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

CNBCR-11/2021
NDMC-21
TECHNICAL STANDARDS FOR THE REGISTRATION OF ADMINISTRATORS IN THE PUBLIC STOCK EXCHANGE REGISTRY Approval: 31/08/2021 Validity: 17/09/2021 Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv

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

CONSIDERING:

I. That Article 6 of the Securities Market Law creates the Special Records of the Public Stock Exchange Registry, including the Special Record 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 shall be developed in the regulations of said Law, considering the nature of the securities market, the registration 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 register shall be carried out by the Superintendence of the Financial System, with the pertinent information that each of them presents at the time of recording them in the Registry.
IV. That Article 2 of the Regulations of the Securities Market Law establishes that the Public Stock Exchange Registry shall be governed especially by the provisions of the Securities Market Law and by those contained in said Regulations and by the instructions, norms, and resolutions emanating from the Board of Directors of the Securities Superintendence, now the Superintendence of the Financial System, 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 Committee of Norms.
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 Superintendence of the Financial System to authorize the inscriptions, registry entries, modifications, and cancellations of persons, institutions, and operations subject to said requirement, in accordance with the laws in this matter.
VI. That in view of the foregoing and since new entities have emerged that will participate in the capital market, it is necessary to update the applicable regulatory framework for the registration of administrators of societies obliged to register in the Public Stock Exchange Registry.

THEREFORE, by virtue of the normative powers conferred 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 Standards 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 Superintendence of the Financial System.

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

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

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 curriculum vitae. b) For administrators of Salvadoran nationality, attach legible notarially certified copies of the Unique Identity Document (DUI) and legible copy of the Tax Identification Number (NIT) or its Graphic Representation;(1) c) For administrators of foreign nationality: attach legible and notarially certified copy of the Passport and 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 case, do not incur in any disability or prohibition, established by the respective Laws, according to models of Annexes 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, shall 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 according to 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 is not required.(1) The application and documentation may be presented through the means made available by the Superintendence, which may be electronic. In any case, the term referred to in the first clause of Article 7 of these Standards shall begin to run from the next business day after the application has been presented.

Art. 5.- According to 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 term of the third business day after any change in the registered administrators has been made.

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

Registration Application
Art. 7.- Upon receiving the application for registration of their respective administrators, in accordance with what is established in Article 4 of these Standards, the Superintendence will proceed to verify compliance with the requirements defined in the Securities Market Law and in these Standards, having a maximum term of twenty business days, for the authorization or denial of the registration application for administrators, considering the requirements, disabilities, and prohibitions established in the respective Laws. If the application is not accompanied by the complete information detailed in Article 4 of these Standards, the Superintendence, due to the lack of necessary requirements, may require the applicant to, within a term of ten business days counted from the day following the notification, present the missing documents, a term 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 in the aforementioned term, it will proceed without further procedure to archive the application, leaving them free to present a new application. If after the analysis of the documentation presented according to Article 4 of these Standards, the Superintendence has observations or when the documentation or information presented does not result sufficient to establish the facts or information intended to be accredited; the Superintendence will notify the respective applicant only once to rectify the deficiencies communicated or present additional documentation or information requested. The applicant will have a maximum term of ten business days counted from the day following the notification, to resolve the observations or present the additional information requested by the Superintendence. The Superintendence may, through a reasoned resolution, extend by another ten business days the term indicated in the previous clause, when the nature of the observations or notified deficiencies so requires.

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

Suspension of Term
Art. 9.- The twenty business day term indicated in the first clause of Article 7 of these Standards, 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 requested by the Superintendence are resolved. 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 application, within a maximum term of three business days from the date the resolution is issued.

Art. 10.- If the aforementioned formalities 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 society, without prejudice to the other consequences that according to the Law should 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 Standards will be sanctioned in accordance with what is established in the Law of Supervision and Regulation of the Financial System.

Repeal
Art. 12.- These Standards 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, two thousand eight 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 Official Gazette No. 23, Volume No. 390, dated February 2, 2011.

Unforeseen Aspects
Art. 13.- The unforeseen aspects in topics of regulation in these Standards will be resolved by the Central Bank through its Committee of Norms.

Validity
Art. 14.- These Standards will enter into force from September 17, two thousand twenty-one.

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

Annex No. 1

STOCK EXCHANGES
EXECUTIVE, GENERAL MANAGER, AUDITORS, 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 stabilization 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 societies 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 stabilization, or that has been intervened by the Superintendence of the Financial System.
4) I am not a shareholder, director, or administrator of a Brokerage 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 Stock Exchange or of 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 the payment of 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 Relationship NIT DUI
San Salvador, _____ of ______________ of ______ Name and Signature __________________ No. DUI ______________

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

Annex No. 2

BROKERAGE HOUSES
EXECUTIVE, GENERAL MANAGER, AUDITORS, AND LIQUIDATORS

I, ______________________________, with position of __________________, in the administration of the society _______, Brokerage House, declare under oath that:
1) I am not a debtor of the financial system for credits to which a stabilization 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 societies 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 stabilization, or that has been intervened by the Superintendence of the Financial System.
4) I am not a shareholder, director, or administrator of a Brokerage House that has been cancelled by the Superintendence.
5) I am not a director, administrator, official, or employee of another Brokerage House.
6) I am not a shareholder with more than 10% of the share capital of other Brokerage 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 the payment of 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 Relationship NIT DUI
San Salvador, _____ of ______________ of Name and Signature __________________ No. DUI _________________

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

Annex No. 3

RATING AGENCIES
MODEL OF SWORN DECLARATION
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 stabilization 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 societies 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 stabilization, or that has been intervened by the Superintendence of the Financial System.
4) I am not a shareholder, director, or administrator of a Brokerage 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 the payment of 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 Superintendence of the Financial System.
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

Annex No. 3

13) I declare the following persons: spouse, relatives within the fourth degree of consanguinity and second of affinity:
Name Class of Relationship 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.

Annex No. 4

SPECIALIZED SOCIETY IN DEPOSIT AND CUSTODY OF SECURITIES EXECUTIVE, GENERAL MANAGER, AUDITORS, AND LIQUIDATORS I, _____________________________, with position of ________________ in the administration of the society __________________, specialized society 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 stabilization 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.

Annex No. 5

EXTERNAL AUDITORS FIRM
EXECUTIVE, GENERAL MANAGER, INTERVENORS AND LIQUIDATORS

I, _____________________________, holding the position of ________________ in the administration of the External Auditors Firm __________________, declare under oath that:

1) I have not been convicted of crimes against property or the Public Treasury;
2) That I am not a debtor of the Salvadoran financial system, of credits to which a solvency reserve of 50% or more of the balance has been constituted;
3) That in the entities where external audit service contracts have been or will be signed:
a) I am or will not be: director, administrator, employee, spouse or relative within the second degree of consanguinity or first degree of affinity; b) That I do not or will not own directly or through other natural or legal persons shares in them; c) That I have not held a position in the entity before the accounting period subject to audit or will not hold one in the preceding three years; and d) That I do not have credit relations of any kind.
4) I declare the following persons: spouse, relatives within the second degree of consanguinity and first degree of affinity:

Name	Class of Relationship	NIT	DUI

San Salvador, _____ of ___________________ of ___.

Name and Signature ____________________ No. D.U.I. ___________________

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 REGISTER Approval: 31/08/2021 Validity: 17/09/2021 Alameda Juan Pablo II, between 15 and 17 Av. Norte, San Salvador, El Salvador. Tel. (503) 2281-8000 www.bcr.gob.sv
Annex No. 6

SECURITIZATION COMPANIES
EXECUTIVE, GENERAL MANAGER, INTERVENORS AND LIQUIDATORS

I, ___________________________________, in my capacity as ______________ of the company ________________, Securitization, declare under oath that:

1) That I am not a member of the Board of Directors, administrator or employee of another Securitization Company.
2) That I do not own shares for more than ten percent of the social capital of another Securitization Company.
3) That I am not in a state of bankruptcy or suspension of payments.
4) That I have not been judicially qualified as responsible for negligent or fraudulent bankruptcy.
5) That I am not a debtor of the Salvadoran financial system for credits to which a solvency reserve of fifty percent or more of the balance has been constituted while such situation persists.
6) That I do not own shares for more than twenty-five percent of other companies that are in a state of bankruptcy or suspension of payments.
7) That I have not been a director or manager, or official of an institution that is part of the financial system in which it is demonstrated administratively that my responsibility was such that said institution, from the validity of the Law on Privatization of Commercial Banks and Savings and Loan Associations, has:
a) Incurred patrimonial deficiencies of twenty percent or more of the minimum required by the Law; b) Received contributions from the State or the Deposit Guarantee Institute for its solvency; c) Been intervened by the competent body; d) Been restructured and consequently its authorization to operate has been revoked; e) That I was legal representative, general manager, executive director and director with executive positions in financial entities; but I ceased such positions two years before such situation arose.
8) That I participated in the solvency of financial institutions, in accordance with what is prescribed in the Law on Solvency and Strengthening of Commercial Banks and Savings and Loan Associations, without incurring responsibility after the solvency.
9) That I have not been convicted by a final judgment, in the country or abroad, for having committed or participated fraudulently in the commission of any crime.
10) That I have not been in the country or abroad:
a) Declared ineligible to hold this type of position; b) Sanctioned administratively or judicially for my participation in a serious violation of laws and norms of a financial nature, especially the collection of public funds without authorization, the granting or receipt of loans related in excess of the permitted limit and in crimes of a financial nature.
11) That it has not been judicially proven that I participated in activities related to drug trafficking and related crimes, and money laundering and other assets.

12) That I am not: President or Vice President of the Republic; Minister or Vice Minister of State; Proprietary Deputy, Proprietary Magistrate of the Supreme Court of Justice or of the Second Instance Chambers; nor President of autonomous state institutions and companies.
13) I have not been declared legally incapable.
14) That I have not been a director or administrator of a Securitization Company, whose authorization to operate has been revoked by the Superintendence of the Financial System.
15) That I have been a director or administrator of a Securitization Company, whose authorization to operate was revoked by the Superintendence of the Financial System, but it was proven that I had no responsibility for such situation to occur.
16) I declare that I am not married to my spouse under the Deferred Property Regime or Participation in Gains.
17) I declare that I am married to ________, holder of her Tax Identification Number No. and Personal Identity Document,_______, under the Deferred Property Regime or Participation in Gains, who is not in any of the inabilities included in the first paragraph of letter c) and in letters b), d) and g) of the Asset Securitization Law.

I indicate the following address for notifications: ____________________.

San Salvador,______ of _________________ of ______

Name and Signature ___________________ No. DUI _______________

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

SPECIALIZED AGENTS IN SECURITIES VALUATION
MODEL OF SWORN DECLARATION FOR DIRECTOR OR ADMINISTRATOR

I, _____________________________, holding the position of ________________ in the administration of the company __________________, specialized agent in securities valuation, declare under oath that:

1) I do not work as a director, official or employee of other authorized entities.
2) I have not been judicially qualified as responsible for negligent or fraudulent bankruptcy.
3) I have not been sanctioned administratively or judicially for participating in serious violations of laws and norms of a financial nature in national jurisdiction as well as abroad.
4) I have not been convicted by a final judgment in the country or abroad for having committed or participated fraudulently in the commission of any crime.
5) It has not been judicially proven that I participated in activities related to drug trafficking and related crimes, terrorism financing, money laundering and assets, both in the national jurisdiction and abroad.

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