Resolution SBS No. 0158-2020: Approval of the Bylaws of the Cooperative Deposit Insurance Fund

Lima, January 13, 2020
Resolution S.B.S.
No. 0158-2020
The Superintendent of Banks, Insurance, and Private Pension Fund Administrators:

CONSIDERING:

That, Law No. 30822 modified the Twenty-Fourth Final and Complementary Provision of the General Law of the Financial System and the Insurance System and Organic Law of the Superintendence of Banks and Insurance - Law No. 26702 and its modifying norms, hereinafter General Law, establishing in numeral 8 the constitution of a Cooperative Deposit Insurance Fund exclusive for Savings and Credit Cooperatives not authorized to capture public resources, as a private law legal entity of a nature distinct from the Deposit Insurance Fund;

That, numeral 8.7 of the Twenty-Fourth Final and Complementary Provision of the General Law states that the Public Registries must inscribe the Cooperative Deposit Insurance Fund in the Register of Legal Entities by virtue of the provisions of the aforementioned legal provision;

That, likewise, numeral 8.6 of the Twenty-Fourth Final and Complementary Provision of the General Law provided that the bylaws of the Cooperative Deposit Insurance Fund be approved by the Superintendence of Banks, Insurance, and Private Pension Fund Administrators;

That, taking into account what is established in the General Law and in the Regulation of the Cooperative Deposit Insurance Fund approved by Resolution SBS No. 5061-2018 and its modifier, the first bylaws of the Fund have been formulated, whose approval corresponds to this Superintendence;

In accordance with what is established by the Twenty-Fourth Final and Complementary Provision of the General Law;

RESOLVES:

Article First.- Proceed with the inscription of the Cooperative Deposit Insurance Fund, constituted in accordance with the Law, in the Register of Legal Entities in accordance with what is established in numeral 8.7 of the Twenty-Fourth Final and Complementary Provision of the General Law.

Article Second.- Approve the Bylaws of the Cooperative Deposit Insurance Fund, which consists of ten (10) Titles, thirty-six (36) articles, and one (1) Final Provision, subject to proceeding with the inscription of the Cooperative Deposit Insurance Fund in accordance with Article First of this Resolution.

Article Third.- This Resolution will enter into force the day following its publication in the Official Newspaper El Peruano.

Register, communicate, publish, and transcribe to Public Registries for its inscription.

SOCORRO HEYSEN ZEGARRA
Superintendent of Banks, Insurance, and Private Pension Fund Administrators

BYLAWS OF THE COOPERATIVE DEPOSIT INSURANCE FUND

TITLE I
ON THE OBJECT, DURATION, DOMICILE, ASSETS, AND FUNCTIONS

Article 1. Object
Under the name of Cooperative Deposit Insurance Fund (the FSDC or Fund), in application of what is established by Law No. 30822 (COOPAC Law) and numeral 8 of the Twenty-Fourth Final and Complementary Provision of the General Law of the Financial System and the Insurance System and Organic Law of the Superintendence of Banks and Insurance, Law No. 26702 and its modifying norms (General Law), the Cooperative Deposit Insurance Fund is constituted exclusively for Savings and Credit Cooperatives not authorized to capture public resources (COOPAC), as a private law legal entity, whose main objective is to protect those who make deposits in COOPAC with the scope and limitations established in the COOPAC Law, the Regulation of the Cooperative Deposit Insurance Fund, approved by Resolution SBS No. 5061-2018 and its modifier (the FSDC Regulation), and the General Law insofar as applicable.

Article 2. Duration
The duration of the Cooperative Deposit Insurance Fund is indefinite.

Article 3. Domicile
The Fund has its domicile in the city of Lima, and may establish offices in the places agreed upon by the Board of Directors.

Article 4. Assets
The assets of the Fund are composed of the resources that it will maintain, in accordance with article 28 of these Bylaws.

Article 5. Functions
The Fund has as functions, among others considered in the FSDC Regulation, the following:
a) Cover deposits in favor of members as requested by the Superintendence of Banks, Insurance, and Private Pension Fund Administrators, considering for such effect what is established in article 12 of the FSDC Regulation, in the event of non-removal of the cause that determined the intervention or dissolution of a Level 1 or 2 member Coopac, or declared dissolution and liquidation of a Level 3 member Coopac, in accordance with the maximum coverage amount established; provided that they have made contributions to the Fund for more than twenty-four (24) months. b) Invest its resources in assets taking into account criteria of security, liquidity, profitability, and diversification determined by the Board of Directors, as indicated in article 11 of the FSDC Regulation.

TITLE II
ON THE ASSEMBLY OF MEMBERS

Article 6. Members of the Fund
In accordance with numeral 8 of the Twenty-Fourth Final and Complementary Provision of the General Law, the Fund is integrated by COOPAC that capture deposits from their members and that are found in the National Register of Savings and Credit Cooperatives Not Authorized to Capture Public Resources. The Superintendence of Banks, Insurance, and Private Pension Fund Administrators requests the Fund to inscribe the COOPAC that complies with what is established in article 8 of the FSDC Regulation. The quality of member is not transferable.

Article 7. Rights and Duties of the Members of the Fund
The members of the Fund have the right to have their operations covered by the Fund in accordance with what is established in numeral 8 of the Twenty-Fourth Final and Complementary Provision of the General Law, and what is established in the FSDC Regulation. It is the duty of the members of the Fund to pay the premiums due to them in a timely manner, in accordance with applicable legal provisions, and to attend the assemblies of members that are convened.

Article 8. Sessions and Functions of the Assembly of Member COOPAC
The Assembly of members may be held in person or remotely. In the latter case, any electronic or other means of communication may be used for its realization, respecting the right to information, allowing the participation of its members, and guaranteeing the authenticity of the agreements adopted. The Assembly of members is exclusively competent to elect and remove the representatives of the member COOPAC before the Board of Directors. The COOPAC elect two (2) principal representatives and two (2) alternate representatives before the Board of Directors.

Article 9. Convocation
The Assembly of members is convened by the National Federation of Savings and Credit Cooperatives of Peru (FENACREP), through its General Manager, at the initiative of the Board of Directors or at the request of twenty percent (20%) of the members of the FSDC. The convocation may be signed manually or by means of digital signatures, and will be carried out by notice in a newspaper of national circulation or by any other adequate physical or electronic means, provided there is evidence thereof. The member COOPAC must designate a person to represent them in the Assembly of Member COOPAC. This person may be a director or official of the COOPAC.

Article 10. Quorum of the Assembly
The quorum is calculated and established at the beginning of the Assembly of Member COOPAC. In the first call, the quorum of the Assembly of Member COOPAC, whether in person or remote, is at least 50% of the member COOPAC of the FSDC; and, in the second call, by any number of members. Once the quorum is verified, the President of the Assembly declares the assembly installed.

Article 11. Election of Representatives
Each member COOPAC of the FSDC is entitled to one vote. To elect the representatives before the Board of Directors of the Fund, it is required to have the majority of votes of the members present in the Assembly session. In case the candidates do not reach the majority of votes of the members, the candidates with the highest number of votes are elected. The candidates may be directors, officials, or members of the member COOPAC, or not. The representatives will be removed by the Assembly of Member COOPAC. For the removal, the vote of the majority of the respective attending members is required.

Article 12. Presidency and Secretariat of the Assembly
The Presidency and Secretariat of the Assembly will be in charge of the persons designated by relative majority by the members attending the Assembly.

Article 13. Content and Approval of the Minutes
The agreements adopted in the assemblies of Member COOPAC are recorded in a Minutes Book duly legalized by a Public Notary. The minutes are approved in the same assembly, must contain the record of their approval, and be signed, at least, by the President of the Assembly, the Secretary of the Assembly, and a member designated for this purpose by the Assembly. The minutes of the Assembly of members, held remotely, must contain the record of the body that held the session, the date, the start and end time of the session, the full name of those who acted as president and secretary, the number of participants, the agreements adopted with indication of the sense of the respective votes, and the means used for their realization; likewise, said minutes will be signed at least by the President of the Assembly, the Secretary of the Assembly, and a member designated for this purpose by the Assembly.

TITLE III
ON THE BOARD OF DIRECTORS

Article 14. Members of the Board of Directors
The administration of the Fund is in charge of its Board of Directors and Technical Secretariat.
The Board of Directors, in accordance with what is established in subnumeral 8.3 of numeral 8 of the Twenty-Fourth Final and Complementary Provision of the General Law, is integrated by:
a) One representative of the Superintendence of Banks, Insurance, and Private Pension Fund Administrators and one of the Adjunct Superintendence of Cooperatives. b) One representative of the Ministry of Economy and Finance. c) One representative of the Ministry of Production. d) Two representatives of the cooperative body with which the Superintendence of Banks, Insurance, and Private Pension Fund Administrators has signed a contract or technical collaboration agreement. e) Two representatives of the COOPAC, designated by the Assembly of Member COOPAC. The representative of the Adjunct Superintendence of Cooperatives presides over the Board of Directors and has a casting vote. In the event of temporary absence of the President, the representative of the Superintendence of Banks, Insurance, and Private Pension Fund Administrators substitutes him in the exercise of his functions, assuming all the attributes mentioned in article 25 of the Bylaws, for the duration of the temporary absence. Understand by temporary absence, any situation, of a temporary nature, that prevents the President from exercising the functions for which he was designated.

Article 15. Duration of the Office of Members of the Board of Directors
The members of the Board of Directors exercise their office for a period of three (3) years, renewable.
Their remuneration is exclusively at the expense of the entities that appoint them.
The members of the Board of Directors will remain in their positions until the designation of their replacement, even if the period for which they were designated by the represented entity or elected by the Assembly of Members has elapsed.

Article 16. Requirements and Impediments of the Members of the Board of Directors
The members of the Board of Directors must meet requirements of moral suitability and must not be subject to the impediments provided for in article 6 of the Regulation of the National Register of Savings and Credit Cooperatives Not Authorized to Capture Public Resources and of the Central Offices, approved by Resolution SBS No. 4977-2018. To assume the office, the members of the Board of Directors must present to the President of the Fund, a sworn declaration of not being subject to the impediments mentioned above, additionally, they must consider the procedure and provisions established in article 4 of the FSDC Regulation.

Article 17. Vacancy of the Office of Member of the Board of Directors
The office of member of the Board of Directors becomes vacant due to:
a) Death; b) Subsequent legal impediment; c) Resignation accepted by the represented institutions referred to in literals a. to d. of paragraph 4.1 of article 4 of the FSDC Regulation, or resignation accepted by the Assembly of Member COOPAC in the case of representatives of the member COOPAC; d) Removal by the represented institutions referred to in literals a. to d. of paragraph 4.1 of article 4 of the FSDC Regulation, or removal by the Assembly of Member COOPAC in the case of representatives of the member COOPAC; e) By permanent physical or mental incapacity that makes it impossible to perform the function; and, f) By absence from three (3) consecutive ordinary sessions or six (6) alternating sessions in the span of twelve (12) months counted from the last unjustified absence. The new representative elected or designated to substitute the member of the Board of Directors whose office is in vacancy, must complete the period of the outgoing representative.

Article 18. Functions of the Board of Directors
The functions of the Board of Directors are the following:
a. Adopt the agreements provided for in these Bylaws. b. Approve, modify, and supervise the annual budget of the Fund;
c. Approve the annual management report and the audited financial statements at the end of the fiscal year;
d. Hire external audits on the management carried out and pronounce on the recommendations derived from them; e. Determine the policies and guidelines for the investments of the Fund; f. Approve, if applicable, the conditions of the credit lines that the Fund obtains from the Treasury or with its guarantee. g. Declare the vacancy of its members; h. Approve the Bylaws and their modifications, and send them to the Superintendence for approval;
i. Request periodic reports on the payment of the Fund's premiums and other aspects it considers pertinent;
j. Dispose of the assets that the Fund obtains by acts of liberality when the holding of these harms its assets; k. Approve the celebration of contracts and the initiation of legal actions;
l. Authorize the expenses incurred by the Fund to carry out its operations and activities;
m. Resolve the other matters referred to the administration of the Fund; and, n. Comply with the other functions that the provisions of the Superintendence of Banks, Insurance, and Private Pension Fund Administrators establish.

Article 19. Sessions of the Board of Directors
The Board of Directors will meet, at least, once a month in ordinary session. Extraordinary sessions will be convened whenever the affairs of the Fund require it at the initiative of the President of the Board of Directors or at the request, in writing and indicating the subject of the convocation, of at least two (2) members of the Board of Directors. In the extraordinary sessions, only the subjects that are the reason for the convocation will be treated. The Board of Directors may hold sessions remotely, through written, electronic, or other means that allow participation, communication, the exercise of the vote, and guarantee the authenticity of the agreements adopted. Any member of the Board of Directors may oppose the use of this procedure and demand the holding of an in-person session, provided that the disagreement is formulated with two (2) business days in advance of the date scheduled for the holding of the remote session. The disagreement must be manifested in writing. For the remote sessions of the Board of Directors, the quorum and adoption of agreements will be governed by what is established in articles 21 and 23 of these Bylaws.

Article 20. Convocation to the Board of Directors
The Board of Directors will be convened by its President through simple communications addressed to the registered domiciles of the members, with proof of receipt.
For the case of remote sessions, the convocation will be carried out by the President of the Board of Directors through simple communications addressed to the registered email addresses of the members, with proof of receipt.

Article 21. Quorum of the Sessions
The quorum in the first call will be half plus one of the members of the Board of Directors, and in the second call, the attendance of three (3) members is sufficient.

Article 22. Obligation to Vote
All members of the Board of Directors are obliged to vote, unless there is a conflict of interest in the subject matter subject to voting, a situation that must be informed prior to the voting.
The Board of Directors will determine the existence of a conflict of interest.

Article 23. Adoption of Agreements
The agreements of the Board of Directors will be adopted by the majority of those attending the session.
The representative of the Adjunct Superintendence of Cooperatives has a casting vote.

Article 24. Content and Approval of the Minutes
The agreements adopted in the Board of Directors will be recorded in a Minutes Book duly legalized by a Public Notary. The minutes will be approved in the same session, they must contain the record of their approval, and be signed, at least, by the President of the Board of Directors and a member designated for this purpose.

Article 25. Attributes of the President of the Board of Directors
The President of the Board of Directors is the legal representative of the Fund. His functions are:
a. Preside over the sessions of the Board of Directors; b. Represent the Fund before all kinds of authorities, whether political, administrative, municipal, labor, social security, and judicial, enjoying the general powers contemplated in article 74 of the Civil Procedural Code, as well as the special powers to dispose of substantive rights, sue, counterclaim, answer lawsuits and counterclaims, withdraw from the process and the claim, file appeal means, intervene in hearings, offer precautionary and counter-precautionary measures, submit to the claim, conciliate, settle, submit to arbitration the controversial claims in the process, and delegate procedural representation;
c. Execute the decisions adopted by the Board of Directors;
d. Sign the contracts and framework agreements that the Board of Directors authorizes their celebration; e. Sign the correspondence of the Fund; f. Convene the sessions of the Board of Directors; g. Request FENACREP to convene the Assembly of Member COOPAC; h. Communicate, to the corresponding entity, the objection of the Superintendence regarding the designation of a representative within a period not greater than thirty (30) days, from when it is communicated to the Fund.
i. Attend, with voice but without vote, the Assembly of Members of the Fund; and,
j. The others assigned to him by the Board of Directors or established in the FSDC Regulation.

TITLE IV
ON THE TECHNICAL SECRETARIAT

Article 26. Functions of the Technical Secretary
The Technical Secretariat is a support body of the Board of Directors. The Technical Secretary will report to the President of the Board of Directors. The Superintendence provides the resources and personnel for the Technical Secretariat. The functions of the Technical Secretary are the following:
a. Prepare the annual management report; b. Formulate the annual budget and carry out its follow-up;
c. Determine and negotiate investments in accordance with the policy and guidelines established by the Board of Directors;
d. Attend, with voice but without vote, the meetings of the Board of Directors; e. Act as secretary of the Board of Directors; f. Prepare the reports requested by the Board of Directors; g. Attend to the correspondence of the Fund; h. Carry out the administrative actions required for the compliance of the agreements of the Board of Directors and the development of the Fund's operations;
i. Keep the Minutes of the sessions of the Board of Directors;
j. Certify the Minutes of the Assembly of Members and of the Board of Directors; and, k. The others assigned to him by the President of the Board of Directors.

TITLE V
ON THE MODIFICATION OF THE BYLAWS

Article 27. Modification of the Bylaws
The modifications of the Bylaws will be agreed upon in a session of the Board of Directors and will be presented to the Superintendence of Banks and Insurance for approval in accordance with what is established in subnumeral 8.6 of numeral 8 of the Twenty-Fourth Final and Complementary Provision of the General Law. The modifications will be inscribed in the Public Registries by virtue of the Resolution of approval issued by said Superintendence.

TITLE VI
ON THE RESOURCES

Article 28. Resources
The resources of the FSDC are:
a) The regular and/or advance premiums paid by the COOPAC; b) The return on its assets; c) The income from fines imposed by the Superintendence, in accordance with what is established in subnumeral 6.7 of numeral 6 of the Twenty-Fourth Final and Complementary Provision of the General Law; d) Donations from public or private institutions, national or foreign; e) In case the resources of the FSDC are not sufficient to meet the payment of the coverages, it may request the advance payment of the premiums from its members; f) The others that it obtains with the approval of the Board of Directors. The FSDC will provide backing for the deposits of the members of the member COOPAC up to the limit of its resources. In this sense, the responsibility of the FSDC is limited to what its resources allow it to back.

Article 29. Investments

The Board of Directors will determine the policy and guidelines for the investment of the FSDC resources, in accordance with the criteria of security, liquidity, profitability, and risk diversification. In the event of a discrepancy among these criteria, the criteria of security and liquidity shall prevail. Investments should preferably be made in the purchase of:
a) Public Treasury Bonds or those of the Central Bank. b) Bonds and other debt securities whose acquisition is permitted for Private Pension Fund Administrators or Mutual Fund Management Companies, issued by institutions outside the savings and credit cooperative system.

Bonds and other debt securities in which FSDC resources are invested must be classified in categories A or better for long-term or CP1 for short-term, by a first-class external risk classification company that has operating authorization in any of the countries comprising the G10, or by a local risk classification company duly registered with the Superintendence and/or the Securities Market Superintendence.

The Fund is prohibited from investing in:
a) Deposits or investments in institutions of the savings and credit cooperative system, regardless of their modality; and, b) The purchase of machinery, equipment, and furniture, with the exception of equipment and furniture necessary for the operationality of the FSDC.

Article 30. Personnel, Assets, and Services
In accordance with the provisions of numeral 9.2 of Article 9 of the 'Regulations of the Cooperative Deposit Insurance Fund', approved by Resolution SBS No. 5061-2018, the Superintendence provides the Fund with the resources and personnel for the Technical Secretariat. The Superintendence of Banks, Insurance, and Private Pension Fund Administrators appoints the Technical Secretary.

TITLE VII
ON COVERAGE

Article 31. Coverage of the Fund
Declared non-removal of the cause that determined the intervention or declared dissolution of a Level 1 or 2 member Coopac, or the dissolution and liquidation of a Level 3 member Coopac, the Fund will pay insured deposits up to the limit allowed in accordance with the provisions of the FSDC Regulations and according to the provisions issued by the Superintendence of Banks, Insurance, and Private Pension Fund Administrators.

TITLE VIII
ON ACCOUNTING, EXTERNAL AUDIT, AND ANNUAL REPORT

Article 32. Fund Accounting
The accounting record of the Fund's operations will be carried out in accordance with the provisions issued by the Superintendence of Banks, Insurance, and Private Pension Fund Administrators.

Article 33. Financial Statements
The Fund's financial statements at the close of each fiscal year, duly audited, must be presented to the Board of Directors for approval within the following ninety (90) calendar days after the close of the fiscal year.

Article 34. External Audit
The management and financial statements of the Fund must be audited annually by a reputable audit firm.

Article 35. Annual Report and Reports
The Fund must issue an annual management report no later than May 31 of each year, which must contain, at least, the audited financial statements and the composition of its investment portfolio.
The financial statements comprise the balance sheet, the income statement, the statement of changes in equity, and the statement of cash flows.

TITLE IX
ON DISSOLUTION AND LIQUIDATION

Article 36. Dissolution and Liquidation.
The dissolution and liquidation of the Fund and the destination of the assets will be established by Law, following the procedure applicable to Civil Associations.

TITLE X
ON FINAL PROVISIONS

Sole Provision. Applicable Norms
In all matters not provided for in these Bylaws, the provisions of the General Law, the FSDC Regulations, and other applicable norms issued by the Superintendence of Banks, Insurance, and Private Pension Fund Administrators shall govern.

10 Paragraph incorporated by Resolution SBS No. 1171-2021 of 04/20/2021 11 Article modified by Resolution SBS No. 02538-2024 published on 07/19/2024.