BCB Resolution No. 318 — Amends BCB Resolution No. 130 of August 20, 2021, regarding independent audit services for consortium administrators, payment institutions, securities brokers, securities distributors, and foreign exchange brokers

Resolution No. 318

BCB RESOLUTION
NO. 318, OF MAY 10, 2023

Amends
BCB Resolution No. 130, of August 20, 2021, which provides for the provision of independent audit services for consortium administrators, payment institutions, securities brokers, securities distributors and foreign exchange brokers authorized to operate by the Central Bank of Brazil and establishes specific procedures for the preparation of reports resulting from independent audit work carried out in financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

The Collegiate Board of the Central Bank of Brazil, in a session held on May 10, 2023, based on arts. 9 of Law No. 4.595, of December 31, 1964, 9-A, items I and II, of Law No. 4.728, of July 14, 1965, 6 and 7, item III, of Law No. 11.795, of October 8, 2008, 9, items II and IX, letter "b", and 15 of Law No. 12.865, of October 9, 2013,

R E S O L V E:

Art. 1 The summary of BCB Resolution No.
130, of August 20, 2021, shall be in effect with the following change:

"Provides for the provision of independent audit services for consortium administrators, payment institutions, securities brokers, securities distributors and foreign exchange brokers authorized to operate by the Central Bank of Brazil and establishes the specific procedures for the preparation of reports resulting from independent audit work carried out in financial institutions and other institutions authorized to operate by the Central Bank of Brazil." (NR)

Art. 2 BCB Resolution No. 130, of
2021, shall be in effect with the following changes:

"Art.
1
............................................................................................................

I - the provision of independent audit services for consortium administrators, payment institutions, securities brokers, securities distributors and securities brokers and foreign exchange brokers authorized to operate by the Central Bank of Brazil; and

.........................................................................................................................

§ 1 The references to consortium administrators and payment institutions in Title II and in the following provisions of this Resolution shall refer to the institutions mentioned in item I of the caput of this article:

I

• art. 2, caput;

II

• art. 3, caput, items II, III and V and §§ 4 and 5;

III

• art. 4, caput;

IV

• art. 6, caput;

V

• art. 7, caput;

VI - art.
9, caput, item I, letters "a", "b", "c" and "d", item III and §§ 1, 2 and 4;

VII - art.
11, caput, items VII and VIII;

VIII - art.
13, caput, items I, II, III and IV;

IX - art.
15, caput, items III, IV and V and § 2;

X

• art. 16, caput, item I;

XI

• art. 17, caput and §§ 1 and 3;

XII

• art. 18, caput;

XIII

• art. 19, caput and §§ 3 and 4;

XIV

• art. 22, caput;

XV

• art. 23, § 1;

XVI

• art. 24, caput;

XVII

• art. 25, caput;

XVIII

• art. 28, caput;

XIX

• art. 29, caput;

XX

• art. 30, caput;

XXI

• art. 31, caput; and

XXII

• art. 39, caput.

§ 2 The references to payment institutions in the following provisions of this Resolution shall also refer to securities brokers, securities distributors and foreign exchange brokers:

I

• art. 9, § 3;

II

• art. 40, caput; and

III - art.
41, caput."
(NR)

"Art.
5 Independent auditors must prepare and properly document their independence policy, which must be made available to the Central Bank of Brazil and the audit committee of the audited institution, when installed, evidencing, in addition to the situations provided for in this Resolution, others that may affect their independence, as well as the internal control procedures adopted with a view to monitoring, identifying and preventing their occurrence." (NR)

"Art.
8 The following must constitute a statutory body called "audit committee":

I - the institutions mentioned in item I of the caput of art. 1 registered as open companies;

II - the payment institutions that are leaders of a prudential conglomerate:

a)
Type 3 classified in Segment 2 (S2) or Segment 3 (S3), according to current regulation; and

b)
Type 2 that have total assets, calculated according to the criteria and procedures embodied in the Accounting Standard of Institutions Regulated by the Central Bank of Brazil (Cosif), greater than 0.1% (one tenth of one percent) of the Gross Domestic Product (GDP) of Brazil; and

III - securities brokers, securities distributors and foreign exchange brokers that:

a) are leaders of a prudential conglomerate classified in Segment 1 (S1), in Segment 2 (S2) or Segment 3 (S3), according to specific regulation; or

b) meet the criteria provided for in specific regulation for classification in S1, S2 and S3.

§ 1
The provisions of the caput also apply to the institutions mentioned in item I of the caput of art. 1 not registered as open companies that are leaders of a prudential conglomerate integrated by an institution registered as an open company that does not have an audit committee constituted in accordance with this Resolution.

.........................................................................................................................

§ 4
The institutions mentioned in items I, II and III of the caput that are part of a prudential conglomerate whose leading institution constitutes an audit committee in accordance with this Resolution are exempt from constituting their own audit committee.

§ 5
The institutions obliged to constitute an audit committee must have it in full operation by March 31 of the fiscal year following the fiscal year in which it fell within the criteria referred to in items I, II and III of the caput.

§ 6 For purposes of the provision in letter "b" of item II of the caput, the GDP of Brazil corresponds to the Gross Domestic Product calculated at market prices and current values published by the Brazilian Institute of Geography and Statistics (IBGE), accumulated for a period of four consecutive quarters ending on the base dates of June 30 and December 31, calculated within ninety days after the base date to which they refer, with no subsequent revision allowed." (NR)

"Art.
21. The independent auditor must:

I - observe, in the provision of its services, the standards and audit procedures established by the National Monetary Council, by the Central Bank of Brazil and, insofar as they are not conflicting with these, the standards and audit procedures determined by the Securities and Exchange Commission (CVM), by the Federal Council of Accounting and by the Institute of Independent Auditors of Brazil; and

II - prepare, as a result of the audit work, the following reports:

.........................................................................................................................

§ 2
The reports referred to in letter "a" of item II of the caput relating to the financial statements, individual and consolidated, semi-annual and annual of the institutions mentioned in art. 8 must contain the communication of the key audit matters.

§ 3
In the interim financial statements, the replacement of the report of the independent auditor referred to in letter "a" of item II of the caput by the limited review report of the independent auditor is optional.

§ 4
The reports mentioned in item II of the caput, as well as the audit documentation, must be made available to the Central Bank of Brazil, for at least five years, or for a longer period as a result of express determination by this agency." (NR)

"Art.
26. The independent auditor, in addition to the provisions of this Resolution, must observe the
standards, regulations and procedures emanating from the Securities and Exchange Commission (CVM), the Federal Council of Accounting and the Institute of Independent Auditors of Brazil with regard to:

..................................................................................................................." (NR)

"Art.
27. The independent auditor must:

I - grant access to the Central Bank of Brazil, at any time, including by providing printed or digital copies, to audit documentation, as well as to any other documents that served as the basis or evidence for the issuance of the reports prepared in accordance with art. 21, item II, upon formal request, within the scope of the attributions of the said agency, observing the limits provided for in the current legislation;

II - formally communicate to the Central Bank of Brazil:

..................................................................................................................." (NR)

"Art.
41. ...........................................................................................................

Sole
Paragraph. In the case of appointment of members of the audit committee before December 31, 2024, the necessary statutory adaptations must be previously carried out to comply with the provisions of arts. 9 and 10 of this Resolution." (NR)

"Art.
41-A. Financial institutions and other institutions authorized to operate by the Central Bank of Brazil must register or update in the Information System on Entities of Interest of the Central Bank (Unicad), by July 31, 2023, the registration data relating to providers of independent audit services with a contract in force, in the manner provided for in art. 37." (NR)

Art. 3 This Resolution enters into force:

I - on July 1, 2023, with respect to the changes in art. 8 of BCB Resolution No. 130, of 2021; and

II - on June 1, 2023, with respect to the other provisions.

Otávio Ribeiro Damaso
Director of Regulation