Spanish Securities Commission publishes 2024 governance and remuneration review showing 88.2% Good Governance Code compliance and EUR 425,000 average director pay

The Spanish Securities Commission (CNMV) published its aggregated annual reports on listed companies’ 2024 corporate governance disclosures and directors’ remuneration disclosures, showing broadly stable adherence to the Good Governance Code alongside rising female board representation and higher average board pay. Good Governance Code follow-up reached 88.2% of recommendations (94.4% including partial compliance), with 53% of companies following at least 90% of the recommendations and six reporting full compliance. The least followed recommendations continued to be those on having separate nominations and remuneration committees for large-cap companies (recommendation 48) and linking variable director remuneration to the delivery of shares (recommendation 61). Average board size remained 10 members; 46.6% of chairs had executive functions (down from 49.6%), and women represented 36.3% of board members (41.3% in the IBEX 35), with 14.0% of board chairs held by women. Free float fell to 40%, including 31 companies below 25% and five below 5%. On pay, average board remuneration rose 5.3% to EUR 4.3 million, and average remuneration per director increased 5.2% to EUR 425,000, with executive directors averaging EUR 1.9 million and non-executives EUR 175,000. The CNMV flagged the need for clearer explanations of how non-financial parameters tied to variable pay are assessed and of significant year-on-year changes; it also reported updated gender pay gap metrics and director-to-employee pay comparisons, with executive director pay (excluding extraordinary items) at 32.9 times average employee remuneration (55 times in the IBEX 35 and 18 times outside it).