Resolution SBS No. 04512-2025: Amending the Regulation for the Election of Board Representatives of Savings and Credit Municipal Banks

Los Laureles Nº 214 - Lima 27 - Perú Telf.: (511)6309000 Lima, December 30, 2025

RESOLUTION SBS
No. 04512-2025

The Superintendent of Banks, Insurance and Private Pension Fund Administrators

CONSIDERING:

That, by Resolution SBS No. 5788-2015 and its amendments, the Regulation for the Election of Representatives to the Board of Directors of Savings and Credit Municipal Banks (CMAC), hereinafter the Regulation, was approved;

That, by Article 8-A of Supreme Decree No. 157-90-EF and its amendments, hereinafter the Special Law, it is established that in the event there are third-party shareholders with voting rights, in case of merger of two or more CMACs or in case a CMAC acquires participation in another CMAC, each Municipal Council must designate one (1) representative for their participation in the Shareholders' General Meeting sessions, which shall be governed by what is stated in the General Corporations Law, Law No. 26887 and its modifying norms, hereinafter General Corporations Law;

That, pursuant to Article 10-B of the Special Law and Article 4 of the Regulation, it is established that when third-party shareholders acquire more than 50% of the total subscribed shares with voting rights of the CMAC, it shall be governed by what is provided in the General Law, as well as by the General Corporations Law, ceasing to apply the Special Law and the norms of the National Control System, so that in case a non-majority third-party shareholder must continue to be governed by the provisions of the Special Law and the Regulation;

That, items 10.2.2 and 10.2.3 of Article 10 of the Regulation provide for the nomination of the director by the Municipal Council, as well as the presumption of formalization of the director's nomination, respectively; applying both scenarios to the case where the only shareholders of the CMACs are the Municipal Councils;

That, likewise, by item 6) of Article 8-B of the Special Law, it is established that the Shareholders' General Meeting lacks directive and executive powers, being exclusively empowered to nominate the members of the Board of Directors, in accordance with the provisions of the Superintendent of Banks, Insurance and Private Pension Fund Administrators, as well as to establish the remuneration and per diem policy of said body, upon proposal of the Remuneration Committee of the CMAC;

That, as a consequence of such provision, it is necessary for this Superintendence to specify the nomination procedure for when a non-majority third-party shareholder in a CMAC arises, with the aim that the formality of the designation of the directors of a CMAC by the Shareholders' General Meeting can be concluded;

That, Article 157 of the General Corporations Law states that the position of director becomes vacant due to death, resignation, removal, or by the director incurring any of the impediments indicated by law or statute;

That, Article 13 of the Regulation states the causes for the vacancy of the position of director representative of a CMAC, within which the figure of revocation by the appointing entity is mentioned. Likewise, said article states as another cause for vacancy, the removal of the director due to the existence of original and/or subsequent impediments or by incurring any of the causes indicated in Article 89 of the General Law.

That, it is necessary to clarify the reference in the treatment and use of the figure of removal as a cause for vacancy, considering what is regulated in the General Corporations Law;

That, for the purpose of collecting public opinions on what is proposed, the prepublication of the draft resolution on the matter was ordered on the electronic portal of the Superintendence, under the provisions of the Thirty-Second Final and Complementary Provision of the General Law of the Financial System and of the Insurance System and Organic Law of the Superintendence of Banks and Insurance, approved by Law 26702 and its amendments, as well as by Supreme Decree No. 001-2009-JUS, in force at the time of prepublication;

That, the Fifteenth Complementary and Final Provision of Law 32515, Public Sector Debt Law for Fiscal Year 2026, published on 12/04/2025, modified Articles 10 and 11 of the Special Law, so it is necessary to incorporate and adapt what is provided in said norm to this Regulation;

Having the approval of the Adjunct Superintendencies of Banking and Microfinance and of Regulation and Legal Affairs; and,

In exercise of the powers conferred by items 7 and 9 of Article 349 and in Article 367 of the General Law;

RESOLVES:

Article First. - Modify the Regulation for the Election of Representatives to the Board of Directors of Savings and Credit Municipal Banks, approved by Resolution SBS No. 5788-2015 and its amendments (hereinafter, the Regulation), according to the following:

Modify item c) of Article 5, item 7.1 of Article 7, Article 8, items 10.1.4, 10.2.1 and 10.2.2 of Article 10, and Articles 13, 14, 16 and 17 of the Regulation, according to the following text:

This is an electronic document, archived by the Superintendent of Banks, Insurance and AFP. Its authenticity and integrity can be verified through the following web address: https://servicios.sbs.gob.pe/VerificaSBS/validacion, entering the following: Verification Code: JXPW4G001. The integrity of the document and the authorship of the signature(s) can be verified at: https://apps.firmaperu.gob.pe/web/validador.xhtml

Los Laureles Nº 214 - Lima 27 - Perú Telf.: (511)6309000

“Article 5°.- REQUIREMENTS TO BE A DIRECTOR
(...) c) Demonstrate technical suitability, accrediting alternatively:

In case of not having experience in the financial system or in companies or institutions linked to said system, accredit the following technical knowledge and experience:

Experience
Technical Knowledge
Position
Size of the company
Time in the position
Executives, managerial level or principal officials Companies or institutions with annual sales or ordinary activity income greater than 300 tax units (UIT).
Officials who lead organizational units that are up to the second level of reporting to the General Management Companies or institutions with annual sales or ordinary activity income greater than 1,700 tax units (UIT).
Having obtained the degree of bachelor or professional title in economics, finance, engineering, accounting, law, administration, actuarial sciences, statistics, or mathematics; if not the case, accredit concluded studies of master's or doctorate in any of said professions.
Officials who lead organizational units that are up to the third level of reporting to the General Management Companies or institutions with annual sales or ordinary activity income greater than 2,300 tax units (UIT).
More than 3 years in the last 12 years

In case of having experience in the financial system or in companies or institutions linked to said system, accredit the following experience:

Experience
Position
Size of the company
Time in the position
Executives, managerial level or principal officials Companies of the financial system or in companies or institutions linked to said system.
Officials who lead organizational units that are up to the second level of reporting to the General Management Companies of the financial system, or entities linked to said system, that have a rating granted by an external classifier equal to or greater than B and register annual financial or ordinary activity sales or income, as applicable, greater than S/ 100 million. Alternatively, companies of the financial system, or entities linked to said system, that register annual financial or ordinary activity sales or income greater than S/ 800 million. More than 3 years in the last 12 years

Los Laureles Nº 214 - Lima 27 - Perú Telf.: (511)6309000

Officials who lead organizational units that are up to the third level of reporting to the General Management Companies of the financial system, or entities linked to said system, that have a rating granted by an external classifier equal to or greater than B and register annual financial or ordinary activity sales or income, as applicable, greater than S/ 500 million. Alternatively, companies of the financial system, or entities linked to said system, that register annual financial or ordinary activity sales or income greater than S/ 800 million. The levels of annual sales or income of the companies or institutions required for the determination of compliance with the technical suitability requirements must be met during the years in which the candidate accredits their experience. The years of experience registered simultaneously in more than one company are not cumulative.”

“Article 7°.- DURATION OF THE DIRECTOR'S POSITION
7.1 The duration of the director's position is three (3) years as established by Article 11 of the Special Law. The members of the board can be reelected in their positions.
The president of the board is elected for one (1) year and can be reelected only for two (2) consecutive annual periods.
7.2 The duration period is counted from the day following the adoption of the nomination agreement by the Municipal Council or Shareholders' General Meeting, as applicable, or the day following after the maximum period of fifteen (15) business days of receiving the communication from the Joint Management referred to in item 10.2.2, or of twenty-five (25) business days of receiving the communication from the Joint Management referred to in item 10.2.5 of Article 10 of this Regulation without the nomination having been formalized, as applicable. After the stated periods have elapsed, it will be understood that the director performs functions in their position and is authorized to attend board sessions.
7.3 In case of vacancy of the director's position, the replacement person, subject to the designation and nomination procedures established in this Regulation, must be designated by the same entity that designated the vacant director and will occupy the director position for the time remaining to complete the period, unless otherwise provided by the Statute, and may be reelected. The designation must be made within fifteen (15) business days of the vacancy occurring.
7.4 The duration of the director's position of a CMAC is independent of changes in authorities or legal representatives that occur in the appointing entities.”

“Article 8°.- RESPONSIBILITY OF THE APPOINTING ENTITIES Each appointing entity is responsible for ensuring due observance of the deadlines for the duration of the validity period of the Director that corresponds to them to designate, and in that sense each of them must initiate the designation process of their representative with due advance to the expiration of the period, as required in the communication from the Joint Management referred to in the second paragraph of Article 10° of this Regulation.”

Los Laureles Nº 214 - Lima 27 - Perú Telf.: (511)6309000

“Article 10°. - PROCESS OF ELECTION OF DIRECTORS The process of election or reelection of the directors consists of two stages: designation and nomination.
Prior to the start of the designation stage, the Joint Management of the CMAC communicates to the appointing entities, with a copy to this Superintendence, the upcoming expiration of the representation period of the directors, sixty (60) calendar days before its end, using for this the format indicated in Annex I.”

“10.1.4. Designation of the director representative of small merchants or producers The representative of small merchants or producers is selected by the Vice Ministry of SME and Industry of the Ministry of Production, in accordance with its internal procedure.”

“10.2.1 Report of documentation verification by the AML Unit of the CMAC (...)
Within a period not exceeding fifteen (15) business days from the receipt of the report mentioned above, this Superintendence may rule on the evaluation carried out by the AML Unit, said ruling having binding character. In case the Superintendence requires more time to rule, it has an additional period of ten (10) business days, extendable for a similar period. The extension must be notified in advance to the CMAC. After the period granted to the Superintendence has elapsed without this issuing a ruling, its conformity with the results of the report prepared by the AML is presumed. If the Superintendence grants its conformity, express or tacit, on the designated director, the nomination proceeds in accordance with what is provided in items 10.2.2 or 10.2.4 of Article 10 of this Regulation, as applicable. Otherwise, the Joint Management of the CMAC must communicate this decision to the appointing entity within a period of one (1) business day so that it proceeds to make the new designation, attaching the AML report and/or the ruling of this Superintendence, as the case may be. The appointing entity cannot contradict the conclusions issued by the AML and/or Superintendence, under responsibility. The period of one (1) business day referred to in the previous paragraph is counted from the next business day of receiving the communication by the Superintendence or from the next business day of the end of the legal period that the Superintendence has to issue its ruling, as the case may be.”

“10.2.2 Nomination of the director of a CMAC whose only shareholder is the Municipal Council Within a period of three (3) business days following the conformity of the designated director by this Superintendence, the Joint Management sends an official communication with notarially certified signatures of the nomination request to the Municipal Council, attaching the following documents:

Los Laureles Nº 214 - Lima 27 - Perú Telf.: (511)6309000

a) Copy of the official communication with notarially certified signatures of the appointer; and, b) Copy of the official verification report provided for in item 10.2.1 of this Regulation with notarially certified signature of the AML and/or the ruling of this Superintendence, as the case may be.
The Municipal Council, within a maximum period of fifteen (15) business days of receiving the communication from the Joint Management, proceeds in session to formalize the nomination of the designated director. The Municipal Council cannot contradict the express or tacit conformity granted by the Superintendence, must proceed in accordance with it, under responsibility. Within a period not exceeding three (3) business days of the nomination being made, the Municipal Council must send to the Joint Management a notarially certified copy of the Council session minutes containing the Council agreement in which the nomination of the representative of the Majority, Minority, Institution and/or Small Merchants or Producers is formalized, as the case may be, for immediate registration in the Public Registry. Such notarially certified copy constitutes sufficient title for its registration in the respective registry, not requiring additional documentation.”

“Article 13°.- VACANCY OF THE POSITION OF DIRECTOR REPRESENTATIVE OF A CMAC The vacancy of the director's position of a CMAC occurs due to death, resignation, removal by the appointing entity, or due to the existence of original and/or subsequent impediments or by incurring any of the causes indicated in Article 89 of the General Law.”

“Article 14°.- VACANCY OF THE DIRECTOR POSITION DUE TO DEATH, RESIGNATION OR REMOVAL The death of a director automatically generates the vacancy of the position, so the appointing entity, within a maximum period of fifteen (15) business days of becoming aware of the death, must communicate the death of the director to the Joint Management of the CMAC, attaching a certified copy of the act or death certificate of the director, and designate its new representative in accordance with what is provided in this Regulation. The resignation of a director must be made before the entity that had designated it through official communication with notarially certified signature, and communicated simultaneously to the Municipal Council, the Board of Directors of the CMAC and this Superintendence. The communication made by the director automatically generates the vacancy of the position. The appointing entity, within a maximum period of fifteen (15) business days of knowing the resignation, must communicate the resignation of the director to the Joint Management of the CMAC, attaching the original of the director's resignation letter with notarially certified signature presented before the appointing entity, and designate its new representative in accordance with what is provided in this Regulation. The removal of directors by the appointing entity must be communicated, simultaneously, and within a period not exceeding one (1) business day of the decision being adopted, to the Joint Management of the CMAC, the Superintendence and the director in question. For these purposes, the following must be considered:

Los Laureles Nº 214 - Lima 27 - Perú Telf.: (511)6309000

When the removed director has an alternate director, the removal takes effect from the next business day following receipt of the communication by the Superintendency. Once the removal is effective, the alternate director must assume the position, as established in Article 3-A of this Regulation.
When the removed director does not have an alternate director:
a) If the removal is not related to any of the exceptions established in Article 17 of the Regulation, the removed director must remain in office until a new representative is appointed. The removal is suspended until the nomination of the replacement for the removed director. b) If the removal is related to any of the exceptions established in Article 17 of the Regulation, the removal takes effect from the next business day following receipt of the communication by the Superintendency.”

“Article 16.- CONSEQUENCES OF THE VACANCY OF THE DIRECTOR POSITION Within a maximum period of fifteen (15) business days after the removal becomes effective, as stated in Article 14, or upon receipt of communication from the appointing entity informing of the director's death or resignation, or in case of vacancy due to the causes indicated in Article 89 of the General Law, according to what is established in Articles 14, 15, and 15-A of this Regulation, the Joint Management shall request the registration of the respective director's vacancy in the Public Registries, attaching, as applicable, the following documentation:

Request for registration of vacancy, according to the format of Annex V, with signatures notarially certified by the officials exercising the Joint Management;
In case of the director's death, a certified copy of the minutes or death certificate of the director;
In case of the director's resignation; the original letter of resignation from the director with a notarially certified signature presented to the appointing entity;
In case of removal by the appointing entity, the original official communication with notarially certified signatures of the director's removal presented by the appointing entity;
In case of removal due to the existence of original and/or subsequent impediments, the original verification report of the alleged impediments of the director provided for in Article 15 of this Regulation with a notarially certified signature of the Internal Audit Unit (IAU); and,
In case of vacancy due to the causes indicated in Article 89 of the General Law, the original verification report of the alleged causes of vacancy of the director provided for in Article 15-A of this Regulation with a notarially certified signature of the Internal Audit Unit (IAU).

The aforementioned documents, as applicable, constitute sufficient title for their registration in the respective registry, requiring no additional documentation.”

“Article 17°.- CONTINUATION IN THE DIRECTOR POSITION The director whose term has ended or who has been removed must remain in office until their replacement is nominated, except for the director who has incurred an original and/or subsequent impediment in accordance with Articles 5 and 6 of this Regulation, and the director who has incurred a cause for vacancy provided for in Article 89 of the General Law, in which case proceedings shall be carried out in accordance with Article 15 or 15-A of this Regulation, respectively.”

This is an electronic document, archived by the Superintendency of Banks, Insurance and Pension Fund Administrators. Its authenticity and integrity can be verified through the following web address: https://servicios.sbs.gob.pe/VerificaSBS/validacion, entering the following: Verification Code: JXPW4G001. The integrity of the document and the authorship of the signature(s) can be verified at: https://apps.firmaperu.gob.pe/web/validador.xhtml

Los Laureles Nº 214 - Lima 27 - Perú Telf.: (511)6309000

Incorporate literal d) of Article 5, paragraphs 10.2.4 and 10.2.5 in Article 10, and, substitute Annex V of the Regulation:

“Article 5°.- REQUIREMENTS TO BE A DIRECTOR
(…) d) Not having been processed or required by judicial mandate for non-compliance with Article 6 of the Political Constitution of Peru, Articles 472 and 474 of the Civil Code, Article 566-A of the Civil Procedural Code, and Article 92 of Law 27337, Law that approves the New Code of Children and Adolescents.”

“10.2.4 Nomination of the director of a CMAC with participation of third-party shareholders Within a period of three (3) business days following the approval of the director designated by this Superintendency, the Joint Management sends an official communication to the board of directors with the aim of convening a General Shareholders' Meeting and proceeding with the nomination, attaching the following documents:
a) Copy of the official communication with signatures notarially certified by the appointee; and, b) Copy of the official verification report provided for in paragraph 10.2.1 of this Regulation with a notarially certified signature of the IAU and/or the pronouncement of this Superintendency, as applicable.
The board of directors, within a maximum period of ten (10) business days of receiving the communication from the Joint Management, proceeds to convene the General Shareholders' Meeting through a notice that also mentions the date of the second call, and which must be celebrated in accordance with the timeframes and formalities indicated in the General Companies Law. The General Shareholders' Meeting cannot contradict the approval of this Superintendency, expressly or presumed, and must proceed in accordance with it, under responsibility. Within a period not exceeding ten (10) business days after the nomination by the General Shareholders' Meeting, a notarially certified copy of the minutes of the General Shareholders' Meeting session containing the agreement formalizing the nomination of the representative of the appointing entity must be sent to the CMAC for its immediate registration in the Public Registry. Such a notarially certified copy constitutes sufficient title for its registration in the respective registry, requiring no additional documentation.”

“10.2.5 Presumption of nomination of the director of a CMAC with participation of third-party shareholders If the General Shareholders' Meeting does not formalize the nomination within a maximum period of twenty-five (25) business days, from the communication of the Joint Management to the board of directors described in the first paragraph of paragraph 10.2.4, the director's nomination is presumed formalized, and the Joint Management is responsible for immediately registering the aforementioned director's nomination in the corresponding Public Registry, for which the documents indicated in paragraph 10.2.3 of this Regulation, with the exception of literal c), will constitute sufficient title for registration. The aforementioned documents constitute sufficient title for their registration in the respective registry, requiring no additional documentation. The Joint Management is obligated to keep notarially certified copies of the aforementioned documents sent to the Public Registries.”

ANNEX V
Request by the Joint Management of a CMAC for registration of director vacancy due to death, resignation, removal, or for the causes provided for in Article 89 of the General Law

Mr. Registrar of the Legal Persons Registry:

On behalf of the Savings and Credit Municipal Bank ______________________________________, domiciled at __________________________________________________________________________, district of ________________________________, Province of __________________________________ from the Department of , registered in the Electronic File / File No. ____________________ of the Legal Persons Registry of the Registry Office __________________, Registry Zone ___________________________ before you. With due respect, we present ourselves and say:

As it suits the interests of the Savings and Credit Municipal Bank and in compliance with what is provided in Article 16 of the Regulation for the Election of Representatives to the Board of Directors of Savings and Credit Municipal Banks, approved by Resolution SBS No. 5788-2015 1 and its amendments, we request the registration of the vacancy of the following directors:

Full Name of the director DNI / CE Cause of vacancy

1. Death
  Resignation

Removal
( )
( )
( )
1 The request must attach the following documents, as applicable:
a) In case of the director's death, a certified copy of the minutes or death certificate of the director; b) In case of the director's resignation; the original letter of resignation from the director with a notarially certified signature presented to the appointing entity; c) In case of removal by the appointing entity, the original official communication with signatures notarially certified of the director's removal presented by the appointing entity; d) In case of removal due to the existence of original and/or subsequent impediments, the original official verification report of the alleged impediments of the Director provided for in Article 15 of this Regulation with a notarially certified signature of the Internal Audit Unit (IAU); and, e) In case of vacancy due to the causes indicated in Article 89 of the General Law, the original official verification report of the alleged causes of vacancy of the Director provided for in Article 15-A of this Regulation with a notarially certified signature of the Internal Audit Unit (IAU).

Los Laureles Nº 214 - Lima 27 - Perú Telf.: (511)6309000

1. Death
  Resignation

Removal
( )
( )
( )
Lima, _____ of _______________ of the _________ Signatures 2

Article Second. - This resolution enters into force from the day following its publication in the Official Newspaper “El Peruano”. The provisions related to the procedure for the election of directors are applicable to designations made subsequent to the validity of this resolution. In the case of ongoing director election procedures, the provisions and requirements valid at the time of their start apply, except that contemplated in literal d) of Article 5 of the Regulation, whose application is effective from the day following the publication of this norm.

SERGIO JAVIER ESPINOSA CHIROQUE
SUPERINTENDENT OF BANKS, INSURANCE AND PENSION FUND ADMINISTRATORS 2 The request must be signed by the officials exercising the Joint Management, as provided in its statutes.

Resolution SBS No. 04512-2025: Amending the Regulation for the Election of Board Representatives of Savings and Credit Municipal Banks

Lineage: In force