Resolution SBS No. 949-2022: Amending the Regulation for the Election of Representatives to the Board of Directors of Savings and Credit Municipal Banks

Los Laureles Nº 214 - Lima 27 - Peru Tel. : (511)6309000 Lima, March 24, 2022

S.B.S. Resolution No. 00949 -2022

The Superintendent of Banks, Insurance, and Private Pension Fund Administrators

CONSIDERING:

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

That, in the context of the national emergency resulting from the COVID-19 outbreak, through Urgency Decree No. 037-2021 and its amendments, an Urgency Decree that establishes extraordinary complementary measures in economic and financial matters oriented toward the strengthening of the equity of institutions specialized in microfinance, the Program for the Strengthening of Equity of Institutions Specialized in Microfinance, hereinafter, the Program, was created, which consists of three subprograms;

That, the subprogram for the Strengthening of Municipal Banks is directed at facilitating the strengthening of the equity of these companies through the temporary participation of the State in the share capital, in the form of preferred shares;

That, through Ministerial Resolution No. 188-2021-EF/15 and its amendments, the Operating Regulation of the Program for the Strengthening of Equity of Institutions Specialized in Microfinance, hereinafter, the Operating Regulation, was approved;

That, Article 16 of the Operating Regulation establishes the composition of the Board of Directors of the Municipal Banks that participate in the aforementioned strengthening subprogram, indicating that when the participation of the Development Financial Corporation (COFIDE) on behalf of the State, as a consequence of the execution of the Program, reaches up to 50% of the subscribed shares with voting rights of the Municipal Bank, the composition for the election of representatives to the Board is subject to Article 3 of the SBS Regulation, indicating furthermore that for this effect COFIDE is considered as the third shareholder as established in the SBS Regulation; in this sense, given the participation of the Savings and Credit Municipal Banks in the Program, it will be necessary to have new directors according to the requirement of the Operating Regulation;

That, Article 5 of the SBS Regulation establishes the requirements to be a director of the Savings and Credit Municipal Banks, among which it is required, in terms of technical suitability, to demonstrate experience in certain positions and companies, for a period greater than 3 years within a time horizon of 8 years;

That, said temporal horizon of the last 8 years could be insufficient to demonstrate technical suitability, considering that due to the period elapsed since the beginning of the National State of Emergency, and given that there are still elements of uncertainty regarding the end of the pandemic, possible candidates for director with the required experience might not be working in the current emergency context, which would reduce the possibility of having director candidates in the Savings and Credit Municipal Banks;

That, it is necessary to make modifications in the SBS Regulation, in order to update the requirements to be a director in the Savings and Credit Municipal Banks considering the effects and consequences of the National State of Emergency due to the COVID-19 pandemic;

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

In exercise of the powers conferred by numerals 7, 9, and 19 of Article 349 of the General Law of the Financial System and of the Insurance System and Organic Law of the Superintendency of Banking and Insurance – Law No. 26702 and its modifying norms, and based on the exceptional conditions established in Article 14 of Supreme Decree No. 001-2009-JUS and its amendments;

RESOLVES:

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

1. Substitute literal c) of Article 5; and literal a) of Article 9 of the Regulation for the Election of Representatives to the Board of Directors of the Savings and Credit Municipal Banks, in the following terms:

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

1. Having obtained the degree of bachelor or professional title in economics, finance, engineering, accounting, law, or administration; if not the case, to demonstrate completed studies of master’s or doctorate in any of said professions. Likewise, they must have experience in managerial or directorial positions greater than three (3) years in the last twelve (12) years in companies or institutions with annual sales or revenues greater than 850 tax units (UIT); or,

2. To demonstrate having experience in managerial or directorial positions greater than three (3) years in the last twelve (12) years in companies of the financial system or in companies or institutions linked to said system.

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

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 demonstrate experience in managerial or directorial positions greater than three (3) years in the last twelve (12) years in companies or institutions; as well as the financial statements prepared in accordance with the General Business Accounting Plan approved by Resolution of the Accounting Normative Council Resolution No. 002-2019-EF/30, duly signed by a Collegiate Public Accountant, or the annual sworn declaration of the Income Tax, in any of the cases of the exercises in which the candidate for director held the position, to demonstrate annual sales or revenues greater than 850 tax units (UIT), according to the requirements indicated in Article 5. (…)”

Article Second.- This resolution enters into force from the day following its publication in the Official Gazette “El Peruano”.

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Maria del Socorro Heysen Zegarra Superintendent of Banks, Insurance, and AFP