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Resolution Of May 26, 2015, Of The Council Of The National Commission Of The Market Of Stock, By Which The Regime Inside Of Commission Regulation Amending.

Original Language Title: Resolución de 26 de mayo de 2015, del Consejo de la Comisión Nacional del Mercado de Valores, por la que se modifica el Reglamento de Régimen Interior de la Comisión.

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The stock markets, the subject of which the CNMV exercises its supervision, have undergone enormous changes in recent years. One of the fundamental elements has been the move from mere international cooperation between supervisors to a process of international integration provoked by the perception of their need in the wake of the financial crisis. It was precisely during the crisis that the integrity of national markets was very dependent on the functioning of the global financial system.

This process of international integration, which acquires its maximum intensity within the European Union, requires from the supervisory bodies a special dedication given the volume and relevance of the regulations coming from the European institutions and the growing influence of standards issued by international bodies. It is therefore necessary to define and implement a strategy aimed at influencing as early and as effective as possible in the elaboration of these regulations and standards in order to place the CNMV among the most influential agents in the definition of international regulatory policy. Moreover, this strategy must aim to ensure an adequate implementation of European and international standards and standards in the domestic field, enhancing a more intense and fluid relationship of the CNMV with the participants in the markets.

On the other hand, the financing of alternative routes to the bank has been gaining relevance in recent years, driven by more demanding prudential requirements applicable to credit institutions derived from the experience gained during the financial crisis. An example of this is the recent legal attribution to the CNMV of competition for the authorisation, registration, supervision, inspection and sanction of participatory financing platforms.

From this point of view, securities supervisors need to be aware of the growing role of markets and develop their internal and external coordination skills to respond in the most appropriate way possible to the compliance with its primary objective, which is none other than the protection of investors, while favouring the orderly development of stock markets.

Finally, also arising from the difficulties experienced during the crisis by financial institutions, some demands have been imposed at European level which involve the allocation of new powers to the CNMV. On the one hand, the requirement that the aforementioned financial institutions, including the Investment Services Companies (ESIs), have resolution plans applicable in case of need and that a policy of preventive supervision that can mitigate the risks that public money may have to be used to deal with insolvency situations. And, on the other hand, the obligation on the market participants to communicate their transactions in OTC derivatives, both to the supervisor and to an operational warehouse (repository), and to use a central counterparty in certain cases.

For all of the above, the CNMV considers it necessary to create a new Directorate General for Strategic Policy and International Affairs, which will group the Department of International Affairs, the Department of Studies and Statistics and a department of new creation of Strategy and Institutional Relations. The mainstreaming of this new Directorate-General will provide it with the necessary capacity to analyse and coordinate the response to the institutionally significant regulatory projects both European and national, as well as its necessary implementation. This new Directorate-General will also assume the strategic dialogue with all the relevant institutional actors and will be responsible for the supervision of the social and economic organizational aspects of the infrastructures of markets. In addition, the Directorate will have the task of advising the higher bodies of the CNMV and ensuring the coherence of public messages with the strategy defined in the Plan of Activities that is published annually. Additionally, it will evaluate the policies and management systems of the CNMV in a risk environment and propose strategies and plans for the organizational and operational adaptation of the institution.

On the other hand, in coherence with the functions of this new Directorate General, the character of the department of the Cabinet of the Presidency is eliminated and the possibility of creating an Adjunta to the Presidency with functions disappears. support or advice to the decision-making bodies.

Finally, the exercise of the preventive resolution functions of Investment Services Companies is entrusted to a unit directly dependent on the Director General of Strategic Policy and International Affairs, for carry out the functions that are normally assigned to the CNMV as the preventive resolution authority of these companies, it is collected, among the functions of the General Directorate of Entities, the competence of registration, authorization, supervision and inspection of the participatory financing platforms and, among the functions of the General Management of Markets, includes the monitoring of the operations communications to be carried out by the participants in the markets and the information they send to the operations stores (repositories).

The Council of the CNMV at its meeting of 26 May 2015, in accordance with Article 6 of the Rules of Procedure, approves the amendments to Articles 27, 30, 31 and 32 of the Rules of Procedure of the CNMV listed below.

Single item. Amendment of the Rules of Procedure of the National Securities Market Commission.

The National Securities Market Commission's Rules of Procedure are amended as follows:

One. Article 27 (7) is deleted and paragraphs 4, 5 and 6 of that Article are reworded in the following terms:

" 4. As immediate assistance bodies to the President and the Vice-President of the CNMV, the corresponding Gérdias may exist. The staff who serve in these Gdones and do not belong to the template of the CNMV shall have the status of any person, given the special nature of the functions of trust and advice that they perform. Your appointment and cessation will be free.

The eesc will, in any case, take place when the President or Vice-President takes place.

5. The Directors-General, the Directors of the Department referred to in Article 32 of this Regulation, the Director of the Internal Control Department, the Director of the Department of Studies and Statistics and the Director of Department who be designated as Deputy Secretary of the Council, will have the consideration of directors in the terms set out in Royal Decree 451/2012 of 5 March, which regulates the remuneration regime of the top managers and managers in the business public sector and other entities.

6. For the relationship with the media, the Council of the CNMV may create, on a proposal from its President, a Communication Directorate. The staff assigned to this address shall be subject to the same arrangements as for the staff serving in the Presidency and the Vice-Presidency. '

Two. 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) Directorate-General for Strategic Policy and International Affairs.

d) 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 instruct, report and process the authorization files of the participatory financing platforms.

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

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

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

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

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

i) Monitor and inspect participatory finance platforms.

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) Monitor the activity of market infrastructures and their members, including the approval of the rules of operation of the markets or infrastructures and the supervision of market discipline in their phases of pre-hiring and post-hiring.

(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 in securities markets, including the operations communications to be performed by market participants, as well as information monitoring referred to operations stores (repositories).

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

4. The Directorate-General for Strategic Policy and International Affairs is responsible for the following tasks:

(a) Supporting the President, the Vice-President and the other senior officials and directors of the CNMV in the field of relations with other bodies and institutions of Spain, the European Union and other Member States, as from third countries.

b) The preparation of reports, studies and proposals to define the strategy of the CNMV in the national and international bodies, commissions and committees in which it participates, as well as the necessary advice to President, Vice-President and other senior officers and managers of the CNMV to ensure strategic consistency in public messaging.

(c) Internal coordination of the analysis and strategic assessment of projects and the preliminary draft laws relating to the CNMV or the scope of its powers to be submitted to its consultation, with particular attention to possible changes in the perimeter of regulation.

d) The impetus and coordination of strategic horizontal initiatives in the CNMV, including the elaboration and follow-up of the institution's Annual Activities Plan.

e) The promotion and coordination of relations and consultations with market participants, including the exercise of the Technical Secretariat of the Advisory Committee.

f) The evaluation of the policies and management systems of the CNMV in a risk environment and the proposal of strategies and plans for the organizational and operational adaptation of the CNMV.

g) The authorisation and supervision of the social, economic and institutional organizational aspects of the market infrastructures and the monitoring of the evolution of their environment, the profile of their participants and the general regulatory framework.

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

i) The internal coordination and centralization of the collaboration of the CNMV with the competent authorities of foreign States in the cases referred to in Articles 91 to 991 of the Law 24/1988, of July 28.

j) The follow-up of European regulations and directives, as well as the Memorandums of Understanding (MOUS).

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

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

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

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

n) The planning and implementation of activities aimed at improving the financial training of investors.

o) The valuation of complex financial products and operations.

p) The exercise of the functions that are normally entrusted to the CNMV as the preventive resolution authority of the investment services companies.

5. 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) Develop the functions inherent in the Secretariat of the Council, the Executive Committee and the Advisory Committee of the CNMV.

k) Understand the complaints and complaints that investors direct to the CNMV.

l) Maintain an attention service to investor inquiries.

m) To press the processing of complaints received on the CNMV.

6. 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. "

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

(b) the Department of Supervision of Investment Services and Credit and Savings Entities, to which the exercise of the activities referred to in points (e), (h) and (i) of Article 30 (2) shall be carried out.

(c) the Department of Supervision of Collective Investment Institutions and Venture Capital Entities to which the exercise of the activities referred to in Article 30 (2) (f) and (g) shall be carried out.

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 Corporate Reporting, which shall perform the functions referred to in Article 30 (3) (c), (g), (h) and (i), and those corresponding to points (j) and (k) of the same paragraph.

3. The Directorate-General for Strategic Policy and International Affairs is structured in the following Departments:

(a) Department of International Affairs, which shall exercise the functions listed in points (a) and (b) of Article 30 (4), international, (h), (i) and (j).

b) a Department of Strategy and Institutional Relations which shall carry out the tasks listed in points (a) and (b) at national level, (c), (d), (e), (f) and (g) of Article 30 (4).

(c) Department of Studies and Statistics which shall exercise the functions listed in Article 30 (4) (k), (l), (m), (n), (n) and (o

.

The exercise of the functions listed in Article 30 (4) (p) shall be carried out by a unit in direct dependence on the Director-General for Strategic Policy and International Affairs.

The head of the Department of Studies and Statistics will have the direct responsibility to present to the CNMV Council the report on the development of the activities of the institution and on the situation of the markets The CNMV, in accordance with Article 13 of the Securities Market Law, must annually raise the Economy Committee of the Congress of Deputies. The head of this department will also have the role of replacing the President and the Vice-President in international bodies with competencies related to financial stability.

4. 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 (5) (a), (b), (c), (d) and (j

.

(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 (m) of Article 30 (5) shall be carried out.

(c) Department of Investors, to which the exercise of the functions listed in Article 30 (5) (k) and (l) shall be carried out. "

Four. Article 32 is worded as follows:

" Article 32. Departments attached to the President.

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

a) Department of Information Systems.

b) General Secretariat.

4. 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.

5. 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. "

Single end disposition.

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

Madrid, May 26, 2015. -President of the National Securities Market Commission, María Elvira Rodríguez Herrer.