CVM Resolution No. 193 of October 20, 2023, with amendments introduced by CVM Resolutions No. 219/24, 227/25, and 244/26

SECURITIES AND EXCHANGE 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

CVM RESOLUTION NO. 193, OF OCTOBER 20, 2023, WITH THE AMENDMENTS INTRODUCED BY CVM RESOLUTIONS NO. 219/24, 227/25, AND 244/26.

Provides for the preparation and disclosure of the report on financial information related to sustainability, based on the international standard issued by the International Sustainability Standards Board - ISSB.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes public that the Board, in a meeting held on October 11, 2023, based on the provisions of item II, paragraph 3, of Article 2, item I of Article 8, and items I, II, and IV, paragraph 1, of Article 22 of Law No. 6.385, of December 7, 1976, and

CONSIDERING:
a) the decision of the International Organization of Securities Commissions – IOSCO to recommend the adoption in jurisdictions of the sustainability information disclosure standards issued by the ISSB, based on the conclusion that these standards provide an effective and proportional global framework of information aimed at investors, serving to assist global financial markets in assessing risks and opportunities related to sustainability; b) the importance and need for Brazilian practices to be harmonized with international sustainability information disclosure practices, promoting increased transparency, reliability, consistency, and comparability of this information, thereby enabling national companies to access international financing sources and the construction of an international interoperability environment; c) the urgency of establishing measures to provide transparency to risks and opportunities related to sustainability that affect entities in the capital market, in order to contribute to the development of a sustainable and regenerative economy; d) the need to establish measures for the disclosure of policies and procedures adopted by entities to address and mitigate the impacts of climate change, social and environmental risks; e) the ecological transformation agenda instituted by the Ministry of Finance and the sustainable finance agenda established by the Securities and Exchange Commission of Brazil - CVM;

f) the objective of providing visibility and predictability to market agents regarding regulatory acts issued that increase regulatory requirements; and g) the CVM will observe the provisions of Decree No. 10.411/2022 and will conduct a public consultation on these ISSB standards, translated and approved by the Brazilian Sustainability Pronouncements Committee (CBPS), when it collects information on the effects, challenges, and benefits of adopting the respective standards, to support possible adjustments in this convergence process, including regarding the mandatory nature provided for in Article 2 of this Resolution.

APPROVED the following RESOLUTION:

Art. 1º The option for the preparation and disclosure of a report on financial information related to sustainability, by open companies, investment funds, and securitization companies, based on the international standard issued by the ISSB, is established on a voluntary basis, starting from fiscal years beginning on or after January 1, 2024.

§ 1º The entity that opts for voluntary adoption in the manner of the caput must use the sustainability-related financial information disclosure standards, as issued in English by the ISSB, until the process of internalization of these standards in the Brazilian jurisdiction is concluded.

§ 1º with wording given by CVM Resolution No. 227, of March 31, 2025.

§ 2º The open company must declare the option provided for in the caput, indicating the fiscal year of the start of voluntary adoption, preferably by 05/31/2024, this option or its revision limited to 12/31/2024, through a market communication.

§ 2º The open company must declare the option provided for in the caput observing the following procedures:
I – in voluntary adoption for the fiscal year beginning on or after January 1, 2024:
declaration through market communication by December 31, 2024; and

II – in voluntary adoption for the fiscal year beginning on or after January 1, 2025:
declaration through market communication by December 31, 2025.

§ 2º with wording given by CVM Resolution No. 227, of March 31, 2025.

§ 3º Investment funds and securitization companies may declare the option, or its revision, as provided for in the caput, until the end of the fiscal year prior to the first preparation and disclosure of the report on financial information related to sustainability, through market communication.

§ 4º The first preparation and disclosure of a report on financial information related to sustainability implies its continuity during all periods of voluntary adoption.

§ 4º The entity that opts for the preparation and disclosure of Sustainability-related Financial Information must publish them for at least three consecutive fiscal years.

§ 4º with wording given by CVM Resolution No. 244, of May 29, 2026.

§ 5º The opting entity that decides to cease publishing sustainability-related financial information must inform such decision through market communication, disclosed by the date of filing of the annual financial statements with the CVM of the fiscal year prior to the one in which the entity will not publish the voluntary information.

§ 5º included by CVM Resolution No. 244, of May 29, 2026.

Art. 2º The obligation for open companies to prepare and disclose the report on financial information related to sustainability, based on ISSB standards, is established, starting from fiscal years beginning on or after January 1, 2026.

Art. 2º The obligation for open companies to prepare and disclose the report on financial information related to sustainability, based on standards issued by the CBPS, and approved by the CVM, is established, starting from fiscal years beginning on or after January 1, 2026.

Art. 2º with wording given by CVM Resolution No. 227, of March 31, 2025.
Art. 2º revoked by CVM Resolution No. 244, of May 29, 2026.

Art. 3º Entities that opt for voluntary adoption, in the manner of Article 1, may use the relaxations (reliefs) established in the standard until the first fiscal year of mandatory adoption, with the exception of the presentation of comparative information, which must be observed from the second fiscal year of adoption of the standards.

Art. 3º For the purposes of Article 1, the entity must explicitly and unreservedly declare adherence to the standards issued by the CBPS and ISSB, as regulated in this Resolution.

Art. 3º with wording given by CVM Resolution No. 244, of May 29, 2026.

Sole paragraph. For the purposes of the caput, the entity must explicitly and unreservedly declare adherence to the standards issued by the ISSB, as regulated in this Resolution.

Sole paragraph. For the purposes of the caput, the entity must explicitly and unreservedly declare adherence to the standards issued by the CBPS and ISSB, as regulated in this Resolution.

Sole paragraph with wording given by CVM Resolution No. 227, of March 31, 2025.

Sole paragraph. From January 1, 2027, the open company that opts not to file a sustainability report must justify the option through market communication, disclosed by the date of filing of the annual financial statements with the CVM, describing the reasons of the Administration for its option.

Sole paragraph with wording given by CVM Resolution No. 244, of May 29, 2026.

Art. 4º The reporting frequency of the report on financial information related to sustainability, as specified in Articles 1 and 2, must be, at minimum, equal to that of the financial statements closing the fiscal year.

§ 1º The report on financial information related to sustainability, based on the ISSB standard, must be objectively identified and presented separately from the other information of the entity and the financial statements.

§ 2º Sustainability-related financial information must be prepared based on the reporting consolidated entity and, in its absence, based on the individual entity.

Art. 5º Entities must file the report on financial information related to sustainability through an electronic system available on the CVM's website on the World Wide Web, observing the following deadlines:

Art. 5º Entities opting for the disclosure of the report on financial information related to sustainability must file the report on financial information related to sustainability through an electronic system available on the CVM's website on the internet, observing the following deadlines:

Art. 5º with wording given by CVM Resolution No. 244, of May 29, 2026.

I – in voluntary adoption and in the first fiscal year of mandatory adoption: on the same date of delivery of the Reference Form - FRE; and

I – in voluntary adoption fiscal years: until the last day of the 9th (ninth) month following the end of the fiscal year;

Item I with wording given by CVM Resolution No. 219, of October 29, 2024.

I – in the first fiscal year of filing: on the same date of delivery of the Reference Form - FRE; and

Item I with wording given by CVM Resolution No. 244, of May 29, 2026.

II – from the second fiscal year of mandatory adoption: within 3 (three) months counted from the end of the fiscal year or on the same date of sending the financial statements, whichever occurs first.

II – in the first fiscal year of mandatory adoption: on the same date of delivery of the Reference Form - FRE; and

Item II with wording given by CVM Resolution No. 219, of October 29, 2024.

II – from the second fiscal year of filing: within three months counted from the end of the fiscal year or on the same date of sending the financial statements, whichever occurs first.

Item II with wording given by CVM Resolution No. 244, of May 29, 2026.

III – from the second fiscal year of mandatory adoption: within 3 (three) months counted from the end of the fiscal year or on the same date of sending the financial statements, whichever occurs first.

Item III included by CVM Resolution No. 219, of October 29, 2024.
Item III revoked by CVM Resolution No. 244, of May 29, 2026.

Art. 6º The report on financial information related to sustainability must be subject to assurance by an independent auditor registered with the CVM, in accordance with standards issued by the Federal Council of Accounting – CFC, observing the following:

I – until the end of the 2025 fiscal year: limited assurance; and

II – from fiscal years beginning on or after January 1, 2026: reasonable assurance.

Art. 7º This Resolution enters into force on November 1, 2023.

Signed electronically by
JOÃO PEDRO BARROSO DO NASCIMENTO
President

CVM Resolution No. 193 of October 20, 2023, with amendments introduced by CVM Resolutions No. 219/24, 227/25, and 244/26

Lineage: Amended

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