During the last few years the European countries have adopted legislative measures in order to try to instil confidence in the markets, driving forward with reports on codes for good management that encourage transparency, equality for the rights of shareholders and the solving of conflicts of interest, be it by means of self-regulation or, where appropriate, by the reforming of the legislation in force.
In this way, a Special Commission was formally set up in Spain on 30th June 1997 in order to study a Code of Ethics for quoted companies, "The Olivencia Commission", and on 19th July 2002 the Special Commission was created for the Encouragement of Transparency and Security of the Stock Market and the Quoted Companies, this was known as the "Aldama Commission".
In the area of the changes to the regulations, the Law 44/2002 dated 22nd November was published for Reform Measures of the Financial System. This regulates, amongst others, the audit committees for the issuing companies of stocks whose shares and securities are accepted for trading on the stock market and it established the scheme for the communication of relevant information to the market.
In the same way, based on the report of the "Aldama Commission", the Law 26/2003, dated 17th July was passed, which modified the Law 24/1988, dated 28th July for the Stock Market, and the revised text of the Public Companies Law, reinforcing the transparency of quoted public companies.
Consequently, by means of the last Law, there is regulatory support for the recommendations that make reference to:
- The duties of information and transparency
- The definition and scheme for the duties of the Directors
- The obligation of listed companies to equip themselves with corporate governance mechanisms.
The regulation is completed by Ministerial Decree 3722/2003, establishing the minimum content and structure of the corporate governance report, which is mandatory for groups which are subject to obligations relating to transparency in the transmission of information about governance practices to the market, investors and shareholders. Furthermore, it authorises the Spanish Securities Exchange Commission (CNMV) to develop these regulations.
Finally, in Circular 1/2004, the CNMV sets out the content and structure of the annual corporate governance report for listed corporations and other entities which issue shares which are traded on official secondary markets, setting out a model for this purpose. This circular also gives specific details on the various aspects concerning the minimum information to be included on the websites of listed corporations, as well as the technical and legal specifications concerning the dissemination of information.
In accordance with these regulations, ENDESA, S.A., in order to comply with the recommendations of the aforementioned commissions, the obligations to which corporations are subject in the area of corporate information and its distribution, to fulfil the right to information of shareholders, to disseminate the relevant information, and to make information on the company's corporate governance available to investors and the public in general, makes available this section, facilitating access to the management regulations, rules and procedures of the company in a simple and ordered manner, and the link "Investors" produced in accordance with the specifications contained in circular 1/2004 from the CNMV.
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