CVM Instruction No. 367 (Revoked)

CVM INSTRUCTION No. 367, OF MAY 29, 2002

Provides for the declaration by the person elected as a member of the board of directors of a publicly-held company, as provided for in § 4 of art. 147 of Law No. 6,404, of December 15, 1976.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, in a meeting held on this date, in view of the provisions of art. 8, item I, of Law No. 6,385, of December 7, 1976, and art. 147, § 4, of Law No. 6,404, of December 15, 1976, HAS RESOLVED TO ISSUE THE FOLLOWING INSTRUCTION:

SCOPE AND PURPOSE

Art. 1 This Instruction regulates the declaration provided for in § 4 of art. 147 of Law No. 6,404, of December 15, 1976, which must be signed by the person elected as a member of the board of directors of a publicly-held company, aiming to prove compliance with the conditions set forth in § 3 of that article.

TERM OF OFFICE AND DECLARATION

Art. 2 Upon taking office, the board member of a publicly-held company must, in addition to signing the Term of Office, present a declaration, made under penalty of law and in a specific instrument, which shall be archived at the company's headquarters, stating that:

I - they are not barred by special law, or convicted of bankruptcy crime, prevarication, bribery, extortion, embezzlement, against the popular economy, public faith, or property, or by a criminal penalty that bars, even temporarily, access to public offices, as provided for in § 1 of art. 147 of Law No. 6,404/76;

II - they are not sentenced to a penalty of suspension or temporary disqualification applied by the Securities and Exchange Commission, which renders them ineligible for the positions of administration of a publicly-held company, as established in § 2 of art. 147 of Law No. 6,404/76;

III - they meet the requirement of unblemished reputation established by § 3 of art. 147 of Law No. 6,404/76;

IV - they do not hold a position in a company that can be considered a competitor of the company, and do not have, nor represent, conflicting interests with that of the company, in accordance with items I and II of § 3 of art. 147 of Law No. 6,404/76.

§1 For the purposes of item IV, it is presumed that a person has a conflicting interest with that of the company if they cumulatively:

I - were elected by a shareholder who also elected a board member in a competing company; and

II - maintain a subordinate relationship with the shareholder who elected them.

§2 The presumption referred to in item I of the preceding paragraph only applies if the board member of the competing company was elected solely by the votes of the shareholder, or if such votes, considered in isolation, were sufficient for their election.

§3 The impossibility of the declaration referred to in item IV does not prevent the investiture, imposing, in this case, that the general meeting expressly dispense the elected person from such requirement, and the declaration instrument contain detailed explanations regarding the reasons preventing the aforementioned declaration.

§4 The Term of Office referred to in the caput must contain, under penalty of nullity, the indication of at least one domicile where the administrator will receive citations and notifications in administrative and judicial proceedings related to management acts, which shall be deemed fulfilled upon delivery to the indicated domicile, which may only be altered through communication to the company.

INFORMATION TO THE GENERAL MEETING

Art. 3 The shareholder who submits to the general meeting the nomination of a member of the board of directors must, in the same act, present a copy of the declaration instrument referred to in the previous article, or declare that they have obtained from the nominee the information that they are in a position to sign such instrument, indicating any eventual reservations.

§1 If the instrument presented as a copy to the general meeting contains a reservation regarding the declaration referred to in item IV of art. 2, the shareholder who nominated the board member must justify their vote, explaining the reasons why they believe the reservation does not prevent the election of the nominee.

§2 The curriculum vitae of the nominated candidate must also be presented to the general meeting, containing, at a minimum, their qualifications, professional experience, education, main professional activity they currently exercise, and indication of which positions they hold on boards of directors, fiscal councils, or advisory boards in other companies, if applicable.

APPLICATION TO DIRECTORS

Art. 4 The provisions of this Instruction apply to the election of directors by the Board of Directors, as provided for in § 4 of art. 147 of Law No. 6,404/76.

SERIOUS OFFENSE

Art. 5 Non-compliance with the provisions of this Instruction, including regarding the provision of false information or clarifications, constitutes a serious offense.

EFFECTIVE DATE

Art. 6 This Instruction enters into force on the date of its publication in the Official Gazette of the Union.

Signed original by
JOSÉ LUIZ OSORIO DE ALMEIDA FILHO
President