On 9 May 2015 Royal Decree 358/2015, of 8 May, amending Royal Decree 217/2008, of 15 February, on the legal framework of investment firms and other entities providing investment services and partially modifying Regulation 35/2003, of 4 November, on investment firms, approved by Royal Decree 1309/2005 (RD 358/2015), was published in the Spanish Official Gazette

The main changes under RD 358/2015 are detailed below.

Suitability requirements for directors and executives

Specification of the information to determine the concurrence of professional integrity, knowledge, expertise and ability for good corporate governance of investment firms.

• Among the most important changes, the following should be underlined: professional career regarding the relationship with regulators, the reasons why the executive has been fired or has resigned from previous jobs, personal solvency history, professional background the individual had held a management position with an investment firm, responsibility processes under early action or resolution and disqualifications under the Bankruptcy Act.
• Knowledge and experience requirements, both from an academic environment and experience in the areas of investment services, banking and other financial services.

The assessment of the criteria above will be carried out by the investment firms, the CNMV and the acquirer of a significant shareholding on a case by case basis.

Inclusion of committees and internal procedures to carry out the selection and ongoing evaluation of the members of its board of directors, its managing directors and other key posts.

Changes in the minimun amounts of share capital

The minimum amount of share capital for investment firms has been reduced. The amounts should in all cases exceed:

• €730,000 for securities companies;
• €125,000 for securities agencies (€50,000 for those not authorised to hold money or securities of their clients); and
• €50,000 for portfolio management companies (as well as a security to deal with liability for negligence in the exercise of its professional activity within the European Union, with a minimum cover of €1,000,000 per damages claim, and a total of €1,500,000 per year for all claims).

Obligations of corporate governance

Certain obligations have been established regarding remuneration policy and publicity. The term of discretionary pension benefits and the requirements of the websites of management companies are set up.

Functions of the committees

RD 358/2015 details the functions of the risks committee, the appointments committee and the remunerations committee.

• Risks Committee: it will be responsible for implementing the policy and risk management procedures to detect the risks of the company's activity and will actively participate in the development of risk strategy and in all important risk management decisions.
• Appointments Committee: among others, it will identify and recommend candidates to fill board vacancies, evaluate the balance of the board's knowledge, skills, diversity and experience and periodically review the policy of the board.
• Remunerations Committee: it will be responsible for the making of decisions regarding remuneration, including those which have implications for risk and risk management of investment firms and will decide general remuneration policy for board members, managers or similar, as well as individual remuneration and other contractual conditions of members of the board of directors who hold executive posts.

Solvency of other investment services companies

RD 358/2015 sets out the obligations of investment services companies, their consolidated groups, financial holding companies and mixed financial holding companies to establish strategies and procedures that will allow them to assess the adequacy of capital held in respect of the nature, scale and complexity of their business

It also establishes the guidelines to be followed by investment firms to manage risks, (for example credit and counterparty risk, liquidity risk, interest rate risk, securitisation risk, operational risk, etc.).

Further, an extraordinary Tier 1 capital buffers regime has been established following Regulation (EU) No 575/2013, of 26 June.

Supervisory role of the CNMV

RD 358/2015 establishes rules concerning the supervisory role of the CNMV.