Rule · SMV · 6 Mar 2024
Issuers with securities registered in the Public Registry of the Securities Market must disclose as a material fact the appointment of the audit firm for fiscal year 2024 on the same day the shareholders' meeting, board, or equivalent body adopts the resolution; issuers whose appointment depends on the Comptroller General of the Republic must report on the day the appointment is known. Those issuers must also report the start date of the audit work on the day it is known. Filing is through the MVNet System using the forms "Appointment and termination of contract" and "Start of audit work". The circular is orientative and requires no response.
PERU Ministry of Economy and Finance
SMV
Superintendency of the Market in Securities
"Decade of Equal Opportunities for Women and Men" "Year of the Bicentennial, of the consolidation of our Independence, and the commemoration of the heroic battles of Junín and Ayacucho"
Miraflores, 05 March 2024
Gentlemen
ISSUERS WITH SECURITIES REGISTERED IN THE PUBLIC REGISTRY OF THE SECURITIES MARKET Present.-
Ref.: File No. 2024009387
I address you in relation to the obligation to disclose as a material fact the appointment of the audit firm that will issue the opinion on the individual or separate annual financial statements corresponding to fiscal year 2024; in accordance with the provisions of article 381 of the Financial Information Regulation and Manual for the Preparation of Financial Information, approved by CONASEV Resolution No. 103-99-EF/94.10 and its amending norms (hereinafter, Financial Information Regulation), as well as by numeral 112 of Annex 1 of the Regulation of Material Facts and Reserved Information, approved by SMV Resolution No. 005-2014-SMV/01 and its amending norms (hereinafter, Regulation of Material Facts).
In this regard, you are reminded that the appointment of the audit firm that will issue the opinion on your financial statements for fiscal year 2024 must be disclosed as a material fact on the same day that the Shareholders' Meeting or the Board of Directors or equivalent body adopts the resolution appointing the audit firm; or, in the case of issuers whose appointment of the external audit firm depends on the Comptroller General of the Republic, on the day that the appointment of the audit firm by said public entity is known. It should be noted that, if as of the date of receipt of this circular, your represented entity has already disclosed as a material fact the appointment of the audit firm responsible for issuing the opinion on the annual financial statements for fiscal year 2024, it will not be necessary to resend such information.
Likewise, in the case of issuers whose appointment of the external audit firm depends on the Comptroller General of the Republic, you are reminded that you must report as a material fact the start date of the audit work by the audit firm appointed and contracted to issue the opinion on your financial statements for fiscal year 2024, on the day that it is known.
[1] "Article 38.- Obligations related to the external audit Companies obligated to present audited financial information must report, as a material fact, the appointment of their independent auditors. Issuer companies whose appointment of independent auditors depends on the Comptroller General of the Republic must report as a material fact the appointment of their independent auditors at the time they become aware of such appointment, as well as the date on which the audit work will begin. The work plan of the independent auditors may be requested by the SMV from the audit firms."
[2] Annex 1 of the Regulation of Material Facts: "11. Appointment and termination of contract with your audit firm."
Av. Santa Cruz 315
Miraflores
Central : 610-6300 www.smv.gob.pe
Electronic document fi rmado digitally signed under Law No. 27269, Law of Fi rmas and Digital Certificates, its Regulation and amendments. The integrity of the document and the authorship of the( s) fi rma( s) can be verified at https://apps.fi rmaperu.gob.pe/web/validador.xhtml
PERU Ministry of Economy and Finance
SMV
Superintendency of the Market in Securities
"Decade of Equal Opportunities for Women and Men" "Year of the Bicentennial, of the consolidation of our Independence, and the commemoration of the heroic battles of Junín and Ayacucho"
The presentation of the aforementioned information must be made through the MVNet System, section "Information Obligations", option "Material Facts", by using the forms called "Appointment and termination of contract" and "Start of audit work". In order to facilitate compliance with such obligations, a "User Guide" is attached hereto (See Annex), which details the steps to be taken into account for the presentation of the information applicable to you.
Finally, it should be noted that this circular does not require a response, since its nature is solely orientative, preventive and referential, and therefore does not exempt your represented entity from the responsibility it has to know, analyze and observe the securities market regulations and, consequently, fully comply with the information presentation obligations that are applicable to it.
Without further particular, I remain yours.
Sincerely,
Signed by: GODOS GARCIA Alix Fernando
Reason:
Alix Godos
General Intendant
General Intendancy of Conduct Supervision
Av. Santa Cruz 315
Miraflores
Central : 610‐6300 www.smv.gob.pe
Electronic document digitally signed under the framework of Law No. 27269, Law of Digital Signatures and Certificates, its Regulation and amendments. The integrity of the document and the authorship of the( s) sign ature( s) can be verified at https://apps.fi rmaperu.gob.pe/web/validador.xhtml
The User1 must access the System, then the «Information Obligations» menu and the «Material Events» option.
The User must select the data form corresponding to the submission of information on the audit firm that will issue the audit report on its financial statements.
[1] Users must be previously registered in the «MVNet User Registry» of the Information Technology Office (OTI) of the SMV.
The User must select the corporate body that has appointed the audit firm that will issue the audit report on its financial statements, as well as the date of the appointment resolution. By clicking the «New» option, the User shall proceed to register the audit firm that has been appointed by the selected corporate body.
Using the selector in the image, the User shall search for the audit firm in the SMV database and select it from the search results.
NOTE: Only in the event that the audit firm is not registered in the SMV database, the User must proceed to create the record through the «New Basic Record» option.
Once the audit firm has been selected, the User must register the fiscal year or range of fiscal years for which it will issue the audit report on its financial statements, completing the «Initial Fiscal Year» and «Final Fiscal Year» fields.
By way of example, below are three (3) screens with different options for completing the «Initial Fiscal Year» and «Final Fiscal Year» fields:
(i) If the audit firm was appointed for only one fiscal year:
(ii) If the audit firm was appointed for two fiscal years:
(iii) If the audit firm was appointed for three fiscal years:
Once the data has been completed, click the «Save» option and the summary of the movements that will be communicated as a material event will be displayed.
The User verifies whether the information recorded in the form is correct, and proceeds with the «Save» option.
Finally, the User must select the person who will sign the material event and continue with the Signing and Submission process.
The steps described in the following section apply only to those issuers whose appointment of independent auditors depends on the Contraloría General de la República and, therefore, are obliged to communicate the start of the audit work as a material event2 . If your represented entity is not in that situation, you may continue to section 3. «Signing and Submission».
[2] In accordance with the provisions of article 38 of the Regulation of Financial Information and Manual for the Preparation of Financial Information, approved by CONASEV Resolution No. 103-99- EF/94.10 and its amending norms.
The User must complete the following data:
i) the date of the resolution or decision in which the start date of the audit work was set;
ii) the fiscal year for which the start date of the audit work will be reported, showing the appointed audit firm;
iii) the start date of the audit work for the selected fiscal year; and,
iv) a brief comment on the information of the material event to be communicated.
The User verifies whether the information recorded in the form is correct, and proceeds with the «Save» option.
Finally, the User must select the person who will sign the material event and continue with the Signing and Submission process.
The User authorized to sign the communication must access the «General Options» menu and select the «Signing and Submission» option, where the prepared information is located.
The User authorized to sign the communication may review the information to be sent through the icon . Once you have given your consent, you will sign each of the documents and select the «Send» checkbox.
March, 2024
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