CNMV functions

The National Securities Market Commission (CNMV) is the body responsible for the supervision and inspection of Spanish securities markets and the activity of all those involved in them. The CNMV was created by Securities Market Law 24/1988, which represented a thorough reform of this segment of the Spanish financial system; and since then, its regime has been updated to adapt to the evolution of financial markets and to introduce new measures to protect investors.

The aim of the CNMV is to ensure the transparency of Spanish securities markets and the correct formation of prices, as well as the protection of investors. The CNMV, in the exercise of its powers, receives a large volume of information from and on market participants, much of which appears in its Official Registers and is public.

The Commission´s action is mainly focused on companies that issue or offer securities to be placed publicly on secondary securities markets and on companies providing investment services and collective investment schemes. On the latter, as well as on secondary securities markets, the CNMV exercises prudential supervision, which guarantees the security of its transactions and the solvency of the system.

The CNMV actively participates in international institutions, such as IOSCO (International Organization of Securities Commissions), ESMA (European Securities and Markets Authority) or FSB (Financial Stability Board). Likewise, it collaborates with the Ibero-American Institute of the Stock Market.

In addition, the CNMV advises the Government and the Ministry of Economy on matters related to the securities market.

• Supervision of the primary market
• Supervision of the secondary market
• How the CNMV acts with regard to securities clearing, settlement and registry
• How the CNMV acts with regard to the market participants
• Official Registers of the CNMV

• new issues of fixed-income securities or equity securities; and
• public offerings of securities already in circulation,

Registration of the following documentation with the Spanish National Securities Market Commission:

• Supporting documentation of the public offering or issue agreements.
• Audited financial statements of the security issuer.
• Prospectus containing all the necessary information for investors to assess the issuer’s situation, as well as the rights attached to the securities offered or to be admitted to trading.

There are some exceptions to these requirements, according to the nature of the issuer or the securities, with regard to the amount of the offering, or the nature or number of investors to which the issue is addressed.

Spain´s official secondary markets in securities (regulated markets ) are:

• The Madrid, Barcelona, Bilbao and Valencia Stock Exchanges. Together, they sustain the Sociedad de Bolsas, which manages the electronic market ("mercado continuo" - SIB).
• The market in government bonds represented by book-entries.
• The futures and options official market (MEFF Exchange).
• The corporate debt and private fixed income official market (AIAF).

The CNMV´s actions with respect to these markets seek to ensure transparency and proper price discovery, as well as secure trading.

To that end, by virtue of the powers vested in it by law, it requires that the following be made public through its public registers:

• prior vetting of securities to ensure that they meet the requirements for listing.
• all relevant information about issuers that may affect the market price of their securities.
• financial and business information of institutions with listed securities.
• changes in significant holdings in the capital of companies with listed securities.
• authorisations to make takeover bids.

Additionally, to detect and, in the event, punish irregular conduct in the securities markets and ensure proper price discovery, the CNMV:

• receives information on-line from all the Spanish securities markets that are under its supervision.
• can suspend trading in a given security where there is insufficient information available to the markets.
• analyses and supervises the technology underlying the markets.

The CNMV also supervises post-trading activities (novation, clearing, settlement and recording) carried on by market infrastructures and their members to record cash and instruments in the respective accounts of the buyer and seller.

Therefore, the CNMV supervises the organisational requirements and the functioning of central counterparty clearing houses and central securities depositories domiciled in Spain, in order to ensure the integrity of the recording and the efficiency and security of the clearing and settlement.

The central counterparty clearing house domiciled in Spain is BME Clearing, S.A.

With regard to the central counterparty clearing house, the CNMV supervises, inter alia, its capital and organisational requirements, rules of conduct and risk management. 

In addition to its activities related to the central counterparty clearing house, the CNMV is responsible for supervising counterparties’ compliance with the duty of clearing through the clearing house derivatives contracts which are subject to such obligation. This task includes the management of requests to waive this clearing requirement.

The central securities depository domiciled in Spain is Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear or Spanish Payments Systems Company).

With regard to the central securities depository, the CNMV supervises, inter alia, its organisational requirements, rules of conduct, integrity of issues, safeguards of securities, settlement firmness, prudential requirements and links with other central depositories.

Other CNMV post-trading activities related to derivatives

With regard to derivative instruments that are not cleared through central counterparty clearing houses, the CNMV supervises, among other counterparties’ obligations, the reporting of contracts to a firm authorised to record such transactions and the exchange of collateral between these.

The CNMV´s Official Registers contain extensive itemised economic and financial information about securities issuers, listed companies, broker-dealers and brokers, collective investment institutions and venture capital firms.

Inclusion of a document in the CNMV´s Official Registers only entails acknowledgement by the CNMV that it contains all the information required under the rules governing its content but in no event establishes liability on the part of the National Securities Market Commission for any misrepresentations contained therein.

The CNMV´s Official Registers are public and their contents may be accessed without restrictions. THE INFORMATION CONTAINED IN THE CNMV´S OFFICIAL REGISTERS REFERS TO:

• SECURITIES AND ISSUERS OF SECURITIES
• SECURITIES MARKETS AND INTERMEDIARIES
• COLLECTIVE INVESTMENT INSTITUTIONS

For access to the content of the official registers that is not available directly on this website, contact the CNMV general register.

The contents of the Official Registers may be accessed via this website and also via the publications of the Official Registers.

Copies of documentation contained in the CNMV´s Official Registers may be obtained at a cost of 0.09 euro per page (plus shipping expenses, if any).

How the CNMV acts in the authorisation and registration of firms providing services and with regard to investment products:

• Instruction, information and processing of case files for the authorisation of Investment Firms, for registration and de-registration in the CNMV’s Registers, those related to the revocation of authorisations, as well as those related to subsequent amendments to these firms.
• Instruction, information and processing of case files for the authorisation of Crowdfunding Platforms, for registration and de-registration in the CNMV’s Registers, those related to the renewal of authorisations, as well as those related to subsequent amendments to these platforms.
• Instruction, information and processing of case files for the authorisation of Collective Investment Scheme Management Companies, Closed-Ended Collective Investment Scheme Management Companies and Asset Securitisation Fund Management Companies, for registration and de-registration in the CNMV’s Registers, those related to the revocation of authorisations, as well as those related to subsequent amendments of these companies.
• Instruction, information and processing of case files for the authorisation of Collective Investment Schemes (Funds and Open-Ended Collective Investment Schemes), Venture Capital Schemes and other Closed-Ended Collective Investment Schemes, for registration and de-registration in the CNMV’s Registers, those related to the revocation of authorisations, as well as those related to subsequent amendments to these schemes.

How the CNMV acts in the supervision of firms providing services and with regard to investment products:

• Supervision of rules of conduct and organisational requirements of firms providing investment services (Investment Firms and Credit institutions).
  • Monitoring the compliance with the rules of conduct by reporting firms, the most notable including the classification of clients, the obligations of informing clients, assessing the appropriateness of the product or service for the client, as well as the obligations related to the management and execution of orders.
  • Monitoring of organisational requirements, inter alia: having an adequate and proportionate structure, duly exercising the compliance, risk control and internal audit functions, having appropriate procedures for handling conflicts of interest, keeping records of services provided, adopting measures to safeguard instruments and cash of clients, having business continuity plans and procedures for outsourcing services or functions.   
  • In the case of credit institutions providing investment services, in accordance with the distribution of powers laid down by law among the CNMV and the Bank of Spain, the obligations related to risk controls, internal audit, safeguarding the cash of clients, continuity and outsourcing of functions fall within the remit of the Bank of Spain.
• Prudential supervision of Investment Firms.
  • Monitoring the compliance with prudential requirements, and in general, regulatory capital requirements, the obligation of assessing internal capital adequacy, and the reporting obligations of firms.  
• Supervision of the activity of Crowdfunding Platforms.
  • Monitoring the compliance with the rules of conduct and organisational requirements by crowdfunding platforms.
• Supervision of Collective Investment Scheme Management Companies, Closed-Ended Collective Investment Scheme Management Companies and Asset Securitisation Fund Management Companies.
  • Control, via periodic reporting obligations, of the financial situation and creditworthiness.
  • Control of the organisational requirements, resources and functions. 
  • Control of the compliance with legal requirements for public disclosures.
• Supervision of Collective Investment Schemes. 
  • Control, via periodic reporting obligations or requests, of the risks, restrictions on investment, liquidity and valuation.  
  • Control of the compliance with legal requirements for public disclosures.
• Supervision of closed-ended investment schemes, including venture capital vehicles.
  • Control, via periodic reporting obligations or requests, in the case of venture capital vehicles, of the financial situation or compliance with investment ratios. 
  • Control of the compliance with legal requirements for public disclosures.
• Supervision of CIS and closed-ended CIS depositories.. 
  • Control of the compliance with custody obligations, registration of assets and supervision and monitoring of management companies’ activities.

Supervisory techniques