Financial and Capital Markets Alert – February 2023

The General Intendancy of Conduct Supervision (“IGSC”) of the Superintendence of the Securities Market (“SMV”) urges issuers to ensure that their dividend policy has a certain minimum content and perform additional acts

By Circular Nº 090-2023-SMV/11. 1 dated February 13, 2023, the IGSC, considering that the general shareholders’ meeting of the issuing companies must be held within the first three months of the year in accordance with the General Corporations Law, Law No. 26887, urges such companies to have a dividend policy in accordance with the provisions of the Securities Market Law, Sole Ordered Text adopted by Supreme Decree 020-2023-EF, have the minimum information established in Annex No. 9 “Dividend Policy” of the Regulation for Registration and Exclusion of Securities in the Public Registry of the Stock Market and in the Stock Exchange, adopted by Resolution SMV Nº 031-2012-SMV/01.

The IGSC, in the same circular, also urges these companies to the following with respect to their dividend policy:

• That it be approved by the general shareholders’ meeting;
• That its approval or modification be communicated as a significant event;
• That its establishment or modification be communicated at least 30 days prior to its application; and,
• In the event that the notice of meeting indicates the approval or modification of the dividend policy as an agenda item, this must be reported through a certain route of the MVNet System, so that it may be correctly displayed on the SMV’s Securities Market Portal.

The IGSC, finally, reminds that the Sanctions Regulation, adopted by Resolution SMV Nº 035-2018-SMV/01, qualifies as a serious infraction “Not having a dividend policy approved in accordance with the regulations or not complying with reporting the establishment of its dividend policy or its modification, at least thirty (30) days prior to its application, when this is required in accordance with the provisions of the regulations”.