CMN Resolution No. 4,910 — Provisions on the Provision of Independent Audit Services for Financial Institutions and Other Institutions Authorized by the Central Bank of Brazil

RESOLUTION

CMN NO. 4,910, OF MAY 27, 2021

Provisions on the provision of independent audit services for financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

The Central Bank of Brazil, in accordance with Article 9 of Law No. 4,595, of December 31, 1964, makes public that the National Monetary Council, in a session held on May 27, 2021, based on Articles 4, items VIII and XII, and 10, item XI, of the aforementioned Law,

R E S O L V E D:

CHAPTER I
OBJECT AND SCOPE OF APPLICATION

Article 1. This Resolution
provides for the provision of independent audit services for financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

Sole Paragraph. The provisions of this Resolution do not apply to consortium administrators and payment institutions, which must observe the regulations issued by the Central Bank of Brazil, in the exercise of their legal powers.

Sole Paragraph. The provisions of this Resolution do not apply to consortium administrators, payment institutions, securities brokerage firms, securities distribution firms, and foreign exchange brokerage firms, which must observe the regulations issued by the Central Bank of Brazil in the exercise of their legal powers. (Amended, effective 3/1/2024, by CMN Resolution No. 5,116, of 1/25/2024.)

CHAPTER II
INDEPENDENT AUDIT OF FINANCIAL STATEMENTS

Article 2. The financial statements,
including explanatory notes, individual and consolidated, annual, semi-annual, and interim, disclosed or published by the institutions mentioned in Article 1, by virtue of legal, regulatory, statutory, or contractual provisions, or voluntarily, must be audited by independent auditors registered with the Securities and Exchange Commission.

Sole Paragraph. The financial statements listed in the main text are exempt from the audit referred to in the main text:

I - those of microentrepreneur credit societies and small business lending companies;

II - those of capital and loan credit cooperatives; and

III - those of singular credit cooperatives relative to the base date of June 30.

CHAPTER III
INDEPENDENCE OF THE AUDITOR

Article 3. The engagement and maintenance of an independent auditor by the institutions mentioned in
Article 1 are prohibited if any of the following situations are established:

I - occurrence of any impediment or incompatibility hypotheses for the provision of independent audit services provided in regulations issued by the Securities and Exchange Commission or the Federal Council of Accountancy;

II - direct or indirect participation, by the independent auditor, technical manager, director, manager, supervisor, or any other member, with management functions, of the team involved in the audit work, in the capital of the audited institution, its holding company, or its affiliates, subsidiaries, or jointly controlled entities;

III - existence of active or passive operations contracted with the audited institution, its holding company, or its affiliates, subsidiaries, or jointly controlled entities, including through investment funds managed by them, of responsibility or with guarantee of the independent auditor, technical manager, director, manager, supervisor, or any other member, with management functions, of the team involved in the audit work at the institution;

IV - participation of technical manager, director, manager, supervisor, or any other member, with management functions, in the audit work of a successor firm, within a period shorter than that provided in Article 7; and

V - payment of fees and reimbursement of expenses of the independent auditor, related to the base year of the financial statements subject to audit, by the audited institution, alone, or together with its holding company or its affiliates, subsidiaries, or jointly controlled entities, with representativeness equal to or greater than 25% (twenty-five percent) of the total revenue of the independent auditor in that year.

§ 1. The establishment of the situations described in the main text, relative to the network firm to which the independent auditor belongs, also implies a prohibition on its engagement and maintenance.

§ 2. For the purposes of the provisions of this Resolution, the concept of network firm defined in the regulations issued by the Federal Council of Accountancy must be observed.

§ 3. The prohibition referred to in the main text regarding item III does not apply to credit operations conducted under conditions compatible with market conditions, including regarding limits, interest rates, grace periods, terms, required guarantees, and criteria for risk classification for the purpose of establishing provisions for losses and writing off as losses, without additional or differentiated benefits compared to operations contracted with other clients of the same profile of the respective institutions.

§ 4. The provisions of this article do not exempt the institutions mentioned in Article 1 and the independent auditors from verifying other situations that may affect the independence of the auditor.

§
5. If at any time a situation is found that may affect the
independence of the auditor, the institutions mentioned in Article 1 must provide for its regularization, which may imply the replacement of the independent auditor, without prejudice to the provisions of Article 6.

Article
4. The engagement by the institutions mentioned in Article 1 of technical managers, directors, managers, supervisors, or any other
members, with management functions, of the team involved in the audit work within the twelve months prior to engagement for positions related to services that constitute impediments or incompatibilities for the provision of independent audit services, or that may exercise influence on the administration of the institution, is prohibited.

Article 5. The institutions mentioned in Article 1 must require that the independent auditor prepare and adequately document its independence policy, which must be available to the Central Bank of Brazil and the audit committee of the audited institution, when installed, evidencing, in addition to the situations provided in this Resolution, other situations that may affect its independence, as well as the internal control procedures adopted to monitor, identify, and prevent its occurrence.

Article 5. Independent auditors
must prepare and adequately document their independence policy, which must be available to the Central Bank of Brazil and the audit committee of the audited institution, when installed, evidencing, in addition to the situations provided in this Resolution, other situations that may affect their independence, as well as the internal control procedures adopted to monitor, identify, and prevent its occurrence. (Amended, effective 5/1/2023, by CMN Resolution No. 5,067, of 4/20/2023.)

CHAPTER IV
PERIODIC SUBSTITUTION OF THE AUDITOR

Article 6. The institutions mentioned in the
Article 1 must proceed to the substitution of the technical manager, director, manager, supervisor, and any other member, with management functions, of the team
involved in the audit work, after reports have been issued regarding five complete and consecutive social years.

Sole Paragraph. For the purposes of calculation of the period provided in the main text, reports related to complete social years are those related to the financial statements of the base date of December 31.

Article 7. The institutions mentioned
in Article 1 must observe a minimum interval of three complete social years for the return of the technical manager, director, manager, supervisor, or any other member, with management functions, of the team involved in the audit work, counted from the date of substitution.

CHAPTER V
AUDIT COMMITTEE

Section I
Obligation

Article 8. Institutions must constitute a statutory body named "audit committee" financial institutions and other institutions authorized
to operate by the Central Bank of Brazil that:

I - are registered as publicly traded companies;

II - are leaders of prudential conglomerates classified in Segment 1 (S1), Segment 2 (S2), or Segment 3 (S3), according to specific regulations; or

III - meet the criteria provided in specific regulations for classification in S1, S2, and S3.

§ 1. The provisions of the main text also apply to institutions authorized to operate by the Central Bank of Brazil not registered as publicly traded companies that are leaders of prudential conglomerates integrated by an institution registered as a publicly traded company that does not have an audit committee constituted in accordance with this Resolution.

§ 2. The audit committee of the institutions mentioned in the main text and § 1 is responsible for compliance with 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 or the credit cooperative system.

§ 2. The audit committee of the institutions mentioned in the main text, item II, and § 1 is responsible for compliance with 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. (Amended, effective 5/1/2023, by CMN Resolution No. 5,067, of 4/20/2023.)

§ 3. The provisions of § 2 do not apply to institutions of the prudential conglomerate or the credit cooperative system that, voluntarily or by virtue of legal, regulatory, statutory, or contractual provisions, constitute an audit committee in the manner provided in this Resolution.

§ 4. Institutions mentioned in the main text are exempt from constituting their own audit committee:

§ 4. Institutions mentioned in the main text 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. (Amended, effective 5/1/2023, by CMN Resolution No. 5,067, of 4/20/2023.)

I - members of a prudential conglomerate whose leading institution constitutes an audit committee in accordance with this Resolution; and

I - (Revoked, effective 5/1/2023, by CMN Resolution No. 5,067, of 4/20/2023.)

II - members of a credit cooperative system that constitutes an audit committee in accordance with this Resolution.

II - (Revoked, effective 5/1/2023, by CMN Resolution No. 5,067, of 4/20/2023.)

§ 5. The institutions mentioned in the main text and § 1 must have the audit committee fully operational by March 31 of the year following the year in which it fell within the criteria of the main text.

Section II
Composition

Article 9. The audit committee must
be composed of at least three members, who must observe, in addition to the conditions for holding positions in statutory bodies of institutions authorized to operate by the Central Bank of Brazil, according to specific regulations, the following conditions:

I - not be and not have been in the last twelve months:

a) director of the institution, its holding company, or its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly;

b) employee of the institution, its holding company, or its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly;

c) technical manager, director, manager, supervisor, or any other member, with management functions, of the team involved in the audit work at the institution; and

d) member of the statutory audit council of the institution, its holding company, or its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly;

II - not be a spouse, partner, or relative in the direct line, collateral line, or by affinity, up to the second degree of the persons referred to in item I, letters "a" and "c";

III - not receive any other type of remuneration from the institution, its holding company, or its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly, other than that related to their function as a member of the audit committee; and

IV - not hold positions, especially in advisory boards, boards of directors, or statutory audit councils, in companies that may be considered competitors in the market or in which a conflict of interest may arise.

§ 1. In addition to the provisions of the main text, members of the audit committee of institutions whose control is held by the Union, the States, or the Federal District must observe the following conditions:

I - not hold an effective position licensed within the respective governments; and

II - not be, or not have been in the last twelve months, holder of an effective position or commissioned position within the respective governments.

§ 2. In the institutions mentioned in
Article 1 registered as publicly traded companies and in institutions whose control is
held by the Union, the States, or the Federal District, at least one of the members of the audit committee must be a member of the board of directors who does not participate in the executive management.

§ 3. In the institutions mentioned in
Article 1 that are not registered as publicly traded companies and whose control is
not held by the Union, the States, or the Federal District, it is permitted that members of the audit committee are also directors of the institution, provided that these constitute less than half of the total members of the committee.

§ 4. An institution that is not registered as a publicly traded company and is a leader of a prudential conglomerate integrated by an institution registered as a publicly traded company must observe one of the following alternatives for the constitution of the audit committee:

I - constitution of a single committee for the prudential conglomerate composed exclusively of members who meet the provisions of the main text; or

II - constitution of a committee specific to the institutions registered as publicly traded companies, composed exclusively of members who meet the provisions of the main text, with the audit committee of the leading institution responsible for compliance with the duties and responsibilities within the other institutions that do not constitute their own audit committee.

§ 5. If a member of the audit committee is also a member of the executive management or the board of directors of the institution, its holding company, or its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly, the option to receive remuneration for one of the positions is permitted.

§ 6. At least one of the members of the audit committee, in addition to meeting the provisions of the main text and, where applicable, § 1, must have proven knowledge in the area of accounting that qualifies them for the function.

§ 7. The function of member of the audit committee is non-delegable.

Section III
Term of Office

Article 10. The term of office of the
members of the audit committee must be up to five years.

§ 1. A term of less than five years may be extended up to the limit established in the main text.

§ 2. Up to one-third of the members of the audit committee may have their term renewed, respecting the maximum period of stay of up to ten consecutive years, exempt from the interval provided in § 4.

§ 3. Regardless of the term of office, under no circumstances will the stay of a member in the audit committee be admitted for a period exceeding:

I - ten consecutive years, for up to one third of the members; and

II - five consecutive years for the remaining members.

§ 4. A member of the audit committee can only return to integrate such a body in the same institution after at least three years have elapsed from the end of their previous term.

Section IV
Duties

Article 11. The duties of the audit committee include:

I - establish operational rules for its own functioning, which must be approved by the board of directors, formalized in writing, and made available to the respective shareholders or partners;

II - recommend to the board of directors or, in its absence, to the executive management, the entity to be engaged to provide independent audit services, as well as its remuneration, and the replacement of the provider of these services, if deemed necessary;

III - review, prior to disclosure or publication, the individual and consolidated financial statements, annual and semi-annual, including explanatory notes, the management report, and the independent auditor's report;

IV - evaluate the effectiveness of independent and internal audits, including regarding the verification of compliance with legal and regulatory provisions, as well as regulations and internal codes;

V - evaluate compliance, by the administration, with recommendations made by independent or internal auditors;

VI - establish and disclose procedures for receiving and handling information regarding non-compliance with legal and regulatory provisions, as well as regulations and internal codes, including specific procedures for protecting the provider and the confidentiality of the information;

VII - recommend to the executive management of the institution the correction or improvement of policies, practices, and procedures identified within the scope of its duties;

VIII - meet, at least quarterly, with the executive management of the institution, with independent audit, and with internal audit to verify compliance with their recommendations or inquiries, including regarding the planning of respective audit work, formalizing, in minutes, the contents of such meetings;

IX - meet with the statutory audit council and the board of directors to discuss policies, practices, and procedures identified within the scope of their respective competencies;

X - monitor and evaluate the independence of the independent auditor; and

XI - fulfill other duties determined by the Central Bank of Brazil.

Article 12. The audit committee may, within the scope of its duties, use the work of specialists.

Sole Paragraph. The use of the work of specialists does not exempt the audit committee from its responsibilities.

Article 13. The audit committee must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or suspicion of occurrence of the following situations:

I - non-compliance with laws and current regulations that put the continuity of the institution at risk;

II - frauds of any value perpetrated by the administration of the institution;

III - relevant frauds perpetrated by institution employees or third parties; or

IV - errors that result in relevant inaccuracies in the financial statements of the institution.

Sole Paragraph. For the purposes of this
article, the concepts of error and fraud established in the regulations issued by the Federal Council of Accountancy or the Institute of Independent Auditors of Brazil must be observed.

Article 14. The audit committee,
when installed, the independent auditor, and internal audit must maintain between themselves a routine of immediate communication upon identification of the situations mentioned in Article 13.

Article 15. The audit committee must
prepare, for the financial statements relating to the periods ending on June 30 and December 31, a report containing, at minimum, the following information:

I - activities performed within the scope of its duties, during the period;

II - description of recommendations presented to the executive management, with evidence of those not accepted and respective justifications;

III - description of other services provided by the independent auditor, or by a network firm, for the institution during the base year of the financial statements subject to audit and the two preceding years;

IV - description of situations in which there are significant divergences between the administration of the company, the independent auditors, and the audit committee, regarding the financial statements of the company;

V - evaluation of the effectiveness of the institution's internal control systems, with emphasis on compliance with current regulations and with evidence of detected deficiencies;

VI - evaluation of the effectiveness of independent and internal audits, including regarding the verification of compliance with legal and regulatory provisions, as well as regulations and internal codes, with evidence of detected deficiencies; and

VII - evaluation of the quality of the financial statements relating to the respective periods, with emphasis on the application of accounting practices adopted in Brazil and compliance with regulations issued by the National Monetary Council and the Central Bank of Brazil, with description of detected deficiencies.

§ 1. The audit committee must keep the audit committee report available to the Central Bank of Brazil and the board of directors for a minimum period of five years, counted from its preparation.

§ 2. Institutions must disclose, together with their individual and consolidated financial statements, semi-annual and annual, a summary of the audit committee report, evidencing the main information contained in this document.

Section V
Termination

Article 16. The termination of the audit committee:

I - may occur only if the institution no longer meets the criteria defined in Article 8;

II - is conditioned to compliance with its duties regarding the social years in which its operation is required; and

III - depends on prior authorization from the Central Bank of Brazil.

Section VI
General Provisions

Article
17. The institutions mentioned in Article 1 must create adequate conditions
for the functioning of the audit committee.

§ 1. The number of members of the audit committee and the criteria for appointment and dismissal of its members must be expressed in the statute or articles of association of the institution.

§ 2. The duties of the audit committee and the criteria for remuneration and term of office of its members must be expressed in specific regulations maintained by the institution and available to the Central Bank of Brazil.

§ 3. The audit committee must report directly to the board of directors or, in its absence, to the executive management of the institution.

§ 4. The use of the term "audit committee" is restricted to a statutory body constituted in accordance with this Resolution.

Art. 18. The provisions of Sections II, III, IV, and VI of this Chapter apply to the institutions mentioned in Art. 1 that constitute an audit committee by virtue of legal, statutory, or contractual provisions, or voluntarily.

CHAPTER VI
ON THE EXAMINATION OF TECHNICAL QUALIFICATION FOR AUDITORS

Art. 19. The hiring or maintenance of an independent auditor by the institutions mentioned in Art. 1 is conditioned on the qualification of the technical manager, director, manager, supervisor, and any other member with a management role within the team involved in the audit work.

§ 1º The qualification referred to in the caput depends on approval in a certification exam organized by the Federal Council of Accounting in conjunction with the Institute of Independent Auditors of Brazil, or, in the case of institutions registered as public companies, by entities indicated by the Securities and Exchange Commission.

§ 2º The maintenance of the qualification must be proven by:

I - approval in a new certification exam provided for in § 1º within a period not exceeding three years from the last approval; or

II - the exercise of independent audit activity in institutions mentioned in Art. 1, together with participation in a continuing professional education program that has, at a minimum, the following characteristics:

a) minimum workload of one hundred and twenty hours in each three-year period, counting all courses eligible for the period, observing an annual workload of at least twenty hours; and

b) predominance of topics related to operations carried out within the financial system or to activities applicable to independent audit work.

§ 3º If the auditor ceases to exercise independent audit activities in the institutions mentioned in Art. 1 for a period exceeding one year, the return to the functions of technical manager, director, manager, supervisor, or other management role within the team involved in the audit work is conditioned:

I - in cases of absence for a period less than three years:

a) to new approval in a certification exam provided for in § 1º; or

b) to compliance with continuing education requirements, with a minimum workload of two hundred and forty hours in the triennium immediately following their return, observing participation in at least forty hours per year; and

II - in cases of absence for a period equal to or greater than three years, to new approval in a certification exam provided for in § 1º.

§ 4º The institution hiring the independent audit services must keep available to the Central Bank of Brazil, during the term of its provision and up to five years after its completion, documentation proving compliance with the provisions of this Article.

Art. 20. The Central Bank of Brazil is authorized to admit, at its discretion, certification exams by type of market or set of activities.

CHAPTER VII
ON THE PROVISION OF SERVICES BY THE INDEPENDENT AUDITOR

Art. 21. The independent auditor must: (Redaction given, effective from 1/5/2023, by CMN Resolution No. 5.067, of 4/20/2023.)

I - observe, in the provision of their services, the audit standards and procedures established by the National Monetary Council, by the Central Bank of Brazil, and, insofar as they are not conflicting with these, the audit standards and procedures determined by the Securities and Exchange Commission, by the Federal Council of Accounting, and by the Institute of Independent Auditors of Brazil; and (Redaction given, effective from 1/5/2023, by CMN Resolution No. 5.067, of 4/20/2023.)

II - prepare, as a result of the audit work, the following reports: (Redaction given, effective from 1/5/2023, by CMN Resolution No. 5.067, of 4/20/2023.)

a) audit report, expressing their opinion on the financial statements and respective explanatory notes, including regarding adequacy to the accounting standard defined by the National Monetary Council and by the Central Bank of Brazil;

b) report on the internal control system, including electronic data processing systems and risk management systems, which have, or may come to have, relevant impacts on the financial statements or on the operations of the audited institution, evidencing the identified deficiencies; and

c) report on non-compliance with legal and regulatory provisions, which have, or may come to have, relevant impacts on the financial statements or on the operations of the audited institution.

§ 1º The reports referred to in item II of the caput must be prepared considering the same period and the same base date as the financial statements to which they refer.

§ 2º The reports referred to in item "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 main audit matters.

§ 3º In financial statements relating to periods less than six months, the substitution of the independent auditor's report referred to in item "a" of item II of the caput by the independent auditor's limited review report is permitted. (Redaction given, effective from 1/5/2023, by CMN Resolution No. 5.067, of 4/20/2023.)

§ 4º The reports mentioned in item II of the caput, as well as the audit documentation, must be available to the Central Bank of Brazil for at least five years or for a longer period due to an express determination by this Autarchy. (Redaction given, effective from 1/5/2023, by CMN Resolution No. 5.067, of 4/20/2023.)

CHAPTER VIII
ON THE RESPONSIBILITY OF MANAGEMENT

Art. 22. The institutions mentioned in Art. 1 must provide the independent auditor with the formal representation of management, in accordance with the audit standards defined by the Federal Council of Accounting, as well as the data, information, and conditions necessary for the effective provision of audit services.

Art. 23. It is the responsibility of the board of directors to hire and dismiss independent auditors.

§ 1º The members of the board of directors of the institutions mentioned in Art. 1 will be held liable:

I - for hiring an independent auditor that does not meet the requirements provided for in this Resolution; and

II - for hiring and maintaining an independent auditor who is serving a penalty prohibiting the provision of audit services for the institutions mentioned in Art. 1, according to current legislation.

§ 2º Without prejudice to the application of penalties provided for in current legislation, if non-compliance with the requirements established in this Resolution is found, the audit services will be considered ineffective for compliance with the norms emanating from the National Monetary Council and the Central Bank of Brazil.

Art. 24. The management of the institutions mentioned in Art. 1 must formally notify the independent auditor and the audit committee, when installed, within a maximum period of twenty-four hours from identification, of the existence or suspicion of the occurrence of the situations mentioned in Art. 13.

Art. 25. Institutions that do not have an audit committee constituted in accordance with this Resolution must designate to the Central Bank of Brazil a director responsible for complying with the norms and procedures for independent audit provided for in current regulation.

Sole Paragraph. The designated director is responsible for the information provided and for the occurrence of situations indicating fraud, negligence, imprudence, or incompetence in the exercise of their functions, without prejudice to the application of penalties provided for in current legislation.

CHAPTER IX
GENERAL PROVISIONS

Art. 26. The independent auditor, in addition to the provisions of this Resolution, must observe the norms, regulations, and procedures emanating from the Securities and Exchange Commission, the Federal Council of Accounting, and the Institute of Independent Auditors of Brazil regarding: (Redaction given, effective from 1/5/2023, by CMN Resolution No. 5.067, of 4/20/2023.)

I - duties and responsibilities of independent auditors;

II - examination of technical qualification;

III - internal quality control;

IV - external quality control; and

V - continuing education program, including provisions for specific activities related to independent audit in institutions authorized to operate by the Central Bank of Brazil.

Sole Paragraph. The activity related to external quality control may also be carried out by the Central Bank of Brazil, without prejudice to the guidelines emanating from the organizations referred to in the caput.

Art. 27. The independent auditor must: (Redaction given, effective from 1/5/2023, by CMN Resolution No. 5.067, of 4/20/2023.)

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 attributes of the said Autarchy, observing the limits provided for in current legislation; (Redaction given, effective from 1/5/2023, by CMN Resolution No. 5.067, of 4/20/2023.)

II - formally notify the Central Bank of Brazil: (Redaction given, effective from 1/5/2023, by CMN Resolution No. 5.067, of 4/20/2023.)

a) the existence of a modified opinion in the report referred to in item "a" of item II of Art. 21, before the disclosure of the financial statements;

b) the existence or suspicion of the occurrence of the situations mentioned in Art. 13, within a maximum period of three business days from identification.

Art. 28. The institutions mentioned in Art. 1 must inform the Central Bank of Brazil about the hiring and replacement of the independent auditor.

Art. 29. For the institutions mentioned in Art. 1 that do not have a board of directors, the duties and competencies provided for in this Resolution must be attributed to the management of the institution.

Art. 30. The Central Bank of Brazil may determine that the institutions mentioned in Art. 1 replace the independent auditor if non-compliance with the provisions of Chapters III, IV, and VI of this Resolution is found at any time.

Art. 31. Observing the other legal and regulatory provisions in force, the Central Bank of Brazil may dispense with the audit referred to in Art. 2 of the annual and semi-annual financial statements relating to the year of authorization for the institution to operate.

CHAPTER X
TRANSITORY AND FINAL PROVISIONS

Art. 32. The institutions mentioned in Art. 1 that, on the date of effectiveness of this Resolution, were not obliged to constitute an audit committee must have it fully operational by March 30, 2023.

Art. 33. The extinction of the audit committee of institutions that, by virtue of the provisions of this Resolution, are no longer obliged to constitute it depends on the approval of the Central Bank of Brazil.

Art. 34. Institutions with an already constituted audit committee whose composition is altered by virtue of the provisions of this Resolution must make the necessary statutory adaptations for operation in the manner provided for in this Resolution by December 31, 2024, respecting the end of the mandates in effect on January 1, 2022.

Sole Paragraph. In the case of appointment of members of the audit committee before December 31, 2024, the necessary statutory adaptations to comply with the provisions of Arts. 9 and 10 of this Resolution must be carried out previously or simultaneously. (Included, effective from 1/5/2023, by CMN Resolution No. 5.067, of 4/20/2023.)

Art. 35. The Central Bank of Brazil is authorized to issue the norms and adopt the necessary measures for the execution of the provisions of this Resolution, including provisions regarding deadlines, form, content, and conditions for the preparation of the reports referred to in Art. 21, item II.

Art. 36. The following are revoked:

I - Resolution No. 3.198, of May 27, 2004;

II - Resolution No. 3.416, of October 24, 2006;

III - Resolution No. 3.606, of September 11, 2008;

IV - Resolution No. 3.771, of August 26, 2009;

V - Resolution No. 4.329, of April 25, 2014;

VI - Resolution No. 4.454, of December 17, 2015;

VII - Resolution No. 4.720, of May 30, 2019;

VIII - Resolution No. 4.776, of January 29, 2020;

IX - § 2 of Art. 10 of Resolution No. 2.723, of May 31, 2000;

X - Art. 6 of Resolution No. 4.280, of October 31, 2013;

XI - Art. 4 of Resolution No. 4.403, of March 26, 2015; and

XII - the following provisions of Resolution No. 4.434, of August 5, 2015:

a) § 3 of Art. 43; and

b) Art. 45.

Art. 37. This Resolution enters into force on January 1, 2022.

Roberto de Oliveira Campos Neto
President of the Central Bank of Brazil