalf of his client, person or entity, when it attributed its behalf.

In such a case, within seven days prior to the date  of the meeting, the broker must notify the issuer a list showing each client the intentions and the number of shares for which it exercises the right to vote on their behalf

A financial intermediary may vote on behalf of their clients in divergent directions in response to different voting instructions, if he received them.

The intermediary may delegate the vote to a third party appointed by the client, without being able to limit the number of delegations granted except by statutory prohibition.

 

 


 

VIPsight Archives Europe - Spain