The Royal Decree-Law 2/2012 of 3 February 2012 on the consolidation of the financial sector has specified the applicable remuneration arrangements for entities receiving public financial support from the Fund for the purposes of Article 5 of the Financial Regulation. Orderly Restructuring of Bank for its reorganisation or restructuring, establishing a series of limitations on the fixed and variable remuneration that administrators and managers may receive as long as the financial institution has with this public financial support. In accordance with Article 86.2 of the Spanish Constitution, the Congress of Deputies, at its meeting on 16 February 2012, agreed to its validation.

The actual decree-law enables the Minister of Economy and Competitiveness, in the same Article 5, to develop and implement the limits on remuneration; this will be done by defining the minimum content that the institutions that request financial support from the Banking Ordered Restructuring Fund shall incorporate into the contracts they regulate their relationship with their directors and directors.

These limits will also apply, in accordance with the provisions of the Royal Decree-Law, to the directors and managers of credit institutions, which are mainly involved in the Ordered Restructuring Fund. Bank or have already received financial support from it.

The ministerial order sets out the limits of the remuneration of directors and directors of credit institutions by distinguishing whether the entities are mainly involved in the Orderly Restructuring Fund. Bank or if they have received financial support from the Fund, which will affect the limits applicable to fixed remuneration and variable remuneration.

The order specifies what is to be understood by entities primarily involved in the Banking Ordered Restructuring Fund, where the Fund directly holds the majority stake.

Instead, it is understood by entities that have received public financial support those that are directly or indirectly participated in by the former as long as they are part of the same group in the terms provided for in the Article 42 of the Trade Code. Similarly, the entities that have given rise to this majority participation have been included within the latter group, in order to avoid the remaining margins of those responsible for entities that cause the need for the support, but which, by the designed schemas, they do not receive them directly.

Finally, it will also be considered entities that have received public financial support those that, without being mainly participated by the Fund of Ordered Restructuring Banking, have received any form of support The Bank of the European Union, which is set up under the Royal Decree-Law 9/2009 of 26 June 2009 on bank restructuring and the strengthening of the own resources of credit institutions, as well as entities dependent on them in the terms provided for in the Article 42 of the Trade Code.

For the purposes of calculating the limits, account shall be taken of the perceived remuneration of the various entities belonging to the group in which the entity is integrated or supported by the Restructuring Fund. Banking order, as well as the perceived entities in which the directors and directors exercise any charge on behalf of or on behalf of the entity involved or supported by the Fund.

In addition, in line with the provisions of Royal Decree-Law 3/2012 of 10 February, of urgent measures for the reform of the labour market, it is prohibited that the contract or agreements of the directors and directors included in the contract the scope of this order, contains provisions for termination of contract in excess of those provided for in that royal decree-law, making a definition of what is to be understood, for the purposes of the ministerial order, by compensation.

The ministerial order also includes a special regime for the case of the integration of entities, of course in which a list of directors and administrators must be presented to the Banco de España, specifying those that will be affected by restrictions established in this order and those that do not. In addition, the Minister for Economic Affairs and Competitiveness is expected to modulate or exempt from the application of the provisions of the order, in certain circumstances, to those directors and administrators who proceed with the entity that would have been motivated the support of the Banking Ordered Restructuring Fund.

Finally, in the event that the financial support of the Fund for Banking Restructuring is produced in the course of a competitive procedure of disinvestment, the Minister of Economy and Competitiveness, on a proposal The reasons for the Bank of Spain's reasons may also be modular or exempt from compliance with the above limits.

In its virtue, according to the State Council, I have:

Article 1. Object.

This ministerial order aims to develop the remuneration regime, specifying the limits to the maximum remuneration and compensation to be paid by the managers and administrators of the credit institutions. they are mainly involved in the Bank Ordered Restructuring Fund, have received support from the Fund, or will be required to do so, for reorganisation or restructuring, in accordance with the provisions of Article 5 of the Royal Decree-Law 2/2012, of 3 February, of consolidation of the financial sector.

Article 2. Scope.

1. This order shall apply to the administrators of the credit institutions, as well as to those directors who have a special employment relationship with the institution of the senior management staff in the terms of Article 1 of the Royal Treaty. Decree 1382/1985 of 1 August, governing the special employment relationship of senior staff.

The order will be applied. to those credit institutions which, with the aim of proceeding to their reorganisation or restructuring:

(a) are mainly involved in the Banking Ordered Restructuring Fund,

(b) have received support from the Bank Ordered Restructuring Fund, without being largely involved in the Fund; or,

c) request support from the Bank Ordered Restructuring Fund,

2. For the purposes of this order, the majority of entities involved in the Banking Ordered Restructuring Fund shall be those in which the Fund directly holds the majority stake, and by entities that have received them. public financial support directly or indirectly supported by the participants provided they are part of the same group in the terms provided for in Article 42 of the Trade Code, as well as the entities that have given rise to the same group majority participation.

Also considered to be entities that have received public financial support those that, without being mainly participated by the Fund of Ordered Restructuring Banking, have received any form of financial support In the case of a bank restructuring and a strengthening of the own resources of the credit institutions, as well as the entities under the terms provided for in Article 42 of the Treaty, it is envisaged in Royal Decree-Law 9/2009 of 26 June 2009 on bank restructuring and strengthening of the own resources of credit institutions. Trade Code.

3. This order shall also apply, in the appropriate part, to the remuneration of the directors and administrators of the entities referred to in paragraph 1, the relationship of which with the institution is not covered by any written contract.

4. Institutions applying for financial support from the Bank Ordered Restructuring Fund for reorganisation or restructuring, as a necessary requirement to enjoy it, shall incorporate into the contracts or remuneration arrangements that regulate their relationship with their managers and administrators, the content and rules provided for in this order.

5. The limitations set out in this order will apply from the financial year 2012 and will be lifted after the consolidation of the Bank of Spain, after a report from the Fund for Ordered Restructuring, to be considered. which has ceased the majority holding or the financial support of the said Fund on the institution, and after payment, redemption, redemption or disposal of the securities entered into by the Fund, or where it is otherwise understood to be reintegrated into the Fund the financial support provided.

Article 3. Limits to the maximum remuneration in entities mainly participated by the Banking Ordered Restructuring Fund.

1. Non-executive members of the collective management bodies of entities participating in the majority of the Bank Ordered Restructuring Fund shall not be entitled to a gross annual gross remuneration higher than that indicated in the Article 5.3.a) 1. of Royal Decree-Law 2/2012, of 3 February, for all concepts.

2. The Executive Presidents, Delegated Directors or similar charges, as well as the Directors of the entities mainly involved in the Banking Ordered Restructuring Fund, will not be able to receive annual gross fixed remuneration, for all the concepts, higher than that indicated in Article 5.3.a) 3. of Royal Decree-Law 2/2012 of 3 February.

3. The persons referred to in the preceding paragraphs shall not receive any variable remuneration as long as the Bank Ordered Restructuring Fund holds a majority share.

Article 4. Limits to maximum remuneration in institutions receiving financial support from the Banking Ordered Restructuring Fund.

1. The annual gross fixed remuneration, for all the concepts, of the non-executive members of the collective management bodies of the institutions which, without being largely involved in the Bank Ordered Restructuring Fund, receive financial support from the same, shall not be higher than that referred to in Article 5.3.a) 2. of Royal Decree-Law 2/2012 of 3 February,

2. The Executive Presidents, Delegated and Delegated Directors of the entities which, without majority participation by the Bank Ordered Restructuring Fund, receive financial support from the Fund, may not receive a fixed fee. annual gross, by all concepts, higher than that indicated in Article 5.3.a) 4. of the Royal Decree-Law 2/2012 of 3 February,

3. The annual variable remuneration of the directors and administrators provided for in this Article shall not exceed 60% of the annual gross fixed remuneration. The beginning of their perception will differ three years from their accrual, in any case conditional on obtaining the results that, in relation to the fulfillment of the plan developed for obtaining the financial support, justify their perception. The variable remuneration may be up to 100% of the annual gross fixed remuneration, subject to approval by the Bank of Spain, in the case of managers subsequently employed or at the same time as the receipt of financial support from the Fund. Banking Orderly Restructuring.

4. In any event, it is for the Banco de España to expressly authorize the amount, accrual and credit of any variable remuneration to the directors and directors in the terms set out in the previous paragraph, in Article 76 septies of the Royal Decree 216/2008 of 15 February of own resources of the financial institutions and in the hundredth fifth of Circular 3/2008 of 22 May of the Banco de España to credit institutions on the determination and control of own resources minima.

Article 5. Rules for calculating limits.

1. For the purposes of calculating the limits provided for in the preceding Articles, account shall be taken of all the remuneration received from the various entities belonging to the group in which the majority-participating entity is integrated. supported by the Fund for Banking Restructuring in the terms provided for in Article 42 of the Trade Code. Similarly, it shall be understood that the remuneration, allowances, allowances or equivalent amounts paid by the directors and administrators of institutions in which they exercise any charge on behalf of or on behalf of the the entity involved or supported by the Banking Ordered Restructuring Fund.

For the purposes of the application of the limits provided for in the order, where any manager or administrator simultaneously develops different functions in different entities of the group, the limit corresponding to the position in the credit institution directly exercising the financial business shall apply to the total sum of the remuneration that the manager or manager receives.

2. For the purposes set out in this order, contributions to pension schemes or to any other social security instrument arising from a collective agreement or agreement shall be considered as fixed remuneration.

3. For the purposes set out in this order, the discretionary pension benefits, in the terms described in Article 76d of Royal Decree 216/2008 of 15 February, shall be considered as variable remuneration.

4. In addition, remuneration, whether fixed or variable, shall be considered to be any kind of remuneration in kind, for its assessment.

Article 6. Compensation.

The contract or agreements of the directors and administrators included in the scope of this order shall not contain provisions for termination of contract in excess of those provided for in the provision In addition, the Commission has taken the view that the Commission is not in a position to take the necessary steps to ensure that the measures are taken into effect. They shall also ensure that the payment of such compensation shall be in accordance with the provisions of Article 76 (1) (h) (1) of Royal Decree 216/2008 of 15 February, including clauses which condition and, where appropriate, extingthe right to the collection of allowances according to the solvency and the results of the institution.

For the purposes set forth in this order, the term contract termination allowance includes any amount of indemnification nature that the manager or administrator may receive as a result of termination of the contract. their contract, whatever their cause, origin or purpose, so that the sum of all the amounts that may be collected shall not exceed the limits laid down in Royal Decree-Law 3/2012 of 10 February.

Article 7. Rules applicable to entity integration processes.

1. In the case of the integration of entities provided for in Article 5.6 of Royal Decree-Law 2/2012 of 6 February, managers and administrators who do not form part of the entity primarily involved or supported by the Restructuring Fund An ordered bank or that would have given rise to such participation or support, shall not be affected by the limitations contained in this order even if they are to carry out their duties in the participating or supported entity after the integration.

2. For the purposes of the above paragraph, a list of directors and administrators must be submitted to the Banco de España, specifying those who will be affected by the restrictions established in this order and those who do not, and also those to which the provision of the following paragraph 3 is intended. This list shall be submitted simultaneously to the other documents which, in accordance with the applicable rules, must be submitted to the Minister for Economic Affairs and Competitiveness with the aim of obtaining the authorization of the integration.

3. With regard to the directors and administrators who came from the institution that had specified the financial support or which originated from it, the Minister of Economy and Competitiveness, on a reasoned proposal from the Banco de España, in the light of the plan of remuneration presented in the context of the integration process as set out in Article 2 of Royal Decree-Law No 2/2012 of 6 February 2012 and the economic and financial situation of the entities participating in it, and in particular on the basis of The objective of achieving more efficient management may be to amend the criteria and limits set out in the present -Ministerial and Royal Decree-Law 2/2012 of 3 February, according to the provisions of the 5.6 of the aforementioned royal decree-law. For such purposes, the institution concerned shall determine the directors and administrators to whom the above provisions apply, and the remuneration to be proposed, and must adequately justify the need to amend the criteria and limits set out in this ministerial order and in Royal Decree-Law 2/2012 of 3 February, in the proposed manner, in the light of the market situation. In any event, the variable remuneration proposed for managers and managers may not exceed 100% of the fixed fee.

Article 8. Rules applicable to disinvestment processes.

When financial support from the Banking Ordered Restructuring Fund occurs in the course of a competitive divestment procedure through any of the measures provided for in Article 7.3.a) of the Royal Decree-Law 9/2009 of 26 June on bank restructuring and strengthening of the own resources of credit institutions, and provided that such support is included within the scope of Article 5.3 of the Royal Decree-Law 2/2012 of 3 February 2012, Minister for Economic Affairs and Competitiveness, on the basis of a reasoned proposal from the Bank of Spain the economic and financial situation of the institution and, in particular, in order to achieve a more efficient management, it may modulate or exempt from compliance with the limits laid down in this order to managers and administrators who are perform their duties on the entity awarded.

Final disposition first. Competence title.

This ministerial order is dictated by the provisions of Article 149.1.6., 11. and 13. of the Spanish Constitution.

Final disposition second. Powers of development.

The Bank of Spain is enabled to dictate the precise rules for the development and execution of this order.

Final disposition third. Entry into force.

This order shall enter into force on the day following that of its publication in the "Official State Gazette".

Madrid, 3 August 2012.-The Minister of Economy and Competitiveness, Luis de Guindos Jurado.