2021-03-10
The Board of Directors of the Securities Market Superintendence of Panama issued General Resolution JD-2-2021 to extend the submission deadline for specific regulated entity reports originally due on March 31, 2021, to April 30, 2021. This extension applies to annual audited financial statements and related sworn declarations for price providers, licensed entities, investment societies, and registered issuers, requiring joint signatures from designated officials. The resolution clarifies that this extension does not exempt regulated entities from the immediate obligation to report any material facts or circumstances affecting their operations or investor interests.
Promulgated in Official Gazette No. 29247 of March 23, 2021.
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REPUBLIC OF PANAMA BOARD OF DIRECTORS SECURITIES MARKET SUPERINTENDENCE
General Resolution SMV No. JD-2-21 Of March 10, 2021
"That extends the deadline for the submission of certain reports held by entities regulated by the Securities Market Superintendence, whose original submission date expires on March 31, 2021, as part of the temporary measures adopted in response to the National Emergency State declared by the Cabinet Council as a consequence of COVID-19"
The Board of Directors of the Securities Market Superintendence,
in exercise of its legal powers, and
CONSIDERING:
That Law 67 of September 1, 2011, reformed Decree-Law 1 of July 8, 1999, and created the Securities Market Superintendence as an autonomous state agency, with legal personality, own assets, and administrative, budgetary, and financial independence.
That the Board of Directors, in accordance with articles 5, 6, 10 (items 1, 5, and 20), 19, and 20 of the Single Text of the Securities Market Law (hereinafter: Single Text), acts as the Highest Consultative, Regulatory, and Policy-Setting Body of the Superintendence and has among its attributes: to adopt, reform, and revoke agreements that develop the provisions of the Securities Market Law, as well as to issue resolutions of general application, which must be published in the Official Gazette and enter into force from their promulgation, unless the Board of Directors establishes another date.
That the Superintendence, by virtue of article 3 of the Single Text, has the general objective of regulating, supervising, and overseeing the activities of the securities market developed in the Republic of Panama or from it, promoting legal certainty for all market participants and guaranteeing transparency, with special protection of investors' rights.
That for the supervision of securities market activities, the Single Text establishes the duty to report information to the Superintendence by its regulated entities, whether licensed or registered; additionally, it attributes to the Superintendence the determination of the form and periodicity in which such reports will be made, for which various Agreements have been adopted.
That, in this sense and through various Agreements adopted by this Board of Directors, the Superintendence implemented the Electronic System for Information Submission (SERI) as a means to comply with the periodic reporting of a series of reports by regulated entities.
That it is public knowledge the National Emergency State declared by the Cabinet Council, as well as the sanitary and security measures that have been adopted to prevent and control the spread of the COVID-19 disease.
That this Superintendence has been adopting measures to mitigate the risk of possible contagion, which preserve at all times the health and safety of its officials and users, but which also allow guaranteeing the continuity of its administrative functions in this National Emergency State and, therefore, the provision of services in the securities market.
That taking into account the current and unprecedented situation facing the country, but above all being understanding of the burdens and difficulties generated by the adverse effects of the COVID-19 pandemic, the Superintendence has decided to extend the deadline for the submission of certain reports held by its regulated entities, whose original submission date expires on March 31, 2021, in such a way that they can comply timely, in due form and content, with said periodic reporting duty and the Superintendence can have the necessary information for its correct supervision.
That it is important to keep in mind what is provided in article 251 of the Single Text, regarding the prohibition of making, or causing to be made, false or misleading statements in a report or in
Promulgated in Official Gazette No. 29247 of March 23, 2021. 2
any other document presented to the Superintendence; without prejudice to the fact that this constitutes a very serious offense in light of article 269 (item 1, letter e) of the Single Text.
Therefore, the Board of Directors of the Securities Market Superintendence, in exercise of its legal powers,
RESOLVES:
ARTICLE ONE: EXTEND until April 30, 2021, the deadline for the submission of annual audited financial statements by price provider entities and entities with a license issued by the Securities Market Superintendence, whose original submission date expires on March 31, 2021.
This extension also applies to the submission of the sworn declaration accompanying the annual audited financial statements, as well as to the submission of Annex No. 9 (Annual Audit Declaration of Client Account Balances)1 held by securities houses.
The sworn declaration must bear the joint signature of at least two (2) of the persons provided for in article 3 of Agreement No. 8-2000 of May 22, 2000, understood as: one (1) dignitary of the Board of Directors, either the president or the treasurer, and one (1) representative of the administration, either: the general manager, the financial director, or the comptroller, to fulfill this duty.
These reports must be submitted in the form and by the means established in articles one and two of General Resolution SMV No. JD-4-20 of April 23, 2020 adopted by the Securities Market Superintendence.
ARTICLE TWO: EXTEND until April 30, 2021, the deadline for the submission of annual audited financial statements of investment societies and for the submission of the annual update report (IN-A) of issuers registered with the Securities Market Superintendence, whose original submission date expires on March 31, 2021.
This extension also applies to the sworn declaration that forms part of the IN-A or that accompanies the annual audited financial statements, which must be submitted in the form and by the means established in articles one and two of General Resolution SMV No. JD-4-20 of April 23, 2020 adopted by the Securities Market Superintendence; additionally, it must bear the joint signature of at least two (2) of the persons provided for in article 3 of Agreement No. 8-2000 of May 22, 2000, understood as: one (1) dignitary of the Board of Directors, either the president or the treasurer, and one (1) representative of the administration, either: the general manager, the financial director, or the comptroller, to fulfill this duty.
The foregoing also applies to guarantors of registered issuers, who are in turn banks or subsidiaries or holding companies of banks.
ARTICLE THREE: CLARIFY that what is provided in articles one and two of this general resolution does not exempt regulated entities from the duty to immediately inform the Securities Market Superintendence of any material fact or relevant circumstance that affects or may affect the development or continuity of their operations or the interests or rights of investors or the requirements established by the Securities Market Law for the development of their activities, respectively.
1 See article 20-A of Agreement 4-2011 of June 27, 2011.
Promulgated in Official Gazette No. 29247 of March 23, 2021. 3
ARTICLE FOUR: VALIDITY. This resolution will enter into force from its promulgation in the Official Gazette.
LEGAL BASIS: articles 3, 5, 6, 10 (item 20) 19 and 20 of the Single Text of Decree-Law 1 of July 8, 1999.
LET IT BE COMMUNICATED, PUBLISHED, AND COMPLIED WITH,
(signed) (signed) Eduardo Lee Luis Chalhoub President of the Board of Directors Secretary of the Board of Directors. /aatencio.