Resolution No. 4,945

RESOLUTION

CMN No. 4,945, OF SEPTEMBER 15, 2021

Provides for the Social, Environmental and Climate Responsibility Policy (PRSAC) and for actions aimed at its effectiveness.

The Central Bank of Brazil, in accordance with Article 9 of Law No. 4,595, of December 31, 1964, makes public that the Monetary National Council, in a session held on August 26, 2021, based on the provisions of Articles 4, items VI and VIII, of the aforementioned Law, 2, item VI, and 9 of Law No. 4,728, of July 14, 1965, 20, § 1, of Law No. 4,864, of November 29, 1965, 7 of Law No. 6,099, of September 12, 1974, 1, item II, of Law No. 10,194, of February 14, 2001, 1, § 1, and 12, item V, of Complementary Law No. 130, of April 17, 2009, and 6 of Decree-Law No. 759, of August 12, 1969,

RESOLVED:

Art. 1 This Resolution provides for the Social, Environmental and Climate Responsibility Policy (PRSAC) and for actions aimed at its effectiveness.

CHAPTER I

ON THE OBJECT AND SCOPE OF APPLICATION

Art. 2 Financial institutions and other institutions authorized to operate by the Central Bank of Brazil classified in Segment 1 (S1), Segment 2 (S2), Segment 3 (S3), Segment 4 (S4) and Segment 5 (S5), as provided in Resolution No. 4,553, of January 30, 2017, must establish the PRSAC and implement actions aimed at its effectiveness, in accordance with this Resolution.

§ 1 The PRSAC and the actions referred to in the caput must be:

I - proportional to the business model, the nature of the operations and the complexity of the products, services, activities and processes of the institution; and

II - adequate to the size and relevance of the exposure to social risk, environmental risk and climate risk, as provided in Resolution No. 4,557, of February 23, 2017, for institutions classified in S1, S2, S3 or S4, and Resolution No. 4,606, of October 19, 2017, for institutions classified in S5.

(Single paragraph transformed into § 1, from 1/1/2025, by CMN Resolution No. 5,194, of 19/12/2024.)

§ 2 The provisions of this Resolution do not apply to consortium administrators, payment institutions, securities brokerage firms, securities distribution companies and currency brokerage companies, which will follow the rules issued by the Central Bank of Brazil in the exercise of its legal powers. (Included, from 1/1/2025, by CMN Resolution No. 5,194, of 19/12/2024.)

CHAPTER II

ON THE SOCIAL, ENVIRONMENTAL AND CLIMATE RESPONSIBILITY POLICY (PRSAC) AND ACTIONS AIMED AT ITS EFFECTIVENESS

Art. 3 For the purposes of this Resolution, the PRSAC consists of a set of principles and guidelines of a social nature, an environmental nature and a climate nature to be observed by the institution in conducting its business, activities and processes, as well as in its relationship with stakeholders.

§ 1 For the purposes of this Resolution, it is considered:

I - social nature, the respect, protection and promotion of fundamental rights and guarantees and of common interest;

II - common interest, interest associated with a group of people legally or factually linked by the same cause or circumstance, when not related to the environmental nature or the climate nature;

III - environmental nature, the preservation and repair of the environment, including its recovery, when possible;

IV - climate nature, the positive contribution of the institution:

a) in the transition to a low-carbon economy, in which the emission of greenhouse gases is reduced or compensated and the natural mechanisms for capturing these gases are preserved; and

b) in the reduction of the impacts caused by frequent and severe weather events or by long-term environmental changes, which may be associated with changes in climate patterns; and

V - stakeholders:

a) customers and users of the institution's products and services;

b) the community internal to the institution;

c) the suppliers and relevant third-party service providers of the institution;

d) investors in securities issued by the institution; and

e) other people impacted by the institution's products, services, activities and processes, according to criteria defined by it.

§ 2 For the purposes of establishing the PRSAC, the following must be considered:

I - the impact of a social, environmental or climate nature of the institution's activities and processes, as well as of the products and services offered by it;

II - the strategic objectives of the institution, as well as business opportunities related to aspects of a social, environmental and climate nature; and

III - the competitiveness conditions and the regulatory environment in which the institution operates.

Art. 4 The actions referred to in Art. 2 must be continuously monitored and evaluated regarding their contribution to the effectiveness of the PRSAC.

Sole paragraph. For the purposes of the evaluation referred to in the caput, clear and verifiable criteria must be established.

CHAPTER III

ON GOVERNANCE

Art. 5 The institution must designate a director responsible for compliance with the provisions of this Resolution.

§ 1 The duties of the director mentioned in the caput include:

I - providing support and participating in the decision-making process related to the establishment and review of the PRSAC, assisting the board of directors;

II - implementing actions aimed at the effectiveness of the PRSAC;

III - monitoring and evaluating the implemented actions;

IV - improving the implemented actions, when eventual deficiencies are identified; and

V - adequate and reliable disclosure of the information referred to in Art. 10.

§ 2 Provided that the absence of conflict of interest is ensured, it is admitted that the director referred to in the caput performs other functions in the institution, including, when applicable, responsibility for the disclosure of information under Arts. 56 and 56-A of Resolution No. 4,557, of 2017.

§ 3 The internal regulations of the institution, or equivalent, must expressly provide for the duties of the director referred to in the caput.

§ 4 The institution must designate the director referred to in the caput to the Central Bank of Brazil.

Art. 6 The constitution of a social, environmental and climate responsibility committee, linked to the board of directors, is:

I - mandatory, for institutions classified in S1 or S2; and

II - optional, for institutions classified in S3, S4 or S5.

§ 1 The duties of the committee referred to in the caput include:

I - proposing recommendations to the board of directors on the establishment and review of the PRSAC;

II - evaluating the degree of adherence of the implemented actions to the PRSAC and, when necessary, proposing improvement recommendations; and

III - keeping records of the recommendations referred to in items I and II.

§ 2 The composition of the committee referred to in the caput must be disclosed on the institution's website.

§ 3 The social, environmental and climate responsibility committee must coordinate its activities with the risk committee, as provided in Resolution No. 4,557, of 2017, in order to facilitate the exchange of information.

§ 4 Provided that the absence of conflict of interest is ensured and the provisions of §§ 2 and 3 are observed, it is admitted the designation of the duties of the social, environmental and climate responsibility committee, referred to in § 1, to another committee constituted by the institution.

§ 5 In the event of non-constitution of the committee referred to in the caput and non-observance of the provisions of § 4, the management of an institution classified in S3, S4 or S5 must assume the duties mentioned in § 1.

Art. 7 It is the responsibility of the board of directors, for the purposes of this Resolution:

I - approve and review the PRSAC, with the assistance of the director referred to in Art. 5 and the social, environmental and climate responsibility committee;

II - ensure the institution's adherence to the PRSAC and to actions aimed at its effectiveness;

III - ensure the compatibility and integration of the PRSAC with other policies established by the institution, including, when existing, credit policies, human resources management policies, risk management policies, capital management policies and compliance policies;

IV - ensure the timely correction of deficiencies related to the PRSAC;

V - establish the organization and duties of the social, environmental and climate responsibility committee;

VI - ensure that the remuneration structure adopted by the institution does not incentivize behaviors incompatible with the PRSAC; and

VII - promote the internal dissemination of the PRSAC and actions aimed at its effectiveness.

§ 1 The review of the PRSAC, referred to in the caput, item I, must be carried out at least every three years or upon the occurrence of events considered relevant by the institution, including:

I - offering of new relevant products or services;

II - relevant modifications in the institution's products, services, activities or processes;

III - significant changes in the institution's business model;

IV - significant corporate reorganizations;

V - political, legal, regulatory, technological or market changes, including significant changes in consumption preferences, which impact the institution's business in a relevant way, both positively and negatively; and

VI - relevant changes regarding the provisions of Art. 2, sole paragraph, item II.

§ 2 In the absence of a board of directors, the duties attributed to it by this Resolution apply to the institution's management.

Art. 8 It is the responsibility of the institution's management to conduct its activities in accordance with the PRSAC and with the actions implemented aimed at its effectiveness.

Art. 9 The processes related to the establishment of the PRSAC and the implementation of actions aimed at its effectiveness must be periodically evaluated by the institution's internal audit.

CHAPTER IV

ON INFORMATION DISCLOSURE

Art. 10 The following information must be disclosed to the external public, in a single and easily identifiable location on the institution's website:

I - mandatory, the PRSAC;

II - mandatory, the actions implemented aimed at the effectiveness of the PRSAC, as well as the criteria for its evaluation;

III - mandatory, when existing:

a) the list of economic sectors subject to restrictions in business conducted by the institution due to aspects of a social, environmental or climate nature;

b) the list of products and services offered by the institution that contribute positively to aspects of a social, environmental or climate nature;

c) the list of national or international pacts, agreements or commitments of a social, environmental or climate nature of which the institution or, as the case may be, its foreign parent company, when this participation involves the Brazilian subsidiary, is a participant; and

d) the mechanisms used to promote the participation of stakeholders, if included in the process of establishing and reviewing the PRSAC; and

IV - optional, the evaluation of the actions regarding their contribution to the effectiveness of the PRSAC.

Sole paragraph. The information disclosed under the caput must be promptly updated upon the occurrence of:

I - review of the PRSAC;

II - relevant changes in the actions implemented aimed at the effectiveness of the PRSAC or in the criteria for its evaluation;

III - relevant changes in the information referred to in the caput, item III;

IV - relevant changes in the evaluation of the actions regarding their contribution to the effectiveness of the PRSAC, in the event of disclosure referred to in the caput, item IV; and

V - inconsistencies or errors in previously disclosed information.

CHAPTER V

ON THE PRUDENTIAL CONGLOMERATE AND THE COOPERATIVE CREDIT SYSTEM

Art. 11 The PRSAC referred to in Art. 2 must be unified for institutions that are part of the same prudential conglomerate.

§ 1 The unified PRSAC and actions aimed at its effectiveness must consider aspects of a social, environmental and climate nature related to the conglomerate and to each institution individually.

§ 2 The Central Bank of Brazil must be informed about the designation of the institution that is part of the prudential conglomerate responsible for the provisions of this Resolution, which is responsible for:

I - designating the director referred to in Art. 5; and

II - constituting, for the conglomerate, the social, environmental and climate responsibility committee, under the terms of Art. 6, when applicable.

§ 3 The duties of the board of directors and management established by this Resolution apply, respectively, to the board of directors and management of the institution designated in the manner of § 2.

Art. 12 The PRSAC referred to in Art. 2 must be unified for institutions that are part of the same cooperative credit system.

§ 1 The unified PRSAC must be established by the confederation of central entities or by the cooperative bank, or, in the absence thereof, by the central cooperative that is part of the respective cooperative credit system.

§ 2 The unified PRSAC must consider aspects of a social, environmental and climate nature related to the activities of the institutions that are part of the respective cooperative credit system.

§ 3 The duties referred to in Arts. 6 and 7 associated with the establishment and review of the PRSAC apply, respectively, to the social, environmental and climate responsibility committee, when constituted, and to the board of directors of the institution mentioned in § 1.

§ 4 The establishment of the unified PRSAC does not exempt the management of each institution that is part of the cooperative credit system, including the institutions mentioned in § 1, from implementing actions aimed at the effectiveness of the PRSAC, as well as:

I - the designation, to the Central Bank of Brazil, of the director referred to in Art. 5, to whom the duties mentioned in that article apply, including responsibility for the adequate and reliable disclosure of the unified PRSAC and the other information referred to in Art. 10; and

II - the exercise of the duties referred to in Arts. 6 to 8 that are not associated with the establishment and review of the PRSAC.

CHAPTER VI

FINAL PROVISIONS

Art. 13 Documentation related to the establishment of the PRSAC and the implementation of actions aimed at its effectiveness must be kept available to the Central Bank of Brazil for five years.

Art. 14 If inadequacy or insufficiency is identified in the controls and procedures related to the establishment of the PRSAC and the implementation of actions aimed at its effectiveness, the Central Bank of Brazil may determine improvements.

Art. 15 The provisions of this Resolution must be observed from December 1, 2022, by institutions classified in S3, S4 or S5.

§ 1 While the provisions of this Resolution do not apply to institutions classified in S3, S4 or S5, the provisions of Resolution No. 4,327, of April 25, 2014, regarding the Socio-Environmental Responsibility Policy, apply to such institutions.

§ 2 Institutions classified in S1 or S2 will cease to observe the provisions of Resolution No. 4,327, of 2014, regarding the Socio-Environmental Responsibility Policy, from July 1, 2022.

Art. 16 Resolution No. 4,327, of 2014, is hereby repealed.

Art. 17 This Resolution enters into force on:

I - December 1, 2022, regarding Art. 16; and

II - July 1, 2022, regarding the remaining articles.

Roberto de Oliveira Campos Neto

President of the Central Bank of Brazil