BCB Resolution No. 432 — Dispenses on the remuneration policy for administrators of securities and currency brokerage firms, securities distribution companies, consortium administrators, payment institutions, and virtual asset service providers

BCB RESOLUTION NO. 432,
OF NOVEMBER 13, 2024

Dispenses on the remuneration policy for administrators of securities brokerage firms, securities distribution companies, currency brokerage firms, consortium administrators, and payment institutions authorized to operate by the Central Bank of Brazil.

Dispenses on the remuneration policy for administrators of securities brokerage firms, securities distribution companies, currency brokerage firms, consortium administrators, payment institutions, and virtual asset service providers authorized to operate by the Central Bank of Brazil. (Wording given by BCB Resolution No. 552, of 3/3/2026.)

The Collegiate Board of the Central Bank of Brazil, in a session held on November 13, 2024, based on arts. 9º-A, caput, item I, of Law No. 4.728, of July 14, 1965, 6º and 7º, caput, item III, of Law No. 11.795, of October 8, 2008, 9º, caput, items II and IX, letter “b”, and 15 of Law No. 12.865, October 9, 2013,

R E S O L V E S:

CHAPTER I
OF THE OBJECT AND SCOPE OF APPLICATION

Art. 1º This Resolution dispenses on the remuneration policy for administrators of securities brokerage firms, securities distribution companies, currency brokerage firms,~~ consortium administrators, and payment institutions authorized to operate by the Central Bank of Brazil.

Art.
1º This Resolution dispenses on the remuneration policy for administrators of securities brokerage firms, securities distribution companies, currency brokerage firms, consortium administrators, payment institutions, and virtual asset service providers authorized to operate by the Central Bank of Brazil. (Wording given by BCB Resolution No. 552, of 3/3/2026.)

CHAPTER II
DEFINITIONS

Art.
2º For the purposes of this Resolution, the following are considered:

I

• administrators:

a) the directors and members of the board of directors of corporations; and

b) the administrators of limited liability companies;

II

• realized recurring profit: the accounting net profit of the period adjusted by
  unrealized results and free of the effects of non-recurring events controllable by the institution; and

III

• remuneration: the payment made in cash, shares, equity-based instruments, and
  other assets, in return for work performed for the institution by administrators, comprising fixed remuneration, represented by salaries, fees, and commissions, and variable remuneration, consisting of bonuses, profit sharing in the form of art. 152, § 1º, of Law No. 6.404, of December 15, 1976, and other incentives associated with performance.

CHAPTER III
OF THE REMUNERATION POLICY

Section I
General Criteria

Art. 3º The institutions mentioned in art. 1º must implement and maintain an administrator remuneration policy compatible with the nature, size, complexity, structure, risk profile, and business model of the institution, in such a way as not to incentivize behaviors that increase risk exposure above levels considered prudent in the short, medium, and long-term strategies adopted by the institution.

Sole paragraph. The administrator remuneration policy referred to in the caput must be implemented based on transparent criteria that prevent any form of discrimination, in particular those based on sex, sexual orientation, gender identity, ethnicity, race, color, age, or religion, among others.

Art. 4º The remuneration of administrators of internal control and risk management areas, those responsible for activities related to the compliance function, and members of the internal audit team must be:

I - adequate to attract qualified and experienced professionals; and

II - determined independently of the performance of business units, so as not to generate conflicts of interest.

Sole paragraph. The performance measures of administrators of internal control and risk management areas, those responsible for activities related to the compliance function, and members of the internal audit team must be based on the achievement of the objectives of their own functions and not on the performance of the units they control or evaluate.

Art.
5º The remuneration policy must be approved by the board of directors.

Art.
6º The board of directors is responsible for the administrator remuneration policy, and must supervise the planning, operation, control, and review of said policy.

Section II
Variable Remuneration

Art.
7º The payment by way of variable remuneration to administrators may be made in cash, shares, equity-based instruments, or other assets, in proportion to the level of responsibility and the activity of the administrator.

Art. 8º The institutions mentioned in art.
1º that make payments by way of variable remuneration must implement the remuneration policy so that the proportion between fixed remuneration and variable remuneration is balanced.

Sole paragraph. The proportion referred to in the caput must be defined in such a way as to allow for the reduction, including full, of the variable remuneration portion.

Art.
9º The institutions mentioned in art.
1º that make payments by way of variable remuneration to their administrators must consider, at a minimum, the following factors:

I

• in the definition of the global amount and allocation of remuneration:

a) current and potential risks, as defined in current regulation;

b) the overall result of the institution, particularly realized recurring profit;

c) the performance of the institution as a whole;

d) the institution's cash flow generation capacity;

e) the economic environment in which the institution is embedded and its trends; and

f) sustainable long-term financial bases and adjustments to future payments based on assumed risks, fluctuations in the cost of capital, and liquidity projections; and

II

• in the payment of variable remuneration to each administrator:

a) their individual performance;

b) the performance of the business unit in which they operate;

c) the performance of the institution as a whole; and

d) the relationship between the performances mentioned in letters “a”, “b”, and “c” and the assumed risks.

Sole paragraph. For the application of the provisions in the caput**,** the performance of the considered factor must include economic-financial and qualitative metrics.

Art.
10. At least 50% (fifty percent)
of variable remuneration must be paid in shares, equity-based instruments, or other assets compatible with the creation of long-term value and with the risk time horizon.

§
1º For institutions that do not have shares traded on the market and that do not issue equity-based instruments, the payments referred to in the caput must be based on the variation occurring in the book value of their net equity, free of the effects of transactions made with owners.

§
2º For the purposes of the provisions in the caput, the institution must evaluate shares, equity-based instruments, or other assets used to pay variable remuneration at fair value.

§
3º The provisions of this article do not apply to administrators whose variable remuneration is less than 10% (ten percent) of their total remuneration.

Art.
11. At least 40% (forty percent)
of variable remuneration must be deferred for future payment, and this percentage must increase according to the administrator's level of responsibility.

§
1º The deferral period must be at least three years, and established based on the risks and the administrator's activity.

§
2º Payments must be made in a staggered manner in installments proportional to the deferral period.

§
3º In the event of a significant reduction in realized recurring profit or the occurrence of a negative result for the institution or business unit during the deferral period, the deferred installments not yet paid must be reversed proportionally to the reduction in the result.

§
4º The provisions of this article do not apply to administrators whose variable remuneration is less than 10% (ten percent) of their total remuneration.

Art.
12. The institutions mentioned in art.
1º registered as open companies must take necessary measures to ensure that administrators covered by this Resolution do not use personal protection or compensation mechanisms with the objective of mitigating the risks embedded in their variable remuneration.

Section III
Extraordinary Payments

Art. 13. Contracts with clauses for payments exceeding those provided in current legislation, linked to the separation of administrators, must be compatible with value creation and long-term risk management.

Sole paragraph. The payments referred to in the caput must be related to the performance obtained over time.

Art.
14. The guarantee of payment of a minimum
value of bonuses or other incentives to administrators may only occur on an exceptional basis, upon the hiring or transfer of administrators to another area, city, or company within the same conglomerate, limited to the first year after the event that gave rise to the guarantee.

CHAPTER IV
OF THE REMUNERATION COMMITTEE

Section I
Mandatory Nature

Art. 15. Must constitute a statutory body denominated “remuneration committee” the institutions mentioned in art. 1º that:

I

• are registered as open companies;

II

• are leaders of prudential conglomerates classified in Segment 1 – S1, in
  Segment 2 – S2, or in Segment 3 – S3, according to specific regulation; or

III

• meet the criteria provided in specific regulation for
  classification in S1, S2, or S3.

§
1º The provisions in the caput also apply to:

I

• institutions mentioned in art. 1º not registered as open companies that are leaders of prudential conglomerates integrated by an institution registered as an open company that does not have a remuneration committee constituted in accordance with this Resolution; and

II

• payment institution leaders of prudential conglomerate 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, exceeding 0.1% (one tenth of one percent) of Brazil's Gross Domestic Product.

§ 2º The remuneration committee of the institutions mentioned in the caput and § 1º is responsible for fulfilling the duties and responsibilities provided in this Resolution, regarding other institutions authorized to operate by the Central Bank of Brazil that are part of the prudential conglomerate.

§ 3º The responsibility mentioned in § 2º does not apply to institutions in the prudential conglomerate that, voluntarily or by virtue of legal, regulatory, statutory, or contractual provisions, constitute a remuneration committee in the manner provided in this Resolution.

§
4º Institutions mentioned in the caput that are part of a prudential conglomerate whose leader institution constitutes a remuneration committee in accordance with this Resolution are exempt from constituting their own remuneration committee.

§
5º The institutions mentioned in the caput and § 1º must have the remuneration committee fully operational by March 31 of the following fiscal year after the one in which they meet the criteria that imply the mandatory constitution of that statutory body.

§
6º For the purposes of item II of § 1º, Brazil's Gross Domestic Product 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.

Section II
Composition and Term

Art.
16. The remuneration committee must:

I

• be composed of at least three members;

II

• have at least one non-administrator member in its composition; and

III

• have members in its composition with the qualifications and experience
  necessary to exercise competent and independent judgment on the administrator remuneration policy of the institution, including on the repercussions of this policy on risk management.

Art.
17. The term of office of the members of the
remuneration committee must be up to ten years.

§
1º A term of less than ten years may be extended up to the limit provided in the caput.

§
2º Having fulfilled the maximum term provided in the caput, a member of the remuneration committee may only return to integrate such a body in the same institution after at least three years have passed from the end of their previous term.

Section III
Duties

Art. 18. The duties of the remuneration committee include, in addition to those established in the institution's bylaws or articles of association:

I

• propose to the board of directors:

a) the administrator remuneration policy of the institution, providing for the various forms of fixed and variable remuneration, as well as special recruitment and separation benefits and programs; and

b) the amount of global remuneration of administrators to be submitted to the general assembly, in accordance with current legislation;

II

• supervise the implementation and operation of the administrator remuneration policy of the institution;

III

• review the administrator remuneration policy of the institution annually, recommending corrections or improvements to the board of directors;

IV

• evaluate future scenarios, internal and external, and their possible impacts on the administrator remuneration policy;

V

• analyze the administrator remuneration policy of the institution in relation to market practices, with the aim of identifying significant discrepancies relative to similar companies, proposing necessary adjustments; and

VI

• ensure that the administrator remuneration policy remains permanently compatible with the risk management policy, the current and expected financial goals and situation of the institution, and the provisions of this Resolution.

Art. 19. The remuneration committee must work jointly with the institution's risk committee or, in its absence, with the director responsible for risk management activities, according to specific regulation, in the evaluation of incentives created by the administrator remuneration policy.

Section IV
Remuneration Committee Report

Art. 20. The remuneration committee must prepare, annually, within a period of up to ninety days, relative to the base date of December 31, a document called “remuneration committee report”, containing, at a minimum, the following information:

I

• description of the composition and duties of the remuneration committee;

II

• activities performed within the scope of its duties during the period;

III

• description of the decision-making process adopted to establish the administrator remuneration policy;

IV

• main characteristics of the administrator remuneration policy, covering the criteria used to measure performance and risk adjustment, the relationship between remuneration and performance, the remuneration deferral policy, and the parameters used to determine the percentage of remuneration in cash and other forms of remuneration;

V

• description of modifications to the administrator remuneration policy made during the period and their implications on the institution's risk profile and on the administrators' behavior regarding risk assumption; and

VI

• consolidated quantitative information on the remuneration structure of administrators, indicating:

a) the amount of remuneration for the year, separated into fixed and variable remuneration, and the number of beneficiaries;

b) the amount of benefits granted and the number of beneficiaries;

c) the amount and form of variable remuneration, separated into remuneration in cash, shares, equity-based instruments, and others;

d) the amount of remuneration that was deferred for payment in the year, separated into remuneration paid and remuneration reduced due to adjustments in the institution's performance;

e) the amount of payments related to the recruitment of new administrators and the number of beneficiaries;

f) the amount of payments related to separations carried out during the year, the number of beneficiaries, and the largest payment made to a single person;

g) the percentages of fixed remuneration, variable remuneration, and benefits granted, calculated in relation to the period's profit; and

h) the percentages of fixed remuneration, variable remuneration, and benefits granted, calculated in relation to net equity.

Sole paragraph. The document mentioned in the caput must present the information defined in this article for each of the institutions under the responsibility of the respective remuneration committee.

Section V
Dissolution

Art. 21. The institutions mentioned in art.
15 may only dissolve the remuneration committee when:

I

• the institution ceases to present the conditions contained in art. 15; and

II

• the remuneration committee has fulfilled its duties regarding the fiscal years in which its operation was required.

Sole paragraph. The Central Bank of Brazil may determine the reconstruction of the remuneration committee in exceptional situations, provided they are duly justified.

Section VI
General Provisions

Art. 22. The institutions mentioned in art. 1º must guarantee adequate conditions for the functioning of the remuneration committee.

Art.
23. The number of members, the criteria for appointment, dismissal, and remuneration, the term of office, and the duties of the remuneration committee must be stated in the institution's bylaws or articles of association.

Art.
24. The remuneration committee must
report directly to the board of directors.

Sole paragraph. It is the responsibility of the institution's board of directors to ensure that members of the remuneration committee meet the requirements established by this Resolution.

CHAPTER V
GENERAL PROVISIONS

Art.
25. The institutions mentioned in art.
1º that are not obliged to constitute a remuneration committee must prepare an annual report, within a period of up to ninety days, relative to the base date of December 31, containing, at a minimum, the information indicated in art. 20, caput, items III and IV.

Art.
26. For the institutions mentioned in art.
1º that do not have a remuneration committee, the duties provided in this Resolution must be attributed to the board of directors.

Art.
27. For the institutions mentioned in art.
1º that do not have a board of directors, the duties and competencies provided in this Resolution must be attributed to the institution's management.

Art. 28. The responsibilities, duties, and competencies of the board of directors, the remuneration committee, and the institution's management defined in this Resolution cannot be delegated.

Art. 29. The institutions mentioned in art.
1º must keep the reports referred to in this Resolution available to the Central Bank of Brazil for a minimum period of five years.

Art. 30. The Central Bank of Brazil may:

I

• request, at any time, additional information to that provided in the reports referred to in this Resolution;

II

• request, at any time, that the institutions mentioned in art. 1º demonstrate that the incentives provided within their administrator remuneration system adequately consider risk management aspects, capital adequacy, and liquidity; and

III

• determine the necessary measures to compensate for any additional risk resulting from the inadequacy of the administrator remuneration policy implemented by the institution, including the review of said policy or the increase in capital requirements.

CHAPTER VI
TRANSITIONAL AND FINAL PROVISIONS

Art.
31. The institutions mentioned in art.
1º that, on the effective date of this Resolution, were not obliged to implement the administrator remuneration policy must carry out the necessary procedures to comply with the provisions of this Resolution by December 31, 2025.

Sole paragraph. The remuneration policy approved in accordance with the caput must be applied starting from the 2026 fiscal year.

Art.
32. The institutions mentioned in art.
15 that, on the effective date of this Resolution, were not obliged to constitute a remuneration committee must have it fully operational by December 31, 2025.

Art.
33. The institutions mentioned in art.
1º with a remuneration committee already constituted must make the necessary adaptations to their bylaws to operate in the manner provided in this Resolution by July 1, 2025.

Art. 34. The institutions mentioned in art.
1º that, on the date prior to the start of the effectiveness of this Resolution, were not obliged to implement the administrator remuneration policy must apply the provisions of arts. 10 and 11 of this Resolution in a phased manner, according to the following schedule:

I

• 50% (fifty percent) of the limits, starting from January 1, 2026;

II

• 75% (seventy-five percent) of the limits, starting from January 1, 2027; and

III

• 100% (one hundred percent) of the limits, starting from January 1, 2028.

Art.
35. BCB Resolution No. 93, of May 6,
2021, published in the Official Gazette of the Union on May 10, 2021, shall now be in effect with the following alterations:

“Art. 14. ....................................................................................................................

IV - the attributes and prohibitions applicable to members of the audit team, as defined in Section III of Chapter II of this Resolution;

.........................................................................................................................” (NR)

Art.
36. The following are revoked:

I

• art. 8º of BCB Resolution No. 65, of January 26, 2021, published in the
  Official Gazette of the Union on January 28, 2021; and

II

• art. 9º of BCB Resolution No. 93, of May 6, 2021, published in the Official
  Gazette of the Union on May 10, 2021.

Art. 37. This Resolution enters into force on January 1, 2025.

OTÁVIO
RIBEIRO DAMASU
Director of
Regulation