Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
March 27, 2003 Comisión Nacional Supervisora de Empresas y Valores CONASEV Reference: Material Event Dear Sirs: Our company, Credicorp Ltd. (NYSE: BAP) in accordance with article 28 of the Peruvian Capital Market Law, and the CONASEV resolution N° 107-2002-EF/94.10.0 (The Rule), hereby notify you of the following “Material Event”: The Board of Directors of Credicorp Ltd. has approved the Corporate Governance Policy, which contains General Rules and Control, Disclosure Controls and Procedures, Audit Committee charter, and Code of Ethics according to Sarbanes – Oxley Act. Additionally, the Board has elected Mr. Fernando Palao Alvarez, Corporate Secretary as Credicorp Security Representative Enclosed you will find a brief summary of the document approved for the Corporate Governance Policy. Sincerely, Fernando Palao Credicorp Security Representative Credicorp Ltd.
Corporate Governance Policy – Credicorp Protocol Index
The present document presents the policy of regulative disclosure, general
controls and code of ethics that must be considered by the corporate personnel
1. Policy
General Policy
Control Policy – Sarbanes Oxley Act
Control Policy – Internal Control Environment
Control Policy – Disclosure Controls and Procedures
Audit Committee Policy
Code of Ethics
2. Forms
Incidence Report
20-F Certification
Corporate Governance Policy – Credicorp Policy General Policy
1. General Rules
a) Embrace organizational dimension of Credicorp relating to policies,
functional structure, and procedures
b) Respond to the policies that are released by shareholders and are
considered by the Board of Directors in order to be applied for
subsidiaries of Credicorp
c) Respond to dispositions that affect to Credicorp as a whole entity and
those national dispositions that affect particularly to those subsidiaries
in its original country
d) Guarantee that those subsidiaries will operate under parameters for the
Credicorp consolidation so that its development will show an organizational
behavior according with Institutional Values
e) Establish those policies...
f) Should be complied by Directors, Chief Officers, Officers and Employees of
Credicorp and its subsidiaries
2. Key Roles
a) Credicorp Shareholders: Acting as investors, they should communicate their
expectancy to the Board of Directors so that, according with policies,
Credicorp Administration should be aware for its execution and fulfillment
b) International and National Entities of Control: Acting as supervisor
entities, they should issue and communicate agreements that are to be
accomplished by Credicorp and its subsidiaries relating with its own
business, internal control and operations
c) Subsidiaries' Management, Officers and Personnel: According with their
responsibilities and functional tasks, they would establish and manage
their own policies and procedures, in compliance with Credicorp policies
d) Suppliers: They could be considered by a contract and should perform their
duties considering corporate dispositions according with their
responsibilities
e) Clients: As final users of products and services offered by Credicorp's
Subsidiaries, Clients will be those who gain with the corporate policy
available up to that moment
3. Responsibilities
a) Functional: Strategic Policy, Organizational Structure of Credicorp,
andresponsibilities and general and specific attributes for each
subsidiary.
b) Financial Business: Financial Business Policy developed by Credicorp and
Subsidiaries
c) Management: Procedures and Responsibilities that imply management and
administration in Credicorp
d) Control: Policies relating with Internal Control System, and supervision
levels in Credicorp and Subsidiaries, in order to guarantee efficiency and
effectiveness to achieve transparency in general business and consolidate
great image to shareholders, clients, employees, suppliers and community.
Corporate Governance Policy – Credicorp Policy Control Policy – Sarbanes Oxley Act
1. Credicorp Obligations under United States Federal Securities registry
a) Credicorp is obligated to show evidence of transparency in conducting
business
b) Credicorp should adequate its performance according with these principles:
• Management and Control with responsibility and fulfilling Credicorp
Rules
• Oriented to create added value involving economic agents
• Strong liaison among Corporate administration, Board of Directors,
Shareholders, and other economic agents so that to maintain constant
business interest on the Company
• Management structure that guarantee to set up clear goals, means in
order to achieve them, and the follow up process of this goals
• Transparency, corporate equity and accomplishment of responsibilities
that strengthen appropriate disclosure, clear, fast and proper of
every relevant fact or interest to third party
2. Environmental Responsibility
3. Disposal of Financial Statements Reports
4. Audit Committee
5. External Auditing Firms
6. Personal Loans to Directors, Executives and Officers
7. Restrictions to Director, Executives and Officers
8. Documents Preservation Rule
Corporate Governance Policy – Credicorp Policy Control Policy – Internal Control
1. Credicorp Responsibilities
2. Management Assessment of Internal Controls
a) Objectives
b) Internal Control System
c) Risks Analysis
d) Control Activities
e) Supervision
f) Communication and Information
3. Policies to mitigate frauds incident
Corporate Governance Policy – Credicorp Policy Control Policy – Disclosure Controls and Procedures
1. Responsibilities established in Certifications - Sarbanes - Oxley Act
a) Executives and Officers of each subsidiary and its CEO in order to comply
with what is required by section 3 (a) of Disclosure Controls and
Procedures of Sarbanes - Oxley Act in accordance with procedures and
controls for financial reporting must apply the following procedures:
• Certificate procedures that lead to present an adequate financial
statements and operational profit and loss of the company
• State the responsibility of management for establishing and
maintaining an adequate internal control structure and procedures for
financial reporting
• Release information of Material Events precisely, adequately
2. Disclosure Controls and Procedures
a) Accounting Policies must be adequately disclosed and explained trying its
consistency and uniformity be through out the time
b) Disclosure Controls and procedures shall have the following:
• Adequate Information
• Include controls and procedures to assure the information, which will
be published, be identified as adequate
• Allow adequate decisions in whole Credicorp's structure levels based
on information disclosure
3. Material Events
a) CEO's Executives and General Managers of each subsidiary must communicate
Material events to CFO's and Chief Accounting Officer of Credicorp
b) Material Events shall be considered the following:
• Those events that have main impact on the corporate performance
• Events that fairly affect the corporate structure and policy or,
• Events that make influence over investors in order to alter their
decisions on investments or not, in a variety of financial instruments
issued by Credicorp or its subsidiaries
c) Among those events that must be communicated, as soon as they occur or as
they are acknowledge, will be those changes or facts related with:
• Juridical structure
• Composition of the organizational Executive chart
• Corporate performance
• Financial statements and Annual Report
• Capital share
Corporate Governance Policy – Credicorp Policies Audit Committee Policies
1. Functions
1.1 Functional Responsibility
The Audit Committee, by delegation of the Credicorp's Board of Directors, will
support and follow up the accomplishment of the present rule.
1.2 General Functions
a) Maintain informed Credicorp's Board of Directors about the following:
• Internal Procedures and policies
• Problems detected on the internal administration and control
• Application of the corrective measures in order to attain observations
made by the external audit firm, Regulative organizations and the
Internal Audit Unit of Credicorp, represented by the Audit Division of
Banco de Crédito del Perú
b) Supervise the accomplishment of the domestic and international legal
requirements according to case by case
c) Shall be responsible to designate, set up its salary and supervise the work
done by the External Audit firm
d) Supervise activities and functions of the Internal Audit Unit and the
External Audit firm, as to determine their independence in relating to
those activities they both audit and verify the scope of their job satisfy
Credicorp's internal controls necessity
e) Solicit and review supporting documentation and Credicorp's Chief Financial
and Accounting Officer reports that will be attached to 20-F annual report
referred to:
• An evaluation of the internal control system affectivity
• Financial disclosure validity
• Additional service given by the External Audit firm
f) Obtain the Credicorp External Audit report in which the Internal Control
System is evaluated
g) Contract with legal, accountant consultants and those who it might consider
adequate in order to develop its functions, as to it should have its own
budget for this purpose
h) Approve, previously and in what it is permitted, any other job or service
required to the external audit firm
i) Establish and maintain adequate mechanisms to process claims, internal
sues, and information with respect to irregular registry, frauds and
violations to the Securities Law
j) Prepare annual and periodic reports to the Board of Directors about the
main tasks made under its management performance
k) Review with the External Audit firm and the Credicorp's management those
reports sent to SEC and other competent authorities previously to its
submitting
l) Maintain periodic and separated meetings with:
• Executive managers
• Credicorp Audit unit
• External Audit firm
m) Analyze with the External Audit firm the terminology content in the
correspondence that is submitted to Credicorp's Administration and its
respectively response
n) Review the Internal Audit Unit reports and the measures taken by the
Administration responding to observations consigned on those reports
o) Review the Risk Administration Policy with Credicorp's Administration
p) Authorize exceptions and exonerates respecting loans and credits given to
Directors, Managers and Officers
1.3 Internal Control Functions
a) Supervise the internal control system guarantying the designed procedure:
• Cover reasonable the whole assets
• Consider those controls to verify transactions are being adequately
authorized and registered
b) Be alert of the existence and maintenance of controls that are necessary as
to avoid Credicorp be utilized in illicit activities, specially in
activities such as Asset clean
c) Coordinate permanently with the Internal Audit Unit and with the External
Audit firm the Internal Control System efficiency
d) Evaluate in those reports whether the Administration has implanted
recommendations and suggestions as result of the evaluations of the
internal control system executed by Internal Audit Unit and the External
Audit firm
e) Supervise the fulfillment of the Code of Ethics of Credicorp
f) Be involved in analyzing deficiencies in the internal control system and
administrative fraud
1.4 Financial Control Functions
a) Screening:
• Financial administration and accounting
• Financial Statements integrity, and
• Credicorp's process of Audit, Accounting and Finance reports
b) Evaluate the most important aspects of:
• Accounting principles
• Financial Statements submitting, including to:
The most significant changes made to the accounting principles
The company adequacy to the internal controls
Any measure adopted against material control deficiencies
c) Evaluate the analysis made by the administration and/or by the independent
auditor mainly in issues such as:
• Significant Financial reports
• Opinions made regarding with financial statement preparation
• Analyze the effects of the US GAAP (Generally Accepted Accounting
Principles) on the Financial Statements
• Operations that does not appear in the Company's Financial Statements
d) Solicit to the External Audit firm reports that are related with
significant accounting policies and alternatives to be implanted
e) Guarantee Credicorp's financial report
• Be Transparent
• Respond to the revelations assumed
• Count on essential controls and adequate instruments to verify that
financial statements reveal Credicorp's actual situation and the value
of its assets
f) Acknowledge and evaluate:
• Company's Financial Statements draft
• External auditors' opinion of the financial statements
• Annual Internal Audit plan and External Audit plan, and many others
important and significant to Credicorp
g) Review the quarterly financial statements
h) Discuss the annual audited financial statements and financial statements of
each period with Credicorp's administration and with the external audit
firm including the analysis of financial results
i) Solve any disagreement generated respecting financial statement reports
between External Auditors and Credicorp's administration
j) Review along with the members of financial administration and independent
auditors those reports to be submitted to SEC and other competitive
authorities
2. Audit Committee Functions
2.1 Organizational Structure
a) Members:
• At least 4 members of the Board
• One of the members shall be the President
• Among others will be elected one Secretary and Deputy Secretary
b) Requisites:
• Must be "independent" officers of Credicorp
• In the absence of an Audit Committee, it will be considered the whole
Board of Directors as to assume its functions. The Committee will be
integrated by Directors, but only by Independent directors of
Credicorp
• According to Sarbanes Oxley Act, no later that April 26th, 2003 all
the members of the Audit Committee shall be "independents", in the
sense that they should not perceive any additional salary from
Credicorp, unless such salary as Directors and/or committee member
• Must be financial expert and have basic knowledge of accounting, which
will be evaluated by the Board of Directors based on his/her studies
and experiences in this business field
• According to Sarbanes Oxley Act, no later than January 26th, 2003, it
must be declared that at least one of the members of the committee be
an expert in finance
c) Period:
• It should be for 3 years, being able to be relected in a row for
similar periods of time
d) Election:
• The Board of Directors should elect them in its annual meeting
• In case of vacancy from one of the members, will be named another
succesor
e) The following are not allowed to be members of the Audit Committee:
• Employees, being Directors work for Credicorp and are Executives or
Officers from any subsidiary
• Directors as Shareholder, partner or Executive officers of any
subsidiary of Credicorp
• Directors that have close relationships with Credicorp
2.2 About meetings
a) Meetings will be held at least 4 times a year or more depending on:
• Internal Control System deficiencies
• Important policy changes to the entity
b) It may be required the presence of the Administration members or others
c) Meetings should be held at least one time a year with the Administration,
Chief Internal Audit Unit from each subsidiary or Credicorp's Internal
Audit Responsable along with the External Audit firm in separate sesions
d) The Committee or at least its President, shall hold a meeting with
Independent auditors and Administration on quarterly basis to discuss
corporate finance
e) Agreements adopted on meetings shall be signed in a minute which its
holding will be in charge of the Committee Secretary
2.3 External Audit firm
a) According to Sarbanes Oxley Act, it is not permitted to hire a person who
may cover job positions such us General Manager, Controller, CFO,
Accountant Manager for Credicorp or its subsidiaries. Additionally, it is
also not allowed that if this person have been part or member of the
External Audit firm of Credicorp in the year before the auditing was
performed.
b) The Audit Committee shall approve previously, any other service and the
auditing service as well, the External Audit firm might offer.
c) The External Audit firm must report in a regular basis to the Committee,
the following:
• Important Accounting and Practices policies to be performed
• Alternative financial report discussed with administration
• Any other communication system between the auditing firm and
Credicorp's administration
2.4 Protecting filing of complaints
a) Those who may file a complaint will be protected, without any restriction
b) Fraud: Includes employees involved in illicit activities that affect the
company
Corporate Governance Policy – Credicorp Policies Code of Ethics
1. Persons involved
Directors, Chief Executives, Chief Financial and Accounting Officer, Managers,
Executive Officers, and employees of Credicorp and its subsidiaries must comply
with the following:
• Achieve high standard levels professionally in order to follow the code of
ethics
• Obey and adhere to the law of those countries in where Credicorp is
operating
2. Objectives
Serve as a guide to all employees in order to maintain a code of ethics in their
job performance Reflect our cultural identity and our commitment assumed for
customers and market in where we participate as well as our values
3. Ethics Principles
a) Be aware of the Code of Ethics objective and our business sector
b) Contribute with Credicorp in its strategic endeavors, consolidate its
leadership in activities in which are involved, offer an excellent quality
service and try to achieve clients satisfaction
c) Maintain a perfect reputation, Social and entrepreneurial responsibility of
Credicorp by disclosing honest, legal and transparent earnings and profits
d) Compete honestly and legally with great justice criteria according to
ethical and efficient practices
e) Avoid obtaining illegal advantages by means of manipulation, concealment
and privilege information abuse, material event distortion or any other
unfair and intentional business practice
f) Guarantee that financial reports issued be transparent, complete and
conclude to appropriate issues
g) Highlight that the work done imply value practices of integrity,
confidentiality and as well as respect and appreciation to human beings in
their privacy, individuality and dignity.
h) Consider unacceptable any attitude related with prejudice such us racial,
religious or social, of sex and color, age disabilities, or any other
discriminatory consideration
4. Principles related with other people
5. Audit Committee of Credicorp
Acting as entity responsible for the application of the Code of Ethics the
following should be considered:
a) Rule and moderate practices according to maximum ethical standards within
Credicorp
b) Constantly evaluate pertinence and updating of this Code of Ethics as well
as to disclose and publish these standards
c) Apply sanctions of being the case
d) Evaluate possible situations of exception to the application to this Code
e) To interpret the correct sense and scope of the principles
f) Must use the support of the units of internal Audit, responsible of
guarding over the fulfillment of the code of ethics in Credicorp
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CREDICORP LTD.
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| By: |
/S/
Ray Campos
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|
Ray Campos
Authorized Representative
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This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.