The CNMV proposes separating the chairman and CEO roles across the entire Ibex 35, and that at least half of the directors be independent. The transition plan must be approved by June 30, 2028.
The National Securities Market Commission (CNMV) has opened a public consultation on a draft of a new governance code that recommends separating the roles of chairman and CEO across the entire Ibex 35. According to merca2.es, this measure would directly affect Acciona, Aena, Mapfre, and Naturgy, the four listed companies in the index where both positions are currently held by the same person.
The document updates the existing code, which has not been revised since 2020, and will be renamed Code of Governance for Listed Companies. The deadline for submitting comments is December 15. The draft reduces the recommendations from 64 to 52 and shortens the text from 52 to 23 pages.
This is not a mandatory regulation but a recommendation under the principle of comply or explain. Each company may maintain its model if it justifies the reason in its annual corporate governance report. The real pressure will come from the votes of institutional investors at the meetings.
The four companies must approve a transition plan by June 30, 2028 and will have an additional two years to implement it effectively. Currently, José Manuel Entrecanales holds both the chairman and CEO roles at Acciona, Maurici Lucena does so at Aena, Antonio Huertas at Mapfre, and Francisco Reynés at Naturgy.
The draft also affects executive chairmanships. If the chairman assumes executive functions, the company must explain the reasons in its annual report. This is the case for Ana Botín at Santander, Carlos Torres at BBVA, Ignacio Sánchez Galán at Iberdrola, Marc Murtra at Telefónica, and Florentino Pérez at ACS. This obligation to justify applies to just under half of the Ibex.
When the chairman is not independent, the draft requires the appointment of a coordinating director. This role would chair the board in the absence of the chairman and vice-chairmen, channel concerns from non-executive directors, maintain contact with investors and shareholders, and coordinate the chairman's succession plan.
Regarding composition, independents must make up at least half of the members in Ibex companies. In companies outside the index with a shareholder or group coordinating more than 30% of the capital, the threshold drops to one-third.
The CNMV also tightens the requirements to be considered independent. Those who receive more than 35% of their total annual income from the company or have done so in the previous three years, those who have held the position for nine consecutive years, or those who own more than 1% of the capital cannot be independent. Additionally, those who have worked in a group company cannot be independent unless more than five years have passed.
The final draft does not set a limit on the remuneration of independent directors, although the working group had proposed a cap of 10% of net assets or 25% of annual income. It only requires that the remuneration does not compromise their judgement. Variable compensation is reserved for executives, and non-executives will only receive shares if they hold them until their departure.
The text adds requirements regarding artificial intelligence and cybersecurity and clarifies that AI cannot replace board decisions. It also incorporates European recommendations on sustainability and reorganises the gender chapter following the 2024 Parity Law.
For investors, the impact will come through the timeline. A transition plan with a deadline of June 2028 does not alter the balances of this fiscal year but will set the agenda for meetings and succession plans of the affected companies.
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