Published and draft legislation - Spain

Content of websites for publicly traded companies

Draft CNMV Circular on reporting and disclosure of relevant events.

In March 2015 the CNMV published its draft circular on instruments of reporting and disclosure of relevant events for public consultation. This deals with the technical and legal specifications of the information and the information that listed companies and savings banks issuing securities listed for trading on official markets must disclose on their corporate websites.

The draft is intended to amend existing requirements on minimum content in line with the new obligations imposed under Order ECC/461/2013, 20th March, and Law 31/2014, 3rd December, amending the Corporate Enterprises Act, in order to improve corporate governance, and also unify the standards in one single set of regulations so that the entities subject to them would have one single point of reference for compliance.

The document comprises seven standards and two appendices. The first three standards are introductory. Apart from stating the purpose of the circular and its scope of application, it highlights information transparency as its guiding principle. Thus, all information to be posted to the corporate websites must be clear, complete, correct and true. The rest of the standards are included in a single chapter, which defines the minimum content that must be included:

  • Technical and legal specifications: the website with its own domain name, registered on the internet, must be written in Spanish. It must have clear, meaningful titles and be expressed in language suitable for the average investor, avoiding the use of technical jargon and acronyms insofar as possible. The site must be set up for easy browsing, with suitably structured content, arranged for drill-down search, downloadable and printable. It must be easily and quickly accessible for direct use, free of charge.
  • Online connections to public registries: it should be possible to offer information through links to the CNMV’s website, to the Companies Registry or other public registries, so that shareholders and investors can compare information and access supplementary or more recent data.
  • Responsibility for websites content: the administrators (listed companies) or the director general (savings banks) will be responsible for keeping the information up to date and coordinating it.
  • Content of websites of foreign companies listed on Spanish markets: these companies must bring their websites into line with the provisions of the circular, while also taking into account the specific regulation of the country of origin.

Appendices I and II specify the information that must be included in the websites of listed companies and savings banks, respectively.

  • Information content. There are three main categories of information:
    • General information on the institution: sources of communication, shares and share capital, dividends, issues, public offerings, relevant event filings, bylaws, remuneration, equity units, etc.
    • Financial and business information: periodic public reporting, audit reports, annual audited accounts, management report, annual report with notes to the accounts, rating, etc.
    • Corporate governance information: General Meeting regulations and regulations of the other governing bodies, shareholders’ right to information, call to meeting and agenda of the General Meeting, requests for information, call for proxy, board of directors, annual report on corporate governance, directors’ remuneration, board committees, internal code of conduct, online shareholders forum, etc.
  • Disclosure deadlines: the time institutions have to incorporate or update the mandatory information on their websites;
  • Permanence and maintenance: how long the information must remain available on the website.

The institutions subject to this circular may voluntarily include any other information that may not have been covered in the circular. They must adapt the content of their websites with effect as of 1st January 2016.