JOHN CARLOS I

KING OF SPAIN

To all who present it and understand it.

Sabed: That the General Courts have approved and I come to sanction the following law:

PREAMBLE

I

From the very moment of its appearance, during the decade of the thirties of the nineteenth century, the savings banks were configured as charitable entities, oriented to the promotion and protection of the savings and the generalization of the access to the credit of the most disadvantaged social classes. These aspects are still of serious concern, such as the protection of the interests of small savers or financial exclusion, that is, the existence of citizens who cannot, for different circumstances, have access to services. They were approached by institutions which, beyond their integration into a highly competitive financial landscape, took on their own social concerns. This same social vocation led to a natural preference for the most basic financial activity, of lower risk and sophistication and closer to the interest of the citizen. Also, along with this preferential option for a simple business model and its social vocation, the historical performance of the boxes was always developed from a markedly local perspective, with deep roots in the province or municipalities. where they were constituted and with a great sensitivity to the needs and peculiarities of the territory in which they operate. It is in these primeval factors of social character, simplicity of business and territorial attachment, where historically large part of its general acceptance and its success as singular banking institutions.

Already from the first rule that regulated the savings banks, the Royal Order of 3 April 1835, its evolution is marked by a continuous expansion, motivated by the progressive liberalization of its legal regime and its The same is the case for the other credit institutions, mainly banks. In this way, although the savings banks increased the type of credit operations they performed during the first half of the 20th century, it was during the second half of the last century, when they definitively extended their size and influence and were finally established as credit institutions in every rule. This evolution allowed savings banks to perform operations of increasing complexity and to substantially expand their scope of territorial action.

It was specifically Royal Decree 2290/1977 of 27 August for the regulation of the governing bodies and the functions of the savings banks, the rule that allowed savings banks to carry out the same operations as those authorised to private banking. Likewise, the approval of the Spanish Constitution of 1978 and the consequent decentralization of the territorial organization of the State, was another essential milestone in the configuration of the boxes, since the autonomous communities passed to to acquire a key role both in regulation and in the management of these entities. The definitive model of boxes finally crystallized in Law 31/1985, of 2 August, of Regulation of Basic Standards on Governing Bodies of Savings Banks, which pursued the triple objective of democratizing the governing bodies of the savings banks, professionalize them and adjust the regulatory regime of these entities to the new territorial organization of the State. This law, together with the regulations that the autonomous communities have given for their development, has drawn the legal regime applicable to the savings banks up to the present day, in which their ordinary financial dimension has been accentuated. linked their social aims to the so-called benefit-social work and their territorial roots have been retaken from the mere concentration of their activity in a territory towards a more active involvement of the autonomous communities, both in the design of their legal framework as in the influence on their governing bodies.

Following the total deployment of the model throughout the Spanish geography over the last few years, the consequences of the economic crisis on the Spanish financial sector as a whole have affected the savings that have made it necessary to comprehensively and comprehensively rethink their legal regime. It is no exaggeration to describe as historic and unprecedented the speed and depth with which the regulatory and operational changes in the sector have taken place. In fact, the whole of the Spanish savings banks have participated or are participating in some integration process; the new figure of the indirect exercise savings banks, which develop their activity, has been created. In the case of banking institutions, several institutions have begun to be listed on official markets; and, even, special foundations have been provided for in order to enable the full separation of the institutions. bank activity and the social work of savings banks. Indeed, this whole process has been accompanied by an extensive legislation which has inevitably given rapid responses to the events that were taking place with extraordinary speed. This legislation, among which the Royal Decree-Law 11/2010 of 9 July, of governing bodies and other aspects of the legal regime of the Savings Banks, should be expressly emphasized, arises in the face of the need to react to the deterioration of the the financial situation both at national and international level and has sought to promote, facilitate and ultimately channel the process of restructuring the boxes. The result of this is the existence of a set of rules that, in a dispersed manner, contains regulation that affects savings banks.

all, it should be noted that in recent years there has been a need for a thorough intervention by the public authorities to undertake the consolidation and restructuring of a large part of the savings banks. The financial stability in Spain has been seriously compromised by financial stability. The difficulties to guarantee the viability of certain savings banks and their structural weaknesses in order to strengthen their solvency autonomously have called for an extraordinary effort by the Spanish society which has included the request for assistance. This is the case in the case of the euro-group and the nationalisation of those savings banks which were in the greatest difficulties of solvency. In this effort, it is now appropriate to adopt a law which, with a view to stability and a single text, includes the future legal system of savings banks. A new regime that comes to combine the classic values of the savings banks already mentioned, social character and territorial roots, with the lessons that the recent historical events have revealed.

II

This Law is dictated in accordance with the provisions of Rules 6., 11. and 13. of Article 149.1 of the Spanish Constitution, which attribute to the State the competences on commercial law, bases of the ordination of credit, banking and insurance, and bases and coordination of overall economic activity planning, respectively.

In relation to the regulation of savings banks, the competitive distribution between the state and the autonomous communities has been well defined in recent decades thanks to the case law of the Constitutional Court, that it has had the opportunity to decide on several occasions to differentiate the aspects relating to the regulation of the boxes which are of a basic nature and are therefore of state competence, of those which, by virtue of legislation development, they fall within the competence of the autonomous communities.

This Law takes into account, as could not be otherwise, this case law and focuses its regulation on issues defined as basic for the regulation of the Spanish credit sector, as may be the setting of the structure, internal organisation and function of the boxes, or the identification of some key aspects of their activity. Similarly, those issues affecting the solvency and supervision of savings banks have been included in this Law, as they require uniform regulatory treatment throughout the national territory. It must be borne in mind, in any case, that the legislation that is adopted, although it varies the content, follows a formal scheme similar to that of Law 31/1985, of 2 August, on whose constitutionality the Constitutional Court has already ruled.

There are, however, some novel aspects in this regulation of the boxes, which require some precision in relation to their justification. On the one hand, there has been a restriction on the size of the boxes, which is motivated by the need that in no case can they reach a dimension that makes them systemic. This is, therefore, a measure that seeks to ensure the stability of the financial system. The legal structure of the boxes does not allow to deal with crisis situations with the necessary agility due to the difficulties with which they count to attract capital. It is therefore necessary to avoid excessive size of the boxes and to endanger the financial system. On the other hand, although related to the above, it has been sought that the savings banks operate fundamentally in the territorial scope of an autonomous community or in neighboring provinces, including logically in this case the communities. (a) the social function of the institution is linked to a geographical area with characteristics, peculiarities and common needs. The link between the place of origin of the box and the territory that will be the beneficiary of the social function will be narrowed, which will allow the traditional roots that the boxes have had in their place of action. Of course, this regulation affects the essential elements of the operation of the boxes and must therefore be of a basic nature.

As far as banking foundations are concerned, we are facing a new figure for the Spanish legal system. It is therefore appropriate to explain the reasons for their basic regulation on the part of the State.

According to this Law, those foundations whose participation in a credit institution exceeds a certain percentage will be considered bank foundations. The need to establish a systematic legal regime from a financial perspective for this type of entity is because the banking foundation will be, as of the entry into force of this Law, a major player present in much of the the credit institutions of our country, some of them systemic; therefore, the possibility of an inadequate functioning of these entities has consequences for the stability of the financial system.

To the extent that they have significant, and even control, stakes in financial institutions, the legislator cannot ignore the legal regime of this type of foundations. On the contrary, it is necessary for banking foundations to be subject to a regulation similar to that which the State has issued in relation to the other credit institutions. Only in this way is adequate credit management guaranteed in our country.

In any case, the need to respect the relevant distribution applicable to this matter, which affects both the foundations and the management of credit and banking, makes the Law simply to regulate the fundamental to the organization and functioning of banking foundations, such as those relating to the regime of professionalism and incompatibility of members of the governing bodies, relations with credit institutions participation, which gives rise to the approval of a management plan and a financial plan, as well as the issues of supervision and transparency. This state intervention in banking foundations is carried out in a gradual manner according to the level of control that the banking foundation may have in the participating credit institution, since the greater its participation in such a bank. credit, the higher the incidence and the condition of financial stability.

III

The Law is structured in two titles, the first of which deals with the own regulation of savings banks, while the second establishes the regulation on banking foundations. Given the close link between the two entities, it has been deemed appropriate that their legal regulation should be contained in a single regulatory text.

In relation to the legal status of savings banks, the structure of Title I of this standard is largely contained in Law 31/1985 of 2 August, although new features are introduced.

First of all, a return to the traditional model of boxes has been proposed by making an explicit link to its financial activity with the needs of retail customers and small and medium-sized enterprises, This type of financial institution will focus its functions on those layers of society that have the most difficult access to other financial institutions or services. In line with the above, this Law introduces the requirement for savings banks to develop their actions at the local level and have a small size. The basic framework for the performance of savings banks should be primarily that of the autonomous community where they are implemented, without the possibility of developing functions at national level; and it is expressly prevented from having a size of the boxes. large enough to acquire systemic character. Those boxes that grow above the permitted limits will lose their bank license, they must transmit their financial activity to a credit institution and they will be transformed into banking foundations. In this sense, the norm gives continuity and completes the scheme of indirect financial activity by the savings banks that preceded the Royal Decree-Law 11/2010, of July 9, of governing bodies and other aspects of the regime legal of the savings banks.

On the other hand, the Law also carries out an important exercise in the professionalization of the governing bodies of savings banks, an aspect that has been particularly important at international and national level. In particular, as of now it will be necessary for all members of the board of directors of the box, and not only the majority, as previously required, to have specific knowledge and experience for the exercise of their duties. As a result, a translation into the savings banks of the system of professionalism applicable to banks is produced. This same objective of increasing professionalization in the management of the boxes has also led to the introduction of important changes in the composition of the general assembly. Thus, the percentage of the participation of the public administrations is reduced from 40 to 25 percent and the role of the impositors is strengthened by the provision of a new mechanism for the appointment of their representatives in the assembly. general and increasing their presence in the same up to the 50 percent and 60 percent range. This set of measures is intended precisely for those people who have their savings deposited in the boxes, to be able to see their interests better represented in the governing bodies. Given the substantial increase in the number and relevance of the impositors in the government of the boxes, it is necessary to ensure a uniform rule throughout the State that determines their choice as general advisors.

Another aspect of singular relevance that is addressed with this Law is the one concerning the fixing of the independence requirements and the rules on incompatibility in the exercise of the functions of government of the boxes. In this respect, in particular, the need for a percentage of independent directors to be available in the governing bodies and the committees of the savings banks. The figure of the independent counsel is essential in the matter of corporate governance, because it makes its decisions in the governing bodies according to criteria of objectivity and neutrality.

Title II of the Law addresses the basic regulation on banking foundations, drawing on the figure of the special foundations of the Royal Decree-Law 11/2010 of 9 July 2010.

The regulation begins by defining banking foundations as those foundations that have a minimum percentage of 10 percent of participation in a bank, which affects an inexcusable respect for principles. of equality and non-discrimination, also to those ordinary foundations which have or acquire such a percentage of participation in a bank.

The transformation regime is also regulated in a banking foundation, both in savings banks and in ordinary foundations. For savings banks, their transformation will take place in two different scenarios: when a savings bank grows above the limits allowed by the Law, since it is necessary that the boxes do not increase their volume to levels that make them systemic; and in the case of boxes that at the entry into force of the Law are exercising their financial activity through a bank. Since the box no longer exercises any financial activity and focuses its functions on social action, it has no justification, and to a certain extent, an anomaly, which maintains the banking licence. For ordinary foundations, the transformation into a bank foundation will occur in the event that they acquire the aforementioned percentage of the 10 percent stake in a bank.

The Law also introduces rules regarding the governing bodies of bank foundations, the regime for the participation of the banking foundation in the credit institution, as well as government obligations. corporate and transparency. In any case, the banking foundations, as significant players in the Spanish credit system, will act with the levels of professionalism, independence, transparency and maximum efficiency, without in any case being able to the solvency of the entities in which they participate. However, it must be stressed that the application of these rules to bank foundations is carried out in accordance with a phased scheme, and in this way scrupulously respectful of the constitutional distribution of powers, in such a way that certain obligations laid down in this Law shall apply only to those banking foundations which have a qualifying holding or a controlling interest in a credit institution.

In general, all banking foundations will apply the corporate governance regulations, but only to those foundations that have a participation equal to or greater than 30 percent in a bank credit or control shall be imposed on it to draw up a management protocol setting out the essential elements defining the relations between the two entities, as well as a financial plan setting out how it may be to deal with the banking foundation for possible financing needs which in a situation of difficulty may require a credit institution.

The greatest degree of state regulation intervention will ultimately fall on those bank foundations that hold positions of control over a credit institution or have a share of more than 50 percent. These institutions shall draw up a plan to diversify their investments in order to minimise risks and to set up a reserve fund to ensure the financing of the participating credit institution in situations of difficulty. political rights when participating in capital increases under certain conditions and the distribution of dividends must be approved by a quorum and a reinforced majority of the general assembly. With this set of measures it is promoted that the banking foundations gradually reduce their participation in the credit institutions, so that the process of restructuring the Spanish financial system will end in a period of time. reasonable.

Finally, the Law includes a number of provisions, including the establishment of a special regime in the event of capital increase in banking entities participating in banking foundations, as well as for the distribution of dividends. As regards, in particular, the extension of the participation of banking foundations with the control of a credit institution, the eighth additional provision prevents the exercise of the political rights of the shares subscribed to in the capital increases of the credit institution. At the same time, however, it is guaranteed that those foundations which acquire shares in an enlargement may exercise the necessary political rights to avoid dilution beyond what is indispensable for their participation to be below 50%. percent or the entity's control position.

The transitional provision first provides for the conversion of the savings banks from indirect exercise into banking foundations within one year of the entry into force of the Law and the transitional provision. Second, the transitional arrangements for the incompatibility provided for in the second paragraph of Article 40.3 are provided for.

In the final provisions, it is specified which articles are of a basic character, the necessary regulations are made to develop the Law, and the tax legislation is modified, with the aim of extending the tax treatment of savings banks to future banking foundations.

INDEX

Article 1. Object.

Title I. Of Savings Boxes.

Chapter I. General provisions.

Article 2. Definition, purpose, and applicable regulations.

Chapter II. Governing bodies.

Article 3. Governing bodies.

Section 1. The General Assembly.

Article 4. Representation groups in the general assembly.

Article 5. General counsellors elected on behalf of the impositors.

Article 6. Representation of Local Entities.

Article 7. Representation of the founding persons or entities.

Article 8. Employee representation.

Article 9. Requirements of the general counsellors.

Article 10. Incompatibility of the general advisers.

Article 11. Mandate and renewal of the general advisers.

Article 12. Irrevocability of appointment of general advisers and limitations on recruitment.

Article 13. Functions of the general assembly.

Article 14. Organisation and operation of the general assembly.

Section 2. The Administrative Board.

Article 15. The board of directors.

Article 16. Choice of board of directors.

Article 17. Members of the Board of Directors.

Article 18. Causes of incompatibility.

Article 19. Mandate of the members of the board of directors.

Article 20. Functions of the board of directors.

Article 21. Organisation and operation of the Management Board.

Article 22. Exclusive dedication.

Section 3. The Control Commission.

Article 23. The control commission.

Article 24. Vowels of the control committee.

Article 25. Requirements of the members of the control committee.

Article 26. Functions of the control commission.

Section 4.

Article 27. Remuneration.

Chapter III. Common provisions.

Section 1. Commission of the Management Board.

Article 28. Commission of investments.

Article 29. Commission of remuneration and appointments.

Article 30. Commission of social work.

Section 2. Corporate Governance.

Article 31. Corporate governance report and annual remuneration report.

Title II. From the banking foundations.

Chapter I. General provisions.

Article 32. Banking Foundation.

Article 33. Legal regime.

Chapter II. Transformation into banking foundations.

Article 34. Obligation to transform savings banks.

Article 35. Process for transforming savings banks.

Article 36. Procedure for the transformation of ordinary foundations.

Chapter III. Government of the banking foundation.

Article 37. Governing bodies.

Article 38. Employer.

Article 39. Composition of the board.

Article 40. Employers ' requirements.

Article 41. Chair of the Board.

Article 42. Director-General and Secretary of the Board of Trustees.

Chapter IV. Participation in credit institutions

Article 43. Financial participation management protocol.

Article 44. Financial plan.

Chapter V. Control Regime.

Article 45. Protectorate.

Article 46. Functions of the Banco de España.

Article 47. Sanctioning regime.

Chapter VI. Corporate governance obligations.

Article 48. Annual Corporate Governance Report.

Chapter VII. Tax regime for banking foundations.

Article 49. Tax regime.

Additional disposition first. Special foundations and ordinary foundations.

Additional provision second. Adaptation of savings banks.

Additional provision third. Application of the resources to the fulfilment of the purposes of the banking foundations.

Additional provision fourth. Continuity of the governing bodies.

Additional provision fifth. Mountains of piety.

Additional provision sixth. Denomination of ordinary foundations.

Additional provision seventh. Mergers of savings banks and transfer of registered office.

Additional disposition octave. Extensions of the participation of bank foundations in a credit institution.

Additional provision ninth. Early action, restructuring and resolution processes.

Additional provision 10th. Dividends on credit institutions controlled by a bank foundation.

Additional provision eleventh. Spanish Confederation of savings banks.

Additional disposition twelfth. Savings bank federations.

Additional disposition thirteenth. Amortization of participatory fees.

Additional disposition fourteenth. Live savings of savings banks.

Additional provision 15th. Name of credit institutions that have received their financial activity from savings banks.

Additional provision sixteenth. Foral regimes.

First transient disposition. Indirect exercise savings banks.

Second transient disposition. Temporary compatibility of counselors.

Repeal provision.

Final disposition first. Amendment of the Royal Legislative Decree 1175/1990 of 28 September, approving the Tariffs and the Instruction of the Tax on Economic Activities.

Final disposition second. Amendment of Law 37/1992 of 28 December of the Tax on Value Added.

Final disposition third. Amendment of the Recast Text of the Law on the Tax on Heritage Transmissions and Documented Legal Acts, approved by the Royal Legislative Decree 1/1993, of 24 September.

Final disposition fourth. Amendment of Law 50/2002, of December 26, of Foundations.

Final disposition fifth. Amendment of the Recast Text of the Corporate Tax Law, approved by the Royal Legislative Decree 4/2004 of 5 March 2004.

Final disposition sixth. Amendment of the Law 24/1988, of July 28, of the Stock Market.

Final disposition seventh. Amendment of Law 22/2003, dated July 9, Bankruptcy.

Final disposition octave. Amendment of the Royal Legislative Decree of 5 March, approving the recast of the Law on Local Government Law.

Final disposition ninth. Amendment of Law 9/2012 of 14 November of restructuring and resolution of credit institutions.

Final disposition tenth. Competitive titles.

Final disposition eleventh. Adaptation of the legislation of the Autonomous Communities on savings banks.

Final disposition twelfth. Regulatory enablement.

Final disposition thirteenth. Entry into force.

Article 1. Object.

This law aims to establish the basic legal status of savings banks and bank foundations.

TITLE I

From savings banks

CHAPTER I

General provisions

Article 2. Definition, purpose, and applicable regulations.

1. The savings banks are credit institutions of a foundational nature and social purpose, whose financial activity will mainly be oriented towards the collection of repayable funds and the provision of banking and investment services for clients. retailers and small and medium-sized enterprises.

Your scope of action will not exceed the territory of an autonomous community. However, this limit may be exceeded provided that a maximum of 10 border provinces are acted upon each other.

2. The social work of the savings banks may be addressed to the impositors, to the employees of the box itself and to groups in need, as well as to dedicate themselves for the purposes of public interest in their territory.

3. Without prejudice to the rules of the autonomous communities in which the savings banks have their registered office, they shall be governed, on a basic basis, as provided for in this Law and, as soon as they are applicable, in accordance with the provisions of the Text Recast of the Law of Capital Societies, approved by the Royal Legislative Decree 1/2010, of July 2, and other rules of the private law.

CHAPTER II

Governing Bodies

Article 3. Governing bodies.

1. The administration, management, representation and control of savings banks corresponds to the following governing bodies:

a) General Assembly.

b) Board of directors.

c) Control Commission.

Additionally, within the board of directors, the commissions of investments, remuneration and appointments and social work shall be constituted.

2. The components of the governing bodies shall exercise their functions for the exclusive benefit of the interests of the box and for the fulfilment of the purposes provided for in Article 2.2 of this Law. In particular, the members of the Board of Directors and the Directors-General or assimilated persons, as well as those responsible for the internal control functions and those who perform other key positions for the daily development of the activity of the entity, must meet the requirements of good repute, experience and good governance required by the legislation applicable to these effects to the members of the administrative organ and equivalent charges of the banks.

3. The exercise of the office of member of the governing bodies of a savings bank shall be incompatible with that of any elected political office and with any executive office in political party, business association or trade union.

4. The exercise of the office of member of the governing bodies of a savings bank shall also be incompatible with that of the High Office of the General Administration of the State, the Administration of the Autonomous Communities and the Local Administration, as well as the public or private sector entities, linked to or dependent on those entities. Such incompatibility shall be extended for the two years following the date of termination of the senior posts.

Section 1. The General Assembly

Article 4. Representation groups in the general assembly.

1. The general assembly, as the supreme organ of the savings bank, shall adequately reflect in its composition the interests of the founding entities, the impositors and the recipients of the social work.

Members of the general assembly will be referred to as general counsel.

2. The number of members of the general assembly shall be set by the statutes of each savings bank in accordance with a principle of proportionality according to its economic size between a minimum of 30 and a maximum of 150.

3. The representation of the interests referred to in paragraph 1 shall be in accordance with the wishes of the founder. In any case, the following limitations must be respected:

(a) The number of general advisers appointed by the impositors, in accordance with the procedure referred to in Article 5, shall not be less than 50% and not more than 60%.

(b) The number of general advisers appointed by public administrations and public law entities and corporations, if any, shall not exceed 25% of the total.

(c) The number of general counsellors appointed by the workers, if any, shall not exceed 20%.

(d) The number of general counsellors appointed by the representative bodies of collective interest shall not exceed 20%, if any.

4. The President of the Administrative Board shall be chaired by the General Assembly and shall act as Vice-Chair or Vice-Presidents, if any, who are the members of the Board, the Secretary of which shall exercise the corresponding duties on both bodies.

In the absence of the president and vice-presidents, the assembly shall appoint one of its acting chairman members to address the session in question.

Article 5. General counsellors elected on behalf of the impositors.

1. The general counsellors for this sector in the box will be distributed by constituencies, which may be provincial, regional, municipal or large capital districts. The distribution of the number of members per constituency shall be made in proportion to the number of deposits collected by the cash-in-hand.

2. Of the general advisers for each constituency, at least half will be allocated to the shift of large numbers. In this shift, the impositors who have maintained the largest average deposits in the district during the last two years prior to the renovation will be appointed.

3. The other general advisers will be chosen by the system of committers, which will be appointed from among the impositors of the constituency by means of a drawing before a notary public. The number of undertakings to be appointed shall be in proportion to the number of general advisers to be chosen, without the proportion being less than 10 to 1. Each commitment shall not be more than one constituency.

4. The determination of the constituencies and the number of commitments to be chosen by each of them will be reviewed by the control committee, within six months prior to the start of the renewal process.

5. The autonomous communities and savings banks shall take the necessary measures to ensure the independence of the general advisers representing the group of impositors with respect to other groups.

The savings banks will have to send to the Banco de España an annual report setting out the measures taken to guarantee the independence of the general advisers of this group. This report shall be drawn up by the Committee on Control and High to the General Assembly, which shall vote on it as a separate item on the agenda.

6. Without prejudice to Article 11 (2) of this Law, the renewal of the general counsellors elected on behalf of the impositors shall be done by halves each period of time resulting from the division of his statutory term of office between two.

Article 6. Representation of Local Entities.

Local Entities that are the founders of savings banks that operate wholly or in part in the same scope of action as another box may not appoint representatives in the latter.

Article 7. Representation of the founding persons or entities.

General advisors representing the persons or entities that are the founders of the boxes, whether public or private, shall be directly appointed by the person or entity.

Article 8. Employee representation.

1. The general members ' representatives shall be elected, where appropriate, by means of a system proportional to the legal representatives of the employees. Candidates shall have at least two years ' seniority in the template.

2. The general advisers representing the employees will have the same guarantees as those established for the legal representatives of the workers in article 68,c) of the recast of the Law of the Workers ' Statute, approved by Royal Legislative Decree 1/1995 of 24 March.

Article 9. Requirements of the general counsellors.

General counselors must meet the following requirements:

a) Being a natural person, with habitual residence in the region or activity zone of the savings bank.

b) Being older and not being incapacitated.

c) Be aware of the obligations that they would have incurred with the savings bank themselves or on behalf of other persons or entities.

d) Not to be incourseable in the incompatibilities governed by Article 10 of this Law.

Additionally, in the case of being elected on behalf of the group of the impositors, the directors must have the condition of impositor of the savings bank to which the designation of an age of more than two refers years at the time of the election. They shall also have an average balance in accounts not less than that determined by the rules implementing this Act.

Article 10. Incompatibility of the general advisers.

They will not be able to hold the general counsel position:

(a) Presidents, directors, directors, directors, managers, advisors or assimilated persons of another credit institution or of corporations or entities that advocate, maintain or guarantee credit institutions or establishments or financial, or persons at the service of the General Administration of the State or of the Autonomous Communities carrying out functions directly related to the activities of the savings banks. Except as provided for in this letter, those who hold positions in other credit institutions on behalf of the box or promoted by it.

(b) Those who are linked to the savings bank or to a company in the capital of which that capital is involved in works, services, supplies or other paid work, with the exception of those who are linked to the box by employment relationship, during the period in which the respective relationship is maintained and two years later, at least, computed from its extinction.

c) Those who, by themselves or on behalf of other persons or entities:

1. No, at the time the charges are chosen, due and payable debts of any kind against the entity.

2. During the exercise of the office of counsel they would have incurred the non-performance of the obligations contracted with the cash-in-hand for loans or loans or for non-payment of debts of any kind in relation to the entity.

Article 11. Mandate and renewal of the general advisers.

1. The Directors-General shall be appointed for a period which shall be as laid down in the Statutes, without being less than four years and not more than six years, in terms of the laws of the Autonomous Communities. However, the statutes may provide for the possibility of re-election if they continue to comply with the requirements laid down in Article 9 of this Law.

2. The renewal of the general advisers may not entail a total renewal or partial renewal which may be treated as the total given the renewed percentage or the temporary proximity between renewals and shall in any event be carried out in compliance with the proportionality of the representations that make up the general assembly.

Article 12. Irrevocability of appointment of general advisers and limitations on recruitment.

1. As long as the time limit for which they were appointed has not been met, and outside the cases of resignation, death or death or legal absence, the appointment of the general advisers shall be irrevocable except, exclusively, in the presumed incompatibility, loss of any of the conditions required for the designation or separation agreement adopted by the general assembly if fair cause is appreciated.

It will be understood that there is a fair cause when the general counsel fails to fulfill the duties inherent in his or her position or to prejudice with his or her performance, public or private, the prestige, good name or activity of the box.

2. Those who have held the status of a member of a governing body of the savings bank may not conclude with the same contracts for works, supplies, services or paid work for a period of at least two years from the date of (a) to the competent authority, without prejudice to the continuity of the employment relationship in the case of the employees of the box designated by the representation group referred to in Article 8 of this Law.

Article 13. Functions of the general assembly.

Without prejudice to the general powers of government, the following functions are particularly relevant to the general assembly:

(a) The appointment of the members of the Board of Directors and the members of the Board of Directors, the remuneration and appointments committee and the social work committee, as well as the adoption of the separation of the charge that corresponds in accordance with the provisions of Article 19 of this Law.

b) The approval and modification of the statutes and regulations.

c) The dissolution and liquidation of the entity, its merger or integration with others and its transformation into an ordinary or banking foundation.

d) Define annually the general lines of the entity's action plan, so that it can serve as a basis for the work of the management board and the control committee.

e) The approval, where appropriate, of the management of the management board and the annual accounts.

f) The creation and dissolution of social works, as well as the approval of their annual budgets and the management and liquidation of them.

g) Any other matters that are subject to their consideration by the bodies empowered to do so.

Article 14. Organisation and operation of the general assembly.

1. General assemblies may be ordinary or extraordinary.

Ordinary assemblies will be held once a year. For their part, the extraordinary assemblies will be held as many times as they are expressly called.

The general assembly shall be convened by the board of directors by means of a notice published in the "Official Gazette of the Commercial Register" and in the electronic address of the box, at least fifteen days in advance. The call shall express the date, place and order of the day, as well as the date and time of the second call.

The statutes may establish, in place of the previous system, that the call be made by means of a notice published on the website of the box, or by any means of communication, individual and written, which ensure the receipt of the announcement by all the general counsellors.

The general assembly will be validly constituted on first call when the general councilors present hold, at least, 50 percent of the voting rights. The constitution on second call will be valid whatever the number of assistants. General advisers may not be represented by another counsellor or by third person, whether physical or legal.

2. The general assembly agreements shall be adopted as a general rule by simple majority of votes of the concurrent. The approval and modification of the statutes and the regulation of the box, the dissolution and liquidation of the entity, its merger or integration with other entities and its transformation into an ordinary or banking foundation, will in any case require the assistance of general advisers representing the majority of voting rights. In addition, a favourable vote of at least two-thirds of the voting rights of the assistants will be required.

Each general counsel will have the right to one vote, giving the meeting the vote of quality. The validly adopted agreements require all general counsel, including dissidents and absent.

Section 2. The Administrative Board

Article 15. The board of directors.

1. The board of directors is the body entrusted with the administration and financial management, as well as that of the social work of the savings bank, for the fulfilment of its purposes.

The Management Board should establish appropriate operating rules and procedures to facilitate all its members to be able to meet their obligations at all times and to assume the responsibilities that they have. correspond to the rules for the management and discipline of credit institutions and the other provisions that apply to savings banks.

2. The number of members of the administrative board may not, in accordance with a principle of proportionality, be based on the economic size of the savings bank, be less than five or more than 15.

3. The majority of the members of the board of directors shall be independent vowels. Its designation will require a favorable report from the remuneration and appointments commission, which will need to take into account national and international practices and standards on corporate governance of credit institutions.

For the purposes of this Law, the general counsel may not be independent vowels.

Article 16. Choice of board of directors.

1. The members of the board of directors shall be elected by the general assembly in the manner that they determine the statutes.

2. Proportional representation may be admissible in any case, with the general advisers being able to group together to appoint as many members of the board as the whole part of dividing the number of grouped by the resulting ratio. to divide the total number of general advisers by the number of members of the board of directors who are not to be independent. In this case, the members of the group may not participate in the election of the other members of the board of directors.

Article 17. Members of the Board of Directors.

1. The members of the board of directors shall meet the same requirements as set out in Article 9 of this Law in respect of general advisers.

2. In accordance with Article 3.2 of this Law, the members of the Board of Directors shall meet the requirements of good repute, experience and good governance required by the legislation applicable to the members of the Board of Directors. (a) the management body and equivalent charges of the banks.

Article 18. Causes of incompatibility.

1. They shall constitute grounds of incompatibility for the exercise of the voice of the board of directors of the savings banks:

(a) Those laid down in Article 10 of this Law with respect to general counsel.

b) Belong to the board of directors or equivalent body of more than four commercial companies or cooperative entities. For this purpose, the posts held in an administrative board or equivalent body in which the persons concerned, their spouse, ascendants or descendants, together or separately, are the owners of a number of equal shares or above the quotient of dividing the share capital by the number of members of the board of directors. The same rule applies to cases of legal representation of minors, absent or incapacitated. In any case, the total number of councils may not exceed eight.

2. The members of the boards of directors, as well as their spouses, ascendants or descendants, and the companies in which they are mainly involved in the capital, either in an isolated or joint manner, or in which the President, adviser, administrator, manager, general manager or similar functions, may not obtain credits, guarantees or guarantees from the respective box or dispose of the same goods or securities of their property or issued by such entities without there is agreement of the board of directors of the box and express authorization of the Bank of Spain and the respective autonomous community. This prohibition shall not apply to staff representatives, for whom the granting of loans shall be governed by the labour agreements, following a report by the supervisory board and the Banco de España.

Article 19. Mandate of the members of the board of directors.

1. The duration of the term of office of the board of directors shall be as laid down in the statutes, without being less than four years and not more than six years.

However, the statutes may provide for the possibility of reelection of the vowels provided that the same conditions, requirements and formalities are met as in the appointment.

Independent vowels will not be able to hold this condition for a period of more than twelve years.

2. The procedure and conditions for the renewal, re-election and provision of vowel vacancies will be determined in the rules that this Law will develop, without any provisional appointments being made.

3. In any case, the appointment and re-election of vowels will be communicated to the Ministry of Economy and Competitiveness, the Banco de España, and the respective autonomous community, for their knowledge and constancy.

Article 20. Functions of the board of directors.

1. The Board of Directors shall be the representative of the savings bank for all the acts included in the social object thereof, as defined in its statutes.

2. The exercise of their powers shall be governed by the provisions of the statutes and the agreements of the general assembly.

3. In any event, the Council will, as the key objectives, assume the approval of the savings bank strategy and the precise organisation for its implementation, as well as the monitoring and control of compliance with the stated objectives and respects the object and social interest of the entity.

Article 21. Organisation and operation of the Management Board.

1. The Board of Directors shall appoint, from among its members, the President of the Board, which shall in turn be from the savings bank and the General Assembly. You may also choose one or more Vice-Presidents and a Secretary, who may or may not be a counselor.

2. The council shall meet as many times as necessary for the good march of the entity. It may act in full or delegate functions, with the exception of those relating to the lifting of proposals to the general assembly or in the case of powers specially delegated to the council, unless expressly authorised for this purpose.

The agreements will be adopted by a majority of the members of the audience, and the meeting will be attended by the members of the meeting. The statutes may provide for those matters for which a qualified majority is required.

3. The deliberations of the Administrative Board shall be secret.

4. Members of the board of directors who are not general advisers shall attend the general assemblies with a voice and without a vote.

Article 22. Exclusive dedication.

The exercise of the office of executive chairman of the board of directors of a savings bank requires exclusive dedication and will therefore be incompatible with any paid activity of both public and public nature. private, with the exception of the administration of the assets itself and those activities which it carries out on behalf of the box. In the latter case, the income which they obtain, other than allowances for assistance to boards of directors, or other compensation for the same purpose, must be transferred to the box on whose behalf the activity or representation is carried out, or deducted of the remuneration perceived in the same.

Section 3. The Control Commission

Article 23. The control commission.

The control commission is intended to supervise the electoral procedure and the social work of the boxes, in addition to those other functions that could be attributed to the board of directors, within the the general lines of action identified by the general assembly and the guidelines issued by the financial regulation.

The number of vowels in the control commission may not be less than three or more than seven.

Article 24. Vowels of the control committee.

1. The vowels of the control commission shall be elected by the general assembly of persons who, by bringing together the appropriate knowledge and experience referred to in Article 17.2 of this Law, do not have the status of members of the board of directors of the administration. At least half of the vowels must be independent.

The submission of applications shall be made in accordance with the provisions of the members of the Management Board.

The proportional representation system provided for in Article 16.2 of this Law shall also be applicable in relation to the election of the members of the control committee.

2. The supervisory board shall appoint the chairman from among its independent vowels.

3. Whenever the control committee so requires, the chairman of the board of directors shall attend the meetings with a voice and without a vote.

Article 25. Requirements of the members of the control committee.

The vowels of the control commission must meet the same requirements and have the same incompatibilities and limitations as the members of the board of directors.

Article 26. Functions of the control commission.

1. In order to comply with its objectives, the monitoring committee shall have the following tasks assigned:

a) To monitor the process of election and appointment of the members of the governing bodies.

b) Report to the general assembly on the budgets and endowment of the social work, as well as to monitor the compliance of the investments and expected expenses.

c) Propose to the general assembly the suspension of the effectiveness of the agreements of the board of directors of the entity when they understand that they violate the provisions in force or seriously affect the patrimonial situation, results, or credit from the savings bank or its impositors or clients.

d) The analysis of the economic and financial management of the institution, raising the Bank of Spain, the autonomous community and the general assembly half-yearly information about it.

e) Study of the audit of accounts summarizing the management of the exercise and the consequent elevation to the general assembly of the report that reflects the examination performed.

f) Report on specific issues or situations at the request of the General Assembly, the Bank of Spain and the Autonomous Community.

g) Require the president to convene the general assembly on an extraordinary basis, in the case provided for in point (e).

(h) Where appropriate, those provided for in the additional 18th of the Law 24/1988 of 28 July of the Stock Market, except where a committee of audit has been set up for that purpose.

2. For the performance of these tasks, the management board may be required to obtain the necessary background and information.

Section 4

Article 27. Remuneration.

The exercise of the functions of the members of the governing bodies of the savings banks other than those of general counsel of the general assembly may be paid. The general assembly shall be responsible for determining such remuneration, without prejudice to the provisions of Article 29 of this Law.

CHAPTER III

Common Provisions

Section 1. First Commissions of the Management Board

Article 28. Commission of investments.

1. The Board of Directors of the savings banks shall set up an investment committee within the Board, which shall be responsible for informing the Council of the investments and divestitures of a strategic and stable nature to be carried out by the cash- directly or through entities in the same group, as well as the financial viability of the aforementioned investments and their adequacy to the entity's strategic plans and budgets. The number of members of the investment committee shall not be less than three or more than seven.

The members of the committee shall be appointed by the general assembly of the members of the board of directors, taking into account their technical capacity and professional experience. The chair of the committee shall be an independent vowel.

An annual report shall be sent to the Management Board by the Investment Committee, which shall include at least a summary of these investments. It shall also be included in the annual report on the relationship and meaning of the reports issued by the Commission. This annual report from the investment commission will be incorporated into the entity's Corporate Governance Report.

2. The acquisition or sale of any significant participation of any listed company or the participation in business projects involving the participation in the management or in government bodies shall be understood as strategic. of other entities.

It shall also be construed as stable investments in respect of those that are estimated to be maintained for at least five years.

3. The operating system of the investment commission shall be established by the statutes of the box and its own rules of procedure.

Article 29. Commission of remuneration and appointments.

1. The Board of Directors of the savings banks shall be a commission of remuneration and appointments which shall have the following functions:

(a) Inform the general policy of remuneration and incentives for members of the board of directors and the supervisory board and other management staff and ensure compliance with such policy.

b) Ensure compliance with the requirements of this Law for members of its board of directors and its directors-general or assimilated persons, and persons who assume internal control or occupy functions key positions for the daily development of banking activity.

2. The commission shall consist of a minimum of three persons and a maximum of seven, chosen by the general assembly from among those who have the status of members of the board of directors. At least half of the vowels, and in any case their president, will be independent.

3. The system of operation of the remuneration and appointments committee shall be established by the statutes of the box and its own rules of procedure, which may confer the functions provided for in points (a) and (b) of paragraph 1 to a committee of remuneration and other appointments respectively, to which this Article shall apply, except as regards the number of members which shall be in that case for three for each of them.

Article 30. Commission of social work.

1. In order to ensure compliance with the social work of the savings bank, a social work commission will be set up.

2. The commission shall be composed of members of the board of directors appointed by the general assembly.

Section 2. Corporate Governance

Article 31. Corporate governance report and annual remuneration report.

1. Savings banks must make a corporate governance report and a remuneration report a year on a yearly basis.

Annual reports on corporate governance and on remuneration of securities issued for securities admitted to trading on official securities markets shall be communicated to the National Securities Market Commission, accompanying copies of the documents in which they consist. The National Securities Market Commission shall transmit copies of the reports communicated to the Banco de España and the competent bodies of the Autonomous Communities.

Annual reports on corporate governance and on the remuneration of the funds that do not issue securities admitted to trading on official securities markets will be communicated to the Banco de España, accompanying copies of the documents in which they consist. The Banco de España shall transmit copies of the reports communicated to the National Securities Market Commission and to the competent bodies of the Autonomous Communities.

For savings banks that issue securities admitted to trading on official stock markets, the reports will be published as relevant. In any case, the reports shall be published by telematic means by the entities concerned.

2. The content and structure of the annual corporate governance report of savings banks issuing securities admitted to trading on official securities markets shall provide, taking into account the legal nature of such entities, a detailed explanation of the structure of the entity's governance system and its functioning in practice.

In any case, the minimum content of the corporate governance report will be as follows:

(a) The entity's management structure, with information on the remuneration received by the management board, the control committee, the investment committee, the remuneration and appointments commission, the (a) social work, the executive commission, where appropriate, taking into account both the allowances for assistance to the said bodies and the salaries to be paid for the performance of their duties, as well as the remuneration similar to the previous and the (a) obligations incurred in respect of pensions or the payment of life insurance premiums. All types of remuneration received by members of the governing bodies and management staff, arising from participation in the representation of savings banks in listed companies or in other entities in which they are held, shall also be included. the box has a significant presence or representation, representing the savings bank.

(b) Credit, guarantee or guarantee operations carried out either directly or through entities that are endowed, assigned or involved, with the members of the board of directors and the supervisory board of the savings banks; and first-degree family members, and with undertakings or entities with which the former are in one of the situations referred to in Article 42 of the Trade Code. In particular, the description of the terms of the transaction, including financial terms, should be stated.

(c) Credit, guarantee or guarantee operations carried out either directly or through entities endowed, assigned or participating, with the political groups that have representation in the local corporations and in the Assemblies Regional and local authorities who have participated in the electoral process. In particular, the description of the terms of the transaction, including financial terms, should be stated.

In addition, it should be made explicit, in case of claims, the situation of the same, referring to the amount to be satisfied, the time limits to be satisfied, and the assumptions and conditions in which, if any, or the cancellation of the remaining debt can be produced.

(d) Credit operations with public institutions, including territorial public authorities, that have appointed general advisers.

(e) Remuneration received for the provision of services to the cashier or to the entities controlled by the members of the Management Board and the Commission for the Control of Savings and Personnel Boxes manager.

(f) Business structure and relationships within its economic group, with reference to the intra-group transactions and related transactions of the entity with the members of the management board, control committee, remuneration and appointments and commission of investments and other senior management staff.

g) Risk control systems.

h) Functioning of government bodies, with detailed explanation of the system of government and administration of the entity, in particular in relation to the taking of business interests, either directly or by entities provided, assigned or engaged.

i) Conflicts of interest between members of the governing bodies of savings banks and the social function of the Fund.

j) A description of the main characteristics of the internal control and risk management systems in relation to the process of issuing regulated financial information.

The Minister of Economy and Competitiveness is empowered to determine, with respect to the minimum set out in the previous paragraph, the content and structure of the annual corporate governance report of savings banks, and, with their express rating, to the National Securities Market Commission in the case of savings banks issuing securities admitted to trading on official stock markets.

Savings banks that do not issue securities admitted to trading on official securities markets will adjust the content of the corporate governance report, with the corresponding adaptations as non-issuing entities, to the the provisions of this Law, its implementing rules, and the models and forms which, where appropriate, are established for savings banks which issue securities admitted to trading on official securities markets. For these purposes, the Bank of Spain is empowered to make such adjustments as may be considered appropriate.

3. The annual report on the remuneration of the members of the Management Board and the Committee of Control of Savings Banks which issue securities admitted to trading on official stock markets shall include complete, clear and complete information. (a) understandable on the remuneration policy of the approved entity for the current year, as well as, where appropriate, the forecast for future years. It shall also include a comprehensive summary of how the remuneration policy was applied during the financial year, as well as the details of the individual remuneration payable by each of the members and members of the supervisory board.

The annual report on the remuneration of the members of the board of directors and the control committee, the policy of remuneration of the approved society for the current year, the one planned for future years, the summary As a result of the application of the remuneration policy during the financial year, as well as the details of the individual remuneration payable by each of the members, it shall be published and put to the vote as a separate point of view. of the order of the day, to the general assembly.

The Minister of Economy and Competitiveness or, with his express rating, the National Securities Market Commission, will determine the content and structure of the remuneration report that may contain information, among others. questions, on: the amount of fixed components, the variable remuneration concepts and the criteria for the performance chosen for their design, as well as the role played, where appropriate, by the remuneration committee; and appointments.

Savings banks that do not issue securities admitted to trading on official securities markets will adjust the content of the remuneration report, with the corresponding adaptations as non-issuing entities, to the the provisions of this Law, its implementing rules, and the models and forms which, where appropriate, are established for savings banks which issue securities admitted to trading on official securities markets. For these purposes, the Bank of Spain is empowered to make such adjustments as may be considered appropriate.

4. Without prejudice to the penalties to be imposed for the lack of referral of the documents or reports to be sent, it is for the National Securities and Exchange Commission and the Banco de España, in the field of its powers, to monitoring of the corporate governance rules of the boxes, to which effect they will be able to collect as much information as they require, as well as to make public the information that they consider relevant on the effective degree of compliance with the rules of the corporate governance of the entity.

5. The lack of preparation or publication of the annual corporate governance report or the annual report on remuneration of savings banks issuing securities admitted to trading on official stock markets, or the existence of such securities report of omissions or false or misleading data, shall be considered as a serious infringement for the purposes of Article 100.b of the Law 24/1988 of 28 July of the Stock Market.

6. In the case of savings banks that do not issue securities admitted to trading on official securities markets, the lack of preparation or publication of the annual corporate governance report or the annual remuneration report, or the existence in such a report of omissions or false or misleading data, shall be considered to be a serious infringement of the effects provided for in Law 26/1988 of 29 July on Discipline and Intervention of Credit Entities.

TITLE II

From banking foundations

CHAPTER I

General provisions

Article 32. Banking Foundation.

1. A bank foundation shall mean a bank holding a holding in a credit institution that reaches, directly or indirectly, at least 10% of the capital or voting rights of the institution, or which allows it to appoint or remove any member of your administrative body.

2. The banking foundation shall have a social purpose and direct its principal activity to the attention and development of the social work and to the proper management of its participation in a credit institution.

3. The term 'bank foundation' shall be entered in the name of the banking foundation.

Where appropriate, bank foundations may use in their social denomination and in their activity the names of the savings banks from which they come.

Article 33. Legal regime.

The banking foundations will be subject to the legal regime provided for in this Law and, in an additional manner, either to the 50/2002 Law of 26 December, of Foundations, or to the autonomous regulations that will be applicable.

CHAPTER II

Transformation into Banking Foundations

Article 34. Obligation to transform savings banks.

1. The savings banks shall, in the cases provided for in the following paragraph, transfer all assets to their financial activity to another credit institution in exchange for shares of the credit institution and shall proceed to their conversion into a banking foundation, in case of compliance with the requirements of Article 32 of this Law, or ordinary foundation otherwise, with loss, in either case, of the authorization to act as a credit institution.

2. The assumptions referred to in the preceding paragraph shall be as follows:

a) That the value of the consolidated total asset of the savings bank, according to the last audited balance sheet, exceeds the figure of ten billion euros; or,

b) That their share in the market for deposits in their territorial scope of action is greater than 35 percent of the total deposits.

3. Where the institution belongs to a group on the basis of any of the criteria laid down in Article 42 of the Trade Code, the assumptions referred to in the preceding paragraph shall relate to the balance sheet and consolidated accounts and the Transformation obligation will affect all savings banks in the group, which can be transformed into as many foundations as boxes.

Article 35. Process for transforming savings banks.

1. In the cases provided for in Article 34 of this Law, the general assembly of the box shall adopt the processing arrangements in the banking or ordinary foundation, as appropriate, with the approval of its statutes, the designation of its employer and determination of the assets or rights deriving from the savings bank's assets that will be affected by the funding.

2. Processing agreements in banking or ordinary foundation, as appropriate, shall be concluded within six months of the date of verification of compliance with any of the assumptions provided for in Article 34 of this Law, without the savings bank having returned to the previous situation, through the implementation of a return plan, authorised for that purpose by the Banco de España. The following shall be understood as the time when the auditors submit their audit report on the annual accounts of the institution or, where appropriate, the consolidated annual accounts, in respect of the accounting year in which it is disclosed compliance with any of the expected assumptions.

The return plan referred to in the preceding paragraph shall contain a description of the actions envisaged for the savings bank to return to a situation in which its transformation into a banking foundation is not required. and a forecast of the time limits for the adoption of such actions, which may not exceed three months.

3. After the period of six months without the date of the said transformation, the direct dissolution of all the organs of the savings bank and the reduction in the special register of credit institutions of the Banco de España shall occur. transformed into a banking or ordinary foundation, as appropriate. The lack of transformation into a bank foundation within the time limit provided for in this article will constitute a very serious infringement in accordance with the provisions of Law 26/1988 of July 29 on Discipline and Intervention of Credit Entities.

Without prejudice to the foregoing, the protectorate of the banking foundation shall appoint a management commission for the purposes of approving the statutes, appointing the employer, determining the assets or rights deriving from the assets of the bank. savings that will be affected by the funding and adopt all acts or agreements necessary to materialize the transformation that has occurred, in compliance with the applicable regulations.

4. The segregation of the financial activity shall be governed by the provisions of Law No 3/2009 of 3 April on structural modifications of commercial companies.

5. The transformation of savings banks into the terms provided for in this Article shall not require any subsequent administrative authorisation.

Article 36. Procedure for the transformation of ordinary foundations.

1. Ordinary foundations that acquire a stake in a credit institution that reaches, directly or indirectly, at least 10 percent of the capital or voting rights of the entity, or that allows it to appoint or remove any Member of your administrative body should be transformed into banking foundations.

2. In the case provided for in the preceding paragraph, the employer shall adopt the conversion agreements into a banking foundation, with the approval of its statutes and the designation of its new employer.

3. The transformation agreement in banking foundation will be communicated to the protectorate, who must ratify it within two months and can only be opposed for reasons of legality. In any event, the conversion agreement into a banking foundation shall be made within a period of six months from the date on which the acquisition of the participation provided for in paragraph 1 of this Article is formalised.

4. After the previous period without the aforementioned transformation, the extinction of the foundation and the opening of the winding-up procedure, which will be carried out by the Foundation's Patronato under the control of the protectorate.

5. Without prejudice to the foregoing paragraph, the lack of conversion into a bank foundation within the time limit laid down in this Article shall constitute a very serious infringement in accordance with the provisions of Law 26/1988 of 29 July on Discipline and Intervention by the Credit Entities.

CHAPTER III

Banking Foundation Government

Article 37. Governing bodies.

The governing bodies of the banking foundations shall be the board of directors, the commissions delegated from it which provide for the statutes, the director-general and the other delegated or proxy bodies of the board of trustees which, if necessary, provide for the its statutes in accordance with the general regulations of foundations.

Article 38. Employer.

The board of trustees will be the highest governing body and representation of the banking foundations. It is up to the employer to fulfill the foundational goals and to diligently administer the assets and rights that make up the foundation's heritage.

The Board of Directors will also be responsible for monitoring, monitoring and reporting to the Banco de España.

Article 39. Composition of the board.

1. The number of members of the Board of Trustees shall be that which shall lay down the statutes of the foundation, in accordance with a principle of proportionality according to the volume of its assets. In no case may it be more than fifteen.

2. Employers shall perform their duties in the sole interests of the interests of the banking foundation and the fulfilment of their social function.

3. The employers shall be natural or legal persons relevant to the scope of the social work of the banking foundation, and must belong to one of the following groups:

(a) Founding persons or entities, as well as long-tradition cash in the cash or savings banks, where appropriate, where appropriate, the assets of the banking foundation.

b) Entities representing collective interests in the scope of the banking foundation's performance or its recognition.

(c) Private, natural or legal persons who have contributed significantly to the banking foundation or, where appropriate, to the savings bank of origin.

(d) Independent persons of recognized professional prestige in matters related to the fulfilment of the social purposes of the banking foundation, or in sectors other than financial, in which the foundation Bank has relevant investments.

e) Persons with specific knowledge and experience in financial matters, who will have to integrate the employer into the percentage provided by the law of development of this Law, and whose presence will be representative and increasing depending on the level of participation in the credit institution concerned.

The Board of Trustees must have at least one representative of the groups (a), (b), (d) and (e) above and, provided that it is possible to identify a significant contribution within the 15 years preceding the establishment of the (a) the employer, at least with a representative of the group (c). For these purposes, a significant contribution shall be understood to represent more than 5% of the foundation's own resources.

4. The number of employers representatives of public administrations and public law entities and corporations shall not exceed 25% of the total.

Article 40. Employers ' requirements.

1. Employers must meet the requirements of commercial and professional good repute, in terms that determine the rules for the development of this Law.

2. Employers shall have the specific knowledge and experience for the performance of their duties.

The employers provided for in Article 39.3 (e) of this Law shall bring together the knowledge and experience provided for in Article 17.2.

3. The causes of incompatibility provided for in Article 3 (3) and (4) of this Law shall apply to employers.

Likewise, the status of employer shall be incompatible with the performance of equivalent charges in the bank of which the banking foundation is a shareholder, or in other entities controlled by the banking group.

The statutes may determine other requirements and incompatibilities applicable to employers, as well as rules governing potential conflicts of interest.

4. Employers shall carry out their duties free of charge, without prejudice to the right to be reimbursed for the duly justified costs incurred by the employer in the performance of his duties.

By way of derogation from the preceding paragraph, the employer may set appropriate remuneration for those employers who provide the banking foundation with services other than those involving the performance of the tasks which they are required to perform. correspond as members of the board of trustees, subject to the authorization of the protectorate.

5. The statutes of the banking foundations shall regulate the processes of designation of the employers and the number and duration of their mandates. In any event, as long as the mandate has not been fulfilled, the appointment of the employers shall be irrevocable, except exclusively in the cases of incompatibility of the event, loss of any of the conditions required for the designation or agreement the separation adopted by the board of trustees if it is appreciated fairly.

The employers belonging to the group provided for in Article 39.3 (d) of this Law may not exercise more than two consecutive terms of office and, in any case, for a period exceeding 12 years.

Article 41. Chair of the Board.

The board of trustees will appoint a president from among its members, to whom the highest representation of the banking foundation will correspond. The statutes shall determine the arrangements applicable to the chair of the board.

Article 42. Director-General and Secretary of the Board of Trustees.

1. The Director-General shall be appointed by the Board of Trustees and shall attend the meetings of the Board with a voice and without a vote. The position of director-general shall be incompatible with that of the member of the board of directors, but shall be subject to the requirements and incompatibilities provided for in Article 40 of this Law.

2. The employer shall appoint a secretary, who may or may not be a patron, in which case he shall have a voice but no vote, to whom the certification of his agreements shall be.

CHAPTER IV

Participation in credit institutions

Article 43. Financial participation management protocol.

1. Banking foundations holding a share of 30% or more of the capital in a credit institution or allowing them to control the capital by applying any of the criteria of Article 42 of the Trade Code develop, individually or jointly, a financial participation management protocol that will at least regulate the following aspects:

(a) The basic strategic criteria governing the management by the banking foundation of its participation in the participating credit institution.

b) Relations between the bank foundation's board and the governing bodies of the participating credit institution, including, among others, the criteria governing the election of directors, who will have to respect the principles of good repute and professionalism provided for in Article 3.2 of this Law.

(c) The general criteria for the conduct of operations between the banking foundation and the participating entity and the mechanisms envisaged to avoid potential conflicts of interest.

The management protocol will be drawn up by the bank of the banking foundation, within two months of its constitution, and sent to the Banco de España for approval within one month, who will assess it in the framework of the of its powers as the authority responsible for the supervision of the participating credit institution and, in particular, assessing the influence of the banking foundation on the sound and prudent management of that institution, in accordance with the criteria established in the scheme of significant shareholdings provided for in Law 26/1988 of 29 July 1988, on Discipline and Intervention of the Credit Entities. The Bank of Spain shall review, at least annually, the content of the management protocol.

The protocol shall be made public on the website of the foundations and the credit institution and, where appropriate, by the relevant relevant fact.

2. For the purposes of this Title, it shall be understood as a single participation of all foundations, ordinary or banking, acting in a concerted manner within the same credit institution, in which case they shall comply with the obligations laid down in the this chapter together.

3. The Bank of Spain shall specify the minimum content of the financial participation management protocol.

Article 44. Financial plan.

1. The banking foundations referred to in Article 43 of this Law will have to submit annually to the Banco de España for approval a financial plan in which they determine how they will cope with the possible capital requirements. the entity in which it is involved and the basic criteria of its investment strategy in financial institutions. The initial financial plan shall be submitted to the Bank of Spain within the maximum period of three months from the establishment of the banking foundation.

2. The Bank of Spain shall assess the financial plan in the framework of its powers as the authority responsible for the supervision of the participating credit institution and, in particular, taking into account the possible influence of the banking foundation on the sound and prudent management of the said entity, in accordance with the criteria laid down in the system of significant participations provided for in Law 26/1988 of 29 July on Discipline and Intervention of Credit Entities.

3. In the case of banking foundations holding a share of 50% or more in a credit institution or allowing them to control it in accordance with Article 42 of the Trade Code, the financial plan shall be Additionally accompanied by:

(a) A plan for diversification of investments and risk management, which shall in any event include commitments to investment in assets issued by the same counterparty, other than those that are high liquidity and solvency, do not exceed the maximum percentages on the total assets, in the terms established by the Banco de España. To fix these percentages, account shall be taken of the liquidity and solvency of the entities in which the investment is made by the foundation, as well as the risk of concentration in each counterparty or sector of activity.

The Banco de España will develop calculation methods and ways of applying this percentage.

(b) The allocation of a reserve fund to deal with the possible needs of the credit institution's own resources that cannot be covered by other resources and which, in the view of the Banco de España, could in danger of the fulfilment of its solvency obligations.

To this end, the financial plan shall contain a schedule of minimum allocations to the reserve fund up to the target volume which, in order to ensure the sound and prudent management of the participating entity, determines the Bank of Spain based, among others, on the following factors:

1. The needs of own resources foreseen in the financial plan;

2. The value of the risk-weighted assets of the investee entity and the volume of the bank foundation's participation in the entity;

3. º If the entity's shares are admitted to trading on an official secondary stock market;

4. The level of concentration in the financial sector of the investments of the banking foundation.

The reserve fund thus constituted shall be invested in high liquidity and credit quality financial instruments, which shall be at all times fully available for use by the foundation.

The Banco de España will develop the assumptions and the way in which the banking foundation should make use of these funds to meet the solvency needs of the participating entity. In any event, the reserve fund should be used provided that there has been a significant decrease in the equity of the investee, which, in the view of the Banco de España, could endanger compliance with the the solvency rules of the institution. It shall also circulate assets that may be considered as high liquidity and high credit quality for the purposes of this Article.

Notwithstanding the foregoing, the financial plan of the banking foundation will not require the establishment of the reserve fund provided that a disinvestment programme is incorporated into the diversification plan that includes in detail the measures to be implemented by the foundation to reduce its share of the credit institution below the level referred to in the first subparagraph of this paragraph within a maximum of five years. This program, which will have a reserved character, will be approved by the Banco de España, which will supervise its compliance and may require any information it deems relevant to the foundation. In the event of non-compliance, the Banco de España may require the banking foundation to submit within a maximum of 20 days a modification of the financial plan which shall include the establishment of a reserve fund in accordance with the provisions of the this article. This obligation shall be without prejudice to the application, where appropriate, of Article 47 of this Law.

(c) Any other measure which, in the judgment of the Bank of Spain, is deemed necessary to ensure the sound and prudent management of the investee credit institution and the ability of the credit institution to comply in a durable manner with the management and discipline that apply to you.

4. The Bank of Spain, in order to ensure the sound and prudent management of the participating entity, shall specify the minimum content of the financial plan, in accordance with the criteria set out in this Article. The financial plan shall contain at least the following:

(a) Reasonable estimates of the entity's own resource needs in different macroeconomic scenarios;

b) Foundation strategy to obtain such own resources in each scenario;

(c) Basic criteria of the investment strategy in credit institutions, such as, term of investment, risk and diversification.

5. Where the banking foundation does not draw up the financial plan provided for in this Article or, in the view of the Bank of Spain, it is insufficient to ensure the sound and prudent management of the participating credit institution and the capacity of the The Bank of Spain itself will require the banking foundation to present and implement a disinvestment plan in the credit institution, and impose the necessary rules on the management and discipline of the bank. an obligation not to increase their participation to levels of control.

CHAPTER V

Control Regime

Article 45. Protectorate.

It will be up to the protectorate to ensure the legality of the constitution and functioning of the banking foundations, without prejudice to the functions that correspond to the Banco de España.

In the case of banking foundations whose main scope exceeds that of an Autonomous Community, the protectorate will be exercised by the Ministry of Economy and Competitiveness. Otherwise, the protectorate shall be exercised by the corresponding Autonomous Community.

For the exercise of the functions of protectorate provided for in Article 35.1 (c), (e), (f) and (g) of Law 50/2002 of 26 December of Foundations, which according to the preceding paragraph correspond to the Ministry of Economy and Competitiveness, this will seek prior report from the Autonomous Communities in which the banking foundation develops its social work.

Article 46. Functions of the Banco de España.

1. Without prejudice to the provisions of Title VI of Law 26/1988 of 29 July 1988 on Discipline and Intervention of Credit Institutions, the Bank of Spain shall be responsible for monitoring compliance with the rules contained in Chapter IV of this Law. Law from the framework of its powers as the authority responsible for the supervision of the investee credit institution and, in particular, valuing the influence of the banking foundation on the sound and prudent management of the conformity with the criteria laid down in the scheme of significant participations provided for in that Title VI of Law 26/1988 of 29 July on Discipline and Intervention of Credit Entities.

2. For the purposes of the supervisory tasks assigned in the previous paragraph, the Bank of Spain may:

(a) Carry out the inspections and checks that they deem appropriate in the performance of their duties.

b) Require the banking foundation how much information is needed to develop its functions.

Access to the information and data required by the Banco de España is covered by Article 11.2.a) of the Organic Law 15/1999 of 13 December on the Protection of Personal Data.

3. Likewise, the Minister of Economy and Competitiveness, or the Bank of Spain with its express rating, will be able to develop the rules and models to which the accounting of banking foundations should be subject.

For the establishment and modification of the above mentioned standards and models, the previous report of the Accounting and Audit Institute of Accounts will be required.

Article 47. Sanctioning regime.

Failure to comply with the obligations arising out of Chapter IV of this Law will be considered as a very serious infringement, unless the action is occasional or isolated at the discretion of the Banco de España in which case it may be considered a serious infringement.

The sanctioning procedure provided for in Law 26/1988 of July 29 on Discipline and Intervention of Credit Entities will be applicable.

CHAPTER VI

Corporate Governance Obligations

Article 48. Annual Corporate Governance Report.

1. The banking foundations shall make public, on an annual basis, a corporate governance report, the content, structure and publication requirements of which shall be in accordance with the requirements of the Minister for Economic Affairs and Competitiveness.

The annual corporate governance report will be communicated to the corresponding protectorate, accompanying a copy of the document on the record.

2. The corporate governance report will have the following minimum content:

(a) Government bodies: structure, composition and functioning; and determination of the policy of appointments.

(b) Investment policy in the banking institution: description of the exercise of the rights corresponding to the shareholding during the financial year.

c) Other investments: actions and policy followed.

(d) "remuneration policy" means mechanisms to prevent the policy of remuneration from involving excessive risk taking; and remuneration received by the employer, individually or collectively, and the general management, in its case.

e) Related transactions: explanation of the transactions carried out with the banking institution and other related entities.

f) Policy of conflicts of interest.

g) Activity of the developed social work.

3. The lack of preparation or publication of the annual corporate governance report of banking foundations, or the existence of false or misleading omissions or data in such a report, will entail the following penalties:

a) Multa for up to 0.5 percent of its own resources, or up to 500,000 euros if that percentage was less than this figure.

b) Public assembly with publication in the "Official State Gazette".

4. The competence for the instruction of the dossiers referred to in this Article and for the imposition of the corresponding penalties shall be the responsibility of the protectorate.

5. The sanctioning procedure shall be substantiated in accordance with the provisions of Law 30/1992, of 26 November, of the Legal Regime of Public Administrations and of the Common Administrative Procedure, and their regulatory development.

CHAPTER VII

Tax regime of banking foundations

Article 49. Tax regime.

1. The banking foundations will be taxed under general corporate tax and will not result from the application of the special tax regime provided for in Law 49/2002 of 23 December of the tax regime of non-profit and non-profit entities. tax incentives for patronage.

2. Foundations, ordinary or banking, acting in a concerted manner within the same credit institution, in accordance with the terms laid down in Article 43 (2) of this Law, shall have the same tax treatment as those of foundations. banking with the same degree of participation.

3. The Spanish Confederation of Savings Banks shall have the tax treatment corresponding to the banking foundations referred to in Article 43 (1) of this Law.

Additional disposition first. Special foundations and ordinary foundations.

1. The special foundations which would have been established in accordance with the provisions of Article 6 of the Royal Decree-Law 11/2010 of 9 July, of governing bodies and other aspects of the legal regime of the Savings Banks, will be shall be converted into banking foundations within six months of the date of entry into force of this Law, provided that they meet the requirements laid down therein. Where their participation in a credit institution does not reach the levels referred to in Article 32, they shall be transformed into ordinary foundations.

2. The foundations which, at the entry into force of this Law, maintain a participation in a credit institution which reaches the levels provided for in Article 32, will only be transformed into banking foundations if they increase their participation. within the credit institution and within the period of six months computed from the date on which this increase occurs.

3. To the assumptions provided for in this additional provision, it will apply to them as referred to in Article 34.3 of this Law.

4. Special foundations may adopt the processing arrangements to be approved in compliance with the provisions of this additional provision, by simple majority.

Additional provision second. Adaptation of savings banks.

The savings banks that do not meet the requirements to continue operating as such, as provided for in Chapter II of Title II of this Law, will have six months to continue operating as such. to comply with those requirements or, if not, to become a foundation. To this end, they will transfer all the assets affected to their financial activity to another credit institution in exchange for shares of the latter and will be transformed into a bank foundation or, if appropriate, ordinary, losing its status as an entity credit.

Additional provision third. Application of the resources to the fulfilment of the purposes of the banking foundations.

The banking foundations regulated in this Law shall not be subject to the limits laid down in Article 27 of Law 50/2002, of December 26, of Foundations.

Additional provision fourth. Continuity of the governing bodies.

As long as the constitution of the new general assembly has not been produced, the government, representation and administration of the savings banks will continue to be attributed to their current governing bodies, which, as a result, will continue to adopt the necessary arrangements for the proper implementation and enforcement of the rules contained in this Law, with their mandates extended to such effects.

Additional provision fifth. Mountains of piety.

The piety mounts may be attached to the social work of the savings banks, to the banking or ordinary foundations, or to the credit institutions controlled by the banking foundations referred to in Article 44.3 of the this Act.

Additional provision sixth. Denomination of ordinary foundations from savings banks.

Ordinary foundations from a savings bank may use in their social denomination and in their activity the names of the savings banks from which they come.

Additional provision seventh. Mergers of savings banks and transfer of registered office.

1. Mergers between savings banks will be subject to the authorisation procedure laid down in the regional development rules. Refusal of authorisation may be produced only by means of a reasoned decision where the resulting entity is unable to comply with any of the objective requirements laid down in that regulation.

2. The transfer of the registered office of a savings bank shall be subject to the procedure for the authorisation of the transfer project, in accordance with the provisions of the regional development legislation. Refusal of authorisation may be produced only by means of a decision based on the non-compliance with the objective requirements laid down in that legislation.

Additional disposition octave. Extensions of the participation of bank foundations in a credit institution.

The banking foundations referred to in Article 4 (3) which are in the process of extending the share capital of the participating credit institution shall not be able to exercise the political rights corresponding to that part of the acquired capital to enable them to maintain a position equal to or greater than 50 percent or control.

The Banco de España may waive the provisions of the preceding paragraph in the event that the participating banking entity is in any of the processes of early action, restructuring or resolution provided for in Law 9/2012, November 14, restructuring and resolution of credit institutions.

Additional provision ninth. Early action, restructuring and resolution processes.

The plans for early action, restructuring and resolution of credit institutions provided for in Law 9/2012 of 14 November may include the obligation of bank foundations not to increase or to reduce their participation for the purpose of not achieving control positions.

Additional provision 10th. Dividends on credit institutions controlled by a bank foundation.

The dividend distribution agreements in credit institutions controlled by a banking foundation in accordance with the provisions of Article 44.3 of this Law shall be subject to the quorum of a strengthened constitution established in the Article 194 of the Recast Text of the Law on Capital Societies, approved by the Royal Legislative Decree 1/2010 of 2 July, and shall be adopted by a majority of at least two-thirds of the capital present or represented on the board. The statutes of the participating entity may raise this majority.

Additional provision eleventh. Spanish Confederation of savings banks.

1. The Spanish Confederation of Savings Banks established in accordance with the procedure prior to the entry into force of this Law may be made up of savings banks, bank foundations and credit institutions that may be integrated, and maintain the functions and purposes which it holds in accordance with that regime and how many others determine its statutes.

2. The Spanish Confederation of Savings Banks shall lose its status as a credit institution to the entry into force of the statutes referred to in the following paragraph, without prejudice to the fact that it may provide its services through a participating bank. by the law, in terms of its statutes.

3. Within six months of the entry into force of this Law, the Spanish Confederation of Savings Banks will present to the Ministry of Economy and Competitiveness, for their authorization, a proposal to adapt their statutes to their new regime. legal.

Additional disposition twelfth. Savings bank federations.

The savings banks and bank foundations, as well as the credit institutions linked to them, will be able to be grouped by territorial federations, in order to unify their representation and collaboration with the territorial public authorities, as well as the provision, where appropriate, of technical and financial services common to entities covering their scope.

Additional disposition thirteenth. Amortization of participatory fees.

Within six months from the date of entry into force of this Law, the savings banks that would have issued participative quotas prior to this will have to submit to the Bank of Spain a specific plan. depreciation of the same. After this time, savings banks will not be able to continue to compute participatory quotas as their own resources.

Additional disposition fourteenth. Live savings of savings banks.

Debt instruments issued by savings banks that are to be converted into banking foundations and which are alive at the time of the transformation shall maintain the legal status of the issues made by the institutions. credit until maturity.

Additional provision 15th. Name of credit institutions that have received their financial activity from savings banks.

Credit institutions that have received, in whole or in part, their financial activity from savings banks may use the trademarks or commercial names of those savings banks in their activity, always they are holders or have the prior consent of the entity holding such trade marks or trade names.

Additional provision sixteenth. Foral regimes.

1. Under its foral regime, the application to the Community of Navarra of the provisions of this Law will be carried out in accordance with the provisions of Article 64 of the Law of Reintegration and Improvement of the Foral Regime of Navarre, according to the provisions of the Economic Convention between the State and the Autonomous Community of Navarre.

2. Under its foral regime, the application to the Autonomous Community of the Basque Country of the provisions of this Law shall be without prejudice to the provisions of the Law of the Economic Concert.

First transient disposition. Indirect exercise savings banks.

1. The savings banks which, upon the entry into force of this Law, carry out their business as a credit institution through a bank, shall be converted, within one year, into a bank or ordinary foundation as appropriate, until that time the Law 31/1985, of 2 August, of Regulation of the Basic Standards on Governing Bodies of the Savings Banks, and its regulations of development, as well as, where appropriate, the applicable provisions of the Royal Decree-Law 11/2010, of 9 July, of government bodies and other aspects of the legal system of savings banks, (a) including the tax arrangements, and Article 8 (3) (d) of Law 13/1985 of 25 May 1985, of investment coefficients, own resources and information obligations of financial intermediaries, without the adjustment of their statutes and bodies government as provided for in Title I of this Law, or the renewal of those governing bodies (or, where appropriate, commissions delegated or created by them) by the expiration of their term of office, which shall be deemed to have been extended until the date of such transformation.

To proceed to the transformation, the savings banks, in accordance with the provisions of Article 35.5 of this Law, will not require any further administrative authorization, only to comply with the procedures corresponding to the protectorate, which, in accordance with the provisions of Article 45 of this Law, must ensure the legality of the constitution and the functioning of the foundation in which they are to be transformed.

2. The savings banks that, at the time of the entry into force of this Law, are incurred in legal cause of transformation into a special foundation of the regulated ones in article 6 of the Royal Decree-Law 11/2010, of July 9, with independence of who have applied for the waiver of the authorisation to act as a credit institution, shall have the term of the six-month period referred to in Article 35.2 to be counted since they have incurred such a cause.

On the other hand, the savings banks that, at the time of the entry into force of this Law, will be incurred in legal cause of transformation a period exceeding six months in accordance with article 6 of the Royal Decree-Law 11/2010, On July 9, the processing procedure will continue in a bank or ordinary foundation as appropriate, without it being able to extend beyond three months after the entry into force of this Law. In these cases, the foundations of the foundations will have full powers to approve their statutes, appoint the board of directors, determine the assets or rights deriving from the assets of the savings bank that will be affected by the foundational and adopt any acts or agreements that are necessary to materialize the transformation that has occurred, in compliance with the applicable regulations.

3. Savings banks that have started the process of transformation into a special banking foundation, without being legally involved in this process, will continue the procedure and will be transformed into a bank foundation or ordinary foundation. as appropriate, without the procedure being extended beyond six months after the entry into force of this Law. In the event of the expiry of that period without the completion of the processing, the provisions of the preceding paragraph shall apply.

4. After the time-limits provided for in paragraph 1 of this provision without the completion of the conversion into foundation, the savings banks referred to in this provision shall be automatically transformed with the dissolution of the all its organs and falls in the special register of credit institutions of the Banco de España in accordance with the procedure laid down in Article 35.3.

5. The assumptions provided for in this transitional provision shall apply to them as referred to in Article 34.3.

6. The general assembly of the savings bank shall adopt the transformation agreements in banking foundation, approval of the statutes, appointment of the board of directors and any acts and agreements necessary to materialize the transformation to which it is refers to this transitional provision, by a simple majority of the Assistant Directors-General.

Second transient disposition. Temporary compatibility of counselors.

In the event that the provisions of the second subparagraph of Article 40 (3) affect persons who are members of the board of directors of a savings bank and at the same time as members of the the management board of the banking institution through which the institution carries out its business as a credit institution, the temporary compatibility of all or some of the members concerned shall be permitted with the following limitations:

(a) In no case may executive functions be exercised in the bank and in the foundation.

(b) The number of compatible members of the credit institution shall not exceed 25% of the members of its board of directors.

(c) The compatibility of each member shall be maintained until such time as its current mandate is exhausted by the entry into force of this law in the banking institution, and in any case no later than 30 June 2016.

Repeal provision.

Without prejudice to the provisions of the first transitional provision, any rules of equal or lower rank shall be repealed as provided for in this Act, and in particular the following:

(a) Law 31/1985 of 2 August of Regulation of Basic Standards on Governing Bodies of Savings Banks.

(b) Royal Decree-Law 11/2010 of 9 July 2010 of governing bodies and other aspects of the legal regime of the Savings Banks, with the exception of Title III and Title V as regards the system of taxation of systems protection institutions, and the transitional provision sixth.

(c) Paragraphs 1, as regards participative shares, and up to 10 of Article 7 of Law 13/1985, of 25 May, of Investment Coefficient, Own Resources and Information Obligations of the Intermediaries Financial.

Final disposition first. Amendment of the Royal Legislative Decree 1175/1990 of 28 September, approving the Tariffs and the Instruction of the Tax on Economic Activities.

The note of Group 812 of the first section of the Tariff of the Tax on Economic Activities, approved by the Royal Legislative Decree 1175/1990 of 28 September 1990, is amended. next form:

"Note: This group includes savings institutions such as the Spanish Confederation of Savings Banks, Savings Banks, Rural Banks, Credit Unions, Bank Foundations and other similar entities."

Final disposition second. Amendment of Law 37/1992 of 28 December of the Tax on Value Added.

An additional provision is introduced, seventh in Law 37/1992 of 28 December, of the Value Added Tax, which is worded as follows:

" Additional provision seventh. Inclusion in the groups of entities of the banking foundations.

May be considered to be dependent entities of a group of entities regulated in Chapter IX of Title IX of the Tax Law, the banking foundations referred to in Article 43.1 of Law 26/2013, of boxes of savings and bank foundations, which are employers or professionals and are established in the territory of application of the tax, as well as those entities in which they maintain a direct or indirect participation of more than 50%. percent of its capital.

The credit institution referred to in Article 43.1 of Law 26/2013, savings banks and bank foundations shall be regarded as dominant and shall, for these purposes, be binding on policies and strategies of group activity and internal and management control. "

Final disposition third. Amendment of the Recast Text of the Law on the Tax on Heritage Transmissions and Documented Legal Acts, approved by the Royal Legislative Decree 1/1993, of 24 September.

Article 45 (A) of the Recast Text of the Law on the Tax on Proprietary Transmissions and Documented Legal Acts, approved by the Royal Legislative Decree 1/1993 of 24 September, is amended. worded as follows:

" I. (a) They shall be exempt from the tax:

(a) The State and the territorial and institutional public administrations and their establishments of beneficence, culture, social security, teachers or scientific purposes.

This exemption will also apply to entities whose tax regime has been equated by a law to that of the State or to the public administrations cited.

(b) Non-profit entities referred to in Article 2 of Law 49/2002 of 23 December of the tax regime of non-profit-making entities and of tax incentives for patronage, which are covered by the scheme special tax in the form provided for in Article 14 of that Act.

The self-validation of the exemption shall be accompanied by the documentation certifying the right to the exemption.

c) Savings banks and banking foundations, for acquisitions directly intended for their social work.

d) The Catholic Church and churches, confessions and religious communities that have signed cooperation agreements with the Spanish State.

e) The Institute of Spain and the Royal Academies integrated in it, as well as the institutions of the Autonomous Communities that have similar purposes to those of the Royal Spanish Academy.

f) Political parties with parliamentary representation.

g) The Spanish Red Cross and the Spanish National Blind Organization.

h) The Work of the Holy Places. "

Final disposition fourth. Amendment of Law 50/2002, of December 26, of Foundations.

An additional new provision is introduced, eighth in Law 50/2002, of December 26, of Foundations, with the following wording:

" Additional disposal octave. Banking foundations.

Banking foundations will be governed by the provisions of Law 23/2013, savings banks and bank foundations. "

Final disposition fifth. Amendment of the Recast Text of the Corporate Tax Law, approved by the Royal Legislative Decree 4/2004 of 5 March 2004.

With effect for the tax periods starting from January 1, 2013, the following modifications are introduced in the Recast Text of the Law on Corporate Tax, approved by the Royal Decree Legislative 4/2004, of 5 March:

One. The title, paragraphs 1 and 2, are amended and Article 24 (4) is added, which are worded as follows:

" Article 24. Benefit-social work of savings banks and bank foundations.

1. The amounts that savings banks and bank foundations will allocate from their results to the financing of social-welfare works, in accordance with the rules for which they are governed, will be tax deductible.

2. The amounts allocated to the benefit-social work of the savings banks and the banking foundations shall be at least 50%, in the same financial year to which the allocation corresponds, or in the immediate following, to the the implementation of the investment concerned, or to cover the costs of supporting the institutions or establishments covered by it. "

" 4. The allocation to the benefit-social work carried out by the banking foundations may reduce the tax base of the credit institutions in which they participate, in the proportion that the dividends received from those institutions represent of the total income of the banking foundations, up to the ceiling of the aforementioned dividends. To this end, the banking foundation must inform the credit institution that it has paid the dividends the amount of the reduction calculated and the non-application of that amount as a fiscally deductible item in its declaration of this Tax.

In the case of non-application of the amount indicated for the purposes of its work-social, the banking foundation must communicate the non-compliance of the said purpose to the credit institution, in order to regulate the amounts unduly deducted in the terms set out in Article 137.3 of this Act. "

Two. Paragraph 3 is amended and a paragraph 6 is added to Article 67, which shall be worded as follows:

" 3. A dependent company shall be understood to mean that the dominant company has a holding which meets the requirements set out in points (b) and (c) of the previous paragraph.

The same consideration will also be given to credit institutions integrated into an institutional protection system as referred to in Article 8 (3) (d) of Law 13/1985 of 25 May of Coefficient de Investment, own resources and information obligations of the financial intermediaries, provided that the central institution of the system is part of the fiscal group and 100 percent the sharing of the results of the participating entities of the system and that the mutual commitment of solvency and liquidity between such entities reaches 100 percent One hundred of the own resources of each of them. Such requirements shall be considered to be met in those institutional systems of protection through which, directly or indirectly, several savings banks in a concerted manner are exclusively exercising their object as entities of credit, as provided for in Article 5 (4) of Royal Decree-law 11/2010, of 9 July 2010, of governing bodies and other aspects of the legal system of savings banks.

The banking foundations referred to in Article 43.1 of Law 26/2013, savings banks and banking foundations shall also be considered as dependent companies, provided that they do not have the status of a dominant company tax group, as well as any entity wholly owned by those through which the holding in the credit institution is held. '

" 6. Where a banking foundation loses the status of a parent company of a tax group in a tax period, the credit institution shall be subrogated in that condition from the start of the tax group, without the effects of the extinction of the tax group referred to in Article 81 of this Law, except for those entities that cease to be part of the group because they are not dependent on the terms set out in paragraph 3 of this Article. "

Three. The additional 18th provision is amended, which is worded as follows:

" Additional 18th Disposition. Special tax regime applicable to the restructuring and resolution of credit institutions.

1. The tax arrangements laid down in Chapter VIII of Title VII of this Law for the operations referred to in Article 83, including their effects on other taxes, shall apply to transfers of the business or assets or liabilities. made by credit institutions in favour of another credit institution under the banking restructuring rules, even if they do not correspond to the transactions referred to in Articles 83 and 94 of this Law.

2. Credit institutions participating in such operations may call on the Banco de España or the Fund for Orderly Restructuring, to request a report from the Directorate-General for Taxation of the Ministry of Finance and Administrations. Public, on the tax consequences arising therefrom.

The report shall be issued within a maximum of one month, and shall have binding effects on the tax administration bodies and entities responsible for the application of the taxes. "

Four. A transitional provision is added to the second, with the following wording:

" Transient disposition 42nd. Transitional arrangements applicable to entities dependent on a savings bank or bank foundation.

They shall have the consideration of entities dependent on the tax group referred to in the last subparagraph of Article 67 (3) and Article 67 (6) of this Law, those entities wholly owned by a savings bank or banking foundation, through which the bank is to hold the holding in the credit institution within the time limit laid down in the first transitional provision of Law 26/2013, savings banks and bank foundations. "

Final disposition sixth. Amendment of the Law 24/1988, of July 28, of the Stock Market.

Law 24/1988 of 28 July of the Stock Market is amended as follows:

One. Article 6b is amended, which is worded as follows:

" Article 6b. From the annual report on remuneration of directors.

1. Together with the Annual Corporate Governance Report, the Council of listed public limited companies will be required to draw up an annual report on the remuneration of their directors, which will include comprehensive, clear and comprehensible information on the policy of the company's remuneration approved by the Council for the current year, as well as, where appropriate, the forecast for future years. It shall also include a comprehensive summary of how the remuneration policy was applied during the financial year, as well as the details of individual remuneration payable by each of the members.

2. The annual report on the remuneration of members, the policy of remuneration of the company approved by the Council for the current year, the one planned for future years, the overall summary of how the policy of remuneration was applied during the financial year, as well as the details of the individual remuneration payable by each of the members, shall be disseminated and put to the vote, on an advisory basis and as a separate item on the agenda, to the ordinary General Board of shareholders.

3. Savings banks issuing securities admitted to trading on official markets shall draw up an annual report on the remuneration of the members of the Management Board and the Supervisory Board in accordance with the terms laid down in the paragraph 1.

4. The annual report on the remuneration of the members of the board of directors, the policy of remuneration of the approved society for the current year, the previewed one for future years, the overall summary of how the policy of (a) the remuneration for the financial year, as well as the details of the individual remuneration payable by each of the members, shall be disseminated and put to the vote, on an advisory basis and as a separate item on the agenda, to the Assembly. General.

5. The Minister of Economy and Competitiveness or, with his express rating, the National Securities Market Commission, will determine the content and structure of the remuneration report that may contain information, among other issues, on: the amount of the fixed components, the variable-character remuneration concepts and the criteria for the performance chosen for their design, as well as the role played, where appropriate, by the Committee on Remuneration. '

Two. Article 100 (z) (z) is deleted.

Three. The second paragraph of Article 104 is amended, which is read as follows:

" In the case of offences committed by the persons referred to in Article 85.8, the penalties shall be imposed in accordance with Article 98 of this Law, without prejudice to the capacity of other persons. competent authorities of the European Union to impose sanctions in accordance with the provisions of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies. '

Four. Article 106.b (f) is amended, which is worded as follows:

"f) The circumstance of having proceeded to the underhealing of the infringement on its own initiative."

Final disposition seventh. Amendment of Law 22/2003, dated July 9, Bankruptcy.

One. A new paragraph (l) is added to paragraph 2 of the second provision of Law 22/2003 of 9 July, which is hereby amended as follows:

"(l) Article 34 of Law 14/2013 of 27 September, supporting entrepreneurs and their internationalisation."

Two. Paragraph 1 of the fourth additional provision is worded as follows:

" 1. The refinancing agreement which has been concluded by creditors representing at least 55% of the liabilities held by financial institutions, together at the time of the adoption of the agreement, may be approved judicially. Article 71.6 of this Law concerning the designation of an independent expert and elevation to a public instrument. For the purposes of judicial approval, the effects of the expected wait for the financial institutions which have subscribed to it extend to the remaining non-participating creditor financial institutions or dissenters whose claims are not guaranteed real. For the purposes of the provisions of this paragraph, loans or loans transmitted to the Company for the Management of Assets Processed by the Banking Restructuring, S.A. and which are owned by it or by those who, by any title, acquire from it shall be considered as being of financial institution for the purposes of the calculation of the majority necessary for the judicial approval of the refinancing agreement. '

Final disposition octave. Amendment of the Royal Legislative Decree of 5 March, approving the recast of the Law on Local Government Law.

Article 104 (4) of the Recast Text of the Local Government Law, approved by the Royal Legislative Decree of 5 March, is amended to read as follows:

" 4. The tax shall not be payable on the occasion of the contributions or transmissions of real estate made to the Company of the Management of Assets Processed of the Banking Restructuring, S.A. regulated in the seventh provision of the Law 9/2012, of 14 November, of restructuring and resolution of credit institutions, which have been transferred to it, in accordance with the provisions of Article 48 of Royal Decree 1559/2012 of 15 November establishing the legal system of asset management companies.

The tax accrual shall not be produced on the occasion of the contributions or transmissions made by the Company for the Management of Assets Processed from the Banking Restructuring, S.A., to direct participating entities or indirectly by that Company in at least 50 percent of the capital, equity, results or voting rights of the entity involved at the time immediately prior to the transfer, or as a result of the transmission.

The tax shall not be payable on the occasion of the contributions or transmissions made by the Company for the Management of Assets Processed by the Banking Restructuring, S.A., or by the entities incorporated by it to comply with its social object, to the funds of bank assets, as referred to in the additional provision of Law 9/2012 of 14 November 2012.

The tax shall not be payable for contributions or transfers occurring between the Funds referred to during the period of maintenance of the exposure of the Banking Ordered Restructuring Fund to the Funds, provided for in paragraph 10 of that additional provision tenth.

In the subsequent transmission of the buildings, it is understood that the number of years along which the increase in the value of the land has been revealed has not been interrupted due to the transmission of the buildings. the operations provided for in this paragraph. '

Final disposition ninth. Amendment of Law 9/2012 of 14 November of restructuring and resolution of credit institutions.

A new paragraph 10 is added to the seventh additional provision of Law 9/2012 of 14 November of restructuring and resolution of credit institutions:

" 10. The Company for the Management of Assets Processed from the Banking Restructuring, S.A. (SAREB) must comply with the general obligations for the formulation of annual accounts in accordance with the terms of the Royal Decree of Law 1/2010 of 2 July, approving the recast of the Law on Capital Companies, except for provided for in Article 537, with the necessary specificities to ensure the consistency of the accounting principles applicable to it with the mandate and general objectives of the company set out in this Law and those to be fixed Regulation. These specificities are as follows:

(a) The initial accounting record of the assets transferred to the SAREB shall be made in accordance with the provisions of the additional eighth provision of this Law, taking into account its transmission value.

b) In order to determine the updated asset values, the Banco de España will develop the criteria for the methodology to be used by SAREB to estimate the value of the assets, which will be in line with the used for the determination of the transfer prices to SAREB. Subsequent valuations should be calculated by taking into account the specificities of SAREB, taking into account the evolution of market prices and in accordance with the time horizons foreseen in the Business Plan.

(c) The value adjustments required by application of the preceding subparagraph (b) shall be calculated by units of assets. For this purpose, each asset category of assets described in Article 48.1 of Royal Decree 1559/2012 shall be considered as the unit of assets.

(d) The revenue generated as a result of the orderly settlement and management process of all the transferred assets shall be understood to be derived from the company's normal business and, as such, shall be collected in the Loss and Profit of the entity forming part of its "Net amount of business figure".

The Banco de España is enabled to develop, by means of Circular, the specific features above, in particular the one referred to in point (b). The Circular shall be approved within three months of the entry into force of this Standard. For the approval and modification of the Circular which the Banco de España will dictate on these specific features, the report of the Institute of Accounts and Audit of Accounts will be required, in which special reference will be made to the congruence of the criteria underpinning the valuation methodology with those used for the transmission of the assets to SAREB. In any event, the Banco de España will decide on the consultations that will take place in SAREB on the above specifics. "

Final disposition tenth. Competitive titles.

1. This Law is dictated in accordance with the provisions of Rules 11. and 13. of Article 149.1 of the Spanish Constitution which attribute to the State the competences on the basis of the ordination of credit, banking and insurance and bases and coordination of the general planning of economic activity, respectively.

Chapter VII of Title II and the first, second, third and fifth final provisions are dictated in accordance with the provisions of Article 149.1.14. of the Spanish Constitution which confers exclusive competence on the State on General Finance and State Debt.

Also, what is established in this Law on the obligations of corporate governance and special regime and suppletory of the corporate regulations is dictated in accordance with the provisions of article 149.1.6. Spanish, which gives the State jurisdiction over commercial law.

2. The precepts of this Law, which are then related, will not have the basic standard character:

(a) Article 4 (2) as regards the number of members of the general assembly.

(b) Article 8 (1).

(c) Article 11 (2).

(d) The second and third subparagraphs of Article 14 (1).

(e) Article 15 (2) as regards the number of members of the Management Board.

(f) Article 30.

(g) Article 39 (1) as regards the number of members of the Board of Trustees.

Final disposition eleventh. Adaptation of the legislation of the Autonomous Communities on savings banks.

Within six months, from the entry into force of this Law, the Autonomous Communities will adapt their legislation on savings banks to the provisions of this Law.

Final disposition twelfth. Regulatory enablement.

The Government is authorised to adopt the measures and to lay down the provisions necessary for the development and implementation of this Law.

Final disposition thirteenth. Entry into force.

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

Therefore,

I command all Spaniards, individuals and authorities, to keep and keep this law.

Madrid, December 27, 2013.

JOHN CARLOS R.

The President of the Government,

MARIANO RAJOY BREY