Capital Markets and Financial Newsletter – October 2026
Themes
CAPITAL MARKETS
Superintendence of the Securities Market (“SMV”) publishes the new Code of Good Corporate Governance and Sustainability for Peruvian Companies (the “New Code”)
The New Code, published by the SMV on October 17 in a special supplement to the Official Gazette El Peruano, updates the previous Code of Good Corporate Governance for Peruvian Companies, issued in 2013, in response to the economic, technological, and regulatory changes of the past decade, the growing importance of sustainability and climate-related risks, and the evolution of international standards issued by the OECD/G20, CAF, and IFC.
The reform maintains the voluntary nature of the Code and the “comply or explain” model, while adopting an approach based on proportionality and adaptability and extending its scope to companies of different types and levels of maturity.
The main developments introduced by the New Code are described below:
The main body of the New Code comprises 42 principles organized into five pillars:
- Pillar I – Shareholders: This pillar builds on the previous pillars addressing shareholders’ rights and the general shareholders’ meeting. The new pillar primarily strengthens the protection of minority shareholders, participation and voting through digital means, information disclosure and equal treatment among different classes of shares, protection against dilution and changes of control, and assigns a more active role to institutional investors.
- Pillar II – The Board of Directors and Senior Management: This pillar, which is retained, places emphasis on a more independent, diverse, professional Board of Directors that is accountable for strategy and sustainability. It promotes the appointment of independent directors to at least one-third of the Board; strengthens its committees and evaluation processes; defines the roles and responsibilities of Senior Management; and further develops the role of the corporate secretary.
- Pillar III – Sustainability: This is a new, standalone pillar that primarily integrates environmental, social, and governance factors into the company’s strategy, business model, capital allocation, and risk management. It requires companies to address material impacts and issues, stakeholder relations and the value chain, resilience in the face of crises, and monitoring through performance indicators.
- Pillar IV – Risk and compliance: This pillar, which was already included in the previous Code, primarily consolidates an integrated risk management system coordinated with internal control, auditing, and compliance. It strengthens ethics, conflict-of-interest management, whistleblowing channels, audit independence, and periodic compliance assessments, while introducing data governance, cybersecurity, and the responsible use of artificial intelligence.
- Pillar V – Transparency of information: This pillar, which was also included in the previous Code, primarily expands disclosure requirements beyond financial information to include sustainability strategy and performance, material risks, and corporate governance, with comparable information that will progressively be subject to independent assurance and quality control and traceability mechanisms.
As a second section, the Code incorporates two new annexes (bringing the total to four) containing complementary principles tailored to specific business contexts:
- Annex A – State-owned enterprises: This annex, which was already included in the previous Code, primarily emphasizes the separation of state ownership, regulatory functions, and corporate management; the merit-based and stable appointment of directors and managers; the prevention of political interference; competitive neutrality; and greater transparency regarding public mandates, state support, risks, objectives, and performance indicators.
- Annex B – Family businesses: This annex was also included in the previous Code. However, under the New Code, it primarily seeks to structure the relationship between the family, ownership, and the business through a family protocol, family assembly, and family council. It promotes the professionalization and independence of governing bodies, merit-based rules for the employment of family members, succession plans, and controls over conflicts of interest and transactions involving family members or related parties.
- Annex C – Economic groups: This new annex primarily promotes a clear structure for ownership, control, allocation of powers, and reporting lines, while preserving the autonomy and corporate interest of each company. It strengthens consolidated oversight of risk management, compliance, and sustainability, group-wide committees, the treatment of intra-group transactions, and consolidated financial and non-financial disclosure.
- Annex D – Start-ups: This new annex primarily adopts a progressive approach, consistent with the company’s level of maturity and financing rounds. It prioritizes corporate formalization, founders’ agreements, documentation of investor rights, protection against dilution, information disclosure and accountability, assessment of funding sources, and the allocation of minimum responsibilities in finance, compliance, technology, data, and intellectual property.
SBS REGULATIONS
SBS updates minimum capital requirements for supervised companies for the October–December 2026 quarter
Through Circular No. G-234-2026, published in the Official Gazette El Peruano on October 7, 2026, the Superintendence of Banking, Insurance and Private Pension Fund Administrators (“SBS”) updated the minimum capital stock requirements applicable to the companies covered by Articles 16 and 17 of Law No. 26702, pursuant to Article 18 of Law No. 26702.
SBS DRAFT REGULATIONS
SBS publishes draft General Regulation of the Open Finance System corresponding to Block I, “Governance and Operations”
Through a notice dated October 5, 2026, the SBS published the draft regulation with the purpose of establishing the general provisions for the implementation and operation of the Open Finance System, including governance rules, the scope of data and services covered, participation requirements, and provisions applicable to access, exchange, and processing of information, as well as users’ control over their data. For further information, please refer to our related legal alert here.
SBS publishes draft General Regulation of the Open Finance System corresponding to Block II, “Trust Framework”
Through a notice dated October 19, 2026, the SBS published the draft corresponding to Block II, “Trust Framework”, with the purpose of establishing the common digital infrastructure, the trust framework governing interactions among participants, and the technical, security, and data quality standards necessary to ensure interoperability and the proper functioning of the Open Finance System. For further information, please refer to our related legal alert here.