The Superintendence of the Stock Market (“SMV”) approves modification of the Internal Regulations of CAVALI S.A. I.C.L.V. (“CAVALI”), approved by Resolution CONASEV N° 057-2002-EF/94.10 (the “Internal Regulations”). Through Resolution SMV N° 009-2023-SMV/01, published in the Official Gazette El Peruano on September 26, 2023, the SMV approved the amendment of Article 8 of Chapter I “General Provisions” and Articles 5 and 6 of Chapter IV “Accounting Record” of the Internal Regulations in order to:
– Remove the Compliance Management from the list of bodies that make up CAVALI’s internal control system, – Allow fiduciary transfers of trust assets to the trustee(s) or beneficiary(ies) and not only to the trustor, and, – Extend the maximum term for attention and rejection of requests for change of ownership from two to five days, except for the exceptions detailed in the regulation.
The SMV approves the Credit Risk Management Regulations (the “RGRC”). Through Resolution SMV N° 010-2023-SMV/01, published in the Official Gazette El Peruano on September 22, 2023, the SMV approved the RGRC, which has the following main characteristics:
It is applicable to the entities to which the SMV grants operating authorization, with the exception of risk rating companies that are governed by their own provisions, – Establishes provisions tending to regulate the credit risks to which such entities are exposed as well as the portfolios of third parties, funds or autonomous assets they manage, – Complement the provisions contained in the new Comprehensive Risk Management Regulations, recently approved by Resolution SMV N°001-2023-SMV/01, which establishes minimum criteria for such entities to develop their comprehensive risk management, – Among the main obligations it establishes are the following:
1.-Formally adopt a credit risk management system that defines their credit risk exposure,
2.-The system must contain, as a minimum, adequate human resources, methodologies, models and measurement tools for the estimation and quantification of credit risk, infrastructure and computer systems framed within policies and procedures that clearly define limits and responsibilities with respect to credit risk management,
3.-Develop and keep updated a Credit Risk Management Manual, which may be contained within the Comprehensive Risk Management Manual, and have the minimum content provided for in the standard,
4.-Policies and procedures must be defined to identify, evaluate, measure, treat and monitor credit risk,
5.-It is the responsibility of the entity’s board of directors to implement the aforementioned system,
6.-The procedures to be approved must comply with the parameters set forth in the standard,
7.-Models, tools or metrics must be in place to measure and monitor credit risk exposure at least on an annual basis,
8.-They must have guidelines, criteria and/or minimum general parameters to identify, measure, analyze, monitor, control, report and disclose the credit risks of the investments they make on behalf of third parties or on behalf of the funds and/or autonomous assets under their management,
9.-They must prepare at least annual reports on credit risk management.
The SMV approves the Graduality Regime of Penalties for untimely filing of financial information, annual report and material facts (the “Graduality Regime”). Through Resolution SMV N° 007-2023-SMV/01, published in the Official Gazette El Peruano on September 8, 2023, the SMV approved a new Regime of Graduation of Penalties for untimely filing of financial information, annual report and significant events (“Regime”).
The Regime replaces the Criteria applicable to the administrative sanctioning procedure for non-compliance with the rules regulating the remission of periodic or eventual information, approved by Resolution SMV N° 006-2012-SMV/01 (“Criteria”), in light of the approval of Legislative Decrees N° 1272 and 1452, which introduced various amendments to Law N° 27444, General Administrative Procedure Law, particularly in relation to the administrative sanctioning procedure, establishing new criteria to be taken into account for the imposition of sanctions as well as the recognition of exonerating and mitigating conditions of administrative liability, the approval of a new Sanctions Regulation, by Resolution SMV N° 035-2018-SMV/01, and the casuistry.
The main features of the Regime are the following:
It is applicable to issuers with securities registered in the Public Registry of the Securities Market, legal entities registered in the registries in charge of the SMV and other persons obliged to submit information to such entity, – It establishes parameters for the application of sanctions in case of untimely submission of individual or consolidated annual audited financial information, individual or consolidated interim financial statements, annual report and significant events, classified as minor offenses in the Sanctions Regulation, – Among the main novelties with respect to the Criteria are the following:
1. The investigating body may refrain from initiating a sanctioning procedure, and the sanctioning body may file the case, if they consider that any of the exonerations of liability contemplated in the new Sanctions Regulation are evident,
2. The investigating body will recommend the closing of the case if during the processing of the sanctioning procedure the existence of such exonerating circumstances is verified,
3. Among the criteria applicable in the determination of penalties, the criterion of recidivism is regulated, for penalties that have become final during the year prior to the commission of the infringement to be penalized,
4. With respect to the guidelines for the application of the gradual regime of penalties to be imposed, the maximum ceilings for the penalty of fines for the untimely filing of individual or consolidated audited annual financial information, annual report, individual or consolidated interim financial statements and significant events are modified,
5. The additional percentages applied as aggravating factors for previous penalties and recidivism are modified.
The SMV disseminated the draft that modifies the Regulations for the Public Offering of Acquisition and Purchase of Securities by Exclusion and the Bases for the selection process of the appraisal entity. Through Resolution SMV N° 006-2023-SMV/01, published in the Official Gazette El Peruano on September 2 and 20, 2023, the SMV authorized the dissemination of the mentioned project.
