SUPERINTENDENCY OF BANKING, INSURANCE AND AFP
Republic of Peru

Lima, 12 July 2024

Resolution S.B.S. N° 2490-2024 The Superintendent of Banking and Insurance and Private Pension Fund Administrators

CONSIDERING:

That, by means of Law N° 30822, a Law amending Law N° 26702, the General Law of the Financial System and the Insurance System and the Organic Law of the Superintendency of Banking and Insurance, hereinafter the General Law, and other concordant regulations, provisions were approved regarding the regulation and supervision of Savings and Credit Cooperatives that only operate with their members (hereinafter Coopac);

That, by means of SBS Resolution N° 480-2019 and its amendments, the General Regulations for Savings and Credit Cooperatives Not Authorized to Raise Funds from the Public were approved, in which guidelines are established regarding the incorporation and registration of Coopac, regarding corporate governance, regarding the permitted operations and services according to the modular level at which the Coopac is classified, and regarding prudential aspects such as those related to capital, cooperative reserve, effective equity, limits, credit management, liquidity management and investments;

That, the seventh final complementary provision of SBS Resolution Nº 480-2019 specifies that the Regulations on Comprehensive Risk Management for Savings and Credit Cooperatives Not Authorized to Operate with Funds from the Public, approved by SBS Resolution N° 13278-2009 and its amendments, hereinafter the Regulations, remain in force for Coopac;

That, in accordance with the applicable guidelines regarding comprehensive risk management, Coopac have a comprehensive risk management regulation suited to their size and the complexity of their operations and services;

That, understanding that goods and/or services provided by third parties correspond to those that are delivered and/or provided to the Coopac by a supplier;

That, likewise, the option of requesting goods and/or services from a third party, even if it could be carried out by the Coopac itself, constitutes a subcontracting modality, the result of which is the responsibility of the Coopac;

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That, it is necessary for the Superintendency to delimit those subcontractings of goods and/or services that qualify as significant for the Coopac, as well as the criteria that the Coopac must adopt to qualify significant subcontractings of goods and/or services on their own account;

That, based on supervisory experience, it is necessary to make regulatory modifications related to the subcontracting of goods and/or services provided by third parties by the Coopac;

That, likewise, it is necessary to modify the provision referring to the adaptation period to comply with what is established in the Regulations on Comprehensive Risk Management for Savings and Credit Cooperatives Not Authorized to Operate with Funds from the Public approved by SBS Resolution N° 13278-2009 and its amendments, as well as with the provisions of the Credit Risk Management Regulations approved by SBS Resolution N° 3780-2011 and its amendments;

That, in order to gather the opinions of the general public regarding the proposal to amend the regulations related to the subcontracting of goods and/or services provided by third parties by the Coopac, the pre-publication of the draft resolution was arranged, pursuant to the provisions of Supreme Decree Nº 001-2009-JUS;

Having the prior and positive technical feasibility report of the regulation from the Deputy Superintendent of Cooperatives and the approval of the Deputy Superintendencies of Cooperatives and of Legal Advice; and,

In exercise of the authority conferred in items 7, 9 and 13 of Article 349, as well as in item 4 A of the Twenty-Fourth Final and Complementary Provision, of the General Law;

RESOLVES:

Article First.- To approve the Complementary Regulations on goods and/or services provided by third parties in Coopac:

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“COMPLEMENTARY REGULATIONS ON GOODS AND/OR SERVICES PROVIDED BY THIRD PARTIES IN COOPAC

Article 1.- Scope

This regulation is applicable to Savings and Credit Cooperatives Not Authorized to Raise Funds from the Public (hereinafter, Coopac) and Central Savings and Credit Cooperatives Not Authorized to Raise Funds from the Public (hereinafter, Centrales).

Article 2.- Definitions

For the application of this regulation, the following definitions and/or references must be considered:

1. Goods and/or services provided by third parties.- goods and/or services provided by third parties are those delivered to the Coopac by a supplier. In the case of a good and/or service that could be developed by the Coopac, but decides to request it through a third party, the subcontracting modality is constituted.

2. Significant goods and/or services provided by third parties.- goods and/or services provided by third parties that, in the event of failure or suspension, can significantly endanger the Coopac by affecting its income, solvency, operational continuity or reputation.

3. Directors.- in accordance with the definition established in the General Regulations for Savings and Credit Cooperatives Not Authorized to Raise Funds from the Public, approved by SBS Resolution Nº 480-2019 and its amendments.

4. Manager.- in accordance with the definition established in the General Regulations for Savings and Credit Cooperatives Not Authorized to Raise Funds from the Public, approved by SBS Resolution Nº 480-2019 and its amendments.

5. Economic group.- in accordance with the definition established in the Special Rules on affiliation and economic group, approved by SBS Resolution Nº 5780-2015.

6. Special rules on related parties.- Special rules on related parties and economic group, approved by SBS Resolution No. 5780-2015.

7. Principal officers.- in accordance with the definition established in the General Regulations for Savings and Credit Cooperatives Not Authorized to Capture Public Resources, approved by SBS Resolution No. 480-2019 and its amendments.

8. Supplier.- third party contracted to provide goods and/or services to a Coopac, including under the subcontracting modality. Persons that are part of the same economic group as the Coopac are also considered third parties. Likewise, for the purposes of these regulations, members are considered third parties to the extent that they act under the significant subcontracting modality.

9. Significant supplier.- supplier that provides a significant good and/or service in accordance with these regulations.

10. Registration Regulations.- Registration Regulations of the National Registry of Savings and Credit Cooperatives Not Authorized to Capture Public Resources and of the Central Entities, approved by SBS Resolution No. 4977-2018, and its amendment.

11. General Regulations.- General Regulations for Savings and Credit Cooperatives Not Authorized to Capture Public Resources, approved by SBS Resolution No. 480-2019 and its amendments.

12. Subcontracting.- modality whereby a Coopac contracts a supplier for the latter to deliver goods and/or services that, by its nature as a Coopac, it is authorized to develop.

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13. Superintendency.- Superintendency of Banks, Insurance Companies and Private Pension Fund Administrators.

Article 3.- Goods and/or services provided by third parties

3.1 The risks associated with the delivery of goods and/or services provided by third parties must be managed as part of the Coopac's comprehensive risk management framework.

3.2. The significant goods and/or services provided by third parties are those that, in the event of failure or suspension, may pose a significant risk to the Coopac by affecting its income, solvency, operational continuity or reputation. In the event that any significant good and/or service is provided by a third party under the subcontracting modality, the subcontracting is considered significant.

Article 4.- Subcontracting

4.1 Coopacs that contract with third parties for goods and/or services that could be provided by themselves carry out subcontracting, regardless of the contracting modality used by the Coopac and the third party.

4.2 The Board of Directors is responsible for the subcontracting process, as well as for its outcome. The responsibility for supervising the procedure and the outcome of the subcontracting carried out falls to the Supervisory Board.

4.3 Before carrying out subcontracting, the Coopac must carry out a prior assessment of the risks, whether significant or not, associated with the goods and/or services to be subcontracted. The identified associated risks must be managed as part of the Coopac's comprehensive risk management framework.

4.4 The Supervisory Board must carry out a semiannual evaluation of the result of the contracted service, ensuring that said service is provided with the quality and timeliness standards set forth in the contract.

4.5 The third party that provides the good and/or service to the Cooperative is a supplier, in accordance with the definition contained in numeral 8 of article 2 of this regulation.

Article 5.- Significant subcontracting

5.1 The subcontracting of goods and/or services indicated in paragraph 5.4. of this article is considered significant subcontracting. Likewise, the third party that provides a significant good and/or service is considered a significant supplier.

5.2. For purposes of numeral 6 of paragraph 5.4, the Board of Directors is the body that determines whether a subcontracting is significant. For such approval, the Board of Directors must consider an evaluation carried out by the competent area, as well as the opinion of the Supervisory Board, where it is determined that the subcontracting can put the Coopac at significant risk by affecting its income, solvency, operational continuity or reputation.

5.3 In the case of significant subcontracting, it must be set forth in a contract signed between the Coopac and the significant supplier, which must contain clauses that facilitate an adequate review of the respective provision as well as compliance with the requirements indicated in articles 6 and 7, as applicable, of this regulation, by the Coopac, the Supervisory Board, the

SUPERINTENDENCY OF BANKING, INSURANCE AND AFP Republic of Peru

Los Laureles No. 214 - Lima 27 - Peru Tel.: (511) 6309000

external audit firm, as well as by the Superintendency or the persons it designates, in the contracts signed with the suppliers.

5.4 The subcontracting of the following goods and/or services is considered significant subcontracting:

1. Risk management

2. Internal audit

3. Accounting

4. Information systems

5. Portfolio management and collection services

6. Any subcontracting whose consideration is equal to or greater than 5% of the annualized administrative expense, that is, of the administrative expense of the last twelve (12) months. In the case of recurring subcontractings for smaller amounts, the accumulated expense during the last 12 months shall be considered.

7. Others that the Board of Directors indicates.

Article 6.- Requirements applicable to significant subcontracting

6.1 The contracts to be signed by the Coopac must contain the following minimum aspects:

1. The declaration of the significant supplier of knowing and complying with the obligations and responsibilities established by this Superintendency, as well as the current regulations applicable to the service provided.

2. The obligation of the significant provider to keep at the disposal of the Superintendency and the persons it designates, for a period of 10 years, in accordance with paragraph 53.1 of article 53 of the General Regulation, the documents and information on the subcontracting and/or the good or service provided, and to deliver them upon simple request, under the terms and conditions set by the Superintendency;

3. A clause stating that the significant provider is obliged to disclose to the Superintendency, when in the framework of the assignments received, it observes situations that denote lack of solvency, insufficient assets and/or marked financial or economic weakness of the Coopac, and to disclose any act or omission that violates any provision that the Coopac are obliged to comply with, within a maximum period of 5 calendar days from when it observes such situation;

4. A penalty clause in the event of breach of contract.

5. The obligation to participate in working meetings, as applicable, with the Superintendency, the Board of Directors and/or the Supervisory Board of the Coopac.

6. The list of persons who will be in charge of providing the service, specifying the responsibilities of each of them, whether they are hired on a temporary and/or permanent basis, indicating their experience and professional level.

7. The sworn statement of the significant provider and, if applicable, of the persons who will be in charge of providing the service that they are not subject to the impediments provided for in article 6 of the Registry Regulation.

6.2 The members, directors, managers, principal officers and workers of the Coopac, as well as their related parties, in accordance with the Special Related-Party Rules, cannot be significant providers. The foregoing does not apply to the Central Entities.

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6.3 In the case of significant subcontracting of the accounting service, the natural person providing the service cannot provide it to more than three Coopac simultaneously, regardless of whether the significant service has been contracted by the Coopac directly or through a third party, such as a Central Entity of Coopac.

Article 7.- Requirements applicable to the significant subcontracting of the accounting and information systems service

In addition to the requirements indicated in article 6 of this regulation, in the case of a significant subcontracting of the accounting and information systems service, the Coopac must consider the following aspects:

1. In the significant subcontracting of the accounting service, the declaration of the significant provider that it has developed mechanisms for the safeguarding and preservation of information in order to prevent any manipulation of the accounting information of the Coopac, so that the information recorded does not show the real financial situation of the Coopac.

2. In the significant subcontracting of information systems services, the declaration of the significant provider that the system provided has audit trails, that is, with the record of changes and interactions in the system, as well as the user and the date on which the change or interaction was made.

Article 8.- Communication of significant subcontractings entered into by the Coopac with third parties

Within a maximum period of fifteen (15) calendar days counted from the date of execution of the significant subcontracting contract, the Coopac must inform this Superintendency of the execution of a significant subcontracting, providing for this purpose a copy of the evaluation report of the competent area, the opinion of the Supervisory Board and the minutes recording the approval of the Board of Directors, as well as a copy of the contract entered into with the significant provider.”

Article Second.- Repeal from the Regulation of Integral Risk Management for the Coopac, approved by SBS Resolution No. 13278-2009 and its amending norms, the following:

1. Literal q) of numeral 1 “Definitions” of section A “General Provisions”

2. Section F “Subcontracting”

Article Third.- The Coopac have until 31 December 2025 to comply with the provisions of the Regulation of Integral Risk Management for Savings and Credit Cooperatives Not Authorized to Operate with Public Funds approved by SBS Resolution No. 13278-2009 and its amendments, as well as with the provisions of the Credit Risk Management Regulation approved by SBS Resolution No. 3780-2011 and its amendments that are applicable to level 2 Coopac with total assets greater than 32,200 UIT and level 3 Coopac, and must submit to the Board of Directors semi-annual reports on their progress in the implementation of said norms.

Article Fourth.- This resolution enters into force from the day following its publication in the official newspaper El Peruano.

Article Fifth.- The significant subcontracting contracts indicated in the new Complementary Norms on goods and/or services provided by third parties in the Coopac, approved by article First of this resolution, in force at the entry into force of this resolution and that comply with the provisions of article 5 of the aforementioned Norms, have an adaptation period until 31 August 2024, from which date the Coopac have a period of fifteen (15) days to inform the Superintendency about all contracts that have required the aforementioned adaptation.

Register, communicate and publish

MARIA DEL SOCORRO HEYSEN ZEGARRA
Superintendent of Banking, Insurance and AFP