The securities and exchange commission reinforces the obligation of listed companies to investigate the crimes of its directors

Daniel CaballeroSEGUIRMadrid Updated: Save Send news by mail electrónicoTu name *

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The National Commission of the Market of Values (CNMV) has given the green light to its new Code of Good Governance with several new features. Mainly, three: more women on boards of directors, a fence closer to the corruption/fraud and improvements in the system of voting and attendance at shareholder meetings.

Although Sebastian Albella , the president of the institution, has moved on a few weeks ago, the requirement of counselors was going to take time, in this code already is captured. Before the end of 2022, at least 40% of the members of the board of directors will be women. And here to that date, at least 30%.

In terms of corruption and fraud of the directors of listed companies, the CNMV includes a substantial modification of the obligations of companies in case of detecting criminal activities. “That the companies set up rules obliging directors to inform and, if appropriate, to resign when situations arise that may affect them, associated or not with his performance in the own society, which may damage the credit and reputation of this and, in particular, that oblige them to report to the board of directors of any criminal case in which they appear as investigated, as well as of their procedural outcome. And that, having been informed or having known the advice of another one of the situations referred to in the previous paragraph, examine the case as soon as possible and, having regard to the specific circumstances, decide, upon the prior report of the appointments and remuneration committee, whether or not to adopt any measure, such as the opening of an internal investigation, request the resignation of the director or to propose his / her dismissal”, issued recommendation 22.

The novelty in this last aspect refers to listed companies will no longer be able to expect that a judicial proceeding is at an advanced stage to initiate the investigation or take action. Prior to this amendment, the recommendation was to wait until a director should be processed or single opening of oral proceedings against him. With this variation, what is required is that you investigate and take decisions on termination/resignation from the start of the causes .

Also, the situation derived by the Covid-19 , new needs have arisen in the form of communication and celebration of shareholder meetings. The second part of recommendation 7 is as follows: “That the society has mechanisms that allow for the delegation and exercise of the vote by telematic means, and even, in the case of companies of large cap and in the measure in which it is provided, the attendance and active participation in the General Meeting”.