Peru: Governing Laws/Bylaw Requirements

The National Supervisory Commission of Companies and Securities of Peru put together a document called: Principles of Good Governance for Peruvian Companies.

  • The SMV (the Peruvian securities exchange commission) is in charge of ensuring corporate governance in Peru and making sure that the corporate governance information disclosed to the market complies with the new standards set out in the Code of Good Governance for Peruvian Corporations
    • Each year the SMV releases a report titled the “Statement of Compliance with the Code of Good Corporate Governance for Peruvian Corporations”. In this report, listed Peruvian companies must inform the market each year of the level of compliance with the recommendations made in the Code of Good Corporate Governance listed below:
      • Shareholders’ Rights: Corporate governance framework should protect shareholder’s rights. More information here
      • Equal treatment of Shareholders: Corporate governance framework should ensure equitable treatment of all shareholders (including minority and foreign shareholders). More information here
      • Role of Stakeholders in Corporate Governance: Corporate governance framework should recognize the rights of stakeholders as established by law and encourage cooperation between corporations and stakeholders in creating wealth, jobs, and sustainability of financially sound enterprises. More information here
      • Disclosure and Transparency: Corporate governance framework should ensure timely and accurate disclosure on all material matters (regarding the corporation, financial situation, performance, ownership and governance of the company). More information here
      • Responsibilities of the Board of Directors: Corporate governance framework should ensure the strategic guidance of the company, the effective monitoring of management by the board and the board’s accountability o the compay and shareholders. More information here
    • Additionally, per the General Corporations Law, as part of the incorporation process Peruvian companies are required to file a public document that must include the articles of incorporation and by-laws stating, among other things, the names of the shareholders, their addresses, the corporation’s legal name, its corporate purpose, capital stock, corporate form, and appointment of the initial directors (source)

A report titled: Corporate Governance Challenges in Peru towards the Pacific Alliance conducted by La Voz del Mercado 2016 concluded, regarding Peru, that: “Having regulations, which promote an adequate Corporate Governance is not sufficient. There is a need to have a regulator who ensures the proper implementation of the regulations while promoting good practices and act with severity in case of infractions. Demonstrating to the market that the right way to do it is through the adoption of Good Corporate Governance is the only route to ensure that Corporate Governance improves in the country and that Peru will stop being perceived as the worst country in this category among the members of the Pacific Alliance.”


EY, World Services Group, Principles of Good Governance

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