Rule · SBS · 21 Feb 2018 · Resolución SBS 681-2018
The resolution replaces articles 2 to 9, 11, 18, the Sole Final Provision and the Sole Transitory Provision of the Regulation for the Computation of Reserves, Profits and Capital-Representative Instruments in the Effective Equity of Companies in the Financial System. It sets conditions for capital instruments to count in effective equity, including subordination, no return other than dividends, direct subscription and payment, loss absorbency on a going-concern basis, and approval by the general shareholders' meeting. Paid-in capital counts in level 1; perpetual cumulative preferred shares and fixed-term redeemable preferred shares count in level 2 or 3 subject to prior Superintendency approval, with annual discounts of 20% over five years and 50% over two years before maturity. Capital in process must be registered in public registries within 60 calendar days.
Lima, 21 February 2018
The Superintendent of Banking, Insurance and
Private Pension Fund Administrators:
That, the General Law of the Financial System and the Insurance System and Organic Law of the Superintendency of Banking and Insurance - Law No. 26702 and its amendments, hereinafter General Law, establishes in article 184° the composition of effective equity for companies in the financial system;
That, in accordance with the provisions of articles 184° and 233° of the General Law, amended by Legislative Decree No. 1028, capital-representative instruments may be considered in the calculation of level 1, level 2 and level 3 effective equity of companies in the financial system, according to their characteristics and the requirements established by this Superintendency;
That, by SBS Resolution No. 4595-2009 and its amending norm, the Regulation for the Computation of Reserves, Profits and Capital-Representative Instruments in the Effective Equity of Companies in the Financial System was approved, in which the characteristics that such instruments must meet to be considered in the calculation of level 1, level 2 or level 3 effective equity of companies in the financial system are established;
That, by SBS Resolution No. 895-98 and its amending and complementary norms, the Accounting Manual for Companies in the Financial System was approved, hereinafter Accounting Manual, which includes the presentation of supplementary information to the financial statements;
That, by SBS Resolution No. 11699-2008 and its amending norms, the Internal Audit Regulation was approved, which establishes minimum criteria required for its exercise in accordance with international standards;
That, in order to improve the quality of the effective equity of companies in the financial system and adapt the regulatory framework of the Superintendency to the recommendations of the Basel Committee on Banking Supervision, it is appropriate to amend the requirements that capital-representative instruments must meet to be considered in the calculation of effective equity;
That, it is necessary to amend Report 3 “Equity
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Effective”, Annex 12-I “Control of Capital-Representative Instruments” and Report No. 34 “Adjusted Effective Equity – Total Adjusted Risk-Weighted Assets and Contingents” of the Accounting Manual to adapt it to the aforementioned and establish requirements that capital in process and donations must meet to be computed in effective equity, as well as to eliminate from Report 34 the rows corresponding to subaccounts 380104 and 380205;
That, article 299° of the General Law establishes the composition of effective equity of insurance companies;
That, the Regulation of capital requirements of insurance and reinsurance companies, approved by SBS Resolution No. 1124-2006 and amending norms, establishes, among other aspects, the characteristics of the elements computable in the effective equity of insurance companies;
That, it is necessary to establish clarifications for the computation of capital in process and donations in the effective equity of insurance companies;
That, likewise, it is necessary to make clarifications in the Annex “Programmed Activities” of the Internal Audit Regulation;
That, in order to gather the opinions of the general public regarding the proposals to amend the regulations applicable to supervised companies, the prepublication of this norm was ordered under the provisions of the Thirty-Second Final and Complementary Provision of the General Law and Supreme Decree No. 001-2009-JUS;
With the approval of the Deputy Superintendencies of Banking and Microfinance, Insurance, Risks, Economic Studies and Legal Advice; and,
In use of the powers conferred in numerals 7, 9 and 13 of article 349° of the General Law;
Article One.- To replace numerals 8 and 9 of article 2, articles 3 to 9, article 11, article 18, as well as the Sole Final Provision and the Sole Transitory Provision of the Regulation for the Computation of Reserves, Profits and Capital-Representative Instruments in the Effective Equity of Companies in the Financial System, with the following:
“(…)
For purposes of the provisions of this regulation, consider the following definitions:
8. Agreement for capitalization of profits: Agreement of the competent body to capitalize all or part of the profits obtained in the last fiscal year or in previous fiscal years. The profits (of the last fiscal year or of previous fiscal years) are determined on the basis of Financial
Statements audited (with favorable opinion or without qualifications) and approved by the General Shareholders' Meeting or equivalent body.
9. Agreement for capitalization of future profits: Agreement of the competent body, by which it undertakes that all or part of the profits of the current fiscal year generated will be capitalized, once said current fiscal year ends. The aforementioned agreement may only be modified when it entails an increase in the amount of profits to be capitalized or when authorization from the Superintendency is granted. At the end of the current fiscal year and once the audited Financial Statements are approved (with favorable opinion or without qualifications), the aforementioned agreement, due to its irrevocable nature, must be ratified by an agreement for capitalization of the promised amount of the profits obtained, adopted by the competent body. The maximum period for ratification is 31 March of the year following the current fiscal year, unless the Superintendency grants an extension.
In order for capital instruments to be counted as part of the effective equity of the companies, they must meet the following conditions:
1. In the event of intervention, or dissolution and liquidation, they have a lower order of priority of payment than the company's creditors, taking into consideration the level of effective equity in which they are countable.
2. They are not subject to any agreement, whether contractual or otherwise, that legally or economically improves the priority in the event of intervention, or dissolution and liquidation of the company.
3. They do not grant the right to receive a return other than dividends.
4. Dividends may only be paid on the basis of profits obtained and taking into account the order of priority for the application of profits established in article 66 of the General Law.
5. They do not incorporate any agreement, whether contractual or otherwise, that obliges the distribution of dividends or an increase in the amount of payment in the event of a deterioration in the financial or credit situation of the issuer.
6. The amount of the instruments must be subscribed, duly paid and registered in public registries. Said amount forms part of the company's share capital.
7. The amount of the instruments must have been directly subscribed and paid in, and the company cannot, directly or indirectly (through third parties), have financed the purchase of the instruments.
8. They must not be acquired by the company itself, any legal entity or legal person controlled by it, any legal entity or legal person in which it maintains significant ownership in accordance with the provisions of the Regulation on the Acquisition of Ownership in the Share Capital of Supervised Companies and of Significant Owners approved by SBS Resolution No. 6420-2015, or over which it exercises significant influence in management in accordance with the provisions of the Special Rules on Related Parties and Economic Group approved by SBS Resolution No. 5780-2015.
9. The paid-in amount cannot be secured or covered by guarantees of the company itself, any legal entity or legal person controlled by it, any legal entity or legal person in which it maintains significant ownership in accordance with the provisions of the Regulation on the Acquisition of Ownership in the Share Capital of Supervised Companies and of Significant Owners approved by SBS Resolution No. 6420-2015, or over which it exercises significant influence in management in accordance with the provisions of the Special Rules on Related Parties and Economic Group approved by SBS Resolution No. 5780-
2015.
10. Be capable of absorbing losses while the company is a going concern and not only in the event of intervention or dissolution and liquidation, on a pro rata and pari passu basis, taking into consideration the level of effective equity in which they are countable.
11. They are issued only with the approval of the general shareholders' meeting of the issuing company, whether directly granted by it or, in accordance with numeral 2 of article 206 of the General Corporations Law, by delegation granted to the board of directors of the issuing company.
The counting of capital instruments in the different levels of effective equity shall be carried out in accordance with the provisions of the following articles.
For the purposes of the provisions of numeral 1 of literal A of article 184 of the General Law, only capital instruments that comply, in addition to the conditions set forth in the preceding article, with the following requirements shall be considered as paid-in capital, which counts in level 1 effective equity:
1. They are perpetual in nature. The paid-in amount shall not be returned, except in the event of dissolution and liquidation or other cases expressly authorized by law.
2. The company refrains from creating, on the occasion of the issuance, any expectation that the instrument will be subject to repurchase or redemption, and the legal or contractual terms do not provide for any clause that could give rise to such expectation.
3. They grant only the right to non-cumulative dividends.
4. The company may at all times, at its sole discretion, indefinitely suspend the declaration and payment of dividends other than dividends in shares of the company itself. Dividends other than dividends in shares of the company itself that have already been declared but have not been paid must be reversed.
5. The company shall not carry out the repurchase or redemption of the instruments unless: i) it replaces the instrument with another capital instrument that meets the characteristics to form part of level 1 effective equity, and said replacement is carried out under conditions that are sustainable considering the company's income-generating capacity; or, ii) it demonstrates that the overall limit and additional effective equity requirements are met after the reduction of share capital. In any case, it must have prior approval from the Superintendency.
In the event of surveillance, intervention, or dissolution and liquidation, dividends payable and the nominal value of the shares, in that order, on a pro rata and pari passu basis, without prejudice to the provisions of article 60 of the General Law, shall be applicable to absorb the company's losses. This must have been expressly contemplated in the documentation and information relating to the instrument necessary for decision-making by the shareholders.
The paid-in capital referred to in this article includes common shares and perpetual preferred shares with the right to non-cumulative dividends, subscribed and duly paid. The amount of the instruments must be registered in public registries.
Capital instruments that do not comply with the requirements indicated above may not be considered as paid-in capital and must be treated in accordance with the provisions of the following articles.
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Perpetual preferred shares with cumulative dividend rights shall be considered hybrid instruments eligible for inclusion in Tier 2 effective equity if, in addition to the requirements set forth in Article 3 of this regulation, they comply with the following:
1. They are perpetual in nature. The amount paid shall not be returned, except in the event of dissolution and liquidation or other cases expressly authorized by law.
2. The company refrains from creating, at the time of issuance, any expectation that the instrument will be subject to repurchase or redemption, and the legal or contractual terms do not contain any clause that could give rise to such expectation.
3. It grants the right to a cumulative dividend.
4. The company shall not repurchase or redeem the instruments unless: i) it replaces the instrument with another capital instrument that meets the characteristics to form part of Tier 2 hybrid effective equity or with another instrument that meets the characteristics to form part of a higher level of effective equity, and such replacement is carried out under conditions that are sustainable considering the company's income-generating capacity; or, ii) it demonstrates that the overall limit and additional effective equity requirements are met after the reduction of share capital. The reduction of share capital must have the prior approval of the Superintendency.
In the event of supervision, intervention, or dissolution and liquidation, dividends payable and the nominal value of the shares, in that order, pro rata and pari passu, without prejudice to the provisions of Article 60 of the General Law, shall be applicable to absorb the company's losses remaining after the instruments eligible for inclusion in Tier 1 effective equity have been applied. This must have been expressly contemplated in the documentation and information related to the instrument necessary for decision-making by the shareholders.
Fixed-term redeemable preferred shares may be considered in Tier 2 effective equity if, in addition to the requirements set forth in Article 3 of this Regulation, they comply with the following:
1. The agreed term to repurchase or redeem the instrument is greater than or equal to five (5) years counted from its subscription.
2. The company shall not repurchase or redeem the instruments unless: i) it replaces the fixed-term redeemable preferred share with another capital instrument that meets the characteristics to form part of Tier 2 effective equity or with another instrument that meets the characteristics to form part of a higher level of effective equity, and such replacement is carried out under conditions that are sustainable considering the company's income-generating capacity; or, ii) it demonstrates that the overall limit and additional effective equity requirements are met if the repurchase or redemption is carried out.
3. The company must have the prior approval of the Superintendency to carry out the repurchase or redemption of the instruments.
It should be noted that during the five (5) years prior to maturity, for purposes of its inclusion in Tier 2 effective equity, an annual discount factor of twenty percentage points (20%) shall be applied proportionally to the nominal amount of the share, such that in the final year it is not eligible for inclusion.
In the event of supervision, intervention, or dissolution and liquidation, dividends payable and the nominal value of the shares, in that order, pro rata and pari passu, without prejudice to the provisions of Article 60 of the General Law, shall be applicable to absorb the company's losses remaining after the instruments eligible for inclusion in Tier 1 effective equity and the hybrid capital and debt instruments eligible for inclusion in Tier 2 effective equity have been applied. This must have been expressly contemplated in the documentation and information related to the instrument necessary for decision-making by the shareholders.
Fixed-term redeemable preferred shares shall be considered in Tier 3 effective equity, which may only be used to support market risk, if, in addition to the requirements set forth in Article 3 of this Regulation, they comply with the following:
1. The agreed term to repurchase or redeem the instrument is greater than or equal to two (2) years counted from its subscription.
2. The company shall not repurchase or redeem the instruments unless: i) it replaces the fixed-term redeemable preferred share with another capital instrument that meets the characteristics to form part of Tier 3 effective equity or with another instrument that meets the characteristics to form part of a higher level of effective equity, and such replacement is carried out under conditions that are sustainable considering the company's income-generating capacity; or, ii) it demonstrates that the overall limit and additional effective equity requirements are met if the repurchase or redemption is carried out.
3. The company must have the prior approval of the Superintendency to carry out the repurchase or redemption of the instruments.
4. The recognition and payment of dividends other than dividends in shares of the company itself shall not proceed when the effective equity of the company is less than the minimum established in the first paragraph of article 199° and the Twenty-Fourth Transitory Provision of the General Law.
It should be noted that during the two (2) years prior to their maturity, for purposes of their computation in level 3 effective equity, an annual discount factor of fifty percentage points (50%) shall be applied proportionally to the nominal amount of the share, such that in the last year it is not computable.
In the event of supervision, intervention, or dissolution and liquidation, the dividends payable and the nominal value of the shares, in that order, pro rata and pari passu, without prejudice to the provisions of article 60° of the General Law, shall be applicable to absorb the losses of the company remaining after the instruments computable in level 1 effective equity, the hybrid instruments representing capital and debt computable in level 2 effective equity, and the non-hybrid instruments representing capital and debt computable in level 2 effective equity have been applied. This must have been expressly contemplated in the documentation and information related to the instrument necessary for decision-making by the shareholders.
When instruments representing capital have an original maturity equal to or greater than
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sixty (60) years, they shall be considered to comply with the perpetuity requirement referred to in numeral 1 of articles 4 and 5, provided that they have a residual term equal to or greater than twenty (20) years and, therefore, may be considered as hybrid instruments computable in level 1 or 2 effective equity, provided that they comply with the requirements set forth in articles 4 and 5 of the Regulation, respectively, and the limits contemplated in article 11 of the Regulation.
When the residual term is less than twenty (20) years, these instruments shall be considered non-hybrid instruments computable in level 2 or 3 effective equity, and the provisions of literals A or B of article 6 of the Regulation, respectively, shall apply to them.
Non-redeemable preferred shares with a fixed term may be computed in effective equity if they contemplate an option for repurchase or early redemption exercisable exclusively at the initiative of the issuer, subject to prior approval by the Superintendency, after a minimum term of five (5) years counted from their subscription.
Redeemable preferred shares with a fixed term may be computed in effective equity if they contemplate an option for repurchase or early redemption exercisable exclusively at the initiative of the issuer, subject to prior approval by the Superintendency, after a minimum term of five (5) years or two (2) years counted from their subscription, depending on whether they will be computable in level 2 or level 3 effective equity, respectively.
Early repurchases or redemptions due to changes in legislation, tax rules and other regulations or due to the occurrence of events beyond the control of the company are not subject to the 2 and 5 year terms mentioned in the preceding paragraphs, but prior approval from the Superintendency must be obtained.
In shares with an option for repurchase or early redemption, the earliest date for the exercise of the option shall be considered as maturity, except in the case where the option for repurchase or early redemption can only be executed at the initiative of the issuer and subject to prior approval by the Superintendency, in which case the originally agreed date shall be considered as the maturity of the share.
In the event that there are other instruments representing capital different from those contemplated in this regulation, the Superintendency shall determine their computation in effective equity, taking into account their characteristics of perpetuity, possibility of absorbing losses and flexibility in the declaration and/or payment of dividends.
The same criterion shall apply in the case of convertible shares.
(…)
Hybrid instruments that comply with the requirements to be computed as level 1 effective equity shall be considered in the effective equity of said level up to the limit contemplated in the last paragraph of literal A of article 184 of the General Law. The excess over said limit shall be considered as a hybrid instrument computable in level 2 effective equity.
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The redeemable preferred shares with a fixed term contemplated in literal A of article 6 of this Regulation, the redeemable subordinated debt computable in level 2 effective equity and the other instruments that receive the treatment of said subordinated debt, shall be considered in level 2 effective equity up to the limit contemplated in numeral 2 of article 185 of the General Law. The excess over said limit shall not be computed in the effective equity of the companies.
The redeemable preferred shares with a fixed term contemplated in literal B of article 6 of this Regulation, the redeemable subordinated debt computable in level 3 effective equity and the other instruments that receive the same treatment as said subordinated debt, shall be considered in level 3 effective equity up to the limit contemplated in numeral 3 of article 185 of the General Law. The excess over said limit shall not be computed in the effective equity of the companies.
Simultaneously, compliance with the limit established in numeral 1 of article 185 of the General Law must be taken into account. The excess over said limit shall not be computed in the effective equity of the companies.
(…)
Capital in process is computed in the effective equity. Capital in process corresponds to capital increases approved by the competent body, which has been paid and whose shares have been issued, but the capital increase is pending registration in the Public Registries. The term for registration in the Public Registries is sixty (60) calendar days counted from the approval of the capital increase by the aforementioned competent body. Upon expiration of the term without the registration in the public registries having been made, said capital in process shall not be computable in the effective equity.
The term referred to in the preceding paragraph may be extended by the Superintendency at the request of the company.
In order for shares issued after the entry into force of Resolution SBS N° 681-2018 to be considered as computable in the effective equity, mention must be made in the issuance agreements of such shares of compliance with the requirements referred to in this Regulation, as applicable to the respective level of effective equity2 .
[1] Errata of Resolution SBS N° 681-2018, published in the newspaper El Peruano dated 28/02/2018.
[2] Errata of Resolution SBS N° 681-2018, published in the newspaper El Peruano dated 28/02/2018.
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N° 681-2018 3 The companies shall have an adaptation period ending on 30 September 2018, to incorporate in the share issuance agreements that had been signed prior to the entry into force of Resolution SBS N° 681-2018, the mention of compliance with the requirements referred to in this Regulation for the computation of such shares in the respective level of effective equity4 .
Upon expiration of said term, shares that do not comply with the aforementioned shall not be computed in the effective equity.”
Article Second.- Incorporate as article 19° and Second Transitory Provision in the Regulation for the Computation of Reserves, Profits and Capital-Representative Instruments in the Effective Equity of Companies of the Financial System, the following texts:
“(…)
Donations in cash, and exceptionally in other assets, that are authorized by the Superintendency, that cannot be reduced without its prior authorization, that serve to absorb losses, and that have a commitment to be transferred to discretionary reserves in the General Shareholders' Meeting or equivalent body in which the financial statements corresponding to the fiscal year in which the donation was made are approved, are computed in the effective equity.
Donations that do not comply with the aforementioned do not compute in the effective equity.
(…)
The companies shall have a term ending on 30 September 2018, to adapt the donations they had received prior to the entry into force of Resolution SBS N° 681-2018, to the provisions of article 19° of the Regulation6 .
Upon expiration of said term, donations that do not comply with the aforementioned shall not be computed in the effective equity.”
Article Third.- Modify the Accounting Manual for Companies of the Financial System approved by Resolution SBS N° 895-98 and its amending and complementary norms, in accordance with the provisions of the Annex attached to this Resolution, which is published on the institutional electronic Portal (www.sbs.gob.pe), in accordance with the provisions of Supreme Decree N° 001-2009-JUS.
Article Fourth.- Modify the Regulation of capital requirements of insurance and reinsurance companies, approved by Resolution SBS N° 1124-
[3] Errata of Resolution SBS N° 681-2018, published in the newspaper El Peruano dated 28/02/2018.
[4] Paragraph modified by Resolution SBS N° 1029-2018 of 14/03/2018.
[5] Heading modified by Resolution SBS N° 1029-2018 of 14/03/2018.
[6] Paragraph modified by Resolution SBS N° 1029-2018 of 14/03/2018.
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2006 and amending norms, in accordance with the following:
1. Modify the first and second paragraph of article 2-B° “Profits computable in the effective equity”, in accordance with the following:
Article 2-B°.- The profit capitalization agreement is the agreement of the competent body to capitalize all or part of the profits obtained in the last fiscal year or in previous fiscal years. The profits (of the last fiscal year or of previous fiscal years) are determined on the basis of audited Financial Statements (with favorable opinion or without qualifications) and approved by the General Shareholders' Meeting or other equivalent body.
On the other hand, the agreement for the capitalization of future profits is an agreement of the competent body, by which it is committed that all or part of the profits of the current fiscal year generated once said current fiscal year ends will be capitalized. The aforementioned agreement may only be modified when it entails an increase in the amount of profits to be capitalized or when there is authorization from the Superintendency. At the end of the current fiscal year and once the audited Financial Statements have been approved (with a favorable opinion or without qualifications), the aforementioned agreement, due to its irrevocable nature, must be ratified by means of a capitalization agreement for the promised amount of the profits obtained, adopted by the competent body. The maximum period for ratification is 31 March of the year following the current fiscal year, unless the Superintendency grants an extension.
(…)
2. Amend Article 2-G “Capital in process computable in effective equity”, in accordance with the following:
Article 2-G.- Capital in process is computed in effective equity. Capital in process corresponds to increases in share capital approved by the competent body, which has been paid and whose shares have been issued, but the capital increase is pending registration in the Public Registries. The period for registration in the Public Registries is sixty (60) calendar days counted from the approval of the capital increase by the aforementioned competent body. Once the period has expired without the registration in the public registries having been made, the aforementioned capital in process shall not be computable in effective equity.
The period referred to in the preceding paragraph may be extended by the Superintendency at the request of the company.”
3. Incorporate Article 2-H “Donations computable in effective equity”, in accordance with the following text:
Article 2-H.- Cash donations, and exceptionally donations in other assets, that are authorized by the Superintendency, that cannot be reduced without its prior authorization, that serve to absorb losses, and that have a commitment to be transferred to discretionary reserves at the General Shareholders' Meeting or equivalent body at which the financial statements corresponding to the fiscal year in which the donation was made are approved, are computed in effective equity.
Donations that do not comply with the foregoing do not compute in effective equity.”
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4. In Annex ES-7 “Effective Equity”, incorporate a comment associated with the row “additional capital”, in accordance with the following text: “Cash donations, and exceptionally donations in other assets, that are authorized by the Superintendency, that cannot be reduced without its prior authorization, that serve to absorb losses, and that have a commitment to be transferred to discretionary reserves at the General Shareholders' Meeting or equivalent body at which the financial statements corresponding to the fiscal year in which the donation was made are approved, are computed. Donations that do not comply with the foregoing do not compute in effective equity.”
Article Fifth.- In section I of the Annex “Programmed Activities” of the Internal Audit Regulation approved by SBS Resolution No. 11699-2008 and its amending norms, replace numeral 16 referring to the activity “Evaluation of compliance with the Regulation for the Classification and Valuation of Investments of Companies in the Financial System, the Norms for Investment in Instruments Traded through Non-Centralized Negotiation Mechanisms and the Regulation for the Negotiation and Accounting of Derivative Financial Products in Companies of the Financial System”, incorporated by the second article of SBS Resolution No. 4906-2017, with numeral 17.
Article Sixth.- This Resolution shall enter into force as of 1 April 2018, except for the provisions of article fifth, which shall enter into force on 1 June 2018.
Register, communicate and publish,
SOCORRO HEYSEN ZEGARRA
Superintendent of Banking, Insurance and
Private Pension Fund Administrators
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I. Amend Chapter V “Complementary Information” of the Accounting Manual for Companies of the Financial System, in the following terms:
1. Replace the row denominated “Numeral 1 of Literal A of article 184°” and the row corresponding to treasury shares of Section A. Level 1 effective equity of Report No. 3 “Effective Equity”, with the following:
| REF. GENERAL LAW | ACCOUNTS OF THE ACCOUNTING MANUAL | Denomination | AMOUNT S/. | COMMENTS - OBSERVATIONS |
|---|---|---|---|---|
| Numeral 1 of Literal A of article 184° | 3101.01(p) 3101.02(p) Plus: 3201(p) | Common shares Perpetual preferred shares with non-cumulative dividend rights Donations | Portion corresponding taking into account compliance with the requirements indicated in the current regulations. Cash donations, and exceptionally donations in other assets, that are authorized by the Superintendency, that cannot be reduced without its prior authorization, that serve to absorb losses, and that have a commitment to be transferred to discretionary reserves at the General Shareholders' Meeting or equivalent body at which the financial statements corresponding to the fiscal year in which the donation was made are approved, are computed in effective equity. Donations that do not comply with the foregoing do not compute in effective equity. | |
| 3202.01(p) 3202.02(p) 3203.01(p) 3203.02(p) | Share premiums - Common shares Share premiums - Perpetual preferred shares with non-cumulative dividend rights Capital in process - Common shares Capital in process - Perpetual preferred shares with non-cumulative dividend rights | Paid-in capital in process is counted in effective equity. Paid-in capital in process corresponds to increases in share capital approved by the competent body, which has been paid and whose shares have been issued, but the capital increase is pending registration in the Public Registries. The period for registration in the Public Registries is sixty (60) calendar days counted from the approval of the capital increase by the aforementioned competent body. Once the period has expired without the registration in the public registries having been made, the aforementioned paid-in capital in process shall not be counted in effective equity. The period referred to in the preceding paragraph may be extended by the Superintendency at the request of the company. | ||
| 3301(p) | Legal reserve | They are countable in equity |
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| REF. GENERAL LAW | ACCOUNTS OF THE ACCOUNTING MANUAL | Name | AMOUNT S/. | COMMENTS - OBSERVATIONS |
|---|---|---|---|---|
| 3302(p) | Special legal reserves | effective equity the legal reserves constituted by agreement of the General Shareholders' Meeting or equivalent body on the basis of audited (with favorable opinion or without qualifications) and approved Financial Statements. Additionally, during a current fiscal year, the company may count in effective equity 10% of profits, as a legal reserve referred to in article 67° of the General Law. Any future agreement for capitalization of profits shall be calculated on the profits after considering said legal reserve. In the specific case of the Municipal Savings and Credit Banks and the Municipal Popular Credit Banks, future capitalization agreements shall be calculated on the profits after considering the legal reserve referred to in the General Law and the special legal reserves indicated in the regulations applicable to them. | ||
| 3303.01(p) | Optional reserves that can only be reduced with prior authorization from the SBS | The optional reserves constituted by agreement of the General Shareholders' Meeting or equivalent body on the basis of audited (with favorable opinion or without qualifications) and approved Financial Statements are countable in level 1 effective equity, provided that they can only be reduced with prior consent of the Superintendency. | ||
| Less: 3104.01(p) 3104.02(p) 3104.04(p) 3104.09(p) Plus or minus: 3204(p) | Common shares in treasury Perpetual Preferred Shares with Non-Cumulative Dividend Right in treasury preferred shares redeemable at fixed term in treasury Other shares in treasury Gains or losses on shares in treasury | Portion corresponding to the shares issued by the company itself, which are in its possession and are considered in this level of effective equity. |
2. Replace the row named “Numeral 2 of Literal B of article 184°” and the row corresponding to treasury shares of Section B1. Level 2 effective equity of Report No. 3, as follows:
| Numeral 2 of Literal B of article 184° | Plus: 3101.03(p) 3101.04(p) 3101.09(p) 3202.03(p) 3202.04(p) | Perpetual preferred shares with cumulative dividend right Preferred shares redeemable at fixed term Other Shares Share premiums - Perpetual preferred shares with cumulative dividend right Share premiums - Preferred shares redeemable at fixed term | These hybrid instruments and the excess over the limit indicated in the last paragraph of literal A of article 184°, are included in the computation of the limit contemplated in numeral 1 of article 185° of the General Law. The excess over the limit contemplated in numeral 1 of article 185° of the |
|---|
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| 3202.09(p) | Share premiums - Other Shares | General Law shall not be considered in the computation of effective equity. | |
|---|---|---|---|
| 3203.03(p) | Paid-in capital in process – Perpetual preferred shares with cumulative dividend right | Corresponding portion taking into account compliance with the requirements indicated in the current regulations, as well as the limit contemplated in numeral 1 of article 185° of the General Law. | |
| 3203.04(p) | Paid-in capital in process - Preferred shares redeemable at fixed term | In the case of subordinated instruments, the computation must be made net of subordinated instruments in treasury. | |
| 3203.09(p) | Paid-in capital in process - Other Shares | ||
| 2602.02.01.02(p) | Subordinated | ||
| 2602.02.02.02(p) | Subordinated | ||
| 2602.02.03.02(p) | Subordinated | ||
| 2603.02.01.02(p) | Subordinated | ||
| 2603.02.02.02(p) | Subordinated | ||
| 2603.02.03.02(p) | Subordinated | ||
| 2604.02.01.02(p) | Subordinated | ||
| 2604.02.02.02(p) | Subordinated | ||
| 2604.02.03.02(p) | Subordinated | ||
| 2605.01.01.02(p) | Subordinated | ||
| 2605.01.02.02(p) | Subordinated | ||
| 2605.01.03.02(p) | Subordinated | ||
| 2606.02.01.02(p) | Subordinated | ||
| 2606.02.02.02(p) | Subordinated | ||
| 2606.02.03.02(p) | Subordinated | ||
| 2607.01.01.02(p) | Subordinated | ||
| 2607.01.02.02(p) | Subordinated | ||
| 2607.01.03.02(p) | Subordinated | ||
| 2609(p) | Reclassifications | ||
| 2802.02(p) | Redeemable subordinated bonds | ||
| 2802.03(p) | Non-redeemable subordinated bonds | ||
| 2802.04(p) | Subordinated bonds convertible into shares | ||
| 2806.01(p) | Redeemable | ||
| 2806.02(p) | Non-redeemable | ||
| 2806.03(p) | Convertible into shares | ||
| 2809(p) | Reclassifications | ||
| 34(p) | Equity component and reclassifications |
| Less: | |||
|---|---|---|---|
| 3104.03(p) | Perpetual Preferred Shares with Cumulative Dividend Right held in treasury | Portion corresponding to shares issued by the company itself, held by it and considered at this level of effective equity. | |
| 3104.04(p) | Preferred shares redeemable at fixed term held in treasury | ||
| 3104.09(p) | Other treasury shares | ||
| Plus or minus: | |||
| 3204(p) | Gains or losses on treasury shares |
3. Eliminate from Section A of Report No. 34 “Adjusted Effective Equity – Total Adjusted Risk-Weighted Assets and Contingents” the rows corresponding to subaccounts 380104 and 380205.
4. Amend Annex No. 12-I “Control of Capital Representing Instruments”, in accordance with the attached format. This report must be submitted monthly via SUCAVE within a period not exceeding 15 calendar days after the end of the month to which the information corresponds.
ANNEX No. 12-I
(IN THOUSANDS OF NUEVOS SOLES)
COMPANY: ………………………………………………………………………………
AS OF: ………………………………………………………………………………………..
| Identification1 | Issue Date | Issue Term (months)2 | Issue Amount at Nominal Value | Term to Maturity at Reporting Date (months)3 | Portion computable in Tier 1 Effective Equity4 | Portion computable in Tier 2 Effective Equity4 | Portion computable in Tier 3 Effective Equity4 |
|---|---|---|---|---|---|---|---|
| NON-REDEEMABLE CAPITAL REPRESENTING INSTRUMENTS | |||||||
| National Currency: | |||||||
| - Common shares | |||||||
| - Perpetual preferred shares with non-cumulative dividend rights - Perpetual preferred shares with cumulative dividend rights | |||||||
| - Other non-redeemable capital instruments | |||||||
| SUBTOTAL NATIONAL CURRENCY | |||||||
| Foreign Currency (equiv. in N.C.): | |||||||
| - Common shares | |||||||
| - Perpetual preferred shares with non-cumulative dividend rights - Perpetual preferred shares with cumulative dividend rights | |||||||
| - Other non-redeemable capital instruments | |||||||
| SUBTOTAL FOREIGN CURRENCY | |||||||
| TOTAL NON-REDEEMABLE CAPITAL INSTRUMENTS: (A) | |||||||
| REDEEMABLE CAPITAL INSTRUMENTS | |||||||
| REDEEMABLE CAPITAL INSTRUMENTS WITH A TERM OF LESS THAN 60 YEARS | |||||||
| National Currency: | |||||||
| - Shares issued with a term of less than 60 years | |||||||
| - Other redeemable capital instruments with a term of less than 60 years | |||||||
| SUBTOTAL NATIONAL CURRENCY | |||||||
| Foreign Currency (equiv. in N.C.): | |||||||
| - Shares issued with a term of less than 60 years | |||||||
| - Other redeemable capital instruments with a term of less than 60 years | |||||||
| SUBTOTAL FOREIGN CURRENCY | |||||||
| TOTAL REDEEMABLE CAPITAL INSTRUMENTS WITH A TERM OF LESS THAN 60 YEARS | |||||||
| CAPITAL INSTRUMENTS WITH A TERM EQUAL TO OR GREATER THAN 60 YEARS | |||||||
| National Currency: | |||||||
| - Shares issued with a term equal to or greater than 60 years | |||||||
| - Other capital instruments with a term equal to or greater than 60 years | |||||||
| SUBTOTAL NATIONAL CURRENCY | |||||||
| Foreign Currency (equiv. in N.C.): | |||||||
| - Shares issued with a term equal to or greater than 60 years | |||||||
| - Other capital instruments with a term equal to or greater than 60 years | |||||||
| SUBTOTAL FOREIGN CURRENCY | |||||||
| TOTAL CAPITAL INSTRUMENTS WITH A TERM EQUAL TO OR GREATER THAN 60 YEARS | |||||||
| TOTAL REDEEMABLE CAPITAL INSTRUMENTS: (B) | |||||||
| TOTAL NON-REDEEMABLE AND REDEEMABLE CAPITAL INSTRUMENTS: ( A + B ) |
GENERAL MANAGER
GENERAL ACCOUNTANT
1. Indicate the class corresponding to the issuance.
2. Record the original maturity term.
3. In the case of capital instruments that contain a repurchase or early redemption option, the earliest date for exercising the option shall be considered as the maturity of said instrument, except in the case where the repurchase or early redemption option can only be executed at the initiative of the issuer and subject to prior approval by this Superintendency, in which case the originally agreed date shall be considered as the maturity of the instrument.
4. For non-redeemable capital instruments, record the corresponding amount as established in articles 4 and 5 of the Regulation for the Computation of Reserves, Profits and Capital Instruments in the Effective Equity of Financial System Companies, hereinafter the Regulation. For redeemable capital instruments, record the corresponding amount as established in articles 6 and 7 of the Regulation. When filling in the computable part at each level of effective equity, it shall not be taken into account whether or not the limits contemplated in the last paragraph of literal A of article 184° and article 185° of the General Law are exceeded.
Los Laureles Nº 214
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RegAlert holds no document that amends or replaces this one. This is not a check that it is in force: confirm with the regulator.
“by SBS Resolution No. 4595-2009 and its amending norm, the Regulation for the Computation of Reserves... was approved”
“the Regulation of capital requirements of insurance and reinsurance companies, approved by SBS Resolution No. 1124-2006”
“by SBS Resolution No. 895-98 and its amending and complementary norms, the Accounting Manual... was approved”
“prepublication of this norm was ordered under the provisions of the Thirty-Second Final and Complementary Provision of the General Law and Supreme Decree No. 001-2009-JUS”
“activity... incorporated by the second article of SBS Resolution No. 4906-2017”
“Regulation on the Acquisition of Ownership in the Share Capital of Supervised Companies and of Significant Owners approved by SBS Resolution No. 6420-2015”
“Special Rules on Related Parties and Economic Group approved by SBS Resolution No. 5780-2015”
“by SBS Resolution No. 11699-2008 and its amending norms, the Internal Audit Regulation was approved”
This document amends: Resolution SBS No. 4595-2009: Regulation on the Computation of Capital-Representative Instruments in the Effective Equity of Financial System Companies, Resolution SBS No. 1124-2006: Approves the Regulation on Capital Requirements for Insurance and Reinsurance Companies, Resolution No. 0895-98: Accounting Manual for Financial System Companies
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