SMV Regulations
Provisions are approved for the application of subsection d) of article 12 and article 156 of the Securities Market Law.- Through Resolution SMV No. 030-2019-SMV/01, published on December 26, 2019 in the Official Gazette el Peruano, (“Resolution 030-2019”), the Superintendence of Securities Market (“SMV”) approved the “Provisions referring to the application of subsection d) of Article 12 and Article 156 of the Securities Market Law, Legislative Decree No. 861 (“Provisions”).
Provisions standardize the regulations set forth in the Securities Market Law (“LMV”) which establish that except for the exceptions established in these regulations, the directors, officers and workers of the stock exchanges (“Exchange”), entities in charge of leading centralized securities trading mechanisms (“MCN”) and securities clearing and settlement institutions (“ICLV”) are prevented from carrying out transactions with securities registered in the Public Registry of the Stock Market (“RPMV”) unless the SMV has the corresponding authorization.
The provisions include three assumptions in which this authorization will not be required: (i) foreign securities registered in a request by a promoter or a stock exchange; (ii) foreign securities registered and/or authorized in the countries that make up the Pacific Alliance and/or the MILA; and, (iii) securities issued by the Central Reserve Bank of Peru and by the Central Government; considering that in these cases there are no characteristics of access to privileged information that justify this restriction.
Notwithstanding the foregoing, the Provisions also contemplate new obligations for the aforementioned entities, references to the establishment of procedures and mechanisms to know and record the operations carried out by persons, and their spouses or persons with whom they form a de facto household, with securities registered in the RPMV, even if they do not require prior authorization from SMV, as well as the duty to inform SMV of any situation that may affect the integrity or transparency of the market. Resolution 030-2019 also modifies the Regulation of Securities Clearing and Settlement Institutions that refers to Title VIII of the Securities Market Law, approved by CONASEV Resolution No. 031-99-EF/94.10, with respect to the opportunity in which the ICLV must inform about the operations carried out by their officials and employees who have access to the information contained in their records, with securities registered exclusively and totally in the same.
The provisions corresponding to anonymity referred to in Article 45 of the LMV are approved.- Through Resolution SMV No. 029-2019-SMV/01, published on December 24, 2019 in the Official Gazette of Peru, the SMV approved the provisions relevant to the anonymity referred to in Article 45 of the Securities Market Law (“Reserve Duty Provisions“).
In accordance with the duty of discretion established in Article 45 of the LMV, directors, officers and brokering agents, mutual fund and investment fund management companies, classifiers, issuers, representatives of obligations are prohibited as well as directors, officers and workers of the Stock Exchanges and entities in charge of the conduction of MCN, as well as of the ICLV, to provide any information of those who carry out transactions with securities in the markets, centralized or not, of primary public offer (referred to securities not placed and issued) or secondary (referring to securities issued), except in the cases of exception provided in the LMV, upon request of the SMV or have authorization from the respective persons. The SMV has interpreted that this duty also refers to information regarding those who issue decrees to carry out operations, even when these are not executed.
The approval of the Duty of Discretion Provisions has as background the recognition of other normative assumptions not contemplated in the aforementioned article 45 in which the duty of discretion, as established in this article does not operate. Likewise, these provisions recognize other cases not contemplated in regulations in which the disclosure of the information referred to in article 45 above does not violate the protection of the duty of discretion since it is specifically about protecting the rights of investors.
In view of previous records, the Duty of Discretion Provisions recognize that there is no violation of the anonymity in: (i) the publications made by the public limited companies in compliance with article 262-A of the General Law of Companies, Law No. 26887; (ii) the publication made by an issuer or a “Wealth Management” (administrator of autonomous assets, in other words), including the identity of securities, to inform or announce a specific situation, in order to protect their rights or avoid any economic or property damage, after performing the actions described in the regulation; and (iii) others in which by law or special regulatory provisions, natural or legal persons are expressly obliged to provide this information to a competent authority or publish it. On the other hand, the Duty of Discretion Provisions extend this duty to persons who without having relation in the entities affected in the aforementioned article 45 receive the information subject to protection by this article.
The Regulation on Contributions for Supervision Services provided by the Superintendence of the Securities Market and approved by Resolution CONASEV No.095-2000-EF-94.10 was modified.-
Through Resolution SMV No. 027-2019-SMV/01 published on December 23, 2019, in the Official Gazette of Peru, the SMV modified the First, Second, Third, Fourth and Sixth Transitional Provision of the Regulation on Contributions for Supervision Services provided by the Superintendence of the Securities Market to extend until December 31, 2020, the reduction in the monthly contribution rate of 0% applicable to the principal in the cases of: (i) cash transactions carried out with debt or credit representative securities issued by the Central Government; (ii) securities lending operations; (iii) cash transactions with equity securities carried out by brokering agents; and, (iv) cash transactions that are carried out with units of participation of Stock Exchange Funds or Exchange Traded Fund (ETF).
This benefit was not extended with respect to cash transactions with equity securities of companies whose shares belong to the S&P/BVL IBGC index, since the SMV considers that the methodology to incorporate and maintain a security in the indicated statistics needs to be reviewed.
Likewise, the mentioned modification extended within the indicated period, the reduction in the SMV monthly contribution rate of 0.00315% applicable to issuers, with the exception of issuers under autonomous equity, mutual funds in securities and investment funds.
The Regulations for Sessions of the Board of Directors of the Superintendence of the Securities Market are approved.- Through Resolution SMV No. 025-2019-SMV/01 published on December 5, 2019 in the Official Gazette of Peru, the SMV approved the Regulations stated.
The approved regulation replaces the Manual of Sessions of the Board of Directors of the Superintendence of the Securities Market, approved by Resolution SMV N° 003-2011-SMV/01. Among the main novelties introduced is the one to regulate in greater detail the rights that correspond to the members of this body, the realization of non-contact sessions, among others.
MV Projects Dissemination on the SMV portal of the modified text of the Corporate Sustainability Report Project was approved.- Through resolution SMV no.028-2019-smv/01 published on december 21, 2019 in the official gazette of Peru, the SMV authorized the dissemination of the project indicated.
