Published and draft legislation - Spain

Credit Institution Organization, Supervision and Solvency

Act 10/2014

Title V of the Act includes 11 sections on Corporate Governance and Remuneration Policy. It puts forward specific regulations for credit institutions, which will be completed later with the enactment of the Bill amending the Corporate Enterprises Act.

As well as setting out the obligation for credit institutions to apply the regulations contained in this section, it defines the corporate governance system as the creation in the institution of sound procedures to provide it with clear organizational structures, well-defined lines of accountability, effective procedures for identifying and measuring the risks to which the institution is exposed, suitable internal control mechanisms, and remuneration policies and practices that are consistent with appropriate risk management.

If defines the Board of Directors as the body responsible for developing its own Corporate Governance system, guaranteeing honest, prudent management, through appropriate allocation of functions within the organization, and prevention of conflicts of interest. It also sets forth the functions regarding the Governance system that may not be delegated by the Board. It incorporates the Good Governance principle of separating the Chairman of the Board of Directors and the Chief Executive Officer (CEO), unless otherwise authorized by the Bank of Spain.

Unlike the Bill amending the Corporate Enterprises Act for credit institutions, this law requires two separate committees: one for Appointments and one for Remuneration. It regulates in detail the policy and the principles underpinning remuneration policy, highlighting the mandatory requirement that no incentives should be offered to encourage risks that exceed the level tolerated by the institution.

Unlike the Bill amending the Corporate Enterprises Act, this law establishes that the Bank of Spain may require credit institutions to set up a Risk Committee, in accordance with their scale and complexity. The Committee should be made up of non-executive Board members, a third of whom and the Chairman should be independent.