2004年-世界发展银行全球_Corporate_Governance_Country_Assessment___Republic_of_Peru_25页_1mb

Corporate Governance Assessment of Peru (2004)

I. Core Content Overview

This report, part of the World Bank-IMF Reports on the Observance of Standards and Codes (ROSC) program, evaluates the corporate governance framework and practices in Peru against the OECD Principles of Corporate Governance. The assessment highlights the early stage of corporate governance reform, the growing influence of private pension funds (AFP), and the need for improved transparency, accountability, and shareholder rights.

II. Key Issues and Observations

1. Capital Markets and Institutional Framework

• Market Size and Composition: Peru's equity market is relatively important in Latin America, with a market capitalization of USD 13.4 billion in 2002, representing 23.5% of GDP.
• Listing Requirements: Certain entities, including banks, insurance companies, and public companies (SAA), are required to be listed.
• BVL (Bolsa de Valores de Lima): The stock exchange lists 232 companies and 255 share classes as of 2003, though only about 158 actively trade.
• Investor Concentration: Private pension funds (AFP) are the most significant institutional investors, managing USD 6.5 billion (11.4% of GDP) in 2002, expected to grow to 70% of GDP in 10 years.
• Share Structure: Majority of listed shares are non-voting, with about 35% being non-voting. Voting shares dominate trading activity.

2. Legal and Regulatory Framework

• Key Laws: The General Companies Law (LGS) and Securities Market Law (LMV) form the basis of corporate governance.
• Regulatory Bodies:
  • CONASEV oversees compliance with the LMV and manages the voluntary Code of Good Corporate Governance.
  • SBS supervises banks and insurance companies and also oversees AFPs.
• CONASEV Structure:
  • A public institution with nine members appointed by the Ministry of Economy and Finance.
  • Has an internal investigation unit and an administrative tribunal for enforcement.
  • Enforcement statistics are not publicly available.

III. Main Findings on OECD Principles

Section I: The Rights of Shareholders

• Principle IA: Largely observed. Shareholders have secure registration, transferability, and access to information, though some issues remain.

• Policy Recommendation:

  • Ensure all listed companies hold annual general meetings.
  • Extend minority shareholder protection to all listed companies.
  • Clarify share classes with voting rights in annual reports.

• Principle IB: Largely observed. Shareholders can vote on fundamental corporate changes, though the process is not always transparent.

• Policy Recommendation: Refine rules for asset sales to ensure transparency and fairness.

• Principle IC: Partially observed. Notice periods and agenda control are not fully aligned with international standards.

• Policy Recommendation:

  • Extend notice period to 30 days.
  • Allow minority shareholders to force agenda items.
  • Prohibit generic items like "other business."
  • Harmonize regulations for all listed companies.

• Principle ID: Partially observed. Share structures with disproportionate control are not always disclosed.

• Policy Recommendation:

  • Disclose share classes and ultimate beneficial owners in annual reports.
  • Clarify the definition of "controlling shareholder" and enforce disclosure obligations.

• Principle IE: Partially observed. De-listing mechanisms are not fully equitable.

• Policy Recommendation:

  • Implement an efficient and equitable de-listing mechanism.
  • Consider minority protection measures in share ownership.

• Principle IF: Partially observed. Pension funds have limited role in corporate governance.

• Policy Recommendation:

  • Clarify obligations for AFPs to report and disclose actions.
  • Define independence to include both internal and external conflicts.
  • Encourage transparency by requiring AFPs to disclose actions to SBS and policyholders.

Section II: The Equitable Treatment of Shareholders

• Principle IIA: Partially observed. Minority shareholder redress mechanisms are limited.

• Policy Recommendation:

  • Harmonize requirements for all listed companies.
  • Encourage the use of derivative actions and class actions.

• Principle IIB: Materially not observed. Insider trading remains a challenge.

• Policy Recommendation:

  • Increase CONASEV's resources for market surveillance.
  • Facilitate information sharing between regulators.
  • Remove the cap on fines and use gains/losses as a basis for penalties.

• Principle IIC: Materially not observed. Disclosure of related-party transactions is inadequate.

• Policy Recommendation:

  • Strengthen disclosure and enforcement of related-party transactions.
  • Develop rules for directors with vested interests.
  • Ban certain transactions and require all deals in annual reports.

Section III: Role of Stakeholders in Corporate Governance

• Principle IIIA: Largely observed. Stakeholder rights are recognized, but not legally mandated.
• Policy Recommendation:
  • Raise awareness on stakeholder issues and corporate social responsibility.
  • Encourage companies to "comply or explain" in their annual reports.

IV. Summary of Policy Recommendations

• Amend procedures for general meetings to encourage shareholder participation.
• Increase transparency in related-party transactions and allow shareholders to challenge unfair dealings.
• Lower thresholds for shareholder redress and harmonize them across all listed companies.
• Ensure a minimum number of independent directors and create audit committees.
• Provide training for directors to understand their responsibilities.
• Strengthen enforcement mechanisms for the securities regulator.
• Improve the proxy system and allow voting in absentia.
• Enhance disclosure of share classes and beneficial ownership.
• Develop an efficient de-listing mechanism and minority protection measures.
• Remove caps on insider trading fines and improve information exchange between regulators.
• Encourage stakeholder involvement and corporate social responsibility.