Technical Standards for the Registration of Administrators in the Public Stock Exchange Registry — SSF — SV

THE NORMS COMMITTEE OF THE CENTRAL RESERVE BANK OF EL SALVADOR,

CONSIDERING:

I. That Article 6 of the Securities Market Law creates Special Registries of the Public Stock Exchange Registry, among them the Special Registry of Administrators of entities subject to registration.
II. That Article 7 of the Securities Market Law, in its first clause, establishes that the organization and functioning of the Registry will be developed in the regulation of said Law, considering the nature of the securities market, the registry principles, and the respective inscription requirements contained in said Law.
III. That Article 14 of the Securities Market Law, in its first clause, regulates that the registration of administrators of entities that must be registered will be carried out by the Financial System Superintendence, with the pertinent information that each of them presents at the time of recording them in the Registry.
IV. That Article 2 of the Regulation of the Securities Market Law establishes that the Public Stock Exchange Registry will be governed especially by the provisions of the Securities Market Law and by those contained in said Regulation and by the instructions, norms, and resolutions emanating from the Board of Directors of the Securities Superintendence, now the Financial System Superintendence, a normative faculty that by virtue of the entry into force of the Law of Supervision and Regulation of the Financial System was transferred to the Central Reserve Bank, through its Norms Committee.
V. That Article 3, letter h) of the Law of Supervision and Regulation of the Financial System establishes that it is the competence of the Financial System Superintendence to authorize the inscriptions, registry entries, modifications, and cancellations of persons, institutions, and operations that are subject to said requirement, in accordance with the laws on the matter.
VI. That in view of the foregoing and inasmuch as for the development of the capital market, new entities have emerged that will participate in it, it is necessary to update the regulatory framework applicable to the registration of administrators of companies obliged to register in the Public Stock Exchange Registry.

THEREFORE, by virtue of the normative faculties conferred upon it by Article 99 of the Law of Supervision and Regulation of the Financial System,

AGREES to issue the following:

TECHNICAL STANDARDS FOR THE REGISTRATION OF ADMINISTRATORS IN THE PUBLIC STOCK EXCHANGE REGISTRY

CHAPTER I
OBJECT, SUBJECTS, AND TERMS

Object
Art. 1.- The object of these Norms is to establish the requirements and procedure for the registration of administrators of the entities to which the Laws indicate the obligation to be inscribed in the Public Stock Exchange Registry of the Financial System Superintendence.

Subjects
Art. 2.- The subjects obliged to comply with these Norms are the entities that must register their Administrators in the Public Stock Exchange Registry of the Financial System Superintendence.

Terms
Art. 3.- For the purposes of these Norms, the terms indicated below have the following meaning:
a) Administrator: Member or members of the Board of Directors, directors or chief executive officers, and managers, as well as receivers and liquidators of the companies obliged to register in the Public Stock Exchange Registry. b) Central Bank: Central Reserve Bank of El Salvador; c) Manager: Will include only chief executive officers, general managers, or their equivalents; d) Registry: Public Stock Exchange Registry of the Financial System Superintendence; and e) Superintendence: Financial System Superintendence.

CHAPTER II
PROCEDURES AND REQUIREMENTS

Art. 4.- The entities that must register in the Public Stock Exchange Registry of the Superintendence must, at the time of carrying out said procedure, request the registration of their respective administrators; for which they must attach the following information:
a) Full name according to Personal Identity Document and their curriculum vitae. b) For administrators of Salvadoran nationality, attach notarially certified legible copies of the Unique Identity Document (DUI) and a legible copy of the Tax Identification Number (NIT) or its Graphic Representation; (1) c) For administrators of foreign nationality: attach a legible and notarially certified copy of the Passport and a legible copy if they have the Tax Identification Number (NIT) or its Graphic Representation; (1) d) Legible photocopy of the credential of their appointment, duly inscribed in the Commerce Registry when they are administrators of Salvadoran nationality; e) Sworn declaration in which they state that they meet the requirements and/or, in their case, do not incur in any disqualification or prohibition, which the respective Laws establish, according to models from Annex No. 1 to No. 7; and f) The registration requests of administrators of entities whose surveillance or supervision is exercised by another state institution that requires them equal requirements, will not be obliged to comply with the information requirements of the previous letters, but to present for the case the documentation they send to their respective supervisory bodies.

When any of the copies mentioned in this regulation are certified by a notary or foreign official, their signature must be legalized in accordance with the corresponding Laws or Treaties. Except in the cases of the copies corresponding to the Tax Identification Number (NIT) or its Graphic Representation, notarial certification will not be required. (1) The request and documentation may be presented through the means made available by the Superintendence, which may be electronic. In any case, the period referred to in the first clause of Article 7 of these Norms will begin to run from the next business day after the request has been presented.

Art. 5.- In accordance with what is established in Article 14 of the Securities Market Law, all entities registered in the Public Stock Exchange Registry must inform the Superintendence within the period of the third business day after any change in the registered administrators has occurred.

Art. 6.- For the granting of new registry entries or modification of the same, the documents indicated in Article 4 of these Norms must be sent, setting as a period to be completed, five business days after the inscription of the respective Credential in the Commerce Registry.

Registration Request
Art. 7.- Upon receiving the registration request of their respective administrators, in accordance with what is established in Article 4 of these Norms, the Superintendence will proceed to verify compliance with the requirements defined in the Securities Market Law and in these Norms, having a maximum period of twenty business days for the authorization or denial of the registration request of administrators, considering the requirements, disqualifications, and prohibitions established in the respective Laws.

If the request is not accompanied by the complete information detailed in Article 4 of these Norms, the Superintendence, due to the lack of necessary requirements, may require the applicant to present the missing documents within a period of ten business days counted from the day following the notification, a period that may be extended at the request of the interested party when there are reasons justifying it. The Superintendence in the same notice will indicate to the applicant that if they do not complete the information within the aforementioned period, it will proceed without further procedure to archive the request, leaving them with the right to present a new request.

If after the analysis of the documentation presented according to Article 4 of these Norms, the Superintendence has observations or when the documentation or information presented is not sufficient to establish the facts or information intended to be accredited; the Superintendence will notify the respective applicant once to remedy the deficiencies communicated or present documentation or additional information required. The applicant will have a maximum period of ten business days counted from the day following the notification, to resolve the observations or present the additional information required by the Superintendence. The Superintendence may, through a reasoned resolution, extend by another ten business days the period indicated in the previous clause, when the nature of the observations or deficiencies notified so requires.

Extension Period
Art. 8.- The applicant may present to the Superintendence a request for extension of the period indicated in the fifth clause of Article 7 of these Norms, expressing the grounds on which it is based and proposing, if applicable, the pertinent proof. The extension period cannot exceed ten business days and will start from the next business day after the expiration date of the original period.

Suspension of the Period
Art. 9.- The period of twenty business days indicated in the first clause of Article 7 of these Norms will be suspended for the days that elapse between the notification of the request for information or documentation referred to in the second and fifth clauses of said article, until the observations required by the Superintendence are remedied.

Once the documents are presented in due form, the Superintendence will proceed to notify the applicant of the resolution in which it authorizes or denies the request, within a maximum period of three business days from the date the resolution is issued.

Art. 10.- If the formalities mentioned above are not met, the registry entry will not be granted, which will be notified to the interested party to inform them that they cannot participate in the securities market as a director or administrator of the respective company, without prejudice to the other consequences that, in accordance with the Law, may be carried out due to the lack of updating of the necessary information for registration. In any case, the denial must be reasoned.

CHAPTER III
OTHER PROVISIONS AND VALIDITY

Sanctions
Art. 11.- Non-compliance with provisions contained in these Norms will be sanctioned in accordance with what is established in the Law of Supervision and Regulation of the Financial System.

Repeal
Art. 12.- These Norms repeal the Regulation for the Registration of Administrators in the Public Stock Exchange Registry of the Securities Superintendence (RCTG-1/2008), approved on January 15, 2008, in Session No. CD-02/2008 by the Board of Directors of the Securities Superintendence, whose Organic Law was repealed by Legislative Decree No. 592 containing the Law of Supervision and Regulation of the Financial System, published in the Official Diary No. 23, Volume No. 390, dated February 2, 2011.

Unforeseen Aspects
Art. 13.- The aspects not provided for in regulatory matters in these Norms will be resolved by the Central Bank through its Norms Committee.

Validity
Art. 14.- These Norms will enter into force from September 17, 2021.

MODIFICATIONS:
(1) Modifications to Article 4, approved by the Central Bank through its Norms Committee in Session No. CN-02/2022, dated February 21, 2022, due to reforms contained in Legislative Decree No. 203 to the Law of Registration and Special Control of Taxpayers to the Treasury, with effect from March 8, 2022.

Annex No. 1

STOCK EXCHANGES
SWORN DECLARATION MODEL FOR MEMBERS OF THE BOARD OF DIRECTORS, CHIEF EXECUTIVE OFFICER, GENERAL MANAGER, RECEIVERS AND LIQUIDATORS

I, ______________________________, director or administrator of __________________, which operates the Stock Exchange, declare under oath that:
1) I am not a debtor of the financial system for credits to which a cleaning reserve of 50% or more of the balance has been constituted, nor is my spouse and/or my relatives within the first degree of consanguinity.
2) I do not own 25% or more of the shares of companies that are debtors of the financial system.
3) I have not been a director, official, or administrator of a financial system institution that has incurred patrimonial deficiencies of 20% or more of the minimum required by the Banks Law, that has required State contributions for its cleaning, or that has been intervened by the Financial System Superintendence.
4) I am not a shareholder, director, or administrator of a Stockbrokerage House that has been cancelled by the Superintendence.
5) I am not a director, administrator, official, or employee of other Stock Exchanges.
6) I am not a spouse or relative within the first degree of consanguinity of the members of the Board of Directors of the Exchange or their respective spouses.
7) I am not insolvent or bankrupt.
8) I have not been judicially qualified for culpable or fraudulent bankruptcy.
9) I have not been judicially condemned to pay debts.
10) I have not been condemned for crimes against property or the Public Treasury.
11) I declare the following persons: spouse, relatives within the fourth degree of consanguinity and second of affinity:
Name Class of
Relation
NIT DUI
San Salvador, _____ of ______________ of ______ Name and Signature __________________ No. DUI ______________

The signature that matches this Sworn Declaration must be authenticated by a Notary.

CNBCR-11/2021
NDMC-21
TECHNICAL STANDARDS FOR THE REGISTRATION OF ADMINISTRATORS IN THE PUBLIC STOCK EXCHANGE REGISTRY Approval: 08/31/2021 Validity: 09/17/2021 Alameda Juan Pablo II, between 15 and 17 Norte Avenue, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv
Annex No. 2
STOCKBROKERAGE HOUSES
SWORN DECLARATION MODEL FOR MEMBERS OF THE BOARD OF DIRECTORS, CHIEF EXECUTIVE OFFICER, GENERAL MANAGER, RECEIVERS AND LIQUIDATORS

I, ______________________________, with the position of __________________, in the administration of the company _______, Stockbrokerage House, declare under oath that:
1) I am not a debtor of the financial system for credits to which a cleaning reserve of 50% or more of the balance has been constituted, nor is my spouse and/or my relatives within the first degree of consanguinity.
2) I do not own 25% or more of the shares of companies that are debtors of the financial system.
3) I have not been a director, official, or administrator of a financial system institution that has incurred patrimonial deficiencies of 20% or more of the minimum required by the law; that has required State contributions for its cleaning, or that has been intervened by the Financial System Superintendence.
4) I am not a shareholder, director, or administrator of a Stockbrokerage House that has been cancelled by the Superintendence.
5) I am not a director, administrator, official, or employee of another Stockbrokerage House.
6) I am not a shareholder with more than 10% of the share capital of other Stockbrokerage Houses.
7) I am Salvadoran (Central American or foreign) with more than 3 years of residing in the country.
8) I am of recognized honorability and financial competence.
9) I am not insolvent or bankrupt.
10) I have not been judicially qualified for culpable or fraudulent bankruptcy.
11) I have not been judicially condemned to pay debts.
12) I have not been condemned for crimes against property or the Public Treasury.
13) I declare the following persons: spouse, relatives within the fourth degree of consanguinity and second of affinity:
Name Class of
Relation
NIT DUI
San Salvador, _____ of ______________ of Name and Signature __________________ No. DUI _________________

The signature that matches this Sworn Declaration must be authenticated by a Notary.

CNBCR-11/2021
NDMC-21
TECHNICAL STANDARDS FOR THE REGISTRATION OF ADMINISTRATORS IN THE PUBLIC STOCK EXCHANGE REGISTRY Approval: 08/31/2021 Validity: 09/17/2021 Alameda Juan Pablo II, between 15 and 17 Norte Avenue, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv
Annex No. 3
RATING AGENCIES
SWORN DECLARATION MODEL
ADMINISTRATORS, MEMBERS OF THE RATING COUNCIL, AND PERSONS WHO SIGN RATING REPORTS

I, ______________________________, director or administrator, member of the Risk Rating Council or Person responsible for signing risk rating reports of __________________, Rating Agency, declare under oath that:
1) I am not a debtor of the financial system for credits to which a cleaning reserve of 50% or more of the balance has been constituted, nor is my spouse and/or relatives within the first degree of consanguinity.
2) I do not own 25% or more of the shares of companies that are debtors of the financial system.
3) I have not been a director, official, or administrator of a financial system institution that has incurred patrimonial deficiencies of 20% or more of the minimum required by the Banks Law; that has required State contributions for its cleaning, or that has been intervened by the Financial System Superintendence.
4) I am not a shareholder, director, or administrator of a Stockbrokerage House, nor have I been one cancelled by the Superintendence.
5) I am not a director, administrator, official, or employee of another Rating Agency.
6) I am not a spouse or relative within the fourth degree of consanguinity or second of affinity of the members of the Board of Directors of the Rating Agency or their respective spouses.
7) I am not insolvent or bankrupt.
8) I have not been judicially qualified for culpable or fraudulent bankruptcy.
9) I have not been judicially condemned to pay debts.
10) I have not been condemned for crimes against property or the Public Treasury.
11) I am not a representative of the government in any organism; officials of the public administration; directors, officials, or employees of the Central Reserve Bank of El Salvador, of the Financial System Superintendence.
12) That I will not participate in the rating of securities of issuers where I find myself in the following circumstances:
a) Be a director, administrator, employee, spouse, or relative within the second degree of consanguinity and first of affinity of the directors, or administrators or majority shareholders; b) That I own directly or through other natural or legal persons shares of them; c) That I have had during the last six months, directly or through other persons, important professional relationship, other than the rating relationship, nor their spouses and relatives within the first degree of consanguinity of the issuer's employees; d) That I have credit relationships of any type; and

13) I declare the following persons: spouse, relatives within the fourth degree of consanguinity and second of affinity:
Name Class of
Relation
NIT DUI
San Salvador, _____ of ______________ of ______ Name and Signature _________________ No. DUI. __________________

The signature that matches this Sworn Declaration must be authenticated by a Notary.

NOTE: If foreign, comply with legalization requirements according to the laws of the country.

SPECIALIZED COMPANY IN DEPOSIT AND CUSTODY OF SECURITIES SWORN DECLARATION MODEL FOR MEMBERS OF THE BOARD OF DIRECTORS, CHIEF EXECUTIVE OFFICER, GENERAL MANAGER, RECEIVERS AND LIQUIDATORS I, _____________________________, with the position of ________________ in the administration of the company __________________, specialized company in deposit and custody of securities, declare under oath that:
1) I am not a debtor of the Financial System for credits to which a cleaning reserve of fifty percent or more of the outstanding balance has been constituted.
2) I am not in a state of bankruptcy or insolvency.
3) I have not been condemned for a crime related to the administration of an institution or national company.
San Salvador, _____ of ______________ of ________ Name and Signature ___________________ No. DUI _______________

The signature that matches this Sworn Declaration must be authenticated by a Notary.

Lineage: No known changes