Circular No. 3,611

The Collegiate Board of the Central Bank of Brazil, in a session held on 31 October 2012, having regard to the provisions of art. 9 of Resolution No. 4,122 of 2 August 2012,

R E S O L V E S :

Art. 1 The processes of election or appointment to hold positions in statutory or contractual bodies of financial institutions and of the other institutions authorized to operate by the Central Bank of Brazil, except consortium administrators and credit cooperatives, must be instructed by means of an application addressed to the Department of Organization of the Financial System (Deorf), accompanied by the following documentation, as applicable, without prejudice to the other requirements set forth in Resolution No. 4,122 of 2 August 2012:

• I - complete page of a copy of the newspapers containing the publication of the notice or announcement convening the general meeting, in the form of the law;

• II - two authentic copies of the minutes of the general meeting or of the meeting of the board of directors;

• III - two authentic copies of the instrument of amendment to the articles of association or of the minutes of the meeting or of the partners' meeting;

• IV - two authentic copies of the proof of appointment of legal representative of a branch, in the Country, of financial institutions headquartered abroad, legalized at a Brazilian consulate;

• V - two authentic copies of the translation, by a sworn public translator, of the document referred to in item IV, registered with the competent registry office of titles and documents;

• VI - declaration referred to in art. 4 of Regulation Annex II to Resolution No. 4,122 of 2012, signed by the elected or appointed person;

• VII - authorization, signed by the elected or appointed person, to the Secretariat of the Federal Revenue of Brazil and to the Central Bank of Brazil, as per art. 4 of Regulation Annex II to Resolution No. 4,122 of 2012, for exclusive use in the respective process;

• VIII - declaration, justified and signed by the institution, that the elected or appointed person meets the technical qualification requirement dealt with in art. 5 of Regulation Annex II to Resolution No. 4,122 of 2012;

• IX - complete pages of newspapers containing the publications, by the elected or appointed person, of the statement of purpose referred to in art. 6 of Regulation Annex II to Resolution No. 4,122 of 2012;

• X - curriculum vitae of the elected or appointed person, waived when it concerns:

  • a) statutory or contractual member with a term in force at the institution or at another institution belonging to the financial conglomerate;

  • b) fiscal council member;

  • c) advisory council member;

  • d) member of the audit committee that does not fall under art. 12, § 2, of the Regulation Annex to Resolution No. 3,198 of 27 May 2004;

  • e) liquidator of an institution subject to ordinary liquidation regime;

• XI - declaration, justified and signed by the institution, that the person elected to the position of member of the audit committee dealt with in art. 12, § 2, of the Regulation Annex to Resolution No. 3,198 of 2004, has proven knowledge in the areas of accounting and auditing that qualify him for the function.

§ 1 The provisions of this article do not apply to federal public financial institutions, which must make available, in the Information System on Entities of Interest to the Central Bank (Unicad), the data required under the complementary regulation to Circular No. 3,165 of 4 December 2002, without prejudice to providing, to the Deorf component to which the institution is linked, a copy of the corporate acts that deliberated on the respective election or appointment.

§ 2 In the document dealt with in item VI of the caput, the institution must declare that it has conducted research regarding the elected or appointed person in public and private registration and information systems, being responsible for the veracity of the information provided by him.

§ 3 The documents dealt with in this article, when signed by the institution, must be signed by administrators whose representativeness is recognized by the articles of association or by the social contract.

Art. 2 The statement of purpose referred to in art. 6 of Regulation Annex II to Resolution No. 4,122 of 2012, must be prepared in the form defined by Deorf and published on two dates in the economics section or equivalent of a newspaper of large circulation, in the locations of the institution's headquarters and of domicile of the elected or appointed persons to the positions of board of directors member, director or managing partner.

§ 1 For purposes of disclosure of public notice, the institution must transmit the text of the statement of purpose to the Central Bank of Brazil in the form defined by Deorf.

§ 2 The deadline for submission, to the Central Bank of Brazil, of objections by the public, as a result of the publication of the statement of purpose, shall be 15 (fifteen) days counted from the date of disclosure of the respective notice.

§ 3 Deorf may determine the republication of the statement of purpose if it understands that the newspaper in which it was originally published does not meet the objective of the disclosure.

Art. 3 The information relating to the dates of inauguration, resignation and termination, as well as temporary absences exceeding 15 (fifteen) days, of the holders of statutory or contractual positions in the institutions referred to in art. 1, must be communicated to the Central Bank of Brazil within a maximum period of 5 (five) business days counted from the date of the event.

Sole paragraph. The information dealt with in this article must be recorded directly in Unicad, according to procedures established in the rules relating to the referred system.

Art. 4 Deorf is authorized to establish document models for instructing the processes dealt with in this Circular.

Art. 5 Arts. 7 and 12 of Circular No. 3,502 of 26 July 2010, shall come into force with the following wording:

“Art. 7 ............................................

§ 1º In the requests relating to item I, subitem "a", of art. 6 of this Circular, the examination is conditioned upon the publication of a statement of purpose by the administrators of the cooperative, as established in art. 12 of this Circular.

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

“Art. 12. The statement of purpose referred to in art. 6 of Regulation Annex II to Resolution No. 4.122, of 2 August 2012, relating to administrators of freely admitted credit unions, must be published on two dates, in the business section or equivalent of a newspaper or newspapers of large circulation, in the locations of the institution's headquarters and of the domicile of the administrators involved.

§ 1º ................................................

§ 2º The publication of the statement of purpose is waived when the administrator has been previously approved by the Central Bank of Brazil in a regular process containing the said publication, except for any determination to the contrary, as provided in art. 6, sole paragraph, item I, of Regulation Annex II to Resolution No. 4.122, of 2012.

§ 3º For the purpose of disclosing a public notice, the institution must transmit the text of the statement of purpose to the Central Bank of Brazil, in the manner defined by Deorf.

§ 4º The deadline for the public to submit objections to the Central Bank of Brazil, as a result of the publication of the statement of purpose, shall be 15 (fifteen) days counted from the date of disclosure of the respective Notice.” (NR)

Art. 6º Items 19 to 22 of the Annex to Circular No. 3.502, of 2010, shall take effect with the following wording:

“19 - statement referred to in art. 4 of Regulation Annex II to Resolution No. 4.122, of 2 August 2012, signed by the elected person. In this document, the institution must declare that it has conducted research regarding the elected person in public and private registration and information systems, and shall be responsible for the veracity of the information provided by him;

20 - authorization, signed by the elected person, to the Secretariat of the Federal Revenue of Brazil, for the supply, to the Central Bank of Brazil, of a copy of his Annual Adjustment Declarations of the Personal Income Tax, as established in the regulation in force;

21 - authorization, signed by the elected person, for the Central Bank of Brazil to have access to information about him contained in any public or private registration and information system, as established in the regulation in force;

22 - declaration, justified and signed by the institution, that the elected or appointed person meets the requirement referred to in art. 5 of Regulation Annex II to Resolution No. 4.122, of 2012, waivable when it concerns a director or board member with a term in force at the cooperative, a fiscal council member, and a liquidator;” (NR)

Art. 7º This Circular enters into force on the date of its publication.

Art. 8º Circulars Nos. 3.172, of 30 December 2002, and 3.311, of 2 February 2006, and items I and II of the caput of art. 12 and art. 23 of Circular No. 3.502, of 26 July 2010, are revoked. Luiz Awazu Pereira da Silva Sidnei Correa Marques Director of Regulation of the Financial System Director of Organization of the Financial System and Control of Rural Credit Operations