Resolution SMV No. 014-2025-SMV/01

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 1 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and modifications. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

Resolution SMV
No. 014-2025-SMV/01
Lima, September 17, 2025

SEEN:
The File No. 2025035132, the Joint Reports No. 1082-2025-SMV/06/11/12 and No. 1259-2025-SMV/06/11/12, of August 7, 2025 and September 9, 2025 respectively, both issued by the Legal Advisory Office, the Deputy Superintendence of Market Conduct Supervision and the Deputy Superintendence of Investigation, Development and Innovation; as well as the Draft norm that modifies the Annex of the Memory, item (10150) "Report on the Compliance with the Code of Good Corporate Governance for Peruvian Companies", which is part of the Common Standards for the Determination of the Content of Information Documents, approved by General Management Resolution No. 211-98-EF/94.11 (hereinafter, the PROJECT);

CONSIDERING:
That, pursuant to letter a) of article 1 of the Unified Text of the Organic Law of the Securities Market Superintendence (SMV), approved by Legislative Decree No. 26126 (hereinafter, Organic Law), the SMV is authorized to issue legal norms that regulate matters of the securities market;

That, according to letter b) of article 5 of the Organic Law, the SMV Board of Directors has the attribute of approving the regulations of the securities market, as well as those to which natural and legal persons subject to the supervision of the SMV must adhere;

That, in November 2013, the new "Code of Good Corporate Governance for Peruvian Companies" (hereinafter, CBGC) was published, which was elaborated with the participation of public and private institutions, as well as business guilds, collecting standards of good corporate governance identified at the international level;

That, by SMV Resolution No. 012-2014-SMV/01 of June 18, 2014, the Annex of the Memory, item (10150) "Information on the compliance with the Principles of Good Governance for Peruvian Companies", which is part of the Common Standards for the Determination of the Content of Information Documents, approved by General Management Resolution No. 211-98-EF/94.11, was replaced by the "Report on the Compliance with the Code of Good Corporate Governance for Peruvian Companies" (hereinafter, REPORT), which incorporated the internationally used standard known as "comply or explain";

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 2 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and modifications. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

That, by SMV Resolution No. 016-2019-SMV/01 of June 26, 2019, some clarifications were made to the REPORT, taking into account the approval of the "Guidelines for the Qualification of Directors";

That, by SMV Resolution No. 014-2022-SMV/01 of August 2, 2022, the REPORT was modified, in order to incorporate some additional complementary questions related to the participation of women in the highest governing body of companies, the remuneration scheme and the implementation of a prevention model, among others;

That, the PROJECT clarifies and incorporates some complementary questions that seek to expand or complete the scope of the evaluation of the principles concerning the duties and rights of the members of the Board of Directors and special committees, highlighting aspects that are relevant in the current context and of corporate governance, taking as reference the Corporate Governance Principles of the OECD and G20 (hereinafter, PRINCIPLES) and the recommendations of the Corporate Governance Committee of the Organization for Economic Cooperation and Development (OECD), the changes allow to know if there are differences in the remuneration received by the Directors of the Company; as well as the profile of the Audit Committee of companies that have them;

That, in that line, the PROJECT proposes to clarify a question and add another as complementary information regarding the referred practices, which also represents a qualitative improvement of said information, by allowing greater optimization and precision in the information disclosed to the market, in accordance with the highest international standards;

That, by SMV Resolution No. 012-2025-SMV/01 published on August 16, 2025, in the Official Journal El Peruano, the diffusion of the Project in Public Consultation for fifteen (15) calendar days was authorized, through the Institutional Page of the Securities Market Superintendence on the Digital Platform of the Peruvian State (www.gob.pe/smv), in order for interested persons to formulate comments on the PROJECT. This Public Consultation process ended on August 31, 2025;

That, as a result of the aforementioned Public Consultation, comments and suggestions from the market were received regarding the PROJECT, each of which were evaluated by the SMV. Taking into account the contribution of the private sector and in order to improve transparency in the securities market, modifications were made mainly regarding the profile of the members of the Audit Committee of companies that have one. Likewise, the wording of the REPORT questions was clarified for better understanding;

That, this norm was exempted from the application of the Ex Ante Regulatory Impact Analysis, according to the pronouncement of the Multisector Commission of Regulatory Quality (CMCR) of the Presidency of the Council of Ministers, communicated to the SMV on August 14, 2025. Likewise, the PROJECT does not regulate the development of administrative procedures under the scope of the Regulatory Quality Analysis (ACR), so it is not necessary to carry out an Ex Ante ACR prior to its approval; and,

In view of what is established by letter a) of article 1 and letter b) of article 5 of the Unified Text of the Organic Law of the SMV, approved by Legislative Decree No. 26126 and its modifications, item 2 of article 9 of the Organization and Functions Regulation of the Securities Market Superintendence, approved by Supreme Decree No. 216-2011-EF; as well as what was agreed by the SMV Board of Directors in its session of September 15, 2025;

IT IS RESOLVED:

Article 1.- Modify letter g) of Question III.4 of Principle 17: Duties and rights of the members of the Board of Directors of the Annex of the Memory, item (10150) "Report on the Compliance with the Code of Good Corporate Governance for Peruvian Companies", which is part of the Common Standards for the Determination of the Content of Information Documents, approved by General Management Resolution No. 211-98-EF/94.11, which shall be worded as follows:

g. Specify the criteria that the Company uses to determine the remuneration scheme of the members of the Board of Directors. Only in the case that there are differences in the amounts or in the percentages resulting from the application of said criteria among the different Directors during the fiscal year, explain the reasons that justify such differences.

Explanation
Fixed Scheme
Per Board Meeting
Per Committee Meeting
Per Month
Per Year
Other (detail)
Variable Scheme
Per Fiscal Year Results
Per Achievement of Objectives
Other (detail)

Article 2.- Incorporate into Question III.13 of Principle 21: Special Committees of the Annex of the Memory, item (10150) "Report on the Compliance with the Code of Good Corporate Governance for Peruvian Companies", which is part of the Common Standards for the Determination of the Content of Information Documents, approved by General Management Resolution No. 211-98-EF/94.11, the following question:

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 4 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and modifications. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
c. If your answer to Question III.13 is affirmative, specify the following information:

Yes No
Does the Company, to appoint a member of the Audit Committee, consider any of the following criteria?:

1. Having experience and knowledge in finance, accounting, auditing and/or risk management.
2. Having experience in the industry or sector in which the Company operates.
3. Having been a member of the Audit Committee in other companies.
   Did the members of the Audit Committee timely have all the information regarding topics of interest to carry out their functions during the fiscal year?
   Regarding the training of the members of the Audit Committee:
4. Does the Company have a Training Plan for the members of the Audit Committee approved by the Board of Directors?
5. Did the members of the Audit Committee receive specialized training during the fiscal year regarding topics of interest to carry out their functions?
   Regarding the performance evaluation of the members of the Audit Committee during the fiscal year:
6. Did the Audit Committee perform a self-evaluation of its performance?
7. Did the Board of Directors evaluate the effectiveness of the Audit Committee and the performance of its members?

Article 3.- The obligation to present the Annex of the Memory, item (10150) "Report on the Compliance with the Code of Good Corporate Governance for Peruvian Companies", with the modifications included in this resolution, by issuers, will be enforceable from the presentation of the Annual Report corresponding to the 2025 fiscal year.
For the purposes of public offering procedures, the presentation of the Annex of the Memory, item (10150) "Report on the Compliance with the Code of Good Corporate Governance for Peruvian Companies", which modifies this resolution, will be enforceable from April 1, 2026, which must be prepared regarding the fiscal year prior to the start of the inscription and/or registration procedure.

PERU Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 5 Electronically signed document in the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and modifications. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

Article 4.- Publish this resolution in the Official Journal El Peruano and on the Institutional Page of the Securities Market Superintendence – SMV on the Digital Platform of the Peruvian State (www.gob.pe/smv).

Article 5.- This resolution will enter into force the day after its publication in the Official Journal El Peruano.

Register, communicate and publish.

Zósimo Juan Pichihua Serna
Superintendent of the Securities Market