Corporate Governance in 2026: from corporate formality to decision traceability

Good corporate governance does not begin when a company goes public. Clarity regarding roles, agreements, risks, and responsibilities can also add value to privately held, family-owned, or growing companies.

The market is demanding more evidence

The Superintendency of Securities Markets publishes an annual report on compliance with the Code of Good Corporate Governance for Peruvian companies. For issuers subject to these requirements, changes to the reporting format are mandatory starting with the annual report for fiscal year 2025, and comparative information on reported compliance levels has already been published for 2026.

These requirements apply to entities subject to securities market regulations. However, the principles underlying the report—shareholder rights, general meetings, the board of directors, risk, compliance, and transparency—also provide a useful framework for unlisted companies.

Governance Is Not Just About Accumulating Documents

A company may have formally correct bylaws, a book of minutes, and powers of attorney, and yet still face difficulties in determining who makes decisions, how a significant transaction is approved, or what information should be provided to shareholders.

Corporate governance works when corporate rules translate into consistent practice. This involves orderly meetings, clear agendas, sufficient documentation prior to decision-making, minutes that accurately reflect agreements, and mechanisms to verify their implementation.

Traceability protects the company and its decision-makers

When a major transaction is discussed without sufficient information or an agreement is documented incompletely, the problem may surface much later. Investment, financing, reorganization, or due diligence processes typically scrutinize precisely how certain decisions were made.

Therefore, improving traceability does not mean increasing bureaucracy. It means that the company can reconstruct what was decided, by whom, based on what information, and under what authority. That clarity reduces friction among shareholders and helps management act with greater confidence.

A practice that can grow with the company

Not all companies need complex committees or structures typical of a publicly traded company. The model should be proportional to the company’s size, number of shareholders, risks, and stage of development.

For many companies, getting started can be as straightforward as reviewing the articles of incorporation and bylaws, updating powers of attorney, organizing corporate records, establishing a meeting schedule, and defining which decisions require special approval. Corporate governance adds value when it accompanies growth rather than attempting to correct it afterward.