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Resolution Of November 5, 2008, Of The Council Of The National Commission Of The Market Of Stock, Amending The Regulation Regime Inside Of The National Commission Of The Market Of Stock.

Original Language Title: Resolución de 5 de noviembre de 2008, del Consejo de la Comisión Nacional del Mercado de Valores, por la que se modifica el Reglamento de Régimen Interior de la Comisión Nacional del Mercado de Valores.

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Article 14 (10) of Law 24/1988, of 28 July, of the Securities Market, provides that: " 10. The Council of the National Securities Market Commission will approve the Rules of Procedure of the Internal Regime in which the organic structure of the Commission will be established; the distribution of powers between the various bodies; internal procedures (a) the specific arrangements applicable to staff when they cease to provide services in this case, without prejudice to the provisions of the second subparagraph of paragraph 7 of this Article and Article 21 of this Law as regards the incompatibilities, the procedures for the entry of staff, in accordance with the principles set out in paragraph 7 of this Article, as well as any questions relating to the functioning and the performance of the National Securities Market Commission are necessary in accordance with the provisions of this Law. " In use of this rating, the Council of the CNMV, at its meeting of 10 July 2003, approved the Rules of Procedure of this body.

The experience gained since the entry into force of this provision advises to amend the Rules of Procedure in a broader manner, but taking into account at all times the provisions of Article 13 of the LMV, that the CNMV be entrusted with the transparency of the securities markets, the correct formation of prices in the securities markets and the protection of investors, promoting the dissemination of all information necessary for the achievement of the same.

The changes serve the fulfillment of these goals, with special relevance to those that aim to achieve an improvement in the activity of the organization. The proposed changes respond to the following objectives:

1. To correct some aspects of the regulation of the functioning of the decision-making bodies. (Chapter III, Articles 6, 9, 10, 12, and Chapter IV, Articles 17, 22, 23, 24 and 26).

2. To simplify the management structure, it clearly reflected the typology and functions of the management bodies of the CNMV. (Chapter V, Articles 27 to 34 and Chapter VI, Article 41). This is reflected explicitly in the structure of the CNMV, both the Department of the Deputy Presidency, and the Internal Control Department directly attached to its Council, both of which are currently in existence, according to the provisions of the in Articles 25.4 and 41 of the amending Regulation. Therefore the present amendment does not imply an extension of the current structure, nor increase of expenditure. In the case of the Department of Internal Control, its regulation is established and its functions are maintained, which are those laid down in Law 44/202 of 22 November, of Measures of Reform of the Financial System. The situation of management staff is also regulated, following its termination (Single additional provision).

3. Review the regulation of personnel selection processes, in order to adapt it to the principles laid down in Law 7/2007 of 12 April of the Basic Staff Regulations (Chapter VII, Articles 44 to 48).

4. Complete references and other technical aspects (Chapter I, Articles 1 and 2, Chapter II, Article 4, Chapter III, Articles 7 and 11, Chapter VI, Articles 35, 36, 39 and 40, Chapter VII, Articles 42, 43, 51, 53, 54, 55, 56 and 58).

Finally, this modification updates all references to non-existing rules or non-existent State General Administration bodies.

In its virtue, according to the State Council, the Council of the National Securities Market Commission at its meeting of 5 November 2008 approves the amendment of the CNMV's Rules of Procedure.

Single Article. Amendment of the Internal Regime Regulation of the National Securities Market Commission, approved by the Council Resolution of the National Securities Market Commission of July 10, 2003.

The Internal Regime Regulation of the National Securities Market Commission, approved by the Council Resolution of the National Securities Market Commission of 10 June 2003, is amended as follows:

One. Article 1 (2) and (3) are worded as follows:

" 2. The CNMV shall act with full independence in the performance of its duties. The Government and the Ministry of Economy and Finance will exercise in respect of the CNMV the powers conferred on them by Law 24/1988 of 28 July, with strict respect for their autonomy.

3. The provisions and resolutions adopted by the Commission in the exercise of powers conferred on it by Law 24/1988 of 28 July 1988 will put an end to the administrative procedure and will be used in administrative and administrative proceedings. Except for this rule:

(a) Resolutions that dictate on sanctioning matters, the regime of which will be provided for in Article 97 of Law 24/1988, of July 28.

(b) the decisions which he has made in the field of intervention and replacement of administrators, the scheme of which shall be as provided for in Article 107 of that Law. "

Two. Article 2 (1), (2), (3) and (4) are worded as follows:

" 1. The CNMV is governed by Law 24/1988, of July 28, cited above, and by the provisions that complete and develop it.

2. In the exercise of its public functions, and in the absence of the provisions referred to in paragraph 1 of this Article, the Commission shall act in accordance with the provisions of Law No 30/1992 of 26 November 1992 on the Public Administrations and the Common Administrative Procedure, and in accordance with the provisions of the Additional Disposition 10th of Law 6/1997 of 14 April of the Organization and the Functioning of the General Administration of the State.

3. The contracts concluded by the CNMV shall be in accordance with the provisions of Law 30/2007 of 30 October of Public Sector Contracts.

4. The Commission shall also be governed by those provisions which apply to it in accordance with Law 47/2003 of 26 November, General Budget, in the terms of the provisions of its Additional Provision Thirteenth. "

Three. Paragraphs 1, 2 and 4 of Article 4 are worded as follows:

" 1. The CNMV shall perform the following functions:

a) The supervision and inspection of stock markets.

b) The supervision and inspection of the activity of how many natural and legal persons are related in the traffic of those markets.

c) The exercise on such persons of sanctioning power.

(d) The authorisation and verification of subjects and entities involved in the securities market and financial instruments, where the current rules so provide.

e) The other functions attributed to you by the current legal order.

2. The Commission shall advise the Government, the Ministry of Economy and Finance and, where appropriate, the equivalent bodies of the Autonomous Communities in matters relating to the Securities Markets, either at the request of the latter or at the initiative of the Commission. itself. It may also raise to these bodies proposals on measures or provisions relating to such markets.

4. The CNMV shall annually draw up a report on its supervisory function, in accordance with the provisions of the Second Additional Disposition of Law 44/2002 of 22 November of Measures of Reform of the Financial System. This memory, which shall be forwarded to the General Courts and the Government of the Nation, shall include a report of the internal control body referred to in Article 41. "

Four. Article 6 (2) and (3) are worded as follows:

" 2. For the purposes of such functions, the Council shall have, inter alia, the following powers:

(a) Approve the Circulars referred to in Article 15 of Law 24/1988, of July 28.

b) Approve the CNMV's Rules of Procedure.

c) Approve the Commission's predraft budgets.

d) Constituency of the Executive Committee, governed by Article 18 of the Securities Market Act.

e) Name and cease the Directors-General and Directors of the Department, on a proposal from the President.

f) Approve the annual reports referred to in Article 13 of Law 24/1988 of 28 July and Article 4.3 of this Regulation.

g) Approve annually a Memory on the supervisory function of the CNMV.

(h) Raise the annual accounts of the financial year to the government for approval.

i) Approve or propose all those matters that legally correspond to you.

3. The Council, acting on a proposal from its President, may amend the number, name, functions and scope of the Directorates-General and Departments and determine the management centre to be responsible for the new powers conferred on the Council. CNMV. The Council agreement will be published in the "Official State Gazette". "

Five. Article 7 (1) is worded as follows:

" 1. The Council shall be composed of the following members:

(a) A President and a Vice-President, to be appointed by the Government, on a proposal from the Minister of Economy and Finance, among persons of recognised competence in matters relating to the stock market.

b) The Director General of the Treasury and Financial Policy and the Deputy Governor of the Bank of Spain, who will have the character of National Directors.

(c) Three Directors, appointed by the Minister of Economy and Finance among persons of recognised competence in matters relating to the securities market. "

Six. Paragraphs 1, 2 and 4 of Article 9 are worded as follows:

" 1. The President and the Vice-President shall cease to be charged for the following reasons:

a) Expiration from the term of your command.

b) Renunciation accepted by the Government.

c) Separation agreed upon by the Government for serious non-compliance with its obligations, permanent incapacity for the exercise of its function, incompatibility with or conviction for criminal offence, subject to the instruction of a file by the Ministry of Economy and Finance.

2. The same causes of cessation shall apply to non-natos members, corresponding to accepting the waiver or agreeing to the separation of the Minister of Economy and Finance.

4. Except in the case of paragraph 1 (c) above, within two years of the date referred to in Article 10.2, the Council of the CNMV may request the cooperation of the outgoing President or Vice-President in order to advise on (a) the use of the means available in the CNMV which, under no circumstances, will result in an increase in budget allocations. '

Seven. Article 10 (1) is worded as follows:

" 1. The President, the Vice President and the Directors of the CNMV will be subject to the regime of incompatibilities and control of interests established in Law 5/2006, of April 10, of regulation of conflicts of interest of the members of the Government and the High Charges of the General Administration of the State. "

Eight. Article 11 is worded as follows:

" Article 11. Remuneration scheme.

The members of the Council shall receive the remuneration laid down by the Minister for Economic Affairs and Finance, in accordance with the legally established procedure for the High Charges of Entes and Public Law Entities. "

Nine. Article 12 (3) is worded as follows:

" 3. The President may delegate his powers to other bodies of the CNMV, within the scope of their respective powers, except those which, by their nature, are inselectable. "

Ten. Article 17 (2) is worded as follows:

" 2. The Council shall regularly hold one session each month. "

Once. Article 22 is worded as follows:

" Article 22. Advisory Committee.

1. The Advisory Committee of the CNMV is the advisory body of its Board, and is governed by the provisions of Royal Decree 504/2003 of 3 May and its implementing rules.

2. The CNMV shall make available to the Advisory Committee the means necessary for the proper performance of its activity. "

Twelve. Article 23 (2) is deleted and paragraph 3, which becomes 2, is renumbered.

Thirteen. Article 24 (1) and (2) shall be worded as follows:

" 1. For the valid constitution of the Executive Committee, the first call shall require the presence, at least, of the President and the Secretary or, where appropriate, of those who replace them and at least three of its members.

2. On the second call, the Executive Committee shall be validly constituted with the presence of the President and the Secretary or, where appropriate, of those who replace him and at least two of its members. "

Fourteen. Article 26 (2) is worded as follows:

" 2. The deliberations of the Executive Committee are reserved, and must be kept secret by those who, by reason of their duties, have knowledge of them. "

Fifteen. Article 27 is worded as follows:

" Article 27. Steering organs.

1. The CNMV, under the top leadership of its President, is structured in Directorates-General, at the head of each of which will be a Director General.

2. The Directorates-General are organized in Departments for the distribution of the competencies entrusted to them, the realization of the activities that are their own and the assignment of objectives and responsibilities. Without prejudice to the foregoing, departments may be assigned to the governing bodies of the CNMV. At the head of each Department there will be a Director.

3. The designation and termination of the Directors-General must be published in the "Official State Gazette".

4. As immediate assistance bodies to the President and the Vice-President of the CNMV, they may exist, with the category to be determined by the Council of the CNMV, the corresponding Gérdias. The staff providing services in these Gdones and not belonging to the template of the CNMV shall have the character of any such staff, given the special nature of the functions of trust or advice it carries out. His appointment and cessation will be free. The eesc shall, in any event, take place when the authority to which the function of trust or advice is provided is produced. "

Sixteen. Article 28 is worded as follows:

" Article 28. Functions of the Directors-General.

1. The Directors-General shall have the following privileges:

a) Coordinate and monitor the activities that are attributed to this Interior Regime Regulation.

b) Lead and organize the Departments and services integrated in the Directorate General.

c) Propose to the President, for elevation to the Council or the Executive Committee, matters whose knowledge or resolution corresponds to these collegiate bodies.

(d) Submit to the President and the Vice-President the matters for which they are addressed.

e) Initiate and promote, in the field of their competencies, the procedures for the elaboration and approval of Circulars.

f) Formalize and subscribe to documents, reports, and proposals that correspond to the Directorate General.

g) Make, in the field of their competence, the requirements or requests for reports to be addressed to the entities and individuals subject to the supervisory regime provided for in Chapter I of Title VIII of the Law 24/1988, July 28.

h) Analyze and follow the evolution of your competition's own affairs.

i) Exercise those other functions attributed to you by this Rules of Procedure.

2. The Directors of Department attached to decision-making bodies shall, in their fields of competence, have the powers conferred on the Directors-General in paragraph 1 above. '

seventeen. Article 29 is worded as follows:

" Article 29. Duties of the Directors of the Department of Directorates-General.

Department Directors of the Directorates-General will have the following attributions:

a) Coordinate and monitor the activities that are attributed to this Interior Regime Regulation.

b) Direct and organize the integrated units and services in the appropriate department.

c) Formalize and subscribe documents, reports, and proposals that correspond to the Department.

d) Analyze and follow the evolution of your competition's own affairs.

e) Exercise those other functions assigned to you by this Rules of Procedure. "

Eighteen. Article 30 is worded as follows:

" Article 30. The Directorates-general.

1. The Directorates-General of the CNMV are:

a) General Address of Entities.

b) General Direction of Markets.

c) General Directorate of the Legal Service.

2. It is for the General Directorate of Entities to exercise the following functions:

a) To instruct, report and process the authorization files of investment services companies, and those related to the revocation of the authorizations granted.

(b) to instruct, report and process the authorisation files of Collective Investment Institutions and venture capital institutions, their management companies, and the management companies of securitisation funds, as well as the related to the revocation of the granted authorizations.

c) To process the registration and discharge files relating to the entities referred to in points (a) and (b) above, in the CNMV Special Records, in the terms set out in the applicable regulations.

d) Monitor and inspect investment service companies, their branches, and their agents or proxies.

e) Monitor and inspect the Collective Investment Institutions, their management companies, agents or proxies, as well as their depositary entities.

f) Monitor, and inspect the Capital-Risk Entities, as well as their management companies.

g) Monitor and inspect credit institutions, their branches, and their agents or proxies in their securities markets.

3. It is for the General Directorate of Markets to exercise the following functions:

(a) To instruct, report and process the files relating to the issue of securities, the admission of securities to trading, and public bids for the acquisition and sale of securities.

(b) To process the records of the registration of the acts, documents and facts corresponding to the matters referred to in the preceding paragraph.

(c) Control and analyse communications on significant holdings in listed companies, as well as on the self-portfolios held by them.

d) Control communications about relevant information from the issuer of securities.

e) Oversee the collecting societies, the members of the securities secondary markets, the securities clearing and settlement services, and the Stock Exchange Company.

(f) to instruct, in the cases legally applicable, the files on suspension of securities trading on the official markets, or on the exclusion of the trading of certain securities.

g) Control, verify and analyze the audit reports on the accounts of the Companies and Companies with securities admitted to trading, as well as processing the corresponding registration files in the Special Records.

h) Control, verify and analyze the periodic information to be sent to the CNMV the companies mentioned above, as well as to process the corresponding registration files.

i) Develop those other functions which, in relation to the audit of accounts and the accounts of the companies with securities admitted to trading, are attributed to the CNMV.

j) Monitor and inspect activities developed on stock markets.

k) Spread the public information regarding the activities referred to in the preceding letters.

4. It is for the Directorate-General of the Legal Service to exercise the following tasks:

(a) Advise the President, the Vice-President, the Directors and the Directorates-General or Departments of the CNMV in the exercise of their duties.

b) Examine, report in law and, where appropriate, elaborate the circulars and resolutions of the CNMV.

c) Inlegally inform matters that are raised to the approval, resolution or knowledge of the Council or the Executive Committee of the CNMV.

d) Report on the projects and draft provisions relating to the CNMV or those other than those submitted for consultation.

e) Collaborate in the defense in the judgment of the CNMV.

f) To instruct the sanctioning files that correspond to the CNMV.

g) Propose the adoption of the provisional measures that are necessary to ensure the effectiveness of the resolutions in the sanctioning procedures.

h) Formulate proposals for resolution of sanctioning files.

i) To provide assistance, collaboration or advice to the Judges and Courts in the exercise of their duties.

j) Collaborate with the competent authorities of foreign States in the cases referred to in Articles 91 to 91c of Law 24/1988 of 28 July.

k) Develop the functions inherent in the Secretaries of the Council, the Executive Committee and the Advisory Committee of the CNMV.

5. The Directorates-General, Departments and other services of the CNMV shall refrain from direct relations with the courts. All relations of such a nature must be carried out through the Directorate-General of the Legal Service, who must know, as quickly as possible, all communications received from the Judges and Courts. "

nineteen. Article 31 is worded as follows:

" Article 31. Departments of the Directorates-General.

1. The General Directorate of Entities is structured in the following Departments:

(a) Department of Authorisation and Entity Records, to which the exercise of the activities referred to in Article 30 (2) (a), (b) and (c) shall be carried out.

(b) the Department of Supervision, which shall be responsible for the exercise of the activities referred to in Article 30 (2) (d), (e), (f) and (g).

2. The General Directorate of Markets is structured in the following Departments:

(a) Department of Primary Markets, which shall carry out the tasks listed in Article 30 (3) (a) and (b) and those corresponding to points (j) and (k) of the same paragraph.

(b) Department of Secondary Markets, which shall carry out the functions described in Article 30 (3) (d), (e) and (f) and those corresponding to points (j) and (k) of the same paragraph.

(c) Department of Financial and Accounting Reports, which shall carry out the tasks referred to in Article 30 (3) (c), (g), (h), (i) and (i), and those corresponding to points (j) and (k) of the same paragraph.

3. The Directorate-General of the Legal Service is structured in the following Departments:

(a) Department of Legal Counsel, which shall be responsible for the exercise of the duties referred to in Article 30 (4) (a), (b), (c), (d) and (k).

(b) the Department of the Contentious Service and the Sancionator Regime, to which the exercise of the functions listed in points (e), (f), (g), (h), (i) and (j) of Article 30 (4) shall be carried out. '

Twenty. Article 32 is worded as follows:

" Article 32. Departments attached to President and Vice-President.

1. They will depend directly on the President, the following governing bodies:

a) Department Assistant to Presidency.

b) Department of Studies, Statistics and Publications.

c) Department of Investors.

2. It will be up to the Department's Deputy Chair:

a) Analysis and monitoring of risk factors and the organizational and operational adaptation of the CNMV to the evolution of the market infrastructure environment, the profile and activity of its participants and the framework general regulatory.

b) How many other functions are assigned by the governing bodies of the CNMV.

3. It will be for the Department of Studies, Statistics and Publications:

a) The elaboration of the reports and the annual reports on the development of the activity of the CNMV and on the situation of the financial markets.

b) The elaboration of the Quarterly Bulletin of the CNMV.

c) The performance of studies, work and reports on the stock markets.

d) The design, processing and maintenance of the statistical information of the CNMV.

e) The coordination, promotion and distribution of CNMV publications.

4. It will be for the Department of Investors:

a) Spread among investors the necessary information on the stock markets, the companies and entities operating in them, the financial instruments and, in general, on how many issues are in the best knowledge of the markets.

b) Plan and perform activities aimed at improving the financial training of investors.

c) Maintain a service to investors and address complaints and complaints that investors direct to the CNMV.

5. Under the top leadership of the President of the CNMV and the immediate dependence of the Vice-President, the following management bodies will perform their duties:

a) Department of International Relations.

b) Information Systems Department.

c) General Secretariat.

6. It will be up to the Department of International Relations:

a) The coordination of the participation of the CNMV in international organizations and programs related to the securities markets.

(b) The advice to the President and other senior bodies and managers of the Commission in the field of international relations.

c) The preparation of reports, studies and proposals to define the position of the CNMV in the international organizations, commissions and committees in which it participates.

d) The monitoring of community regulations and directives, as well as the Memoranda of Understanding (MOUS).

e) The knowledge of the issues related to the agencies, committees and other international forums that maintain relations with the CNMV.

7. It will be up to the Information Systems Department:

a) Plan and manage the CNMV's IT services.

b) Designing, programming, implementing and maintaining the Commission's IT applications.

c) Address the CNMV's IT security policy.

d) Provide technical assistance to the various Commission services in the field of computer science.

e) Develop the general criteria for the assessment and selection of computer equipment.

f) Lead and coordinate the National Securities Coding Agency.

8. It shall be for the General Secretariat:

a) Understanding the governance, administration and internal regime of the Commission.

b) Manage the human resources of the CNMV.

c) Coordinate the economic management of the agency, keep its accounts, prepare the preliminary draft budgets, process its modifications, and coordinate the services of the payment, cash and collection of fees.

d) Direct and organize the general services of registration, archiving, security, surveillance, communications, conservation and maintenance of the CNMV.

e) Directing and coordinating the different special registers.

f) To instruct and process the administrative procurement files. "

Twenty-one. Article 33 is worded as follows:

" Article 33. General registration of the CNMV.

1. Within the CNMV a General Register shall be carried out in which the corresponding seat of all the written or communications presented therein shall be made. This same Register shall record the outputs of the written and official communications addressed to other bodies, entities, undertakings or individuals.

2. The CNMV shall have an electronic record for the receipt, referral and entry of the entry and exit of the electronic documents sent to it, in the procedures and with the specifications to be determined in its standard creation. "

Twenty-two. Article 34 is worded as follows:

" Article 34. CNMV Special Records.

1. The CNMV shall be the Special Records entrusted to it by the laws or its implementing rules. These Special Records, which are set out in the Single Annex to this provision, shall include the acts, acts, documents and communications which, in each case, determine the applicable rules. The Council of the CNMV may amend that Annex in order to adapt it to the rules in force at any time.

2. The registration in the Special Records of the CNMV shall be mandatory, except in those cases where the contrary is expressly provided.

3. The presentation of documents, writings and communications for registration in any of the Special Records shall be made, in any case, through the General Register or the electronic register of the CNMV, without prejudice to the subsequent referral of the file, for processing by the Directorate-General for which the matter is concerned.

4. All the Special Records of the CNMV are public in nature. "

Twenty-three. Article 35 (1) and (2) are worded as follows:

" 1. The CNMV may issue, for the appropriate exercise of the powers conferred on it by Law 24/1988, of 28 July, or other provisions with a range of law, and in accordance with the provisions of Article 15 of Law 24/1988, of 28 July, the provisions requiring the development and implementation of the rules contained in the Royal Decrees approved by the Government or in the Orders of the Ministry of Economy and Finance, provided that such provisions expressly enable it to this.

2. The Directors-General, within the scope of their respective powers, or the Directors of Departments attached to decision-making bodies, provided that they are expressly authorized by the President, shall order and direct the projects of circulars. "

Twenty-four. Article 36 (1) is worded as follows:

" 1. The opening, instruction and sanction in the sanctioning procedures corresponding to the CNMV shall comply with the following provisions:

a) To the rules and rules laid down in Chapter II of Title VIII of Law 24/1988, of July 28.

(b) To the provisions of Royal Decree 2119/1993 of 3 December on the sanctioning procedure applicable to subjects acting on financial markets.

c) To the rules contained in Royal Decree 1398/1993, of 4 August, for which the Rules of Procedure for the exercise of sanctioning power are adopted.

(d) To the specific rules that subject their matter to the regime of supervision, inspection and sanction of the CNMV. "

Twenty-five. Article 39 is worded as follows:

" Article 39. Internal operating procedures.

The CNMV shall have at least the following internal operating procedures:

1. Internal Procedures in the Field of Stock Markets:

(a) Procedures on the supervision and inspection of companies, companies, institutions, persons and entities involved in secondary securities markets.

b) Procedure for the formulation of requirements and requests for data and reports to the Companies, Institutions and Entities acting on the Securities Market.

c) Procedure on communicating relevant facts.

(d) Procedure for the processing of verification files for admission to trading requirements, public offering for the sale of securities, and the registration of securities issuance prospectuses.

e) Procedures for the suspension and exclusion of trading of certain securities on official markets.

f) Procedures for the processing of the Public Procurement Offerings.

g) Procedures on the periodic information of the issuing entities.

h) Procedures on the communication of significant holdings in listed companies and on the acquisition of their own shares.

i) Procedures for the authorization of Investment Services and Collective Investment Institutions.

(j) Procedures on the modification of the statutes, regulations and services provided by the Companies, Institutions and Entities involved in the secondary securities markets.

2. Internal Procedures in the field of administration and services:

(a) Procedure for the administration, settlement, notification and collection of the fees applicable for the activities and services provided by the CNMV.

b) Economic management procedures.

c) Personnel recruitment and recruitment procedures. "

Twenty-six. Article 40 (1), (5) and (6) are worded as follows:

" 1. The preparation of the projects on internal procedures for the operation of the CNMV shall be the responsibility of the Directorate-General or Department responsible for the matter and the General Secretariat.

5. The Internal Control Department will issue reports on internal operating procedures projects.

6. The approval of the internal operating procedures shall be the responsibility of the Executive Committee of the CNMV, acting on a proposal from its Chairman, following a report by the Directorate-General of the Legal Service. "

Twenty-seven. A new section is created which contains Article 41, which is given new wording:

" Section 3. Of CNMV Internal Control Verification

Article 41. Internal Control department.

1. Under the direct dependence of the Council, there will be the Department of Internal Control, which is responsible for verifying that the performance of the CNMV maintains an adequate level of compliance, effectiveness and efficiency in achieving its objectives and that it will exercise its functions in accordance with the principles of impartiality, objectivity and independence of controlled management.

2. The Council of the CNMV shall approve the rules to be adjusted by the Department of Internal Control and shall authorize the Audit and Internal Control Acts annually.

3. The Internal Control Department shall be responsible for the following tasks:

a) Report on the outcome of the work being carried out in the Development of the Audit and Internal Control Actions Plan.

b) Encourage the implementation of an internal control model based on risk analysis as a means to optimize actions.

c) Development of internal audit functions defined in accordance with international practices of general acceptance.

d) Make the analysis of the effectiveness of the services of the CNMV that the Executive Committee assigns to you.

e) Advice on matters of its competence, provided that it allows the principles of independence and objectivity to be maintained in its action.

f) Those internal control actions assigned to you by the Executive Committee on a permanent or sporadic basis.

4. The Department of Internal Control shall be the body responsible for carrying out the control of the procedures through which the CNMV exercises its functions in the securities markets, in particular the supervision, inspection and sanction assigned to it by the In this case, the Court of the Court of the Court of the European Court of the European Court of the European Court of the European Court of the European Court of the European Court of Additional provision Second of Law 44/2002 of 22 November of Measures of Reform of the System Financial.

5. The Director of the Internal Control Department shall be appointed by the Council of the CNMV, on a proposal from its President. "

Twenty-eight. Article 42 (3) and paragraph 2 thereof shall be deleted as follows:

" 2. In general, the staff of the CNMV will have the status of permanent staff. In cases where, by the nature of the work or because they cannot be attended by fixed staff, and after agreement of the Executive Committee of the CNMV, the hiring of non-permanent staff may be carried out. "

Twenty-nine. Article 43 is worded as follows:

" Article 43. Organization chart and template.

The Council of the CNMV, acting on a proposal from its President, shall approve the structure of the organization, as well as the establishment plan. "

Thirty. Article 44 is worded as follows:

" Article 44. General rules.

1. The selection of the staff of the CNMV, with the exception of the managerial character, shall be carried out by means of public notice and in accordance with systems based on the principles of equality, merit and capacity.

2. The Directors-General and the Directors of the Department are considered to be managerial staff for the purposes of this article.

3. In the development of the selection procedures, the provisions of Article 61 of Law 7/2007 of 12 April 2007 will be dealt with.

4. The CNMV may, where it considers appropriate and in accordance with the staff template referred to in Article 43, convene the selective processes to fill the vacant posts.

5. Non-permanent posts may be filled with applicants who are part of the employment exchange which, where appropriate, is established in each selection process. "

Thirty-one. Article 45 is worded as follows:

" Article 45. Selective calls and processes.

1. The calls and the selective processes will be regulated in accordance with the Internal Procedure for the Selection and Recruitment of Personnel of the CNMV, which will be adapted to the needs of the organization and to Law 7/2007, of April 12. The selection of personnel shall be carried out by means of any of the selection systems in force in the applicable regulations and in the terms available to them.

2. The testing of the selective processes to be carried out shall be carried out in accordance with the provisions of the second paragraph of Article 61.2 of Law 7/2007 of 12 April. In any event, those tests which are selective in nature shall be specified in the call.

3. In order to ensure the objectivity and rationality of the selective processes, the tests may be completed in the form indicated in Article 61.5 of Law 7/2007 of 12 April. Selective testing for technical personnel shall in any case include an interview with candidates who have passed the evidence from the test, in order to check their suitability for the job.

4. For merit assessment, the call may establish interviews and evidence for the verification and quantification of the merits. "

Thirty-two. Article 46 is worded as follows:

" Article 46. Selection Bodies.

The selection bodies will be constituted for each call and will be made up of a President and four Vocals. He will act as Secretary one of the members ' vowels. All members shall have a level of qualification equal to or greater than the level required for the entry into the place in question. The CNMV will be able to agree with employee representatives, the form of collaboration in the development of selective processes. "

Thirty-three. Article 47 is worded as follows:

" Article 47. Development of new entry calls.

1. By means of the procedures to ensure a general dissemination, at least the number of places convened and the place where the basis for the call is displayed shall be announced.

2. Within a maximum of one month from the date of termination of the time limit laid down in each call for submission of instances, the date, place and time of the first test shall be published, indicating in this case The place where the lists of supported are exposed.

3. Once the tests have been completed, the selection body shall draw up the list of selected candidates, the number of which shall not exceed that of the number of seats convened. This relationship will be made public at the headquarters of the CNMV.

4. The proposed applicants shall submit to the CNMV within 20 calendar days of the publication of the relations of the selected persons referred to in the preceding paragraph, the supporting documents of the conditions of capacity and requirements for the call. Those who, within the prescribed period, and with the exception of cases of force majeure, do not present the documentation or the documentation of the same, who do not have any of the required reuisites, shall not be able to be hired, with all their actions being cancelled.

5. The electronic headquarters of the CNMV shall have a section containing the information relating to the selection processes in progress. "

Thirty-four. Article 48 shall be deleted. Proposal for approval

Thirty-five. Article 49 is renumbered. Acquisition of the condition of fixed employment staff that becomes 48. Acquisition of the condition of fixed employment staff and is worded as follows:

" Article 48. Acquisition of the condition of fixed employment personnel.

1. The President of the CNMV shall proceed to formalize the contracts, once the provisions of Article 47 (4) have been completed. As long as the corresponding contract is not formalized and the applicant joins his/her job, he/she will not be entitled to any economic perception.

2. After the test period determined in each call, those who successfully pass it will acquire the status of fixed staff. "

Thirty-six. Article 50 is renumbered. General regime of Incompatibilities that happens to be 49. General scheme of Incompatibilities. Point (a) of paragraph 3 of this Article shall be worded as follows:

"(a) Those arising from the administration of personal or family assets, without prejudice to the provisions of Article 12 of Law 53/1984 of 26 December, and Article 53.4 of this Regulation."

Thirty-seven. Article 51 is renumbered. Special scheme of Incompatibilities of staff, which happens to be 50. Special Staff Incompatibilities regime, maintaining its current wording.

Thirty-eight. Article 52 is renumbered. Duty of secrecy that happens to be 51. Duty of secrecy. Article 51 is worded as follows:

" Article 51. Duty of secrecy.

1. The staff at the service of the CNMV must keep secret, even after ceasing in their duties, of any information of a reserved nature in the performance of their activity.

2. For the purposes of the above paragraph, any report, document, data or other information available to the CNMV in the performance of the tasks referred to in Article 4 shall be reserved for the purposes of this paragraph. agree to their incorporation into public records, if any.

3. The staff referred to in paragraph 1 shall not be able to give evidence, testimony, or publish, communicate, display data or documents reserved, even after they have ceased the service, except for the express permission granted by the Council of the CNMV.

4. The information and actions listed in Article 90 (4) of Law 24/1988 of 28 July 1988 are exempted from the obligation of secrecy laid down in this Article.

Thirty-nine. Article 53 is renumbered. Obligation of communication of certain operations to be 52. Obligation to communicate certain operations, while maintaining its current wording.

Forty. Article 54 is renumbered. Limitations for performing certain operations, which happens to be 53. Limitations for performing certain operations. Paragraphs 1 and 3 of this Article are worded as follows:

" 1. The staff of the CNMV shall not, within a period of less than 11 months from the corresponding subscription or acquisition, be entitled to the securities listed in points (a) and (d) of Article 52.

3. The staff of the CNMV may not acquire the derivative products referred to in point (c) of Article 52, unless the operation is intended to cover a portfolio of securities. "

Forty-one. A new section is set up which groups Articles 54 and 55, with the name: Section 4: Responsibility and legal defence.

Forty-two. The name of Article 55 shall be renumbered and amended. Responsibility and legal/institutional support granted by the CNMV, which happens to be 54. Responsibility and protection of the employees of the CNMV in the performance of their duties. Article 54 is worded as follows:

" Article 54. Responsibility and protection of the employees of the CNMV in the performance of their duties.

1. The staff at the service of the CNMV who consider that an order or instruction given does not accommodate the laws or regulations in force must, before taking it into effect, make manifest such a circumstance to the superior of whom the has received. If the superior ratifies it in writing, the subordinate staff must comply with it, being exempt from disciplinary responsibility.

2. The authorities and the staff at the service of the CNMV are subject in the exercise of their duties to the system of responsibility of the authorities and personnel to the service of the public administrations referred to in Articles 145 and 146 of the Law 30/1992, of 26 November. '

Forty-three. A new Article 55 is added, with the following wording:

" Article 55. Of legal defense.

1. The CNMV shall ensure the free defence and legal advice of its authorities and personnel for the responsibilities that may arise from the acts performed in the exercise of its functions, and shall provide the necessary funds for the the establishment of the guarantees and guarantees which they may require, even where the employment relationship or the link between the person concerned and the CNMV has ceased at the time of the initiation of the complaint or procedure. Except for those cases where the CNMV shall act as a claimant or an accuser by express agreement of its Council.

2. The provisions of this Article shall apply to the successors in title to those affected by third-party claims in cases where they have been transferred to them. "

Forty-four. Article 56 is worded as follows:

" Article 56. Heritage and economic resources.

1. The CNMV will have its own heritage, independent of the State Heritage.

2. The resources of the CNMV are integrated by the following assets, values and revenues:

(a) The assets and securities that constitute the equity and the products and income thereof.

(b) The fees you receive for the performance of your activities or the provision of your services.

(c) Transfers which, under the general budget of the State, are carried out by the Ministry of Economy and Finance. "

Forty-five. Article 58 is worded as follows:

" Article 58. Budgets.

1. The CNMV will produce a preliminary draft budget annually, with the structure indicated by the Ministry of Economy and Finance, and forward it to the Ministry for its elevation to the Government's agreement and subsequent referral to the General Cortes, which is integrated into the General Budget of the State.

2. The approval of the preliminary draft budget shall correspond to the Council of the CNMV.

3. Changes in the budget of the CNMV shall be authorized by the Ministry of Economy and Finance when the amount of the CNMV budget does not exceed 5% of the budget and the Council of Ministers in other cases. "

Forty-six. A single additional provision is added, with the following wording:

" Single additional disposition. Management of staff following their cessation.

The management staff defined in Article 44.2 of this Regulation shall, in the cases of termination of their duties, receive the maximum consolidated remuneration approved, irrespective of the supplement which, if necessary, corresponds to the post to be performed, provided that they are persons belonging to the CNMV template and that they have been in the position of management for a continuous period of at least eight years.

Forty-seven. The first, second and third transitional provisions are deleted.

Forty-eight. Paragraphs 1 and 3 of the Final Disposition are worded as follows:

" 1. The CNMV will have a Delegation in Barcelona.

3. The Delegation of the National Securities Market Commission in Barcelona will have an entry record of documents, which has the consideration of auxiliary registration of the General Register of the CNMV referred to in Article 33.1. "

Forty-nine. The following single annex is added.

UNICO ANNEX

Special Records of the National Securities Market Commission

1. Records related to the Securities and Exchange Companies.

a) Registration of the Accounting Entities of the Accounting Records of the Securities Emissions.

b) Public Scripture Registry of Securities Emissions.

c) Registration of Credit Documents related to Securities Emissions.

d) Registration of Public Information of Securities Broadcasters.

e) Record of Reports of Audit of Accounts of Securities Broadcasters.

f) Registration of Information Brochures Of Securities Companies.

g) Registration of Holders of Significant Holdings in Securities Broadcasters.

h) Registration of Relevant Facts on Securities Broadcasters.

i) Registration of Public Procurement of Securities Acquisition.

2. Records related to Investment Services Companies:

a) Registration of Securities Companies, Securities Agencies, and Portfolio Management Societies.

b) Registration of Agents of Securities Companies, Securities Agencies, and Portfolio Management Societies.

c) Registration of Accounts Audits of Investment Services Companies.

d) Registration of foreign investment services companies providing services in Spain.

e) Registration of Significant Holdings in Investment Services Companies.

3. Records related to Collective Investment Institutions (IICs):

a) Registration of Investment Companies of a financial character or SICAV.

b) Registration of Investment Funds of a financial character or FI.

c) Registration of Real Estate Investment Companies or SII.

d) Registration of Real Estate Investment Funds or FII.

e) Free investment IIC record or IICIL.

f) IIC record of free-investment IIC or IICIICIL.

g) Registration of management companies of collective investment institutions or SGIICs.

h) IIC depository record.

i) Registration of other IICs.

j) Registration of significant shareholdings.

k) Registration of brochures, periodic reports and audits.

ll) Registration of foreign IICs marketed in Spain.

l) Registration of foreign management companies operating in Spain.

m) Registration of valuation companies that have communicated to the CNMV their intention to value real estate IIC properties.

n) Register of relevant facts.

o) Registering and proxies for SGIIC.

4. Records related to Capital Entities-Risk:

a) Registration of Corporate Managers of Capital-Risk Entities.

b) Registration of Capital-Risk Societies.

c) Capital-Risk Funds Register.

d) Registration Of Significant Holdings.

e) Registration of Brochures And Annual Memories.

f) Registration of capital institutions-risk of simplified regime.

5. Other Records:

a) Registration of Entitlement Funds information brochures.

b) Registration of Entitlement Fund Accounts Audits.

(c) Registration of Fees of Entities acting on the Stock Market.

d) Record of Contracts-Type of Entities acting on the Stock Market.

e) Registration of sanctions imposed, for the last five years, by the commission of serious and very serious infringements.

f) Record of Accounts of Accounts of Accounts of the Companies Rector of the Markets, Society of Bags and Service of Compensation and Settlement of Securities.

Single end disposition. Entry into force.

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

Madrid, November 5, 2008. -President of the National Securities Market Commission, Julio Segura Sanchez.