Corporate governance trends set the agenda for Spain's listed companies

In 2026, Spanish listed companies face three converging forces in corporate governance: the entry into force of the statutory requirement for gender equality on boards of directors, with an imminent compliance deadline; an annual general meeting (AGM) season marked by increased scrutiny from institutional investors on governance matters; and a review of the Spanish Good Governance Code that is expected to reshape corporate governance practices in the coming years. Each merits attention on its own, but they all point in the same direction: greater demands on the functioning of the boards and on their genuine ability to exercise effective oversight.

Board gender parity: the legal deadline

Organic Law 2/2024 on gender-balanced representation requires that 35 Spanish listed companies with the largest market capitalisation to achieve at least 40% representation of the under-represented gender on their boards of directors by the end of the month on 30 June. For all other listed companies, the requirement will come into force on 30 June 2027.

This is not a corporate governance recommendation but a legal obligation. Non-compliance may constitute a serious infringement under the Spanish Securities and Investment Services Act. The Spanish Stock Exchange Commission (CNMV) has also published interpretative guidelines on practical aspects of implementation.

As the first compliance deadline approaches, the conversation in many listed companies is no longer solely about the required percentage, but also about how succession, renewal and board member selection processes are being planned.

What investors are demanding

As legal deadlines draw nearer, the 2026 AGM season is highlighting another reality: institutional investors and proxy advisers continue to raise their expectations on corporate governance. Among the issues that typically attract their attention are transparency in remuneration policies, the justification for the independence of certain directors, the board leadership structure, and the mechanisms for checks and balances within the board.

The ability of boards of directors to identify and oversee emerging risks are also gaining prominence. These include those links linked to digitalisation, cybersecurity and the use of artificial intelligence systems – areas that are beginning to form part of the corporate governance and strategic oversight agenda. Institutional investors and proxy advisers expect boards to have the necessary skills to supervise, understand and challenge decisions taken in these areas.

All of the above has an important practical implication: the Good Governance Code is not the only benchmark for what the market regards as good governance practice. Major institutional investors and proxy advisers apply their own assessment criteria and voting policies which, in certain areas, may prove to be more demanding than the recommendation currently set out in the Code.

Spanish Good Governance Code next steps

The CNMV has confirmed that the process of reviewing the Good Governance Code will progress throughout 2026, with a public consultation planned for the first quarter of 2027 and final approval scheduled for the second quarter of that same year.

The expert group set up to advise the regulator is working on a range of issues that go beyond the traditional debates on the composition, diversity and functioning of boards.

Among the topics identified by the CNMV as priority areas for analysis are digitalisation, cybersecurity and artificial intelligence, whose increasing use in decision-making processes poses new challenges for corporate governance. Beside these issues, there are external factors that feature with growing prominence on the agenda of management bodies, such as the geopolitical uncertainty and the international regulatory environment, which are progressively broadening the traditional remit of board oversight.

Osborne Clarke comment

For listed companies, the convergence of these factors calls for a coordinated response. In the short term, compliance with the gender-parity obligation requires immediate planning of the processes for selecting and renewing directors, particularly for companies subject to the first deadline at the end of June. Increasing scrutiny from institutional investors and proxy advisers is also forcing boards to anticipate expectations that go beyond the current regulatory framework, including oversight of risks linked to the digitalisation, cybersecurity and artificial intelligence.

The CNMV's planned 2027 review of the Good Governance Code should not be treated as a distant, future exercise. Listed companies must monitor closely and integrate it into their strategic corporate governance planning from now.