{"url_path":"/sec/bap/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G CORPORATE GOVERNANCE","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1001290/0001001290-26-000008-index.html","accession_number":"0001001290-26-000008","cik":"0001001290","ticker":"BAP","issuer_name":"CREDICORP LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1001290/0001001290-26-000008-index.html","primary_entity_key":"0001001290","primary_entity_name":"CREDICORP LTD"},"word_count":4673,"has_tables":true,"body_markdown":"ITEM 16G.CORPORATE GOVERNANCE\n\n16G.AThe New York Stock Exchange – Corporate Governance\n\nThe NYSE’s corporate governance rules, codified in Section 303A of the NYSE’s Listed Company Manual, apply, with certain exceptions for foreign private issuers like Credicorp, in full to companies listing common equity securities on the exchange. The chart below provides a brief description of the significant differences between our corporate governance practices and those followed by U.S. companies under NYSE listing standards. All Credicorp policies mentioned under “Credicorp Corporate Governance Policies” in the chart below can be accessed on our Investor Relations website at https://credicorp.gcs-web.com/.\n\nSection of NYSE\n\nListed Company\n\nManual\n\nNYSE Corporate Governance Rules for US\n\n Domestic Issuers\nCredicorp Corporate Governance Practices\n\n303A.01A majority of the members of the Board of Directors must be “Independent Directors”, as defined by the NYSE.Credicorp is not required under Bermuda law to maintain a Board of Directors with a majority being Independent Directors. As of December 31, 2025, five Directors out of nine are independent.\n\n273\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\nSection of NYSE\n\nListed Company\n\nManual\n\nNYSE Corporate Governance Rules for US\n\n Domestic Issuers\nCredicorp Corporate Governance Practices\n\n303A.02\nA Director cannot be “independent” unless the Board of Directors affirmatively determines that the Director has no material relationship with the listed company. In affirmatively determining the independence of any Director who will serve on the compensation committee of the listed company’s Board of Directors, the Board of Directors must consider all factors specifically relevant to determining whether a Director has a relationship with the listed company that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:\n\n(i)the source of compensation of such Director, including any consulting, advisory or other compensatory fee paid by the listed company to such Director\n\n(ii)whether such Director is affiliated with the listed company, a subsidiary of the listed company or an affiliate of a subsidiary of the listed company\n\nIn addition, a Director is not independent if the Director:\n\n(iii)is, or has been within the last three years, an employee of the listed company, or an immediate family member is, or has been within the last three years, an executive officer of the listed company\n\n(iv)has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than US$120,000 in direct compensation from the listed company, other than Director and committee fees and pension or other forms of deferred compensation for prior service.\n\nCredicorp has adopted an “independence” standard that is different from the standard established by the NYSE. Credicorp’s independence standard incorporates the SEC’s minimum independence requirements applicable to Directors serving on audit committees. The definition of independence is included in Credicorp’s Corporate Governance Policy. There is no similar requirement under Bermuda law.\n\nUnder our definition, a Director shall be deemed to be independent if he/she meets each of the following conditions:\n\n(i)Not being or having been, in the last three years, a Related Director or employee of Credicorp and/or subsidiaries.\n\n(ii)Not being or having been, in the last three years, a Director or employee of a company holding ≥5% interest in Credicorp. This criterion shall not apply to Directors with an independent status in Credicorp and/or subsidiaries.\n\n(iii)Not being a shareholder with >1% interest in Credicorp, not being entitled to exercise voting rights in excess of such percentage nor have preferential voting rights nor have any agreement or agreements allowing such shareholder to exercise the rights to purchase Credicorp shares in excess of such percentage.\n\n274\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\nSection of NYSE\n\nListed Company\n\nManual\n\nNYSE Corporate Governance Rules for US\n\n Domestic Issuers\nCredicorp Corporate Governance Practices\n\n(v)(a) is a current partner or employee of a firm that is the listed company's internal or external auditor; (b) has an immediate family member who is a current partner of such a firm; (c) has an immediate family member who is a current employee of such a firm and personally works on the listed company's audit; or (d) was, or an immediate family member was, within the last three years a partner or employee of such a firm and personally worked on the listed company's audit within that time\n\n(vi)is, or has been with the last three years, employed as an executive officer of another company where any of the listed company's present executive officers at the same time serves or served on that company’s compensation committee.\n\n(vii)is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the listed company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of US$1 million, or 2% of such other company’s consolidated gross revenues.\n\n(iv)Not being a Director or a member of the Senior Management of a company in which any Related Director or member of the Senior Management of Credicorp is a member of the Board of Directors. Such restriction shall not apply when cross Directorship is with respect to Credicorp subsidiaries.\n\n(v)Not being or having been a member of the Senior Management of a company in which any Related Director or member of the Senior Management of Credicorp is or has been a member of the Compensation Committee (or equivalent) of the Board of Directors in the last three years.\n\n(vi)Not being a shareholder with >5% interest, partner, Director, or member of the Senior Management of a third-party company which makes or has made business or contractual transactions for >1% of the annual revenue of Credicorp or >5% of the third-party company, or >5% of the annual income of the proposed Director in the last three fiscal years.\n\n(vii)Not having received, and any Relatives not having received, from Credicorp and/or subsidiaries any compensation >$120,000 over a period of 12 months during the last three years, excluding Directors’ fees and revenue from investments in financial instruments (bonds, shares, term deposits, among others) of Credicorp and/or subsidiaries.\n\n(viii)Not being or having been an employee or partner of the auditing firm of Credicorp and/or subsidiaries in the last three years.\n\n(ix)Not being a Relative of shareholders with ≥5% interest in Credicorp, or of members of the Board of Directors or the Senior Management of Credicorp.\n\n275\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\nSection of NYSE\n\nListed Company\n\nManual\n\nNYSE Corporate Governance Rules for US\n\n Domestic Issuers\nCredicorp Corporate Governance Practices\n\n(x)Not acting as an Independent Director in >5 Boards of Directors of companies entered in the Securities Market Public Registry (RMPV), excluding Board of Directors of Credicorp and/or subsidiaries.\n\n(xi)Not being or having been an Independent Director for over 10 continuous or alternate years during the last 15 years with Credicorp and/or subsidiaries.\n\n(xii)The Board of Directors shall be entitled to determine the Independence of a Director in situations calling for interpretation or which have not been contemplated in this document.\n\nDefinitions\n\nSenior Management: is made up of the following roles:\n\n(i)Executive Chairman\n\n(ii)Chief Executive Officer\n\n(iii)Managers in charge of the four Business Units (Universal Banking, Microfinance, Insurance and Retirement, and Investment Banking and Asset Management)\n\n(iv)Managers with the following Corporate Roles:\n\n•Chief Financial Officer\n\n•Chief Risk Officer\n\n•Chief Corporate Audit Officer\n\n•Chief Compliance and Ethics Officer\n\n•Head of Legal\n\n•Head of People Strategy\n\n•Chief Innovation Officer\n\n•Head of Corporate Affairs\n\n•Chief Strategy Officer\n\nRelated Director: the Credicorp Director who is not considered independent.\n\nRelative: a person having an up to second-degree blood or affinity relation, including common law or similar affective relationships.\n\nCorporate Role: it is the function of corporate scope that implies direct or shared responsibility with the management of the business units.\n\n276\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\nSection of NYSE\n\nListed Company\n\nManual\n\nNYSE Corporate Governance Rules for US\n\n Domestic Issuers\nCredicorp Corporate Governance Practices\n\n303A.03\nNon-management Directors of a listed company must meet at regularly scheduled executive sessions without management.\n\nCredicorp is not required by Bermuda law to hold regular meetings of the board of Directors at which only independent Directors are present.\n\n303A.04\nListed companies must have a nominating/corporate governance committee composed entirely of Independent Directors, with a written charter that addresses specific minimum requirements and annual performance evaluation of the committee.\n\nCredicorp has established a Compensation and Nominations Committee and a Sustainability Committee (formerly the Corporate Governance Committee). The minimum requirements and procedures to be followed by each committee are set forth in Credicorp’s Corporate Governance Policy. Credicorp has adopted a charter for the Sustainability Committee and for the Compensation and Nominations Committee.\n\nAlthough these committees are not required by law to be composed entirely of independent Directors (as defined by the NYSE), under Credicorp’s current Corporate Governance Policy:\n\n–the Compensation and Nominations Committee (the current name after being known as the “Compensations Committee” before it merged with the “Nominations Committee” in June 2020) shall consist of no less than three Directors, at least two of them must be independent and one should be a woman. It will be chaired by one of the independent Directors, and\n\n–the Sustainability Committee must be composed of at least three Directors of Credicorp, at least two of whom must be independent (as determined by Credicorp) and one should be a woman. Additionally, the Board of Directors may incorporate as a member one or more Directors of subsidiaries of the Corporation. The chairman of the Board may not be part of the committee.\n\nThere is no similar requirement under Bermuda law.\n\n277\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\nSection of NYSE\n\nListed Company\n\nManual\n\nNYSE Corporate Governance Rules for US\n\n Domestic Issuers\nCredicorp Corporate Governance Practices\n\n303A.05Listed companies must have a compensation committee composed entirely of independent Directors, who satisfy the additional independence requirements specific to compensation committee membership set forth in Section 303A.02, with a written charter that addresses specific minimum requirements.Under Bermuda law, compensation of executive officers does not need to be determined by an independent committee. However, Credicorp has established a Compensation and Nominations Committee that reviews and approves the compensation and benefits for Credicorp’s executive officers and other key executives of Credicorp. Credicorp’s Board of Directors has adopted a Compensation and Nominations Committee charter.\n\n303A.06Listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act.Credicorp has an Audit Committee that satisfies the requirements of Rule 10A-3 under the Exchange Act. There is no similar requirement under Bermuda law.\n\n303A.07Listed companies must have an audit committee with at least three members, and all members of the committee must satisfy the “independence” requirements set forth in Section 303A.02 of the NYSE Listed Company Manual (described above). The audit committee must also have a written charter that addresses specific minimum requirements, and listed companies must have an internal audit function.Credicorp has formed an Audit Committee responsible for advising the General Meeting of Shareholders regarding the selection of independent auditors and evaluating Credicorp’s internal controls. Credicorp’s Audit Committee has three members, and the members satisfy the independence requirements of Rule 10A-3 under the Exchange Act as a foreign private issuer. The Committee shall have at least one member who is considered a financial expert. Credicorp’s Board of Directors has adopted an Audit Committee charter. There is no similar requirement under Bermuda law.\n\n303A.08Shareholders must be given the opportunity to vote on equity-compensation plans and material revisions thereto, with limited exemptions set forth in the NYSE rules.Under Bermuda law, Credicorp is not required to obtain shareholder consent prior to adopting share compensation plans.\n\n303A.09\nListed companies must adopt and disclose corporate governance guidelines addressing specific minimum requirements: director qualification standards, director responsibilities, director access to management and, as necessary and appropriate, independent advisors, director compensation, director orientation and continuing education, management succession, and annual performance evaluation of the board.\n\nAlso, listed companies must make the corporate governance guidelines available on or through their website.\nCredicorp has adopted a set of corporate governance guidelines. Credicorp has policies that regulate the criteria for the selection of directors as well as independence qualification standards, director’s responsibilities and duties, the director’s right to access, as necessary and appropriate, to independent advisors, director orientation and continuing education, management succession, and annual performance evaluation of the board. Credicorp has made the set of corporate governance principles available on the Company’s website (https://credicorp.gcs-web.com/).\n\n278\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\nSection of NYSE\n\nListed Company\n\nManual\n\nNYSE Corporate Governance Rules for US\n\n Domestic Issuers\nCredicorp Corporate Governance Practices\n\n303A.10Listed companies must adopt and disclose a code of business conduct and ethics for Directors, officers and employees and promptly disclose any waivers of the code for Directors or executive officers. Each code of business conduct and ethics must require that any waiver of the code may be made only by the Board of Directors or a Board committee and must contain compliance standard and procedures to facilitate the effective operation of the code, including action against violations of the code. Each listed company may determine its own policies, but all listed companies should address the following topics: conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of listed company assets, compliance with laws, rules and regulations (including insider trading laws), and encouraging the reporting of any illegal or unethical behavior.Credicorp has adopted and published on the Company’s website (https://credicorp.gcs-web.com/) a Code of Ethics for Directors, officers and employees and has adopted a Code of Ethics for professionals with financial responsibility. In accordance with our corporate policies, all Directors, executives, employees and suppliers must comply with the laws, regulations and government requirements applicable to business conducted both in Peru and in other jurisdictions where the Corporation operates, acting with honesty and integrity as described in Credicorp’s Corporate Compliance Manual, Credicorp’s Code of Ethics, Credicorp’s Corporate Ethics and Conduct Policy, the Anti-Money Laundering and Financing of Terrorism Manual, and other internal documents related to compliance.\n\n303A.12\nEach listed company must submit an executed written affirmation annually to the NYSE. Each listed company CEO must (i) certify to the NYSE each year that he or she is not aware of any violation by the listed company of NYSE corporate governance listing standards, qualifying the certification to the extent necessary and (ii) promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any non-compliance with any applicable provisions of Section 303A.\n\nIn addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE.\n\n    \n\nAs a NYSE-listed company, Credicorp must submit an executed written affirmation annually to the NYSE, and its CEO must promptly notify the NYSE in writing after any executive officer of Credicorp becomes aware of any non-compliance with any applicable provisions of Section 303A. There is no similar requirement under Bermuda law.\n\n279\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\nSection of NYSE\n\nListed Company\n\nManual\n\nNYSE Corporate Governance Rules for US\n\n Domestic Issuers\nCredicorp Corporate Governance Practices\n\n303A.14Each listed company must adopt and comply with a written recovery policy providing that it will recover reasonably promptly the amount of erroneously awarded incentive-based compensation in the event that it is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.\nIn accordance with Rule 10D-1 of the Securities Exchange Act of 1934, as amended, and Section 303A.14 of the NYSE Listed Company Manual, the Board of Directors of Credicorp approved a Clawback Policy, which became effective as of December 1, 2023.\n\nUnder the Clawback Policy, in the event of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the U.S. securities laws, the Company is required to recover from executive officers of the Company and its subsidiaries incentive compensation paid to executive officers in any form that the executive officers would not have been entitled to receive based on the restated amounts.\n\n314.00A company's audit committee or another independent body of the board of directors, shall conduct a reasonable prior review and oversight of all related party transactions for potential conflicts of interest and will prohibit such a transaction if it determines it to be inconsistent with the interests of the company and its shareholders.\nUnder Bermuda law, Credicorp is not subject to any restrictions on transactions with affiliates, other than such restrictions as are applicable to Bermuda companies generally. Credicorp’s Bye-laws provide that a Director may not vote with respect to any contract or proposed contract or arrangement in which that Director has an interest or a conflict of interest. Credicorp has not engaged in any transactions with related parties except through its subsidiaries.\n\nTransactions between the Credicorp companies and those related to Credicorp that exceed US$1 million must have the approval of the Board of Directors involved or the body to which this Board has delegated the responsibility.\n\nTransactions between Credicorp companies and between Credicorp companies and their employees conducted under the normal course of its operations, at market prices and values, or in substantially similar terms to those with third parties, and that do not imply a higher collectability risk and do not present any additional unfavorable terms for Credicorp, are exempted from this requirement. These transactions are considered pre-approved by Credicorp's Board of Directors and may be reported to the Sustainability Committee in order to ensure good practices and detect potential conflicts of interest.\n\n280\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\n16G.BBermuda law – Corporate Governance\n\nWe are a company incorporated under the laws of Bermuda and are subject to Bermuda laws related to corporate governance. Under Bermuda law, there are no statutory requirements with respect to the independence of a Board of Directors, meetings of non-management Directors, the establishment and composition of certain committees or the adoption and disclosure of corporate governance guidelines or codes of business conduct and ethics. Certain Bermuda common law and statutory provisions, however, relate to duties and obligations of a company and its Directors that are similar to some of the duties and obligations arising from the provisions of Section 303A of the NYSE’s Listed Company Manual.\n\n(1)Fiduciary Duties and Duties of Skill and Care Under Bermuda law\n\nUnder section 97(1) of the Companies Act 1981 of Bermuda, as amended (also referred to as the Companies Act), every Director and officer of a company must act honestly and in good faith with a view to the best interests of the company (often referred to as a “fiduciary duty”) and must exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances (often referred to as a “duty of skill and care”).\n\nFiduciary Duty\n\nUnder the common law applicable to Bermuda companies, the fiduciary duty of Directors has four aspects which may be briefly summarized as follows:\n\nA duty to act honestly and in good faith. A Director has a duty to act honestly and in good faith in what he considers are the best interests of the company and not for any collateral purpose. The courts allow the Director wide discretion in determining this, interfering only if no reasonable Director could have believed that a course of action was in the best interests of the company. However, a Director acting honestly, but not in the best interests of the company, is in breach of such duty.\n\nA duty to exercise powers for a proper purpose. Directors must act within the powers set out in the company’s memorandum of association and bye-laws and exercise their powers in the company’s interests and for the purposes for which those powers were conferred. Even if the Directors are acting in good faith in the interests of the company as a whole, they must still use their powers for the purposes for which they were intended. For example, in general Directors are not allowed to exercise their powers in such a way as to prevent a majority of the members from exercising their rights.\n\nA duty to avoid conflicts of interest. A Director must not put himself in a position where there is an actual or potential conflict between a personal interest and his duty to the company. However, a Director may enter into a contract where a conflict of interest might arise if the Bye-laws allow it or the company gives its approval in a general meeting. Our bye-laws do not prohibit a Director from entering into a contract where a conflict of interest may arise, but they do prohibit a Director from voting with respect to any contract or proposed contract or arrangement in which such Director is interested or with which such Director has a conflict of interest. In addition, section 97(4) of the Companies Act requires our Directors and officers to disclose at the first opportunity any interest in a material contract, proposed material contract or person that is a party to a material contract or proposed material contract with us or any of our subsidiaries.\n\nA duty not to appropriate, divert or personally profit from corporate opportunities. Unless the bye-laws specifically provide otherwise, a Director’s fiduciary position precludes him from appropriating, diverting, or taking a personal profit from any opportunities that result from the directorship. Our Bye-laws do provide an exception to this rule. They provide that any Director, any Director’s firm or partner, or any company with which any Director is associated may act for us in a professional capacity. Such Director, firm, partner, or company will be entitled to compensation for professional services as if the Director were not a member of our Board of Directors. However, such Director, firm, partner, or company may not act as our auditor.\n\nDuty of Skill and Care\n\nUnder the common law, applicable to Bermuda companies, the duty of skill and care has three aspects which may be briefly summarized as follows:\n\nDegree of Skill. A Director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of like knowledge and experience. A Director is not expected to exercise a level of\n\n281\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\nskill he does not have. The level of skill required of a Director is subjective, in that the Director is not expected, merely by virtue of the office, to possess any particular skills. Performance must be judged by the way the Director applies any skills which he actually has. However, Directors ought to acquire and maintain a sufficient knowledge and understanding of the company’s business to enable them to properly discharge their duties as Directors.\n\nAttention to the Business. A Director must diligently attend to the affairs of the company. In the performance of this duty, a Director must at a minimum display the reasonable care an ordinary person acting in a comparable role would be expected to take in the same circumstances on his own behalf. Mere errors of judgment have been held not to breach the duty of skill and care. A Director, as such, is not bound to give continuous attention to the affairs of the company, as his or her duties are of an intermittent nature.\n\nReliance on Others. A Director is not liable for the acts of Co-Directors or other company officers solely by virtue of the position. A Director is entitled to rely on his Co-Directors or company officers as well as subordinates who are expressly put in charge of attending to the detail of management, provided such reliance is honest and reasonable (although a Director cannot absolve himself entirely of responsibility by delegation to others). As a general rule, before delegating responsibility to others, the Directors in question should satisfy themselves that the delegates have the requisite skills to discharge the functions delegated to them. In addition, the Directors must ensure that there is set up an adequate system of monitoring such delegates (e.g., managers). The Directors must, on a regular basis, ensure that their delegates have fulfilled their obligations. The Directors should require a regular flow of information from the delegates to ensure that they are carrying out their duties satisfactorily. In addition, section 97(5A) of the Companies Act provides that a Director shall not have breached the fiduciary duty or duty of skill and care required by section 97(1) if he relies in good faith upon financial statements of the company represented to him by another Director or officer of the company or a report of an attorney, accountant, engineer, appraiser, or other person whose profession lends credibility to a statement made by him.\n\n(2)Other Statutory Duties and Obligations\n\nThe Companies Act imposes certain specific duties and obligations on companies and Directors, both directly and indirectly, including duties and obligations with respect to (i) loans to Directors and related persons, (ii) limits on indemnities for Directors and officers and (iii) the keeping of proper books of account.\n\nLoans to Directors and Related Persons\n\nIt is not lawful for a company to make a loan or to enter into a guarantee or provide security in connection with a loan to a Director or certain persons related to a Director without the consent of the members of the company holding in the aggregate not less than 90% of the total voting rights of all the members having the right to vote at any meeting of the members of the company, except in certain specific circumstances as provided under the Companies Act.\n\nLimits on Indemnity for Directors and officers\n\nSection 98 of the Companies Act provides generally that a Bermuda company may indemnify its Directors, officers, and auditors against any liability which, by virtue of any rule of law, would otherwise be imposed on them with respect to any negligence, default, breach of duty or breach of trust. However, this rule does not apply in cases where such liability arises from fraud or dishonesty of which such Director, officer or auditor may be guilty in relation to the company or any of its subsidiaries. Any provision, whether contained in the Bye-laws of a company or in any contract or arrangement between the company and one of its Directors which would exempt such Director from, or indemnify him against, any liability that would otherwise attach to him with respect to his fraud or dishonesty in relation to the company will be void. Section 98 further provides that a Bermuda company may indemnify its Directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the Companies Act. In the event that an allegation of fraud or dishonesty is proven, the Director is obligated to disgorge any money provided for his defense.\n\nBooks of Account\n\nIt is the duty of the Directors to cause to be kept proper books of account with respect to all sums of money received and expended by the company and the matters with respect to which the receipts and expenditures take place, all sales and purchases by the company, and the assets and liabilities of the company.\n\n282\n\n[Table of Contents](#ib149d99176634ff8adf88f8fa17ce583_7)\n\n16G.CPeruvian Law – Corporate Governance\n\nAlthough we are a holding company whose principal subsidiaries (Grupo Crédito S.A., BCP Stand-alone, and Grupo Pacífico) are incorporated under and subject to the laws of Peru, initially we were registered in Peru as a foreign issuer and were consequently subject only to Peruvian regulations applicable to foreign issuers. Due to a regulatory amendment enacted in December 2017, our stock is now considered a valor nacional (or domestic security), which has resulted in changes to our reporting requirements for the SMV. Currently, there are no corporate governance provisions under Peruvian law applicable to us that are similar to the provisions of Section 303A of the NYSE’s Listed Company Manual."}