Paradigm Shift in Corporate Governance
On the 19th of July, CMVM Regulation no. 4/2013 on the corporate governance of the issuers of shares admitted to trading in Portugal (“Issuers”), and a new version of the CMVM Corporate Governance Code amending the code in effect since 2010 (“2013 Corporate Governance Code”), were published.
Although the aforementioned CMVM Regulation no. 4/2013 enters into effect on the 1st of January, 2014, it should be clarified that the corporate governance report filed by the Issuers in regard to 2013 must obey this new framework.
Thus, the Issuers will have until the end of this year to conform their practices to the changes resulting from this framework and, in particular, the new paradigm built by Regulation no. 4/2013, as follows:
WHAT CORPORATE GOVERNANCE CODE SHOULD BE ADOPTED?
Despite continuing to provide a set of recommendations in the corporate governance area, the CMVM now allows Issuers to adopt other corporate governance codes provided by entities dedicated to such purposes, as an alternative to the 2013 Corporate Governance Code.
However – and although the choice of corporate governance code can be made at the discretion of the Board of Directors of the Issuer –, CMVM Regulation no. 4/2013 requires that the choice of other corporate governance code is fully justified in the corporate governance report.
As such, the Issuers are notably given the alternative of either adopting the code published by CMVM or the corporate governance code issued this year by the published by the Portuguese Institute of Corporate Governance (“IPCG”).
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