BCB Resolution No. 331 — Establishes the Social, Environmental and Climate Responsibility Policy (PRSAC) for Type 3 Institutions and Actions for its Effectiveness

BCB RESOLUTION NO. 331, OF JUNE 27, 2023

Dispenses with the Social, Environmental and Climate Responsibility Policy (PRSAC) to be established by a prudential conglomerate classified as Type 3 and with actions aimed at its effectiveness.

Dispenses with the Social, Environmental and Climate Responsibility Policy – PRSAC to be established by an institution classified as Type 3 and with actions aimed at its effectiveness. (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

The Collegiate Board of the Central Bank of Brazil, in a session held on June 27, 2023, based on arts. 6, § 1, 9, items II and IX, 15 of Law No. 12,865, of October 9, 2013, and taking into account the provisions of art. 14 of Resolution No. 4,282, of November 4, 2013,

R E S O L V E:

Art. 1. This Resolution dispenses with the Social, Environmental and Climate Responsibility Policy (PRSAC) to be established by a prudential conglomerate classified as Type 3 and with actions aimed at its effectiveness.

Art. 1. This Resolution dispenses with the Social, Environmental and Climate Responsibility Policy – PRSAC to be established by an institution classified as Type 3 and with actions aimed at its effectiveness. (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

CHAPTER I
OF THE OBJECT AND SCOPE OF APPLICATION

Art. 2. The leading institution of a prudential conglomerate classified as Type 3 and framed in Segment 2 (S2), Segment 3 (S3), Segment 4 (S4) or Segment 5 (S5), as provided for in BCB Resolution No. 197, of March 11, 2022, must establish the PRSAC and implement actions aimed at its effectiveness, under the terms of this Resolution.

Art. 2. The Type 3 institution framed in Segment 2 – S2, Segment 3 – S3, Segment 4 – S4 or Segment 5 – S5, as provided for in BCB Resolution No. 436, of November 28, 2024, must establish the PRSAC and implement actions aimed at its effectiveness, under the terms of this Resolution. (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

Sole paragraph. The PRSAC and the actions referred to in the main text must be:

I - proportional to the business model, the nature of operations and the complexity of the products, services, activities and processes of the conglomerate; and

I - proportional to the business model, the nature of operations and the complexity of the products, services, activities and processes of the institution; and (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

II - adequate to the size and relevance of exposure to social risk, environmental risk and climate risk, as provided for in BCB Resolution No. 265, of November 25, 2022.

CHAPTER II
OF THE SOCIAL, ENVIRONMENTAL AND CLIMATE RESPONSIBILITY POLICY (PRSAC) AND ACTIONS AIMED AT ITS EFFECTIVENESS

Art. 3. For the purposes of this Resolution, the PRSAC consists of a set of principles and guidelines of a social nature, an environmental nature and a climate nature to be observed by the prudential conglomerate classified as Type 3 in conducting its business, activities and processes, as well as in its relationship with stakeholders.

Art. 3. For the purposes of this Resolution, the PRSAC consists of a set of principles and guidelines of a social nature, an environmental nature and a climate nature to be observed by the institution in conducting its business, activities and processes, as well as in its relationship with stakeholders. (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

§ 1. For the purposes of this Resolution, it is considered:

I - social nature, respect, protection and promotion of fundamental rights and guarantees and of common interest;

II - common interest, interest associated with a group of people legally or factually linked by the same cause or circumstance, when not related to the environmental nature or the climate nature;

III - environmental nature, preservation and repair of the environment, including its recovery, when possible;

IV - climate nature, the positive contribution of the conglomerate:

IV - climate nature, the positive contribution of the institution: (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

a) in the transition to a low-carbon economy, in which the emission of greenhouse gases is reduced or compensated and the natural mechanisms for capturing these gases are preserved; and

b) in the reduction of impacts caused by frequent and severe weather events or by long-term environmental changes, which may be associated with changes in climate patterns; and

V - stakeholders:

a) customers and users of the conglomerate's products and services;

a) customers and users of the offered products and services; (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

b) the internal community of the conglomerate;

b) the internal community of the institution; (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

c) the suppliers and relevant outsourced service providers of the conglomerate;

c) the suppliers and relevant outsourced service providers; (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

d) investors in securities issued by an institution integrated into the conglomerate; and

d) investors in securities issued by the institution; and (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

e) other people impacted by the products, services, activities and processes of the conglomerate, according to criteria defined by the leading institution.

e) other people impacted by the products, services, activities and processes of the institution, according to criteria defined by it. (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

§ 2. For the purposes of establishing the PRSAC, the following must be considered:

I - the impact of a social nature, an environmental nature or a climate nature of the activities and processes of the conglomerate, as well as of the products and services offered by it;

I - the impact of a social nature, an environmental nature or a climate nature of the activities and processes of the institution, as well as of the products and services offered by it; (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

II - the strategic objectives of the conglomerate, as well as business opportunities related to aspects of a social nature, an environmental nature and a climate nature; and

II - the strategic objectives of the institution, as well as business opportunities related to aspects of a social nature, an environmental nature and a climate nature; and (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

III - the competitiveness conditions and the regulatory environment in which the conglomerate operates.

III - the competitiveness conditions and the regulatory environment. (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

Art. 4. The actions referred to in art. 2 must be continuously monitored and evaluated regarding their contribution to the effectiveness of the PRSAC.

Sole paragraph. For the purposes of the evaluation referred to in the main text, clear and verifiable criteria must be established.

CHAPTER III
OF GOVERNANCE

Art. 5. The leading institution of the prudential conglomerate classified as Type 3 must indicate a director responsible for compliance with the provisions of this Resolution.

Art. 5. The institution must indicate a director responsible for compliance with the provisions of this Resolution. (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

§ 1. The duties of the director mentioned in the main text include:

I - providing support and participating in the decision-making process related to the establishment and revision of the PRSAC, assisting the board of directors;

II - implementing actions aimed at the effectiveness of the PRSAC;

III - monitoring and evaluating the implemented actions;

IV - improving the implemented actions, when eventual deficiencies are identified; and

V - adequate and reliable disclosure of the information referred to in art. 10.

§ 2. Provided that the absence of conflict of interest is ensured, it is admitted that the director referred to in the main text performs other functions in the institution, including, when applicable, responsibility for the disclosure of information under the terms of BCB Resolution No. 265, of 2022.

§ 3. The institution's bylaws, or equivalent, must expressly provide for the duties of the director referred to in the main text.

§ 4. The institution must designate the director referred to in the main text to the Central Bank of Brazil.

Art. 6. The constitution of a social, environmental and climate responsibility committee, linked to the board of directors, is:

I - mandatory, for a prudential conglomerate classified as Type 3 and framed in S2; and

I - mandatory, for an institution framed in S2; and (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

II - optional, for a prudential conglomerate classified as Type 3 and framed in S3, S4 or S5.

II - optional, for an institution framed in S3, S4 or S5. (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

§ 1. The duties of the committee referred to in the main text include:

I - proposing recommendations to the board of directors regarding the establishment and revision of the PRSAC;

II - evaluating the degree of adherence of the implemented actions to the PRSAC and, when necessary, proposing improvement recommendations; and

III - keeping records of the recommendations referred to in items I and II.

§ 2. The composition of the committee referred to in the main text must be disclosed on the institution's website.

§ 3. The social, environmental and climate responsibility committee must coordinate its activities with the risk committee, as provided for in BCB Resolution No. 265, of 2022, in order to facilitate the exchange of information.

§ 4. Provided that the absence of conflict of interest is ensured and the provisions of §§ 2 and 3 are observed, it is admitted that the duties of the social, environmental and climate responsibility committee, as provided for in § 1, are assigned to another committee constituted by the institution.

§ 5. In the event of not constituting the committee referred to in the main text and not observing the provisions of § 4, the management of an institution framed in S3, S4 or S5 must assume the duties mentioned in § 1.

Art. 7. It is the responsibility of the board of directors of the leading institution of a prudential conglomerate classified as Type 3, for the purposes of the provisions of this Resolution:

Art. 7. It is the responsibility of the board of directors for the purposes of the provisions of this Resolution: (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

I - approve and revise the PRSAC, with the assistance of the director referred to in art. 5 and the social, environmental and climate responsibility committee;

II - ensure the conglomerate's adherence to the PRSAC and to actions aimed at its effectiveness;

II - ensure the institution's adherence to the PRSAC and to actions aimed at its effectiveness; (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

III - ensure the compatibility and integration of the PRSAC with other policies established by the conglomerate, including, when existing, credit policies, human resources management policies, risk management policies, capital management policies and compliance policies;

III - ensure the compatibility and integration of the PRSAC with other policies established by the institution, including, when existing, credit policies, human resources management policies, risk management policies, capital management policies and compliance policies; (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

IV - ensure the timely correction of deficiencies related to the PRSAC;

V - establish the organization and duties of the social, environmental and climate responsibility committee;

VI - ensure that the remuneration structure adopted by the conglomerate does not incentivize behaviors incompatible with the PRSAC; and

VI - ensure that the remuneration structure adopted by the institution does not incentivize behaviors incompatible with the PRSAC; and (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

VII - promote the internal dissemination of the PRSAC and actions aimed at its effectiveness.

§ 1. The revision of the PRSAC referred to in the main text, item I, must be carried out at least every three years or upon the occurrence of events considered relevant by the institution, including:

I - offering of new relevant products or services of the conglomerate;

I - offering of new relevant products or services; (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

II - relevant modifications in the products, services, activities or processes of the conglomerate;

II - relevant modifications in the products, services, activities or processes; (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

III - significant changes in the business model of the conglomerate;

III - significant changes in the business model; (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

IV - significant corporate reorganizations;

V - political, legal, regulatory, technological or market changes, including significant changes in consumption preferences, which impact the conglomerate's business in a relevant way, both positively and negatively; and

V - political, legal, regulatory, technological or market changes, including significant changes in consumption preferences, which impact the institution's business in a relevant way, both positively and negatively; and (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

VI - relevant changes regarding the provisions of art. 2, sole paragraph, item II.

§ 2. In the absence of a board of directors, the duties attributed to it by this Resolution apply to the institution's management.

Art. 8. It is the responsibility of the management of the institutions integrated into a prudential conglomerate classified as Type 3 to conduct their activities in accordance with the PRSAC and with the actions implemented aimed at its effectiveness.

Art. 8. It is the responsibility of the institution's management to conduct its activities in accordance with the PRSAC and with the actions implemented aimed at its effectiveness. (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

Art. 9. The processes related to the establishment of the PRSAC and the implementation of actions aimed at its effectiveness must be periodically evaluated by the internal audit of the institutions integrated into a prudential conglomerate classified as Type 3.

Art. 9. The processes related to the establishment of the PRSAC and the implementation of actions aimed at its effectiveness must be periodically evaluated by the internal audit of the institution. (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

CHAPTER IV
OF INFORMATION DISCLOSURE

Art. 10. The following information must be disclosed to the external public, in a single and easily identifiable location on the website of the leading institution of a prudential conglomerate classified as Type 3, on the internet:

Art. 10. The following information must be disclosed to the external public, in a single and easily identifiable location on the institution's website, on the internet: (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

I - mandatory, the PRSAC;

II - mandatory, the actions implemented aimed at the effectiveness of the PRSAC, as well as the criteria for its evaluation;

III - mandatory, when existing:

a) the list of economic sectors subject to restrictions on business conducted by institutions integrated into the conglomerate due to aspects of a social nature, an environmental nature or a climate nature;

a) the list of economic sectors subject to restrictions on business conducted by the institution due to aspects of a social nature, an environmental nature or a climate nature; (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

b) the list of products and services offered by institutions integrated into the conglomerate that contribute positively to aspects of a social nature, an environmental nature or a climate nature;

b) the list of products and services offered by the institution that contribute positively to aspects of a social nature, an environmental nature or a climate nature; (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

c) the list of national or international pacts, agreements or commitments of a social nature, an environmental nature or a climate nature of which the institution of the conglomerate or, as the case may be, its foreign holding company, is a participant, when these obligations involve the Brazilian subsidiary; and

c) the list of national or international pacts, agreements or commitments of a social nature, an environmental nature or a climate nature of which the institution or, as the case may be, its foreign holding company, is a participant, when these obligations involve the Brazilian subsidiary; and (Wording given, from 1/1/2025, by BCB Resolution No. 447, of 12/19/2024.)

d) the mechanisms used to promote the participation of stakeholders, if included in the process of establishing and revising the PRSAC; and

IV - optional, the evaluation of the actions regarding their contribution to the effectiveness of the PRSAC.

Sole paragraph. The information disclosed under the terms of the main text must be promptly updated upon the occurrence of:

I - revision of the PRSAC;

II - relevant changes in the actions implemented aimed at the effectiveness of the PRSAC or in the criteria for its evaluation;

III - relevant changes in the information referred to in the main text, item III;

IV - relevant changes in the evaluation of the actions regarding their contribution to the effectiveness of the PRSAC, in the event of disclosure referred to in the main text, item IV; and

V - inconsistencies or errors in the previously disclosed information.

Art. 11. The PRSAC referred to in art. 2 must be unified for the institutions integrated into the same prudential conglomerate classified as Type 3.

Sole paragraph. The unified PRSAC and actions aimed at its effectiveness must consider aspects of a social nature, an environmental nature and a climate nature related to the conglomerate and to each institution individually.

CHAPTER V
OF FINAL PROVISIONS

Art. 12. Documentation related to the establishment of the PRSAC and the implementation of actions aimed at its effectiveness must be kept available to the Central Bank of Brazil for five years.

Art. 13. If inadequacy or insufficiency in the controls and procedures related to the establishment of the PRSAC and the implementation of actions aimed at its effectiveness is identified, the Central Bank of Brazil may order improvements.

Art. 14. BCB Resolution No. 265, of 2022, shall enter into force with the following alteration:

“Art. 67. ............................................................................................................

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XVI - conduct operational risk scenario analyses as provided for in art. 35, item VI and § 3;

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Art. 15. This Resolution enters into force:

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I - on the date of its publication, regarding Art. 14; and

II - on January 1,
2024, regarding the remaining provisions.

Otávio Ribeiro Damaso
Director of Regulation