2018-06-29
Added
This regulation establishes the normative framework for the external audit of basic financial statements of holding companies of financial groups and sub-holding companies. It mandates that these entities hire independent audit firms and auditors who meet specific independence, experience, and ethical requirements. The document defines the scope of prohibited relationships to ensure auditor independence, including revenue concentration limits and restrictions on financial or employment ties between the auditor and the client.
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GENERAL PROVISIONS APPLICABLE TO HOLDING COMPANIES OF FINANCIAL GROUPS AND SUB-HOLDING COMPANIES THAT REGULATE MATTERS JOINTLY ASSIGNED TO THE NATIONAL SUPERVISORY COMMISSIONS
Published in the Official Gazette of the Federation on June 29, 2018, modified by Resolutions published in the same official medium on December 21, 2021, March 14, December 19 and 22, 2025.
The National Banking and Securities Commission, the Insurance and Bonds Commission, and the Retirement Savings Systems Commission, pursuant to the provisions of Articles 91, first paragraph, 94, fifth paragraph, and 98 of the Law to Regulate Financial Groupings; 4, fractions II, VI, XXXVI and XXXVIII, 16, fraction I of the Law of the National Banking and Securities Commission; 366, fractions I, II, V and XXXIX, 372, fractions I, III, VI and XLIII of the Law of Insurance and Bonds Institutions and 5th, fraction XVI, 11 and 12 fractions I, VIII and XVI of the Law of Retirement Savings Systems, and
CONSIDERING
That it is necessary to update the regulation that ensures the transparency and reliability of the financial information of holding companies of financial groups in order to improve the quality of external audit services hired by said holding companies, given that the financial information contained in their basic financial statements is the instrument through which their financial stability and solvency are verified, which allows for adequate supervision and, at the same time, for shareholders and other interested parties, to have relevant information about such companies;
That it is necessary to strengthen the communication channels of the governing bodies of the holding companies with the external auditor, with the objective of providing means and mechanisms that allow their constant and efficient interaction aimed at improving the content and quality of the reports, including the disclosure of significant matters and other documentation that said external auditors prepare, providing confidence and certainty to the Mexican financial system;
That it is essential that the audit committee of the holding companies strengthens and documents its activities related to external audit, and that it is convenient to include the obligation of external auditors to present to said committee a report with significant information on the development of the external audit, which facilitates the evaluation of the performance of the external audit functions;
That in order to safeguard independence in the exercise of the external auditor's work, it is indispensable to establish the requirements that must be met for such purposes, as well as those applicable to the legal entity in which they work, and
That in order to strengthen the national financial system, it is required that external audit work comply with the highest quality standards, so that the information derived from them is accurate, transparent and reliable for holding companies of financial groups, as well as for financial authorities and the market in general, therefore norms are incorporated aimed at ensuring said end, have resolved to issue the following:
GENERAL PROVISIONS APPLICABLE TO HOLDING COMPANIES OF FINANCIAL GROUPS AND SUB-HOLDING COMPANIES THAT REGULATE MATTERS JOINTLY ASSIGNED TO THE NATIONAL SUPERVISORY COMMISSIONS
TITLE ONE
GENERAL PROVISIONS
Sole Chapter
Preliminary Provisions
TITLE TWO
ON THE AUDIT OF BASIC FINANCIAL STATEMENTS
Chapter One
General Provisions
Chapter Two
On the requirements that Independent External Audit Firms and Auditors must meet
Chapter Three
On the applicable standards for carrying out external audit work, as well as on the content of the External Audit Report and other communications
Chapter Four
On the hiring of the Firm
Chapter Five
On the substitution of the Firm and the Independent External Auditor
Chapter Six
On the follow-up of the work of the Firm and the Independent External Auditor
Chapter Seven
On the evaluation of the work of the Firm and the Independent External Auditor
Chapter Eight
On the presentation of the External Audit Report, as well as other communications to the Supervisory Commission
Chapter Nine
On the powers of the Supervisory Commission
(2) TITLE THREE
(2) ON ACCOUNTING, VALUATION OF SECURITIES AND OTHER FINANCIAL INSTRUMENTS, FINANCIAL INFORMATION AND ITS DISCLOSURE (2) Chapter One (2) On Accounting, Valuation of Securities and other financial instruments, financial information and its disclosure.
(2) First Section
(2) On Accounting Criteria
(2) Second Section
(2) On the valuation of Securities and other financial instruments (2) Section A (2) General Provisions (2) Section B (2) On the hiring of Price Providers (2) Section C (2) On Internal Valuation Models (2) Section D (2) On the Valuation of Securities and other financial instruments under disordered conditions, high volatility in the markets or whose characteristics present liquidity or valuation problems (2) Chapter Two (2) On the financial statements and texts that are noted at the bottom, as well as on the disclosure of financial information. (1) TITLE FOUR (1) PRUDENTIAL PROVISIONS
(1) TITLE FIVE
(1) ON THE TERM FOR THE PRESERVATION OF DOCUMENTS
ANNEXES
(7) Annex 1 Accounting criteria for holding companies of financial groups and sub-holding companies (4) Annex 2 Repealed
TITLE ONE
GENERAL PROVISIONS
Sole Chapter
Preliminary Provisions
Article 1.- These provisions aim to establish the regulatory framework related to those matters that, according to what is stated in the Law to Regulate Financial Groupings, must be regulated jointly by the Supervisory Commissions.
(1) Article 2.- For the purposes of these provisions and in addition to the concepts provided in Article 5 of the Law to Regulate Financial Groupings, the following shall be understood, in singular or plural:
(1) I. Independent External Auditor, the public accountant or licensed public accountant who meets the characteristics and requirements contained in Chapter Two of Title Two of these provisions, who signs the External Audit Report and other communications required pursuant to Article 16 of these provisions, on behalf of the Firm providing external audit services hired by the Holding Company.
(1) II. Audit Committee, the committee of the Holding Company established by its Board of Directors to develop the audit activities referred to in the Law to Regulate Financial Groupings.
(1) III. Board, the board of directors of the Holding Companies constituted in accordance with what is established in the Law to Regulate Financial Groupings.
(1) IV. Accounting Criteria, the "Accounting criteria applicable to holding companies of financial groups and sub-holding companies" contained in Annex 1 of these provisions.
(1) V. Firm, the legal entity whose activity is the provision of Basic Financial Statements audit services, in which Independent External Auditors work.
(1) VI. Basic Financial Statements, the consolidated basic financial statements and the individual basic financial statements of the Holding Companies.
(1) VII. Audit Team, that considered as such in terms of the professional ethics code issued by the Mexican Institute of Public Accountants, A.C.
(1) VIII. External Audit Report, the opinion on Basic Financial Statements or the document prepared by an Independent External Auditor that expresses an opinion on the Basic Financial Statements as a result of an external audit carried out in accordance with the ISA.
(1) IX. ISA, the International Standards on Auditing issued by the International Auditing and Assurance Standards Board of the International Federation of Accountants.
(1) X. Registry, the National Securities Registry referred to in Chapter II of the Securities Market Law, or any other that replaces it.
(1) Additionally, the terms "associate", "holding company" and "subsidiary" used in these provisions, will have the meaning established for that purpose by the Financial Information Standards issued by the Mexican Council of Financial Information Standards, A.C.
TITLE TWO
ON THE AUDIT OF BASIC FINANCIAL STATEMENTS
Chapter One
General Provisions
Article 3.- The provisions contained in this Title aim to establish the requirements that Independent External Audit Firms and Auditors must meet who provide external audit services of Basic Financial Statements, the applicable standards for carrying out external audit work and the content of the External Audit Report and the communication referred to in article 16 of these provisions, prepared by said Firms and Independent External Auditors, as well as the rules on hiring, substitution, follow-up and evaluation of external audit work.
Article 4.- Holding Companies must hire the services of a Firm that has Independent External Auditors who meet the requirements provided in these provisions, to carry out the external audit of their Basic Financial Statements and the issuance of the External Audit Report, as well as for the preparation of the communication referred to in article 16 of these provisions.
Holding Companies, through their Audit Committee, must monitor and document that, prior to the annual designation or ratification of the hiring of the Firm that will provide said services, these adhere to what is established in these provisions.
Chapter Two
On the requirements that Independent External Audit Firms and Auditors must meet
Article 5.- The Independent External Auditor who audits the Basic Financial Statements of the Holding Company must meet the following requirements:
I. Be a partner of the Firm hired by the Holding Company to provide external audit services of Basic Financial Statements, which must comply with what is provided in Articles 10 and 11 of these provisions.
II. Have a valid registration issued by the General Administration of Federal Tax Audit of the Tax Administration Service or with the valid certification as a public accountant issued by the professional college recognized by the Ministry of Public Education to which it belongs.
III. Have a minimum professional experience of five years in external audit work related to entities in the financial sector, or ten years in other sectors.
Article 6.- The Independent External Auditor additionally, on the date of celebration of the service provision contract, during the development of the audit and until the issuance of the External Audit Report, as well as the communication referred to in article 16 of these provisions, must meet the following requirements:
I. Be independent in terms of article 7 of these provisions.
II. Not have been expelled, nor be suspended from their rights as a member of the professional association to which they belong, if applicable.
III. Not have been convicted by an irrevocable sentence for a property or intentional crime that warranted corporal punishment.
IV. Not be disqualified from conducting commerce or holding an employment, position or commission in public service or in the Mexican financial system, nor have been declared bankrupt or in commercial bankruptcy without having been rehabilitated.
V. Not have records of suspension or cancellation of any certification or registration required to function as an Independent External Auditor, due to causes attributable to the person and which originated in intentional or bad faith conduct.
VI. Not have been, nor have an offer to be a councilor or executive of the Holding Company or, if applicable, of its subsidiaries, associates, entities with which joint control agreements are made or legal entities that belong to the same Business Group or Consortium.
VII. Not have any pending litigation with the Holding Company, or if applicable, with its subsidiaries, associates, entities with which joint control agreements are made or legal entities that belong to the same Business Group or Consortium.
VIII. Not have been removed, suspended or disqualified by any of the Supervisory Commissions, in their capacity as Independent External Auditor of any of the financial entities supervised by said Supervisory Commissions.
Article 7.- The Firm, the Independent External Auditor and the persons who are part of the Audit Team who provide external audit services of Basic Financial Statements must be and remain independent on the date of celebration of the service provision contract in question, during the development of the external audit and until the issuance of the External Audit Report, as well as the communication referred to in article 16 of these provisions.
It will be considered that there is no independence when the Firm, the Independent External Auditor and the persons who are part of the Audit Team, fall under any of the following circumstances:
I. The income received by the Firm from the Holding Company or, if applicable, from its subsidiaries, associates, entities with which joint control agreements are made or legal entities that belong to the same Business Group or Consortium as the Holding Company derived from the provision of their services, represent together 10% or more of the total income of the Firm during the year immediately preceding that in which the service is intended to be provided.
II. The Firm, Independent External Auditor or any partner or member of the Audit Team has been an important client or supplier of the Holding Company or, if applicable, of its subsidiaries, associates, entities with which joint control agreements are made or legal entities that belong to the same Business Group or Consortium as the Holding Company, during the year immediately preceding that in which the service is intended to be provided.
It is considered that a client or supplier is important when their sales or purchases to the Holding Company or, if applicable, to its subsidiaries, associates, entities with which joint control agreements are made or legal entities that belong to the same Business Group or Consortium as the Holding Company, represent together 10% or more of their total sales or, if applicable, total purchases.
III. The Independent External Auditor or any partner of the Firm in which they work, are or have been, during the year immediately preceding their designation as Independent External Auditor, councilor, general manager or employee occupying a position within the two immediate lower levels to the latter in the Holding Company or in its subsidiaries, associates, entities with which joint control agreements are made or legal entities that belong to the same Business Group or Consortium as said Holding Company.
IV. If applicable, the Firm, Independent External Auditor, any partner or member of the Audit Team, the spouse, concubine, concubinario or economic dependent of the aforementioned natural persons, have investments in shares or debt securities issued by the Holding Company or, if applicable, by its subsidiaries, associates, entities with which joint control agreements are made or legal entities that belong to the same Business Group or Consortium as the Holding Company, have credit instruments that represent said values or derivatives that have them as underlying, except if they are fixed-term deposits, including withdrawable certificates of deposit on predetermined days, bank acceptances or promissory notes with yield liquidated at maturity, provided that these are contracted under market conditions.
The provisions of this fraction will not apply to:
a) The holding of shares representing the share capital of variable income investment funds and debt instruments.
b) The holding of shares representing the share capital of investment companies specialized in retirement funds.
c) The holding of shares representing the share capital of a joint stock company, registered in the National Securities Registry under the National Banking and Securities Commission, through trusts constituted for that sole purpose in which they do not intervene in investment decisions or in titles referred to indices or baskets of shares or in credit instruments that represent shares of the share capital of two or more joint stock companies issued under trusts.
V. The Firm and the Independent External Auditor, any partner or member of the Audit Team, the spouse, concubine, concubinario or economic dependent of the aforementioned natural persons, maintain with the Holding Company or, if applicable, with its subsidiaries, associates, entities with which joint control agreements are made or legal entities that belong to the same Business Group or Consortium as the Holding Company, debts for loans or credits of any nature, except if they are credit card debts, for financing intended for the purchase of durable consumer goods, for mortgage credits for the acquisition of real estate and for personal and payroll credits, provided that they are granted under market conditions.
VI. If applicable, the Holding Company, its subsidiaries, associates, entities with which joint control agreements are made or legal entities that belong to the same Business Group or Consortium as the Holding Company, have investments in the Firm carrying out the audit.
VII. If applicable, the Firm or the Independent External Auditor, any partner or member of the Audit Team, provide to the Holding Company, in addition to the external audit of Basic Financial Statements, any of the following services:
a) Preparation of the Basic Financial Statements including their notes, as well as the accounting, of the Holding Company, its subsidiaries, associates, entities with which it makes joint control agreements or legal entities that belong to the same Business Group or Consortium as the Holding Company, as well as the data used as support to prepare said Basic Financial Statements, their notes or any item of these and any other type of service that aims to prepare said financial statements.
b) Operation, direct or indirect, of the financial information systems of the Holding Company or administration of its technological infrastructure related to financial information systems.
c) Design or implementation of internal controls on financial information, as well as policies and procedures for risk management in the Holding Company.
d) Supervision, design, or implementation of the computer systems, whether hardware or software, of the Holding Company, which concentrate data supporting the Basic Financial Statements or generate information significant for the preparation of these.
e) Valuations, appraisals, or estimates, except those related to transfer pricing studies for tax purposes or that do not form part of the evidence supporting the external audit of Basic Financial Statements.
f) If applicable, temporary or permanent administration of the Holding Company, participating in decisions.
g) Internal audit.
h) Recruitment and selection of personnel of the Holding Company to occupy positions of General Manager or the two levels immediately below this, or any person whose position allows them to exercise influence over the preparation of accounting records or Basic Financial Statements on which the Independent External Auditor must express an opinion.
i) Litigation before courts or when the Firm, the Independent External Auditor, or any partner or employee of the Firm, holds a general power of attorney with authority for dominion, administration, or litigation and collection granted by the Holding Company.
j) Preparation of opinions that, in accordance with the laws regulating the Mexican financial system, must be issued by licensed lawyers.
k) Any service provided whose documentation could form part of the evidence supporting the external audit of Basic Financial Statements or any other service that implies or could imply conflicts of interest regarding the external audit work of Basic Financial Statements, in accordance with what is stated in the codes of ethics referred to in fraction IX of this article.
VIII. The fees that the Firm receives or will receive for auditing the Basic Financial Statements of the Holding Company, depend on the result of the audit itself or the success of any operation carried out by said company that has as its basis the External Audit Report.
IX. The Firm, the Independent External Auditor, or any partner or member of the Audit Team, is located in any of the circumstances provided for in the professional ethics code of the college of professionals recognized by the Ministry of Public Education to which they belong or, in the absence thereof, the one issued by the Mexican Institute of Public Accountants, A.C. or the one that replaces it, or the circumstances contemplated in the Code of Ethics issued by the International Federation of Accountants, “International Federation of Accountants”, as causes of partiality in judgment to express their opinion, provided that such circumstances are more restrictive than those contained in these provisions.
X. The Firm of which the Independent External Auditor is a partner, has outstanding accounts receivable with the Holding Company for fees from audit services or for any other service already provided to the Holding Company, as of the date of issuance of the External Audit Report.
XI. When the Firm or the Independent External Auditor identify threats that are not reduced through safeguards to an acceptable level to provide the external audit service, in accordance with the codes of ethics referred to in fraction IX of this article.
The Firm and the Independent External Auditor shall be responsible for compliance with the independence requirements referred to in this article.
The Independent External Auditor must report to the Audit Committee, as soon as they become aware of these facts, the threats to independence that arise in the development of the external audit of Basic Financial Statements, as well as the safeguards applied.
Article 8.- The Independent External Auditor, in their capacity as a partner of the Firm responsible for the external audit of Basic Financial Statements, as well as the engagement quality control reviewer and the Audit Team Manager, shall not participate in the external audit of Basic Financial Statements in question for more than five consecutive years, being able to be designated again after a minimum interruption of two years. During the two-year period referred to, the Independent External Auditor, as well as the Audit Team Manager, shall not provide services other than the external audit of Basic Financial Statements to the Holding Company or the entities comprising the Financial Group, in order to be able to be designated as such again in the Holding Company.
Additionally, rotation shall be carried out, at the discretion of the Independent External Auditor responsible for the external audit of Basic Financial Statements, of the personnel involved in the execution of the audit.
Article 9.- The documentation and working papers belonging to the Firm responsible for the external audit of Basic Financial Statements that support the External Audit Report, as well as all information and other elements of judgment used to prepare the corresponding report and the communication referred to in Article 16 of these provisions, shall be preserved, physically or through images in digital format, on optical or magnetic media that allow their extraction and reading, for a minimum period of five years counted from the closing of the documentation and working papers of the external audit. The Firm and the Independent External Auditor shall have a maximum period of sixty calendar days, from the date on which the External Audit Report and other communications and reports in question are issued, to conclude the closing of the documentation and working papers of the external audit.
During the course of the audit and within the five-year period indicated, the Firm and the Independent External Auditor are obligated to keep available to the Supervisory Commission the information contained in the documents and working papers or any other record with which the work of the external audit of Basic Financial Statements is documented and that support the preparation of the External Audit Report and, if applicable, the communication referred to in Article 16 of these provisions. Such information or records may be reviewed jointly with the Independent External Auditor or with the manager in charge of the audit, for which the Supervisory Commission itself may require their presence in order for them to expand on the reports or supply the elements of judgment that served as the basis for the formulation of the opinion or report prepared in accordance with these provisions.
Article 10.- The Firm, in the external audits of Basic Financial Statements, as well as in the issuance of the communication referred to in Article 16 of these provisions, must maintain a quality control system referred to in International Standard on Quality Control 1 “Quality control for firms that perform audits and reviews of financial statements, and other assurance and related services engagements” and in International Standard on Auditing 220 “Quality Control for an Audit of Financial Statements” or those that replace them, issued by the International Auditing and Assurance Standards Board of the International Federation of Accountants, as well as in the “Quality Control Standard” or the one that replaces it, issued by the Mexican Institute of Public Accountants, A.C., in accordance with what is provided in the methodologies contained in the cited standards.
The Firm and the Independent External Auditor must ensure that a quality control review of the audit engagement is carried out in accordance with the standards indicated in the previous paragraph, prior to the issuance of the External Audit Report.
Such review must be documented in the working papers of the external audit referred to in the first paragraph of Article 9 of these provisions, and be available during the execution of the audit for the Audit Committee.
Article 11.- The Firm must have an updated manual on the quality control system, referred to in the standards indicated in Article 10 of these provisions, for the provision of the audit service in accordance with these provisions.
The aforementioned manual on the quality control system must:
I. Be approved by the person in charge of the quality control system and by the General Manager or equivalent of the Firm.
II. Contain policies and procedures to ensure that all external audit work and the other communications and reports indicated in Article 16 of these provisions are carried out in accordance with the standards referred to in the first paragraph of Article 15 of these provisions, as well as with the guidelines of the professional ethics codes referred to in fraction IX of Article 7 of these provisions.
III. Provide, at least, for the following policies, procedures, and mechanisms:
a) Those applicable to all levels of personnel performing external audit work for the issuance of the External Audit Report and the communication referred to in Article 16 of these provisions.
b) Those necessary to assign appropriate professional personnel with the necessary capacity and competence and who have knowledge of the business of the Holding Company and the entities comprising the Financial Group and the standards applicable to them to perform the assigned work.
c) Those that allow having reasonable assurance that the work required in accordance with these provisions is performed consistently and in accordance with professional standards and applicable regulatory requirements, as well as to issue appropriate reports to the circumstances.
d) Those corresponding to the performance of an objective evaluation, when required, of the significant judgments made by the Audit Team, as well as of the conclusions reached for the formulation of the External Audit Report and the communication required in accordance with Article 16 of these provisions.
e) Those relating to the preservation of evidential documents that allow demonstrating the implementation of the quality control system, as well as the timely closing of working papers after having issued the External Audit Report and the communication required in accordance with Article 16 of these provisions.
f) Those that clearly determine the functions and responsibilities of the Independent External Auditor and the partners and employees in charge of performing the external audit, in which commitments of confidentiality by said persons are included.
g) Those relating to the evaluation of the professional capacity and competence of personnel involved in the external audit.
h) Those that allow having reasonable assurance that the Firm and its personnel comply with applicable ethical requirements.
i) Those relating to permanent communication between the personnel in charge of the quality control system with the Independent External Auditor, the partners and employees in charge of performing the audit, in order to request information that allows the Firm to identify the degree of compliance with the independence requirements established in these provisions.
j) Those that allow verifying that the information contained in the working papers or databases adequately support the opinion, communication, or report issued.
k) Those corresponding to the acceptance and continuance of clients and specific engagements.
l) Those designed to provide reasonable assurance that consultations generated internally on complex or controversial issues are carried out and documented.
m) Those applicable to quality reviews, establishing the nature, scope, and timing of such reviews and the documentation requirements, as well as the criteria for the eligibility of quality reviewers.
n) Those that provide reasonable assurance that the quality control system operates effectively.
ñ) Those that allow identifying that reasonable time is dedicated and sufficient resources are assigned for the proper performance of external audit functions.
o) Those that allow identifying and, if applicable, reporting to the Audit Committee, threats to independence and, if applicable, the safeguards applied.
p) Those that allow identifying and reporting, if applicable, to the Audit Committee and the Supervisory Commission, non-compliance by the Firm and the Audit Team with professional ethics codes and independence standards established in these provisions.
q) Those relating to disciplinary procedures that ensure compliance with the policies, procedures, and mechanisms indicated in this article.
r) Those applicable to the rotation of members of the audit team.
Article 12.- The Firm must ensure that the quality control system referred to in the standards indicated in the first paragraph of Article 10 of these provisions complies, at least, with the following:
I. Have sufficient resources for its development, as well as mechanisms that allow preserving the documentation generated by said system.
II. Be adequate and proportional to the magnitude and complexity of its activities and those of the Independent External Auditor, as well as those of the Holding Company and entities comprising the Financial Group.
III. Ensure that when contracting third-party external audit services is carried out, the quality control or the capacity of competent authorities to supervise compliance with their obligations and those of the Independent External Auditor in accordance with these provisions is not affected.
IV. Have systems that allow its partners and employees to have periodic information from the Holding Company and the entities comprising the Financial Group, regarding which they must maintain independence.
V. Contain internal permanent training programs for its partners and persons who are part of the Audit Team, which ensure the acquisition of technical knowledge related to the audited sector, audit standards, and the applicable financial information framework, ethical and independence standards, as well as those necessary to carry out the external audit work of Basic Financial Statements of the Holding Company. Likewise, it must have a record of said programs with the necessary observations that allow identifying and following up on the development of each partner and employee.
The Firm must ensure that it has personnel in charge of the quality control system who monitor compliance with the requirements regarding said system established in these provisions.
Article 13.- The Firm must participate in a quality evaluation program that contemplates, at least, the following:
I. The degree of compliance with the ISAs, referred to in Article 15 of this instrument.
II. The content and degree of compliance with the manual referred to in Article 11 of these provisions.
Article 14.- The Firm shall be responsible for ensuring that its personnel comply with professional standards and applicable quality requirements, technical capacity, and for the development of their work referred to in the applicable provisions.
Additionally, it shall be responsible, together with the Independent External Auditor, for the content of the External Audit Report, as well as for the communication referred to in Article 16 of these provisions.
In the event that threats to independence or non-compliance with the standards established in the ethics codes referred to in fraction IX of Article 7 of these provisions are identified, the Independent External Auditor must document them in the audit working papers.
Third Chapter
Of the applicable standards for the performance of external audit work, as well as of the content of the External Audit Report and other communications
Article 15.- Independent External Auditors, for the performance of external audit work of Basic Financial Statements, must adhere to the ISAs issued by the International Auditing and Assurance Standards Board of the International Federation of Accountants.
The External Audit Report must communicate those matters that, in the judgment of the Independent External Auditor, are relevant to the audit, basing its determination on ISA 701 “Communicating Key Audit Matters in the Auditor’s Report”.
Article 16.- The Independent External Auditor will provide the Holding Company in question with a communication of observations in which the identification of observations corresponding to substantive procedures, the evaluation of internal control, and other matters, ordered by relevance, in the judgment of the Independent External Auditor, is included.
Once the communication referred to in the previous paragraph is received, the Holding Company must prepare an action plan containing preventive and corrective measures to address the observations, indicating the compliance deadline. Said action plan must be made known to its Audit Committee, the Independent External Auditor, and sent to the Supervisory Commission within ninety calendar days following the receipt of the communication referred to in the previous paragraph.
The Supervisory Commission may formulate to the Holding Companies, as well as to the Independent External Auditors, requests for additional specific information related to their work.
Fourth Chapter
Of the hiring of the Firm
Article 17.- The Board of Directors, in relation to the external audit services of Basic Financial Statements, must approve:
I. The substitution of the Firm or the Independent External Auditor, in charge of the audit.
II. The amount of remuneration, both for the external audit service and for services other than the external audit of Basic Financial Statements.
The matters that according to this article must be authorized by the Board of Directors, will be presented through the Audit Committee.
Article 18.- The Holding Companies must inform and remit to the Supervisory Commission, through their General Manager or representative, no later than fifteen business days following the hiring of the corresponding Firm, an authenticated copy by the Secretary of the Board of Directors, relative to the agreement by which said body approves the designation of the Firm for its hiring and, when applicable, the annual ratification thereof.
Article 19.- The Holding Companies must remit to the Supervisory Commission through their General Manager or representative, a copy of the contract for the provision of external audit services of Basic Financial Statements, as well as for the issuance of the communication referred to in Article 16 of these provisions, in which the fiscal year for which the Firm will provide its services is indicated.
The copy of the contract signed by the parties must be sent within thirty business days following the date of its celebration.
In the respective contract, the following obligations on the part of the Firm shall be expressly established:
I. That it must provide the Holding Company in question with the information and documentation that it requires and that allows it to prove to the Supervisory Commission compliance with the obligations established in these provisions.
II. That in the event that the Holding Company changes the Firm to which the Independent External Auditor belongs, this one in its capacity as predecessor auditor, according to the term defined in the ISAs, must provide the Independent External Auditor in its capacity as successor auditor, access to the working papers of the external audit of the last audited period, within thirty business days following the receipt of the request made by the Holding Company in question.
III. That in the event that it decides to cease providing the external audit service, it must provide a report in the terms indicated in Article 26 of these provisions.
Article 20.- The Holding Companies must inform the Supervisory Commission through their General Manager or representative, the type of services other than the external audit of Basic Financial Statements that, if any, they had contracted with the Firm, the Holding Company, and the entities comprising the Financial Group, as well as the amount of remuneration paid for said services, exposing the reasons why this does not affect the independence of the Firm and the Independent External Auditor. For this latter purpose, the Holding Companies will take into account the importance that the result of the service provided might have on the Basic Financial Statements, as well as the remuneration paid for said services in relation to the corresponding one for the external audit services.
The information referred to in the previous paragraph must be provided to the Supervisory Commission within thirty business days following the session of the board of directors or the equivalent social body of the Holding Company or the entity comprising it in which the aforementioned hiring is approved and prior to the provision of the services other than the external audit of Basic Financial Statements referred to in this article.
Article 21.- The Audit Committee, for the hiring of the Firm, must at least perform the following activities:
I. Validate, prior to the designation of the Firm, that both this and the Independent External Auditor, comply with the personal, professional, and independence requirements established in the applicable laws and these provisions for the provision of
mentioned external audit service and, where applicable, services other than the external audit of Basic Financial Statements.
II. Obtain from the Firm the statement regarding compliance with the quality control standard corresponding to the audited fiscal year, presented before the professional college recognized by the Ministry of Public Education to which said Firm belongs or, when the college in question does not require such a statement, the one issued by the Firm itself regarding compliance with the obligation referred to in Article 11 of these provisions.
III. Opine, prior to the appointment of the Firm, regarding whether the resources proposed to execute the external audit program are reasonable considering the scope of the audit, the nature and complexity of the operations of the Holding Company and other entities that make up the Financial Group in question, as well as the structure of the latter.
IV. Review the terms of the audit engagement, prior to the signing of the service provision contract.
Article 22.- The Audit Committee, for the purposes of the annual appointment or ratification of the Firm, must validate the knowledge and professional experience of the Independent External Auditor, the manager, and the person in charge of the audit who will participate in the external audit, as well as compliance with the requirements established in these provisions by the Firm, the Independent External Auditor, and personnel participating in the external audit, considering, in addition, the complexity of the business of the Holding Company and other entities that make up the Financial Group in question.
For the purposes of the annual appointment and ratification of the Firm, the Audit Committee must have a documented process that is transparent and impartial and that allows it to evaluate compliance with the requirements referred to in the first paragraph of this article. In cases where the Audit Committee intends to propose the appointment of another Firm, it must previously evaluate at least two options and duly justify the preference for one of them, such that there is a possibility of choosing considering compliance with the aforementioned requirements.
Article 23.- The Audit Committee, for the development of the obligations contemplated in these provisions, may rely on people from areas independent of the general management.
The activities carried out by the Audit Committee in accordance with these Provisions and the results obtained from them must be documented.
Fifth Chapter
On the replacement of the Firm and the Independent External Auditor
Article 24.- The Audit Committee must evaluate the possible replacement of the Firm or, where applicable, the Independent External Auditor when they cease to meet the necessary requirements for the development of their work.
Article 25.- The replacement of the Firm or the Independent External Auditor carried out by any Holding Company must be reported in writing to the Supervisory Commission by the general manager or representative, within five business days following the Board of Directors session in which the replacement was approved, exposing the reasons motivating it and attaching the appropriate documentation to comply with these provisions.
In the event that the replacement referred to in this article takes place, the Supervisory Commission may consult with the Firm or Independent External Auditor to learn their point of view regarding the reasons motivating their replacement.
Article 26.- The Firm that decides to terminate the provision of external audit services referred to in these provisions will inform the Supervisory Commission, within ten business days following the date on which it ceases to provide the cited service, the reasons that motivated its decision and will deliver to the Supervisory Commission itself and the Holding Company in question, a communication of the external audit work performed up to that moment.
Sixth Chapter
On the monitoring of the work of the Firm and the Independent External Auditor
Article 27.- The Audit Committee will monitor the external audit activities of Basic Financial Statements, as well as the issuance of the communication indicated in Article 16 of these provisions, keeping the Board of Directors informed regarding the performance of said activities.
Likewise, the Audit Committee will supervise the activities of the Independent External Auditor, who at the request of said Audit Committee must report on the activities and the development of the audit.
Article 28.- The Audit Committee, in the monitoring of external audit activities will carry out, at least, the following activities:
I. Contribute to ensuring that the internal audit area or the internal auditor facilitate the development of external audit activities.
II. Foster that the Holding Company and its subsidiaries have policies that allow them to have personnel in charge of the preparation, review, and authorization of accounting, as well as of the Basic Financial Statements and their notes, subject to external audit, and with the knowledge of the accounting regulation applicable to said Holding Company and to the financial entities that make up the Financial Group.
III. Regarding external audit:
a) Know, at the beginning of the external audit work, the focus of the review, taking into consideration the level of materiality, the scope of the planned audit, and the significant issues identified.
b) Monitor that during the development of the external audit, the Independent External Auditor has all the necessary documentation in a timely manner to perform its functions, having access to documentation related to the work of third parties hired by the Holding Company in question, if such documentation is necessary for the performance of the external audit.
c) Maintain effective communication with the Independent External Auditor that allows informing the latter of any matter that, where applicable, has an impact on regulatory capital, as well as relevant matters for the development of the external audit.
During the course of the external audit, the point of view of the Independent External Auditor regarding important issues identified by the latter and how they impact the focus of the external audit must be known.
d) Inform the Supervisory Commission, when aware, of non-compliance or risks that affect the independence of the Firm and the Independent External Auditor, through a detailed report.
e) Summon the Independent External Auditor, as an invited guest with the right to speak but without voting, to the sessions of said committee, when deemed appropriate due to the topics to be discussed.
f) Review with the Independent External Auditor, prior to the issuance of the External Audit Report, the statement letter issued by the general manager or by any member of the administration of the Holding Company, prepared in accordance with International Standard on Auditing 580 "Written Representations", placing special emphasis on matters in which the Independent External Auditor required specific declarations on any item of the Basic Financial Statements.
g) Evaluate, prior to the conclusion of the external audit work, the compliance of the Independent External Auditor with the initial audit program, and in case there were changes, evaluate their reasonableness.
IV. Monitor that corrective measures are implemented to address in a timely manner the findings and recommendations of the Independent External Auditor.
Article 29.- The Independent External Auditor may attend as an invited guest with the right to speak but without voting to the sessions of the Audit Committee, when the latter deems it appropriate due to the topic to be discussed, having to withdraw when deemed appropriate by said committee.
Article 30.- The area responsible for the internal audit of the Holding Companies must facilitate to the Independent External Auditor the information it has available due to its functions and that is necessary for the performance of the external audit and keep at its disposal the report of the results of its reviews presented both to the Board of Directors and to the Audit Committee.
Article 31.- The Holding Company must obtain from the persons and officials responsible for signing its audited Basic Financial Statements a declaration in which they manifest the following:
I. That they have reviewed the information presented in the audited Basic Financial Statements to which these provisions refer.
II. That the audited Basic Financial Statements do not contain information on false facts, as well as that they have not omitted any relevant fact or event, of their knowledge, that could be necessary for their correct interpretation in light of the provisions under which they were prepared.
III. That the audited Basic Financial Statements and additional information to them, present fairly in all material aspects the financial situation and the results of the operations of the Holding Company.
IV. That internal controls have been established and maintained, as well as procedures regarding the disclosure of relevant financial information.
V. That internal controls have been designed with the objective of ensuring that material aspects and information related to the Holding Company, its subsidiaries, associates, entities with which they carry out joint control agreements, or legal entities belonging to the same Business Group or Consortium are made known to the administration.
VI. That they have revealed to the Firm, to the Independent External Auditors, and to the Audit Committee, through timely communications, the significant deficiencies detected in the design and operation of internal control that could adversely affect, among others, the function of recording, processing, and reporting financial information.
VII. That they have revealed to the Firm, to the Independent External Auditors, and to the Audit Committee any alleged fraud or irregularity, of their knowledge and involving the administration or any other employee who plays an important role related to internal controls.
The declaration referred to in this article must be sent to the Supervisory Commission, jointly with the External Audit Report, as well as the audited Basic Financial Statements and their notes, no later than April 30 of the year following the closure of the fiscal year to which the cited report and the information in question correspond.
Seventh Chapter
On the evaluation of the work of the Firm and the Independent External Auditor
Article 32.- The Audit Committee will be responsible for establishing operating policies for the periodic evaluation of the Firm and the Independent External Auditor who provide external audit services for Basic Financial Statements and for the issuance of the communication indicated in Article 16 of these provisions, as well as the manner in which it will be carried out taking into account what is provided in the following Article 33 of these provisions.
Article 33.- The Audit Committee will carry out, at least, the following activities in the evaluation of external audit activities:
I. Evaluate at the end of the external audit engagement, the performance of the Firm and the Independent External Auditor, as well as the quality of the External Audit Report and the communication indicated in Article 16 of these provisions, derived from the external audit service in compliance with these provisions.
II. Review with the Independent External Auditor, the results of the communication and the opinion indicated in the previous subsection, in order to understand their reasoning to reach their conclusions.
III. Annually inform the Board of Directors, the following:
a) The evaluation of services other than external audit of Basic Financial Statements or complementary ones, where applicable, provided by the Firm in charge of performing the external audit.
b) The result of the evaluation regarding compliance, by the Firm and the Independent External Auditor, with the independence requirements established in Article 7 of these provisions.
c) The results of the review of the External Audit Report and the accompanying Basic Financial Statements, as well as the communication indicated in Article 16 of these provisions.
d) The mention and monitoring of the implementation of preventive and corrective measures derived from the observations of the external audit in accordance with the action plan referred to in the second paragraph of Article 16 of these provisions.
e) The results of the evaluation of the performance of the Independent External Auditor, as well as of the quality of the External Audit Report and, where applicable, the communication, prepared in compliance with what is provided in subsection I of the previous article of this article.
Likewise, measures taken to guarantee the independence of the Firm and the Independent External Auditor, as well as of the personnel who participated in the audit, must be contemplated.
f) The measures adopted due to complaints made by shareholders, board members, relevant executives, employees, and in general, any third party on topics related to external audit.
The Audit Committee may request from the Firm and the Independent External Auditor, the documentation that evidences compliance with the obligations and requirements established in accordance with these provisions, regarding the contracted audit service, without prejudice to the fact that said committee must meet with the latter, at least, once a year.
Article 34.- The Independent External Auditor is obliged to provide the Audit Committee with a communication, prior to the issuance of the External Audit Report.
The scope of the aforementioned communication must include at least the following:
I. The name of the Independent External Auditor and of the persons with a hierarchical level equal to or lower than this who participated in the external audit and, where applicable, the activities that formed part of the external audit that were performed by specialists or other persons who do not belong to the Firm in charge of the external audit, as well as their names and organizations to which they belong.
II. The description of the policies and procedures implemented to prevent and address threats to independence, as well as to guarantee the quality of the external audit.
III. The quantitative level of materiality and tolerable error applied, both to the Basic Financial Statements as a whole, as well as to specific items of operations or account balances, as well as the qualitative factors considered for their determination.
IV. The description of the nature, scope, and timing of the procedures performed in the external audit. Said description must contain at least the following:
a) The significant processes of the Holding Company and of the entities that make up the Financial Group of which the Independent External Auditor has evaluated, and their relationship with the item or concept of the Basic Financial Statements reviewed, including off-balance sheet accounts.
b) The risks of material misstatement, as this term is defined in ISAs, identified, associated with the item or concept of the Basic Financial Statements, including off-balance sheet accounts, as well as the controls related to them, regarding which the Independent External Auditor has had knowledge, during the development of the audit.
c) The control tests performed by the Independent External Auditor, associated with the identified risks of material misstatement, as well as the description of the methodology to determine the size of the samples and the results obtained.
d) The conclusion of the Independent External Auditor on the evaluation of the operational effectiveness of relevant internal controls and its effect on the design of the nature, timing, and scope of substantive procedures, as this term is defined in ISAs, applied to the items or concepts of the Basic Financial Statements, including off-balance sheet accounts.
e) The conclusion of the Independent External Auditor on the evaluation of the congruence between the information contained in the systems or applications and the accounting records that have been subject to their review indicating the item or concept of the Basic Financial Statements associated, including off-balance sheet accounts.
f) The substantive procedures, as this term is defined in ISAs, performed by the Independent External Auditor on the items or concepts of the Basic Financial Statements, including off-balance sheet accounts, that in their opinion they consider significant and that contain: the description of the methodology to determine the size of the samples, the scope or percentage of review, and the results obtained from said procedures.
g) The substantive procedures related to the closing process of the Basic Financial Statements.
V. The description of transformations, mergers, spin-offs, or the carrying out of additional operations outside the normal course of business or that come from unusual circumstances during the audited period, as well as, where applicable, the accounting policies adopted for their recognition.
VI. Regarding the Basic Financial Statements, a list of the subsidiaries and the percentages of participation and, where applicable, the exclusion criteria applied by the Holding Company to the non-consolidated entities, indicating if said criteria comply with the applicable accounting standards.
VII. The explanation of whether the indispensable information or documentation for the development of the external audit that were requested from the personnel of the Holding Company was received, and if they were provided in a timely manner.
VIII. The significant difficulties that have arisen in the execution of the audit and, where applicable, any refusal for the Independent External Auditor to issue an External Audit Report with a modified opinion, as this term is defined in ISAs.
IX. Those matters that in the opinion of the Independent External Auditor are relevant for the external audit based for their determination on ISA 701 "Communication of Key Audit Matters".
X. The main observations made in the immediate previous fiscal year to the audited one, indicating if the deficiencies in question have been or have not been resolved by the Holding Company in question.
XI. The significant internal control deficiencies identified.
XII. The nature and amount of audit adjustments proposed by the Independent External Auditor, without prejudice to whether they are incorporated or not into the audited Basic Financial Statements.
XIII. The description of the nature, frequency, and scope of communications with the Audit Committee, general management, and the Board of Directors, indicating the dates of the meetings, as well as the relevant agreements and conclusions obtained.
The Independent External Auditor and the Firm are obliged to provide the Audit Committee with the information that said committee requires them to comply with their obligations provided in these provisions.
Eighth Chapter
On the presentation of the External Audit Report, as well as other communications to the Supervisory Commission
(1) Article 35.- The Holding Companies must present to the Supervisory Commission the External Audit Report together with the declaration referred to in Article 31 of these provisions, including the Basic Financial Statements, prepared, approved, and signed in accordance with applicable provisions and their relative notes, as well as the communication referred to in Article 34 of these provisions no later than within one hundred twenty natural days following the closure of the respective fiscal year.
Article 36.- The Holding Companies must obtain from the Independent External Auditor, a declaration in which they manifest the following:
I. That they comply with the requirements indicated in Articles 5 and 6 of these provisions, as well as that they are a public accountant or licensed in public accounting. Likewise, they must incorporate the numbers and date of issuance of the current records issued by the General Administration of Federal Tax Audit of the Tax Administration Service, including that of the Firm in which they work or, where applicable, the number of certificate issued by the professional college recognized by the Ministry of Public Education to which they belong.
II. That from the date on which external audit services are provided, during the development of the external audit and until the issuance of the External Audit Report, as well as of the communication indicated in Article 16 of these provisions, they comply with the requirements referred to in Articles 5 and 6, as well as that the Firm adheres to what is provided in Articles 7, 10, and 11, in relation to Article 15 of these provisions.
III. That the Firm has documentary evidence of the implementation of the quality control system referred to in Article 10 of the provisions and participates in a program of
quality assessment that complies with the requirements contemplated in Article 13 of these provisions.
The Independent External Auditor, when formulating the declaration referred to in this article, shall give their express consent to provide the Supervisory Commission with the information it requires in order to verify compliance with the aforementioned requirements. Likewise, the Firm shall be obligated to preserve the information supporting compliance with the aforementioned requirements, physically or through digital images, on optical or magnetic media, for a minimum period of five years counted from the conclusion of the audit, and shall indicate the number of years the Independent External Auditor has performed the audit of the Basic Financial Statements in question, as well as the number of years the Firm itself has provided the external audit service.
Article 37.- The Holding Company shall obtain from the Independent External Auditor and provide to the Supervisory Commission the declaration referred to in Article 36 of these provisions together with the communication established in Article 16, no later than May 31 of the year following the closing of the fiscal year for which the review was conducted.
Article 38.- The Firm and the Independent External Auditor, in any case, when during the course of the audit they find irregularities or any other situation that, based on their professional judgment, could endanger the stability, liquidity, or solvency of the audited Holding Company, or if acts have been committed to the detriment of the Holding Company's assets, regardless of whether they have effects on the financial information, without prejudice to penalties or sanctions in accordance with applicable legislation, when they have knowledge of these facts, they must present a detailed report on the observed situation to the President of the Board of Directors, the Audit Committee, and the Supervisory Commission.
The following detected facts shall be considered, in an illustrative but not exhaustive manner, as irregularities: non-compliance with applicable regulations, destruction, alteration, or falsification of physical or electronic accounting records, and the performance of activities not permitted by applicable legislation, highlighting within these those related to credits whose resources have been destined for the payment of capital contributions, among others.
The good faith communication to the Supervisory Commission by the Firm and the Independent External Auditor of the irregularities or situations referred to in this article shall not constitute a breach of any contractual or legal restriction on the disclosure of information, and shall also be considered confidential and reserved information by the Supervisory Commission.
Ninth Chapter
On the Powers of the Supervisory Commission
Article 39.- The Supervisory Commission may observe the Firm and the Independent External Auditor for omissions or deviations from these provisions.
Article 40.- The Supervisory Commission may require the appearance of the Independent External Auditor once it has received notification from the Holding Company of the hiring of the Firm in terms of these provisions and prior to the start of audit work to share relevant information regarding the scope of the audit. This same request may be made before the External Audit Report is issued.
Article 41.- When, as a result of its supervisory powers over the financial information of the Holding Company, as well as the review of the documents and working papers supporting the external audit of the Basic Financial Statements, in accordance with what is established by law or general provisions applicable to said company, the Supervisory Commission detects that the Basic Financial Statements might not reasonably reflect the financial situation of the Holding Company, said Commission may require the company to hire an independent third party, who meets the characteristics and requirements contained in Chapter Two of Title Two of these provisions, in order to prepare a report on a specific item or concept or on the Basic Financial Statements as a whole.
The Supervisory Commission must attend to the materiality of the items or concepts of the Basic Financial Statements, and to the severity of the deficiencies identified in the External Audit Report, document the elements supporting its finding, and determine the applicable standard for the preparation of the report referred to in the preceding paragraph.
(2) THIRD TITLE
(2) ON ACCOUNTING, VALUATION OF SECURITIES AND OTHER FINANCIAL INSTRUMENTS, FINANCIAL INFORMATION AND ITS DISCLOSURE (2) Chapter One (2) On the Accounting, Valuation of Securities and other financial instruments, financial information and its disclosure (2) Section One (2) On Accounting Criteria (2) Article 42.- Financial Group Holding Companies and Sub-holding Companies shall adhere to the Accounting Criteria referred to in the provisions of this chapter.
(2) Article 43.- The “Applicable Accounting Criteria for Financial Group Holding Companies and Sub-holding Companies” attached to these provisions as Annex 1, are divided into the series and criteria indicated below:
(2) Series A
(2) Criteria related to the general scheme of accounting for financial group holding companies and sub-holding companies (2) A-1. Basic scheme of the set of accounting criteria applicable to financial group holding companies and sub-holding companies.
(2) A-2. Application of specific standards.
(2) A-3. Application of general standards.
(2) A-4. Supplementary application to accounting criteria.
(2) Series B
(2) Criteria related to the concepts that make up the financial statements (2) B-1. Cash and cash equivalents.
(2) B-2. Repos.
(2) Series D
(2) Criteria related to basic financial statements (2) D-1. Statement of financial position.
(2) D-2. Statement of comprehensive income.
(2) D-3. Statement of changes in equity.
(2) D-4. Statement of cash flows.
(5) Article 44.- The Supervisory Commission may authorize Holding Companies and Sub-holding Companies to use special accounting criteria on a temporary basis regarding the application of the accounting criteria contained in Annex 1 of these provisions, when competent authorities issue declarations of emergency or natural disaster due to the occurrence of perturbing natural phenomena that generate effects on the economy that, in the opinion of the Supervisory Commission, could cause an adverse impact on the solvency or liquidity of two or more Holding Companies and Sub-holding Companies and, where applicable, on the stability of the financial system.
(5) For the purposes of the foregoing paragraph, perturbing natural phenomenon shall be understood as referred to in the General Law on Civil Protection or the law that replaces it.
(5) To obtain authorization for the application of special accounting criteria, the following must be sent to the Supervisory Commission at a minimum:
(5) I. Detailed description of the requested special accounting criteria, as well as the period and geographic area of application.
(5) II. Detailed narrative of the economic effects caused or estimated to be caused by the perturbing natural phenomenon.
(5) III. Estimation of the impact that the economic effects could have on the solvency, liquidity, and capital indicators, and those related to the application of special accounting criteria of the affected Holding Companies and Sub-holding Companies, and, where applicable, the impact on the stability of the financial system.
(5) IV. Explanation of how the special accounting criteria will help reduce or prevent the effects referred to in the preceding subsections.
(5) The authorization request must be sent in a free format, signed by the legal representative of the Holding Companies and Sub-holding Companies, accompanied by documents accrediting their legal personality, or in their case, signed by the legal representative of self-regulatory organizations recognized by the Supervisory Commission or of some trade representation body.
(5) Until the Supervisory Commission authorizes the application of special accounting criteria, Holding Companies and Sub-holding Companies must continue to use the accounting criteria contained in Annex 1 of these provisions.
(5) The validity for the application of authorized special accounting criteria may be extended only once for a period that cannot exceed the originally granted term, when, in the opinion of the Supervisory Commission, the applicants demonstrate that the economic effects persist at the date of the extension request.
(6) Article 44 Bis.- The Supervisory Commission may authorize Holding Companies and Sub-holding Companies regarding the application of the accounting criteria provided in Annex 1 of these provisions, to carry out special accounting records, when, in the opinion of the Supervisory Commission, these are necessary to ensure the stability and proper functioning of the Holding Companies and Sub-holding Companies during Financial Sanitization or Corporate Restructuring processes, provided that such processes do not result from non-compliance with the applicable regulatory framework and that the Holding Company or Sub-holding Company in question is not currently applying special accounting records at the date of the request.
(6) The request to obtain authorization for the application of special accounting records must be sent to the Supervisory Commission in a free format, signed by its legal representative, accompanied by documents accrediting its legal personality, and must contain at least the following:
(6) I. Detailed description of the requested special accounting records, indicating at least the items of the financial statements that would be affected, amounts, and period for application.
(6) II. Detailed explanation of the causes that have generated the need to carry out the Financial Sanitization or Corporate Restructuring process.
(6) III. The solvency, liquidity, capital, and other indicators related to the application of special accounting records, determined as of the date of the request, as well as a detailed description of the effects that these indicators might present if the requested authorization is not obtained.
(6) IV. The actions and remediation measures that constitute the Financial Sanitization or Corporate Restructuring processes required by the Holding Company or Sub-holding Company.
(6) V. Evidence that the actions and measures indicated in the request have the approval of the Board of Directors of the requesting Holding Company or Sub-holding Company.
(6) For the purposes of this article, it must be understood that:
(6) a) Financial Sanitization, refers to the reorganization process to improve the financial situation of a Holding Company or Sub-holding Company, resulting from an effect on its solvency, stability, or liquidity that puts the continuity of the Holding Company or Sub-holding Company at risk.
(6) b) Corporate Restructuring, refers to the set of actions that transform the legal structure of a Holding Company or Sub-holding Company and result from an effect on its solvency, stability, or liquidity that puts its business continuity at risk and are carried out with the purpose of obtaining an economic effect aimed at its recovery, such as mergers, spin-offs, and discontinued operations.
(6) Until the Supervisory Commission authorizes the application of special accounting records, Holding Companies and Sub-holding Companies must continue to use the accounting criteria contained in Annex 1 of these provisions.
(6) Article 44 Bis 1.- Holding Companies and Sub-holding Companies that have obtained authorization from the Supervisory Commission to apply special accounting criteria or special accounting records, in terms of Articles 44 and 44 Bis respectively, must disclose in the explanatory notes to the audited annual and quarterly consolidated basic financial statements corresponding to the periods in which these are applied, and in public financial information communications, the following:
(6) I. That they have authorization from the Supervisory Commission to apply special accounting criteria or special accounting records, specifying, where applicable, the period for which they have authorization for application.
(6) II. The description of the authorized special accounting criteria or special accounting records and how they have been applied, as well as the records that should have been made in accordance with the accounting criteria contained in Annex 1 of these provisions.
(6) III. The amounts that would have been recorded and presented in the statement of financial position and in the statement of comprehensive income if they did not have authorization to apply special accounting criteria or special accounting records.
(6) IV. The detail of the concepts and amounts for which the accounting effect was made.
(6) V. The impact that the application of special accounting criteria or special accounting records generates on solvency, liquidity, capital, and other indicators related to the application of these.
(6) VI. The additional information that the Supervisory Commission determines in the authorization of special accounting criteria or special accounting records.
(6) Regarding the annual financial statements referred to in this article, the disclosure must be made through a specific note.
(6) The Supervisory Commission may revoke the authorized special accounting criteria or special accounting records referred to in Articles 44 and 44 Bis, respectively, when Holding Companies and Sub-holding Companies fail to comply with what is provided in subsections I to VI of this article regarding the information to disclose, or with the requirements contained in the authorized special accounting criteria or special accounting records, as applicable.
(6) In case it is applicable, Holding Companies and Sub-holding Companies to which the Supervisory Commission has revoked the authorization to apply special accounting criteria, shall have the obligation to maintain the agreements they have made with their clients as a consequence of the application of said criteria, prior to the date on which the revocation is determined.
(2) Section Two
(2) On the Valuation of Securities and other financial instruments (2) Section A (2) General Provisions (2) Article 45.- The provisions provided in this section have the objective of establishing the requirements that Holding Companies and Sub-holding Companies must follow in matters of valuation of Securities and other financial instruments that are part of their statement of financial position.
(2) Article 46.- For the purposes of this Section, it shall be understood that:
(2) I. Input Data, refers to the information used to determine the price of Securities and other financial instruments.
(2) II. Observable Input Data, refers to data available in the market, such as public information about events, facts, real transactions, or reference rates that are reflected in the price of Securities and other financial instruments.
(2) III. Internal Valuation Model, refers to the mathematical procedure developed to determine the Updated Valuation Price for Securities and other financial instruments. Under no circumstances may an Internal Valuation Model be used to determine the Updated Valuation Price for the financial instruments indicated in Article 8, second paragraph of these provisions.
(2) IV. Updated Valuation Price, refers to the market or theoretical price obtained, based on algorithms, technical and statistical criteria, for each of the Securities and other financial instruments, contained in a methodology developed by a Price Provider or in an Internal Valuation Model developed by the Holding Company.
(2) V. Price Provider, refers to the legal entity authorized by the National Banking and Securities Commission to operate with such character, in terms of the Securities Market Law.
(2) VI. Vector Direct Valuation, refers to the procedure of multiplying the number of titles or contracts in position by the Updated Valuation Price provided by a Price Provider.
(2) VII. Securities, refers to those considered as such by the Securities Market Law.
(2) Article 47.- Holding Companies and Sub-holding Companies must apply Vector Direct Valuation to Securities and other financial instruments that, in accordance with their investment regime and applicable provisions, may be part of their statement of financial position.
Holding Companies and Sub-holding Companies may use Internal Valuation Models to obtain the Updated Valuation Price, provided that they comply with what is established in these provisions and that they do not concern Securities registered in the Registry, or authorized, registered, or recognized in terms of the General Provisions applicable to international quotation systems, published in the Official Gazette of the Federation on December 22, 2016, or those that replace them.
For the financial instruments indicated in the preceding paragraph, Holding Companies and Sub-holding Companies must consider the Updated Valuation Price provided by the Price Provider they have contracted.
(2) Article 48.- Holding Companies and Sub-holding Companies shall recognize Updated Valuation Prices daily in their accounting to determine the fair value of Securities and other financial instruments that make up their statement of financial position, considering the Updated Valuation Price calculated daily by a Price Provider or the one calculated through Internal Valuation Models when applicable in terms of these provisions.
(2) Section B
(2) On the Hiring of Price Providers
(2) Article 49.- The Board of Directors of Holding Companies must approve the hiring of a single Price Provider for the purposes of this Section.
Regarding entities that are part of a Financial Group, the Price Provider must be the same for all entities comprising the group. This is without prejudice to the fact that the Price Provider used by retirement fund administrators regarding specialized investment companies for retirement funds they manage and investment fund operating companies regarding the investment funds to which they provide services, may be different from that contracted for financial entities that are part of said group.
(2) Article 50.- Holding Companies must notify in writing to the Supervisory Commission through a free format, within ten business days following the celebration of the respective contract, the name of the Price Provider they hire, attaching a copy of the service contract.
In case of substitution of the Price Provider, the notification referred to in the preceding paragraph must be made thirty natural days in advance of the hiring in question.
(2) Article 51.- Holding Companies must request from their Price Provider the necessary information to comply with the information disclosure requirements regarding the determination of the Updated Valuation Price, contained in the Accounting Criteria.
(2) Section C
(2) On Internal Valuation Models
(2) Article 52.- When Holding Companies and Sub-holding Companies prepare financial statements containing information on Securities and other financial instruments, whose Updated Valuation Price has been determined through the application of Internal Valuation Models, they shall comply with the following:
(2) I. The Board of Directors must approve:
(2) a) Internal Valuation Models and their modifications, which must be homogeneous and consistent for all financial entities comprising the Financial Group.
(2) b) The methods for estimating variables used in Internal Valuation Models that are not directly provided by the contracted Price Provider.
(2) c) The Securities and other financial instruments to which Internal Valuation Models apply.
(2) II. In Internal Valuation Models, the Holding Company or Sub-holding Company will use information regarding interest rates, exchange rates, volatilities, and other inputs provided, where applicable, by its Price Provider, regardless of their characteristics. When the Price Provider does not issue such information, information issued by sources may be used
different, documenting the policies for their obtaining, as well as prioritizing the use of Observable Input Data.
(2) III. Maintain a register in which the Updated Valuation Price calculated for each of the Securities and other financial instruments, and the information used to perform said calculation, is recorded daily. The information referred to in this subsection must be preserved for a period of five years by the Holding or Sub-holding Company.
(2) IV. The Board of Directors of the Holding or Sub-holding Company must be informed about the possible uncertainties involved in the valuation of positions with Internal Valuation Models within risk measurement and business performance.
(2) V. The persons or units responsible for the development of Internal Valuation Models must be independent of those in charge of performing the reviews and validations referred to in subsection VI of this article.
(2) VI. Review and validate their Internal Valuation Models prior to the approval referred to in subsection I of this article, as well as carry out such review and validation periodically of the Internal Valuation Models, in order to verify that these remain accurate and adequate, including for this purpose the periodic review of the validity and adequacy of interest rates, exchange rates, volatilities, and other reference inputs used by said models and provided by the Price Provider. The aforementioned review and validation will be carried out by qualified units independent of the business units, which may be the internal audit area or its equivalent.
(2) The information indicated in the previous subsection I must be delivered through digital format images, or optical or magnetic media, to the Supervisory Commission within thirty natural days following its approval, with the exception of Internal Valuation Models which must be delivered to the Supervisory Commission within 2 days following their approval.
(2) The Supervisory Commission will have veto power regarding Internal Valuation Models, as well as their modifications to the models themselves or to the inputs used to determine the Updated Valuation Price, within a period of ten business days counted from the date of receipt of the information referred to in the previous paragraph. Likewise, the information referred to in this article must be duly documented and made available to the Supervisory Commission when it requests it.
(2) Article 53.- Holding and Sub-holding Companies must establish and maintain adequate systems and controls to demonstrate that their valuations are prudent and reliable, as well as document the policies and procedures used in the valuation of their positions, including within the referenced documentation, at least the following:
(2) I. The responsibilities of the various areas involved in the valuation process, which must be clearly defined and stipulated.
(2) II. The guidelines for the use of estimation methodologies for variables that are not directly provided by the Price Provider of the Holding or Sub-holding Company referred to in Article 52, subsection I, item b) of these provisions.
(2) III. The time at which the closing price of the positions is determined.
(2) IV. Any verification procedure contained in this Section.
(2) Article 54.- The audit committee of the Holding or Sub-holding Company must carry out periodic and systematic reviews in accordance with its annual work program, which allow verifying compliance with what is established in this Section.
(2) Chapter Second
(2) Of the financial statements and texts that will be annotated in the margin, as well as of the disclosure of financial information
(2) Article 55.- Holding Companies must prepare their basic individual and consolidated financial statements in accordance with the Accounting Criteria referred to in these provisions.
(2) The basic individual and consolidated financial statements will be expressed in millions of pesos, which will be indicated in the header of these.
(2) Article 56.- Holding Companies, in the presentation of their individual financial statements, will include prominently the mention that these are non-consolidated financial statements. Likewise, they must annotate in the margin of the basic individual financial statements, the following statements:
(2) I. Statement of Financial Position:
(2) “This non-consolidated statement of financial position was formulated in accordance with the accounting criteria for holding and sub-holding companies, issued by the Supervisory Commissions, based on what is provided by Articles 91, 92, 94, and 101 of the Law to Regulate Financial Groupings, of general and mandatory observance, applied consistently, reflecting the operations carried out by the Holding Company up to the aforementioned date, which were performed and valued in compliance with sound practices and applicable legal and administrative provisions.
(2) This non-consolidated statement of financial position was approved by the board of directors under the responsibility of the executives who signed it.”
(2) II. Statement of Comprehensive Income:
(2) “This non-consolidated statement of comprehensive income was formulated in accordance with the accounting criteria for holding and sub-holding companies, issued by the Supervisory Commissions, based on what is provided by Articles 91, 92, 94, and 101 of the Law to Regulate Financial Groupings, of general and mandatory observance, applied consistently, reflecting all income and expenses derived from the operations carried out by the Holding Company, during the aforementioned period, which were performed and valued in compliance with sound practices and applicable legal and administrative provisions.
(2) This non-consolidated statement of comprehensive income was approved by the board of directors under the responsibility of the executives who signed it.”
(2) III. Statement of Changes in Equity:
(2) “This non-consolidated statement of changes in equity was formulated in accordance with the accounting criteria for holding and sub-holding companies, issued by the Supervisory Commissions, based on what is provided by Articles 91, 92, 94, and 101 of the Law to Regulate Financial Groupings, of general and mandatory observance, applied consistently, reflecting all movements in equity accounts derived from the operations carried out by the Holding Company, during the aforementioned period, which were performed and valued in compliance with sound practices and applicable legal and administrative provisions.
(2) This non-consolidated statement of changes in equity was approved by the board of directors under the responsibility of the executives who signed it.”
(2) IV. Statement of Cash Flows:
(2) “This non-consolidated statement of cash flows was formulated in accordance with the accounting criteria for holding and sub-holding companies, issued by the Supervisory Commissions, based on what is provided by Articles 91, 92, 94, and 101 of the Law to Regulate Financial Groupings, of general and mandatory observance, applied consistently, reflecting cash inflows and cash outflows derived from the operations carried out by the Holding Company, during the aforementioned period, which were performed and valued in compliance with sound practices and applicable legal and administrative provisions.
(2) This non-consolidated statement of cash flows was approved by the board of directors under the responsibility of the executives who signed it.”
(2) Article 57.- Holding Companies will annotate in the margin of the basic consolidated financial statements of the Financial Group, the following statements:
(2) I. Statement of Financial Position:
(2) “This consolidated statement of financial position was formulated in accordance with the accounting criteria for holding and sub-holding companies, issued by the Supervisory Commissions, based on what is provided by Articles 91, 92, 94, and 101 of the Law to Regulate Financial Groupings, of general and mandatory observance, applied consistently, reflecting the operations carried out by the Holding Company and the financial entities and other companies that are part of the Financial Group that are subject to consolidation up to the aforementioned date, which were performed and valued in compliance with sound practices and applicable legal and administrative provisions.
(2) This consolidated statement of financial position was approved by the board of directors under the responsibility of the executives who signed it.”
(2) II. Statement of Comprehensive Income:
(2) “This consolidated statement of comprehensive income was formulated in accordance with the accounting criteria for holding and sub-holding companies, issued by the Supervisory Commissions, based on what is provided by Articles 91, 92, 94, and 101 of the Law to Regulate Financial Groupings, of general and mandatory observance, applied consistently, reflecting all income and expenses derived from the operations carried out by the Holding Company and the financial entities and other companies that are part of the Financial Group that are subject to consolidation, during the aforementioned period, which were performed and valued in compliance with sound practices and applicable legal and administrative provisions.
(2) This consolidated statement of comprehensive income was approved by the board of directors under the responsibility of the executives who signed it.”
(2) III. Statement of Changes in Equity:
(2) “This consolidated statement of changes in equity was formulated in accordance with the accounting criteria for holding and sub-holding companies, issued by the Supervisory Commissions, based on what is provided by Articles 91, 92, 94, and 101 of the Law to Regulate Financial Groupings, of general and mandatory observance, applied consistently, reflecting all movements in equity accounts derived from the operations carried out by the Holding Company and the financial entities and other companies that are part of the Financial Group that are subject to consolidation, during the aforementioned period, which were performed and valued in compliance with sound practices and applicable legal and administrative provisions.
(2) This consolidated statement of changes in equity was approved by the board of directors under the responsibility of the executives who signed it.”
(2) IV. Statement of Cash Flows:
(2) “This consolidated statement of cash flows was formulated in accordance with the accounting criteria for holding and sub-holding companies, issued by the Supervisory Commissions, based on what is provided by Articles 91, 92, 94, and 101 of the Law to Regulate Financial Groupings, of general and mandatory observance, applied consistently, reflecting cash inflows and cash outflows derived from the operations carried out by the Holding Company and the financial entities and other companies that are part of the Financial Group that are subject to consolidation, during the aforementioned period, which were performed and valued in compliance with sound practices and applicable legal and administrative provisions.
(2) This consolidated statement of cash flows was approved by the board of directors under the responsibility of the executives who signed it.”
(2) Article 58.- Holding Companies will include in explanatory notes to the basic individual and consolidated financial statements the facts and data considered relevant in accordance with their accounting criteria, expressing such circumstance in the margin of these with the following statement: “The accompanying explanatory notes form an integral part of this financial statement.”
(2) Likewise, Holding Companies will annotate in the margin of the basic individual and consolidated financial statements of the Financial Group referred to in this article, the corresponding Internet page of the Holding Company, also indicating the link through which one can directly access the financial information referred to in Articles 62, 63, 64, 65, and 66 of these provisions, as well as the Internet site of the Supervisory Commission where such financial information, in compliance with the general provisions issued for this effect by each Supervisory Commission, can be consulted.
(2) Article 59.- The basic individual financial statements of the Holding Company, as well as the basic consolidated financial statements of the Financial Group with figures for March, June, and September, must be presented for approval by the board of administration within the month immediately following the date corresponding to them, accompanied by the necessary supporting complementary documentation, so that it has sufficient elements to know and evaluate the most important operations determining the fundamental changes occurred during the corresponding period.
(2) Regarding the basic individual financial statements of the Holding Company, as well as the basic consolidated annual financial statements of the Financial Group, they must be presented to the aforementioned administrative body within one hundred twenty natural days following the end of the respective fiscal year.
(2) Article 60.- The basic individual financial statements of the Holding Company, as well as the basic consolidated financial statements of the Financial Group, quarterly and annual, must be signed, at least, by the General Manager, the Comptroller, the Financial Controller, and the Internal Auditor, or their equivalents.
(2) Article 61.- Holding Companies must disseminate through their Internet page, the audited annual consolidated financial statements of the Financial Group with figures for the month of December of each year, including their notes, and the external audit report performed by the Independent External Auditor, as well as the annual basic individual financial statements of the Holding Company, within one hundred twenty natural days following the end of the respective fiscal year.
(2) Additionally, the Holding Company must disseminate jointly with the aforementioned information, regarding consolidated financial statements, the following:
(2) I. A report with the comments and analysis of management on the operating results and financial situation of the Financial Group, as well as all information that facilitates the analysis and understanding of significant changes occurred in the operating results and financial situation of the Financial Group.
(2) The aforementioned report must be signed by the General Manager, the Comptroller, the Financial Controller, and the Internal Auditor, or their equivalents, in their respective competencies, including in the margin the following legend:
(2) “The undersigned declare, under oath, that, within the scope of their respective functions, they prepared the information regarding the Financial Group contained in this annual report, which, to the best of their knowledge and belief, reasonably reflects its financial situation, its operating results, its changes in equity, and its cash flows.”
(2) The information that must be included in said report is complementary to that explicitly appearing in the basic consolidated financial statements of the Financial Group, so it must not only mention the growth or decrease of the different items integrating the basic consolidated financial statements, but the reason for these movements, as well as those events known by management that could cause the disseminated information not to reflect the financial situation, operating results, changes in equity, and cash flows of the Financial Group.
(2) Likewise, the report must identify any known trend, commitment, or event that could significantly affect the liquidity of the Financial Group, its operating results, or its financial situation, such as changes in market share, incorporation of new competitors, regulatory modifications, launch or change in products, among others.
(2) It will also identify the recent behavior in the following concepts: interest, premiums, claims, commissions and fees, intermediation result, administrative expenses, and promotion or marketing expenses.
(2) The analysis and comments on the financial information must refer to the topics listed below, which are applicable to the Financial Group, according to the financial entities that integrate it:
(2) a) The operating results, explaining, if applicable, significant changes in:
(2) 1. The yields generated by the credit portfolio and premiums and interest from other financial operations.
(2) 2. The commissions derived from granting loans and credit lines.
(2) 3. The premiums, interest, and commissions derived from deposits and bank loans and from other entities, including those related to financial instruments with characteristics of liabilities and equity, as well as those related to repos and securities lending.
(2) 4. Risks assumed by the issuance of insurance premiums and surety bonds, regarding the operations and branches authorized for those operations that have been canceled, exposing the corresponding reasons.
(2) 5. Claims and claims, as well as the compliance of reinsurers and surety providers in their participation.
(2) 6. The commissions payable for received loans or debt placement.
(2) 7. The commissions and fees generated by the provision of services, including administration and operation services for institutional investors.
(2) 8. Costs derived from the placement of insurance policies and surety bonds.
(2) 9. Transfer of risks through reinsurance and surety contracts.
(2) 10. The result from fair value valuation of investments in financial instruments, financial derivatives, as well as Virtual Assets, collateral sold by repos, securities lending, foreign exchange, and minted precious metals.
(2) 11. The cash settlements corresponding to the premiums generated by securities lending operations.
(2) 12. The result from the sale and purchase of investments in financial instruments, financial derivatives, Virtual Assets, foreign exchange, minted precious metals, and received collateral.
(2) 13. Interest income, indicating to what extent fluctuations in these are attributable to changes in interest rates, or variations in the volume of operations.
(2) 14. The main items that, with respect to the net result of the reference period, integrate the items of other income (expenses) of the operation.
(2) 15. Income taxes incurred, as well as an explanation of the effects of deferred income taxes that, if any, have been generated or materialized during the period.
(2) 16. Amount and type of collateral delivered and received for operations with financial derivatives.
(2) The changes referred to in this item a) must be those corresponding to the last annual fiscal year. A general explanation of the evolution shown by the listed concepts, in the last three fiscal years, and the factors that have influenced their changes must also be included.
(3) b) The financial situation, providing information regarding:
(2) 1. The description of internal and external sources of liquidity, as well as a brief description of any other important source of resources not yet used.
(2) 2. The dividend payment or profit reinvestment policy that the Financial Group intends to follow in the future.
(2) 3. The policies governing the treasury of the predominant entity of the Financial Group.
(2) 4. The credits or tax debts that the entities integrating the Financial Group maintain at the last fiscal year, indicating if they are up to date in their payment.
(2) 5. The relevant capital investments that were committed at the end of the last fiscal year, as well as the detail associated with said investments and the source of financing necessary to carry them out.
(2) 6. Contingencies derived from defaults by reinsurers and surety providers.
(3) To the extent considered relevant, the Holding Company must explain the changes occurred in the main items of the consolidated statement of financial position of the last fiscal year, as well as a general explanation of the evolution of these in the last three fiscal years. Likewise, they must use financial indicators that provide relevant judgment elements of solvency, liquidity, operational efficiency, financial risk, and profitability for the evaluation of the Holding Company, indicating the formulas used for their determination, which must be consistent with those contained in the financial indicators published on the Internet page of the National Banking and Securities Commission.
(2) c) Internal control. A brief description of the internal control system and the body or officials responsible for establishing it must be disclosed regarding the Holding Company and the predominant entity of the Financial Group. Internal control is understood as the system that provides reasonable assurance that transactions are carried out and recorded in accordance with what is established by management, as well as with the general guidelines, criteria, and financial information standards applicable.
(2) II. Name of the Business Group or Consortium to which the Holding Company or any of the entities of the Financial Group belongs, as well as the main transactions, exposures, and risk concentrations between the entities forming the Financial Group and the rest of the members of the Business Group or Consortium, or with institutional investors with whom there might be a relationship or some patrimonial link. In these notes, the cases in which the aforementioned transactions and exposures may substantially affect the solvency, liquidity, or profitability of the Financial Group must be detailed.
(2) III. The composition of the board of directors, identifying independent and non-independent directors in accordance with Article 34 of the Law, as well as those who hold their status as owner or substitute. It must also include the professional profile and work experience of each of the members comprising said board.
(2) IV. The total amount representing together the compensations and benefits of any kind received from the Holding Company and the entities forming the Financial Group during the last fiscal year, by the persons comprising the board of directors, relevant executives, and main officials of each of them.
(2) V. The description of the type of compensations and benefits received together by the Holding Company and the entities forming the Financial Group, by the persons mentioned in the previous section. If part of the compensation is paid through bonuses or share delivery plans, a brief description of said plans must be provided. Similarly, the total amount projected or accumulated by the Holding Company and the entities forming the Financial Group for pension, retirement, or similar plans for the aforementioned persons must be indicated.
(2) Article 62.- Holding Companies must disseminate through their Internet page the consolidated basic financial statements of the Financial Group at interim dates with figures for March, June, and September, within the month immediately following their date, including their notes which, considering relative importance as a characteristic associated with the relevance referred to in Financial Information Standard A-4 "Qualitative Characteristics of Financial Statements" or the one that replaces it, from the Financial Information Standards issued by the Mexican Council of Financial Information Standards, A.C., must contain, at minimum, the following information, whenever applicable to the Financial Group, in accordance with the financial entities that integrate it:
(2) I. The nature and amount of items in the consolidated statement of financial position and consolidated statement of comprehensive income that have substantially modified their structure and have produced significant changes in the financial information of the interim period.
(2) II. The main characteristics of the issuance or amortization of long-term debt, carried out during the interim period being reported.
(2) III. Capital increases or reductions and dividend payments.
(2) IV. Subsequent events that have not been reflected in the issuance of financial information at interim dates, which have produced a substantial impact.
(2) V. The shareholding of the Holding Company by subsidiary, expressed in nominal terms and as a percentage of the total.
(2) VI. Identification of the portfolio by credit risk stages, as well as by type of credit and type of currency.
(2) VII. Average interest rates for traditional deposits and bank loans and from other entities, identified by type of currency, terms, and guarantees. Furthermore, significant changes in the main credit lines must be included within the notes, even if these have not been exercised.
(2) VIII. Movements in the portfolio with stage 3 credit risk from one period to another, containing at least restructurings, write-offs, write-downs, transfers to and from the portfolio with stage 1 and stage 2 credit risk.
(2) IX. Amount of investments in financial instruments, according to the business model of each entity, as well as of the Securities that are restricted as collateral by repurchase agreements, operations with financial derivative instruments, and securities lending, by generic type of issuer.
(2) X. Amount, type, and quantity of Virtual Assets, as well as a brief description of the determination of their fair value and their accounting effect.
(2) XI. Reclassifications between categories of investments in financial instruments, as well as a description of the changes in the business model that gave rise to such reclassifications.
(2) XII. Notional amounts of financial derivative instruments by type of instrument, counterparty, and underlying.
(2) XIII. Results from valuation and, where applicable, from buying and selling, recognized in the reference period, classifying them according to the type of operation that gave rise to them, such as investments in financial instruments, repurchase agreements, securities lending, and financial derivative instruments, among others.
(2) XIV. Amount and origin of the main items, which, with respect to the net result of the reference period, integrate the items of other income (expenses) from operations.
(2) XV. Amount of deferred income taxes and deferred profit-sharing for workers according to their origin.
(2) XVI. The information required in Financial Information Standard C-13 "Related Parties".
(2) XVII. Capitalization index corresponding to the entities forming the Financial Group, which according to regulation require having it, identifying, where applicable, the assets weighted by credit, market, and operational risk.
(2) XVIII. The amount of net capital of the Holding Company determined in terms of Article 50 of the General Rules for Financial Groups issued by the Secretariat, indicating the amount of unconsolidated book capital of the Holding Company, the amount of financial instruments that do not qualify as capital recognized in liabilities, as well as the liabilities other than these considered for the calculation of net capital.
(2) XIX. The modifications that have been made to the policies, practices, and criteria of accounting in accordance with which the consolidated basic financial statements were prepared. In case of relevant changes in the application of such policies, practices, and accounting criteria, the reasons and their impact must be revealed.
Additionally, Holding Companies must disseminate jointly with the consolidated basic financial statements of the Financial Group, referred to in this article, what is provided by Article 61, sections I and II of these provisions.
Furthermore, they must disseminate with the aforementioned consolidated basic financial statements of the Financial Group quarterly what is provided by Article 61, sections III to V of these provisions, only when there are relevant modifications to the information required in these.
(2) Holding Companies must prepare a quarterly report with comments and analysis of management, regarding the operational results and financial situation of the Financial Group, which will be an update of the annual report referred to in Article 61, section I of these provisions. Said report must compare the figures of the quarter in question, at least with those of the immediately preceding quarter, as well as with those of the same quarter of the immediately preceding fiscal year, except regarding the statement of financial position, in which case the comparison must be made of the figures of the interim period in question with those of the immediately preceding annual closing. Furthermore, the information required in Article 61, section I, subsection c) of these provisions, regarding internal control, must be incorporated, only when there are relevant modifications in the aforementioned information.
(2) The report mentioned in the previous paragraph must be signed by the same officials referred to in Article 61, section I of these provisions and include at the foot the legend referred to in said section.
(2) Article 63.- Holding Companies, in the dissemination of the information referred to in Articles 61 and 62 of these provisions, must accompany:
(2) I. The disclosure of information that the Supervisory Commission has requested, in the issuance or authorization, where applicable, of criteria or special accounting records based on Accounting Criteria, as well as the rest of the information that the Supervisory Commission itself determines when it considers it relevant, in accordance with said Accounting Criteria.
(2) II. The detailed explanation of the main differences between the accounting treatment applied for the preparation of the financial statements referred to in Article 59 of these provisions, and the one used for the determination of figures regarding the same concepts, which, where applicable, are reported by Holding Companies of Financial Groups subsidiaries to financial institutions abroad that control them, as well as the effect of each of these differences on the net result of the subsidiary Holding Company.
(2) III. The category in which the Holding Company has been classified by the Secretariat, its modifications, and the date to which the capitalization index used to carry out the classification corresponds, in accordance with the Rules.
(3) IV. Financial indicators that provide relevant elements of judgment for the evaluation of the solvency, liquidity, operational efficiency, financial risk, and profitability of Holding Companies, indicating the formulas used for their determination, which must be consistent with those contained in the financial indicators published on the Internet page of the National Banking and Securities Commission.
(2) For the purposes of what is provided in this section, the financial indicators disseminated together with the annual information referred to in Article 61 of these provisions must contain the corresponding to the current year and the immediately preceding one; regarding the financial indicators disseminated together with the quarterly information referred to in Article 62 of these provisions, these must contain the corresponding to the current quarter, comparative with the last four quarters.
(2) V. The rest of the information that the Supervisory Commission determines when it considers it relevant, in the exercise of its supervision duties.
(2) Article 64.- Holding Companies, in addition to what is provided by Article 62 of these provisions, are obligated to disseminate through their Internet page the following:
(2) I. Within five business days following the celebration of the assembly in question, a summary of the agreements adopted in the assemblies of shareholders, bondholders, or holders of other Securities that have been issued by the Holding Company. When the discussion, approval, or modification of the administrator's report referred to in Article 172 of the General Law of Mercantile Societies is included in the agenda of the corresponding shareholders' assembly, it must include the description of the application of profits and, where applicable, of the declared dividend, number of the coupon or coupons against which it will be paid, as well as the place and date of payment. Such summary must be maintained on the said page, until such time as the summary of the agreements adopted in the immediate subsequent assemblies of shareholders, bondholders, or holders of other Securities is disseminated, as applicable.
(2) II. Permanently, the current social statutes corresponding to the Holding Company, as well as the agreement referred to in Article 119 of the Law.
(2) Article 65.- In the event that the Holding Company and the financial entities forming the Financial Group decide to make public, through their respective Internet pages, any type of information that, in accordance with applicable provisions, they are not obligated to disclose, the analytical detail of the methodological bases must be accompanied, allowing clear understanding of said information, thereby facilitating its adequate interpretation.
(2) Holding Companies must incorporate on their Internet page a link to the consolidated basic financial statements of each of the financial entities that form part of the Financial Group, as well as to the information that, in accordance with applicable legal provisions, they are obligated to disseminate, which constitutes an integral part of the information referred to in this article.
(2) Holding Companies, when disseminating through the Internet page the information referred to in Articles 61, 62, and 63 of these provisions, as well as in the first paragraph of this article, must maintain it on said dissemination medium, at least for the following five quarters in the case of information published quarterly and for the following 3 years in the case of annual information.
(2) The term for which the information referred to in the previous paragraph and Article 64 must be maintained will be independent of that which, in terms of applicable legal provisions, Holding Companies must observe.
(2) Article 66.- Holding Companies may disseminate on their Internet page the unaudited consolidated statement of financial position and consolidated statement of comprehensive income, provided they have been approved by the board of directors and it is specified in notes that this is the case. Such disclosure may be made until such time as the audited financial statements referred to in Article 61 of these provisions are available.
(2) In addition to what is stated in the previous paragraph, Holding Companies must include the certificates referred to in Article 57 of these provisions.
(2) Article 67.- The Supervisory Commission may order corrections to the basic individual financial statements of the Holding Company and consolidated statements of the Financial Group, in the event that there are facts or omissions considered relevant in accordance with Accounting Criteria. The basic individual financial statements of the Holding Company, as well as consolidated statements of the Financial Group, regarding which the Supervisory Commission orders corrections and which have already been published or disseminated, must be republished or disseminated through the same medium, with the pertinent modifications, within five business days following the notification of the corresponding resolution, indicating the corrections made, their impact on the figures of the basic individual financial statements of the Holding Company and consolidated statements of the Financial Group, and the reasons that motivated them.
(1) TITLE FOUR
(1) PRUDENTIAL PROVISIONS
(1) Article 68.- Holding Companies must document in manuals, previously approved by their board of directors, the policies, objectives, and guidelines regarding the following matters:
(1) I. Establishment of general strategies for the management, conduct, and execution of the businesses of the Financial Group.
(1) II. Internal control.
(1) III. Integrated risk management.
(1) IV. Internal audit and contracting of external audit services and, where applicable, additional or complementary services to these.
(1) V. Accounting.
(1) VI. Supervision of financial entities that form part of the Financial Group to ensure they have updated manuals of policies and procedures regarding the operations specific to their object.
(1) VII. Detection and correction of relevant irregularities, as well as the implementation of corresponding corrective measures within the Financial Group.
(1) The aforementioned manuals must consider the operation of the Financial Group as a single economic unit and must be consistent with those established by the financial entities that integrate it. Furthermore, the aforementioned manuals must be made known to the directors, executives, employees, and staff of the Holding Companies.
(1) TITLE FIVE
(1) ON THE TERM FOR DOCUMENT RETENTION
(1) Article 69.- Holding Companies are obligated to preserve the original of the books, records, and documentation related to their operations and related to their accounting, notwithstanding having used microfilming, recording, or any other means authorized for such effect by the corresponding Supervisory Commission, in cases of express exception to what is provided by Article 93 of the Law to Regulate Financial Groupings, that federal legislation or the Supervisory Commission itself through general provisions determines and for the term that, where applicable, the same indicates.
(1) Holding Companies may not destroy, even if they have been microfilmed or recorded on optical discs, or in any other medium authorized by their respective Supervisory Commission, the originals of public documents related to their accounting, the constitutive deed and its modifications, the minutes of general shareholders' meetings, the sessions of the Board and its committees, the minutes of securities issuance, the financial statements, the supporting documentation for said financial statements, the Opinion of the Independent External Auditor, as well as that which supports the ownership of own or third-party assets whose original is under their custody. In any case, such information must be preserved for the terms established by the applicable legal provisions in commercial and tax matters.
(1) Furthermore, documents of historical value, where applicable, corresponding to the Holding Company or that it maintains in custody, may not be destroyed either.
TRANSITORY PROVISIONS
FIRST.- The provisions contained in Titles One, Three, and Four will enter into force the day following the publication of these provisions in the Official Gazette of the Federation.
Additionally, Title Two of this instrument will enter into force on August 1, 2018, except for articles 2 and 26 which will enter into force the day following the publication of this instrument in the Official Gazette of the Federation.
SECOND.- The firm and the independent external auditor will have a maximum term of sixty calendar days, from the date of the opinion of the financial statements and other reports and opinions in accordance with the provisions in force before August 1, 2018, to conclude the closing of the documentation and the working papers of the external audit.
THIRD.- The firm contracted by the Holding Company for the auditing of its financial statements and the issuance of reports and additional opinions in accordance with the provisions in force before August 1, 2018, will be responsible for ensuring that its personnel complies with the professional standards and quality requirements applicable, technical capacity, and for the development of its work in accordance with applicable provisions, and will be responsible, together with the independent external auditor, for the content of the opinion, as well as for the other reports and additional opinions that, in accordance with the provisions in force, must be delivered. In the event that threats to independence or non-compliance with the standards established in the professional ethics code, which it observes in accordance with applicable provisions, are identified, the independent external auditor must document them in the working papers of the audit.
FOURTH.- The Supervisory Commission in question may require the appearance of the independent external auditors contracted by the holding company for the auditing of its financial statements and the issuance of reports and additional opinions in accordance with the provisions in force before August 1, 2018.
FIFTH.- Independent External Auditors must prepare the communications referred to in articles 16 and 34 of these Provisions, for the 2019 exercise with the 2018 information that they presented to the Supervisory Commission itself.
SIXTH.- From the day following the publication of these provisions in the Official Gazette of the Federation, when as a result of the supervision powers over the financial information of Holding Companies, as well as the review of the documents and working papers supporting the external audit of the basic financial statements, the Supervisory Commission detects that the basic financial statements might not reasonably reflect the financial situation of the holding company, said Commission may require the hiring of an independent third party, who complies with the characteristics and requirements contained in Chapter Two of Title Two of these provisions, in order to prepare a report on a specific item or concept or on the Basic Financial Statements as a whole.
The Supervisory Commission must attend to the materiality of the items or concepts subject to the basic financial statements, document the elements that support its finding, and determine the norm that will be applicable for the preparation of the report referred to in the previous paragraph.
SEVENTH.- On August 1, 2018, the General Provisions Applicable to Financial Group Holding Companies and Sub-holding Companies Regulating Matters Jointly Assigned to National Supervisory Commissions, published in the Official Gazette of the Federation on January 9, 2015, will be repealed.
TRANSITORY PROVISIONS
(Resolution that modifies the general provisions applicable to financial group holding companies and sub-holding companies regulating matters jointly assigned to national supervisory commissions)
General Provisions Applicable to Financial Group Holding Companies and Sub-holding Companies Regulating Matters Jointly Assigned to the National Supervisor Commissions, published in the Official Gazette of the Federation on December 21, 2021)
FIRST. - This Resolution shall enter into force on January 1, 2022.
SECOND. - In applying the Accounting Criteria contained in Annex 1 of these provisions, Holding Companies may recognize, on the effective date established in the preceding transitional article, the accumulated effect of the accounting changes derived from this Resolution. In any case, Holding Companies must disclose, in the notes to the financial statements, the main changes in accounting standards that affect or could significantly affect their financial statements, as well as the adoption mechanics and adjustments made to determine the initial effects of applying the accounting criteria contained in this Resolution.
THIRD. - The basic consolidated quarterly and annual financial statements required of Holding Companies in accordance with these provisions, corresponding to the period ending December 31, 2022, shall not present comparative figures for each quarter of the 2021 fiscal year or for the period ending December 31, 2021.
FOURTH. - The effects derived from applying the accounting criteria modified by this Resolution must be recognized by making the corresponding adjustments to the accounting capital within the result of prior years.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Financial Group Holding Companies and Sub-holding Companies Regulating Matters Jointly Assigned to the National Supervisor Commissions, published in the Official Gazette of the Federation on March 14, 2025)
SINGLE PROVISION. - This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Financial Group Holding Companies and Sub-holding Companies Regulating Matters Jointly Assigned to the National Supervisor Commissions, published in the Official Gazette of the Federation on December 19, 2025)
SINGLE PROVISION. - This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.
TRANSITIONAL PROVISIONS
(Resolution modifying the General Provisions Applicable to Financial Group Holding Companies and Sub-holding Companies Regulating Matters Jointly Assigned to the National Supervisor Commissions, published in the Official Gazette of the Federation on December 22, 2025)
SINGLE PROVISION. - This Resolution shall enter into force on January 1, 2026.
The accounting changes resulting from the commencement of the validity of this Resolution must comply with what is established in Financial Information Standard B-1 “Accounting Changes and Error Corrections,” referred to in Annex 1, Series A, Criterion A-2 “Application of particular standards.”
CONSIDERING
(Resolution published on December 21, 2021)
That in accordance with Article 78 of the General Law for Regulatory Improvement and with the purpose of reducing the compliance cost of this modifying resolution, the National Banking and Securities Commission published on November 1, 2019, in the Official Gazette of the Federation, the General Provisions for the certification of independent external auditors, compliance officers, and other professionals in matters of prevention of operations with proceeds of illicit origin and financing of terrorism, with the purpose of simplifying the requirements for participants in the certification process, eliminating, among others, the obligation of participants to submit a special credit report, as one of the requirements accompanying their application for obtaining the certificate; likewise, on April 26, 2018, the Resolution modifying the General Provisions applicable to popular savings and credit entities, integration organizations, community financial societies, and rural financial integration organizations, referred to in the Savings and Popular Credit Law, was published in the same medium, with the object of eliminating, among others, the obligation for financial entities to submit a report on illicit conduct or prohibited operations detected by the external auditor.
That the Law to Regulate Financial Groupings provides the authority for the National Banking and Securities Commission, the National Insurance and Bonds Commission, and the National Retirement Savings System Commission, jointly, to issue prudential norms regarding the disclosure of financial information, as well as rules and accounting criteria to which financial group holding companies, as well as the entities comprising the financial group, must adhere, for the approval, dissemination, and content of their financial statements;
That, in this order of ideas, the national supervisory commissions developed accounting criteria for the holding company, the consolidated financial statements of the financial group, and the rules for accounting, valuation, and disclosure of financial information;
That the developed accounting criteria integrate what is provided in International Financial Reporting Standard 9 “Financial Instruments” (IFRS, in English), adopted by the Mexican Council of Financial Reporting Standards, A.C., which published 10 new Financial Reporting Standards (NIF) that will be applicable to financial group holding companies and to the entities comprising the latter;
That by virtue of the adoption of IFRS 9, accounting criteria related to 1) Classification and valuation: Applicable to any financial instrument (securities, derivatives, accounts receivable, and credit portfolio), with the central focus that the classification of financial instruments reflects the business model under which they are managed, as well as the characteristics of their cash flows and not the entity's intention; 2) Impairment: The recognition of credit losses no longer depends on the occurrence of a loss event (incurred loss); the Impairment Model requires an expected credit loss model, based on prospective information; and 3) Hedge Accounting: Hedge relationships must be aligned with the entity's risk strategy and focused on achieving the objectives of said strategy; and
That taking into account the foregoing, it is necessary to modify and include in the General Provisions Applicable to Financial Group Holding Companies and Sub-holding Companies Regulating Matters Jointly Assigned to the National Supervisor Commissions, published in the Official Gazette of the Federation on June 29, 2018, the aspects indicated in prudential and accounting matters; therefore, it has been resolved to issue the following:
CONSIDERING
(Resolution published on March 14, 2025)
That the Law to Regulate Financial Groupings provides the authority for the National Banking and Securities Commission, the National Insurance and Bonds Commission, and the National Retirement Savings System Commission, jointly, to issue prudential norms regarding the disclosure of financial information, as well as rules and accounting criteria to which financial group holding companies, as well as the entities comprising them, must adhere, for the approval, dissemination, and content of their financial statements;
That the National Banking and Securities Commission, attending to one of its main axes, regulatory simplification, published in the Official Gazette of the Federation on April 16, 2024, the modification to the General Provisions applicable to Credit Institutions, to the General Provisions applicable to Development Organizations and Development Entities, to the General Provisions applicable to General Warehouses, Exchange Houses, Credit Unions, and Multiple Purpose Financial Societies regulated, and to the General Provisions applicable to Brokerage Houses, which included the elimination of the Financial Indicators Annexes;
That the modification made had the purpose of reducing the compliance cost of the aforementioned Provisions, as well as promoting consistency between the financial indicator information issued by the National Banking and Securities Commission through its Information Portfolio and that disseminated by supervised entities in their financial information;
That with the publication made on April 16, 2024, the mandatory individual information requirements for entities supervised by the Commission are no longer consistent with the information requirements requested in a consolidated manner. Additionally, the financial indicators disseminated by supervised entities in their financial information are not comparable with those issued by the Commission through its Information Portfolio, so the indicators might not contribute to a complete and correct evaluation of the financial statements, and
That based on the foregoing, it is concluded that it is appropriate to eliminate Annex 2 of the General Provisions Applicable to Financial Group Holding Companies and Sub-holding Companies Regulating Matters Jointly Assigned to the National Supervisor Commissions, with the purpose of maintaining consistency with the requirements requested from entities individually, reducing the administrative burden and compliance cost of the Provisions by the supervised entities, therefore, it has been resolved to issue the following:
CONSIDERING
(Resolution published on December 19, 2025)
That in accordance with Article 78 of the General Law for Regulatory Improvement and with the purpose of reducing the compliance cost of this modifying resolution, the National Banking and Securities Commission, through the issuance of the “Resolution modifying the General Provisions applicable to Credit Institutions,” published in the Official Gazette of the Federation on July 23, 2021, recognized the methodology for estimating preventive reserves and credit portfolio classification, the lower risk incurred by credit institutions when granting loans to women, adjusting the risk parameters of probability of default and loss severity that are taken into account for the classification of the credit portfolio and the calculation of preventive reserves for credit risks of non-revolving consumer credit portfolios and housing mortgages granted to women;
That, it is necessary to make adjustments to the applicable regulations for Holding Companies and Sub-holding Companies regarding special accounting criteria and special accounting records, with the object of providing legal certainty regarding natural phenomena that update the assumption for their authorization and the requirements that must be met to demonstrate the adverse impact on the solvency or liquidity of financial entities and, if applicable, the stability of the financial system as a whole, or when they are undergoing financial restructuring or corporate restructuring processes;
That, in this sense, and in order to provide Holding Companies and Sub-holding Companies with better elements, the information they must submit to obtain authorization and application of said special accounting criteria and special accounting records is established, which will result in the benefit of the stability of the financial system as a whole, and which in turn allows the National Banking and Securities Commission, Insurance and Bonds Commission, and Retirement Savings System Commission, within their respective competence, to better exercise their authorization and supervision powers; therefore, it has been resolved to issue the following:
CONSIDERING
(Resolution published on December 22, 2025)
That in accordance with Article 78 of the General Law for Regulatory Improvement and with the purpose of reducing the compliance cost of this modifying resolution, the National Banking and Securities Commission, through the issuance of the “Resolution modifying the General Provisions applicable to Credit Institutions,” and the “Resolution modifying the General Provisions applicable to Securities Issuers and Other Market Participants,” published respectively in the Official Gazette of the Federation on April 26, 2018, and June 13, 2018, proceeded to extend the deadlines for multiple banking institutions to submit their basic consolidated annual financial statements to their board of directors; as well as the modifications for issuers that are foreign nationality companies, which are exempted from making a public acquisition offer before a voluntary process of cancellation of the registration of shares in the National Securities Register when simultaneously they obtain the listing of the securities representing their share capital in the international quotation system established by stock exchanges;
That the Law to Regulate Financial Groupings provides the authority for the National Banking and Securities Commission, the National Insurance and Bonds Commission, and the National Retirement Savings System Commission, jointly, to issue norms, in matters of disclosure of financial information, as well as rules and accounting criteria to which Financial Group Holding Companies and Sub-holding Companies must adhere, for the approval, dissemination, and content of their financial statements;
That it is necessary to make adjustments to the accounting regulatory framework applicable to Financial Group Holding Companies and Sub-holding Companies in order to incorporate the recording of the valuation of equity investments that are not traded in the short term, but which are classified as Negotiable Financial Instruments, in the financial statement formats, which must be submitted, as applicable, to the National Banking and Securities Commission, Insurance and Bonds Commission, or Retirement Savings System Commission, with the objective of reducing volatility in the year's result, caused by unvalued assets, and to ensure the convergence of the accounting framework with Financial Reporting Standards, and
That, in order to provide said financial entities with greater elements to allow them to comply with the applicable regulations, it is considered appropriate to make clarifications and adjustments to the content of the accounting criteria they must observe in relation to the conceptual framework of Financial Reporting Standards, therefore, it has been resolved to issue the following:
R E F E R E N C E S
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Source: Comision Nacional Bancaria y de Valores — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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