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PRINCIPLES OF GOOD GOVERNANCE FOR PERUVIAN COMPANIES

JULY 2002

ASBANC-BVL-CONASEV–CONFIEP-MC&F-MEF-PROCAPITALES-SBS

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"Corporate governance is the system by which business corporations are directed and controlled. The corporate governance structure specifies the distribution of rights and responsibilities among different participants in the corporation, such as, the board,managers, shareholders and other stakeholders, and spells out the rules and procedures for making decisions on corporate affairs. By doing this, it also provides the structure through which the company objectives are set, and the means of attaining those objectives and monitoring performance" (Organization for Economic Cooperation and Development OECD)

Page Conformation of the CommitteeChairmanship: National Supervisory Commission Companies and Securities (CONASEV) Ministry of Economy and Finance (MEF) Superintendency Insurance (SBS) of Banking

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of

Members:

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Lima Stock Exchange (BVL) Association of Banks (ASBANC) National Confederation of Private Business Institutions (CONFIEP) Association of Capital Market Promoting Companies (PROCAPITALES) Center of Studies onFinancial Markets (MC&F) Capital and

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TABLE OF CONTENTS
Page Introduction I. II. Shareholders’ Rights Equal Treatment of Shareholders 5 7 11 13

III. Role of Stakeholders in Corporate Governance IV. V. VI. Disclosure and Transparency Responsibilities of the Board of Directors Companies not registered in the Public Securities Market Registry

14 17 21

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INTRODUCTIONGood corporate governance is acquiring more and more significance in local and international environments due to its recognition as a valuable means of reaching more reliable and efficient markets. In the last few years, principles of voluntary adherence have been established, meticulous studies have been carried out and a series of legislative reforms have been implemented, in order to encouragethe development of good corporate governance practices. In this way, the direct and significant impact that the implementation of such practices have on the value, soundness and efficiency of companies and therefore, on the economic development and general wellbeing of countries, has been recognized. Corporate governance explains the rules and procedures for taking decisions in matters such as theequal treatment of shareholders, the handling of conflicts of interest, capital structure, remuneration schemes and administrative incentives, the acquisition of control, the disclosure of information, the influence of institutional investors, among others, that affect the process through which company income is distributed. Investors consider the application of good governance practices to bemore and more an element of extreme importance in preserving the actual long-term value of their investments, insofar as it leads to the elimination of unequal information between those administering the company and its investors. This objective is strengthened by the existence of a suitable legal framework and efficient supervisory practices which oversee the existence of transparent marketsguaranteeing the protection of investors. Peru is not unaware of the progress and discussions carried out regarding good corporate governance of companies. Over the years, the control framework has been adapting to these tendencies, concentrating efforts in achieving that Peruvian companies succeed to reach international standards and are thus able to offer more confidence to domestic and foreigninvestors, in particular minority shareholders.

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With this in mind, a high level committee was formed, with the participation of the public and private sectors, to establish good corporate governance principles applicable to Peruvian companies. For this, the Principles of the Organization for Economic Cooperation and Development (OECD), approved in April 1999, were considered. Given...