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Amendment of the Annex to the Annual Report, Number (10150) “Report on compliance with the code of good corporate governance for Peruvian companies” (“Report”)
By Resolution SMV Nº 014-2022-SMV/01, published on August 6 in the Official Gazette El Peruano, the Superintendence of the Securities Market amended the Report. The main amendments include the following:
- The minimum percentage of participation to be reported as part of the shareholding composition is modified from 5% to 4%.
- Disclose whether the company has the documentation that supports its answers included in the Report and attach it to the same.
- Necessarily explain the reasons for not complying with any of the principles of the Code of Good Corporate Governance for Peruvian companies.
- Describe the political and economic rights of the shares issued.
- Specify the means by which information is provided to shareholders and shareholders are allowed to express their opinion on the management of the company.
- Disclose whether the dividend policy has been complied with.
- Regarding the shareholders’ meeting, specify: (i) the content of the meeting regulations, (ii) the means used to call the meeting and to disseminate the documents supporting the agenda items and motions, (iii) the procedures for formulating proposals at the meeting, (iv) the proxy forms used at the meeting, (v) the advance notice of the meeting, and (vi) whether reports on the follow-up of the resolutions adopted at the meeting are disseminated.
- Regarding the board of directors, disclose: (i) the existence of selection criteria for directors, (ii) further information regarding directors, (iii) presence of women on the board, (iv) alternate or substitute directors, (v) functions of the board, (vi) duties of directors, (vii) directors’ compensation scheme, (viii) evaluation of directors’ performance, (ix) meetings held, (x) advance notice of board meetings, and (xi) attendance at such meetings.
- Disclose additional information on compliance with the company’s Code of Ethics.
- Provide additional details on the existence and application of a risk management system.
- Provide details on the information policy implemented by the company.
The amendments made by Resolution Nº 014-2022-SMV/01 shall be considered in all the Reports related to fiscal year 2022. For public offerings, it shall be required to submit the Report, with the approved amendments, from April 1, 2023.
