Resolution SBS No. 5788-2015: Approving the Regulation for the Election of Representatives to the Board of Directors of Municipal Savings and Credit Banks

Lima, September 25, 2015

S.B.S. Resolution
No. 5788-2015

The Superintendent of Banks, Insurance and Private Pension Fund Administrators

CONSIDERING:

That, through SBS Resolution No. 18070-2010, the Regulation for the Election of Representatives to the Board of Directors of Municipal Savings and Credit Banks was approved, modified by SBS Resolution No. 5581-2013, hereinafter referred to as the Regulation;

That, it is necessary to make modifications to the Regulation in order to provide clarifications regarding the requirements, impediments, procedures for appointment, nomination, and vacancy of the director position in Municipal Savings and Credit Banks;

That, the Fourth Complementary and Transitional Provision of Supreme Decree No. 014-2015-PRODUCE establishes that the procedure for the election of the representative of Small Merchants or Producers as a member of the Board of Directors of Municipal Savings and Credit Banks is regulated by the Superintendent of Banks, Insurance and Private Pension Fund Administrators;

That, in order to gather opinions from the general public regarding the proposed modifications to the financial system regulations, the draft resolution was pre-published on the Superintendent's electronic portal, under the provisions of Supreme Decree No. 001-2009-JUS;

Having received the approval of the Adjunct Superintendencies of Banking and Microfinance, and of Legal Advisory; and,

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 Superintendent of Banking and Insurance – Law No. 26702 and its modifying norms;

RESOLVES:

Article First.- Approve the new Regulation for the Election of Representatives to the Board of Directors of Municipal Savings and Credit Banks, as follows:

REGULATION FOR THE ELECTION OF REPRESENTATIVES TO THE BOARD OF DIRECTORS OF MUNICIPAL SAVINGS AND CREDIT BANKS

TITLE I
GENERAL ASPECTS

CHAPTER I
SCOPE AND DEFINITIONS

Article 1°.- SCOPE

This norm applies to Municipal Savings and Credit Banks, hereinafter CMACs, and to the Municipal Credit Bank of Lima insofar as it does not conflict with Law No. 10769.

Article 2°.- DEFINITIONS 1

Financial system companies.- Multiple operation companies, specialized companies, and investment banks contemplated in letters A, B, and C of Article 16 of the General Law must be considered. Likewise, the Municipal Savings and Credit Banks Fund (FOCMAC) must be considered, as well as state companies operating within the financial system, which are the Bank of the Nation, the Agricultural Bank (AGROBANCO), the Development Financial Corporation (COFIDE), and the MIVIVIENDA Fund S.A. This definition includes foreign legal entities with operations equivalent to those mentioned above.
Companies or institutions linked to the financial system.- The following legal persons must be considered: i) insurance companies; ii) intermediation agents in the securities market; iii) mutual fund and investment fund management companies; iv) securitization companies; v) pension fund management companies; vi) complementary and related service companies established in Article 17 of the General Law. This definition includes foreign legal entities with operations equivalent to those mentioned above.
Appointing entity.- Generic denomination for those who, in accordance with the Special Law, have the right and obligation to appoint representatives to the Board of a CMAC. Third-party shareholders are also considered as appointing entities. The representativeness of the appointing entities may fall upon a person who does not necessarily have to be a member or active member of them, provided they enjoy their trust, meet the necessary conditions established in this Regulation, and do not have an employment link or unique risk linkage, in accordance with the norms of this Superintendent, with any of the other appointing entities, nor with the Municipalities, whose Municipal Council is a shareholder of the CMAC.
Joint Management.- Joint management or general manager referred to in Article 15 of the Special Law. The Supplementary Norms for the election of directors, managers, and internal auditors, approved by SBS Resolution No. 1913-2004 and its modifying norms, are applicable. 2

1 Article modified by SBS Resolution No. 1324-2018 of April 5, 2018.
2 Item replaced by SBS Resolution No. 1993-2020 of August 12, 2020.

4.A Manager or managerial level: any mention of the concept of Manager or Managerial Level must be considered referred to the definition established in the third paragraph of Article 2 of the Supplementary Norms for the election of directors, managers, and internal auditors, approved by SBS Resolution No. 1913-2004 and its modifying norms. 3

4.B Key officials.- those included in Annex No. 1 of SBS Circular No. G-213-2021, Norms for the Registration of Shareholders, Directors, Managers, and Key Officials – REDIR, in concordance with the Supplementary Norms for the election of Directors, Managers, and Internal Auditors, approved by SBS Resolution No. 1913-2004 and with Article 92 of Law No. 26702.

General Shareholders' Meeting.- the municipal council, insofar as third-party shareholders or other CMACs do not participate with voting rights. In the event of a merger of two or more CMACs or if a CMAC acquires a participation in another CMAC, the general shareholders' meeting will be composed of one representative from each municipal council shareholder; and if third-party shareholders participate, by one representative from each third-party shareholder with voting rights.
Special Law.- Supreme Decree No. 157-90-EF and its modifications, which has the rank of law conferred by Article 425 of Legislative Decree No. 770, and to which Article 13 and the Fifth Final and Complementary Provision of the General Law refer, which together with said norm regulate the operation of CMACs.
General Law.- General Law of the Financial System and the Insurance System and the Organic Law of the Superintendent of Banking and Insurance, Law No. 26702 and its modifications.
General Companies Law.- General Companies Law, Law No. 26887 and its modifications.
Council Majority.- The group of councilors who are part of the list of candidates of the elected Mayor.
Council Minority.- The group of councilors who are not part of the Council Majority.
Authorization Regulation: Regulation for the authorization of companies and representatives of the Financial and Insurance Systems, approved by SBS Resolution No. 211-2021 5.
Representative of small merchants or producers.- Those appointed in accordance with what is established in item 10.1.4 of this Regulation.
Territorial scope in which the CMAC operates.- corresponds to the district or province of the shareholder municipality. 6

TITLE II
PROCEDURE FOR THE ELECTION OF REPRESENTATIVES TO THE BOARD OF DIRECTORS OF MUNICIPAL SAVINGS AND CREDIT BANKS

CHAPTER I
THE BOARD OF DIRECTORS

Article 3°.- COMPOSITION OF THE CMAC BOARD OF DIRECTORS 7

3 Item incorporated by SBS Resolution No. 1993-2020 of August 12, 2020.
4 Item incorporated by SBS Resolution No. 03948-2022 of December 23, 2022.
5 Item replaced by SBS Resolution No. 03948-2022 of December 23, 2022.
6 Item incorporated by SBS Resolution No. 03948-2022 of December 23, 2022.
7 Article modified by SBS Resolution No. 1324-2018 of April 5, 2018.

As established in Articles 10, 10-A, 10-B, and 10-C of the Special Law, the board of directors of the CMAC is composed as follows:

While the only shareholder of the CMAC is a municipal council, it is composed of seven (7) members representing the Council Majority (2), the Council Minority (1), COFIDE (1), the Chamber of Commerce (1), the Clergy (1), and the Small Merchants and Producers in the territorial scope in which the CMAC operates (1).
When two CMACs that only have municipal councils as shareholders merge to form a single CMAC, the board of directors of the new CMAC or absorbing CMAC is composed of seven (7) members, three (3) members are appointed by the shareholder municipal councils and the remaining four (4) members correspond to appointing entities COFIDE, the Chamber of Commerce, the Clergy, and Small Merchants and Producers. The mechanism for the appointment of said Directors will be agreed upon in the merger project submitted to this Superintendent as part of the authorization procedure established in the Reorganization Regulation. The balance of representativeness of the Board must tend to maintain correspondence with the shareholding structure, insofar as applicable.
When one or more CMACs that only have municipal councils as shareholders adopt corporate reorganization schemes not provided for in the preceding item, or when more than two CMACs that only have municipal councils as shareholders merge, the composition of the board of directors must be established in the reorganization or merger project submitted to this Superintendent as part of the authorization procedure established in the Reorganization Regulation. To determine such composition, the shareholding structure and balance of representativeness of the Board must be taken into account, insofar as applicable. This will also be applicable when two or more CMACs merge, or when one or more CMACs adopt corporate reorganization schemes not provided for in the preceding item, in cases where there are one or more third-party shareholders.
When a CMAC has shareholding participation in another, the board of directors of the acquired CMAC is composed of seven (7) members, four (4) of which are appointed by the shareholder municipal council of the acquiring CMAC and the remaining three (3) are appointed by the Clergy (1), the Chamber of Commerce (1), and the Small Merchants and Producers (1) corresponding to the territorial scope of the acquired CMAC; unless a merger of both CMACs is carried out, in which case what is provided in item 2 of this Article applies.
When one or more third-party shareholders acquire subscribed shares with voting rights of the CMAC, the board of directors is composed of a maximum of nine (9) members, as follows:

a. When third-party shareholders acquire in total at least 7.5% of the subscribed shares with voting rights of the CMAC, the third-party shareholders appoint one (1) representative.

b. When third-party shareholders acquire in total at least 15% of the subscribed shares with voting rights of the CMAC, the third-party shareholders appoint two (2) representatives.

c. When third-party shareholders acquire in total at least 30% of the subscribed shares with voting rights of the CMAC, the third-party shareholders appoint three (3) representatives, in which case COFIDE loses its right to choose a representative. If the third-party shareholder acquires said percentage, when the scenario indicated in the preceding item 4 has previously been configured, it is the small merchants and producers who lose their right to choose a representative.

d. When third-party shareholders acquire in total at least 40% of the subscribed shares with voting rights of the CMAC, the third-party shareholders appoint four (4) representatives, in which case COFIDE and the small merchants and producers lose their right to choose a representative. If the third-party shareholder acquires said percentage, when the scenario indicated in the preceding item 4 has previously been configured, it is the small merchants and producers, and the clergy who lose their right to choose a representative.

Article 3-A.- ALTERNATE DIRECTORS 8

3.1 Appointing entities may appoint, at any time, an alternate director to temporarily replace their representative on the Board of a CMAC.

3.2 The alternate director replaces the titular director definitively when a vacancy occurs and for the period remaining for the titular to complete, except as stipulated in Article 89 of the General Law.

3.3 If the alternate director replaces the titular director definitively in Board sessions and/or in the required committee sessions, they may receive a maximum of three (3) daily allowances per month.

3.4 In the event of the absence of the titular director in Board sessions and/or in the required committee sessions, the alternate director may replace them with voice and vote and receive allowances for their participation. The titular and alternate directors may not participate jointly in Board sessions and/or in the required committee sessions; nor may they receive, jointly, more than three (3) daily allowances per month for their participation in the sessions and/or required committees.

3.5 The procedure for the election of the alternate director is governed by the same provisions established for the election of the titular director in this norm.

Article 4.- THIRD-PARTY SHAREHOLDERS WITH MAJORITY 9

4.1. In accordance with what is established in Article 10-B of the Special Law, the procedure for the election of directors, when third-party shareholders acquire more than 50% of the total of subscribed shares with voting rights of the CMAC, is governed by what is provided in the General Law, as well as by the General Companies Law, ceasing to apply the Special Law and this Regulation.

4.2 The aforementioned regime remains in effect even if the shareholding participation of third-party shareholders with voting rights may subsequently decrease below 50% of the total shares, given the successive changes in social capital that may be made.

Article 5°.- REQUIREMENTS TO BE A DIRECTOR

In application of what is provided by Article 81° of the General Law, the members of the Board of Directors of a CMAC must meet the technical and moral suitability requirements that qualify them to perform the position adequately, and must not be subject to the impediments provided for in said Law and in this Regulation, aspects that will be subject to supervision by this Superintendent, with the pronouncements of this control entity regarding these being binding for CMACs and for the persons, bodies, and entities involved in the appointment and nomination process.

Regarding the impediments and requirements of technical and moral suitability, the following must be considered:

8 Article replaced by SBS Resolution No. 1993-2020 of August 12, 2020.
9 Article modified by SBS Resolution No. 1324-2018 of April 5, 2018.

a) The requirements and impediments indicated in Article 81° of the General Law, the General Companies Law, and the corporate bylaws of the entity.

b) Not having negative management records nor having been administratively or criminally sanctioned for it, not having committed other acts implying dishonesty or fraudulent conduct that puts public trust at risk or other acts that signify a lack of moral suitability.

c) Demonstrating technical suitability, alternatively accrediting: 10

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

Technical Knowledge	Experience
Position	Size of the company

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

Experience | Position | Size of the company | Time in position --- | --- | --- | --- Executive, managerial level, or key officials | Financial system companies or in companies or institutions linked to said system. | Greater than 3 years in the last 12 years | Officials who lead organizational units that are up to the second level of reporting to the General Management | Financial system companies, or entities linked to said system, that have a rating granted by an external classifier equal to or higher than B and record annual financial or ordinary activity sales or income, as applicable, superior to S/ 100 million. | | Alternatively, financial system companies, or entities linked to said system, that record annual financial or ordinary activity sales or income superior to S/ 800 million. | Officials who lead organizational units that are up to the third level of reporting to the General Management | Financial system companies, or entities linked to said system, that have a rating granted by an external classifier equal to or higher than B and record annual financial or ordinary activity sales or income, as applicable, superior to S/ 500 million. | | Alternatively, financial system companies, or entities linked to said system, that record annual financial or ordinary activity sales or income superior to S/ 800 million. |

The levels of annual sales or income of the companies or institutions required for the determination of compliance with technical suitability requirements must be met during the years in which the candidate accredits their experience. Years of experience registered simultaneously in more than one company are not cumulative.

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. 11

Article 6°.- IMPEDIMENTS TO BE A DIRECTOR

No person who does not accredit compliance with the requirements established in Article 5° of this Regulation and/or who is subject to the impediments indicated in said article, as well as those provided for in this article, may assume the position of director of a CMAC.

In accordance with what is provided in the Organic Law of Municipalities - Law No. 27972, councilors cannot be members of the Board of Directors of CMACs. Likewise, according to what is established in the General Law, Mayors are impeded from being member directors of CMACs.

The prohibition established in Article 9 of the Special Law, regarding that in no case can directors exercise a position of an executive nature in the CMAC, does not extend to the responsibilities that may correspond to them by virtue of the regulations issued by this Superintendent, referred to Integral Risk Management and other complementary and linked norms. 12

The requirements and impediments will be subject to supervision by this Superintendent, with the pronouncements of this control entity regarding these being binding for CMACs and for the persons, bodies, and entities involved in the appointment and nomination process.

10 Item modified by SBS Resolution No. 4512-2025 of December 30, 2025.
11 Item incorporated by SBS Resolution No. 4512-2025 of December 30, 2025.
12 Paragraph replaced by SBS Resolution No. 03948-2022 of December 23, 2022.

Article 7.- DURATION OF THE DIRECTOR'S OFFICE 13

7.1 The duration of the director's term is three (3) years as established in Article 11 of the Special Law. Board members may be reelected to their positions. The Board President is elected for one (1) year and may be reelected only for two (2) consecutive annual terms.

7.2 The term is calculated from the day following the adoption of the nomination agreement by the Municipal Council or General Shareholders' Meeting, as applicable, or from the day following the expiration of the maximum period of fifteen (15) business days after receipt of the communication from the Joint Management referring to section 10.2.2, or from twenty-five (25) business days after receipt of the communication from the Joint Management referring to section 10.2.5 of Article 10 of this Regulation, without the nomination having been formalized, as applicable. Once the aforementioned periods have elapsed, it shall be understood that the director performs their functions in their office and is authorized to attend board sessions.

7.3 In the event of a vacancy in 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 vacated director and will occupy the director's position for the remaining time until the end of the term, unless the Statutes provide otherwise, and may be reelected. The designation must be made within fifteen (15) business days of the occurrence of the vacancy.

7.4 The duration of the director's position in a Savings and Credit Municipal Bank (CMAC) is independent of changes in authorities or legal representatives that occur in the designating entities.

Article 8.- RESPONSIBILITY OF THE DESIGNATING ENTITIES 14

Each designating entity is responsible for ensuring the proper observance of the deadlines for the duration of the term of the Director they are required to designate, and in this regard, each of them must initiate the designation process of their representative with due advance notice prior 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.

Article 9.- DOCUMENTATION REQUIRED FROM THE DIRECTOR FOR THE PURPOSES OF THEIR DESIGNATION 15

For the purpose of accrediting their representative, the designating entity must gather and evaluate the following documentation:

a) The curriculum vitae, duly documented and signed by the candidate for director. Likewise, the necessary information to accredit experience in executive positions, managerial level, principal officials or officials, in all cases greater than three (3) years in the last twelve (12) years in companies or institutions indicated in the preceding Article 5; as well as financial statements prepared in accordance with the corresponding accounting standards, duly signed by a Certified Public Accountant, and published on the website of this Superintendency, if applicable; or the annual sworn declaration of Income Tax, in any of the cases of the exercises in which the candidate for director served in the position, to accredit annual sales or income, according to the requirements indicated in Article 5 of this Regulation.

b) Sworn declarations in accordance with Annexes II and III.

c) Likewise, the designating entity must request that the candidate for director present the respective Police Background Certificate, Judicial Background Certificate, and Criminal Background Certificate issued by the competent public entities, as well as the Negative Protest Certificate issued by the "National Registry of Protests and Delinquency" referred to in section 85.3 of Article 85 of Law No. 27287.

CHAPTER II
ON THE ELECTION OF DIRECTORS

Article 10.- PROCESS FOR THE ELECTION OF DIRECTORS 17

The process for the election or reelection of 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 designating entities, with a copy to this Superintendency, the upcoming expiration of the representation period of the directors, sixty (60) calendar days before its end, using the format indicated in Annex I.

10.1. DESIGNATION STAGE

This is the first stage of the election process for each of the members of the Board of Directors of the CMACs and consists of the act by which the authorized body of the designating entity simultaneously sends, via official communication with notarially certified signatures, to the Joint Management of the CMAC and a simple copy to this Superintendency, the name of the person on whom the responsibility of representing it in the Board of Directors of the CMAC has fallen. Likewise, the aforementioned authorized body of the designating entity simultaneously sends a simple copy of said communication, attaching the documentation indicated in Article 9 of this Regulation, as well as, if applicable, a notarially certified copy of the designation agreement showing the call and quorum, to the Internal Audit Unit of the CMAC, hereinafter the UAI, in order for it to issue the report referred to in section 10.2.1 of this Regulation.

The submission of the communication to the UAI without the documentation provided for in Article 9 will result in the UAI requiring the designating entity to remedy the omission within a period of two (2) business days, under penalty of being considered not presented, and the process must be restarted, under the responsibility of said designating entity.

Prior to the designation of directors, the bodies responsible for the designation must verify that the potential Director meets the requirements required to hold said position established in Article 5 of this Regulation and is not subject to any of the impediments established in current regulations, as well as have presented the documents indicated in Article 9 of this Regulation.

Each entity will designate its representative in accordance with its existing internal procedure for such effect.

10.1.1. Designation of the director representatives of the Majority 18

In the designation of the Majority representatives, only the Majority councilors participate and the process that results in the designation must be carried out in a separate act from the sessions of the Municipal Council. A copy of the Minutes of the designation must be sent attached to the communication referred to in the first paragraph of section 10.1. One individual vote is considered for each councilor.

10.1.2. Designation of the director representative of the Minority 19

In the designation of the Minority representative, only the Minority councilors participate and the process that results in such designation must be carried out in a separate act from the sessions of the Municipal Council. A copy of the Minutes of the designation must be sent attached to the communication referred to in the first paragraph of section 10.1. One individual vote is considered for each councilor.

In the event that the Minority is composed of more than one civil or political group, giving rise to the existence of several candidates for designation, and if after the vote among the members of the Minority there is a tie, the designation will be decided by lottery.

10.1.3. Designation of the director representatives of the institutions 20

The representatives of the Clergy, the Chamber of Commerce, and COFIDE are designated by each of these institutions, in accordance with their internal procedures.

10.1.4. Designation of the director representative of small merchants or producers 21

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.

10.1.5. Designation of the director representatives of other shareholders 22

Third-party shareholders who, according to what is stated in Article 3, have the right to designate directors, must carry out such designation in accordance with their internal rules and/or internal regulations and by the competent body for such purpose.

In the other cases identified in Article 3 where more than one municipal council participates, the designation of the representatives is carried out in accordance with what is established in said Article and in accordance with the procedure of the preceding sections of this Article that is applicable, depending on the type of designating entity involved.

In all cases, a certified copy of the minutes or the document accrediting the designation must be attached to the communication referred to in section 10.1 of this Article.

10.2. NOMINATION STAGE

This is the second stage of the election process for directors of a CMAC and consists of the act by which the designation of the directors of a CMAC is formalized or officialized. It begins with the receipt of the nomination request communication carried out by the Joint Management in accordance with section 10.2.2 of this Regulation.

10.2.1. Documentation verification report by the UAI of the CMAC 23

Within a maximum period of fifteen (15) business days after receiving the documentation established in section 10.1 of this Regulation, the UAI prepares and sends to the Joint Management an official verification report with notarially certified signatures that will take into account the following:

a) The proposed director must comply with what is provided in Articles 5, 9, and 10 (section 10.1) of this Regulation; and,

b) The person cannot be a director if they are subject to the impediments indicated in Article 6 of this Regulation.

Simultaneously, the UAI must send a documented copy of said report to this Superintendency.

The UAI is responsible for issuing the report in a timely manner, as well as for the evaluation and support of the observations it may make regarding the designated persons, which must necessarily be based on objective elements.

Within a period not exceeding fifteen (15) business days from the receipt of the aforementioned report, this Superintendency may rule on the evaluation carried out by the UAI, with said ruling having a binding character. In the event that the Superintendency 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. If the period granted to the Superintendency expires without it issuing a ruling, its conformity with the results of the report prepared by the UAI is presumed.

If the Superintendency grants its conformity, expressly or tacitly, on the designated director, the nomination proceeds in accordance with what is provided in sections 10.2.2 or 10.2.4 of Article 10 of this Regulation, as applicable.

Otherwise, the Joint Management of the CMAC must communicate such decision to the designating entity within a period of one (1) business day so that it proceeds to make the new designation, attaching the UAI report and/or the ruling of this Superintendency, as applicable. The designating entity cannot contradict the conclusions issued by the UAI and/or Superintendency, under responsibility.

The period of one (1) business day referred to in the previous paragraph is calculated from the next business day after receipt of the communication by the Superintendency or from the next business day after the expiration of the legal period that the Superintendency has to issue its ruling, as applicable.

10.2.2. Nomination of the director by the Municipal Council 24

Within a period of three (3) business days following the conformity of the designated director by this Superintendency, the Joint Management sends an official communication with notarially certified signatures of the nomination request to the Municipal Council, attaching the following documents:

a) Copy of the official communication with notarially certified signatures of the designator; and,

b) Copy of the official verification report provided for in section 10.2.1 of this Regulation with notarially certified signature of the UAI and/or the ruling of this Superintendency, as applicable.

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 Superintendency, and must proceed in accordance with it, under responsibility.

Within a period not exceeding three (3) business days after the nomination is made, the Municipal Council must send to the Joint Management a notarially certified copy of the Municipal 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 applicable, for immediate registration in the Public Registry. Such notarially certified copy constitutes sufficient title for its registration in the respective registry, requiring no additional documentation.

10.2.3. Presumption of formalization of the director's nomination

If the Municipal Council does not formalize the nomination within the period established in the second paragraph of section 10.2.2 of this Regulation, without prejudice to the administrative responsibility that may be applicable, 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 following documents will constitute sufficient title for registration:

a) Application for registration of the appointment of the director, in accordance with the format of Annex IV, with notarially certified signatures of the officials exercising the Joint Management;

b) Original of the official communication with notarially certified signatures of the designating entity;

c) Original of the official communication with notarially certified signatures of the nomination request sent by the Joint Management to the Municipal Council, in which it is appreciated that the aforementioned fifteen (15) business days have elapsed; and

d) Original of the official verification report provided for in section 10.2.1 of this Regulation with notarially certified signature of the UAI.

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

The Joint Management is obliged to keep notarially certified copies of the aforementioned documents sent to the Public Registries.

10.2.4 Nomination of the director of a CMAC with participation of third-party shareholders 25

Within a period of three (3) business days following the conformity of the designated director by this Superintendency, the Joint Management sends an official communication to the board with the purpose of convening a General Shareholders' Meeting and proceeding with the nomination, attaching the following documents:

a) Copy of the official communication with notarially certified signatures of the designator; and

b) Copy of the official verification report provided for in section 10.2.1 of this Regulation with notarially certified signature of the UAI and/or the ruling of this Superintendency, as applicable.

The board, 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 held in accordance with the deadlines and formalities indicated in the General Companies Law. The General Shareholders' Meeting cannot contradict the conformity 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 is made by the General Shareholders' Meeting, a notarially certified copy of the General Shareholders' Meeting session minutes containing the agreement in which the nomination of the representative of the designating entity is formalized must be sent to the CMAC for immediate registration in the Public Registry. Such 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 26

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 described in the first paragraph of section 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 section 10.2.3 of this Regulation will constitute sufficient title for registration, with the exception of letter c).

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

The Joint Management is obliged to keep notarially certified copies of the aforementioned documents sent to the Public Registries.

Article 11.- GENERAL SHAREHOLDERS' MEETING AGREEMENT 27

11.1 As long as there are no third-party shareholders with voting rights, the General Shareholders' Meeting is composed of the Municipal Council, taking into account the following:

a) The calls to the sessions of the Municipal Council, the minutes of said sessions, and the agreements in which the nomination of the representatives before the Board of Directors of the CMAC is recorded and carried out, must comply with the formalities established in the Organic Law of Municipalities and in what corresponds in the Single Text of the General Administrative Procedure Law – Law No. 27444 and its amendments.

b) The sessions of the Municipal Council related to topics of the CMAC of which it is a shareholder must be held in a reserved manner, in accordance with what is established in Article 8-A of the Special Law.

11.2 In the event that there are third-party shareholders with voting rights, in the case of the merger of two or more CMACs, or a CMAC acquires participation in another CMAC, the General Shareholders' Meeting is composed of shareholders with voting rights, taking into account the following:

a) Each shareholder, including the Municipal Council, must designate one (1) representative for their participation in the sessions of the General Shareholders' Meeting, whose voting will be based on shareholding participation.

b) The calls to the sessions of the General Shareholders' Meeting, the minutes of said sessions, and the agreements in which the nomination of the representatives before the Board of Directors of the CMAC is recorded and carried out, must comply with the formalities established in the General Companies Law.

Article 12.- COMMUNICATION TO THE SUPERINTENDENCY AFTER THE NOMINATION

Within a period not exceeding one (1) business day after receiving the notarially certified copy of the Session Minutes of the Council containing the Nomination Agreement of the director referred to in section 10.2.2 or after requesting the registration of the director's nomination in the corresponding Public Registry referred to in section 10.2.3, the Joint Management must communicate the nomination to this Superintendency attaching the corresponding supporting documentation and Annexes II and III of this Regulation; without prejudice to the adequate and timely fulfillment of the entry of the curriculum vitae information in the REDIR software.

Article 13.- VACANCY OF THE POSITION OF DIRECTOR REPRESENTATIVE OF A CMAC 28

13 Article modified by Resolution SBS No. 4512-2025 of December 30, 2025.
14 Article modified by Resolution SBS No. 4512-2025 of December 30, 2025.
15 Article replaced by Resolution SBS No. 1993-2020 of August 12, 2020.
16 Literal replaced by Resolution SBS No. 00949-2022 of March 24, 2022. Subsequently, literal replaced by Resolution SBS No. 03948-2022 of December 23, 2022.
17 Article modified by Resolution SBS No. 4512-2025 of December 30, 2025.
18 Section replaced by Resolution SBS No. 1993-2020 of August 12, 2020.
19 Section replaced by Resolution SBS No. 1993-2020 of August 12, 2020.
20 Section replaced by Resolution SBS No. 1993-2020 of August 12, 2020.
21 Section modified by Resolution SBS No. 4512-2025 of December 30, 2025.
22 Section incorporated by Resolution SBS No. 1324-2018 of April 05, 2018.
23 Section modified by Resolution SBS No. 4512-2025 of December 30, 2025.
24 Section modified by Resolution SBS No. 4512-2025 of December 30, 2025.
25 Section incorporated by Resolution SBS No. 4512-2025 of December 30, 2025.
26 Section incorporated by Resolution SBS No. 4512-2025 of December 30, 2025.
27 Article modified by Resolution SBS No. 1324-2018 of April 05, 2018. Subsequently, article replaced by Resolution SBS No. 03948-2022 of December 23, 2022.
28 Article modified by Resolution SBS No. 4512-2025 of December 30, 2025.

The vacancy of the position of director of a CMAC occurs due to death, resignation, removal by the appointing entity, or due to 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 POSITION OF DIRECTOR DUE TO DEATH, RESIGNATION OR REVOCATION 29

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 director's death to the Joint Management of the CMAC, attaching a certified copy of the death certificate or death record of the director, and appoint their new representative in accordance with the provisions of this Regulation.

The resignation of a director must be made before the entity that appointed them via official communication with notarially certified signature, and communicated simultaneously to the Municipal Council, the Board of Directors of the CMAC, and this Superintendency. 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 learning of the resignation, must communicate the director's resignation to the Joint Management of the CMAC, attaching the original of the director's resignation letter with a notarially certified signature presented before the appointing entity, and appoint their new representative in accordance with the provisions of this Regulation.

The removal of directors by the appointing entity must be communicated, simultaneously, and within a period no greater than one (1) business day from the adoption of the decision, to the Joint Management of the CMAC, the Superintendency, and the director in question. For these purposes, the following must be considered:

When the removed director has an alternate director, the removal takes effect from the next business day after 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 the position until the appointment of a new representative. 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 after receipt of the communication by the Superintendency.

Article 15.- DETERMINATION OF THE EXISTENCE OF ORIGINAL AND/OR SUBSEQUENT IMPEDIMENTS

In the event that it is detected that a director is allegedly subject to one or more original and/or subsequent impediments indicated in Articles 5 and 6 of this Regulation, it is required that the Board of Directors communicate such situation to the affected director, granting them a peremptory period that shall not exceed three (3) business days to submit their defense. After the aforementioned period has expired, the Board of Directors must forward all actions taken to the Internal Audit Unit (UAI) for its corresponding evaluation.

Within a maximum period of fifteen (15) business days of having received the documentation established in the previous paragraph, the UAI will prepare an official evaluation report on the director's alleged impediments, which must be forwarded as follows:
a) Documented copy of the official verification report on the director's alleged impediments to the Board of Directors of the CMAC, the appointing entity, and this Superintendency, simultaneously; b) Original of the official verification report on the director's alleged impediments with notarially certified signatures to the Joint Management.

In the event that the UAI determines the existence of any impediment, the Board of Directors, within a maximum period of five (5) business days of becoming aware of the existence of the impediment, must inform the implicated director of the suspension of their functions from the date of transmission of the aforementioned communication from the UAI to the Board of Directors.

Upon receiving the aforementioned information, the appointing entity, within a maximum period of five (5) business days, must carry out the removal of the affected director. The removal must be communicated to the Joint Management, the Board of Directors, the Municipal Council, and this Superintendency, via simple copies of the referred communication. The appointing entity cannot contradict the conclusions contained in the UAI report, and must proceed in accordance with them, under responsibility.

The appointing entity must, if possible, forward the new appointment together with the removal, or in any case, its right to proceed with the new appointment is expedited, which must comply with the formalities and requirements specified in this Regulation, and be carried out within fifteen (15) business days of the removal occurring.

The pronouncement that this Superintendency may formulate within the framework of a procedure for the removal of a director for incurring an original or subsequent impediment is binding for the CMAC and the persons, bodies, and entities involved in said process.

Article 15-A.- VACANCY DUE TO THE CAUSES INDICATED IN ARTICLE 89 OF THE GENERAL LAW 30

In the event that it is detected that a director is allegedly subject to some of the vacancy causes indicated in Article 89 of the General Law, it is required that the Board of Directors communicate such situation to the affected director with a copy to the UAI, granting them a peremptory period that shall not exceed three (3) business days to submit their defense. After the aforementioned period has expired, the Board of Directors must forward all actions taken to the UAI for its corresponding evaluation.

Within a maximum period of seven (7) business days of having received the documentation established in the previous paragraph, the UAI will prepare an evaluation report on the director's alleged vacancy causes, which must be forwarded as follows:
a) Documented copy of the verification report on the director's alleged vacancy causes to the Board of Directors of the CMAC, the appointing entity, and this Superintendency, simultaneously; b) Original of the official verification report on the director's alleged vacancy causes with notarially certified signatures to the Joint Management.

In the event that the UAI determines the existence of any vacancy cause, the Board of Directors, within a maximum period of five (5) business days of becoming aware of the existence of the cause, must inform the implicated director of the suspension of their functions from the date of transmission of the aforementioned communication from the UAI to the Board of Directors.

The pronouncement that this Superintendency may formulate within the framework of a procedure for the removal of a director for incurring a vacancy cause provided for in Article 89 of the General Law is binding for the CMAC and the persons, bodies, and entities involved in said process.

Article 16.- CONSEQUENCES OF THE VACANCY OF THE POSITION OF DIRECTOR 31

Within a maximum period of fifteen (15) business days after the removal becomes effective, as indicated in Article 14, or upon receiving communication from the appointing entity informing the death or resignation of a director, or in the event that vacancy occurs due to the causes indicated in Article 89 of the General Law, in accordance with what is established in Articles 14, 15, and 15-A of this Regulation, the Joint Management will request the registration of the respective director's vacancy in the Public Records, attaching, as appropriate, the following documentation:

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

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

Article 17.- CONTINUATION IN THE POSITION OF DIRECTOR 32

The director whose mandate has ended or who has been removed must remain in the position 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 vacancy cause provided for in Article 89 of the General Law, in which case the procedure will be in accordance with Article 15 or 15-A of this Regulation, respectively.

FINAL PROVISIONS

FIRST.- This regulation governs from the election of the new directors of the CMAC.

SECOND.- In all matters not regulated by this Regulation, the norms on the matter will apply, provided they do not oppose.

THIRD.- Repeal the Regulation on the Conversion to Joint Stock Companies and Share Participation of the Savings and Credit Municipal Caisses, approved by Resolution SBS No. 410-97 dated 06.06.07 and its amendments, except for Sub-Chapter II Shareholders of Chapter II Share Participation.

FOURTH.- In the event of non-compliance with the provisions contained in this Regulation, this Superintendency will apply the corresponding sanctions in accordance with what is established in the current Sanctions Regulation.

FIFTH.
33 Any reference to the Municipal Council made in this Regulation and linked to the process of nominating directors in the CMACs, as well as to Articles 14, 15, and 15-A, must be understood as the General Shareholders' Meeting in the event that the CMAC has third-party shareholders with voting rights that do not exceed more than 50% of the total shares, in the event of a merger of two or more CMACs or in the event that a CMAC acquires participation in another CMAC, in accordance with what is established in Articles 8A and 8B of the Special Law.

SIXTH.
34 Resolution SBS No. 1324-2018 governs the election of CMAC directors, whether new or ratified, that occurs from its entry into force.
Directors elected before the entry into force of Law No. 30607 maintain the duration period of their term established at the time of their election, while the election of directors from the entry into force of Law No. 30607 will have a duration period of three years.

ANNEX I
PREVIOUS COMMUNICATION BEFORE THE EXPIRATION OF THE DIRECTOR'S POSITION

Sir

Legal Representative of the appointing entity

We have the pleasure of addressing you to manifest to you that the validity period in the position of Director of Mr. _________ representative of (name of the appointing entity) before the Savings and Credit Municipal Caisse of ______________ (CMAC), expires on ________ (dd/mm/yyyy), in accordance with what is established in Article 11 of the Special Law governing the System of Savings and Credit Municipal Caisses.

Regarding this matter, in concordance with what is provided in the Special Law and the current Regulation for the Election of Representatives to the Board of Directors of the Savings and Credit Municipal Caisses, each appointing entity is responsible for ensuring due observance of the duration periods of the validity period of the director they represent, which in this case corresponds to designating and/or ratifying every 3 years. 35

In this sense, it corresponds to your represented entity to communicate before the ______ 36 (dd/mm/yyyy) the ratification of their representative for a new period or the designation of a new representative, in accordance with the procedures established to carry out such designation; and guaranteeing the adequate composition of the Board of Directors of the CMAC through a representative who meets the requirements of technical and moral suitability, and who presents no impediments, based on the criteria established in the current regulatory framework.

Sincerely,

Joint Management CMAC
With Copy to the respective Municipal Council

ANNEX II
SWORN DECLARATION TO ASSUME THE POSITION OF DIRECTOR

Let it be known by this document, the sworn declaration that I, _____________________ with (Official Identity Document No.) _________, of nationality _____________ marital status _____________ of profession _____________ domiciled in ____________________________ and that I formulate for the purposes that correspond, in my capacity as ____________ of the CMAC __________________, in the following terms:

I declare that I am not included in the impediments provided for in Articles 5 and 6 of the "Regulation for the Election of Representatives to the Board of Directors of the Savings and Credit Municipal Caisses" in force, which I have read and understood its scope, and that I have fulfilled all my tax obligations for the period not subject to prescription.
I declare having full knowledge of the Special Law, General Law related to the position of Director, as well as of the "Regulation for the Election of Representatives to the Board of Directors of the Savings and Credit Municipal Caisses" in force.
I declare being directly or indirectly, holder, partner or shareholder or exercising other positions regarding the following societies, simultaneously with the exercise of my function as Director:

I declare that the information contained in this Sworn Declaration is true and that in the event that fraud and falsity are detected in this, I will be subject to the administrative sanctions established in the current legislation on the matter, without prejudice to the personal and/or criminal responsibility that corresponds to me for such infringement.

(Place), _____ of _______________ of ______

Signature

ANNEX III
WEALTH SWORN DECLARATION

Let it be known by this document, the sworn declaration that I, _____________________ of nationality _____________ marital status _____________ of profession _____________ domiciled in ____________________________ and that I formulate for the pertinent purposes, in accordance with the General Law of the Financial System and the Insurance System and Organic Law of the Superintendency of Banking and Insurance, approved by Law No. 26702, hereinafter the General Law in my capacity as _____________________________ _____ of the company . _______________________________, in the following terms:

1.- I declare that my wealth is constituted by: (Indicate, in each case, if pertinent, the existence of any type of encumbrance or if they are subject to any limitation for free availability)
1.1. Real Estate:

1.2. Movable Property:
a) Vehicles
___________________________________________________________________________ b) Shares ___________________________________________________________________________ c) Deposits in companies of the Financial System:

1.3 Other assets and claims

1.4 Direct and indirect obligations in the financial system or with other natural or legal persons (Detail)

2.- I declare that as of today I do not have overdue credits for more than (120) one hundred and twenty days or that have entered judicial collection, nor with companies of the financial system nor with persons unrelated to it. I also declare that I do not have overdue tax debts.

3.- I declare that I attach the following documentation, if applicable:
a. Independent person: Sworn declaration from SUNAT and of its companies, if any, as well as registry certificate and financial statements of the last two years of these. b. Dependent person: A letter of presentation from the employer and proof of income.
c. Non-resident person: Document from the corresponding tax authority on the fulfillment of tax obligations.

4.- I declare that the information contained in this Sworn Declaration is true and that in the event that fraud and falsity are detected in this, I will be subject to the administrative sanctions established in the current legislation on the matter, without prejudice to the personal and/or criminal responsibility that corresponds to me for such infringement.

(Place), _____ of _______________ of ______

Signature

ANNEX IV
Request by the Joint Management of a CMAC for registration of director appointment

Sir Registrar of the Registry of Legal Persons:

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

Since it conforms to the interests of the Savings and Credit Municipal Caisse and in compliance with what is provided in numeral 10.2.3 of Article 10 of the Regulation for the Election of Representatives to the Board of Directors of the Savings and Credit Municipal Caisses, approved by Resolution SBS No. 5788-2015 38 and its modifying norms, we request the registration of the appointment of the following directors 39:

Full Name of the designated director
DNI / CE Name of the Appointing Entity

1. 1.

Lima, _____ of _______________ of the _________

38 The request for registration of the director by the Joint Management of a Savings and Credit Municipal Caisse must attach the following documents:
a) Original of the official communication with notarially certified signatures of the appointing entity; b) Original of the official communication with notarially certified signatures of the nomination request sent by the Joint Management to the Municipal Council, in which it is appreciated that the fifteen (15) business days required for the nomination in the SBS regulations have elapsed; and, c) Original of the official verification report provided for in numeral 10.2.1 of this Regulation with a notarially certified signature of the Internal Audit Unit (UAI).

39 Paragraph replaced by Resolution SBS No. 03948-2022 of December 23, 2022.

Signatures 40

ANNEX V 41

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

Mr. Registrar of the Registry of Legal Persons:

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

For the convenience of the interests of the Savings and Credit Municipal Box and in compliance with what is provided for in Article 16 of the Regulation for the Election of Representatives to the Board of Directors of the Savings and Credit Municipal Boxes, approved by Resolution SBS No. 5788-2015 42 and its amendments, we request the registration of the vacancy of the following directors:

Full Name of the Director DNI / CE Cause of Vacancy

40 The request must be signed by the officials exercising the Joint Management, as provided for in its statute.
41 Annex modified by Resolution SBS No. 4512-2025 of December 30, 2025.
42 The request must attach the following documents, as applicable:
a) In the event of the director's death, a certified copy of the director's death certificate or birth/death record; b) In the event of resignation; the original of the director's resignation letter with notarially certified signature presented to the appointing entity; c) In the event of removal by the appointing entity, the original of the official communication with notarially certified signatures of the director's removal presented by the appointing entity; d) In the event of removal due to original and/or surviving impediments, the original of the official report of verification of the alleged impediments of the Director provided for in Article 15 of this Regulation with notarially certified signature of the Internal Audit Unit (UAI); and, e) In the event of vacancy due to the causes indicated in Article 89 of the General Law, the original of the official report of verification of the alleged causes of vacancy of the Director provided for in Article 15-A of this Regulation with notarially certified signature of the Internal Audit Unit (UAI).

1. Death
  Resignation

Removal
( )
( )
( )
2. 2. Death
Resignation

Removal
( )
( )
( )

Lima, _____ of _______________ of the _________

Signatures 43

Second Article.- Include as numeral 25) in the Light Infractions of Annex 2, referred to Specific Infractions of the Financial System and of Complementary and Related Service Companies of the Sanctions Regulation approved by Resolution SBS No. 816-2005 and its modifying norms, the following:

“ANNEX 2
SPECIFIC INFRACTIONS OF THE FINANCIAL SYSTEM AND OF COMPLEMENTARY AND RELATED SERVICE COMPANIES (…)
II. LIGHT INFRACTIONS
25) Failure to comply with regulations regarding the election of directors contained in the General Law,
special laws of the municipal boxes and regulatory norms issued by this Superintendence.”
(…)

Third Article.- This Resolution enters into force on the day following its publication in the Official Gazette El Peruano, from which date the Regulation for the Election of Representatives to the Board of Directors of the Savings and Credit Municipal Boxes, approved by Resolution SBS No. 18070-2010 and its amendments, is repealed. The procedures for the designation, nomination, and vacancy of directors modified by this norm are applicable to designations, nominations, and vacancies that take place after its entry into force.

43 The request must be signed by the officials exercising the Joint Management, as provided for in its statute.

For the case of procedures in progress, the requirements in force at the time of the designation may be applied.

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

Resolution SBS No. 5788-2015: Approving the Regulation for the Election of Representatives to the Board of Directors of Municipal Savings and Credit Banks

Lineage: Amended

Timeline