Spanish Securities Commission publishes non-binding Q&A on applying gender balance requirements for boards and senior management

The Spanish Securities Commission (CNMV) has published a questions-and-answers document setting out its interpretative criteria on the balanced representation of women and men on boards of directors and in senior management under Article 529 bis of the Capital Companies Act, aimed at listed companies and other in-scope public interest entities. The Q&A is intended to support consistent application of the obligations under the regime and reflect the CNMV’s new responsibilities in this area. The document contains 10 Q&As covering, among other points, how to assess board composition and when the 40% target for the less represented sex is considered met, what information should be made public on balanced representation, how the regime enters into force on a staggered basis for different affected entities, and the supervisory and broader promotion, analysis, monitoring and support roles assigned to the competent bodies. The CNMV also notes that Organic Law 2/2024 transposed the EU directive on improving gender balance among listed companies, amended the Capital Companies Act and introduced a sanctions framework for breaches of certain Article 529 bis obligations, while designating both the Institute of Women and the CNMV as competent bodies. The CNMV emphasises that the Q&A is not legally binding and will be updated as further queries are received.