Resolution SMV No. 009-2025-SMV/01

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendency
"Decade of Equal 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. 009-2025-SMV/01 Lima, June 11, 2025 SEEN:
The File No. 2025025354 and the Joint Report No. 781-2025-SMV/06/10/12 of June 9, 2025, issued by the Legal Advisory Office, the Adjunct Superintendency of Prudential Supervision and the Adjunct Superintendency of Investigation, Development and Innovation, as well as the draft modification of the Common Rules for entities that require authorization of organization and functioning of the SMV, approved by Resolution SMV No. 039-2016-SMV/01 (hereinafter, Project); CONSIDERING:
That, within the framework of what is provided in Legislative Decree No. 1256, Legislative Decree that approves the Law on Prevention and Elimination of Bureaucratic Barriers; and Supreme Decree No. 059-2025-PCM, Supreme Decree that provides that entities of the National Government repeal or modify those bureaucratic barriers declared illegal and/or lacking in reasonableness, INDECOPI has issued Resolution No. 000053-2025-GEG/INDECOPI which approves the publication of the list of administrative provisions of entities of the National Government that make up the Executive Power declared as illegal bureaucratic barriers and/or lacking in reasonableness, by final resolutions of the Commission for the Elimination of Bureaucratic Barriers or of the Specialized Chamber for the Elimination of Bureaucratic Barriers of the Competition and Intellectual Property Defense Tribunal of INDECOPI, including in said list, Resolution No. 0015-2022/SEL-INDECOPI, which, as a consequence of the procedure initiated by three (3) Collective Fund Management Companies, confirms as bureaucratic barriers lacking in reasonableness certain requirements normatively established by the SMV, for not having accredited the existence of a real problem justifying the issuance of the questioned provisions; That, through Article 4 of Resolution SMV No. 020-2019-SMV/01, Title III "On the Implementation of Good Corporate Governance Practices in Entities" was incorporated into the "Common Rules for entities that require authorization of organization and functioning of the SMV", approved by Resolution SMV No. 039-2016-SMV/01 (hereinafter, Common Rules), establishing that entities that require authorization of organization and functioning from the SMV indicated in article 1 of the Common Rules (which includes collective fund management companies) must comply with common minimum corporate governance standards, in accordance with their nature and characteristics, recognizing the importance that it has for the integrity and transparency of the securities market and collective fund system, as well as for the protection of investors and associates, to strengthen and promote good corporate governance practices among said entities;

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendency
"Decade of Equal 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, the current legislation applicable to the collective fund system establishes, in safeguard and caution of current and potential associates, obligations and responsibilities that must be complied with by collective fund management companies, as entities that collect and administer third-party resources; as well as minimum requirements and conditions that are demanded of them while they have their operating authorization valid, being some of such requirements, those stated in articles 14, 17 and 20 of the Common Rules, which obliges them to have a Board of Directors, which must be integrated by independent directors who meet the criteria and minimum requirements developed in Resolution SMV No. 016-2019-SMV/01, which approves the "Guidelines for the Qualification of Independent Directors" and that the person who holds the position of Board President and General Manager is not the same person, since this situation, as recognized by best international practices in corporate governance, generates a potential risk of conflicts of interest; That, the SMV convinced that the mentioned measures are necessary to strengthen the integrity, governance and transparency of the collective fund system, considers their requirement reasonable, given the nature and characteristics of these entities that offer services in the collective fund system, therefore it does not share the pronouncement of INDECOPI, through which, in front of the complaint received from three (3) Collective Fund Management Companies, it resolved, that although such requirements comply with the principle of legality, they lack reasonableness, and therefore, inapplicable to the complainants; That notwithstanding the pronouncement of INDECOPI, through which said measures were not applicable to the complainants, the compliance with the majority of them by them is observed, from which it is evident that said entities recognize the advantages of implementing and incorporating in their organizations such good corporate governance practices; That, without prejudice to what has been commented, in observance of article 2 of Supreme Decree No. 059-2025-PCM, by being in the list, Resolution No. 0015-2022/SEL- INDECOPI which declared as bureaucratic barriers lacking in reasonableness the cited measures, the SMV must expressly repeal or, if applicable, remedy the defects of legality due to contravention of the current regulatory framework, through the modification of the respective norm; That, in that sense through the present resolution, articles 14, 17 and 20 of the Common Rules are modified, eliminating with
the modification of article 17, the obligation to apply the Guidelines for the Qualification of Independent Directors, approved by Resolution SMV No. 016-2019-SMV/01, for collective fund management companies and therefore the requirements contained in subsections 2.1), 2.2), 2.3) and 2.4) of numeral 2, in numeral 3 and in numeral 4 of article VII of said guidelines; That, in that sense, and without prejudice to the compliance with Supreme Decree No. 059-2025-PCM, it is pertinent to mention that, the SMV in line with its firm conviction about the goodness and benefits of these measures, is working on an Ex Ante Regulatory Impact Analysis that allows identifying the most adequate solution in front of the public problem that underlies the requirements for the

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendency
"Decade of Equal Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 3 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 collective fund management companies, declared as bureaucratic barriers by INDECOPI; That, on the other hand, having that the tenth considering of Supreme Decree No. 059-2025-PCM states that the same is considered exceptionally excluded by the Multisectorial Commission of Regulatory Quality; and, given that the present resolution is issued in strict compliance with the mandate made by said supreme decree, without incorporating any additional element, it does not correspond to request the exception of the Project, of the Ex Ante Regulatory Impact Analysis; That, likewise, it does not correspond to carry out public consultation of the present norm, under the shelter of what is provided in letter h) of numeral 19.2 of article 19 of Supreme Decree No. 009-2024-JUS, Supreme Decree that approves the Regulation that establishes provisions on publication and dissemination of general legal norms, resolutions and normative projects, which exempts from prepublication when it is contrary to security or public interest, which is applicable in the present case; and, Being in accordance with what is provided by letter a) of article 1 and letter b) of article 5 of the Unified Concordant Text of the Organic Law of the Securities Market Superintendency, approved by Legislative Decree No. 26126 and paragraph 2 of article 9° of the Organization and Functions Regulation of the Securities Market Superintendency (SMV), approved by Supreme Decree No. 216-2011-EF, as well as by what was agreed by the Board of Directors of the SMV in its session of June 10, 2025; IT IS RESOLVED:
Article 1°.- Modify article 14 of the Common Rules for entities that require authorization of organization and functioning of the SMV, approved by Resolution SMV No. 039-2016-SMV/01, which remains drafted in the following terms:
"Article 14°.- Board of Directors
Entities, regardless of their corporate form, must have a Board of Directors with the exception of collective fund management companies constituted under the form of a closed joint-stock company. The Board of Directors of the Entities is composed of a number of members that, in the opinion of the Entity, is sufficient for an effective and participatory performance, and allows the formation of the special committees that may be necessary, in case the company opts to form them."
Article 2°.- Modify the first paragraph and the last paragraph of article 17 of the Common Rules for entities that require authorization of organization and functioning of the SMV, approved by Resolution SMV No. 039-2016-SMV/01, which remains drafted in the following terms:
"Article 17°.- Independent Director

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendency
"Decade of Equal 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 Entities, with the exception of collective fund management companies, must have Independent Directors in their Board of Directors. To this end, to designate a Director as independent, the "Guidelines for the Qualification of Independent Directors", approved by Resolution SMV No. 016-2019-SMV/01 or, the norm that replaces it, must be observed. (...) Entities registered in the Public Registry of the Securities Market must inform the appointment or dismissal of the director qualified as independent, on the next business day of said appointment or dismissal occurring, or in the term established by its respective regulation, if it were less."
Article 3°.- Modify the second paragraph of article 20 of the Common Rules for entities that require authorization of organization and functioning of the SMV, approved by Resolution SMV No. 039-2016-SMV/01, which remains drafted in the following terms:
"Article 20.- Functions of the Management
(...)
The positions of general manager and President of the Board of Directors fall on different persons. What is established in the present paragraph is not applicable to collective fund management companies."
(...)
Article 4°.- Publish the present resolution in the Official Newspaper El Peruano and in the Portal of the Securities Market of the Securities Market Superintendency (www.smv.gob.pe).
Article 5°.- The present resolution will enter into force the day after its publication.
Register, communicate and publish.
Zósimo Juan Pichihua Serna
Superintendent of the Securities Market