Spanish annual accounts. New content “Declaration of Beneficial Ownership”.
With the approval of the new models for the presentation of the 2017 annual accounts comes the addition of the “Declaration of Beneficial Ownership”.
This year, the publication of the model comes with an important addition: the requirement of a new document called the “Declaration of the identification of the beneficial owner”.
This document has already been required for many other procedures since regulations to counteract money laundering and the financing of terrorism were enacted (primarily in force thanks to Law 10/2010, of 28 April), so many companies will find nothing strange about this document or its contents.
Generally speaking, the beneficial owner of a company is the physical person(s) who hold more than 25% of the share capital or voting rights in a company or who exercise effective control over the management of said company through other means.
The declaration of beneficial ownership document is considered an off-balance sheet report, and logically does not form part of the Annual Accounts, but is merely required to be filed with them, as occurs with the filing application and other documents.
Only listed companies are exempt from filing this off-the-books document, and consequently all unlisted companies must now present it along with their Annual Accounts for 2017.
General managers - Members of the Board. Compensations received in Spain
Spanish Supreme Court. Judgement 98/2018, of 26 February on managing directors compensation
The Supreme Court has settled the debate on the type of activity performed by company directors that can generate the corresponding compensation.
There was previously considered to be a dichotomy between the types of compensation:
that directors could receive “as such”, contemplating the case of merely attending and taking decisions at Board of Directors meetings, and
that they received for commercial, administrative/financial and other similar activities. The latter type of compensation in some cases exceeded statutory limits and diminished the control of the general shareholders’ meeting, because it was decided exclusively by the Board of Directors.
This Judgement does away with this dichotomy and makes it clear that compensation received by the directors must have a unequivocal basis, except for cases of true ordinary work relations or services of a professional nature that do not correspond to the typical activities of a director.
Spain. Protection of trade secrets
Approved a report on the draft bill on trade secrets
On 21 March, the GCJ approved a report on a draft bill aimed at incorporating into Spanish law a European directive on the protection of technical knowledge and undisclosed business information in order to prevent its illicit procurement, use or disclosure.
While it will still take some time for them to set everything out in an internal law, it seems that the objective is to simply transpose the European regulation, although they will take advantage of the time needed to process this new regulation to analyse whether there are any concepts that must be qualified to be included in our legislation.
We will keep an eye on the progress made towards processing this new regulation which would reinforce the protection of trade secrets that already have mechanisms of protection through EU Law and other regulations already in force.