SMV Resolution No. 012-2025-SMV/01

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 1 Electronic document digitally signed within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations, and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

SMV Resolution
No. 012-2025-SMV/01
Lima, August 14, 2025

SEEN:
File No. 2025035132 and the Joint Report No. 1082-2025-SMV/06/11/12 of August 7, 2025, issued by the Legal Advisory Office, the Adjunct Superintendency of Market Conduct Supervision, and the Adjunct Superintendency of Investigation, Development and Innovation, as well as the draft norm that modifies the Annex of the Memorandum, item (10150) "Report on compliance with the Code of Good Corporate Governance for Peruvian Companies," which is part of the Common Standards for Determining the Content of Informational Documents, approved by General Management Resolution No. 211-98-EF/94.11. (hereinafter, Project);

CONSIDERING:
That, pursuant to paragraph a) of Article 1 of the Single Consolidated Text of the Organic Law of the Securities Market Superintendence, approved by Legislative Decree No. 26126 and its amendments (hereinafter, Organic Law), the Securities Market Superintendence – SMV is empowered to issue legal norms regulating matters of the securities market;

That, according to paragraph b) of Article 5 of the Organic Law, the SMV Board of Directors has the attribute of approving the regulations of the securities market, as well as those to which natural and legal persons subject to its supervision must adhere;

That, in November 2013, the new "Code of Good Corporate Governance for Peruvian Companies" (hereinafter, CBGC) was published, which was elaborated with the participation of public and private institutions, as well as business guilds, incorporating good corporate governance standards identified at the international level;

That, by SMV Resolution No. 012-2014-SMV/01 of June 18, 2014, the Annex of the Memorandum, item (10150) "Information on compliance with the Principles of Good Governance for Peruvian Companies," which is part of the Common Standards for Determining the Content of Informational Documents, approved by General Management Resolution No. 211-98-EF/94.11, was replaced by the "Report on compliance with the Code of Good Corporate Governance for Peruvian Companies" (hereinafter, the "BGC Report"), which incorporated the internationally used standard known as "Comply or Explain";

That, by SMV Resolution No. 016-2019-SMV/01 of June 26, 2019, some clarifications were made to the BGC Report taking into account the approval of the "Guidelines for the Qualification of Independent Directors";

That, by SMV Resolution No. 014-2022-SMV/01 of August 2, 2022, the BGC Report was modified to incorporate some additional complementary questions related to the participation of women in the highest governing body of companies, the remuneration scheme, and the implementation of a prevention model, among others;

That, by Superintendent Resolution No. 011-2025-SMV/02 of January 27, 2025, the SMV Early Agenda 2025 was approved, in which, among other things, the insufficient level of transparency of the information available to investors in the securities market with respect to: 1) The remuneration received by directors and senior management of securities issuers; and 2) The composition of Audit Committees; was recognized as a public problem to be addressed;

That, the Project clarifies and incorporates some complementary questions that seek to expand or complete the scope of the evaluation of the principles concerning the duties and rights of Board members and special committees, taking as reference the Corporate Governance Principles of the OECD and G20 (hereinafter, Principles) and the recommendations of the Corporate Governance Committee of the Organisation for Economic Co-operation and Development (OECD), highlighting aspects that are relevant in the current context and of corporate governance and that allow knowing if there are differences in the remuneration received by the Company's Directors; as well as the profile of the Audit Committee of companies that have these;

That, in this line, the Project proposes to clarify a question and add another as complementary information regarding the aforementioned practices, which also represents a qualitative improvement of said information, by allowing greater optimization and precision in the information disclosed to the market, in accordance with the highest international standards;

That, pursuant to item 19.1 of Article 19 of the Regulation establishing provisions on the publication and dissemination of legal norms of a general nature, resolutions, and draft norms, approved by Supreme Decree No. 009-2024-JUS, draft norms of a general nature must be published on the digital headquarters of the Public Administration entities responsible for their elaboration or in another medium, ensuring their proper dissemination and easy access;

That, likewise, paragraph c) of item 20.1 of Article 20 of the Regulation mentioned in the preceding paragraph, provides that the deadline for receiving comments, contributions, or opinions must not be less than fifteen (15) calendar days counted from the day following its publication, unless a higher-ranking normative provision establishes otherwise; therefore, given the nature of the proposed changes, it is considered convenient to disseminate the Project for public consultation for fifteen (15) calendar days; and,

PERÚ Ministry of Economy and Finance

SMV
Securities Market Superintendence
"Decade of Equality of Opportunities for Women and Men" "Year of recovery and consolidation of the Peruvian economy" 2 Electronic document digitally signed within the framework of Law No. 27269, Law of Digital Signatures and Certificates, its regulations, and amendments. The integrity of the document and the authorship of the signature(s) can be verified at https://apps.firmaperu.gob.pe/web/validador.xhtml

In accordance with paragraph a) of Article 1 and paragraph b) of Article 5 of the Organic Law; item 2 of Article 9 of the Regulation on Organization and Functions of the Securities Market Superintendence, approved by Supreme Decree No. 216-2011-EF; Articles 1 and 2 of the Policy on the dissemination of draft norms, legal norms of a general nature, early agenda, and other administrative acts of the SMV, approved by SMV Resolution No. 014-2014-SMV/01 and its amendment; as well as what was agreed by the SMV Board of Directors in its session of August 12, 2025;

IT IS RESOLVED:

Article 1.- Authorize the dissemination of the draft norm that modifies the Annex of the Memorandum, item (10150) "Report on compliance with the Code of Good Corporate Governance for Peruvian Companies," which is part of the Common Standards for Determining the Content of Informational Documents, approved by General Management Resolution No. 211-98-EF/94.11.

Article 2.- Provide that the project referred to in the preceding article be disseminated on the Institutional Page of the Securities Market Superintendence – SMV on the Single Digital Platform of the Peruvian State (www.gob.pe/smv).

Article 3.- The deadline for interested persons to send to the Securities Market Superintendence their comments and observations on the project referred to in the preceding articles is fifteen (15) calendar days, counted from the day following the date of publication of this resolution in the Official Gazette El Peruano.

Article 4.- The comments and observations referred to in the preceding article may be sent to the following email address: proyrepbgc@smv.gob.pe.

Register, communicate, and publish.

Zósimo Juan Pichihua Serna
Superintendent of the Securities Market