CMN Resolution No. 4434 — Constitution, Authorization, Operation, Statutory Amendments, and Cancellation of Credit Cooperatives

The Central Bank of Brazil, pursuant to Article 9 of Law No. 4,595 of December 31, 1964, makes public that the National Monetary Council, in a session held on July 23, 2015, based on Articles 4, items VI, VIII, XI, of the aforementioned Law, Article 1, paragraph 1, and Article 12 of Complementary Law No. 130 of April 17, 2009,

R E S O L V E S:

CHAPTER I

OBJECT AND SCOPE OF APPLICATION

Article 1. This Resolution provides for the constitution, authorization for operation, operation, statutory amendments, category change, and cancellation of authorization for operation of credit cooperatives.

CHAPTER II

CONSTITUTION, AUTHORIZATION FOR OPERATION, AND OTHER AUTHORIZATIONS

Article 2. Requests involving the constitution, authorization for operation, statutory amendment, category change in which the cooperative is classified, and other authorizations and approvals provided for in the regulation applicable to credit cooperatives must be submitted to the approval of the Central Bank of Brazil (BCB), in accordance with the legislation in force.

Article 3. The operation of a credit cooperative presupposes its constitution in accordance with the legislation and regulation in force and the authorization for operation.

Article 4. Interested parties in the constitution of a credit cooperative must designate a technically qualified responsible person to monitor the process with the BCB.

Article 5. The authorization for the constitution of a single credit cooperative that does not intend to affiliate with a central cooperative is conditioned, prior to compliance with Article 6, to the submission to the BCB of an executive summary of the business plan, as provided for in item IV of Article 6, the minimum content of which will be defined by the BCB.

§ 1. The BCB may convene the cooperative's founding group for a technical interview, in order to present the business proposal contained in the executive summary.

§ 2. If the BCB deems the business proposal inadequate, it will communicate this decision to the interested parties, possibly convening them for a new technical interview, should they resubmit the proposal with the necessary adjustments.

§ 3. If, after the second technical interview, the BCB maintains its unfavorable understanding of the business proposal, it will communicate the decision to the interested parties.

§ 4. Interested parties in the constitution of a single credit cooperative referred to in the main text must, within sixty days from the BCB's favorable manifestation regarding the business proposal, instruct the constitution process in accordance with Article 6.

Article 6. The authorization for the constitution of credit cooperatives is conditioned upon the presentation of:

I - documents capable of proving the possibilities of gathering members, control, carrying out operations, and providing services in the intended area of operation, as well as the manifestation of the respective central cooperative or confederation, in the event of an affiliation commitment;

II - identification of the members of the founding group and, where applicable, the entities providing technical and/or financial support;

III - declarations and documents demonstrating that at least one of the members of the founding group has knowledge of the business sector and the segment in which the credit cooperative intends to operate, including aspects related to market dynamics, sources of operational resources, management, and risks associated with operations;

IV - business plan, covering a minimum period of five years, containing:

a) financial plan, which must demonstrate the economic and financial viability of the project, including:

1. economic premises;

2. project premises;

3. methodology used for business evaluation; and

4. projection, prepared on a monthly basis, of the financial statements and cash flow;

b) marketing plan, which must cover the following topics:

1. strategic objectives of the business;

2. statutory conditions for association and intended area of operation;

3. estimate of the number of people who meet the conditions for association and expected growth of the membership, indicating the forms of dissemination aimed at attracting new members;

4. measures aimed at promoting the effective participation of members in assemblies;

5. forms of dissemination to members of the decisions adopted in assemblies, financial statements, audit reports, and administrative acts;

6. main products and services to be offered;

7. description of the operations it intends to carry out, with a view to classifying the credit cooperative in accordance with Article 15;

8. motivations and purposes that led to the decision to constitute the cooperative;

9. demand for financial services presented by the social segment to be potentially affiliated, existing service provision by competing institutions, and projection of service provision by the applying cooperative;

10. demand for financial services presented by credit cooperatives to be potentially affiliated and projection of service provision by the applying cooperative, in the case of credit central cooperatives; and

11. economic profile of the members, taking into account risk exposure aspects, payment capacity, and attention to regulatory limits; and

c) operational plan, detailing the following aspects:

1. definition of corporate governance standards to be observed, including the detailing of the incentive structure and remuneration policy for administrators and the business management structure;

2. organizational chart of the institution, with determination of responsibilities assigned to the various levels of the institution, and personnel policy;

3. physical structure;

4. technologies to be used in operation, management, and placement of products and sizing of the service structure;

5. internal control structure, with mechanisms that ensure adequate supervision by management and the effective use of internal and external audit as control instruments;

6. structure to be used in risk management and contingency plans to be adopted;

7. actions related to the training of the leadership team;

8. indication of the systems, procedures, and controls to be used for the detection and prevention of operations whose characteristics may indicate signs of the crimes typified in Law No. 9,613 of March 3, 1998;

9. structure planned to meet the BCB's requirements regarding the provision of information for statistical and supervisory purposes and the disclosure of financial statements in established standards;

10. definition of the maximum deadline for the start of activities after the BCB grants the authorization for operation;

11. indication of the central credit cooperative to which it will affiliate or, in the event of non-affiliation, the reasons that determined this decision, evidencing, in this case, how the cooperative intends to provide the services provided by the central cooperatives; and

12. participation in an exclusive fund of the system to which it belongs, if any; and

V - drafts of the corporate acts of constitution of the credit cooperative.

§ 1. The BCB may adapt the compliance with the requirements established in item IV to the nature and size of the credit cooperative and the extent of the request submitted for review.

§ 2. The business plan to be presented with a view to the constitution of a central credit cooperative or confederation of central cooperatives must also contemplate, based on the cooperative's objectives:

I - the identification of each of the applying cooperatives, with indication of the respective name, National Registry of Legal Entities (CNPJ) number, headquarters municipality, area of operation, types of services provided, number of members, and their variation in the last three years;

II - the identification, where applicable, of the entities providing technical or financial support for the constitution of the central cooperative or confederation of central cooperatives;

III - the forecast of the new cooperative's equity participation in other entities;

IV - the statutory conditions for association, the number of cooperatives not affiliated with central cooperatives or confederations that meet these conditions for association, and the forecast of any expansion of the area of operation;

V - the policies for the constitution of new single or central credit cooperatives, restructuring of existing cooperatives, including through mergers and acquisitions, promotion of new affiliations, and estimate of the growth of the affiliated membership;

VI - the requirements required of those holding positions with supervisory functions in affiliates;

VII - the sizing and evolution of the areas responsible for fulfilling the duties established in Chapter VIII, highlighting the eventual hiring of services from other central cooperatives, confederations, and other entities, with the objectives of supplementing or complementing their own staff and obtaining support for the formation of a technical team;

VIII - the measures to be adopted to make the implementation of the internal control systems of the affiliates effective, the development or adoption of a standardized internal control manual, and the performance of the internal audits required by regulation, addressing the possible hiring of services from other entities for these purposes;

IX - the guidelines to be adopted for the collection, application, and remuneration of resources with a view to providing the service of centralized application of resources from affiliates, duties and obligations of the confederation, the central cooperative, and the affiliates regarding the reciprocal guarantee system, liquidity recovery, and remediation operations;

X - the services aimed at providing affiliates access to the check clearing system and the transfer of resources between financial institutions, respective risk control, operational flows, and relationship with contracted banks;

XI - the planning of training activities for administrators, managers, and members of affiliated cooperatives, highlighting the specialized training entities to be eventually contracted;

XII - the description of other relevant services for the operation of affiliated cooperatives, especially technical and legal consulting, development and standardization of information systems and administrative and member service systems; and

XIII - the economic-financial study demonstrating the economies of scale to be obtained by the affiliated cooperatives, the capacity to bear operational costs, and the budget of revenues and expenses.

Article 7. Within ninety days from the receipt of the BCB's favorable manifestation regarding the constitution process, interested parties must formalize the corporate acts of constitution of the credit cooperative.

§ 1. The deadline referred to in the main text may be extended for up to ninety days, justified, at the BCB's discretion.

§ 2. The corporate acts, after BCB approval, must be filed with the competent registration authority.

Article 8. The BCB, after the favorable manifestation regarding the constitution project, may carry out a prior inspection of the cooperative in constitution, in order to evaluate the compatibility between the implemented organizational structure and that foreseen in the business plan.

§ 1. The decision on the prior inspection mentioned in the main text will take into consideration the size of the institution, the complexity and risk of the intended operations, and the absence of the applicant's participation in an organized cooperative system.

§ 2. Once the prior inspection is determined, interested parties, within 180 (one hundred and eighty) days, must:

I - formalize and submit to the BCB the corporate acts of constitution of the cooperative to be subject to the authorization for operation, including the election for statutory positions and the approval, by the general assembly, of a social statute containing a clause expressly establishing that, until the issuance of the authorization for operation of the institution, the carrying out of any activity is prohibited, especially the exclusive operations referred to in Chapter IV, only those necessary to comply with the provisions of this article being permitted;

II - file the corporate acts, after BCB approval, with the competent registration authority;

III - implement the organizational structure, including corporate governance structures, business management, internal controls, and risk management, the hiring of electronic systems and labor, the acquisition of equipment, and the adoption of all other measures provided for in the business plan necessary for the cooperative's activities; and

IV - submit to the BCB a request for the carrying out of an inspection to inspect the implemented organizational structure.

§ 3. The deadline referred to in § 2 may be extended for up to ninety days, justified, at the BCB's discretion.

§ 4. If incompatibility is found between the existing organizational structure and that foreseen in the business plan, the BCB may set a deadline for correction, after which, in case of non-compliance, it will deny the request for authorization for operation.

Article 9. The acceptance and approval of requests for constitution, authorization for operation, statutory amendments, and category change in which the credit cooperative is classified are subject to the following conditions:

I - compliance with the legislation and regulation in force, including operational limits, specific duties established by this Resolution, and obligations to the BCB;

II - absence of irregularity and restriction in public or private registration and information systems containing data relevant to the intended authorization, by the applying cooperative and its administrators; and

III - adherence to the systemic operation guidelines established by the respective confederation or, in the absence thereof, by the central credit cooperative, for cooperatives integrated into cooperative systems.

§ 1. The BCB, in the analysis of the processes referred to in this article, considering the circumstances of each concrete case and the context of the facts, especially the limited impact of the request on the operation of the applying cooperative, may exceptionally, and in the event of duly justified public interest, dispense with compliance with the conditions specified in items I to III of the main text.

§ 2. The BCB, with the aim of adapting the analysis of requests to the scope and complexity of the request under review, may adopt, in accordance with the legislation in force, complementary measures deemed pertinent, including:

I - require the respective central cooperative, as well as the confederation, in the case of requests from cooperatives integrated into cooperative systems:

a) compliance with the provisions of items I to III of the main text; and

b) the presentation of a compliance report with the request under analysis;

II - consider, for the purpose of analyzing compliance with the operational limits referred to in item I of the main text, any regularization plan presented in accordance with the regulation in force; and

III - continue the examination of the request in cases where non-compliance not considered serious with the provisions of items I to III of the main text is verified.

Article 10. If the BCB verifies compliance with the provisions of Articles 4 to 9, an authorization for operation of the credit cooperative will be issued.

§ 1. The start of activities of the credit cooperative must observe the deadline provided in the respective business plan, and the BCB may grant an extension of the deadline, upon reasoned request, signed by the cooperative's administrators, as well as request new documents and declarations aimed at updating the authorization process.

§ 2. In the event of a commitment to affiliate with a central cooperative or confederation, defined in the business plan, the start of activities of the credit cooperative is conditioned upon the formalization of this affiliation.

§ 3. Once the authorization referred to in the main text is issued, the institution will be considered in operation, for the purposes of applying and observing the regulation in force.

Article 11. The BCB, during the analysis of processes of interest to credit cooperatives, may, in accordance with the legislation in force:

I - request additional documents and information deemed necessary for the decision on the request;

II - convene for an interview the founding members and administrators of the single credit cooperative and administrators of the central credit cooperative and the confederation;

III - interrupt the examination of authorization or statutory amendment processes, if non-compliance with the conditions referred to in Article 9 is verified, maintaining the interruption until the resolution of pending issues or the presentation of justified explanations;

IV - grant a deadline for the regularization of any irregularities found or, if applicable, for the presentation of the corresponding justification; and

V - deny requests regarding which falsity in the declarations or documents presented in the instruction of the process is found.

Article 12. The credit cooperative must, during the period established in Article 6, item IV, evidence, in the management report accompanying the financial statements as of December 31, the adequacy of the operations carried out with the strategic objectives established in the business plan.

Sole paragraph. If, during the period mentioned in the main text, the inadequacy of operations with the business plan is verified, the credit cooperative must present reasoned reasons, which will be subject to examination by the BCB, which may establish additional conditions for the operation of the institution, setting a deadline for its compliance.

Article 13. The credit cooperative, in the constitution of a non-financial entity of any nature intended to provide services to credit cooperatives, must communicate the fact to the BCB, in accordance with the legislation in force, keeping its statutes or social contract available, and this agency may request the amendments deemed necessary based on the performance of its legal duties, in accordance with Article 12, item V and § 1, of Complementary Law No. 130 of April 17, 2009.

Article 14. Requests for change of the category in which the credit cooperative is classified and statutory amendments involving modification in the conditions for admission of members and the area of operation, merger, acquisition, or division may be submitted, at the BCB's discretion, to the conditions established in Article 6.

CHAPTER III

CLASSIFICATION OF CREDIT COOPERATIVES AND STATUTORY CONDITIONS FOR ADMISSION OF MEMBERS

Article 15. A single credit cooperative, according to the operations practiced, is classified into the following categories:

I - full credit cooperative: authorized to carry out the operations provided for in Article 17;

II - classic credit cooperative: authorized to carry out the operations provided for in Article 17, subject to the restrictions contained in Article 18; and

III - capital and loan credit cooperative: authorized to carry out the operations provided for in Article 17, except those provided for in its item I, subject to the restrictions contained in Article 18.

Article 16. The conditions for admission of members and area of operation, as defined by the general assembly, must be contained in the social statute of the credit cooperative.

CHAPTER IV

OPERATIONS

Article 17. A credit cooperative may carry out the following operations and activities, in addition to others established in the regulation in force:

I - collect, exclusively from members, resources and deposits without the issuance of a certificate;

II - obtain loans and transfers from national or foreign financial institutions, including through interfinancial deposits;

III - receive resources from official funds and, on an occasional basis, resources exempt from remuneration or at favored rates, from any entity, in the form of donations, loans, or transfers;

IV - grant credits and provide guarantees, only to members, including in operations carried out under the auspices of rural credit regulation in favor of member rural producers;

V - apply resources in the financial market, including in demand deposits and interfinancial deposits, subject to specific legal and regulatory restrictions for each application;

VI - contract services aimed at enabling check clearing and resource transfers in the financial system, providing for the institution's operational needs, or complementing the services provided by the cooperative to members;

VII - provide, in the case of a central credit cooperative and a confederation of central cooperatives:

a) to affiliated or non-affiliated cooperatives, technical services, including those related to the duties treated in Chapter VIII;

b) to affiliated cooperatives, the service of administering third-party resources, in carrying out applications on behalf and for the account of the cooperative holding the resources, subject to the legislation and norms applicable to this activity; and

c) to affiliated cooperatives, the service of centralized application of resources, subject to its own policy, approved by the board of directors, containing guidelines regarding the collection, application, and remuneration of resources transferred by the affiliates, observing, in remuneration, proportionality in relation to each affiliate's participation in the total amount applied; and

VIII - provide the following services, aimed at serving members and non-members:

a) collection, custody, and receipt and payment services on behalf of third parties to individuals and entities of any nature, including those belonging to the public powers at the federal, state, and municipal levels and their respective agencies and companies;

b) correspondent in the country, in accordance with the regulation in force;

c) placement of products and services offered by cooperative banks, including those related to foreign exchange operations, as well as by other entities controlled by institutions integrated into the cooperative system to which it belongs, in the name and on behalf of the contracting entity, observing specific regulation;

d) distribution of resources for rural credit financing and others subject to specific legislation or regulation, or involving interest rate equalization by the National Treasury, comprising formalization, granting, and settlement of credit operations concluded with the final borrowers of the resources, in operations carried out in the name and on behalf of the contracting institution; and

e) distribution of quotas of investment funds managed by authorized institutions, observing the regulation issued by the Securities and Exchange Commission (CVM).

§ 1. The contracts concluded with a view to providing the services referred to in items "c" and "d" of item VIII of the main text must contain clauses establishing:

I - assumption of responsibility, for all legal purposes, by the contracting financial institution, for the services provided in its name and on its behalf by the contracted cooperative;

II - adoption, by the service provider, of an operations, service, and control manual defined by the contracting institution, and provision for operational inspections by the latter;

III - maintenance, by both parties, of segregated controls over operations performed under contract, immediately verifiable by the supervision of the competent authorities;

IV - financial adjustments between the parties, at most, every two business days;

V - prohibition of sub-contracting; and

VI - disclosure by the service provider, in a location and form visible to the end-user public, of its status as a service provider to the contracting institution, regarding the products and services offered in the name of the latter.

§ 2º The credit cooperative must keep contracts entered into with third parties for the provision of services referred to in item VIII of the main text, available to the BCB, for a period of five years, counted from the end of the contract term.

Art. 18. Credit cooperatives classified in the categories provided for in items II and III of art. 15 are prohibited from practicing:

I - operations in which they assume sold or bought exposure in gold, foreign currency, operations subject to exchange rate variation, commodity price variation (commodities), stock price variation, or financial derivative instruments, except for investments in stocks registered in the permanent asset;

II - investment in credit securitization titles, except those issued by the National Treasury;

III - asset lending operations;

IV - committed operations, except:

a) sale operations with a commitment to repurchase with own assets; or

b) purchase operations with a commitment to resell with fixed-rate federal public titles, indexed to the interest rate or a price index; and

V - investment in investment fund shares, except in funds that meet the following requirements:

a) observe the restrictions established in items I to IV;

b) do not maintain exposures arising from credit operations; and

c) are classified, in accordance with CVM regulation, as Short-Term Fund, Fixed Income Fund, Referenced Fund whose performance indicator is the Interbank Deposit Rate (DI), or Investment Fund in Shares of Investment Fund classified as one of the three modalities mentioned in this clause.

CHAPTER V

OF CAPITAL AND NET EQUITY

Art. 19. The credit cooperative must observe the following minimum limits, regarding paid-in capital and Net Equity (NE):

I - central credit cooperative and confederation of central: initial capital payment of R$200,000.00 (two hundred thousand reais) and NE of R$1,000,000.00 (one million reais);

II - credit cooperative for capital and loans, classified in accordance with item III of art. 15: initial capital payment of R$10,000.00 (ten thousand reais) and NE of R$100,000.00 (one hundred thousand reais);

III - classic credit cooperative, classified in accordance with item II of art. 15, affiliated to a central cooperative: initial capital payment of R$10,000.00 (ten thousand reais) and NE of R$300,000.00 (three hundred thousand reais);

IV - classic credit cooperative, classified in accordance with item II of art. 15, not affiliated to a central cooperative: initial capital payment of R$20,000.00 (twenty thousand reais) and NE of R$500,000.00 (five hundred thousand reais);

V - full credit cooperative, classified in accordance with item I of art. 15, affiliated to a central cooperative: initial capital payment of R$2,500,000.00 (two million five hundred thousand reais) and NE of R$25,000,000.00 (twenty-five million reais); and

VI - full credit cooperative, classified in accordance with item I of art. 15, not affiliated to a central cooperative: initial capital payment of R$5,000,000.00 (five million reais) and NE of R$50,000,000.00 (fifty million reais).

§ 1º The social capital of the credit cooperative must be paid exclusively in current currency.

§ 2º The NE limits referred to in the main text must be observed from the fifth year counted from the date of authorization for the operation of the credit cooperative, with NE representing, until the third year, at least 50% (fifty percent) of the respective limits.

Art. 20. For the purpose of verifying compliance with the minimum limits of paid-in capital and NE of credit cooperatives, the values corresponding to the minimum net equity fixed for financial institutions in which it participates must be deducted, adjusted proportionally to the level of each participation.

Art. 21. The credit cooperative must meet the minimum requirements for Reference Equity (RE), Level I, and Core Capital, in accordance with specific regulations issued by the National Monetary Council (CMN) and the BCB.

Art. 22. The following are prohibited to the credit cooperative:

I - the payment of quota-shares through the granting of credit or retention of part of its value, as well as the granting of guarantee or assumption of joint liability in credit operations with these purposes, except when carried out through the granting of credit with resources from official programs for the capitalization of credit cooperatives;

II - the allocation of losses from previous years through the granting of credit or retention of part of its value, as well as the granting of guarantee or assumption of joint liability in credit operations with these purposes; and

III - the adoption of rotating capital, characterized by the recording, in net equity accounts, of resources captured under conditions similar to those of demand or time deposits.

Sole paragraph. The social statute may establish rules regarding occasional redemption of capital quotas, when initiated by the member, provided that, in addition to the minimum number of quotas, compliance with the limits established by current regulation and the integrity and non-recourse of capital and NE are preserved, the resources of which must remain for a sufficient period to reflect the stability inherent in its nature as fixed capital of the institution.

CHAPTER VI

OF EXPOSURE LIMITS PER CLIENT

Art. 23. The credit cooperative must observe the following exposure limits per client:

I - in investments in deposits and securities issued or issued by the same entity, affiliated companies, and holding company and its subsidiaries: 25% (twenty-five percent) of RE; and

II - in credit operations and the granting of guarantees in favor of the same client, as well as in credits arising from operations with derivatives:

a) by a singular cooperative: 15% (fifteen percent) of RE, if affiliated to a central credit cooperative, and 10% (ten percent) of RE, if not affiliated to the central; and

b) by a confederation and central: 20% (twenty percent) of RE.

§ 1º For the purposes of this article, a client is considered any natural or legal person, or group of persons acting individually or jointly, representing a common economic interest, except for the link resulting exclusively from association with the same cooperative.

§ 2º The following are not subject to exposure limits per client:

I - deposits and investments made in the respective central cooperative or confederation of central, or in the cooperative bank belonging to the cooperative system;

II - investments in federal public titles; and

III - investments in investment fund shares.

§ 3º In the case of investment in investment fund shares where the cooperative is the sole shareholder, investments made by the fund must be computed for the purpose of calculating the limits referred to in this article.

§ 4º For the purpose of verifying exposure limits per client, the amount of participations in the social capital of other financial institutions must be deducted from RE, except for a credit cooperative to which it is affiliated.

§ 5º In the event that the member and the entity issuing titles or securities constitute the same legal entity, or represent a common economic interest, the limits referred to in items I and II of the main text must be observed simultaneously, and in the sum of operations, the highest of the limits applicable to them.

Art. 24. The central credit cooperative that, together with the adoption of a reciprocal guarantee system among affiliated singular cooperatives, centralizes the net liquidity of these affiliates may use the exposure limit per client of 10% (ten percent) of the sum of the total RE of the affiliates, limited to the RE of the central, in the following operations:

I - deposits and securities issued or issued by the same financial institution, affiliated companies, and holding company and its subsidiaries, observing the provisions of § 2 of art. 23; and

II - granting of credits and guarantees to affiliates, in operations previously approved by the administrative council of the central cooperative, when the resources referred to in § 1 of this article are not used.

§ 1º Credit operations in the form of transfers and guarantees to affiliates, involving resources captured under the auspices of rural credit regulations and other credit lines or interest rate equalization programs subject to specific legislation, destined for the granting of financing to members, are not subject to the exposure limit per client, observing, additionally, the following conditions:

I - adoption, in contracts entered into between the central cooperative and the singular cooperative and between the singular cooperative and the member, of clauses establishing prerogative in favor of the central cooperative, which can be invoked at any time and independently, allowing the collection, directly from the members, of the due installments of individual financing, in the form of endorsement of the credit title or another legal act whose effects allow such collection;

II - assumption of contractual joint liability by the affiliated cooperatives, as mutually solidary guarantors, obligated to immediately cover, in favor of the central cooperative, in proportion to their respective REs, the lack of payment of installments related to the settlement of the transfer due by any of the joint debtors; and

III - adoption of a payment system by the singular cooperatives to the central cooperative, regarding the settlement of resources transferred to them, limiting to five business days the stay, in each singular, of resources paid by the members as settlement of individual financing, including in the case of early settlement.

§ 2º The granting of credits and guarantees under the auspices of this article must observe specific regulations, approved by the general assembly of the central cooperative, regarding the credit limits, guarantees to be observed, and other aspects deemed relevant for the control of risks arising from these operations.

§ 3º For the calculation of the admissible amount of credit and guarantee operations in favor of a specific affiliate, carried out under the auspices of the limit established in the main text, outstanding operations due by that affiliate, carried out according to the exposure limit per client established in art. 23, item II, clause "b", must be deducted.

Art. 25. In the two years following the date of commencement of operation, the singular cooperative affiliated to a credit central may adopt the following exposure limits per client, for the granting of credits to the same member with resources subject to specific legislation or involving interest rate equalization by the National Treasury, deducting from the limit the balance of operations subject to the general limit established in art. 23, item II, clause "a", carried out in favor of the member with resources from other sources:

I - in the first year: 25% (twenty-five percent) of RE; and

II - in the second year: 20% (twenty percent) of RE.

CHAPTER VII

OF CORPORATE GOVERNANCE

Art. 26. Credit cooperatives must observe a corporate governance policy approved by the general assembly, which addresses aspects of representation and participation, strategic direction, executive management, and supervision and control, and which contemplates the application of principles of segregation of functions in administration, remuneration of members of statutory bodies, transparency, equity, ethics, cooperative education, corporate responsibility, and accountability.

Art. 27. The classic credit cooperative that holds an average of total assets, in the last three fiscal years, equal to or greater than R$50,000,000.00 (fifty million reais) and the full credit cooperative must adopt an administrative structure integrated by an administrative council and an executive directorate subordinate to it.

§ 1º The members of the executive directorate must be indicated by the administrative council among natural persons, members or non-members, in accordance with art. 5 of Complementary Law No. 130, of 2009, with the simultaneous exercise of positions on the administrative council and the executive directorate being prohibited.

§ 2º The BCB may determine, for other defined sets of credit cooperatives, the adoption of the administrative structure referred to in this article.

Art. 28. It is the responsibility of the administrative council, as a collegial deliberation body, in the case of credit cooperatives that adopt a segregated administrative structure in accordance with art. 27, among other strategic functions:

        I - to establish the general business orientation of the credit cooperative;

II - to indicate and dismiss directors and fix their duties, observing the provisions contained in the statute;

III - to supervise the management of directors;

IV - to examine, at any time, the books and papers of the credit cooperative;

V - to request information on contracts concluded or in the process of being concluded, and any other acts;

VI - to convene the general assembly;

VII - to express an opinion on the administration report and the directorate's accounts;

VIII - to express a prior opinion on acts or contracts, when the statute so requires;

IX - to authorize, if the statute does not provide otherwise, the alienation of non-current asset goods and the constitution of real encumbrances; and

        X - to choose and dismiss external auditors.

Art. 29. The statute of the credit cooperative that adopts a segregated administrative structure in accordance with art. 27 must establish:

I - the number of directors, or the maximum and minimum permitted;

II - the manner of designation and dismissal;

III - the term of office, which shall not exceed four years, with re-election permitted;

IV - the duties and powers of each director; and

V - the manner of decision-making.

Art. 30. The statute must establish the duties and powers of each director or member of the administrative council with executive function, and may establish that certain decisions be taken in a collegial meeting.

Art. 31. It is the responsibility of the supervisory board, among other duties established in the social statute:

I - to supervise, by any of its members, the acts of the administrators and verify compliance with their legal and statutory duties;

II - to express an opinion on the proposals of the administration bodies, to be submitted to the general assembly, regarding the incorporation, merger, or demerger of the cooperative;

III - to analyze the accounting statements periodically prepared by the cooperative;

IV - to express an opinion on the regularity of the administration's accounts and the accounting statements of the fiscal year, preparing the respective report, which shall contain, if applicable, dissenting votes;

V - to convene internal and external auditors, whenever necessary, to provide information necessary for the performance of their functions;

VI - to convene the general assembly, by deliberation of the majority of its members, whenever serious or urgent reasons occur; and

VII - to communicate, by any of its members, to the administration bodies, the general assembly, and the BCB, material errors, frauds, or crimes of which they become aware, as well as the administration's refusal to provide them with information or documents.

CHAPTER VIII

OF SPECIAL DUTIES OF CENTRAL CREDIT COOPERATIVES AND CONFEDERATIONS OF CENTRALS

Art. 32. The central credit cooperative must provide, in its statute and operational regulations, provisions that enable preventing and correcting situations that may constitute violations of legal or regulatory norms or pose risks to the solidity of affiliated cooperatives and the cooperative system.

Sole paragraph. The duties of the central entities regarding the affiliated singular entities and the corresponding obligations referred to in this chapter may be delegated in whole or in part to the confederation constituted by these central entities, through provisions in their respective statutes that reflect the distribution of activities and corresponding responsibilities before the BCB.

Art. 33. The confederation constituted by central credit cooperatives may assume, regarding its own affiliates, the duties and corresponding obligations referred to in this chapter, through specific provisions in the statutes of the entities involved.

Art. 34. The cooperative system must establish, by act of the respective confederation, or, in its absence, the respective central credit cooperative, systemic action guidelines aimed at observing the principles of efficiency, economy, utility, and other cooperative principles.

Art. 35. For the fulfillment of the duties referred to in this chapter, the central credit cooperative, or the confederation, must perform the following functions, regarding the affiliated cooperatives, in accordance with the statutory provisions adopted in accordance with arts. 32 and 33:

I - supervise the operation, verifying compliance with current legislation and regulation and the own norms of the cooperative system;

II - adopt measures to ensure compliance with current regulations regarding the implementation of internal control systems and employee certification;

III - promote the training and permanent capacity building of members of statutory bodies, managers, and members, as well as members of the technical team of the central cooperative and the confederation; and

IV - recommend and adopt measures aimed at restoring normal operation, in the face of situations of non-compliance with applicable regulation or that entail immediate or future risk.

§ 1º The functions defined in items I and IV of the main text must be exercised jointly by the confederation, in the event of exercising the option provided for in the sole paragraph of art. 32.

§ 2º The BCB may establish complementary functions or specific actions for the central and confederations of central, considering the performance of their legal duties regarding the authorization and supervision of credit cooperatives.

Art. 36. The central cooperative or the confederation, as the case may be, must communicate to the BCB:

I - requirements and criteria adopted to admit affiliation and proceed to de-affiliation of cooperatives, addressing the strategy for facilitating the affiliation of newly constituted cooperatives that do not yet meet possible requirements regarding asset size and organizational structure, for the provision of services treated in this chapter;

II - irregularities or situations of abnormal exposure to risks, identified as a result of the performance of the duties referred to in this chapter, including measures taken or recommended and eventual obstacles to their implementation, highlighting occurrences that indicate the possibility of future withdrawal;

III - denial of affiliation request of a credit cooperative in operation or in constitution, addressing the reasons that led to this decision; and

IV - decision to admit a credit cooperative, with the presentation of an external audit report carried out in the three months prior to the date of communication.

Art. 37. The central cooperative must designate an administrator responsible before the BCB for the activities treated in this chapter, as well as part of the confederation, aiming to exercise the option established in art. 32 and the functions referred to in § 1 of art. 35.

Art. 38. Upon finding non-compliance with any provision of this chapter, by a central credit cooperative or confederation, as the case may be, the BCB, in the performance of its supervision duties, may adopt the following measures:

I - require an adaptation plan, including regarding the training and capacity building of its own technical team, the implementation of new supervision and control procedures, and related measures;

II - apply to the singular cooperatives of the cooperative system the operational limits and other requirements regarding singular cooperatives not affiliated to central, by establishing an adaptation schedule; and

III - determine the suspension of affiliation of new cooperatives until the irregularities are resolved.

Art. 39. The BCB, considering compliance with the provisions of this chapter, may establish requirements regarding:

I - frequencies, standards, procedures, and other aspects to be adopted for inspection, evaluation, report preparation, and sending of communications to the said autarchy, including the definition of specific procedures regarding certain affiliated credit cooperatives; and

II - adaptation deadlines to the established requirements, as well as other operational conditions deemed necessary for the observance of these provisions.

CHAPTER IX

OF DE-AFFILIATION OF THE SINGULAR CREDIT COOPERATIVE

Art. 40. The singular credit cooperative that wishes to de-affiliate from a central credit cooperative, to operate independently, must submit to the BCB, prior to the act of de-affiliation:

I - a report informing the motivation for de-affiliation, the means by which services and products provided by the central cooperative will be supplemented, including policies and procedures, operational systems, and channels of access to the financial system;

II - the minutes of the general assembly deliberating on the report mentioned in item I and approving the de-affiliation request, in the absence of statutory provision; and

III - the opinion of the supervisory board on the report referred to in item I.

Art. 41. In the case of de-affiliation of a singular credit cooperative provided for in art. 40, the central credit cooperative from which the cooperative wishes to de-affiliate must submit to the BCB an evaluation of the situation of the affiliated credit cooperative, addressing any existing deficiencies and irregularities and perspectives after de-affiliation.

Art. 42. In the case of de-affiliation of a singular credit cooperative initiated by the central credit cooperative, it must submit to the BCB, prior to adopting the measure, a detailed report informing:

I - the legal or statutory infraction, or special fact provided for in the statute, that justifies de-affiliation; and

II - an evaluation of the situation of the affiliated credit cooperative, addressing the deficiencies and irregularities found and perspectives after de-affiliation.

CHAPTER X

OF EXTERNAL AUDIT

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Art. 43. Credit cooperatives, when contracting accounting statement audit services, must ensure compliance with the current regulations on independent auditing, especially Resolution No. 3,198, of May 27, 2004, insofar as it does not conflict with this Resolution.

§ 1º The audit referred to in this article may be carried out by an independent auditor or by a cooperative audit entity intended to provide external audit services, constituted and integrated by central credit cooperatives and/or their confederations.

§ 2º If non-compliance with the requirements established in this chapter is found, the audit services will be considered ineffective for meeting the standards issued by the CMN and the BCB.

Art. 44. The following provisions apply to the carrying out of external audits by the cooperative audit entity referred to in Art. 43, § 1º:

I - registration of the cooperative audit entity with the CVM is not required;

II - the existence of a corporate link between the cooperative audit entity and the audited cooperative does not constitute an impediment to the carrying out of the audit;

III - the limit on the percentage of annual revenue set forth in item V of Art. 6 of the Regulation annexed to Resolution No. 3,198, of 2004, does not apply; and

IV - there must be no link between a member of a statutory body, employee, or service provider of the audited cooperative and the audit entity.

§ 1º The technical manager, director, manager, supervisor, or any other member with a management role in the team involved in the audit work must be replaced with the same periodicity and conditions established in Resolution No. 3,198, of 2004.

§ 2º The participation of an associate of a singular credit cooperative in audit work carried out in that respective cooperative is prohibited.

§ 3º If any fact is observed that implies suspicion regarding the independence of the cooperative audit entity in carrying out the accounting statement audit service, the BCB may determine that this audit be reviewed by another entity that does not have a corporate link with the audited cooperative system.

§ 4º If the measure provided for in § 3º is adopted and the problem persists, the BCB may determine that the cooperative audit entity refrain from carrying out accounting statement audits of cooperatives with which it has a direct corporate link.

Art. 45. The audit referred to in this chapter must have as its object:

I - the accounting statements of credit confederations and central credit cooperatives as of the base dates of June 30 and December 31;

II - the statements of singular credit cooperatives as of the base date of December 31; and

III - the Combined Balance Sheet of the Cooperative System, as provided for in Art. 5 of Resolution No. 4,151, of October 30, 2012, when published.

Art. 46. The closing accounting statements of the fiscal year, accompanied by the respective audit report, must be published by the cooperative at least ten days in advance of the date of the respective ordinary general meeting.

Sole Paragraph. The other reports resulting from the external audit must be kept available for associates who request them.

CHAPTER XI

ON THE CANCELLATION OF THE AUTHORIZATION FOR OPERATION

Art. 47. The dissolution of a credit cooperative implies the cancellation of its respective authorization for operation.

Art. 48. The following are indispensable requirements for the cancellation, upon request, of the authorization for operation of a credit cooperative:

I - deliberation in a general meeting; and

II - instruction of the respective process with the BCB under the terms and conditions established by it.

Art. 49. The BCB may cancel the authorization for operation of a credit cooperative when it finds, at any time, one or more of the following situations:

I - lack of habitual practice of operations considered essential, in accordance with applicable norms;

II - operational inactivity, without just cause;

III - non-location of the institution at the informed address;

IV - interruption, for more than four months, without just cause, of the sending of accounting statements and other information required by current regulations;

V - failure to comply with the deadline for the start of operation provided for in the authorization process, observing the provisions of Art. 10, § 1º;

VI - failure to comply with the affiliation commitment provided for in the business plan; and

VII - failure to comply with the additional conditions established in the sole paragraph of Art. 12.

§ 1º Prior to the cancellation referred to in the caput, the BCB must:

I - consider the risks of cancellation for the stability of the National Financial System, for public savings, and for the operational creditors of the institution;

II - institute an administrative process, notifying the institution at the address provided to the BCB to manifest its position regarding the intention to cancel; and

III - publish to the public, by the means it deems most appropriate, the intention to cancel the authorization in question, with a view to the possible presentation of objections within thirty days.

§ 2º In the case of item III of the caput, or if the interested party cannot be found, the notification referred to in item II of § 1º shall be carried out by means of a public notice.

§ 3º Once the cancellation referred to in the caput has been effected, the BCB shall communicate it to the competent registration body.

CHAPTER XII

SUPPLEMENTARY PROVISIONS

Art. 50. If falsity is found, at any time, in the declarations or documents presented in the instruction of the processes provided for in this Resolution, and considering the relevance of the omitted or distorted facts, based on the circumstances of each case and the public interest, the BCB may:

I - in the case of processes for authorization for constitution and operation, review the decision that authorized the operation of the institution;

II - in the case of corporate reorganization, determine the regularization of the act; and

III - in the case of election or appointment to exercise a position in a statutory or contractual body of the institution, review the decision that approved the election or appointment.

§ 1º In the situations described in the caput, the BCB must institute an administrative process, notifying the interested party to manifest its position regarding the irregularity found.

§ 2º The interested party shall be notified by public notice if not found at the address provided to the BCB.

§ 3º The competent registration body shall be notified of the measure adopted by the BCB.

§ 4º The measures provided for in this article may also be adopted if circumstances pre-existing or subsequent to the election or appointment that may affect the reputation of those elected or appointed to statutory or contractual positions are found, at any time.

Art. 51. The BCB may archive requests related to the subjects dealt with in this Resolution when:

I - there is non-compliance with any of the deadlines provided for in this Resolution;

II - requests for the presentation of additional documents, provision of information, appearance for technical interviews, or other requests related to the process are not met within the specified deadline; or

III - there is delay in resolving the pointed-out pending issues beyond the determined deadline, without presentation of justifications considered sufficient.

Art. 52. The BCB, in the exercise of its supervisory powers, if it finds deficiencies in the internal controls and risk management structure or insufficiency in the physical and technological structure used in the operation, management, and placement of products of a singular credit cooperative, may determine the suspension of the admission of new associates by the singular credit cooperative, until the deficiencies are remedied.

Sole Paragraph. The suspension of the admission of new associates referred to in the caput may also be based on the information forwarded to the BCB under Arts. 40 to 42, in the case of a singular credit cooperative's withdrawal from its respective central cooperative.

Art. 53. A singular credit cooperative not affiliated with a central credit cooperative may contract services from a central cooperative and a confederation of confederations with a view to implementing internal control systems required by current regulatory provisions.

Art. 54. Respecting the legislation and current regulations, a credit cooperative may only participate in the capital of:

I - a central credit cooperative or confederation of confederations constituted, respectively, by singular cooperatives or by central cooperatives;

II - financial institutions controlled by credit cooperatives, in accordance with specific regulation;

III - cooperatives or companies controlled by a central cooperative or confederation that act predominantly in the provision of services and supply of goods to institutions of the credit cooperative sector, provided they are necessary for their operation or complementary to the services and products offered to associates; and

IV - institutional representation entities, technical cooperation entities, or educational entities.

§ 1º The credit cooperative, whenever requested by the BCB, must provide any documents or information about the non-financial entity whose capital it participates in directly or indirectly.

§ 2º The corporate participation held by a credit cooperative under items I and II of the caput shall not be computed for the purpose of observing the immobilization limit established in current regulations.

§ 3º The participations provided for in items I to IV of the caput do not require prior authorization from the BCB.

Art. 55. It is prohibited for members of statutory bodies and occupants of management functions in a credit cooperative to participate in the administration or hold 5% (five percent) or more of the capital of other financial institutions and other institutions authorized to operate by the BCB, as well as merchant development companies, except for credit cooperatives.

Sole Paragraph. The prohibition referred to in the caput does not apply to the participation of members of statutory bodies of credit cooperatives in the board of directors or equivalent collegiate body of financial institutions and other entities controlled, directly or indirectly, by said cooperatives, provided that no executive functions are assumed in these controlled entities.

Art. 56. The singular credit cooperative must keep in its premises, in an accessible and visible location, a printed publication or information board on the rights and duties of associates, containing an exposition on the form of distribution of surpluses and allocation of losses.

Art. 57. Violations of the provisions of current legislation and this Resolution, as well as the practice of acts contrary to cooperative principles, subject the directors and members of administrative, fiscal, and similar councils of credit cooperatives to the penalties provided for in Law No. 4,595, of December 31, 1964, without prejudice to others established in current legislation.

Art. 58. The implementation of a plan to resolve the situation that led to the adoption of preventive prudential measures, due to one of the situations provided for in Art. 2 of Resolution No. 4,019, of September 29, 2011, shall be subject to monitoring by a central credit cooperative or confederation, which will send reports to the BCB monthly, or at the frequency determined by it.

Art. 59. The BCB, within a period of up to ninety days from the date of entry into force of this Resolution, shall indicate, based on the operations carried out, the prior classification of each singular credit cooperative in operation on the date of entry into force of this Resolution into the categories provided for in Art. 15.

Sole Paragraph. Within a period of up to ninety days from the date of the indication referred to in the caput, the singular credit cooperative must:

I - express agreement with the indication, in the form defined by the BCB; or

II - request a change of the indicated category, as provided for in Art. 14.

Art. 60. The singular credit cooperative, from the date of manifestation or request for alteration of its classification, under the sole paragraph of Art. 59, shall observe the provisions of this Resolution, being that:

I - the singular credit cooperative that presents equity lower than the limit established in Art. 19 must comply with this limit within a maximum period of three years, counted from the entry into force of this Resolution; and

II - the singular credit cooperative subject to the requirement to adopt an administrative structure integrated by a board of directors and an executive board, under Art. 27, must implement this structure in the first election of administrators held from 2017 onwards, or earlier, at the discretion of the general meeting.

Art. 61. The central credit cooperative and the confederation of confederations that present equity lower than the limit established in Art. 19 must comply with this limit within a maximum period of three years counted from the entry into force of this Resolution.

Art. 62. The BCB is authorized to:

I - issue norms and adopt measures deemed necessary for the execution of the provisions of this Resolution; and

II - define procedures related to the authorization for operation process.

Art. 63. Art. 1 of Resolution No. 4,150, of October 30, 2012, shall be amended to read as follows:

“Art. 1. Singular credit cooperatives, authorized to collect resources and deposits exclusively from their associates without issuing certificates, must affiliate themselves with a credit guarantee fund, which must possess the following minimum requirements and characteristics:

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

Art. 64. Art. 5 of Resolution No. 4,151, of 2012, shall be amended to read as follows:

“Art. 5. ...........................................................................

§ 1º The Combined Balance Sheet of the Cooperative System must be audited by an independent auditor registered with the Securities and Exchange Commission (CVM) or by a cooperative audit entity, which must issue an opinion on the values presented, the adequate representation of the economic-financial position of the cooperative system, as well as on the observance of the elimination procedures provided for in current regulations.

§ 2º The contracting of audit services, when carried out by an independent auditor, must observe the provisions of Resolution No. 3,198, of May 27, 2004, notably with regard to registration, certification, and auditor independence criteria.

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

§ 5º If any fact is observed that implies suspicion regarding the independence of the cooperative audit entity in carrying out the audit service of the Combined Balance Sheet of the Cooperative System, the Central Bank of Brazil may determine that this audit be reviewed by another entity that does not have a corporate link with the audited cooperative system.

§ 6º If the measure provided for in § 5º is adopted and the problem persists, the Central Bank of Brazil may determine that the cooperative audit entity refrain from continuing to carry out the audit of the Combined Balance Sheet of the Cooperative System to which it belongs.” (NR)

Art. 65. Art. 6 of the Regulation Annex II to Resolution No. 4,122, of August 2, 2012, shall be amended to read as follows:

“Art. 6. A declaration of purposes must be published, with a view to the exercise of positions of board member, director, or managing partner of the institutions referred to in Annex I of this Resolution and of full credit cooperatives, regarding those elected or appointed, whose names have not previously been approved by the Central Bank of Brazil for the exercise of such positions in said institutions.”

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

Art. 66. This Resolution enters into force on the date of its publication.

Art. 67. The following are revoked:

I - Art. 18 and items II to VI of the caput of Art. 31 of Resolution No. 3,859, of May 27, 2010, from 180 (one hundred and eighty) days from the entry into force of this Resolution; and

II - the remaining articles of Resolution No. 3,859, of 2010, and Resolutions Nos. 4,020, of September 29, 2011, and 4,243, of June 28, 2013, on the date of entry into force of this Resolution.

            Alexandre Antonio Tombini  
                    President of the Central Bank of Brazil