CMN Resolution No. 4538 — Establishes the Succession Policy for Administrators of Financial Institutions and Other Institutions Authorized by the Central Bank of Brazil

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 November 24, 2016, based on Article 4, item VIII, of the aforementioned Law, and Article 1, § 1, of Complementary Law No. 130 of April 17, 2009,

R E S O L V E S:

Article 1. Financial institutions and other institutions authorized to operate by the Central Bank of Brazil must implement and maintain a succession policy for administrators, applicable to senior management positions within the institution.

Sole Paragraph. The provisions of this Resolution do not apply to:

I - microentrepreneur credit societies and small businesses;

II - financial institutions and other institutions authorized to operate by the Central Bank of Brazil under extrajudicial liquidation; and

III - consortium administrators and payment institutions, which must follow regulations issued by the Central Bank of Brazil in the exercise of its legal competence.

Article 2. The administrator succession policy must be compatible with the nature, size, complexity, structure, risk profile, and business model of the institution, ensuring that those occupying senior management positions possess the necessary competencies to perform their duties.

Sole Paragraph. The institution must expressly indicate in its administrator succession policy the positions to which this policy applies.

Article 3. The administrator succession policy must cover processes for recruiting, promoting, electing, and retaining administrators, formalized based on rules governing the identification, evaluation, training, and selection of candidates for senior management positions, considering, at a minimum, the following aspects:

I - conditions for exercising the position required by current legislation and regulations;

II - technical capacity;

III - managerial capacity;

IV - interpersonal skills;

V - knowledge of legislation and regulations regarding liability of any kind arising from their actions; and

VI - experience.

Article 4. The Board of Directors is responsible for approving, supervising, and controlling processes related to the planning, operationalization, maintenance, and revision of the administrator succession policy.

§ 1. In the absence of a Board of Directors, the responsibilities mentioned in the main text must be assigned to the institution's executive board.

§ 2. The administrator succession policy of credit cooperatives must be approved by the General Assembly.

Article 5. The administrator succession policy must be reviewed at least every five years.

Article 6. The institutions mentioned in Article 1 must keep documentation related to the administrator succession policy available to the Central Bank of Brazil for a minimum period of five years.

Article 7. The Central Bank of Brazil is authorized to issue complementary regulations and adopt necessary measures to comply with this Resolution.

Article 8. The institutions mentioned in Article 1 must implement the administrator succession policy within 180 days, counted from the date of publication of this Resolution.

Article 9. This Resolution enters into force on the date of its publication.

Ilan Goldfajn
President of the Central Bank of Brazil