Adjustment of Lima Stock Exchange (BVL) internal regulation for security listing and delisting to last amendments to Latin American Integrated Market (MILA) Regulation, whereby the scope of such market was expanded to include primary market transactions as well as additional proposal input into the intermediate routing. Pursuant to Superintendency’s Order No. 015-2019-SMV/01 published on June 6, 2019, the Superintendency of Security Market (SMV) amended the Internal Regulation of Securities Registration and Exclusion in Lima Stock Exchange Securities Registry, Title IX referred to “MILA Section”—such Regulation passed by SMV Order No. 042-2012-SMV/01. Said Regulation provides for the possibility that the securities of such section thereunder registered in the BVL trading session may be not only subject to secondary negotiation but also to primary placement for new funding. The amendment establishes that the ways of proposal input for primary or secondary negotiation of said trading session securities shall be provided by its regulation of origin and that, only where applicable, the BVL shall enable such securities in its negotiation platform applicable to the input of orders or proposals by intermediate routing. The amendment also refers to the procedure to be follow in case of said security exclusion.
Approval of Guidelines for Independent Directors qualification to prepare the Report on Good Corporate Governance Code Compliance by Peruvian Corporations by issuers having securities listed in the SMV Security Market Public Registry; and setting forth of issuers’ obligation to disclose corporate information on their website, including identification of Independent Directors. Pursuant to Superintendency’s Order No. 016-2019-SMV/01 published on June 27, 2019, the SMV approved the “Guidelines for Independent Directors Qualification” (“Guidelines”). These Guidelines shall be observed on a compulsory basis by issuers having any security listed in the Security Market Public Registry (RPMV), who have the obligation to prepare the “Report on Good Corporate Governance Code Compliance by Peruvian Corporations” (“Report”) as part of their Annual Report (or the Annual Information Document, for issuers opting to submit this document instead of an annual report).
The Guidelines—which the “Guidelines for a Latin American Code of Corporate Governance” of the Andean Development Corporation (CAF), the definition of Independent Director by the International Finance Corporation (IFC), and laws from Colombia, Mexico, Chile and Spain thereon were taken into consideration to prepared thereby—develop the definition of Independent Director included in the aforementioned code and should be used as part of the information to be disclosed on said Report.
Among the aspects developed in the Guidelines, definitions of “professional experience”, “prestige or moral solvency” and “financial solvency” can be find in the definition of Independent Director contained in the Good Corporate Governance Code (CBGC), as well as “absence of links with the issuer, its shareholders and administrators” establishing for this last definition several minimum requirements to be jointly complied with. Moreover, additional requirements are set forth therein referred to the maximum number of issuers, a same person being able to have the function of “Independent Director”; or to the maximum period of time a person can act as such, etc. Said Guidelines refer also to the fact the issuer shall verify that the person who is qualified as Independent Director would effectively comply with the respective requirements.
It should be remember that the guidelines do not constitute legal impediment to exercise the position of director by a certain person: It implies that the person who does not comply with the minimum parameters introduced by such Guidelines shall not be considered as “Independent Director” for purpose of the Report. On purpose hereof, the Report Form is also amended pursuant to the aforementioned Order to adapt it as per the Guidelines.
On the other hand, the aforementioned Order amends the Regulations for Dissemination of Information to the Security Market on the Issuer Companies’ Website, passed by SMV Order No. 020-2016-SMV/01, in order to insert issuers’ obligations to disclose detailed information about their directors on their website and identify which one qualified as Independent Directors. For such disclosure, issuers shall take into consideration the Guidelines.
Finally, the regulation sets forth expressly exceptions to the application of the guidelines by referring to the case of the entities under the scope of the Superintendency of Banking, Insurance and Private Pension Fund Management Company (SBS) and/or National Fund for State Business Activity Financing (FONAFE); and provisions are inserted for progressive application of said Guidelines.
