2021-02-25
Added · Updated
CVM Resolution No. 19 establishes the regulatory framework for securities consulting services in Brazil, defining the activity as professional, independent, and individualized investment advice exclusive to the client. It mandates that only CVM-authorized or recognized consultants may perform this activity, subject to specific qualification requirements including higher education, certification exams, and clean legal records for individuals, and statutory directorship and operational resources for legal entities. The resolution outlines the application process for authorization, automatic grant mechanisms, and grounds for suspension or cancellation of licenses, while explicitly excluding financial planners, investment distributors providing basic product information, and specialized consultants in non-securities markets from its scope.
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COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – CEP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021 WITH THE AMENDMENTS INTRODUCED BY CVM RESOLUTION NO. 179/23. Provides for the activity of securities consulting and revokes CVM Instruction No. 592, of November 17, 2017, CVM Instruction No. 619, of February 6, 2020, and CVM Deliberation No. 783, of November 17, 2017.
THE PRESIDENT OF THE COMMISSION OF SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Board, in a meeting held on February 23, 2021, based on arts. 1, item VIII, 8, item I, and 27 of Law No. 6.385, of December 7, 1976, APPROVED the following Resolution:
CHAPTER I – SCOPE AND PURPOSE
Art. 1 For the purposes of this Resolution, securities consulting is considered the provision of services of guidance, recommendation, and advice, in a professional, independent, and individualized manner, on investments in the securities market, whose adoption and implementation are exclusive to the client.
§ 1º The provision of the service referred to in the caput may occur through one or more of the following forms of guidance, recommendation, and advice:
I – on asset classes and securities;
II – on specific securities;
III – on service providers within the scope of the securities market; and IV – on other aspects related to the activities covered by the caput.
§ 2º This Resolution does not apply to natural or legal persons who act exclusively:
I – as financial planners, whose activity is limited, among other services, to succession planning, pension products, and general administration of their clients' finances and that do not involve the guidance, recommendation, or advice referred to in the caput; II – in the preparation of managerial or control reports that aim, among other things, to portray the profitability, composition, and classification of an investment portfolio in light of investment policies, regulations, or specific regulation applicable to a certain type of client; and
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – CEP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021 III – as specialized consultants who do not operate in the securities markets, such as those provided for in specific regulations on credit rights investment funds and real estate investment funds.
§ 3º This Resolution applies to natural or legal persons who, even if they act, predominantly or not, in the activities listed in the items of § 2º, also perform the activity referred to in the caput.
§ 4º Autonomous investment agents, investment managers of financial institutions, and other persons who act in the distribution of securities may provide information about the products offered and about the services provided by the institution part of the securities distribution system for which they work or have been contracted, without constituting the activity referred to in the caput. § 4º Investment advisors, investment managers of financial institutions, and other persons who act in the distribution of securities may provide information about the products offered and about the services provided by the institution part of the securities distribution system for which they work or have been contracted, without constituting the activity referred to in the caput.
§ 5º The provision of information referred to in § 4º is limited to support and orientation activities inherent to the commercial relationship with clients.
§ 6º Entities part of the distribution system cannot mislead investors by implying that they act as providers of independent securities consulting services, autonomously from the distribution activity, when providing information in accordance with §§ 4º and 5º or when recommending products distributed by them.
§ 7º It is admitted that securities consultants, entities part of the securities distribution system, and their common clients establish communication channels and tools that allow greater agility and security in the implementation of recommendations and execution of orders by the client.
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – CEP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
CHAPTER II – AUTHORIZATION FOR THE EXERCISE OF SECURITIES CONSULTING ACTIVITY
Art. 2º Securities consulting is an activity exclusive to securities consultants authorized by the CVM, in the case of consultants domiciled in Brazil, or recognized by it, in the case of consultants domiciled abroad.
Sole paragraph. When acting in Brazil, the rules provided for in this Resolution, in addition to specific norms issued by the CVM regarding:
I – the duty to verify the adequacy of products, services, and operations to the client's profile; and II – the registration of investors and the prevention of money laundering and terrorist financing – AML/CFT within the securities market.
Section I – Securities Consultant – Natural Person
Art. 3º For the purposes of obtaining and maintaining authorization or, as the case may be, recognition by the CVM, the securities consultant, a natural person, must meet the following requirements:
I – be graduated from a higher education course or equivalent, in an institution officially recognized in the country or abroad; II – have been approved in a certification exam provided for in Annex A, whose methodology and content have been previously approved by the CVM, or by an equivalent entity in their country of domicile; III – have an unblemished reputation; IV – not be disqualified or suspended from holding a position in financial institutions and other entities authorized to operate by the CVM, by the Central Bank of Brazil, by the Private Insurance Superintendence – SUSEP, by the National Superintendence of Complementary Pension – PREVIC, or by equivalent entities in their country of domicile; V – not have been convicted, in Brazil, or for equivalent crimes, in their country of domicile, for bankruptcy crime, prevarication, bribery, extortion, embezzlement, money "laundering" or concealment of assets, rights, and values, against the popular economy, the economic order, consumer relations, public faith, or public property, the national financial system, or a criminal penalty that prohibits, even temporarily, access to public offices, by a final decision, except for the case of rehabilitation; VI – not be prevented from administering their assets or disposing of them due to a judicial or administrative decision; VII – not be included in a list of defaulting clients of an entity administering an organized market; and VIII – fill out the form of Annex B to prove their aptitude for the exercise of the activity.
§ 1º The Institutional Investors Supervision Superintendence – SIN may, exceptionally, waive compliance with the requirements provided for in items I and II of the caput of this article, provided that the applicant possesses:
I – proven professional experience of at least 7 (seven) years in activities directly related to securities consulting, management of third-party resources, or analysis of securities; or II – notoriety of knowledge and high qualification in a field of knowledge that qualifies them for the exercise of securities consulting activity.
§ 2º Professional experience within the securities market is not considered for the purposes of the provision of § 1º of this article:
I – acting as an investor;
II – providing services without remuneration;
III – performing an internship, and
IV – acting as an autonomous investment agent.
IV – acting as an investment advisor.
§ 3º The request for waiver of requirements referred to in § 1º must be submitted to the analysis of the SIN prior to the request for authorization or recognition, as provided for in Section III of this Chapter.
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – CEP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
§ 4º The SIN has 15 (fifteen) business days to analyze the request for waiver of requirements referred to in § 1º.
§ 5º The period referred to in § 4º may be interrupted once, if the SIN requests additional information or documents from the applicant, with a new period starting from the fulfillment of the requirements.
§ 6º The applicant has 10 (ten) business days to fulfill the requirements formulated by the SIN.
§ 7º The absence of manifestation by the SIN within the period mentioned in § 4º implies automatic approval of the request for waiver of requirements.
§ 8º Failure to observe the period mentioned in § 6º implies automatic denial of the request for waiver of requirements.
§ 9º For the maintenance of authorization or recognition by the CVM, the securities consultant, a natural person, is exempt from compliance with the requirements provided for in items I and II of the caput, if they did not have to comply with them to obtain their authorization.
§ 10. In the case provided for in item VII of the caput, the SIN may evaluate the convenience and opportunity of granting the requested authorization or recognition, considering the individual situation of the applicant, as well as the circumstances and materiality of the case.
Section II – Securities Consultant – Legal Person
Art. 4º For the purposes of obtaining and maintaining authorization or, as the case may be, recognition by the CVM, the securities consultant, a legal person, must meet the following requirements:
I – have the exercise of securities consulting in its corporate object and be regularly constituted and registered in the National Registry of Legal Entities - CNPJ; II – assign responsibility for the securities consulting activity to a statutory director, who must be authorized by the CVM, in the case of consultants domiciled in Brazil, as a natural person securities consultant; III – assign responsibility for the implementation and compliance with rules, procedures, internal controls, and norms established by this Resolution to a statutory director;
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – CEP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021 IV – its direct or indirect controlling partners must meet the requirements provided for in items III to VII of art. 3º; V – constitute and maintain adequate human and computational resources according to the size and area of activity of the legal person; and VI – fill out the form of Annex C to prove their aptitude for the exercise of the activity.
§ 1º The use, in the name of the legal person referred to in the caput, of acronyms and words or expressions that mislead the investor is prohibited.
§ 2º The responsibilities provided for in items II and III of the caput must be recorded in the contract, in the corporate statutes of the legal person, or in a meeting minutes of its board of directors.
§ 3º In the event of impediment of any of the directors responsible for securities consulting for a period exceeding 30 (thirty) days, the substitute must assume the said responsibility, and the CVM must be notified, in writing, within 7 (seven) business days from its occurrence.
§ 4º The functions referred to in items II and III of the caput cannot be performed by the same statutory director.
§ 5º The director responsible for securities consulting cannot be responsible for any other activity in the securities market, in the institution, or outside it.
§ 6º Without prejudice to the provision of § 5º of this article, the directors responsible referred to in items II and III of the caput may be responsible for the same activity in controlling, controlled, affiliated, or commonly controlled companies.
§ 7º The directors responsible referred to in items II and III of the caput and the natural person securities consultant referred to in art. 3º cannot obtain or maintain registration as an autonomous investment agent. § 7º The directors responsible referred to in items II and III of the caput and the natural person securities consultant referred to in art. 3º cannot obtain or maintain registration as an investment advisor.
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – CEP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
§ 8º The computational resources provided for in item V of the caput must:
I – be protected against tampering; and
II – maintain records that allow audits and inspections.
§ 9º Commercial banks, savings banks, and multiple banks without an investment portfolio are excepted from the need to have the exercise of securities consulting in their corporate object.
Section III – Request for Authorization of Securities Consultant
Art. 5° The request for authorization or recognition, as the case may be, for the exercise of the activity of securities consultant must be sent to the SIN electronically and be accompanied by the documents identified in:
I – Annex B, if natural person; or
II – Annex C, if legal person.
Art. 6º The authorization for the exercise of the activity of securities consultant is automatically granted as a result of the submission of documents and information referred to in art. 5º.
Sole paragraph. While the electronic system for granting automatic authorization and receiving documents is not available, the automatic authorization referred to in the caput will produce effects 5 (five) business days after the protocol of the request at the CVM.
Section IV – Requirements for Recognition
Art. 7º For the purposes of obtaining and maintaining recognition by the CVM, the securities consultant not domiciled in Brazil must meet the following requirements:
I – be authorized and subject to supervision by a competent authority in their country of domicile; and II – constitute and maintain a legal representative in Brazil, with express powers to receive, in their name, any citations, intimations, or notifications.
§ 1º For the purposes of item I of the caput, a competent authority is considered that with which the CVM has signed a mutual cooperation agreement that allows the exchange of information about their supervised entities, or that is a signatory of the multilateral memorandum of understanding of the International Organization of Securities Commissions – IOSCO.
§ 2º The automatic authorization referred to in art. 6º, as well as the provision in its sole paragraph, applies to securities consultants not domiciled in Brazil who request recognition from the CVM.
CHAPTER III – SUSPENSION AND CANCELLATION OF AUTHORIZATION FOR THE EXERCISE OF SECURITIES CONSULTING
Section I – Suspension of Authorization or Recognition
Art. 8º The securities consultant, a natural person, may request the suspension of their authorization or recognition, as the case may be, for a period of up to 36 (thirty-six) months.
§ 1º After the requested suspension period has ended, the securities consultant automatically returns to being authorized or, as the case may be, recognized to exercise securities consulting activities and to be obliged to comply with the provisions of the regulation.
§ 2º The securities consultant may request more than one suspension of their authorization or recognition, provided that the total period of suspensions does not exceed 36 (thirty-six) months.
Art. 9º The SIN must suspend the authorization or recognition of the securities consultant, natural or legal person, if the periodic obligations provided for in art. 15 of this Resolution are not complied with for a period exceeding 12 (twelve) months.
§ 1º The SIN must inform the respective securities consultant about the suspension of their authorization or recognition by means of an official letter sent to the electronic address indicated in their registration form, and by means of a communication on the CVM page on the worldwide computer network.
§ 2º The securities consultant whose authorization or recognition has been suspended may request the reversal of the suspension by means of a reasoned request, sent to the SIN, accompanied by documents proving compliance with the periodic obligations in arrears.
§ 3º The SIN has 15 (fifteen) business days to analyze the request for reversal of suspension, counted from the date of protocol of all documents necessary to prove compliance with the periodic obligations in arrears.
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – CEP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
§ 4º The period referred to in § 3º may be interrupted, once, if the SIN requests additional information or documents from the applicant, with a new period starting from the fulfillment of the requirements.
§ 5º The applicant has 10 (ten) business days extendable by an equal period upon prior and reasoned request formulated by the applicant to the SIN to fulfill the requirements formulated.
§ 6º The absence of manifestation by the SIN within the period mentioned in § 3º implies automatic approval of the request for reversal of suspension.
§ 7º Failure to observe the period mentioned in § 5º implies automatic denial of the request for reversal of suspension.
Section II – Cancellation Ex Officio
Art. 10. The SIN must cancel the authorization or recognition of the securities consultant in the following cases:
I – death of the natural person securities consultant; II – extinction of the legal person securities consultant; III – if the falsity of documents or declarations presented to obtain the authorization or recognition is established; IV – if, due to a supervening fact duly proven, it becomes evident that the person authorized or recognized by the CVM no longer meets any of the requirements and conditions established in this Resolution for the granting of the authorization or recognition; or V – if the suspension of the authorization or recognition referred to in art. 9° is not reversed within 12 (twelve) months.
§ 1º The SIN must previously notify the securities consultant about the opening of a cancellation procedure of their authorization or recognition, as the case may be, in accordance with items III, IV, and V of the caput, granting them a period of 10 (ten) business days, counted from the date of receipt of the notification, extendable by an equal period upon prior and reasoned request formulated by the applicant to the SIN, to present their reasons for defense or regularize their authorization or recognition.
SECURITIES COMMISSION COMMISSION
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUTION CVM NO. 19, OF FEBRUARY 25, 2021
§ 2º From the decision to cancel the authorization or recognition according to the provisions of items III, IV and V of the caput, an appeal may be filed with the CVM, with suspensive effect, in accordance with current regulations.
Section III – Voluntary Cancellation
Art. 11. The request for cancellation of the authorization or recognition for the exercise of the activity of securities consulting must be submitted to the SIN.
§ 1º The request referred to in the caput must be accompanied by a declaration that, on the date of the request, the applicant no longer exercises the activity.
§ 2º The SIN has 15 (fifteen) business days, counted from the protocol, to approve or deny the cancellation request.
§ 3º The period referred to in § 2º may be interrupted only once, if the SIN requests additional information or documents from the applicant, with a new period starting from the fulfillment of the requirements.
§ 4º The applicant has 10 (ten) business days to fulfill the requirements formulated by the SIN.
§ 5º The absence of manifestation by the SIN within the period mentioned in § 2º implies automatic approval of the cancellation request.
§ 6º The non-observance of the period mentioned in § 4º implies automatic denial of the cancellation request.
CHAPTER IV – INFORMATION DISCLOSURE
Section I – General Rules
Art. 12. The information disclosed by the securities consultant must be:
I – true, complete, consistent and not mislead the investor; and II – written in simple, clear, objective and concise language.
§ 1º Information relating to the provision of securities consulting services cannot assure or suggest the existence of a guarantee of future results or the exemption of risk for the investor.
§ 2º Communications from entities belonging to the distribution system cannot mislead investors into believing that, within the scope of their distribution activities, they are providing securities consulting services carried out in accordance with this Resolution.
Art. 13. If the disclosed information presents inaccuracies or improprieties that may mislead the investor, the SIN may require:
I – the cessation of the disclosure of the information; and II – the broadcasting, with equal prominence and through the medium used to disclose the original information, of corrections and clarifications, which must expressly state that the information is being republished by order of the CVM.
Art. 14. The securities consultant, legal entity, must maintain a page on the worldwide web with the following updated information:
I – reference form, the content of which must reflect Annex E; II – code of ethics, in order to concretize the duties of the consultant provided for in art. 16 of this Resolution; III – rules, procedures and description of internal controls, developed for compliance with this Resolution; IV – policy on trading securities by administrators, employees, collaborators and the company itself.
Sole Paragraph. The individual securities consultant must prepare the trading policy mentioned in item IV of the caput and deliver a copy to each of their clients, unless they have a page on the worldwide web, in which case the consultant may keep such document on said page.
Section II – Periodic Information
Art. 15. The securities consultant must send to the CVM, by March 31 of each year, through an electronic system available on the CVM's website, a reference form, the content of which must reflect:
I – Annex D, if an individual; or
II – Annex E, if a legal entity.
Sole Paragraph. The individual securities consultant who acts exclusively as an agent or employee of a securities consulting legal entity is exempt from sending the reference form referred to in item I.
CHAPTER V – CONDUCT RULES
Section I – Conduct Rules
Art. 16. The securities consultant must observe the following conduct rules:
I – exercise their activities with good faith, transparency, diligence and loyalty, placing the interests of their clients above their own; II – perform their duties in a manner that seeks to meet the investment objectives of their clients, taking into account their financial situation and their profile, in accordance with the regulation that provides for the duty to verify the adequacy of products, services and operations to the client's profile; III – faithfully comply with the contract signed with the client, previously and mandatorily in writing, which must contain the characteristics of the services to be provided, including:
a) detailed description of the remuneration charged for the services; b) information about other activities that the consultant themselves performs and the potential conflicts of interest existing between such activities and securities consulting; c) information about the activities performed by controlling, controlled, affiliated and commonly controlled companies to the consultant and the potential conflicts of interest existing between such activities and securities consulting; d) when applicable, the risks inherent to the various types of securities operations in stock markets, over-the-counter markets, future settlement markets, explicitly stating that investment in derivatives may result in losses greater than the investment made, and in stock lending operations; e) the content and frequency of information to be provided to the client; f) information regarding the scope of the services provided, indicating the markets and types of securities covered; and g) procedure to be followed if a conflict of interest, even if potential, arises after the signing of the contract, including a deadline for notifying the client; IV – avoid practices that may harm the fiduciary relationship maintained with their clients; V – provide the service in an independent and well-founded manner; VI – keep updated, in perfect order and available to the client, all documentation that supported the consulting provided to the client, including the assessment of their profile; VII – transfer to the client any benefit or advantage that may be achieved as a result of their status as a securities consultant, except in the case of § 1º of art. 18; VIII – provide clients with information and documents relating to the services provided in the manner and deadlines established in their internal rules; IX – provide clients with information on the risks involved in recommended operations; X – provide the information requested by the client, pertinent to the foundations of the investment recommendations made; XI – inform the CVM whenever they verify the occurrence or indications of violation of the legislation that the CVM is responsible for supervising, within a maximum period of 10 (ten) business days from the occurrence or identification; and XII – when advising clients on the choice of service providers provided for in item III of § 1º of art. 1, ensure the adequate provision of services and disclose any type of commercial relationship established with the provider, being prohibited the receipt of remuneration for the indication of services, in observance of item VII of this article.
Sole Paragraph. The charging of a performance fee is permitted exclusively for professional investors, in accordance with specific regulation.
Art. 17. The provision of securities consulting services using automated systems or algorithms is subject to the obligations and rules provided for in this Resolution and does not mitigate the consultant's responsibilities regarding the guidance, recommendations and advice provided.
Sole Paragraph. The source code of the automated system or the algorithm must be available for inspection by the CVM at the company's headquarters in non-compiled version.
Section II – Prohibitions
Art. 18. It is prohibited for the securities consultant to:
I – act in the structuring, origination and distribution of products that are the subject of guidance, recommendation and advice to their clients, unless the provisions on activity segregation provided for in art. 21 of this Resolution are observed; II – make any relevant modification to the basic characteristics of the services provided, except when there is prior and written authorization from the client; III – guarantee levels of profitability; IV – omit information about conflicts of interest and risks relating to the object of the consulting service provided; V – receive any remuneration, benefit or advantage, directly or indirectly through related parties, that potentially prejudices the independence in the provision of securities consulting services; and VI – act as attorney or representative of their clients before institutions belonging to the securities distribution system, for the purpose of implementing and executing operations that reflect the recommendations subject to their service provision.
§ 1º The prohibition referred to in item V does not apply to consulting provided to clients classified as professional investors, provided they sign a statement of knowledge, in accordance with Annex F.
§ 2º The consultant is authorized to make recommendations of products in which they or related parties have participated in their origination, structuring and distribution, provided that the provisions on activity segregation provided for in art. 21 of this Resolution are observed, and must inform their clients of this circumstance.
CHAPTER VI – RULES, PROCEDURES AND INTERNAL CONTROLS
Art. 19. The securities consultant, legal entity, must guarantee, through adequate rules, procedures and internal controls, permanent compliance with the norms, policies and current regulations, referring to the various modalities of investment, to the activity of securities consulting itself and to ethical and professional standards.
§ 1º The rules, procedures and internal controls mentioned in the caput must be sufficient and adequate to:
I – ensure that all professionals performing functions related to securities consulting act with independence and the due fiduciary duty to their clients; II – prevent their commercial interests, or those of their clients, from influencing their work; III – identify, manage and mitigate any conflicts of interest that may affect the independence of persons performing functions related to securities consulting; IV – in the event of a conflict of interest, inform the client of the potential conflict of interest and the sources of this conflict, before making an investment recommendation; V – segregate the various activities they perform, in accordance with art. 21 of this Resolution; and VI – ensure the existence of periodic security tests for information systems, especially those maintained in electronic media.
§ 2º The remuneration of the director responsible provided for in item III of art. 4º of this Resolution cannot be associated with the commercial performance of the consulting.
Art. 20. Legal entity consultants must take all necessary measures so that the team responsible for the securities consulting activity is formed by, at least, 80% (eighty percent) of certified or authorized consultants.
Section I - Segregation of Activities
Art. 21. The exercise of securities consulting must be segregated from other activities performed by the legal entity, and operational procedures must be adopted aiming to:
I – guarantee the physical segregation of facilities between the area responsible for securities consulting and the areas responsible for the management, intermediation, distribution, structuring and origination of securities or products that are the subject of guidance, recommendation and advice by the securities consultant; II – the proper use of facilities, equipment and files common to more than one sector of the company; III – the preservation of confidential information by all its administrators, collaborators and employees, prohibiting the transfer of such information to unqualified persons or those who may use it improperly; and IV – restricted access to files, as well as the adoption of controls that restrict and allow identifying the persons who have access to confidential information.
Sole Paragraph. To comply with the provisions of the caput and its items, the legal entity securities consultant must maintain written manuals that detail the rules and procedures adopted relating to:
I – segregation of activities, with the objective of demonstrating the total separation between the area responsible for the consulting activity and the areas mentioned in item I of the caput; and II – confidentiality, defining the confidentiality and conduct rules adopted, with a detailed description of the requirements applicable, at minimum, to its partners, administrators, collaborators and employees.
CHAPTER VII – ARCHIVE MAINTENANCE
Art. 22. The guidance, recommendations and advice referred to in the caput of art. 1º must be made in a manner that allows for their recording, regardless of the form of service provision.
Sole Paragraph. The recording referred to in the caput must be protected against tampering and allow for audits and inspections.
Art. 23. The securities consultant must maintain, for a minimum period of 5 (five) years, or for a longer period as expressly determined by the CVM, all documents and information required by this Resolution, as well as all internal and external correspondence, all working papers, calculations that supported the charging of a performance fee from their clients classified as professional investors, when applicable, reports and opinions related to the exercise of their activities and the studies and analyses that supported the guidance, recommendations or advice referred to in the caput of art. 22.
§ 1º Digitized images are admitted in substitution for original documents, provided that the process is carried out in accordance with federal legislation that provides for the preparation and archiving of public and private documents in electromagnetic media, and with federal regulation that establishes the technique and requirements for the digitization of these documents.
§ 2º The source document may be discarded after digitization, except if it presents material damage that compromises its legibility.
CHAPTER VIII – PENALTIES AND PENALTY FINE
Art. 24. It is considered a serious offense, for the purpose of the provisions of § 3º of art. 11 of Law No. 6.385, of 1976, the violation of the norms contained in arts. 16, 18, 20, 21, 22 and 23.
Art. 25. The securities consultant is subject to the daily fine provided for in the specific norm that deals with penalty fines due to non-compliance with the deadlines provided for in this Resolution for the delivery of periodic information, without prejudice to the provisions of art. 11 of Law No. 6.385, of 1976.
CHAPTER IX – FINAL PROVISIONS
Art. 26. The following are revoked:
I – CVM Instruction No. 592, of November 17, 2017; II – CVM Instruction No. 619, of February 6, 2020; III – Art. 26 of CVM Instruction No. 609, of June 25, 2019; and IV – CVM Deliberation No. 783, of November 17, 2017.
Art. 27. This Resolution enters into force on April 1, 2021.
Signed electronically by
MARCELO BARBOSA
President
SECURITIES COMMISSION COMMISSION
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUTION CVM NO. 19, OF FEBRUARY 25, 2021
ANNEX A TO CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
Recognized certification exams for the purposes of application of item II of art. 3º.
Art. 1º The following are considered recognized exams by the CVM for the purposes of the provisions of item II of art. 3º:
I – CGA module of the ANBIMA Manager Certification Program organized by the Brazilian Association of Financial and Capital Markets Entities; II – ANBIMA Investment Specialist Certification – CEA organized by the Brazilian Association of Financial and Capital Markets Entities; III – National Certification of Investment Professional of APIMEC – CNPI, organized by the Association of Securities Analysts and Investment Professionals; IV – Level III of the Chartered Financial Analyst (CFA) certification program organized by the CFA Institute; V – Exam 1 and Exam 2 of the final level of the International Certification for Investment Professionals organized by any of the members of the ACIIA - Association of Certified International Investment Analysts; and VI – Certified Financial Planner – CFP organized by Planejar – Brazilian Association of Financial Planners.
SECURITIES COMMISSION COMMISSION
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUTION CVM NO. 19, OF FEBRUARY 25, 2021
ANNEX B TO CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
Documents for the Request for Authorization or Recognition - Individual
Art. 1º The request for authorization or recognition for the exercise of the activity of securities consulting, by an individual, must be accompanied by the following documents:
I – application signed by the interested party; II – proof of approval in a certification exam; III – copy of the diploma of completion of higher education or equivalent, from an institution officially recognized in the country or abroad; IV – registration information provided for in the regulation that deals with the registry of participants in the securities market; V – copy of the Individual Taxpayer Registry Card - CPF and identity card; and VI – items 1, 3, 5 and 6 of the reference form contained in Annex D of this Resolution, filled out and updated until the last business day of the month prior to the protocol of the request for authorization or recognition at the CVM.
Art. 2º If the applicant wishes to request authorization or recognition for the exercise of the activity of securities consulting based on § 1º of art. 3º of this Resolution, they must present:
I – application signed by the interested party; II – curriculum containing professional data that evidences the applicant's experience, duly signed; III – copy of the certificate of completion of the main courses mentioned in the curriculum, if the request is made based on item II of § 1º of art. 3º; IV – declaration from the current and previous employers informing what activities were developed by the applicant and relating the corresponding periods in which they were exercised or, if applicable, copy of the articles of association of companies of which the applicant is or has been a partner; V – registration information provided for in the regulation that deals with the registry of participants in the securities market;
SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
VI – copy of the registration card in the Individual Taxpayer Registry - CPF and of the identity card; and VII – items 1, 3, 5 and 6 of the reference form contained in Annex D of this Resolution, filled out and updated until the last business day of the month preceding the month of filing the request for authorization or recognition with CVM.
Sole Paragraph. If it is not possible to obtain the declarations provided for in item IV of this article, the applicant must justify the impossibility and send a copy of the documents that prove the experience mentioned in the curriculum.
SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
ANNEX C TO CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
Documents for the Request for Authorization or Recognition - Legal Entity
Art. 1 The request for authorization or recognition for the exercise of the activity of securities consulting, by a legal entity, must be accompanied by the following documents:
I – application signed by the legal representative; II – simple copy of the constitutive acts in their current and updated version, duly registered in the competent registry office, which must contain provision for the exercise of the activity and the indication of the person responsible before CVM; III – registration information provided for in the regulation that deals with the registry of participants in the securities market; IV – Document with the indication of the director responsible for the duty of verifying the adequacy of products, services and operations to the client's profile, according to specific regulation and respective registration information; V – items 1, 2, 3, 4, 7, 8, 10 and 12 of the reference form contained in Annex E of this Resolution, duly filled out and updated until the last business day of the month preceding the month of filing the request for authorization or recognition with CVM; VI – item 11 of the reference form contained in Annex E of this Resolution, duly filled out and updated until the last business day of the month preceding the month of filing the request for authorization with CVM, in case the applicant already possesses the requested data; and VII – items 6.1, 6.2 and 9.1 of the reference form contained in Annex E of this Resolution, duly filled out and updated until the last business day of the month preceding the month of filing the request for authorization or recognition with CVM, with the information regarding the applicant's intentions on such topics.
SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
ANNEX D TO CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
Content of the Reference Form - Natural Person (information provided based on positions as of December 31) SECURITIES CONSULTANT - NATURAL PERSON
Identification of the people responsible for the content of the form
1.1 Declaration by the natural person, attesting that:
a. reviewed the reference form b. the set of information contained therein is a true, accurate and complete portrait of their business
Scope of activities
2.1 Describe in detail the securities consulting activities developed, indicating, at minimum:
a. types and characteristics of services provided
i. service provision modalities referred to in § 1 of art. 1 practiced
ii. other modalities of services provided to clients beyond those provided for in § 1 of art. 1, even if they are included in § 3 of art. 1, if applicable
b. securities and financial instruments subject to consulting
c. characteristics of the "know your client" and suitability processes practiced
2.2 Describe the profile of clients, providing the following information:
a. number of clients (total and divided between professional, qualified and non-qualified investors according to specific regulation)
SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
b. number of clients, divided by:
i. natural persons
ii. legal entities (non-financial or institutional)
iii. financial institutions
iv. open complementary pension entities
v. closed complementary pension entities
vi. own social security regimes
vii. insurance companies
viii. capitalization and leasing societies
ix. investment clubs
x. investment funds
xi. non-resident investors
xii. others (specify)
2.3 Other information that you deem relevant
SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
i. name of the company
ii. position and functions inherent to the position
iii. main activity of the company in which such experiences occurred
3.2 Provide other information that you deem relevant
4.3 In the case of receiving performance fees, explain the calculation and assessment methodology, linkage to a reference index, frequency of assessment and payment.
4.4 Provide other information that you deem relevant
SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
5.1 Describe the judicial, administrative or arbitral proceedings, which are not under confidentiality, in which you appear in the passive pole, and which are relevant to your personal assets, or which may affect your business or professional reputation, indicating:
a. main facts b. values, assets or rights involved
5.2 Describe other relevant contingencies not covered by the previous item
5.3 Describe judicial, administrative or arbitral convictions, issued in the last 5 (five) years in proceedings that are not under confidentiality, in which you appeared in the passive pole, and which were relevant to your personal assets, or which affected your business or professional reputation, indicating:
a. main facts b. values, assets or rights involved
SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
6.3 impediments to administer their assets or dispose of them due to judicial and administrative decision
6.4 inclusion in a list of defaulting principals of an entity administering an organized market
SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
ANNEX E TO CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
Content of the Reference Form - Legal Entity
(information provided based on positions as of December 31) SECURITIES CONSULTANT - LEGAL ENTITY
Identification of the people responsible for the content of the form
1.1 Declaration by the director responsible for the securities consulting activity and by the director responsible for the implementation and compliance with internal rules and procedures and the norms established by this Resolution, attesting that:
a. reviewed the activities form b. the set of information contained therein is a true, accurate and complete portrait of the structure, business, policies and practices adopted by the company
Company history
2.1 Brief history about the constitution of the company
2.2 Describe the relevant changes the company has undergone in the last 5 (five) years, including:
a. the main corporate events, such as incorporations, mergers, spin-offs, alienations and acquisitions of corporate control b. scope of activities
c. human and computational resources
d. rules, procedures and internal controls
SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
Human Resources1
3.1 Describe the human resources of the company, providing the following information:
a. number of partners b. number of employees
c. number of outsourced workers
d. list of natural persons who are registered with CVM as securities consultants and act exclusively as proxies, employees or partners of the company
Auditors
4.1 Regarding independent auditors, indicate, if any:
a. business name b. date of hiring of services
c. description of contracted services
Financial resilience
5.1 Based on the financial statements, attest whether the revenue resulting from the securities consulting activity is sufficient to cover the costs and investments of the company with such activity
Scope of activities
6.1 Describe in detail the activities developed by the company, indicating, at minimum:
1 The company must inform only data related to the area involved in securities consulting, if it exercises other activities.
SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
a. types and characteristics of services provided b. types of securities subject to consulting
c. characteristics of the "know your client" and suitability processes practiced
6.2 Briefly describe the activities developed by the company that are not securities consulting, highlighting:
a. the potential conflicts of interest existing between such activities; and b. information about the activities exercised by controlling, controlled, affiliated and commonly controlled societies with the consultant and the potential conflicts of interest existing between such activities.
6.3 Describe the profile of the company's clients, providing the following information:
a. number of clients (total and divided between professional, qualified and non-qualified investors, according to specific regulation) b. number of clients, divided by:
i. natural persons
ii. legal entities (non-financial or institutional)
iii. financial institutions
iv. open complementary pension entities
v. closed complementary pension entities
vi. own social security regimes
vii. insurance companies
viii. capitalization and leasing societies
SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
ix. investment clubs
x. investment funds
xi. non-resident investors
xii. others (specify)
6.4 Provide other information that the company deems relevant
7.2 If the company wishes, insert an organizational chart of the economic group in which the company is inserted, provided that it is compatible with the information presented in item 7.1.
SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
c. regarding board members, their responsibilities and individual powers
8.2 If the company wishes, insert an organizational chart of the company's administrative structure, provided that it is compatible with the information presented in item 8.1.
8.3 Regarding each of the responsible directors referred to in items II and III of art. 4, indicate, in the form of a table:
a. name b. age
c. profession
d. CPF or passport number e. position held f. date of appointment g. term of office h. other positions or functions held in the company
8.4 Regarding the director responsible for securities consulting provide:
a. curriculum, containing the following information:
i. completed courses;
ii. approval in professional certification exam
iii. main professional experiences during the last 5 years, indicating:
SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
8.5 Regarding the director responsible for the implementation and compliance with rules, procedures and internal controls and the norms established by this Resolution provide:
a. curriculum, containing the following information:
i. completed courses;
ii. approval in professional certification exam (optional)
iii. main professional experiences during the last 5 (five) years, indicating:
8.6 Provide information about the structure maintained for the securities consulting activity, including:
a. number of professionals b. percentage of certified professionals or authorized as consultants by CVM
c. nature of activities developed by its members
d. information systems, routines and procedures involved
8.7 Provide information about the structure maintained for the verification of permanent compliance with applicable legal and regulatory norms for the activity and for the supervision of services provided by contracted third parties, including:
SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
a. number of professionals b. nature of activities developed by its members
c. information systems, routines and procedures involved
d. how the company guarantees the independence of the work executed by the sector
8.8 Other information that the company deems relevant
9.3 In the case of receiving performance fees, explain the calculation and assessment methodology, linkage to a reference index, frequency of assessment and payment
9.4 Provide other information that the company deems relevant
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
Rules, procedures and internal controls
10.1 Describe the rules for the treatment of soft dollars, such as receipt of gifts, courses, trips, etc.
10.2 Address of the consultant's page on the worldwide web where the documents required by art. 14 of this Resolution can be found
Contingencies
11.1 Describe the judicial, administrative or arbitral proceedings, which are not under confidentiality, in which the company is a defendant, which are relevant to the company's business, indicating:
a. main facts b. values, assets or rights involved
11.2 Describe the judicial, administrative or arbitral proceedings, which are not under confidentiality, in which the director responsible for securities consulting is a defendant and which affect their professional reputation, indicating:
a. main facts b. values, assets or rights involved
11.3 Describe other relevant contingencies not covered by the previous items
11.4 Describe judicial, administrative or arbitral convictions, with final and unappealable judgment, issued in the last 5 (five) years in proceedings that are not under confidentiality, in which the company was a defendant, indicating:
a. main facts b. values, assets or rights involved
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
11.5 Describe judicial, administrative or arbitral convictions, with final and unappealable judgment, issued in the last 5 (five) years in proceedings that are not under confidentiality, in which the director responsible for securities consulting was a defendant and which affected their business or professional reputation, indicating:
a. main facts b. values, assets or rights involved
12.2 convictions for bankruptcy crime, malfeasance, bribery, extortion, embezzlement, money "laundering" or concealment of assets, rights and values, against the popular economy, the economic order, consumer relations, public faith or public property, the national financial system, or the criminal penalty that prohibits, even temporarily, access to public office, by final and unappealable decision, except in the case of rehabilitation
12.3 impediments to administer their assets or dispose of them as a result of judicial and administrative decisions
12.4 inclusion in the list of defaulting principals of an entity administering an organized market
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
ANNEX F TO CVM RESOLUTION NO. 19, OF FEBRUARY 25, 2021
Term of Awareness of Potential Conflict of Interests
By signing this term, I confirm that I am aware that:
I – the securities consultant, or parties related to them, may receive remuneration resulting from the allocation of resources in securities, securities and investment vehicles subject to this consulting; and II – the receipt of the aforementioned remuneration may affect the independence of the consulting activity due to the potential conflict of interest.
[date and place]
[name and CPF or CNPJ]
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Amended 1 time · last 2023-02-14
Source: Comissão de Valores Mobiliários — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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