Corporate Governance of Company Groups in Latin America

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This report provides an overview of frameworks and experience in Latin America and internationally in dealing with the challenges associated with corporate governance of company groups. It describes their economic rationale, benefits and relevance in Latin America, and how they are defined, overseen and regulated. It also delves into some of the risks and more specific challenges involved in ensuring protection of minority shareholder rights and managing or minimising conflicts of interest within groups. It notes the rising importance of Latin American-based multinational company groups. Finally, it reviews existing international and regional guidance on corporate governance of company groups before assessing the more specific policy options and challenges in the region, and describing the conclusions reached by the Latin American Corporate Governance Roundtable and Task Force on Company Groups based on this report’s findings. Country-specific chapters provide more specific descriptions of the frameworks in place for corporate governance of company groups in Argentina, Brazil, Chile, Colombia, Mexico and Peru.




Of 233 companies listed on the Lima Stock Exchange (Bolsa de Valores de Lima – BVL), 177 belong to a company group, according to the Superintendency of Securities Markets (Superintendencia del Mercado de Valores – SMV). The chapter summarises how company groups are defined in Peru, and how supervision is co-ordinated, mainly between the SMV and the Banking Superintendency (Superintendencia de Banca y Seguros – SBS). Companies that are part of a group must report on their ownership and shareholding structure, and comply with IFRS consolidated reporting requirements, including for related party transactions. The Peruvian Corporate Governance Code (2013) includes several group-specific recommendations that companies must report on, such as on group-wide risk management and appointment of the external auditor, while a separate code for state-owned enterprises also contains relevant recommendations. New regulation was under preparation to designate entities that may provide fairness opinions for certain types of related party transactions.


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