Rule · SMV · 19 Sep 2025
Issuers of the General Regime must apply due diligence and take all necessary measures to comply with obligations for presenting and disseminating information, including the GC Report, and adhere to securities market regulations. The requirement to present answers to specific questions becomes enforceable starting with the Annual Report for the 2025 exercise.
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" Av. Paseo de la Republica 3617 San Isidro Central: 610 - 6300 www.smv.gob.pe Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml San Isidro, September 18, 2025 CIRCULAR No. 422-2025-SMV/11.1 Gentlemen Issuers of the General Regime Present:- Ref.: File No. 2025041152 We address you regarding Resolution SMV No. 014-2025-SMV/01, published in the Official Gazette El Peruano on September 18, 2025 (See ANNEX), through which a clarification and an incorporation in the "Report on Compliance with the Code of Good Corporate Governance for Peruvian Companies" (hereinafter, GC Report) have been approved. As you are aware, the GC Report is part of the Annual Report that must be presented and disseminated by your represented entity by March 31 of the following year; in accordance with what is established in the Common Standards for the Determination of the Content of Information Documents, approved by General Management Resolution No. 211-98-EF/94.11; Article 1 of Resolution SMV No. 012-2014-SMV/01; and, Articles 19 and 20 of the "Standards on preparation, presentation and dissemination of financial statements, annual report and management report applicable to entities supervised by the Securities Market Superintendence", approved by Resolution SMV No. 012-2014-SMV/01. Regarding these two modifications to the GC Report, it should be indicated that they are questions whose answers will allow knowing if there are differences in the remuneration received by the Directors of the company; as well as the profile of the Audit Committee of the companies that have these 1. In this sense, you are hereby informed for all corresponding effects that the clarification to the GC Report refers to the criteria used by the company to determine the remuneration scheme of its Board of Directors members, in the following manner:
1 This, having as reference the Corporate Governance Principles of the OECD and G20 and the recommendations of the Corporate Governance Committee of the Organisation for Economic Co-operation and Development (OECD).
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" Av. Paseo de la Republica 3617 San Isidro Central: 610 - 6300 www.smv.gob.pe Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml And the incorporation refers to the criteria applied by the company to designate the members of the Audit Committee, their training and their performance evaluation:
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" Av. Paseo de la Republica 3617 San Isidro Central: 610 - 6300 www.smv.gob.pe Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
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" Av. Paseo de la Republica 3617 San Isidro Central: 610 - 6300 www.smv.gob.pe Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml Thus, the obligation to present the answers to these two questions will be enforceable from the presentation of the Annual Report corresponding to the 2025 exercise, in accordance with what is ordered in Article 3 of Resolution SMV No. 014-2025-SMV/01. Therefore, considering the above, it is necessary that your represented entity apply due diligence and take all necessary measures in order to comply with all its obligations and duties of presentation and dissemination of information, including that of the GC Report; as well as to comply with the rest of the securities market regulations. This circular is issued within the framework of the orientative supervision actions of the General Superintendence of Conduct Supervision of the SMV (IGSC), provided for in Article 245 of the Single Text of the General Administrative Procedure Law No. 27444, approved by Supreme Decree No. 004-2019-JUS 2 ; and does not require a response. Without further particulars, we remain at your disposal. Sincerely, Alix Godos General Superintendent General Superintendence of Conduct Supervision
2 "Article 245.- Conclusion of the supervision activity (...)
245.2. Entities will endeavor to carry out some supervisions only with an orientative purpose, that is, for risk identification and notification of alerts to the regulated entities with the purpose of improving their management."
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" Av. Paseo de la Republica 3617 San Isidro Central: 610 - 6300 www.smv.gob.pe Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
ANNEX
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" Av. Paseo de la Republica 3617 San Isidro Central: 610 - 6300 www.smv.gob.pe Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
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" Av. Paseo de la Republica 3617 San Isidro Central: 610 - 6300 www.smv.gob.pe Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
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" Av. Paseo de la Republica 3617 San Isidro Central: 610 - 6300 www.smv.gob.pe Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
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" Av. Paseo de la Republica 3617 San Isidro Central: 610 - 6300 www.smv.gob.pe Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
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" Av. Paseo de la Republica 3617 San Isidro Central: 610 - 6300 www.smv.gob.pe Electronically signed document within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulations and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml
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“This circular is issued within the framework of the orientative supervision actions of the General Superintendence of Conduct Supervision of the SMV (IGSC), provided for in Article 245 of the Single Text of the General Administrative Proce…”
“Article 1 of Resolution SMV No. 012-2014-SMV/01; and, Articles 19 and 20 of the "Standards on preparation, presentation and dissemination of financial statements, annual report and management report applicable to entities supervised by the…”
“We address you regarding CIRCULAR Nº 422-2025-SMV/11.1 dated September 18, 2025, through which it was communicated that... Resolution SMV Nº 014-2025-SMV/01 had been published”
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