Spanish Boards Under the Microscope in CNMV’s 2025 Governance Review

Key Takeaways

• Independent Representation Declines: 69.7% of IBEX 35 boards were at least half independent in 2025, down from 72.7% in 2024.
• Executive Chairs Edge Higher: Executive directors chaired 46.9% of listed-company boards, an increase of 0.3 percentage points from the previous year.
• Women Gain More Board Seats: Women held 37.4% of board positions across listed companies and 42.1% at IBEX 35 companies, though they accounted for just 10.3% of executive directors.
• Ownership Remains Concentrated: Significant shareholders and directors together controlled more than half of the share capital at 78 listed companies, while 32 companies had free floats below 25%.
• Board Pay Climbs Sharply: Average board remuneration rose 26.4% to €5.4 million, although the increase would have been 10.3% without €78 million in extraordinary payments at one company.

Deep Dive

The Spanish National Securities Market Commission (CNMV) published its annual reports on corporate governance and board remuneration on September 21, drawing together disclosures submitted by listed companies for the 2025 financial year. Spain’s listed companies reported greater adherence to the country’s Good Governance Code in 2025, even as the largest companies lost some ground on a measure the code is meant to encourage: independent oversight in the boardroom.

Boards remain roughly the same size. Women occupy more seats. Ownership remains concentrated at a substantial number of companies. Executive chairs became slightly more common. And among the IBEX 35, fewer boards could say that at least half of their directors were independent.

That last figure fell to 69.7% in 2025 from 72.7% a year earlier. Across listed companies, meanwhile, 46.9% of board chairs were classified as executives, up 0.3 percentage points from 2024.

The average board had 10.1 members in 2025, little changed from the previous year. Women held 37.4% of board seats, an increase of 1.1 percentage points, while their representation on IBEX 35 boards reached 42.1%. Female executive directors remained considerably rarer, although their share rose from 8.3% to 10.3%.

The CNMV’s findings also offer a closer look at what companies say happens once directors take those seats. Several recommendations concerned with the actual conduct of oversight were among those followed most consistently. These include the expectation that directors voice opposition when they believe a proposal runs contrary to the corporate interest. When a director raises concerns over a proposal and those concerns remain unresolved, the recommendation calls for them to be recorded in the minutes.

Listed companies also reported following the recommendation that directors be kept regularly informed of changes in the shareholder structure and of the views of significant shareholders, investors and rating agencies concerning the company and its group.

The audit committee, meanwhile, should be able to summon any employee or executive. Nomination committees should consult the board chair and chief executive, and individual directors should be able to ask the committee to consider candidates for board vacancies.

These are less conspicuous measures of governance than the percentage of independent directors on a board, but they reach further into how a board actually functions. Independence on paper has limited value if directors do not challenge proposals, concerns disappear from the record or committees cannot obtain information from elsewhere in the organization.

There are still recommendations companies resist more frequently. Among the least followed, either fully or partially, was the recommendation that IBEX 35 companies maintain separate nomination and remuneration committees. Another concerns executive directors retaining shares or financial instruments for at least three years before transferring ownership or exercising them.

Ownership concentration adds another layer to the question of board independence. Aggregate free float stood at 40.7% in 2025, little changed from 40% a year earlier. At 78 listed companies, significant shareholdings together with blocks of shares held by directors exceeded half of the company’s share capital.

Thirty-two companies had free floats below 25%. At two, the figure was below 5%. The CNMV also reported an average director age of 61.3 years.

Below the board, the gains in female representation are less pronounced. Women held 25.56% of senior management positions across listed companies and 27.7% at IBEX 35 companies. Nearly 40% of female senior managers worked in legal, human resources, communications and internal audit. Their presence was lowest in strategy, finance and business functions.

Female representation on IBEX 35 boards has now moved above 40%, but the pipeline into the executive ranks remains much thinner. Only about one in ten executive directors was a woman in 2025.

Remuneration Rises, and Disclosure Remains a Concern

The CNMV’s separate examination of board remuneration brings the question back to oversight. The regulator again identified shortcomings in how companies explain the non-financial measures used to determine variable pay. That includes sustainability factors. It also said companies should provide fuller explanations of significant changes in remuneration during the financial years covered by their reports.

Those explanations matter particularly in a year when the headline numbers moved sharply. Average total remuneration for boards rose 26.4% to €5.4 million in 2025. One company, however, accounted for €78 million in extraordinary payments. Remove that effect and the increase would have been 10.3%.

Average remuneration per director increased 12.2% to €477,000 a year. Executive directors received an average €2.4 million, up 26.3%, while average remuneration for non-executive directors declined 1.14% to €173,000.

The distance between executive pay and employee pay also widened. Excluding extraordinary payments, executive directors received 42 times the average remuneration of employees at listed companies, compared with 32.9 times in 2024.

At IBEX 35 companies, the ratio rose from 55 times to 67 times. Outside the index, it increased from 18 to 22 times. Non-executive directors continued to receive almost three times average employee remuneration.

There were substantial differences in remuneration by gender, although the CNMV cautioned against reading too much into some of the averages because relatively few women hold executive board positions.

Female executive directors earned 1.9% less than their male counterparts overall. Outside the IBEX 35, the difference was 48.6%. Among non-executive directors, men earned 21.1% more than women, although the CNMV found virtually no pay gap among independent directors.

The remuneration figures will naturally draw attention. A 26.4% increase tends to do that. Yet the more durable questions in the CNMV’s reports concerns who sits on the board, who controls the company, how much independence directors possess, whether dissent survives into the minutes and whether committees can explain the decisions for which they are responsible.

The CNMV has included guidance and interpretations intended to improve the quality of future reporting and has advised securities issuers to review them. For companies, that makes the exercise more than an annual accounting of board composition. It is also a record of how governance is supposed to work when the boardroom door closes.

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