CMN Resolution No. 5139 — Amends CMN Resolution No. 5061 of February 16, 2023, regarding the organization and functioning of service confederations

CMN RESOLUTION NO. 5,139, OF MAY 23, 2024

Amends CMN Resolution No. 5,061, of February 16, 2023, which provides for the organization and functioning of service confederations.

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 23, 2024, based on Articles 1, paragraph 1, and 12 of Complementary Law No. 130, of April 17, 2009,

RESOLVES:

Article 1. Resolution CMN No. 5,061, of February 16, 2023, shall be amended as follows:

"Article 3. ............................................................................................................

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Paragraph 1. The service confederation may perform the duties referred to in items I to IV of the caput for single credit cooperatives belonging to the same cooperative system, provided there are specific provisions in the statutes of the service confederation, the central credit cooperative, and the single credit cooperative.

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

"Article 4-A. The service confederation may establish a systemic policy for attracting new members or increasing social capital through the membership base of single credit cooperatives belonging to the respective cooperative system, as well as define actions for carrying out campaigns and for offering or distributing bonuses, prizes, or other advantages for these purposes.

Paragraph 1. The policy referred to in the caput must consider, at a minimum:

I - the expansion guidelines of the cooperative system;

II - the preservation of the economic interests of the members of the single credit cooperatives belonging to the cooperative system; and

III - the financial inclusion of the population belonging to the area of operation of the single credit cooperatives belonging to the cooperative system.

Paragraph 2. The campaigns referred to in the caput must observe the respective policy and provide, at a minimum:

I - the objectives;

II - the target audience;

III - economic rationality;

IV - mechanisms for monitoring their effectiveness; and

V - the method of disclosing results to the members of the single credit cooperatives belonging to the cooperative system." (NR)

"Article 4-B. The service confederation may temporarily assume the administration of a credit cooperative belonging to the same system, when authorized by the Central Bank of Brazil, in accordance with the regulation that governs the organization and functioning of credit cooperatives.

Sole Paragraph. The service confederation responsible for temporary administration will render accounts of its acts to the members of the cooperative under its administration at the time of the ordinary general assembly of that cooperative." (NR)

"Article 14. The governance and management structure of the service confederation must be integrated, at a minimum, by the board of directors and the executive board subordinate to it.

Paragraph 1. The board of directors shall be elected by the general assembly and composed of central credit cooperatives affiliated with the service confederation, represented by natural persons associated with single credit cooperatives belonging to the same cooperative system.

Paragraph 2. The board of directors must be renewed at each election by at least one-third of its associated members, except in the case of the service confederation whose board of directors has equal participation from all its associated cooperatives.

Paragraph 3. The members of the executive board must be elected by the board of directors among natural persons, in accordance with Article 5 of Complementary Law No. 130, of April 17, 2009, and it is prohibited to hold simultaneous positions on the board of directors and the executive board in the same service confederation." (NR)

"Article 14-A. The service confederation must implement and maintain a policy for renewing the members of the board of directors that:

I - establishes a limit on the tenure of members on the board of directors;

II - is consistent with the administrator succession policy of the confederation; and

III - considers the risks involved, primarily the risk of continuity of the confederation.

Paragraph 1. The policy referred to in the caput must be approved by the board of directors and communicated to the members at the first general assembly held after its approval.

Paragraph 2. While the confederation does not implement the policy referred to in the caput, the maximum period of tenure for a member on the board of directors shall be twelve consecutive years, regardless of the term of office.

Paragraph 3. In calculating the maximum period of tenure for a member on the board of directors provided for in Paragraph 2, terms prior to the entry into force of this Resolution or ongoing on that date are not considered.

Paragraph 4. A member who serves a term on the board of directors subject to the limit defined in Paragraph 2 may only join the board of directors again after at least one term has elapsed.

Paragraph 5. The Central Bank of Brazil may determine a review of the policy referred to in the caput, including the limit on the tenure of members of the board of directors of the service confederation, if it considers the policy inadequate or incompatible with the risks to which the institution is exposed.

Paragraph 6. The service confederation must keep available to the Central Bank of Brazil documentation related to the policy referred to in the caput, including studies and justifications for its definition.

Paragraph 7. Service confederations must comply with the provisions of this article starting from January 1, 2026." (NR)

"Article 14-B. The hiring of an independent non-affiliated board director is admitted, as provided for in the articles of association, provided that the majority of the board is composed of affiliated persons, in accordance with Paragraph 1 of Article 14.

Paragraph 1. The following apply to independent board directors:

I - the same rules established for affiliated members of the board of directors apply, except regarding the requirement of election by the general assembly referred to in Paragraph 1 of Article 14; and

II - the same competencies and responsibilities defined for affiliated members of the board of directors are attributed.

Paragraph 2. For the purposes of this Resolution, a natural person is not considered an independent board director if they:

I - are a member of a single credit cooperative belonging to the same cooperative system;

II - are, or have been in the last six months, counted from the date of assumption of the councilor's position, a member of a statutory body, except in the capacity of independent board director, or have an employment or continuous service relationship with:

a) a credit cooperative or service confederation belonging to the same cooperative system; or

b) a company controlled by the institutions referred to in item "a"; or

III - are a spouse, partner, or relative in a direct or collateral line up to the second degree of the persons referred to in item II.

Paragraph 3. The eventual approval of an independent councilor by a general assembly must occur in a specific process, separate from the process for the election of affiliated board directors.

Paragraph 4. The service confederation must notify the Central Bank of Brazil of any dismissal, initiated by the confederation, of an independent board director before the end of their term."
(NR)

"Article 16. ...........................................................................................................

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Sole Paragraph. When the hiring of an independent board director is provided for, the articles of association must establish:

I - the guidelines for their hiring;

II - the maximum number of these directors; and

III - the conditions for their reappointment." (NR)

"Article 25. It is prohibited for members of statutory bodies of a service confederation:

I - to participate in the administration of other institutions authorized to operate by the Central Bank of Brazil, except:

a) credit cooperatives belonging to the same system, observing the provisions of Article 5, Paragraph 3, of Complementary Law No. 130, of 2009; and

b) other institutions authorized to operate by the Central Bank of Brazil controlled, directly or indirectly, by credit cooperatives belonging to the same system;

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

Article 2. The sole paragraph of Article 25 of CMN Resolution No. 5,061, of 2023, is hereby repealed.

Article 3. This Resolution enters into force on July 1, 2024.

ROBERTO DE OLIVEIRA CAMPOS NETO
President of the Central Bank of Brazil