Resolution SBS No. 5780-2015: Approval of New Special Rules on Linkage and Economic Group

Los Laureles Nº 214 - Lima 27 - Perú Telf. : (511)6309000 Fax: (511) 6309239 Lima, September 24, 2015 Resolution S.B.S.
No. 5780-2015
The Superintendent of Banking, Insurance and
Private Pension Fund Administrators

CONSIDERING:
That, through Resolution SBS No. 445-2000 and its modifying norms, the Special Rules on Linkage and Economic Group were approved; That, in order to establish additional criteria regarding linkage and the formation of economic groups, in accordance with international standards on the matter, the Superintendence considers it necessary to modify the aforementioned norm; That, likewise, in accordance with the above, it corresponds to modify the Circular on the Application of Operational Limits referred to in Articles 201° to 212° of the General Law, Circular No. B-2148-2005, F-0488-2005, S-0613-2005, CM-0335-2005, CR-0204-2005, EAF-0231-2005, EDPYME-0119-2005, FOGAPI-0026-2005 and its modifying norms; as well as the Prudential Rules for Operations with Related Parties to Financial System Companies, approved by Resolution SBS No. 472-2006; That, it is necessary to modify the Accounting Manual for Financial System Companies, approved by Resolution SBS No. 895-98 of September 1, 1998 and its modifying and complementary norms, in order to adapt the reports of related parties and economic groups to the new regulation; That, it is necessary to modify the External Audit Regulation, approved by Resolution SBS No. 17026-2010 and its modifying norms, in order to adapt it to the new definition of related parties; That, in order to collect opinions from the general public regarding the proposed regulation, the draft resolution on the matter was published on the Superintendence's electronic portal, under the provisions of Supreme Decree No. 001-2009-JUS; Having the approval of the Adjunct Superintendencies of Banking and Microfinance, Economic Studies, Risks, Insurance and Legal Advice; In exercise of the powers conferred by items 7, 9 and 19 of Article 349° of the General Law of the Financial System and the Insurance System and the Organic Law of the Superintendence of Banking and Insurance, approved by Law No. 26702 and its modifying norms;

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RESOLVES:
Article First.- Approve the new Special Rules on Linkage and Economic Group, which form an integral part of this Resolution:

“SPECIAL RULES ON LINKAGE AND ECONOMIC GROUP
CHAPTER I
ON GENERAL ASPECTS
Article 1°.- Scope
This rule establishes the definitions of single-risk linkage, economic group, financial conglomerate, mixed conglomerate and non-financial conglomerate, which shall apply for what is established in the General Law and in the norms issued by this Superintendence for the purpose of regulating it. 1

Article 2°.- Definitions
For the application of this provision, the following definitions shall be considered:
a. Advisors: persons who provide temporary or permanent advisory services to a legal person or entity and have influence on the decisions of the Board of Directors or equivalent body, as applicable. b. Clients: persons or legal entities that have received financing from companies of the financial system or the insurance system. Financing received from financial system companies is understood to include direct credits, accounts receivable, financial leases, investments, credit exposure equivalent of derivative operations and contingent credits, with the exception of unused credit lines and approved but undischursed credits, whose commitments can be resolved or cancelled unilaterally by the company at any time. In the case of insurance system companies, all operations subject to credit risk indicated in item 3.3 of Article 3° of the Regulation on Capital Requirements for Insurance and Reinsurance Companies, approved by Resolution SBS No. 1124-2006 and its modifying norms, are considered.
c. Holding: a legal person or entity whose main activity is the holding of shares, equity participations or other types of contributions that grant similar rights, of other legal persons or entities, over which it exercises control as provided in Article 8° of this rule.
d. Relatives: Relatives up to the second degree of consanguinity and the first degree of affinity. e. Persons: Natural and/or legal persons. f. Key Officials: in accordance with what is stated in the Rules for the Registration of Directors, Managers and Key Officials - REDIR, approved by Circular No. G- 119 - 2004 and its modifying norms.

1 Article modified tacitly through Resolution SBS No. 00975-2025. The rule is not applicable to companies included in letters A, B, C of Article 16 nor in Article 17 of Law No. 26702, General Law of the Financial System and the Insurance System and the Organic Law of the Superintendence of Banking and Insurance.

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g. Legal Entities: are i) autonomous patrimonies managed by third parties, which lack legal personality or ii) contracts in which two or more persons, who associate temporarily, have a common right or interest to carry out a specific activity, without constituting a legal person. Among others determined by the Superintendence, investment funds, mutual investment funds in securities, trust patrimonies and consortia are considered in this category. h. Managers: in accordance with what is stated in Complementary Rules to the Election of Directors, Managers and Internal Auditors, approved by Resolution SBS No. 1913-2004 and its modifying norms.
i. Manager: the person responsible for the management of a legal entity, as well as for the execution of its operations. The same person can be the manager of several legal entities.
j. Spouse: For the purposes of this rule, it includes the cohabitant by reason of a de facto union in accordance with Article 326° of the Civil Code.

CHAPTER II
ON SINGLE-RISK LINKAGE
Article 3°.- Definition
Single-risk linkage is understood as the relationship between two or more persons and/or legal entities where the financial or economic situation of one affects the other or others, such that, when one of them has financial or economic problems, the other or others could find themselves with difficulties in meeting their obligations. There is single-risk linkage between legal persons and/or legal entities that belong to the same economic group, and between these and the natural persons who exercise control over said economic group, as provided in Articles 8° and 9°; as well as in other cases where the conditions established in the previous paragraph are met. Likewise, it is presumed that single-risk linkage exists between spouses, between persons and/or legal entities that have a relationship of ownership and/or management in accordance with Articles 4° and 5°, unless proven otherwise.

Article 4°.- Ownership Relationships
An ownership relationship exists when the shares or participations with voting rights that a person or legal entity owns directly or indirectly (through third parties) represent 4% or more of the shares or participations with voting rights of a legal person or entity. The aforementioned relationship is presented based on the characteristics of the share or participation, even if the political or economic rights related to these have been ceded, through any title, to third parties. The ownership relationship links the holder of the shares or participations with the legal person and/or entity in which such ownership is held, and vice versa. Likewise, it is considered that the ownership relationship involves the persons or legal entities through which such indirect ownership is held. It is considered that a person or legal entity has indirect ownership of a legal person or entity in the following cases:

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a) When the spouse or relatives of a natural person are direct owners of shares or participations with voting rights of a legal person or entity. b) When the spouse or relatives of a natural person are indirect owners of shares or participations with voting rights of a legal person or entity, in which they exercise control. c) When a person or legal entity has ownership relationships with a legal person or entity through another or other legal persons or entities in accordance with Annex A. d) When, through the intervention of agents or representatives, ownership relationships with a legal person or entity are held. For the purposes of this rule, in the case of legal entities, "shares or participations with voting rights" refers to those types of contributions that grant similar rights. Holders of participation certificates of mutual investment funds in securities are not considered linked by ownership relationship to said funds.

Article 5°.- Management Relationships
Management relationships exist in the following cases:
a) Between the natural persons who exercise control over an economic group as provided in Article 8°. b) Between the director, manager, manager, advisor or key official of a legal person and/or entity, as applicable, and those who have ownership relationships with them as established in the previous article. c) Between a person or legal entity in favor of whom financing was granted, and the final recipient of said financing, during the time that the financing is maintained. d) Between a person or legal entity, and the person or legal entity that represents it. e) Between legal persons and/or legal entities that have at least one member of the board of directors, manager, manager, advisor or key official in common, as applicable. f) When from the official documentation of a legal person or entity it can be affirmed that it acts as a division or department of another legal person or entity. g) Between legal persons and/or legal entities when there is direct commercial dependence that is difficult to substitute in the short term. h) Between persons who have a contractual relationship that is included in item ii) of letter g) of Article 2°. i) When the obligations of a person or legal entity are guaranteed or financed by another person or legal entity, provided that they are not companies of the financial or insurance system. j) When the same guarantee backs the obligations of two or more persons and/or legal entities, or there is a transfer of guarantees between them. k) When the resources for the development of the activities of a legal person or entity come directly or indirectly from another legal person or entity. l) Between legal persons that have common shareholders or partners who have the possibility of appointing, vetoing or removing at least one member of the board of directors or equivalent body of said persons. m) Between a natural person and a legal person, and between a natural person and a legal entity, when the former is, director, manager, manager, advisor or key official of the legal person or entity, as applicable, or has held any of these positions at any time during the last twelve (12) months.

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n) Between a natural person and an economic group when the former is director, manager, manager, advisor or key official of a legal person or entity, as applicable, belonging to said economic group or has held any of these positions at any time during the last twelve (12) months. o) When a person or legal entity has the possibility of appointing, removing or vetoing at least one member of the board of directors or equivalent body of another person. p) When a person or legal entity participates in the policy-setting processes, which include decisions on dividends and other distributions, of another person or entity. q) When a person or legal entity has the possibility of appointing, removing or vetoing the managers, key officials or managers of another person or entity. r) When there is rotation of directors, managers, key officials and/or managers between persons or legal entities. Neither legal entities nor holders of participation certificates of legal entities are considered linked by management relationship to fiduciary companies, Mutual Investment Fund in Securities Management Companies (SAFM) nor Investment Fund Management Companies (SAFI) solely by the fact that the legal entities are administered by said companies. Pension funds are not considered linked by management relationship to private pension fund administrators. The Superintendence may presume the existence of management relationships between natural persons and/or legal persons and/or legal entities, as applicable, based on the volume, periodicity or other conditions of the operations between them, unless proven otherwise.

Article 6°.- Individual Limits 2
For the calculation of the individual limits established in the General Law, the definition of single-risk linkage shall be considered in accordance with what is established in this chapter.
Companies must control these limits permanently by monitoring the operations carried out with all their clients.

Article 7°.- Application of the limit of Article 202° of the General Law 3
For the purposes of applying the limit referred to in Article 202° of the General Law, persons and/or legal entities that have direct or indirect ownership relationships with the company in accordance with Article 4° are considered linked by ownership. Likewise, for the purposes of applying the limit referred to in Article 202° of the General Law, the following persons or legal entities are considered to have significant influence on management:
a) Those who maintain management relationships with the company according to letters c), d), e), k), l), m), n), o), p), q), and r) of Article 5°; unless proven otherwise the existence of such influence; b) Those who belong to their economic group.

2 The article is not applicable to companies included in letters A, B and C of Article 16 nor in Article 17 of Law No. 26702, General Law of the Financial System and the Insurance System and the Organic Law of the Superintendence of Banking and Insurance, as provided in Resolution SBS No. 00975-2025. 3 The article is not applicable to companies included in letters A, B and C of Article 16 nor in Article 17 of Law No. 26702, General Law of the Financial System and the Insurance System and the Organic Law of the Superintendence of Banking and Insurance, as provided in Resolution SBS No. 00975-2025.

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The Superintendence may apply other presumptions of significant influence on management based on the results of supervisory work, such as those contemplated in the last paragraph of Article 5°.
It will also be presumed that there is linkage by ownership or significant influence on management with those legal persons or entities that have received financings whose shares, participations, capital-representing instruments or equivalent titles are bearer; when there is no information on the shareholders, partners or similar of those legal persons or entities that have received financings; or whose shareholders, partners or similar are themselves legal persons or entities with shares, participations, capital-representing instruments or equivalent titles as bearer, unless proven otherwise to the satisfaction of the Superintendence.

Article 7-A°.- Transactions between Related Parties 4
Transactions between related parties are those that involve the transfer of resources, services, obligations or others, regardless of the existence or not of consideration, that are carried out between parties that are linked in accordance with the definition of Article 202° of the General Law. This type of operation cannot occur under conditions more favorable than with any other person or legal entity that carries out or receives said operations.

CHAPTER III
ON THE ECONOMIC GROUP
Article 8°.- Definition of Economic Group
An economic group is understood as the set of legal persons and/or legal entities, national or foreign, composed of at least two members, when any of them exercises control over the other or others, or when control over the legal persons and/or legal entities corresponds to one or more natural persons who act jointly as a decision-making unit. Economic groups are classified into financial conglomerate, mixed conglomerate and non-financial conglomerate.

Article 9°.- Control
Control is defined as the preponderant and continuous influence in the decision-making of the governing bodies of a legal person or bodies that fulfill the same purpose in the case of a legal entity.
Control can be direct or indirect. Control is direct when a person or legal entity exercises more than half of the voting power in the general meeting of shareholders or partners of a legal person, and in the case of legal entities in the bodies that are similar.

4 The article is not applicable to companies included in letters A, B and C of Article 16 nor in Article 17 of Law No. 26702, General Law of the Financial System and the Insurance System and the Organic Law of the Superintendence of Banking and Insurance, as provided in Resolution SBS No. 00975-2025.

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Control is indirect when a person or legal entity has the power to appoint, remove or veto the majority of the members of the board of directors or equivalent body, to exercise the majority of the votes in the meetings of the board of directors or equivalent body, to approve operational and/or financial policies, to approve decisions on dividends and other distributions, to appoint, remove or veto the general manager in the case of legal persons, or the manager who is authorized to handle the funds in the case of legal entities; even if it does not exercise more than half of the voting power in the general meeting of shareholders or partners of a legal person, and in the case of legal entities in the bodies that are similar. Neither legal entities nor holders of participation certificates of legal entities are considered controlled by fiduciary companies, SAFM nor SAFI solely by the fact that the legal entities are administered by said companies. Holders of participation certificates of mutual investment funds in securities are not considered to exercise control over said funds. Pension funds are not considered controlled by private pension fund administrators.

Article 10°.- Presumptions of Control
It is presumed, unless proven otherwise, that an economic group exercises control over a legal person or entity when the majority of its members of the board of directors or equivalent body are linked by single-risk to the economic group. Likewise, the Superintendence may apply additional presumptions for prudential reasons to those considered in this article.

Article 11°.- Financial Conglomerate
The financial conglomerate is the economic group integrated by legal persons that are included in Articles 16° and/or 17° of the General Law, and/or by the following legal persons or legal entities:

• Holding.
• Intermediation agents in the securities market.
• Management companies of mutual investment funds in securities and investment funds.
• Securitization companies.
• Special purpose companies.
• Financial autonomous patrimonies.
• Pension fund management companies.
• Health service providers.
• Others, whose corporate object or activities, in the judgment of the Superintendence, are compatible with those indicated above.

Article 12°.- Mixed Conglomerates
The mixed conglomerate is the economic group composed of at least two (2) members, one of them included in Article 11° and the other not.

Article 13°.- Non-Financial Conglomerate
The non-financial conglomerate is the economic group integrated by legal persons and/or legal entities that are not included in Article 11°.

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Article 14.- Incorporation of a legal person or a legal entity into an economic group
The incorporation of a legal person or a legal entity into an economic group is determined based on the date on which it is under the same direct or indirect control, as established in Article 9.

CHAPTER IV
ON THE SUBMISSION OF INFORMATION

Article 15.- Information on economic groups of supervised companies 5
The companies indicated in Articles 16 and 17 of the General Law must submit to this Superintendence, within a period not exceeding January 15 and July 15 of each year, Report No. 19 "Information on the Economic Group of the Company" (which includes Reports No. 19-I and No. 19-II) and No. 19-A "Information on members of the company's economic group", in accordance with the established formats.

In the case where two or more companies that are part of an economic group are obligated to present such information, it must be presented only by the one that has majority participation in the assets of the economic group. Likewise, when it is not possible to determine such a company, the Superintendence will indicate the responsible party.

Article 16.- Repealed 6

Article 17.- Modification of the composition of the economic groups of supervised companies
Any modification regarding the information presented in accordance with the provisions of Article 15 of this chapter will result in the reports being resubmitted within fifteen (15) calendar days following the close of the month in which such modification occurred.

Article 18.- Repealed 7

Article 19.- Status of sworn declaration
The information required in this chapter has the status of a sworn declaration, and the board of directors and management of the company responsible for its presentation are responsible for the truthfulness and timeliness of its submission, in accordance with the provisions of Articles 87 and 92 of the General Law.

CHAPTER V
ON SUPERVISION AND ITS COLLABORATORS

Article 20.- Investigation on related parties and/or economic groups
This Superintendence is empowered to establish the existence of financial or mixed conglomerates, in accordance with the provisions of numeral 11 of Article 349 of the General Law, and may, on its own initiative or at the request of a party, initiate investigations to determine the existence of economic groups, as well as to determine the existence of related parties.

To that end, it may also request information it deems pertinent from companies subject to its supervision, shareholders, directors, managers, advisors, and main officials thereof, risk rating agencies, audit firms, experts registered in the REPEV, insurance auxiliaries, and any other natural person, legal person, or legal entity, even if they are not within the scope of its competence, in accordance with Article 356 of the General Law.

Article 21.- Internal Audit Unit
The internal audit unit must incorporate into the Annual Work Plan the evaluation of compliance with the provisions of this regulation, in accordance with the Annex of Scheduled Activities contained in the Internal Audit Regulation.

Article 22.- External Audit Firm
External audit firms must carry out the review in accordance with Annex I of the External Audit Regulation.

Article 23.- Coordination with Supervisory Bodies
This Superintendence will coordinate with other national or foreign supervisory bodies for the purpose of obtaining information that allows determining the existence of related parties or an economic group.

ANNEX A
CALCULATION OF INDIRECT OWNERSHIP
Indirect ownership of a natural person, legal person, or legal entity through a legal person or legal entity is determined as follows:

PN1 ⎯⎯⎯→ PJ2 ⎯⎯⎯→ PJ3 ........... PJ(n-1)% ⎯⎯⎯→ PJ(n) P1% P2% P(n-1)%

PJ1 ⎯⎯⎯→ PJ2 ⎯⎯⎯→ PJ3 ........... PJ(n-1)% ⎯⎯⎯→ PJ(n) P1% P2% P(n-1)%

Where K% is the percentage of participation of PN1 or PJ1 in PJ(n)

1. If P1 % ≤ 50%:
   K% = P1% * P2% * .... * P(n - 1)%

2. If P1% > 50%, P1% is considered to be 100%:

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a) Where P2 % ≤ 50%
K% = 100% * P2% * .... * P(n - 1)%

b) Where P2 % > 50%, P2% is considered to be 100%:

K% = 100% * 100% * P3%* .... * P(n - 1)%, and so on.

PJ: legal person or legal entity
PN: Natural person
Pi%: Percentage of participation of the natural person, legal person, or legal entity “i” in the share capital of the legal person or legal entity “i+1”. For i = 1, 2, 3, ... , n-1.

Article Two.- Modify Article One of Resolution SBS No. 472-2006 in the following terms:

“Article One.- Approve the Prudential Rules for Transactions with Related Parties of Financial System Companies, which form an integral part of this Resolution.”

Article Three.- Modify literals b) and e) of Article 2 and Article 7 of the Prudential Rules for Transactions with Related Parties of Financial System Companies, approved by Resolution SBS No. 472-2006, in the following terms:

“Article 2.- Definitions
For the purposes of this regulation, the following definitions shall be considered:
(…) b. Economic group: According to the definition established in the Special Rules on Related Parties and Economic Groups issued by the Superintendence.
(…) e. Related parties: Persons and legal entities related to financial system companies for the purposes of applying Article 202 of the General Law, in accordance with the provisions of said Article and the Special Rules on Related Parties and Economic Groups issued by the Superintendence. (…)

Article 7.- Limit on financing to related parties
For the purposes of calculating the limit referred to in Article 202 of the General Law, companies shall not consider investments made in instruments representing capital or those modalities of contributions that grant similar rights for legal entities, and debt, that are deducted from the company's effective equity, in accordance with Article 184 of the General Law.

Likewise, for the calculation of the limit referred to in the preceding paragraph, financial system companies shall not consider financings granted to financial system companies of the country or abroad that belong to their economic group, provided that:
a) they are subject to consolidated supervision by the Superintendence or under similar rules by another foreign supervisory body, at the discretion of the Superintendence, and

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b) there is sufficient information on the assets of said company to the satisfaction of the Superintendence, in the case of companies belonging to the foreign financial system, when consolidated supervision corresponds to the Superintendence.”

Article Four.- Modify numeral 6 of the Circular on the Application of Operational Limits referred to in Articles 201 to 212 of the General Law, Circular No. B-2148-2005, F-0488-2005, S-0613-2005, CM-0335-2005, CR-0204-2005, EAF-0231-2005, EDPYME-0119-2005, FOGAPI-0026-2005 and their modifying norms, in the following terms:

“6. Application of the limit to financings to persons and/or legal entities related to Article 202 of the General Law For the calculation of the limit to the total of financings to persons and/or legal entities related to that referred to in Article 202 of the General Law, the criteria indicated in Article 7 of the Special Rules on Related Parties and Economic Group and in Article 7 of the Prudential Rules for Transactions with Related Parties of Financial System Companies, in force, must be applied.

In the case of a natural person related to the company, any financing granted to their relatives and spouse must also be considered as an exposure to that natural person, without admitting proof to the contrary. Likewise, any financing granted to a legal person or legal entity over which said related natural person, their relatives, or spouse, exercise control, whether individually or by belonging to a group of natural persons acting as a decision-making unit, shall be included, in accordance with Article 8 of the Special Rules on Related Parties and Economic Group, unless proof to the contrary is provided. This proof to the contrary will not be admissible when it concerns a natural person related to the company by ownership relationship (direct or indirect) greater than or equal to 20%, or when the aforementioned percentage is reached with participations of other natural persons with whom they act as a decision-making unit.

In the case of a legal person or legal entity related to the company, any financing granted to another legal person or legal entity that belongs to its economic group shall also be considered as exposure to said legal person or legal entity, unless proof to the contrary is provided.

Such proof to the contrary will not be admissible when it concerns legal persons or legal entities related to the company by ownership relationship (direct or indirect) greater than or equal to 20%, or when the aforementioned percentage is reached with participations of other legal persons or legal entities of its economic group.

The application of the limit of Article 202 of the General Law must be carried out without prejudice to individual concentration limits.”

Article Five.- Modify the Accounting Manual for Financial System Companies, approved by Resolution SBS No. 895-98 and its modifying and complementary norms, in accordance with what is stated in Annex I, which is published on the Institutional Portal (www.sbs.gob.pe), in accordance with the provisions of Supreme Decree No. 001-2009-JUS.

Article Six.- Modify Annex I “Complementary Reports to be prepared by External Audit Firms” of the External Audit Regulation approved by Resolution SBS No. 17026-2010 and its modifying norms, in accordance with the following:

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1. Substitute literal d) of numeral 2 of section I “REPORTS APPLICABLE TO COMPANIES INDICATED IN LITERALS A, B AND C OF ARTICLE 16 OF THE GENERAL LAW, TO THE BANK OF THE NATION, TO THE AGRICULTURAL BANK, MIVIVIENDA FUND, AND TO THE DEVELOPMENT FINANCING CORPORATION (COFIDE)”, in accordance with the following text:

“(…) d) Regarding financings to related parties, the representative sample must contain as a minimum an audit scope of the five (5) largest credits to related parties; and, (…)

2. Substitute literal b) of numeral 1 of section II “REPORTS APPLICABLE TO INSURANCE AND REINSURANCE COMPANIES”, in accordance with the following text:

“(…) b) The concentration of accounts receivable in economic groups and related parties, according to the criteria established by this Superintendence; and, (…)

Article Seven.- References to “legal persons” in the norms issued by the Superintendence of Banking, Insurance and AFP shall also consider “legal entities”, where applicable.

Article Eight.- This Resolution shall enter into force the day following its publication in the Official Gazette El Peruano, from which date the Special Rules on Related Parties and Economic Group approved by Resolution SBS No. 445-2000 and its modifying norms are repealed. Companies that, upon the entry into force of this Resolution, exceed the operational limits referred to in Articles 202 to 211 of the General Law, as a consequence of the modifications made by this regulation, shall have until December 31, 2015, to comply with the aforementioned limits, but they may not increase the financings they have granted to the respective counterparties.

The first submission of Reports No. 19, No. 19-A, No. 20, No. 20-A, No. 21, and No. 21-A with the new formats will be within a period not exceeding January 15, 2016.

Register, communicate, and publish.

DANIEL SCHYDLOWSKY ROSENBERG
Superintendent of Banking, Insurance and
Private Pension Fund Administrators

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ANNEX I
MODIFICATIONS TO THE ACCOUNTING MANUAL FOR FINANCIAL SYSTEM COMPANIES

I. Modify Chapter V “Complementary Information”, in accordance with the following:

1. Substitute the formats and methodological notes of Reports No. 19 and No. 19-A, with the formats and methodological notes attached.
2. Substitute the formats and notes of Reports No. 20 and No. 20-A, with the formats and notes attached.
3. Substitute the formats and notes of Reports No. 21 and No. 21-A, with the formats and notes attached.