Credicorp’s institutional guidelines, which govern all of our subsidiaries, comply with high standards for corporate governance. We base our organizational culture on principles of integrity, respect and transparency. These ideals are shared by all of our employees and are the basis for the trust we have secured from our shareholders and other stakeholders.
Our good corporate governance practices, which are present in our vision, mission and institutional policies and rules, seek to generate sustainable growth and create value for our shareholders and other stakeholders. Thanks to our adherence to these practices, Credicorp leads the financial system in Peru and has achieved sustained growth in the countries in which it operates.
Credicorp has established four Board Committees to maintain the standards that guide our operations:
- Audit Committee: whose purpose is to supervise, monitor and review (i) processes to present the financial and accounting information of Credicorp and its subsidiaries; (ii) internal control procedures of Credicorp and its subsidiaries; (iii) audits conducted of the financial statements of Credicorp and its subsidiaries; and (iv) the integrity of the financial statements of Credicorp and its subsidiaries. In line with the requirements for the committee’s configuration in our Corporate Governance Policy, the committee is comprised of three directors. All of the members are independent according to the definition of Independence of Rule 10A-3 of the Securities Exchange Act of 1934 of the U.S. Securities and Exchange Commission (SEC). Additionally, the committee will have one member who is considered an expert in finance and 2 female directors. The CEO cannot be a member of this committee.
- Risk Committee: whose objective is to represent Credicorp’s Board and proposes levels of appetite for risk for Credicorp. The committee acknowledge the level of compliance with the appetite for risk and the level of exposure assumed by Credicorp and its subsidiaries and oversees relevant improvements in comprehensive risk management at these entities. Additionally, it proposes the level of appetite for risk and tolerance for risk that Credicorp is willing to assume.
- Compensation and Nomination Committee: the main functions are to select and recommend individuals to Credicorp’s Board for consideration by the General Shareholders’ meeting. Candidates are chosen every three years, or when a vacancy arises, and selection is based on the profiles required to ensure the Board’s adequate configuration. The Committee is also in charge of (i) Evaluating candidates to the Board to determine if they meet the criteria for Independence from the company. (ii) Propose to Credicorp’s Board, for consideration by the General Shareholders’ Meeting, the policy for attendance fees and compensation levels as well as other types of compensation and benefits of the members of the Board and Credicorp’s Board Committees. (iii) Define general guidelines for the Compensation Policy that the company should implement. (iv) Define Credicorp’s Compensation Policy and Model. (v) Approve the proposals for Total Compensation and adjustments to Fixed Salaries for Credicorp’s Executive Management. (vi) Authorize hiring of the services of consulting Companies and/or independent professionals for advisory services in the Legal, Tax, and Compensation ambits among others deemed necessary
- Sustainability Committee: the main functions are to (i) review the Sustainability strategy and initiatives as well as ESG factors (Environment, Society and Governance) at Credicorp and conduct follow-up on the most relevant activities, including the Sustainability program; (ii) propose to the Board, and ensure the execution of good practices, sustainability policies and corporate governance at Credicorp and assure that the same are constantly updated in a timely manner; (iii) supervise the development of Programs run by the Division of Compliance and Corporate Ethics; (iv) supervise the functioning of the system for complaints; (v) ensure that conflicts of interest or cases involving the ethics of Directors and executive management are dealt with promptly; (vi) assure that transparency exists in relations with associated parties; (vii) and propose to the Board criteria to determine the Independence of Directors and members of the Audit Committee and review said criteria to ensure that they remain applicable over time.
Given that we are listed on the New York Stock Exchange (NYSE), we also adhere to applicable U.S. corporate governance requirements, such as those under the Sarbanes-Oxley Act. This law, which has been in effect in the United States since July 2002, requires companies subject to the law to comply with certain international standards of good corporate governance practices.