The Ibex loses 1.59% and moves away from highs weighed down by the collapse of CaixaBank.

For a company to be listed on the Ibex 35, no specific parliamentary procedure or ad hoc decision by the Government or the Parliament regarding that particular company is required. The role of Parliament is to approve the general legal framework for securities markets, and the Executive develops it through regulations and supervises its execution through the competent authorities. Based on that framework, a company's entry into the stock market and its eventual inclusion in the Ibex 35 are governed by technical rules and objective criteria managed by the market supervisor and the private bodies that administer the index. Therefore, the decision on which companies make up the Ibex 35 is mainly technical-commercial in nature, not political or parliamentary.

1. Role of Parliament and Government: general regulatory framework

The “parliamentary” component of this issue is structural, not case by case. Parliament:

• Approves the laws that regulate the functioning of securities markets, investor protection, transparency, and obligations of listed companies.
• Defines the powers of the market supervisor and other public authorities involved (for example, in matters of competition, financial information, or accounting supervision).
• Establishes the sanctioning regime and the requirements for access and permanence in regulated markets, always in an abstract and general manner, not for a specific company.

The Government, for its part, develops these laws through regulations and technical standards, and appoints the heads of supervisory bodies within the legally established margins. All this creates the “playing field” in which companies, investors, and the index manager then operate.

2. From private company to listed company: regulatory authorizations

For a company to be able to list on a Spanish stock market, it must comply with a series of regulatory, but not parliamentary, requirements and procedures:

• Corporate and financial requirements: appropriate legal form (usually a public limited company), minimum capital, corporate governance structure, and sufficiently solid financial situation according to market standards.
• Prospectus: preparation of a detailed document with financial information, risks, company activity, shareholder structure, etc., which must be validated by the securities market supervisor.
• Transparency and continuous information: the company commits to publishing audited accounts and informing about relevant facts that may affect the listing.
• Approval of admission to listing: the stock market itself (through its managing entity) decides whether to admit the shares for trading, verifying that technical and contracting requirements are met.

All these procedures are carried out before administrative authorities and market entities, based on laws and regulations previously approved by Parliament and the Government, but without political intervention on a case-by-case basis.

3. From the market to becoming part of the Ibex 35

Being admitted to trading on a stock exchange is a necessary condition to enter the Ibex 35, but not sufficient. The Ibex 35 is an index that aims to reflect the largest and most liquid companies in the market. Its composition is decided with technical criteria, not by individualized parliamentary decisions.

In general terms:

• The index managing entity approves an internal regulation of the index itself, where inclusion and exclusion criteria are set (market capitalization, trading volume, free float, etc.).
• A technical committee meets periodically to review which companies meet those criteria and, if applicable, propose changes in the index composition.
• Changes are applied automatically following that regulation, without the need for intervention by Parliament, the Council of Ministers, or any political authority regarding each specific company.

The “regulatory” dimension here is indirect: the law requires these indices to be managed with transparency, public criteria, and without unjustified discrimination, but it does not determine which company enters or leaves in each review.

4. When do Parliament and Government intervene?

Parliament and Government can influence the context in which Ibex 35 companies operate, but in a general and abstract way:

• By approving legal reforms on corporate governance, transparency, corporate taxation, or limits on certain shareholdings.
• Modifying the supervisory regime of the markets, for example by strengthening the powers of the supervisor or introducing new reporting obligations.
• In exceptional cases, approving specific rules on strategic sectors (energy, telecommunications, banking) that indirectly affect companies present in the Ibex, but without directly deciding their membership in the index.

In summary, a company's path to the Ibex 35 is conditioned by a legal and regulatory framework designed by Parliament and Government, but the concrete milestones — going public and entering the index — are resolved through technical procedures and predefined rules managed by supervisors and market entities, without parliamentary intervention on a case-by-case basis.

According to Spanish legislation, there is no detailed and uniform list of “powers of the president of CaixaBank” as such. What exists is a general legal framework for listed public limited companies and credit institutions, within which the chairman of the board of directors shares the collective responsibilities of the governing body. The specific functions of the president at CaixaBank mainly derive from the bylaws and the board regulations, which are not published in the Official State Gazette (BOE), and must be consistent with that legal framework. In practice, the legislation rather sets corporate governance, suitability, and balanced distribution of functions between the board and senior management requirements, without defining a closed catalog of the president’s powers.

1. General framework applicable to CaixaBank

CaixaBank is a listed public limited company and, at the same time, a credit institution. Therefore, its president and board of directors are governed, among others, by:

• Consolidated Text of the Capital Companies Act (Royal Legislative Decree 1/2010), as the basic law on capital companies, partially amended by laws such as Law 5/2021 or Law 11/2018, which affect corporate governance and non-financial information. The consolidated text can be consulted through the BOE reference and its amending laws, for example Law 11/2018 and Law 5/2021.
• Securities market regulations, currently headed by the Law 6/2023, on Securities Markets and Investment Services, which strengthens transparency, corporate governance, and investor protection obligations for listed issuers.
• Banking regulations, particularly Law 10/2014, on the organization, supervision, and solvency of credit institutions and its regulatory development in Royal Decree 84/2015. These rules emphasize solvency, suitability of senior officers, and quality of corporate governance.
• The ministerial order on corporate governance of listed companies, Order ECC/461/2013, and CNMV regulations on corporate governance reports, such as Circular 3/2015 and Circular 3/2021.

These rules almost always refer to the “board of directors” as a collegiate body, rather than to the figure of the president in isolation.

2. What the regulations say about the governing body and corporate governance

Within this framework, the main ideas that indirectly affect the powers of the president of CaixaBank are:

• The Capital Companies Act structures the board of directors as the management and supervision body of the company. The law reserves a set of non-delegable powers to the board (strategy, control, preparation of accounts, certain relevant transactions, etc.), but the consulted sources do not detail in the accessible text the specific role of the president within the board.
• Order ECC/461/2013 requires listed companies to describe in their annual corporate governance report, among other aspects, the board’s structure, types of directors, organization and functioning of the board, and the existence of delegation of powers to directors or committees. This includes, in practice, explaining how functions are distributed between the president, a possible CEO, and board committees, but the concrete detail is left to the issuer itself.
• Law 10/2014 and Royal Decree 84/2015 emphasize that credit institutions must have solid corporate governance systems. The Bank of Spain evaluates “the corporate governance systems of entities, their culture and corporate values, and the capacity of board members to perform their functions,” according to Royal Decree 84/2015. Again, the board and its members are examined as a whole, without legally defining a set of powers specific to the president.
• Law 6/2023 insists that the governing body of financial entities subject to its scope “must define a solid corporate governance system that ensures effective and prudent management of the entity, and includes the appropriate distribution of functions within the organization and the prevention of conflicts of interest.” The “distribution of functions” between president, CEO, and the rest of the board is therefore a matter to be designed internally, under supervision of the CNMV and the Bank of Spain.

3. Practical consequence: how the president’s powers are specified

In view of these rules, the relevant conclusions are:

• Spanish legislation does not establish a closed list of powers of the chairman of the board of a listed public limited company or credit institution.
• What it does is:
  • Define the powers of the board as a whole (corporate and prudential).
  • Require good corporate governance, with clear distribution of functions and prevention of conflicts of interest.
  • Require public disclosure of how that distribution is organized (corporate governance reports according to Order ECC/461/2013, Circular 3/2015, and Circular 3/2021).
  • Subject the president, like other directors and senior officers, to suitability, experience, and honorability requirements (Law 10/2014 and prudential regulations).
• Consequently, the “main real powers” of the president of CaixaBank result from the combination of:
  • What the law attributes to the board (which the president channels and organizes, but does not monopolize).
  • What the bylaws and the board regulations of CaixaBank determine.
  • The specific scheme of distribution of functions and delegation of powers to the CEO that CaixaBank describes in its corporate governance reports.

With the information available in the official regulations consulted, there is no more detailed and specific list of functions of the president of CaixaBank. To know them precisely, one would have to refer to the bylaws, the board regulations, and the latest annual corporate governance report of the entity.

In Spain, changing the dividend policy does not require, in itself, a “special law,” but compliance with the general rules of the Capital Companies Act (LSC) and, in the case of listed companies, the securities market and CNMV regulations. The legal core is always the annual approval of the accounts and the application of the result by the general meeting and respecting the limits on profit distribution. On that basis, frequency, pay-out ratio, payment method (cash, scrip, extraordinary), or even dividend elimination can be modified if justified in the corporate interest and properly disclosed to shareholders or the market.

1. Basic legal framework

The general regime for dividends and application of results is in the consolidated text of the LSC, approved by Royal Legislative Decree 1/2010, with successive reforms and corrections (error correction, Law 25/2011, Law 11/2018, Law 18/2022, among others). For listed companies, securities market regulations are added (for example, modifications introduced by Royal Decree-law 14/2018 and its validation by Congress in Resolution of October 18, 2018, and the subsequent Law 6/2023), as well as CNMV circulars on periodic information and corporate governance, such as Circular 5/2013 (amended by Circular 3/2021) and Circular 3/2018, in addition to Order ECC/461/2013.

2. Who approves the policy change

In any capital company (listed or unlisted):

• The general meeting approves the annual accounts and the application of the result. There it is decided, by legal or statutory majority, how much is allocated to reserves and how much to dividends. This power derives from the LSC, as shown in the cited passages of the consolidated text.
• The board of directors prepares the accounts, proposes the application of the result, and executes the agreement, and may agree on interim dividends if legal conditions are met.

If the “dividend policy” is set out in the bylaws (for example, minimum dividend, preferred dividend, non-voting shares with preferred dividend, etc.), its modification requires a bylaw amendment, which must be approved by the general meeting with the reinforced majorities provided in the LSC for this type of agreement.

3. Legal limits on dividend distribution

From the excerpts of the LSC consulted, several key material limits emerge:

• Dividends can only be distributed from the profit of the fiscal year or from freely available reserves, once legal and statutory obligations are covered.
• The value of net equity cannot be nor remain, after distribution, less than the share capital. If there are accumulated losses that place net equity below capital, profit must first be allocated to offset them.
• Distribution of profits is prohibited if available reserves do not cover, at least, the capitalized R&D expenses recorded as assets.
• The legal reserve (10% of profit until reaching 20% of capital) must be allocated before distributing dividends.
• Distribution agreements contrary to these rules may generate the obligation to return unduly received dividends if shareholders knew of the irregularity, and liability of the directors.

4. Ordinary, extraordinary, and interim dividends

The LSC does not systematically use the labels “ordinary” or “extraordinary,” but in practice:

• The ordinary dividend is the one approved annually charged to the fiscal year result.
• The extraordinary dividend usually comes from freely available reserves (for example, after an asset sale). Legally, it is subject to the same material and formal rules as any profit distribution.
• The interim dividend can only be agreed (by the meeting or directors) if:
  • The directors prepare a financial statement that proves sufficient liquidity, which is then incorporated into the notes.
  • The amount to be distributed does not exceed the results since the end of the last fiscal year, after deducting previous losses, mandatory allocations to reserves, and estimated tax.

Changing the frequency (for example, moving from a single annual dividend to several interim payments) requires respecting these conditions in each specific agreement.

5. Listed companies: disclosure obligations

In addition to the above, listed companies have specific transparency obligations derived from securities market regulations and the CNMV. They must reflect their dividend policy and its evolution in the annual corporate governance report, whose content is structured in Order ECC/461/2013 and Circular 5/2013 (amended by Circular 3/2021), as well as in periodic financial information regulated by Circular 3/2018 and the general transparency regime (for example, Royal Decree 1698/2012).

A relevant change in dividend policy (drastic reduction of the pay-out, elimination of dividends, switch to scrip dividend, etc.) must be sufficiently explained to the market and shareholders, coherently with the corporate interest and the financial situation described in public information.

6. Precautions to reduce risks

In practice, companies that substantially modify their dividend policy usually:

• Document in the board the economic justification (planned investments, solvency needs, indebtedness, etc.).
• Verify with auditors compliance with the legal limits on distribution and consistency with the accounts.
• Ensure equal treatment of shareholders in the same position, paying attention to privileged or non-voting shares, for which the LSC provides a mandatory minimum dividend when distributable profits exist.
• In listed companies, coordinate the general meeting agreement with clear communication in the meeting documentation, corporate website, and corporate governance and financial reports.

7. Other related regulations

Although not all directly refer to dividends, they are part of the regulatory environment in corporate, financial, and transparency matters: Law 5/2021, correction Law 5/2021, ICAC Resolution 27-10-2020, update of NIA-ES, Spain-Turkey agreement, CAF Agreement, correction of TC rulings, RD 1525/1999 (SEPES), Order HFP/1430/2021, correction RDL 14/2018, correction TRLMV 2015, TRLMV 2015, Circular 2/2005, Circular 1/2004, CNMV Circular 2/2025, Circular 4/2017 BdE, Circular 4/2008 IIC, Circular 1/2001 IIC, Circular 4/1993, Circular 4/1997, Circular 4/1994, Circular 3/1997, Order HAC/56/2024, Order HFP/1286/2023, Order DSA/934/2023, Circular 3/2017, CNMV Agreement 2013, Circular 6/2013, Circular 1/2012, Circular 1/2021, ICAC Resolution 2019, CNMV Resolution 2008, RD 1066/2007, Corporate Governance Agreement 2005, Spain-Ireland Agreement, Law 21/2007, correction TRLHL 2/2004, TRLHL, TRLCI, Law 4/2004, Law 15/2014, Law 39/1988, Law 66/1997, Law 53/2002, Law 24/2001, Law 13/1996, RD 364/2007, Order ECO/764/2004, Circular 1/2000, Order “Nuevo Mercado”.