SBS Resolution No. 1171-2021: Amending the Statute of the Cooperative Deposit Insurance Fund, approved by SBS Resolution No. 158-2020

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

Lima, April 20, 2021

S.B.S. Resolution
No. 1171-2021

The Superintendent of Banking, Insurance and
Private Pension Fund Administrators

WHEREAS:

The request submitted by the Cooperative Deposit Insurance Fund, through Official Letters No. 021-2020-FSDC of 08.14.2020, No. 030-2020-FSDC of 12.22.2020 and No. 012-2021/FSDC of 03.30.2021, for authorization of the partial amendment of its statute; and;

CONSIDERING:

That, by virtue of the provisions of subsection 8 of the Twenty-Fourth Final and Complementary Provision of the General Law of the Financial System and the Insurance System and Organic Law of the Superintendency of Banking and Insurance, Law No. 26702 (General Law), the Cooperative Deposit Insurance Fund (FSDC) was constituted, exclusively for savings and credit cooperatives not authorized to raise funds from the public (COOPAC) and as a legal entity under private law of a nature distinct from the Deposit Insurance Fund;

That, by SBS Resolution No. 158-2020, and in accordance with the provisions of numeral 6 of subsection 8 of the Twenty-Fourth Final and Complementary Provision of the General Law, the Superintendency of Banking, Insurance and Private Pension Fund Administrators approved the Statute of the FSDC;

That, through an out-of-session agreement of 08.03.2020, the Board of Directors of the FSDC unanimously agreed to amend articles 19, 20 and 30 of said statute, in order to make possible the holding of non-in-person sessions of that Board and, on the other hand, to expressly establish the competence of this Superintendency in the appointment of the Technical Secretary of the FSDC;

That, in session No. 08-2020/FSDC of 12.17.2020, the Board of Directors of the FSDC unanimously agreed to amend articles 8, 9, 10, 12 and 13 of said statute;

That, additionally, through session No. 03-2021/FSDC of 03.18.2021, the Board of Directors of the FSDC agreed to set aside the amendment of article 13 of the statute approved in session No. 08-2020/FSDC, proposing a new text for the aforementioned article;

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

That, article 27 of the Statute of the FSDC establishes that amendments to the statute shall be registered in the Public Registries by the sole merit of the approving Resolution issued by the Superintendency;

With the approval of the Deputy Superintendency of Cooperatives, and the Deputy Superintendency of Legal Advisory; and,

In accordance with the provisions of the Twenty-Fourth Final and Complementary Provision of the General Law;

IT IS RESOLVED:

SOLE ARTICLE.- To amend articles 8, 9, 10, 12, 13, 19, 20 and 30 of the statute of the Cooperative Deposit Insurance Fund, approved by SBS Resolution No. 158-2020, in accordance with the following:

1. Amend the text of article 8 as follows:

"Article 8.- Sessions and functions of the Assembly of Member COOPACs

The Assembly of members may be held in person or non-in-person. In the latter case, any electronic or other means may be used for its holding, provided that it allows communication, respects the right to information, allows the participation of its members and guarantees the authenticity of the agreements adopted.

The Assembly of members is competent exclusively to elect and remove the representatives of the member COOPACs before the Board of Directors.

The COOPACs elect two (2) principal representatives and (2) alternate representatives before the Board of Directors."

2. Amend the text of article 9 as follows:

"Article 9.- Convening

The Assembly of members is convened by the National Federation of Savings and Credit Cooperatives of Peru (FENACREP), through its General Manager, on the initiative of the Board of Directors or at the request of twenty percent (20%) of the members of the FSDC.

The convening may be signed manually or by means of digital signatures, and shall be made by notice in a newspaper of national circulation or by any other adequate physical or electronic means provided that there is evidence thereof.

The member COOPACs must designate a person to represent them at the Assembly of member COOPACs. This person may be a director or officer of the COOPAC."

3. Amend the text of article 10 as follows:

"Article 10.- Quorum of the Assembly

The quorum is computed and established at the beginning of the Assembly of member COOPACs. On first call, the quorum of the Assembly of member COOPACs, whether in person or non-in-person, is at least 50% of the member COOPACs of the FSDC; and, on second call, by

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

any number of members. Once the quorum is verified, the president of the Assembly declares the assembly installed."

4. Amend the text of article 12 as follows:

"Article 12.- Chairmanship and Secretariat of the Assembly

The Chairmanship and Secretariat of the Assembly shall be in charge of the persons designated by relative majority by the members attending the Assembly."

5. Amend the text of article 13 as follows:

"Article 13.- Content and Approval of the Minutes

The agreements adopted in the assemblies of member COOPACs are recorded in a Book of Minutes duly legalized by a Public Notary. The minutes are approved at the same assembly, must contain evidence of their approval and be signed by at least the President of the Assembly, the Secretary of the Assembly and a member designated for this purpose by the Assembly.

The minutes of the Assembly of members, held in a non-in-person manner, must contain evidence of the body that met, the date, the start and end time of the session, the full name of those who acted as president and secretary, the number of participants, the agreements adopted with an indication of the direction of the respective votes and the means used for their holding; likewise, said minutes shall be signed by at least the President of the Assembly, the Secretary of the Assembly and a member designated for this purpose by the Assembly."

6. Incorporate as the second paragraph of article 19 the following:

"Article 19.- Sessions of the Board of Directors

(…)

"The Board of Directors may meet in a non-in-person manner, through written, electronic or other means that allow participation, communication, the exercise of voting and guarantee the authenticity of the agreements adopted. Any member of the Board of Directors may oppose the use of this procedure and demand the holding of an in-person session, provided that the disagreement is formulated 2 business days in advance of the date scheduled for the holding of the non-in-person session. The disagreement must be expressed in writing. For non-in-person sessions of the Board of Directors, the provisions of articles 21 and 23 of this Statute shall govern as to quorum and adoption of agreements."

7. Incorporate as the second paragraph of article 20 the following:

"Article 20.- Convening of the Board of Directors

(…)

In the case of non-in-person sessions, the convening shall be made by the President of the Board of Directors through simple communications addressed to the registered email addresses of the members, with acknowledgment of receipt."

8. Incorporate as the last paragraph of article 30 the following:

"Article 30.- Personnel, Assets and Services

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

(…)

The Superintendency of Banking, Insurance and Private Pension Fund Administrators appoints the Technical Secretary."

Register, communicate and transcribe this resolution to the Public Registries for its registration.

SOCORRO HEYSEN ZEGARRA
Superintendent of Banking, Insurance and AFP