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Corporate Governance in Peru refers to the set of rules, practices, and processes by which companies are directed and controlled. The main goal is to ensure transparent, responsible, and efficient management that protects the interests of shareholders and stakeholders alike. In recent years, Peru has made significant efforts to align its corporate governance framework with international standards, particularly for listed companies and financial institutions. The Peruvian Stock Exchange and the Superintendencia del Mercado de Valores (SMV - the securities market regulator) have played crucial roles in this development, promoting codes of best practices and compliance benchmarks.
Seeking legal advice in matters of corporate governance is essential for a variety of reasons. Some of the most common situations include:
A lawyer with expertise in corporate governance can help you avoid legal pitfalls, manage risks, and implement structures for effective decision-making within your business.
Peruvian regulations on corporate governance are rooted in various laws and regulatory guidances, including the General Corporations Law (Ley General de Sociedades, Law No. 26887), the Securities Market Law (Law No. 861), and specific resolutions by the SMV.
Understanding these requirements is vital for business continuity and avoiding sanctions or reputational risks.
Corporate governance refers to the systems, structures, and processes by which companies are managed and controlled, balancing interests of stakeholders such as shareholders, management, customers, suppliers, financiers, and the community.
While not all provisions of the Corporate Governance Code are mandatory, listed companies and others subject to SMV regulation are encouraged to apply a “comply or explain” approach where deviations from the code must be justified.
Key laws include the General Corporations Law (Ley General de Sociedades), the Securities Market Law, and regulations issued by the SMV.
Directors have a fiduciary duty to act in the best interests of the company, exercise loyalty and diligence, avoid conflicts of interest, and comply with legal obligations outlined in the company’s bylaws and Peruvian statutes.
Peruvian law guarantees certain rights to minority shareholders, including access to information, participation in meetings, and the right to challenge decisions that might harm their interests.
Sanctions may include fines, nullification of corporate acts, reputational damage, and possible civil or criminal liability for directors and officers.
Yes, foreign investors can hold shares, serve as directors, and otherwise participate in Peruvian companies, subject to compliance with local regulations and sector-specific restrictions where applicable.
Adopting best practices from the local code, ensuring independent board membership, establishing clear internal policies, conducting regular training, and seeking guidance from professionals can all help enhance governance standards.
The SMV oversees the securities market, enforces disclosure obligations, promotes good governance practices, and ensures that regulated entities comply with relevant laws and codes.
While not strictly necessary in every situation, a lawyer specialized in corporate governance provides valuable expertise in compliance, risk mitigation, board management, and regulatory interactions.
To deepen your understanding and remain updated on corporate governance standards in Peru, consider consulting these entities:
If you are seeking legal assistance in corporate governance in Peru, follow these steps:
Timely legal advice is crucial for strengthening your company’s structure, maintaining stakeholder confidence, and ensuring compliance with Peruvian law.
