General Rules for the Integration of Files Containing Information That Accredits Compliance with Requirements for Persons Holding Positions in Financial Entities

GENERAL RULES FOR THE INTEGRATION OF FILES CONTAINING INFORMATION THAT ACCREDITS COMPLIANCE WITH THE REQUIREMENTS THAT MUST BE SATISFIED BY PERSONS HOLDING POSITIONS, OFFICES, OR COMMISSIONS IN FINANCIAL ENTITIES

Published in the Official Gazette of the Federation on March 1, 2002, updated with the modifying resolutions, published in the same Gazette on June 16, 2006; January 27, 2009; June 10, 2014, and November 10, 2017.

(2) The National Banking and Securities Commission, based on the provisions of Articles 16, paragraph I and 19 of the Law of the National Banking and Securities Commission; 24, second paragraph, 26 Bis, in relation with 25, 26, 27-B, first paragraph and 27-L, fourth paragraph of the Law to Regulate Financial Conglomerates; 22, second paragraph, 24 Bis, in relation with 23, 24, 45-B, first paragraph and 45-K, fourth paragraph of the Credit Institutions Law; 125, 129 in relation with 124 and 128, 170, 241, 243, 277, 279, 305 and 318 of the Securities Market Law; 12, paragraph X, second paragraph, 35, 61, 63, first paragraph and 73 of the Investment Companies Law; 8 bis, second paragraph, 9, first, fourth and fifth paragraphs of the Law to Regulate Credit Information Societies; 26, first paragraph, 27, first paragraph, 32, 33 and 35 of the Credit Unions Law, and SIXTH BIS 1, in relation with the SIXTH, SIXTH BIS and THIRTY-THIRD of the "Prudential Provisions to which participants in the Market for Futures and Options traded on an Exchange shall be subject" published in the Official Gazette of the Federation on May 26, 1997, and

CONSIDERING

That in accordance with the recent reforms to the cited Laws, the responsibility for verifying compliance with the requirements established in said laws to hold positions, offices or commissions in the financial system, particularly those related to quality or technical capacity, honorability, satisfactory credit history, knowledge and experience in financial, legal or administrative matters, falls on financial entities, which, to facilitate the supervision activities of this Commission, must integrate files with documents that allow proving, in an objective manner, that the aforementioned verification responsibility has been fulfilled, and

That the establishment of measures aimed at holding entities of the Mexican financial system responsible for the evaluation and verification of the aforementioned requirements allows progress in regulatory improvement and recognizes greater autonomy to said entities in the process of appointing their directors and officials, has resolved to issue the following:

GENERAL RULES FOR THE INTEGRATION OF FILES CONTAINING THE INFORMATION THAT ACCREDITS COMPLIANCE WITH THE REQUIREMENTS THAT MUST BE SATISFIED BY PERSONS HOLDING POSITIONS, OFFICES OR COMMISSIONS IN FINANCIAL ENTITIES

FIRST.- For the purposes of these Rules, the following shall be understood:
I. Commission, the National Banking and Securities Commission.
(4) II. Regulatory Comptroller, the person holding that position in operating societies of investment funds, distributors of investment fund shares, appraisers of investment fund shares and stock exchanges of financial derivative instruments, in the terms of the respective provisions.
III. Executives, officials with the two immediate lower hierarchies to that of general director,
in the case of multiple banking institutions and holding companies of financial groups and with immediate lower hierarchy to that of general director, in the case of other Financial Entities. (4) IV. Financial Entities, holding companies of financial groups, multiple banking institutions, brokerage houses, stock exchanges, stock exchanges of financial derivative instruments, institutions for the deposit of securities, central counterparties of securities, settlement chambers for financial derivative instruments, operating societies of investment funds, distributing societies of investment fund shares, appraisal societies of investment fund shares, credit information societies and credit unions.

(4)V. Members of the Technical Committee, persons who make up the technical committee of the derivatives settlement chambers. (4)VI. Members of Collegiate Bodies, persons who make up the collegiate bodies of the central counterparties of securities.

SECOND.- Financial Entities, in compliance with what is provided in the laws and other general provisions governing their organization and operation, must evaluate and verify prior to the appointment of their directors and Members of the Technical Committee, Members of Collegiate Bodies, Regulatory Comptroller, general director, Executives, commissioners and external auditors, compliance with the following requirements:
I. Quality or technical capacity.
(4) II. Experience in financial, legal or administrative matters and, if applicable, professional prestige, consistent with the profile of the position, office or commission to be conferred and as they appear to be exigible, in accordance with the Law regulating them. In the case of directors of credit unions, they may accredit experience in the aforementioned subjects or, alternatively, in business matters.
III. Satisfactory credit history or credit eligibility.
IV. Honorability.
V. When applicable, that they are free from any scenario of restriction for
performing the function that will be entrusted to them.
(6) In the case of the general director, Executives and commissioners of credit unions, additionally they must be residents in national territory in terms of what is provided by the Federal Tax Code and not be performing regulatory or supervisory functions of the credit union itself. (5) In all cases, the verification of the requirements referred to in this Rule must be carried out by the person or collegiate body of the Financial Entity that, in accordance with the applicable legal and administrative provisions, must effect the appointment of directors and Members of the Technical Committee, Members of Collegiate Bodies, Regulatory Comptroller, general director, Executives, commissioners and external auditors, prior to their appointment.

THIRD.- Financial Entities must verify the quality or technical capacity of the persons referred to in the previous Second Rule, taking into account the knowledge related to the operation and functioning of the type of Entity or of the area in specific in which they will provide their services, as well as those required for the adequate performance of the functions entrusted by virtue of the position, employment or commission to be conferred. Financial Entities, for the purposes provided in the previous paragraph, may take into account the records, degrees, certificates, diplomas or any other type of document, in which the recognition of the quality or technical or professional capacity of the corresponding person is stated, in the operation and functioning of the Financial Entity in question or in the activity to be performed, when they have been issued by higher education institutions, public or private, national or foreign, or by certificates of technical capacity issued by self-regulatory bodies recognized by the Commission. In the absence of the aforementioned documents, Financial Entities may integrate into the file a reasoned opinion, signed by the person responsible referred to in Rule Eleventh, in which the manner in which they ensured the technical capacity or quality of the corresponding person is indicated.

(4) FOURTH.- In the case of proving experience in financial, legal, administrative and, if applicable, business matters or professional prestige, Financial Entities take into account, performance in high-level decision-making positions for at least five years.

FIFTH.- Financial Entities, to verify the satisfactory credit history or credit eligibility of the persons referred to in the Second Rule, must obtain a report provided by credit information societies containing records of at least five years prior to the date on which the exercise of the employment, position or commission corresponding is intended to begin. In all cases, Financial Entities must obtain the consent of the person in question, to request the said report through users of the mentioned societies. To carry out the aforementioned verification, Entities will establish policies that allow them to evaluate the credit history situation of the persons in question, based on the information they obtain from credit information societies. To this effect, said policies will take into account, at least, the following:
I. Criteria to value the content of the reports provided by the respective credit information
society, which allow qualifying the credit profile of the candidate, particularly, for the event that the credit history shows overdue debts or other type of negative credit records.
II. The additional information that would be required from persons who fall into the cases
foreseen in the preceding paragraph.
III. The scenarios in which employment, position or commission would be granted or denied to persons
who fall into the situations foreseen in the preceding paragraph I.

SIXTH.- Financial Entities, when verifying the honorability of the persons referred to in the Second Rule, may consider that they:
I. Have not been convicted by a final judgment for an intentional crime that imposes a penalty
of more than one year of imprisonment. In the case of intentional property crimes, regardless of the penalty.
II. Are not, at the time of appointment, administratively or, if applicable, criminally,
ineligible or suspended from exercising commerce or from holding an employment, position or commission in public service or in the Mexican financial system. (4) III. Possess moral solvency. Persons who have been subject to administrative investigation or proceedings for serious infractions or criminal offenses, for violations of national or foreign financial laws, which have resulted in any type of resolution or agreement that expressly implies acceptance of guilt or responsibility, or a final condemning judgment, will be considered as not having moral solvency. (4) SEVENTH.- Financial Entities, when carrying out the verification referred to in the Second Rule, must ensure prior to the appointment of the persons in question, when applicable, that they are not in any of the scenarios of impediment, incapacity, restriction or incompatibility that for performing such functions are provided by the Laws to Regulate Financial Conglomerates, Credit Institutions, Securities Market, Investment Funds, to Regulate Credit Information Societies, Credit Unions and the "Prudential provisions to which participants in the listed derivatives contracts market shall be subject", or in accordance with the policies of the Financial Entity, as applicable. In the case of independent directors and, if applicable, independent Members of the Technical Committee, Financial Entities must, in addition to the above, collect prior to the appointment of the latter, letters signed by the interested party under oath, in which it is stated:
I. That they meet the independence requirements established by the laws relative to the
Mexican financial system referred to in this Rule.
II. That they do not maintain a labor, professional or business relationship with the external auditor of the
Financial Entity that intends to appoint them.
III. That they do not hold an employment, position or commission in foreign financial entities that
participate, directly or indirectly, in the capital of the Financial Entity, as well as in any subsidiary with respect to which said foreign financial entities exercise the possibility, under any title, to impose decisions in shareholder meetings or can appoint or dismiss the majority of the members of the board of directors. The scenario provided for in this paragraph does not apply to directors of said foreign Financial Entities or of the aforementioned subsidiaries, who are not employees of such societies and who do not have contracts by which they receive remuneration from the latter. (2) IV. In the case of stock exchanges, institutions for the deposit of securities and central counterparties, that they do not fall, insofar as applicable, into any of the scenarios referred to in Article 26 of the Securities Market Law and that they do not participate in the capital of financial intermediaries that are partners or members of the said exchanges, institutions and counterparties, nor hold employment, positions or commissions in any of them, except in the case that they do so as independent directors in any of said financial intermediaries. Financial Entities may establish additional criteria that allow determining the independence of their directors.

EIGHTH.- Financial Entities must maintain a file for each person appointed to occupy any of the positions, offices or commissions referred to in the Second Rule, where the following are archived:
I. General data of the person including information related to their identity,
domicile, birth certificate, marital status, federal taxpayer registry, unique population registry key, nationality or migratory status. At all times, the information must be supported by documents issued by competent authority.
II. If applicable, copies of degrees, certificates, diplomas or any other type of document, in
which the recognition of technical or professional studies issued by higher education institutions, public or private, national or foreign, is stated, or by certificates of technical quality issued by self-regulatory bodies recognized by the Commission in accordance with the Securities Market Law. In the absence of the aforementioned documents, Financial Entities may integrate into the file a reasoned opinion, signed by the person responsible referred to in Rule Eleventh, in which the manner in which they ensured the technical capacity or quality of the corresponding person is indicated.
III. The curriculum vitae.
IV. The credit history report referred to in Rule Fifth and its valuation.
V. If applicable, recommendation letters referred to in Rule Sixth.
VI. Letters signed by the interested party under oath, in which it is stated:

a) That they are not in any of the scenarios of restriction or incompatibility foreseen in the applicable legislation, or in accordance with the policies of the Entity Financial. b) If they are or are not in any of the following scenarios:
i. Having been convicted by a final judgment for an intentional crime that imposes a
penalty of more than one year of imprisonment, or for intentional property crimes, regardless of the penalty.
ii. Being administratively or, if applicable, criminally ineligible or suspended
from exercising commerce or from holding an employment, position or commission in the public service or in the Mexican financial system.
iii. Having a pending lawsuit against the Financial Entity that intends to appoint them,
or against those that are part of the financial group to which the first belongs.
iv. Being subject to criminal proceedings.
v. Having been a beneficiary of credits that have been defaulted. In the event that
by the applicable regulations such credits do not appear in the databases of the credit information societies, a brief history of said credit must be included, which at least indicates the original amount of the same, term, interest rate, if applicable, period of default and status of the credit at the date of said communication.
vi. Having been declared in civil or commercial bankruptcy without being rehabilitated.
c) That they do not have a conflict of interest or opposing interest to that of the Financial Entity that appoints them, nor with those that are part of the financial group to which the same belongs. d) The patrimonial, commercial or business links, liability or kinship that they maintain with shareholders of the own Financial Entity and, if applicable, with other directors or the general director and Executives of the same. The declaration will include, if applicable, the entities that are part of a financial group and subsidiaries of all of them. The aforementioned information, when applicable, must comply with what is stated in paragraph VII of this Rule. e) The commercial or business links that they maintain with the Financial Entity. The declaration will include, if applicable, the other entities that are part of the financial group and subsidiaries thereof.
VII. The information inherent to related persons for the purposes of Article 73 of the Law of
Credit Institutions, when it concerns directors, general director, Executives, commissioners, and external auditors of holding companies of financial groups or multiple banking institutions. Such information must meet the requirements that the Commission determines in accordance with what is provided in Article 73 Bis of the cited Law of Credit Institutions.

NINTH.- Financial Entities must establish communication mechanisms with the persons they appoint in accordance with these Rules, allowing them to verify at least once a year, compliance with the requirements related to satisfactory credit history or credit eligibility and honorability as well as the absence of legal impediments for their directors and Members of the Technical Committee, Members of Collegiate Bodies, Regulatory Comptroller, general director, Executives, commissioners and external auditors, to continue in the performance of the functions for which they were appointed. Likewise, they must establish internal control policies aimed at verifying that the performance of the persons they appoint is carried out in an ethical, professional manner and with full compliance with the Law. Financial Entities must inform the persons they appoint to exercise any employment, position or commission provided for in these Rules, the scenarios under which they could incur in non-compliance with the requirements or, if applicable, update any of the restrictions or incompatibilities that prevent them from continuing in the performance of the entrusted function. (4) TENTH.- Financial Entities must inform the Commission of the appointments of directors, Members of the Technical Committee, Members of Collegiate Bodies, Regulatory Comptroller, general director, Executives and commissioners, as applicable, within five business days after their appointment, expressly stating that they comply with the requirements and conditions established in the applicable legislation and in these Rules, attaching, in a closed envelope in printed form and on some magnetic or optical medium, the information detailed in the format attached as Annex 1. (4) The deadline referred to in the previous paragraph will not apply to holding companies of financial groups, brokerage houses, stock exchanges, institutions for the deposit of securities, central counterparties of securities and settlement chambers for financial derivative instruments, who, in terms of the regulations applicable to them, must deliver the information referred to in said paragraph within ten business days after the corresponding appointment. Financial Entities will annually inform the Commission, within the first fifteen natural days of January of each year, the results of the management actions they carry out in compliance with what is provided in the previous Ninth Rule. (4) In the event of resignation or removal of directors, Members of the Technical Committee, Members of Collegiate Bodies, Regulatory Comptroller, general director, Executives, commissioners or external auditors, Financial Entities must notify the Commission of such events, as well as their reason, within ten business days after the occurrence of said facts, attaching, in a closed envelope in printed form and on some magnetic or optical medium, the information that is detailed in the format attached as Annex 2 to these Rules.

ELEVENTH.- Financial Entities must appoint the internal controller or its equivalent and, if applicable, the substitute thereof, as the persons responsible for the integration of the files referred to in Rule Eighth, for implementing the communication mechanisms and internal control for the purposes provided for in these Rules, as well as for providing the corresponding information. (4) The internal controller or equivalent, in addition to what is stated in the previous paragraph, will inform the board of directors of the Financial Entity of cases in which any employment, position or commission provided for in these Rules is granted, when the credit history of the person shows overdue debts or other type of negative credit records, or their honorability falls into any of the scenarios referred to in the previous Sixth Rule, in accordance with the policies that the Financial Entity itself has approved regarding this matter. In the case of the general director, the aforementioned report must be presented to the general assembly of shareholders. In the case of the Regulatory Comptroller of the operating societies of investment funds, non-compliance with any of the requirements provided for in these Rules must be reported to the general assembly of shareholders in the next session following the occurrence of the scenario.

TRANSITORY PROVISIONS

FIRST.- With the exception of Rule Eighth, these Rules shall enter into force the day following their publication in the Official Gazette of the Federation.

SECOND.- Upon the entry into force of these Rules, Circulars 1092 and 1106, issued by the then National Banking and Securities Commission, shall be repealed.

THIRD.- Rule Eighth shall enter into force ninety days after the date of its publication in the Official Gazette of the Federation.

Upon the entry into force of the aforementioned Rule Eighth, Financial Entities must have properly integrated files in accordance with it, regarding persons who are holding any employment, position, or commission provided for in Rule Second as of that date.

Likewise, Financial Entities must inform the Commission of the appointments, as well as the substitutions in case of resignation or removal of the persons mentioned in Rule Second, no later than ninety days following the entry into force of these Rules, under the terms and conditions of Rule Tenth, for events occurring between June 1, 2001, and the date of entry into force of these Rules.

FOURTH.- Upon the entry into force of Rule Eighth, Financial Entities must have manuals through which the communication and internal control mechanisms referred to in Rule Ninth are established.

TRANSITORY PROVISION
(Resolution modifying the General Rules for the Integration of Files Containing Information Accrediting Compliance with the Requirements that Persons Holding Employment, Positions, or Commissions in Financial Entities Must Satisfy, published in the Official Gazette of the Federation on June 16, 2006)

UNIQUE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.

TRANSITORY PROVISION
(Resolution modifying the General Rules for the Integration of Files Containing Information Accrediting Compliance with the Requirements that Persons Holding Employment, Positions, or Commissions in Financial Entities Must Satisfy, published in the Official Gazette of the Federation on January 27, 2009)

UNIQUE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.

TRANSITORY PROVISION
(Resolution modifying the General Rules for the Integration of Files Containing Information Accrediting Compliance with the Requirements that Persons Holding Employment, Positions, or Commissions in Financial Entities Must Satisfy, published in the Official Gazette of the Federation on June 10, 2014)

UNIQUE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.

TRANSITORY PROVISION
(Resolution modifying the General Rules for the Integration of Files Containing Information Accrediting Compliance with the Requirements that Persons Holding Employment, Positions, or Commissions in Financial Entities Must Satisfy, published in the Official Gazette of the Federation on November 10, 2017)

UNIQUE.- This Resolution shall enter into force the day following its publication in the Official Gazette of the Federation.

CONSIDERING
(Resolution published on June 16, 2006)
That in order to provide greater legal certainty to persons wishing to hold an employment, position, or commission in financial entities, it is convenient to include objective aspects that must be considered to determine if they have good public reputation or moral solvency; it has been deemed appropriate to issue the following:

CONSIDERING
(Resolution published on January 27, 2009)
That it is convenient to update the legal foundations supporting the general rules issued by this Commission applicable to financial entities, resulting from the issuance of the Securities Market Law published in the Official Gazette of the Federation on December 30, 2005, and in force as of June 28, 2006, as well as the reform to the Law Regulating Credit Information Societies published in the Official Gazette of the Federation on February 1, 2008, and the issuance of the Credit Unions Law published in the Official Gazette of the Federation on August 20, 2008, as well as eliminating the reference to stock market specialists as recipients of the norm, it has been deemed appropriate to issue the following:

CONSIDERING
(Resolution published on June 10, 2014)
That due to the publication in the Official Gazette of the Federation on January 10, 2014 of the "Decree Reforming, Adding, and Repealing Various Provisions in Financial Matters and Issuing the Law Regulating Financial Groupings," it is necessary to make certain clarifications in the "General Rules for the Integration of Files Containing Information Accrediting Compliance with the Requirements that Persons Holding Employment, Positions, or Commissions in Financial Entities Must Satisfy" in order for them to be consistent with the laws reformed by such Decree and the new Law Regulating Financial Groupings, and

That additionally, it is deemed necessary to clarify that the verification of technical quality or capacity, experience in financial, legal, or administrative matters, and, if applicable, professional prestige, satisfactory credit history, honorability, and non-occurrence of the impediment circumstances established in the applicable legal and administrative provisions, must be conducted before the collegiate body or person of the respective financial entity authorized to make the appointment of the person who will hold an employment, position, or commission in such financial entity, prior to said appointment, it has resolved to issue the following:

CONSIDERING
(Resolution published on November 10, 2017)
That it is necessary to provide certain additional requirements for executives, general managers, and auditors of credit unions using those required of other financial entities that also intermediated resources, in order to professionalize their management for the benefit of their members and the financial system as a whole, and

That in order to comply with the "Agreement Establishing the Guidelines that Must Be Observed by the Departments and Decentralized Bodies of the Federal Public Administration Regarding the Issuance of General Administrative Acts to Which Article 69-H of the Federal Administrative Procedure Law Applies," published in the Official Gazette of the Federation on March 8, 2017, various modifications were made to the "General Provisions Applicable to General Warehouse Receipts, Exchange Houses, Credit Unions, and Multiple-Object Financial Societies Regulated," which had the purpose of establishing exception cases so that credit unions do not constitute additional preventive provisions to those they must create as a result of the qualification process of their credit portfolio, as well as regarding the obligation of real estate societies to abstain from acquiring, administering, or taking in financial lease real estate not intended for offices of the credit union participating in their share capital, it has resolved to issue the following:

REFERENCES
1) Reformed by Resolution published in the Official Gazette of the Federation on June 16, 2006.
2) Reformed by Resolution published in the Official Gazette of the Federation on January 27, 2009.
3) Added by Resolution published in the Official Gazette of the Federation on January 27, 2009.
4) Reformed by Resolution published in the Official Gazette of the Federation on June 10, 2014.
5) Added by Resolution published in the Official Gazette of the Federation on June 10, 2014.
6) Added by Resolution published in the Official Gazette of the Federation on November 10, 2017.