Summary
Details
- Argentina
Issuers authorised for public offering (CNV-regulated issuers) must file the Corporate Governance Code report annually.
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What’s Required
1) Annual filing of the Corporate Governance Code report (regulated information, not marketing content)
RG 797/2019 incorporates, as an annex to CNV Norms (N.T. 2013 and mods.), a model report for the Corporate Governance Code. This is filed with annual documentation and is therefore within the perimeter of CNV supervision and liability for inaccurate or misleading information.
2) “Comply or explain” logic as a compliance control
The compliance mechanism is not simply “have policies”, but to:
indicate compliance with each governance principle, and
where not compliant, provide a specific explanation (and in many cases an action plan and timeline).
For ESG-related disclosures, this creates a structured accountability mechanism: if the issuer does not have environmental/sustainability policies or indicators, it must explain why they are not relevant, which is itself a regulated statement.
3) Environmental/sustainability policy disclosure within corporate governance reporting
Argentina’s Sustainable Stock Exchanges (SSE) profile summarises that CNV requires issuers to report their environmental or sustainability policy and main performance indicators, or explain why not relevant. While the exact indicator list may vary by issuer materiality and CNV model, the compliance expectation is that environmental governance is not an optional narrative: it is either disclosed with indicators or explained as not relevant.
4) Internal governance required to support disclosures
In practice, issuers need a documented internal process to produce a defensible report:
responsibility assignment (board committee, company secretary, ESG lead, CFO sign-off).
evidence pack for each disclosure (policies approved, KPIs definitions, data lineage, controls).
change control year-on-year (what changed, why, and evidence).
legal review, because disclosures form part of CNV-regulated information and may be relied upon by investors.
5) Alignment risk: CNV filings vs sustainability reports vs bond disclosures
Many issuers publish sustainability reports and may issue SVS instruments. The key compliance risk is inconsistency: KPIs, boundaries, emissions values, or stated “policies” differ across CNV filings, sustainability reports, and offering documents. RG 797 makes the Corporate Governance Code report a high-sensitivity anchor document that should reconcile with other disclosures.
Important Deadlines
Date of adoption: 14 June 2019 (CNV RG 797/19).
Publication (B.O.) and entry into force: B.O. 19/06/2019, effective 20/06/2019 (as reflected in the published resolution record).
Compliance cadence: Annual, tied to the issuer’s annual reporting cycle and CNV information regime.
Current Status
In force as part of CNV norms, with the Corporate Governance Code report model incorporated as an annex and applied to issuers under the public offering regime.
Penalties for Non-Compliance
Potential consequences include:
CNV findings require corrections, restatements, or additional information.
sanctions under the CNV information regime for omissions or misleading statements (depending on severity and intent).
market and reputational impacts, especially where investors rely on ESG governance disclosures.
increased scrutiny for issuers with repeated “explain” responses without credible improvement plans.
Examples of Known Violations
Common failure modes in practice include:
boilerplate “not relevant” explanations for environmental policies without any materiality rationale.
KPIs disclosed without definition, boundary, or assurance, later contradicted by sustainability reports or bond reporting.
publishing ambitious environmental commitments publicly but reporting “no policy/indicators” in the Corporate Governance Code filing.
weak evidence packs, making the issuer unable to substantiate disclosures during supervision or investor diligence.
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