Resolution modifying the general provisions applicable to securities issuers and other market participants

DOF: 26/04/2018

RESOLUTION modifying the general provisions applicable to securities issuers and other market participants

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Banking and Securities Commission.

The National Banking and Securities Commission, based on the provisions of Article 343 of the Securities Market Law, as well as Articles 4, fractions XXXVI and XXXVIII, and 16, fraction I of the National Banking and Securities Commission Law, and

CONSIDERING

That it is necessary to repeal the norms regarding independent external audit services that issuers must hire, as these are integrated into a new regulatory body called "General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements," while noting that the same requirements established in such provisions will apply to the independent external auditor who will perform the review of pro forma or combined financial statements, has resolved to issue the following:

RESOLUTION MODIFYING THE GENERAL PROVISIONS APPLICABLE TO SECURITIES ISSUERS AND OTHER MARKET PARTICIPANTS

SINGLE.- Articles 1, fractions III and IX, subsection a), numeral 1; 3, fractions IX, second paragraph, and X, subsection c); 33, fraction I, subsection a), numeral 3; 36, fraction I, subsection d); 77, third paragraph; 78, second paragraph; 78 Bis, third paragraph; 80; 84; 87, first paragraph are REFORMED, and Articles 42; 83, 85, and 86 of the "General Provisions applicable to securities issuers and other market participants," published in the Official Gazette of the Federation on March 19, 2003, and modified by Resolutions published in the said Gazette on October 7, 2003, September 6, 2004, September 22, 2006, September 19, 2008, January 27, July 22, and December 29, 2009, December 10 and 20, 2010, March 16, July 27, August 31, and December 28, 2011, February 16, and October 12, 2012, April 30, and July 15, 2013, January 30, June 17, September 24, and December 26, 2014, January 12 and 30, March 26, and May 13, August 27, September 28, October 20, and December 31, 2015, May 6, October 19, and November 15, 2016, and August 11, 2017, are REPEALED, to read as follows:

"ARTICLE 1.-

. . .

I. and II.

. . .

III.

External Auditor, the public accountant or licensed public accountant who meets the characteristics and requirements contained in the "General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements" and its modifications.

IV. to VIII. . . .

IX.

. . .

a)

. . .

Provides external audit services for basic financial statements or is an employee or partner of the firm where the issuer's external auditor works.

2. and 3. . . .

b) . . .

X. to XXV.

. . .

. . . "

"ARTICLE 3.-

. . .

I. to VIII.

. . .

IX.

. . .

In any case, the document referred to in Article 84 of these provisions, in relation to Article 5, fraction VI, and Article 37, fraction I of the "General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements" and its modifications, must state that the external auditor has no offer to be an official of the federal entity or municipality in question.

X.

. . .

a) and b)

. . .

c)

The representative, agent, or attorney-in-fact of the legal person providing the external audit services and the external auditor, who may be the same person, exclusively for purposes of information regarding the financial statements that are audited in accordance with the "General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements" and its modifications, as well as any other financial information included in the prospectus, whose source comes from the audited financial statements or their audit report, at the foot of the following legend:

. . .

. . .

. . .

. . .

d) to f)

. . .

. . .

. . .

. . .

. . .

XI.

. . .

. . . "

"ARTICLE 33.-

. . .

I.

. . .

a)

. . .

. . .

. . .

. . .

Repealed.

Annual financial statements or their equivalents, audited in accordance with the "General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements" and its modifications, depending on the nature of the issuer, accompanied by the external audit report, as well as those of its affiliates that contribute more than 10 percent to their consolidated profits or total assets, excluding investment companies, when the issuer is a financial entity. The financial statements of the affiliates must be prepared in accordance with what is provided in Article 78 Bis 1 or 79 of these provisions, as applicable.

. . .

. . .

. . .

. . .

4. and

. . .

b)

. . .

II. and

III.

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . .

. . . "

"ARTICLE 36.-

. . .

I.

. . .

. . .

a) to c)

. . .

d)

Documents referred to in Articles 84 and 84 Bis of these provisions signed by the external auditor. The document referred to in Article 84 of these provisions in relation to Article 5, fraction VI, and Article 37, fraction I of the "General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements" and its modifications, must state that the external auditor has no offer to be an official of the federal entity or municipality in question.

II. to IV.

. . .

. . .

. . .

. . .

. . .

. . . "

"ARTICLE 42.- Repealed. "

ARTICLE 77.-

. . .

. . .

The stock exchange must establish additional mechanisms, such as email, to ensure the broad and timely dissemination of the information referred to in Articles 7, fractions II, subsection b), numeral 5, second paragraph, and III, second paragraph; 18; 20, third paragraph; 23, last paragraph; 24, last paragraph; 29, second paragraph; 34, fractions I, II, and IV; 36, fraction IV, subsections a), c), and e); 38, fractions I, II, and IV; 41, first paragraph; 42; 43, second paragraph; 45, first paragraph; 46, first paragraph; 50; 56, fraction III, subsection c); 58; 73, last paragraph, and 84 of these provisions.

. . .

. . .

. . . "

"ARTICLE 78.-

. . .

The reviews by the external auditor, other than the external audit of basic financial statements to which the provisions of the "General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements" or those that replace them apply, as well as the corresponding reports, opinions, or statements presented in accordance with these provisions, must be carried out based on the International Standards on Quality Control, Auditing, Review, Other Assurance, and Related Services Pronouncements issued by the International Auditing and Assurance Standards Board of the International Federation of Accountants.

. . .

Fourth paragraph. Repealed.

. . .

Sixth paragraph. Repealed.

. . .

ARTICLE 78 Bis.

. . .

. . .

The reviews by the external auditor, other than the external audit of basic financial statements to which the provisions of the "General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements" or those that replace them apply, as well as the corresponding reports, opinions, or statements, must be carried out based on the International Standards on Quality Control, Auditing, Review, Other Assurance, and Related Services Pronouncements issued by the International Auditing and Assurance Standards Board of the International Federation of Accountants. "

"ARTICLE 80.- Financial statements with review of interim financial information, combined, or pro forma, must be reviewed or audited, as applicable, by firms and external auditors who meet the professional and independence requirements contemplated in the "General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements" and its modifications. "

"ARTICLE 83.- Repealed.

ARTICLE 84.- The external auditor, on the date the report or statement of the financial statements is issued and for each exercise subject to review, must deliver to the issuer and, through it, to the stock exchange for dissemination to the investing public, the documents referred to in Articles 19 and 37 of the "General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements" and its modifications.

ARTICLES 85 and 86.- Repealed.

ARTICLE 87.- The lawyer who provides the legal opinion in terms of Article 87, fraction II of the Securities Market Law, will not be independent with respect to the issuer for the effects of said legal provision, when on the date of celebration of the service provision contract and during the development of the studies and analyses necessary to issue the corresponding opinion, they are located in any of the circumstances referred to in Article 6, fractions I to VI and VIII of the "General Provisions applicable to entities and issuers supervised by the National Banking and Securities Commission that hire external audit services for basic financial statements" and its modifications, or in their case, provide additional services that imply or may imply the existence of conflicts of interest. The foregoing will also apply to the firm in which the lawyer works, or any partner or employee of said firm.

. . .

. . .

. . . "

TRANSITIONAL

SINGLE.- This Resolution will enter into force on August 1, 2018.

Respectfully

Mexico City, April 17, 2018. - The President of the National Banking and Securities Commission, José Bernardo González Rosas.- Signature.

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