The Spanish Securities Commission (CNMV) has launched a consultation on updating the corporate governance code for listed companies, combining stronger board independence with fewer, shorter principles and recommendations. For IBEX 35 companies, the draft recommends separating the roles of board chair and chief executive to improve the balance of power. The consultation takes forward the review included in the CNMV's 2026 activity plan and updates a code last partially revised in June 2020. The draft recommends that nomination and remuneration committees assess additional circumstances that could compromise directors' independence, going beyond those established in company law. It also strengthens protections for independent directors facing dismissal at shareholder meetings without adequate prior notice. Sustainability would become a theme throughout the code, alongside new recommendations on digitalization, cybersecurity and artificial intelligence. To simplify the framework, the proposal shortens overly detailed provisions and removes recommendations followed by almost all listed companies where the practices are not covered by other European codes and are expected to continue without a recommendation.
Spanish Securities Commission launches governance code consultation proposing separate chair and CEO roles at IBEX 35 companies
The Spanish Securities Commission (CNMV) is consulting on a revised governance code that recommends separate chair and chief executive roles at IBEX 35 companies and stronger safeguards for independent directors. The proposal also incorporates sustainability and technology issues while reducing the number and length of recommendations. It advances the code review included in the CNMV's 2026 activity plan.