CVM Instruction No. 308 of May 14, 1999 (Revoked)

FULL TEXT OF CVM INSTRUCTION NO. 308, OF MAY 14, 1999, WITH THE CHANGES INTRODUCED BY CVM INSTRUCTIONS NO. 509/2011, 545/2014, 591/2017, 609/2019 AND 611/2019.

Provides for the registration and exercise of the activity of independent auditing within the securities market, defines the duties and responsibilities of the administrators of the audited entities in their relationship with independent auditors, and revokes CVM Instructions No. 216, of June 29, 1994, and No. 275, of March 12, 1998.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Board, in a meeting held on this date, in view of the provisions of arts. 1, item V, 22, sole paragraph, item IV and 26, §§ 1 and 2, of Law No. 6.385, of December 7, 1976, and in view of the provisions of art. 177, § 3, of Law No. 6.404, of December 15, 1976, RESOLVED to issue the following Instruction:

ON REGISTRATION, ITS CATEGORIES AND CONDITIONS

Art. 1 The independent auditor, to exercise activity within the securities market, is subject to registration with the Securities and Exchange Commission, regulated by this Instruction.

Art. 2 The registration of independent auditor comprises two categories:
I - Independent Auditor - Individual Person (AIPF), granted to the accountant who meets the requirements set forth in arts. 3 and 5 of this Instruction; II - Independent Auditor - Legal Entity (AIPJ), granted to the professional society, constituted in the form of a pure simple civil society, that meets the requirements set forth in arts. 4 and 6 of this Instruction.

Item II with wording given by CVM Instruction No. 591, of October 26, 2017.

§1 The Securities and Exchange Commission shall also maintain a registry of the technical managers authorized to issue and sign audit reports, on behalf of each society, within the securities market.

§1 with wording given by CVM Instruction No. 591, of October 26, 2017.

§2 For the purposes of this Instruction, the technical managers comprise the partners and other accountants who maintain a professional link of any nature with the audit society, who have met the requirements contained in this Instruction.

§2 with wording given by CVM Instruction No. 591, of October 26, 2017.

§3 The Independent Auditor – Legal Entity is co-responsible for compliance with this Instruction, with regard to professional conduct, the exercise of the activity and the issuance of audit reports, by its technical managers.

§3 included by CVM Instruction No. 591, of October 26, 2017.

Art. 3 For the purposes of registration in the category of Independent Auditor - Individual Person, the interested party must meet the following conditions:
I - be registered with the Regional Council of Accounting, in the category of accountant; II - have exercised the activity of auditing financial statements, within the national territory, for a period of not less than five years, consecutive or not, counted from the date of registration with the Regional Council of Accounting, in the category of accountant, in accordance with art. 7; III - be exercising the activity of independent auditing, maintaining a professional office legalized in his own name, with facilities compatible with the exercise of the activity, under conditions that guarantee the custody, security and confidentiality of the documents and information resulting from this activity, as well as privacy in the relationship with its clients; and IV - have permanently updated knowledge about the branch of activity, the business and the accounting and operational practices of its clients, as well as have operational structure adequate to its number and size; and V – have been approved in a technical qualification exam provided for in art. 30.

Art. 4 For the purposes of registration in the category of Independent Auditor - Legal Entity, the interested party must meet the following conditions:
I - be registered with the Civil Registry of Legal Entities, in the form of a pure simple society, constituted exclusively for the provision of professional auditing services and other services inherent to the profession of accountant;

Item I with wording given by CVM Instruction No. 591, of October 26, 2017.

II – that all partners are accountants and that, at least half of them, are registered as technical managers, as provided in §§ 1 and 2 of art. 2; III – appear in the articles of association, or equivalent constitutive act, a clause providing that the society will be liable for the repair of damage it causes to third parties, due to fault or intent, in the exercise of professional activity and that the partners will respond jointly and unlimitedly for social obligations, after the assets of the society have been exhausted; IV – be regularly registered, as well as its partners and other technical managers, with the Regional Council of Accounting; V – all technical managers authorized to issue and sign audit reports on behalf of the society, as provided in §§ 1 and 2 of art. 2, have exercised the activity of auditing financial statements, proven in accordance with art. 7; within the national territory for a period of not less than five years, consecutive or not, counted from the date of registration with the Regional Council of Accounting, in the category of accountant;

Item V with wording given by CVM Instruction No. 591, of October 26, 2017.

VI - all technical managers have been approved in a technical qualification exam provided for in art. 30; VII – maintain a professional office legalized in the name of the society, with facilities compatible with the exercise of the activity of independent auditing, under conditions that guarantee the custody, security and confidentiality of the documents and information resulting from this activity, as well as privacy in the relationship with its clients; and VIII - maintain a permanent staff of technical personnel adequate to the number and size of its clients, with constantly updated knowledge about their branch of activity, the business, the accounting and operational practices.

ON THE INSTRUCTION OF THE REGISTRATION APPLICATION

Art. 5 The registration application for Independent Auditor - Individual Person shall be accompanied by the following documents:
I – request (Annex I);
II - copy of the accountant's professional ID card, in the category of accountant, or equivalent certificate, issued by the Regional Council of Accounting;

Item II with wording given by CVM Instruction No. 591, of October 26, 2017.

III - registration information (Annex II);
IV - copy of the License for Location and Operation, or equivalent competent document, issued by the Municipal Government where the applicant exercises the activity, which proves the legalization of the office in his own name; V - proof of the exercise of the auditing activity, as provided in art. 7; VI - certificate of approval in the technical qualification exam, provided for in art. 30; and VII – legal declaration (Annex III). VII - Certificate of Regularity to prove compliance with the Continuing Professional Education Program by the accountant, from the year following his approval in the Technical Qualification Exam referred to in the previous item, in accordance with art. 34 of this Instruction and with the guidelines approved by the CFC.

Item VII with wording given by CVM Instruction No. 591, of October 26, 2017.

Art. 6 The registration application for Independent Auditor - Legal Entity shall be accompanied by the following documents:
I – request (Annex IV);
II – transcript or certificate of the instrument of articles of association, or equivalent constitutive act, and subsequent amendments, with proof of registration and filing with the Civil Registry of Legal Entities, and registration with the Regional Council of Accounting; III – list of addresses of the headquarters and offices, if applicable; IV – list of entities in which the society, its partners and technical managers have participation in the share capital and that operate or provide services within the securities market, indicating their respective areas of activity; V - copy of the License for Location and Operation or equivalent competent document, issued by the Municipal Government, of the headquarters and offices, if applicable, which proves their legalization; VI – copy of the National Registry of Legal Entities of the Ministry of Finance of the headquarters and offices, if applicable; VII - copy of the Registration License issued by the Regional Council of Accounting of the headquarters and offices, if applicable; VIII – legal declaration (Annex V); IX – indication of up to two partners as representatives of the society before the CVM, who will be responsible for pursuing and forwarding the provision of clarifications related to compliance with this Instruction and with the exercise of professional activity within the securities market; X - copy of the accountant's professional ID card, or equivalent certificate issued by the Regional Council of Accounting, of the partners and other technical managers;

Items VIII, IX, X, XI, XII and XIII with wording given by CVM Instruction No. 591, of October 26, 2017.

XI – registration information of the partners and other technical managers (Annex II); XII – proof of the exercise of the auditing activity of each of the technical managers, in accordance with art. 7; and XIII – certificate of approval in the technical qualification exam of each of the technical managers, provided for in art. 30.

Art. 6-A The registration application for technical manager of an Independent Auditor – Legal Entity, already registered with the CVM, shall be accompanied by the following documents:
I – simple request, signed by the representative of the society, with indication of the name of the professional to be included in the registry; II – registration information of the technical manager (Annex II); III - copy of the accountant's professional ID card, or equivalent certificate, issued by the Regional Council of Accounting; IV – proof of exercise of auditing activity of the new technical manager, as provided in art. 7; V – certificate of approval in the technical qualification exam of each of the technical managers, provided for in art. 30; and VI - Certificate of Regularity to prove compliance with the Continuing Professional Education Program by the technical manager, from the year following his approval in the Technical Qualification Exam referred to in the previous item, in accordance with art. 34 of this Instruction and with the guidelines approved by the CFC.

Article 6-A included by CVM Instruction No. 591, of October 26, 2017

ON THE PROOF OF THE AUDITING ACTIVITY

Art. 7 The exercise of the auditing activity may be proven by presenting the following documents:
I – copies of audit reports accompanied by the audited financial statements, issued and signed by the interested party, published in newspapers or specialized magazines, one publication being sufficient for each year; or

Item I with wording given by CVM Instruction No. 591, of October 26, 2017.

II – copy of the individual employee registration or declaration of the audit society registered with the CVM, signed by its partner representative, and copy of the professional work card of the professional, observed the provisions of §§ 2 and 3 of this article.

§1 At the discretion of the CVM, the proof of experience in auditing financial statements may also be satisfied by presenting:
a) copies of audit reports and respective detailed reports, issued and signed by the interested party, accompanied by the respective financial statements, authenticated by the audited entity, containing express authorization for such documents to be presented to the Securities and Exchange Commission, for the purpose of proving the auditing activity of the interested party, one proof being sufficient for each year; or b) declaration of a government entity, publicly held company or large-sized recognized company, signed by its legal representative, in which all information pertinent to the employment link must appear, attesting that the same held a position or function of auditing financial statements.

§1 At the discretion of the CVM, the proof of experience in auditing financial statements may also be satisfied by presenting copies of audit reports or reports and respective detailed reports, issued and signed by the interested party, accompanied by the respective financial statements, authenticated by the audited entity, containing express authorization for such documents to be presented to the Securities and Exchange Commission, for the purpose of proving the auditing activity of the interested party, one proof being sufficient for each year.

§2 In the cases provided for in item II and letter “b” of § 1 of this article, the exercise, for a minimum period of two years, in a position of direction, management or supervision in the area of auditing financial statements, from the date of registration in the category of accountant, must be proven.

§2 In the cases provided for in item II of this article, the exercise, for a period of five years, in a position of direction, management or supervision in the area of auditing financial statements, from the date of registration in the category of accountant, must be proven.

§§ 1 and 2 with wording given by CVM Instruction No. 591, of October 26, 2017.

§3 The proof of compliance with the provisions of this article may be made by partial periods, consecutive or not, provided that the sum of the period of exercise of activity is not less than five years.

ON THE EXAMINATION OF THE APPLICATION AND THE DEADLINE FOR GRANTING REGISTRATION ON THE EXAMINATION OF THE APPLICATION AND THE DEADLINE FOR GRANTING REGISTRATION AS AUDITOR OR REGISTRATION AS TECHNICAL MANAGER

with wording given by CVM Instruction No. 591, of October 26, 2017.

Art. 8 The registration application as independent auditor will be subject to examination by the Securities and Exchange Commission, which may require the completion of the documents initially presented, their update, as well as the presentation of other documents, including audit working papers, which it deems necessary.

Art. 8 The registration application as independent auditor, or the registration of technical manager of Independent Auditor – Legal Entity, will be subject to examination by the Securities and Exchange Commission, which may require the completion of the documents initially presented, their update, as well as the presentation of other documents, including audit working papers, which it deems necessary.

Article 8 with wording given by CVM Instruction No. 591, of October 26, 2017.

Art. 9 The deadline for granting registration is thirty days from the date of entry of the application at the CVM.

§1 If the period provided for has elapsed without any manifestation by the Commission, it is presumed that the registration application was approved, and the interested party may request the issuance of the respective Declaratory Act, except in cases where it is verified that the same is not properly instructed and documented.

§2 The thirty-day period will be suspended only once if the CVM requests information or additional document necessary for the examination of the registration application, or conditions its approval to modifications in the relevant documentation.

§3 The CVM is assured, for final manifestation, a period corresponding to five business days, if the remainder of the period provided for in § 2 is less than this to it.

Art. 10. The registration application as Independent Auditor – Legal Entity will be denied when it includes an accountant who, in accordance with arts. 15 and 35 of this Instruction, has had his registration cancelled or suspended by the Securities and Exchange Commission, while the penalty has not been fulfilled.

Sole paragraph. The registration application as Independent Auditor - Individual Person will also, under the same conditions, be denied.

Art. 11. Registration in the category of Independent Auditor - Individual Person will not be permitted for an accountant who is a partner, director or technical manager or who has an employment link with an Independent Auditor - Legal Entity.

Art. 11 Registration in the category of Independent Auditor - Individual Person will not be permitted for an accountant who is a partner, director or technical manager or who has a professional link of any nature with an Independent Auditor - Legal Entity.

Article 11 with wording given by CVM Instruction No. 611, of August 15, 2019.

Sole paragraph: The participation of the same partner, or the assumption of technical responsibility by the same accountant, in more than one Independent Auditor – Legal Entity registered with the Securities and Exchange Commission is prohibited.

Sole paragraph included by CVM Instruction No. 591, of October 26, 2017.

Art. 12. If the application is approved, the Securities and Exchange Commission will issue the competent Declaratory Act, which will be published in the Official Gazette of the Union.

Sole paragraph. The Declaratory Act, published in the Official Gazette of the Union, constitutes proof of registration with the CVM, valid throughout the national territory.

Art. 13. If the application is denied, the Securities and Exchange Commission will notify the interested party by correspondence, with clarification of the reasons that caused the denial.

Art. 14. An voluntary appeal may be filed against the denying decision to the Collegiate Board of the Securities and Exchange Commission, in accordance with the rules in force.

ON CASES OF AUTOMATIC SUSPENSION AND CANCELLATION

Art. 15. The Independent Auditor - Individual Person, the Independent Auditor – Legal Entity and its technical managers may have, respectively, their registration and registry with the Securities and Exchange Commission suspended or cancelled, without prejudice to other legal sanctions applicable, in cases where:
I – the falsity of the documents or declarations presented to obtain registration with the Securities and Exchange Commission is proven; II – any of the conditions necessary for its granting or maintenance are not complied with or if a subsequent impeditive situation is verified; III – they have suffered a penalty of suspension or cancellation of professional registration, with final judgment, applied by the profession's regulatory body; or IV - are, by final judicial decision:
a) declared insolvent; b) convicted in a criminal process of an infamous nature, or for a crime or misdemeanor of economic content; c) barred from holding public office; or d) declared incapable of exercising their civil rights.

CVM INSTRUCTION NO. 308, OF MAY 14, 1999.

§1º The CVM will previously communicate to the independent auditor the decision to suspend or cancel its registration, in accordance with this article, granting it a period of ten business days, counted from the date of receipt of the communication, to present its reasons for defense or to regularize its registration.

§2º From the decision to suspend or cancel the registration, as provided for in this article, a voluntary appeal with suspensive effect may be filed with the Board of this Commission, in accordance with the other current norms.

ON PERIODIC AND EVENTUAL INFORMATION

Art. 16. The Independent Auditor - Natural Person and the Independent Auditor - Legal Entity shall annually submit, by the last business day of the month of April, the information required in Annex VI, relating to the previous fiscal year.

Art. 16. The Independent Auditor - Natural Person and the Independent Auditor - Legal Entity shall annually submit, by the last business day of the month of April, through the worldwide computer network, the information required in Annex VI, relating to the previous fiscal year.

Article 16 with wording given by CVM Instruction No. 591, of October 26, 2017.

I – within ten days of the date of its occurrence:
a) Registration Information (Annex II); and b) copy of the accountant's identity card or equivalent certificate of the new partners or technical managers.

II – within thirty days of the date of its occurrence:
a) transcript, certificate or copy of the changes to the articles of association, with proof of registration and filing with the Civil Registry of Legal Entities and the Regional Council of Accounting; and b) legal declaration (Annexes III and V) and other documents provided for in arts. 5º and 6º of this Instruction.

Art. 17. Without prejudice to, at any time, the Securities and Exchange Commission being able to demand the updating of any documents and information, independent auditors shall, whenever there is a change, forward to the CVM, within thirty days of the date of its occurrence:
a) transcript, certificate or copy of the changes to the articles of association, with proof of registration and filing with the Civil Registry of Legal Entities and the Regional Council of Accounting; b) copy of the accountant's professional identity card or equivalent certificate of the new partners; and c) Registration Information (Annex II) of the new partners.

Article 17 with wording given by CVM Instruction No. 591, of October 26, 2017.

CVM INSTRUCTION NO. 308, OF MAY 14, 1999.

Art. 18. Independent auditors who do not keep their registration updated or do not present the clarifications and information specified in this Instruction are subject to a daily penalty fine, observing the following values:

I - Fine of R$ 50.00 (fifty reais) - for the non-presentation of the information and documents required in item II of art. 17 of this Instruction; II - Fine of R$ 100.00 (one hundred reais) - for the non-presentation of the information and documents required in art. 16, in item I of art. 17 and in §§ 1º and 2º of art. 28 of this Instruction.

I - Fine of R$ 50.00 (fifty reais) - for the non-presentation of the information and documents required in art. 17 of this Instruction; II - Fine of R$ 100.00 (one hundred reais) - for the non-presentation of the information and documents required in art. 16 and in §§ 1º and 2º of art. 28 of this Instruction.

Items I and II with wording given by CVM Instruction No. 591, of October 26, 2017.

Sole Paragraph. The values referred to in this article will be reduced by half when the independent auditor does not have clients within the scope of the securities market.

Art. 18. Independent auditors who do not present the information indicated in arts. 16, 17 and in §§ 1º and 2º of art. 28, within the deadlines specified in this Instruction, are subject to the daily fine provided for in the specific norm that deals with penalty fines.

Sole Paragraph. The value of the penalty fine referred to in the caput will be reduced by half when the independent auditor does not have clients within the scope of the securities market.

Art. 18 with wording given by CVM Instruction No. 609, of June 25, 2019.

ON NORMS RELATING TO THE EXERCISE OF AUDITING ACTIVITIES IN THE SECURITIES MARKET

Art. 19. The independent auditor, in the exercise of its activity within the scope of the securities market, must comply and make its employees and agents comply with the specific norms issued by the Securities and Exchange Commission.

Art. 20. The Independent Auditor - Natural Person and the Independent Auditor - Legal Entity, all its partners and members of the technical staff, must also observe the norms issued by the Federal Council of Accounting - CFC and the technical pronouncements of the Brazilian Institute of Accountants - IBRACON, with regard to professional conduct, the exercise of the activity and the issuance of opinions and audit reports.

Art. 21. Audit opinions and documents intended to satisfy the requirements of the Securities and Exchange Commission must be issued and signed, with the indication of the professional category and the registration number with the Regional Council of Accounting, when Natural Person, or with the indication of the professional category, the registration number and registration with the Regional Council of Accounting, respectively, of the technical manager and the company, when Legal Entity.

CVM INSTRUCTION NO. 308, OF MAY 14, 1999.

Art. 21. Audit reports and documents intended to satisfy the requirements of the Securities and Exchange Commission must be issued and signed, with the indication of the professional category and the registration number with the Regional Council of Accounting, when Natural Person, or with the indication of the professional category, the registration number and registration with the Regional Council of Accounting, respectively, of the technical manager and the company, when Legal Entity.

Article 21 with wording given by CVM Instruction No. 591, of October 26, 2017.

ON GROUNDS FOR IMPEDIMENT AND INCOMPATIBILITY

Art. 22. Independent Auditing may not be performed by the Independent Auditor – Natural Person, the partners and the other members of the technical staff of Independent Auditor – Legal Entity when it is configured, in their performance at the audited entity, its controlled companies, controlling companies or members of the same economic group, the infringement of the norms of the Federal Council of Accounting - CFC relating to independence.

Art. 23. It is prohibited for the Independent Auditor and for the natural and legal persons linked to it, as defined in the CFC independence norms, with regard to the entities whose accounting audit service is under its charge:

I – acquire or maintain securities issued by the entity, its controlled companies, controlling companies or members of the same economic group; or II - provide consulting services that may characterize the loss of its objectivity and independence.

Sole Paragraph. Examples of consulting services provided for in the caput of this article are:

I - advisory on organizational restructuring;
II - company valuation;
III - asset revaluation;
IV - determination of values for the purpose of establishing provisions or technical reserves and provisions for contingencies; V - tax planning; VI - remodeling of accounting, information and internal control systems; or VII - any other product or service that influences or may come to influence the decisions taken by the administration of the audited institution.

Art. 24. The independent auditor must resign from the function in the occurrence of the situations provided for in art. 22.

Sole Paragraph. Upon finding non-observance of the provisions of this article, the Securities and Exchange Commission may determine the replacement of the independent auditor.

ON THE DUTIES AND RESPONSIBILITIES OF INDEPENDENT AUDITORS

CVM INSTRUCTION NO. 308, OF MAY 14, 1999.

Art. 25. In the exercise of its activities within the scope of the securities market, the independent auditor must, additionally:

I - verify:
a) if the financial statements and the audit opinion were disclosed in the newspapers in which their publication is mandatory and if these correspond to the audited financial statements and the originally issued report or opinion; a) if the financial statements and the audit report were disclosed in the newspapers in which their publication is mandatory and if these correspond to the audited financial statements and the originally issued report; a) if the financial statements and the audit report were disclosed in the media in which their publication is mandatory and if these correspond to the audited financial statements and the originally issued report;

Letter “a” with wording given by CVM Instruction No. 611, of August 15, 2019.

b) if the accounting and financial information and analyses presented in the entity's management report are in consonance with the audited financial statements; c) if the destinations of the entity's result are in accordance with the provisions of corporate law, its articles of association and the norms issued by the CVM; and d) the eventual non-compliance with the legal and regulatory provisions applicable to the activities of the audited entity and/or relating to its condition as an entity integrated into the securities market, which have, or may come to have, relevant effects on the financial statements or on the operations of the audited entity.

II - elaborate and forward to the administration and, when requested, to the Fiscal Council, a detailed report containing its observations regarding deficiencies or inefficacy of the internal controls and accounting procedures of the audited entity; II - elaborate and forward to the administration and the Fiscal Council, a detailed report containing its observations regarding the internal controls and accounting procedures of the audited entity, describing, furthermore, the eventual deficiencies or inefficiencies identified during the course of the work;

Item II with wording given by CVM Instruction No. 591, of October 26, 2017.

III - keep in good custody for a minimum period of five years, or for a longer period by express determination of this Commission in case of Administrative Inquiry, all documentation, correspondence, working papers, reports and opinions related to the exercise of its functions;

IV - clearly indicate, and to what extent, the accounts or subgroups of assets, liabilities, results and equity that are affected by the adoption of accounting procedures conflicting with the Fundamental Accounting Principles, as well as the effects on the mandatory dividend and the profit or loss per share, as the case may be, whenever it issues a special review report of quarterly financial statements or an adverse or qualified opinion;

CVM INSTRUCTION NO. 308, OF MAY 14, 1999.

IV - clearly indicate, and to what extent, the accounts or subgroups of assets, liabilities, results and equity that are affected by the adoption of accounting procedures conflicting with the Fundamental Accounting Principles, as well as the effects on the mandatory dividend and the profit or loss per share, as the case may be, whenever it issues a report on the review of interim information or an adverse or qualified audit report;

V - grant access to CVM inspection and provide or allow the reproduction of the documents referred to in item III, which served as the basis for the issuance of the special review report of quarterly financial statements or the audit opinion; and

V - grant access to CVM inspection and provide or allow the reproduction of the documents referred to in item III, which served as the basis for the issuance of the report on the review of interim information or the audit report; and

VI - enable, in the case of replacement by another auditor, safeguarding confidentiality aspects and with prior consent of the audited entity, access by the new contracted auditor to the documents and information that served as the basis for the issuance of the special review reports of quarterly financial statements and audit opinions of previous fiscal years.

VI - enable, in the case of replacement by another auditor, safeguarding confidentiality aspects and with prior consent of the audited entity, access by the new contracted auditor to the documents and information that served as the basis for the issuance of the reports on the review of interim information or audit reports of previous fiscal years.

Items IV, V and VI with wording given by CVM Instruction No. 591, of October 26, 2017.

VII – ensure that all partners, directors, managers, supervisors or any other members, with management functions, in the team destined to the exercise of auditing activity in entities regulated by the CVM, have been approved in a Specific Technical Qualification Examination for the CVM.

VIII – communicate the main audit matters in the audit reports of financial statements of all entities regulated or supervised by the CVM, in accordance with the professional auditing norms approved by the Federal Council of Accounting - CFC.

Items VII and VIII included by CVM Instruction No. 591, of October 26, 2017.

IX - in cases of utilization of the prerogative provided for in the caput of art. 31-A, evaluate and document in its working papers the compliance with the installation, composition and functioning requirements provided for in arts. 31-A, 31-B and 31-C, as well as, after that evaluation, to document the resignation from the auditing work when they conclude by non-conformity to the normative requirements.

Item IX included by CVM Instruction No. 611, of August 15, 2019.

Sole Paragraph. Upon finding any relevant irregularity regarding what is established in items I and II, the independent auditor must communicate the fact to the CVM, in writing, within a maximum period of twenty days, counted from the date of its occurrence.

ON THE DUTIES AND RESPONSIBILITIES OF ADMINISTRATORS AND THE FISCAL COUNCIL

CVM INSTRUCTION NO. 308, OF MAY 14, 1999.

Art. 26. The entity, when hiring independent auditing services, must provide the auditor with all the elements and conditions necessary for the perfect performance of its functions.

§1º The audited entity must provide the independent auditor with the management responsibility letter, in accordance with the norms approved by the Federal Council of Accounting - CFC.

§2º The responsibility of the administrators of the audited entities for the information contained in the financial statements, or in the declarations provided, does not eliminate the responsibility of the independent auditor with regard to its special review report of quarterly financial statements or its audit opinion, nor does it exempt it from adopting the auditing procedures required in the circumstances.

§2º The responsibility of the administrators of the audited entities for the information contained in the financial statements, or in the declarations provided, does not eliminate the responsibility of the independent auditor with regard to its report on the review of interim information or its audit report, nor does it exempt it from adopting the auditing procedures required in the circumstances.

§2º with wording given by CVM Instruction No. 591, of October 26, 2017.

Art. 27. The administrators of the audited entities will be held responsible for hiring independent auditors who do not meet the conditions provided for in this Instruction, especially regarding their independence and the regularity of their registration with the Securities and Exchange Commission.

Sole Paragraph. Without prejudice to the legal sanctions applicable, upon finding the lack of independence of the auditor or the absence of registration with this CVM, the auditing work will be considered ineffective for the purpose of complying with the law and the norms of the Commission.

Art. 28. The administration of the audited entity must, within twenty days, notify the CVM of the change of auditor, with or without rescission of the contract for the provision of auditing services, with justification for the change, in which the consent of the replaced auditor must be stated.

§1º If the period elapses without any manifestation by the administration of the audited entity regarding the required information, the independent auditor must notify the CVM of the replacement, within ten days, counted from the date of the expiration of the period granted to the administration of the entity.

§2º The independent auditor who does not agree with the justification presented for its replacement must forward to the CVM the reasons for its disagreement, within thirty days, counted from the date of the replacement.

§3º Non-compliance with the provisions of this article will subject the entity and the independent auditor to a daily penalty fine, in accordance with art. 18 of this Instruction.

Art. 29. The fiscal council of the audited entity, when in operation, must verify the correct compliance by the administrators with the provisions of arts. 27 and 28.

ON THE TECHNICAL QUALIFICATION EXAMINATION

Art. 30. The technical qualification examination will be held, at least in the first semester of each year, with a view to qualifying the independent auditor for the exercise of auditing activity of financial statements for all entities integrated into the securities market.

CVM INSTRUCTION NO. 308, OF MAY 14, 1999.

Art. 30. The technical qualification examination will be held, at least once every year, with a view to qualifying the independent auditor for the exercise of auditing activity of financial statements for all entities integrated into the securities market.

Caput with wording given by CVM Instruction No. 591, of October 26, 2017.

Sole Paragraph. The technical qualification examination will be applied by the Federal Council of Accounting - CFC jointly with the Brazilian Institute of Accountants - IBRACON or by an institution indicated by the CVM, in the manner to be defined in a specific act.

ON THE ROTATION OF AUDITORS

Art. 31. The Independent Auditor - Natural Person and the Independent Auditor - Legal Entity cannot provide services to the same client, for a period longer than five consecutive years, counted from the date of this Instruction, requiring a minimum interval of three years for its re-hiring.

Art. 31 The Independent Auditor - Natural Person and the Independent Auditor - Legal Entity cannot provide services to the same client, for a period longer than five consecutive fiscal years, requiring a minimum interval of three fiscal years for its re-hiring.

Caput with wording given by CVM Instruction No. 611, of August 15, 2019.

Art. 31-A The period established in art. 31 of this Instruction is up to 10 (ten) consecutive years if:

Art. 31-A The period established in art. 31 of this Instruction is up to 10 (ten) consecutive fiscal years if:

Caput with wording given by CVM Instruction No. 611, of August 15, 2019.

I – the audited company has a Statutory Audit Committee - CAE in permanent operation; and

II – the auditor is a legal entity.

§ 1º For the utilization of the prerogative provided for in the caput, the CAE must have been installed in the fiscal year prior to the hiring of the independent auditor.

§ 1º For the utilization of the prerogative provided for in the caput, the CAE must have been installed and be in full operation until the date of closure of the third fiscal year counting from the hiring of the independent auditor, and remain in operation after said date and while the aforementioned prerogative is utilized.

§ 2º Adopting the prerogative provided for in the caput, the independent auditor must proceed with the rotation of the technical manager, director, manager and any other member of the audit team with management functions, in a period not exceeding 5 (five) consecutive years, with a minimum interval of 3 (three) years for their return.

§ 2º Adopting the prerogative provided for in the caput, the independent auditor must proceed with the rotation of the technical manager, director, manager and any other member of the audit team with management functions, in a period not exceeding 5 (five) consecutive fiscal years, with a minimum interval of 3 (three) fiscal years for their return.

§§ 1º and 2º with wording given by CVM Instruction No. 611, of August 15, 2019.
Article 31-A included by CVM Instruction No. 509, of November 16, 2011.

Art. 31-B The CAE must:

I – be provided for in the company's articles of association;

II – be an advisory body directly linked to the board of directors;

III – meet whenever necessary, but at least bimonthly, so that accounting information is always appreciated before its disclosure;

IV – have its own internal regulations, approved by the board of directors, which provide in detail its functions, as well as its operational procedures;

V – have a coordinator, whose activities must be defined in the internal regulations;

VI – have means to receive complaints, including confidential ones, internal and external to the company, on matters related to the scope of its activities; and

VII – have operational autonomy and budget allocation, annual or by project, within limits approved by the board of directors to conduct or determine the realization of consultations, evaluations and investigations within the scope of its activities, including the hiring and use of independent external specialists.

§ 1º The CAE meetings must be recorded in minutes.

§ 2º The CAE coordinator, accompanied by other CAE members when necessary or convenient, must:

I – meet with the board of directors, at least quarterly; and

II – attend the company's ordinary general meeting.

Article 31-B included by CVM Instruction No. 509, of November 16, 2011.

Art. 31-C The CAE must be composed of, at least, 3 (three) members, indicated by the board of directors, who will exercise their positions for, at most, 10 (ten) years, being:

I – at least, 1 (one) member of the company's board of directors, who does not participate in the management; and

II – the majority of independent members.

§ 1º It is prohibited the participation of directors of the company, its controlled companies, controlling company, affiliates or jointly controlled companies, directly or indirectly, in the CAE.

CVM INSTRUCTION NO. 308, OF MAY 14, 1999.

§ 2º To comply with the independence requirement set forth in item II of the caput, the member of the CAE:
I – cannot be, or have been, in the last 5 (five) years:
a) director or employee of the company, its holding company, subsidiary, affiliate, or jointly controlled entity, directly or indirectly; or b) technical manager of the team involved in the audit work of the institution; and b) partner, technical manager, or member of the work team of the Independent Auditor – Legal Entity; and” (NR)

Letter “b” with wording given by CVM Instruction No. 611, of August 15, 2019.
II – cannot be the spouse, relative in the direct or collateral line, up to the third degree, and by affinity, up to the second degree, of the persons referred to in item I.
§ 3º The members of the CAE must meet the requirements provided for in art. 147 of Law No. 6,404, of December 15, 1976.
§ 4º Having served a mandate for any period, the members of the CAE may only return to integrate such body, in the same company, after at least 3 (three) years have elapsed from the end of the mandate.
§ 5º At least 1 (one) of the members of the CAE must have recognized experience in corporate accounting matters.
§ 6º To comply with the requirement of recognized experience in corporate accounting matters, provided for in § 5º of the caput, the member of the CAE must possess:
I – knowledge of generally accepted accounting principles and financial statements; II – ability to evaluate the application of these principles in relation to the main accounting estimates; III – experience preparing, auditing, analyzing, or evaluating financial statements that have a level of scope and complexity comparable to that of the company; IV – educational background compatible with the corporate accounting knowledge necessary for the activities of the CAE; and V – knowledge of internal controls and corporate accounting procedures. § 7º Compliance with the requirements provided for in § 6º of the caput must be proven through documentation kept at the company’s headquarters, available to the CVM, for a period of 5 (five) years counted from the last day of the mandate of the CAE member. § 8º The members of the CAE must maintain an impartial and skeptical posture in the performance of their activities and, above all, regarding the estimates present in the financial statements and the management of the company.

CVM INSTRUCTION NO. 308, OF MAY 14, 1999.
§ 9º The replacement of a CAE member must be communicated to the CVM within 10 days counted from its replacement.

Article 31-C included by CVM Instruction No. 509, of November 16, 2011.
Art. 31-D It is the responsibility of the CAE:
I – to opine on the hiring and dismissal of the independent auditor for the preparation of independent external audit or for any other service; II – to supervise the activities:
a) of the independent auditors, in order to evaluate:

their independence;
the quality of the services provided; and
the adequacy of the services provided to the needs of the company;
b) of the company’s internal controls area; c) of the company’s internal audit area; and d) of the company’s financial statement preparation area; III – to monitor the quality and integrity:
a) of the internal control mechanisms; b) of the quarterly information, interim financial statements, and financial statements of the company; and c) of the information and measurements disclosed based on adjusted accounting data and non-accounting data that add elements not foreseen in the structure of the usual financial reporting; IV – to evaluate and monitor the company’s risk exposures, including the right to request detailed information on policies and procedures related to:
a) the remuneration of management; b) the use of the company’s assets; and c) the expenses incurred on behalf of the company; V – to evaluate and monitor, together with management and the internal audit area, the adequacy of related party transactions carried out by the company and their respective disclosures; and VI – to prepare a summarized annual report, to be presented together with the financial statements, containing the description of:
a) its activities, the results and conclusions reached, and the recommendations made; and

CVM INSTRUCTION NO. 308, OF MAY 14, 1999. b) any situations in which there is a significant divergence between the company’s management, the independent auditors, and the CAE regarding the company’s financial statements.

Article 31-D included by CVM Instruction No. 509, of November 16, 2011.
Art. 31-E The company must keep at its headquarters and available to the CVM, for a period of 5 (five) years, a detailed annual report prepared by the CAE, containing the description of:
a) its activities, the results and conclusions reached, and the recommendations made; and b) any situations in which there is a significant divergence between the company’s management, the independent auditors, and the CAE regarding the company’s financial statements.
Article 31-E included by CVM Instruction No. 509, of November 16, 2011.
Art. 31-F Independent auditors must meet the demands of the CAE in all matters within its competence.
Article 31-F included by CVM Instruction No. 509, of November 16, 2011.
ON INTERNAL QUALITY CONTROL
Art. 32. The independent auditor must implement an internal quality control program, according to the guidelines issued by the Federal Council of Accounting – CFC and the Brazilian Institute of Accountants – IBRACON, which aims to guarantee full compliance with the standards governing the activity of auditing financial statements and the standards issued by this Securities and Exchange Commission. §1º The internal quality control program will be established according to the structure of its technical team and the complexity of the services under its charge, in the case of Independent Auditor – Legal Entity, and regarding technical-professional competence, in the case of Independent Auditor – Natural Person. §2º The internal quality control program may be developed jointly with other independent auditors or in agreement with a specialized institution, and the Independent Auditor – Legal Entity must indicate a partner responsible for the implementation and conduct of this program. §3º The internal quality control program will be required after twelve months from the publication of the standards and guidelines approved by the Federal Council of Accounting – CFC that regulate this matter. ON EXTERNAL QUALITY CONTROL Art. 33. Independent auditors must, every four years, submit to a review of their quality control, according to the guidelines issued by the Federal Council of Accounting - CFC and the Brazilian Institute of Accountants – IBRACON, which will be carried out by another independent auditor, also registered with the Securities and Exchange Commission, whose choice must be communicated previously to this Autarchy. Art. 33. Independent auditors must, every four-year cycle, submit to a review of their quality control, according to the guidelines issued by the Federal Council of Accounting - CFC, which will be carried out by another independent auditor, also registered with the Securities and Exchange Commission.

CVM INSTRUCTION NO. 308, OF MAY 14, 1999.

Article 33 caput with wording given by CVM Instruction No. 591, of October 26, 2017.
§1º In the case of Independent Auditor – Legal Entity, the quality control review will be carried out by an audit firm that has a structure compatible with the work to be developed.
§2º The reviewing auditor must issue a quality control review report to be forwarded to the independent auditor and the CVM by October 31 of the year in which the review takes place.
§2º The reviewing auditor must issue a quality control review report to be forwarded to the independent auditor and the Federal Council of Accounting – CFC, within the timeframes defined by him.
§2º with wording given by CVM Instruction No. 591, of October 26, 2017.
§3º The first quality control review must be carried out, at the latest, within two years counted from the publication of this Instruction.
§4º The independent auditor responsible for the quality control review must also observe, regarding the audited auditor, the independence standards approved by the Federal Council of Accounting - CFC.
§5º The Securities and Exchange Commission may determine the replacement of the independent auditor chosen to carry out the quality control when, in its discretion, they do not meet the conditions for carrying out the review or for non-compliance with the provisions of §§ 1º and 4º. §5º Non-compliance with the provisions of the caput in at least 2 (two) of the last 5 (five) years will result in the immediate suspension of the registration of the Independent Auditor – Natural Person, or the Independent Auditor – Legal Entity, until a new review of their quality control is presented, according to the guidelines of the Federal Council of Accounting, with a report issued without reservations, duly approved by the Management Committee of the External Quality Review Program, or equivalent, instituted by the Federal Council of Accounting – CFC.
§5º with wording given by CVM Instruction No. 591, of October 26, 2017.
ON THE CONTINUOUS EDUCATION PROGRAM
Art. 34. Independent auditors must maintain a continuous education policy for all their staff and for themselves, as the case may be, according to the guidelines approved by the Federal Council of Accounting - CFC and the Brazilian Institute of Accountants - IBRACON, with a view to guaranteeing quality and full compliance with the standards governing the exercise of the activity of auditing financial statements. Art. 34. Independent auditors must maintain a continuous education policy for themselves, in the case of natural persons, and for all their corporate and functional staff, if legal persons, as the case may be, according to the guidelines approved by the Federal Council of Accounting - CFC, with a view to guaranteeing quality and full compliance with the standards governing the exercise of the activity of auditing financial statements.
Article 34 caput with wording given by CVM Instruction No. 591, of October 26, 2017.

CVM INSTRUCTION NO. 308, OF MAY 14, 1999.
§ 1º The provisions of the caput apply to Independent Auditors – Natural Persons and to partners, whether or not they exercise the audit activity, technical managers, directors, supervisors, and managers of Independent Auditors – Legal Entities. § 2º Non-compliance with the provisions of the caput in at least 2 (two) of the last 5 (five) years will result in the immediate suspension of the registration of the Independent Auditor – Natural Person, or the registration as technical manager of Independent Auditor – Legal Entity, until a new certificate of approval in the Technical Qualification Exam, provided for in art. 30 of this Instruction, is presented, regardless of the adoption of other applicable administrative measures.

§§1º and 2º included by CVM Instruction No. 591, of October 26, 2017.
ON PENALTIES
Art. 35. The Independent Auditor – Natural Person, the Independent Auditor – Legal Entity, and their technical managers may be warned, fined, or have their registration with the Securities and Exchange Commission suspended or cancelled, without prejudice to other legal sanctions applicable, when:
I - they act in disagreement with the legal and regulatory standards that govern the securities market, including non-compliance with the provisions of this Instruction; II - they carry out inept or fraudulent audits, falsify data or numbers, or withhold information that they are duty-bound to reveal; or III - they use, for their own benefit or that of third parties, or allow third parties to use information to which they had access as a result of the exercise of the audit activity. Art. 36. Non-compliance with the provisions contained in this Instruction subjects its offenders to the penalties provided for in art. 11 of Law No. 6,385/76. Art. 37. It constitutes a serious offense, for the purpose of the provisions of § 3º of art. 11 of Law No. 6,385/76, the non-compliance with the provisions of arts. 20, 22, 23, 25, 31, 32, 33 and items II and III of art. 35 of this Instruction. Art. 38. It constitutes hypotheses of objective nature offenses, subject to the summary procedure of administrative process, the non-compliance with arts. 16, 17, 21, sole paragraph of art. 25, § 1º of art. 26, 27 and §§ 1º and 2º of art. 28 of this Instruction.
Article 38 revoked by CVM Instruction No. 545, of January 29, 2014.
Sole paragraph. The summary procedure will not be adopted in case of specific or generic recidivism.
Art. 39. The Securities and Exchange Commission will make known, in publication in the Official Gazette of the Union, the cancellation or suspension of the registration of independent auditors and will communicate the occurrence to the relevant Regional Council of Accounting, in cases of application of the penalties provided for in this Instruction. Sole paragraph. In the case of cancellation, the documents and declarations presented for obtaining and maintaining the registration will be available to the interested party, for a period of sixty days, after which they may be destroyed.

CVM INSTRUCTION NO. 308, OF MAY 14, 1999.
Art. 40. The Securities and Exchange Commission will periodically publish and keep updated and available to the market, the list of independent auditors who have been penalized in administrative inquiries.
ON FINAL AND TRANSITORY PROVISIONS
Art. 41. The technical qualification exam, provided for in art. 30, will not be required of independent auditors who were already registered with this CVM, on the date this Instruction enters into force.
Sole paragraph. Independent auditors who come to register with this CVM, from the effectiveness of this Instruction, will be exempt from presenting the certificate of approval in the technical qualification exam, while the same is not regulated. Art. 42. This Instruction enters into force on the date of its publication in the Official Gazette of the Union. Art. 43. CVM Instructions Nos. 216, of June 29, 1994, and 275, of March 12, 1998, are hereby revoked. Original signed by FRANCISCO DA COSTA E SILVA President

CVM INSTRUCTION NO. 308, OF MAY 14, 1999.
Annex I
(Application for registration of Independent Auditor – Natural Person) To SECURITIES AND EXCHANGE COMMISSION Rio de Janeiro - RJ (Full name) requests the registration of “Independent Auditor – Natural Person”, for which it attaches:

copy of the accountant identity card, in the category of accountant, or equivalent certificate issued by the Regional Council of Accounting, indicating the date of homologation of the registration in the category of accountant;
registration information (Annex II);
legal declaration (Annex III);
copy of the License for Location and Operation or equivalent competent document, issued by the Municipal Prefecture;
copy of the certificate of approval in the technical qualification exam;
documents to prove the exercise of the audit activity, in accordance with art. 7º; and
proof of having withdrawn from the auditor staff of “Independent Auditor – Legal Entity” (if applicable, in accordance with art. 11).
Place and date
Full name and signature
CRC - No.

copy of the professional accountant identity card, or equivalent certificate issued by the Regional Council of Accounting, indicating the date of homologation of the registration in the category of accountant;
registration information (Annex II);
copy of the License for Location and Operation or equivalent competent document, issued by the Municipal Prefecture;
copy of the certificate of approval in the technical qualification exam;
documents to prove the exercise of the audit activity, in accordance with art. 7º; and
proof of having withdrawn from the auditor staff of “Independent Auditor – Legal Entity” (if applicable, in accordance with art. 11).
Place and date
Full name and signature
CRC - No.
Annex I with wording given by CVM Instruction No. 591, of October 26, 2017.

CVM INSTRUCTION NO. 308, OF MAY 14, 1999.
Annex II
Registration Information
1 - Full name:
2 - Abbreviated form commonly used:
3 - Private address:
(indicate street, number, complement, neighborhood, city, State, ZIP code, phone, fax, e-mail, etc.).
4 - Nationality, place and date of birth:
5 - Parentage:
6 - Marital status: (if married, indicate the name of the spouse and the marriage regime).
7 - Identity document: (indicate registration number, date of issue, and issuing body).
8 - Professional identity document:
(indicate registration number, date of issue, and issuing Regional Council of Accounting).
9 - Number of registration in the Individual Taxpayer Registry of the Ministry of Finance:
10 - Name of the “Independent Auditor – Legal Entity” registered with the Securities and Exchange Commission, of which he is a partner, director, or employee (when applicable):
(indicate the name or corporate name in the assumption of obtaining the registration).
11 - Professional address:
(indicate street, number, complement, neighborhood, city, State, ZIP code, phone, telex, fax, e-mail, etc.).
12 - Activities performed and participation in courses, congresses, and seminars in the area of accounting, auditing, or capital market: (at the discretion of the interested party, the information in this item may be presented in an attached document). 13 - Participation as partner or shareholder of entities, including the spouse and dependents:
(list, separately, the participation of the own and the dependents, indicating the name/corporate name, the quantity of shares or quotas owned, and the percentage of participation, or inform that there is nothing to declare). 14 - Complementary information, at the discretion of the applicant:
Place and date
Full name and signature

CVM INSTRUCTION NO. 308, OF MAY 14, 1999.
CRC - No.

CVM INSTRUCTION NO. 308, OF MAY 14, 1999.
Annex II
Registration Information
1 - Full name:
2 - Private address:
(indicate street, number, complement, neighborhood, city, State, ZIP code, phone, fax, e-mail, etc.).
3 - Nationality, place and date of birth:
4 - Parentage:
5 - Marital status: (if married, indicate the name of the spouse and the marriage regime).
6 - Identity document: (indicate registration number, date of issue, and issuing body).
7 - Professional identity document:
(indicate registration number, date of issue, and issuing Regional Council of Accounting).
8 - Number of registration in the Individual Taxpayer Registry of the Ministry of Finance:
9 - Name of the “Independent Auditor – Legal Entity” registered with the Securities and Exchange Commission, of which he is a partner, director, or employee (when applicable):
(indicate the name or corporate name in the assumption of obtaining the registration).
10 - Professional address:
(indicate street, number, complement, neighborhood, city, State, ZIP code, phone, telex, fax, e-mail, etc.).
11 - Participation as partner or shareholder of entities, including the spouse and dependents:
(list, separately, the participation of the own and the dependents, indicating the name/corporate name, the quantity of shares or quotas owned, and the percentage of participation, or inform that there is nothing to declare). 12 - Complementary information, at the discretion of the applicant:
Place and date
Full name and signature
CRC - No.

Annex II with wording given by CVM Instruction No. 591, of October 26, 2017.

CVM INSTRUCTION NO. 308, OF MAY 14, 1999.
Annex III
Legal Declaration
(Full name), for the purpose of registration of “Independent Auditor – Natural Person” with the Securities and Exchange Commission, declares that:

he has not suffered a penalty of suspension or exclusion by the Regional Councils of Accounting and is regularized in that Body;
he has not had a protested title, for lack of acceptance or payment, nor has he undergone a fiscal or mortgage execution process;
he has not been declared insolvent by a final judicial sentence, convicted in a criminal process of an infamating nature or for a crime or misdemeanor of economic content, prevented from exercising public office, or declared incapable of exercising his civil rights;
he has not belonged nor belongs to the administration of a society that has had protested titles, or that has been held liable in a judicial action;
he has not gone bankrupt nor requested judicial reorganization, and has not participated as a partner nor integrated the administration of a bankrupt or reorganizing society;
he has not integrated nor integrates bodies of administration of a society that has been or is in extrajudicial liquidation or under government intervention;
he has not been warned, fined, suspended, or declared ineligible to exercise a professional activity, positions of administration or supervisory board in an institution authorized to operate by the Central Bank of Brazil or by the Private Insurance Superintendence, nor convicted in an administrative inquiry instituted by the Securities and Exchange Commission;
he is not answering to a process instituted, associated with any penalty or species of condemnation previously mentioned; and
he has an office compatible with the exercise of independent audit activity, duly legalized at the Municipal Prefecture of his domicile.
The documents and information presented for registration purposes are true and, consequently, any errors or omissions may be considered as indications or proof of false declaration, with the Securities and Exchange Commission authorized to use this legal declaration in court or out of court. Place and date Full name and signature CRC - No. OBSERVATIONS REGARDING THE INFORMATION PROVIDED IN THE LEGAL DECLARATION:

CVM INSTRUCTION NO. 308, OF MAY 14, 1999.

Specify in detail any occurrences contrary to the declarations above.
The Securities and Exchange Commission, at its discretion, may examine and evaluate the situation of the applicant with a view to granting or not granting the requested registration, therefore having discretionary power in the analysis of the circumstances of each case.
Any occurrence subsequent to obtaining the registration, regarding the specified items, must be communicated to the CVM within a maximum period of thirty days, and the provisions of art. 15 will apply.

Annex III revoked by CVM Instruction No. 591, of October 26, 2017.

INSTRUÇÃO CVM Nº 308, DE 14 DE MAIO DE 1999.

Anexo IV
Application for Registration of "Independent Auditor - Legal Entity" To SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rio de Janeiro - RJ

(The corporate name or trade name) requests the registration of "Independent Auditor - Legal Entity", for which it attaches:

Regarding the Company:

Full text transcript or certificate or copy of the articles of association or equivalent constitutive act and subsequent amendments registered at the Civil Registry of Legal Entities and at the Regional Council of Accounting (as applicable);
Address of the headquarters and each branch and/or office (if applicable);
(indicate street, number, complement, neighborhood, ZIP code, city, state, phone, telex, fax, email, etc.).
List of entities in which the company, its partners, and technical managers have equity participation and which operate or provide services within the securities market, indicating their respective areas of operation;
Copy of the National Registry of Legal Entities (CNPJ) from the Ministry of Finance, of the headquarters and each branch and/or office (if applicable);
Copy of the Location and Operation License or equivalent competent document, issued by the Municipal Government of the headquarters and each branch and/or office (if applicable);
Copy of the License issued by the Regional Council of Accounting, of the headquarters and each branch and/or office (if applicable);
List of partners and other accountants who make up the cadre of technical managers, authorized to issue and sign audit reports on behalf of the company within the securities market; and
Legal declaration.

Regarding partners and technical managers:

Registration Information (Annex II);
Copy of the professional identity card for accountants, in the category of accountant, or equivalent certificate issued by the Regional Council of Accounting indicating the date on which the registration was granted;
Copy of the certificate of approval in the technical qualification exam, for the technical managers; and
Documents to prove the exercise of the auditing activity by the technical managers authorized to issue and sign audit reports on behalf of the company within the securities market.

Place and date

(corporate name or trade name)

(CRC registration number of the company)

(full name and signature of the partner representative)

CRC - nº (of the partner)

INSTRUÇÃO CVM Nº 308, DE 14 DE MAIO DE 1999.

Anexo IV
Application for Registration of "Independent Auditor - Legal Entity" To SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rio de Janeiro - RJ

(The corporate name or trade name) requests the registration of "Independent Auditor - Legal Entity", for which it attaches:

Regarding the Company:

Full text transcript or certificate or copy of the articles of association or equivalent constitutive act and subsequent amendments registered at the Civil Registry of Legal Entities and at the Regional Council of Accounting (as applicable);
Address of the headquarters and each branch and/or office (if applicable);
(indicate street, number, complement, neighborhood, ZIP code, city, state, phone, telex, fax, email, etc.).
List of entities in which the company, its partners, and technical managers have equity participation and which operate or provide services within the securities market, indicating their respective areas of operation;
Copy of the National Registry of Legal Entities (CNPJ) from the Ministry of Finance, of the headquarters and each branch and/or office (if applicable);
Copy of the Location and Operation License or equivalent competent document, issued by the Municipal Government of the headquarters and each branch and/or office (if applicable);
Copy of the License issued by the Regional Council of Accounting, of the headquarters and each branch and/or office (if applicable);
List of partners and other accountants who make up the cadre of technical managers, authorized to issue and sign audit reports on behalf of the company within the securities market; and

Regarding partners and technical managers:

Registration Information (Annex II);
Copy of the professional identity card for accountants, or equivalent certificate issued by the Regional Council of Accounting indicating the date on which the registration was granted;

INSTRUÇÃO CVM Nº 308, DE 14 DE MAIO DE 1999.

Copy of the certificate of approval in the technical qualification exam, for the technical managers; and
Documents to prove the exercise of the auditing activity by the technical managers authorized to issue and sign audit reports on behalf of the company within the securities market.

Place and date

(corporate name or trade name)

(CRC registration number of the company)

(full name and signature of the partner representative)

CRC - nº (of the partner)

Annex IV with wording given by CVM Instruction No. 591, of October 26, 2017.

INSTRUÇÃO CVM Nº 308, DE 14 DE MAIO DE 1999.

Anexo V
Legal Declaration

(The corporate name or trade name), for the purpose of registration of "Independent Auditor - Legal Entity" with the Securities and Exchange Commission of Brazil (CVM), declares:

Regarding the company:

It has not suffered penalties from the Regional Councils of Accounting and is in regular status with that/those Council(s);
It has not had a title protested for lack of acceptance or payment, nor has it undergone a fiscal or mortgage execution process;
It has an office compatible with the activity of independent auditing, legalized before the Municipal Government(s) of the domicile(s) of the headquarters and offices (if applicable).

Regarding partners and technical managers:

They have not suffered penalties of suspension or exclusion from the Regional Councils of Accounting and are regularized in that/those Council(s);
They have not had titles protested for lack of acceptance or payment, nor have they undergone fiscal or mortgage execution processes;
They have not been declared insolvent by a final and unappealable judicial sentence, convicted in a criminal process of an infamous nature or for a crime of contravention of economic content, prevented from holding public office, or declared incapable of exercising their civil rights;
They did not belong nor belong to the administration of a company that has protested titles, or that has been held liable in a judicial action;
They have not gone bankrupt, have not requested judicial reorganization, have not participated as partners, nor integrated the administration of a bankrupt or reorganizing company;
They did not integrate nor integrate the administration bodies of a company that has been or is in extrajudicial liquidation or under government intervention;
They have not been warned, fined, suspended, or declared ineligible for the exercise of professional activity, administrative positions, or fiscal council positions in an institution authorized to operate by the Central Bank of Brazil or by the Private Insurance Superintendence, nor convicted in an administrative inquiry instituted by the Securities and Exchange Commission of Brazil (CVM); and
They are not facing a process instituted, associated with any of the aforementioned penalties or types of conviction.

The documents and information, regarding the company, partners, directors, and other technical managers, presented for registration purposes are true, and any errors or omissions may be considered as indications or evidence of false declaration, with the Securities and Exchange Commission of Brazil (CVM) authorized to use this legal declaration in court or out of court.

INSTRUÇÃO CVM Nº 308, DE 14 DE MAIO DE 1999.

Place and date

(corporate name or trade name)

CRC registration number of the company

full name and signature of the partner representative

CRC - nº (of the partner)

OBSERVATIONS REGARDING THE INFORMATION CONTAINED IN THE LEGAL DECLARATION:

Specify in detail any occurrences contrary to the above declarations.
The Securities and Exchange Commission of Brazil (CVM), at its discretion, may examine and evaluate the situation of the applicant with a view to granting or not granting the requested registration, therefore having discretionary power in the analysis of the circumstances of each case.
Any occurrence subsequent to obtaining the registration regarding the items specified above must be communicated to the Securities and Exchange Commission of Brazil (CVM), within a maximum period of thirty days, and the provisions of art. 15 shall apply.

Annex V revoked by CVM Instruction No. 591, of October 26, 2017.

INSTRUÇÃO CVM Nº 308, DE 14 DE MAIO DE 1999.

Anexo VI
Annual Information

Identification of the Independent Auditor:
1.a) Full name (if natural person) or; corporate name or trade name (if legal entity) 1.b) Address(es) (the legal entity must indicate the address of the headquarters and all branches and/or offices) 1.c) Name of the partner(s) representing it before the CVM (legal entity);
Nominal list of entities for which auditing services are provided, subdivided into:
2.a) Public Companies:
Public Companies (a) Date
(b)
+10
% (c)
(a) list in alphabetical order, regardless of the line of business, all companies registered with the CVM, with shares traded on a stock exchange or over-the-counter market.
(b) in the case of the first audit, indicate the date of the contract.
(c) indicate the percentage of participation relative to total revenue when it is greater than 10%.

2.b) Members of the Securities Market:
Members of the Securities Market (d) Date
(e)
+10
% (f)
(d) list the institutions, companies, or entities that make up the securities market, namely: Stock Exchange, Securities Brokers, Securities Distributors, Foreign Capital Conversion Funds, Mutual Stock Funds, Foreign Capital Investment Funds, Fungible Custody Service Providers, Foreign Capital Investment Companies, Certificate Issuance Service Providers, Portfolio Administration Service Providers, Privatization Funds, Real Estate Funds, Emerging Companies Funds, Companies Issuers of Investment Certificates in the Audiovisual Area. (e) in the case of the first audit, indicate the date of the contract. (f) indicate the percentage of participation relative to total revenue when it is greater than 10%.

INSTRUÇÃO CVM Nº 308, DE 14 DE MAIO DE 1999.

2.c) Incentivized Companies:
Incentivized Companies (g) Date
(h)
+10
% (i)
(g) list the companies benefiting from tax incentives, provided for in Law No. 8.167/91, as set forth in Decree-Law No. 2.298/86.
(h) in the case of the first audit, indicate the date of the contract.
(i) indicate the percentage of participation relative to total revenue when it is greater than 10%.

Quantity of entities not classifiable in the previous items:
(inform the number of entities audited during the previous fiscal year, which do not fit into the previous items)
Value of annual revenue and hours worked in auditing services, as discriminated;
Revenue in Auditing Services: R$
Percentage of revenue in auditing relative to total revenue:
%
Total hours worked in auditing in the fiscal year:
Criteria adopted in the determination of professional fees:
(describe briefly the criteria used to establish the charging of fees for services rendered)
Number of partners and permanent employees in the technical area:
Number of partners:
Total number of employees in the technical area:
List of entities in which the company, its partners, and technical managers have equity participation and which operate or provide services within the securities market, indicating their respective areas of operation or changes occurred during the period:
Entities (corporate name or trade name) Line of business

INSTRUÇÃO CVM Nº 308, DE 14 DE MAIO DE 1999.

Continuing education policy developed during the exercise:
Name/Position Participation in
(list all courses, seminars, and trainings in which the Independent Auditor - Natural Person (AIPF) has participated or the partners, managers, and supervisors of the Independent Auditor - Legal Entity (AIPJ)).

IMPORTANT OBSERVATIONS REGARDING THE PRESENTATION OF ANNUAL INFORMATION:

All items must be answered. If there is no information to be presented in any item, the expression "NOT APPLICABLE" must be indicated.
The deadline for presenting this information is until the last business day of April.
The document must be signed by the Independent Auditor - Natural Person or by the partner representative of the Independent Auditor - Legal Entity before the CVM.

Annex VI with wording given by CVM Instruction No. 591, of October 26, 2017.

CVM Instruction No. 308 of May 14, 1999 (Revoked)

Lineage: Superseded

Timeline

What changed in the obligations

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