SMV Rules
The Superintendence of the Securities Market (“SMV”) modifies the Regulation on Contributions for the Supervision Services provided by the Superintendence of the Securities Market and the Regulation of the Alternative Securities Market and the Regulation of the Alternative Securities Market – MAV (“MAV Regulation”). By means of Resolution SMV N° 015-2023-SMV/01, published in the Official Gazette El Peruano on December 28, 2023, the SMV amends the First, Second, Third, Fourth and Seventh Transitory Provision of the Regulation on Contributions for the Supervision Services provided by the Superintendence of the Securities Market, approved by Resolution CONASEV N° 095-2000-EF/94.10, to extend until December 31, 2024 the contribution regime provided for in said transitory provisions for:
1. Principals, for cash transactions made with securities representing debt or credit issued by the Central Government,
2. Brokerage Agents, for spot transactions with variable income securities carried out for their own account,
3. Securities lending transactions,
4. Principals, for cash transactions carried out with units of participation of Exchange Traded Funds or Exchange Traded Funds (ETF), constituted within the framework of the Regulations of Mutual Funds for Investment in Securities and their Management Companies, approved by CONASEV Resolution No. 068-2010-EF/94.01.1, and,
5. Autonomous assets, mutual funds for investment in securities and investment funds.
In addition, the mentioned resolution modifies the First Transitory Provision of the MAV Regulation, approved by Resolution SMV No. 025-2012-SMV/01, to extend until December 31, 2024 the contribution regime provided in the mentioned transitory provision for companies participating in the Alternative Securities Market – MAV.
The SMV approves the Rules on the Preparation, Presentation and Disclosure of Financial Statements, Annual Report and Management Report (“Rules”), and amends several regulations. By Resolution SMV N° 013-2023-SMV/01, published in the Official Gazette El Peruano on December 10, 2023, the SMV approved the Rules, which replace the “Rules on the Preparation and Presentation of Financial Statements and Annual Report by the entities supervised by the Superintendence of the Securities Market, approved by Resolution SMV N° 016-2015-SMV/01. (“Former Norms”) whose main provisions are as follows:
a. The Rules, as well as the Previous Rules, establish the applicable regime to comply with the obligation to prepare, submit and disseminate financial information, annual report Management Report by the following entities (“Obligated Entities”):
i. Issuers of “domestic securities”, as defined in paragraph 2.18 of Article 2 of the Regulations for the Registration and Exclusion of Securities in the Public Registry of the Securities Market and the Stock Exchange, approved by Resolution SMV No. 031-2012-SMV/01 (“Registration Regulations”).
ii. Issuers of “foreign securities” referred to in subsection 24.1.2 of numeral 24.1 of Article 24 of the Registration Regulation.
iii. Legal entities registered in the Public Registry of the Securities Market (Registro Público del Mercado de Valores – RPMV).
iv. Collective Fund Management Companies.
v. Management Companies of Participative Financial Financing Platforms, which are included in this regulation.
It is worth mentioning that the Rules exclude investment funds from their application.
b. It establishes which accounting standards must be applied by the Regulated Entities for the preparation of their financial information and annual report.
c. It establishes how the aforementioned information must be presented.
d. It establishes the opportunity in which the indicated information must be presented. It is worth mentioning that it is specified that the Regulated Entities, except for the issuers, may submit their financial statements and annual report on a date different from the date of their approval, but always taking care that their submission is made within the deadline established in the Standards.
e. It contemplates which financial statements must be prepared, presented and disseminated: periodicity, cut-off date, maximum presentation date, audit.
f. It stipulates which body must approve the annual report, the timing and deadline for its presentation.g
g. Confirms the rules for the preparation of the management report.
h. It establishes that issuers that participate in the securities market and that are regulated by the SBS are subject to the above rules, which remain in force only with respect to such issuers.
i. It establishes the regime for the preparation of information by issuers of foreign securities included in paragraph 24.1.2 of numeral 24.1 of article 24 of the Registration Regulations.
j. Establishes that the financial statements and annual report expressed in a language other than Spanish, except for the exceptions set forth in the regulation, must be accompanied by a simple translation, which must be submitted within 20 calendar days of the expiration of the deadline for submitting the respective information.
k. In its complementary provisions it makes the following normative modifications:
i. Modify the MAV Regulation, in order to:
To specify that in the preparation of the annual report, issuers subject to such regulation are not required to submit the Corporate Sustainability Report, approved by Resolution SMV N° 018-2020-SMV/02. – Said issuers are not required to submit the Management Report.
ii. Modify the Registration Regulation in the following aspects:
– They modify the definition of issuers of “domestic securities” and issuers of “foreign securities” – They establish the disclosure obligations that correspond to issuers of “domestic securities”, as well as the cases in which such issuers of “domestic securities” due to their particular circumstances, are subject to a special disclosure regime. – The regime of disclosure of information of issuers of “foreign securities” previously registered in any foreign Stock Exchange or Organized Market not included in Annex No. 15 of the Registration Regulation is modified. – Annex No. 15 of the Registration Regulation is amended to include the Canadian Securities Exchange and the stock exchanges of the Latin American Integrated Market (“MILA”) countries in the list of foreign stock exchanges or organized markets referred to therein.
iii. Modify the Regulations of the Venture Capital Segment of the Lima Stock Exchange, approved by Resolution CONASEV No. 026-2005-EF/94.10 regarding the regime that will be applicable to junior mining companies when they start production operations and/or graduate in their market of origin, and therefore cease to be considered as junior mining companies (graduation).
iv. Amend the Financial Information Regulations, approved by Resolution CONASEV No. 103-99-EF/94.10, to eliminate the provision according to which the obligation of issuers to communicate, as a significant event, the appointment of their independent auditors, must be complied with no later than June 30 of each year, as well as that which established the obligation to communicate, as a significant event, the date on which the audit work will begin.
v. The Regulations of Investment Funds and their Management Companies, approved by Resolution SMV No. 029-2014-SMV/01, are amended to establish the applicable regime for the preparation of financial information of investment funds.
vi. Modify the Regulation of Structuring Entities of the Securities Market, approved by Superintendent’s Resolution No. 142-2014-SMV/02 to eliminate the need to submit their annual audited individual financial information on the same day it is approved.
dd.
vii. Amend the Brokerage Agents Regulation, approved by SMV Resolution N° 034-2015-SMV/01 to eliminate the obligation to submit their financial statements prepared at the close of each year, together with the external financial audit report on the same day it is approved.
viii. Amend the Regulations of the Financial Participative Financing Activity and its Management Companies, approved by Superintendent’s Resolution N° 045-2021-SMV/02, to eliminate the obligation to submit to the SMV and disseminate on its website their individual audited financial information at the close of each year, together with the external financial audit report, on the same day they are approved.
