Alert

Capital Markets Alert - September 2025

For more information, contact:

Paul Castritius

Counsel

pcastritius@estudiorodrigo.com

Themes

September 23, 2025

THE SUPERINTENDENCY OF SECURITIES MARKET (SMV) APPROVES AMENDMENTS TO THE “REPORT ON COMPLIANCE WITH THE CODE OF GOOD CORPORATE GOVERNANCE FOR PERUVIAN COMPANIES” (CBGC REPORT)

By means of SMV Resolution No. 014-2025-SMV/01, published in the Official Gazette El Peruano on September 18, 2025, the SMV approved certain amendments to the CBGC Report, which forms part of the Common Rules for Determining the Content of Informative Documents, approved by General Management Resolution No. 211-98-EF/94.11, and which must be included as an annex to the annual report. The main changes are as follows:

Amends paragraph g) of Question III.4 of Principle 17: Duties and rights of the members of the Board of Directors of the Report, which requires information on the criteria used by the Company to determine the remuneration scheme for the members of the Board of Directors. The change aims to ensure that, if there are differences during the fiscal year in the amounts or percentages resulting from the application of these criteria among the different Directors, the reasons for such differences are explained.
Incorporates, in Question III.13 of Principle 21: Special Committees, referring to whether the Company has an Audit Committee that supervises the company's internal and external control system, the audit work, and compliance with legal and professional independence standards. The change aims to require the following additional information:
- Whether the appointment of Audit Committee members follows any of the criteria set forth in the CBGC Report.
- Whether Audit Committee members received timely information on matters of interest to them in the performance of their duties, the existence of a training plan, whether they received specialized training, and any performance evaluations they may have received.

The resolution indicates that the modifications must be taken into account from the presentation of the Annual Report for the 2025 fiscal year, and establishes when compliance will be required in the case of public offering procedures.

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For more information, contact:

Themes

THE SUPERINTENDENCY OF SECURITIES MARKET (SMV) APPROVES AMENDMENTS TO THE “REPORT ON COMPLIANCE WITH THE CODE OF GOOD CORPORATE GOVERNANCE FOR PERUVIAN COMPANIES” (CBGC REPORT)