The Rules for the Corporate Integration of Stock Exchanges and Securities Clearing and Settlement Institutions, adopted by Superintendent Resolution Nº 066-2020-SMV/02 (“Rules on Corporate Integration”), are amended.
By Resolution SMV Nº 019-2022-SMV/01, published on August 28, 2022 in the Official Gazette “El Peruano”, the Superintendence of the Securities Market (“SMV”) amended several articles of the Standards on Corporate Integration. The purpose is to expressly provide for the case of corporate integration of local stock exchanges and securities clearing and settlement institutions with similar entities of countries of the Pacific Alliance or other countries with which integration agreements have been signed, without establishing new requirements to obtain the authorization of the SMV in order to carry out the referred corporate integration procedure.
The Rules Applicable to Off-the-Round Trading of Securities Listed on the Stock Exchange, adopted by Conasev Resolution Nº 027-95-EF/94.10.0 (“Rules on Over-the-Round Trading”) are amended.
By Resolution SMV Nº 015-2022-SMV/01, published on August 18, 2022 in the Official Gazette “El Peruano”, the SMV amended Article 11 of the OTC Trading Rules, which establishes the cases in which the change of ownership of securities listed on the stock exchange is applicable, without the need for the intervention of a brokerage firm in the respective transfer. The purpose of the amendment was to clarify that in the cases of advance of legitimacy and donation, the revocation and reversion of such acts are also cases of change of ownership that do not require the participation of a brokerage company.
The Annex to the Report, item (10150) “Report on Compliance with the Code of Good Corporate Governance for Peruvian Companies” (“Report”), which is part of the Common Standards for Determining the Content of Information Documents, adopted by General Management Resolution Nº 211-98-EF/94.11 (“Annex CBGC Report”), is amended.
By Resolution SMV Nº 014-2022-SMV/01, published on August 06, 2022 in the Official Gazette “El Peruano”, the SMV modified the aforementioned Annex, which contains the format of the Report to, among other aspects, require the following:
Disclose whether the company has the documentation that supports the answers included in the Report and attach it to the Report.
Explain the reasons for non-compliance with any of the principles of the aforementioned Code.
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 company’s management.
Specify various aspects of the shareholders’ meeting: (i) content of its regulations, (ii) means used in the call and for the dissemination of documents supporting agenda items and motions, (iii) procedures for formulating proposals at the meeting, (iv) models of proxy forms for the meeting, (v) advance notice of the call, and (vi) whether reports on the follow-up of resolutions adopted at the meeting are disseminated.
Disclose, with respect to directors: (i) the existence of selection criteria, (ii) further information regarding the same, (iii) presence of women, (iv) alternate or substitute directors, (v) functions of the board, (vi) duties, (vii) compensation scheme, (viii) performance evaluation, (ix) meetings held, (x) advance notice of board meetings, and (xi) attendance at such meetings.
For further information, please consult our Alert in the following link: Financial & Capital Markets Alert – August 2022 | Rodrigo Elias & Medrano
SMV authorizes the publication of the Credit Risk Management Regulation Draft.
By Resolution SMV Nº 017-2022-SMV/01, published in the Official Gazette El Peruano on August 25, the SMV authorized the publication of the above-mentioned draft for the reception of comments from the public.
SMV authorizes the publication of the Draft of the Integral Risk Management Regulation.
By Resolution SMV Nº 016-2022-SMV/01, published in the Official Gazette El Peruano on August 25, the SMV authorized the publication of the above mentioned draft for public comments.
