PERU Law and Practice Contributed by: Andrés Kuan-Veng and Luis Ernesto Marín, Rubio Leguía Normand
4. Governance 4.1 Corporate Governance Requirements In January 2017, the SBS approved the Regla - mento de Gobierno Corporativo y de la Gestión Integral de Riesgos (Regulations on Corporate Governance and Comprehensive Risk Manage - ment), applicable to financial system compa - nies and specialised entities. These regulations establish the obligation for financial institutions to define principles and general guidelines for adopting and implementing corporate govern - ance practices to guide the actions of a com - pany’s governing bodies. The regulations also outline the roles and responsibilities of these governing bodies, which must maintain a struc - ture and organisation consistent with the nature, size and complexity of their operations and ser - vices. The Regulations mandate that companies devel - op general policies related to appropriate market conduct. Market conduct is defined as the set of practices governing companies’ interactions with users, the offering of financial products and services, information transparency, and claims management. The Regulations specify that boards of directors must include a sufficient number of members to ensure effective and participatory performance. They also strengthen the presence of independ - ent directors, requiring at least one independ - ent director for companies with five or fewer directors, and at least two independent direc - tors for companies with six or more directors. Criteria for qualifying as an independent direc - tor include the absence of any connections with the company, its management, economic group, or shareholders during the three years preced - ing their appointment. Additionally, independent
For non-domiciled legal entities, they must notify the SBS of any changes in their shareholding composition that exceed 10%, providing details of the new shareholders. Nature of Regulatory Filings and Related Obligations The potential significant owner must submit detailed information to the SBS, including the source of funds, financial background, and plans regarding the bank’s management and opera - tions. This allows the SBS to assess the suit - ability of the potential significant owners. The SBS (within a period not exceeding 30 days) conducts an evaluation of the application, dur - ing which it may convene meetings with the acquirers, as well as the directors, managers and key officers of the company, among others, as deemed necessary. Nature of the Ongoing Requirements Towards the Supervisor The Reglamento de Adquisición de la propiedad en el capital social de las empresas supervisa- das y de los propietarios significativos requires financial institutions to submit sworn statements annually from all significant shareholders and ultimate beneficial owners through means other than ownership, within 15 business days follow - ing the general shareholders’ meeting. Addition - ally, the SBS may require the company to update any previously submitted information related to the acquisition or increase of control and may request supporting documentation or other materials to verify the accuracy of the informa - tion and sworn statements submitted.
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