CVM Resolution No. 20, of February 25, 2021, with amendments introduced by CVM Resolutions No. 179/23 and 216/24

THE PRESIDENT OF THE COMMISSION OF SECURITIES - CVM makes public that the Board, in a meeting held on February 23, 2021, in view of the provisions of arts. 1, item VIII; 8, items I and III; 15, § 1; 18, item I, letter “b”; and 27 of Law No. 6.385, of December 7, 1976, APPROVED the following Resolution:

CHAPTER I – SCOPE AND PURPOSE
Art. 1 A securities analyst is a natural or legal person who, on a professional basis, prepares analysis reports intended for publication, dissemination, or distribution to third parties, even if restricted to clients.

§ 1 For the purposes of this Resolution, the expression “analysis report” means any texts, monitoring reports, studies, or analyses regarding specific securities or regarding specific securities issuers that may assist or influence investors in the investment decision-making process.

§ 2 Public statements, presentations, videos, meetings, telephone conferences, and any other unwritten manifestations, the content of which is typical of an analysis report, are equated to analysis reports, for the purposes of the provisions of this Resolution.

§ 3 This Resolution does not apply to natural or legal persons who carry out credit risk rating activities.

Art. 2 The activity of securities analysis is exclusive to securities analysts accredited in an entity authorized by the CVM, in accordance with art. 4.

CHAPTER II – ACCREDITATION FOR THE ACTIVITY OF SECURITIES ANALYST
Section I – Mandatory Accreditation
Art. 3 Accreditation is mandatory:

Section II – Accrediting Entities
Art. 4 The accreditation of securities analysts is carried out by entities authorized by the CVM.
Sole paragraph. Entities authorized by the CVM to promote the accreditation referred to in the caput are self-regulatory entities that prove to have:
I – adequate structure and technical capacity to fulfill the obligations provided in this Resolution; and II – a self-regulation structure that has technical capacity and independence.

Art. 5 Accrediting entities must:
I – adopt a professional code of conduct prepared in accordance with art. 8; II – supervise, with respect to the securities analysts accredited by them:
a) compliance with their professional code of conduct; and b) compliance with the provisions of this Resolution; III – punish infractions to their professional code of conduct committed by the securities analysts accredited by them; IV – assess, through technical qualification exams, as listed in Annex A to this Resolution, and ethics exams, whether candidates are qualified to exercise the activity of natural person securities analyst; V – assess, in the case of a legal person, the structure and requirements for the exercise of the activity; VI – institute a continuing education program; VII – keep in archive all documents that prove compliance with the requirements contained in this Resolution for 5 (five) years;

§ 1 The CVM must previously approve:
I – the professional code of conduct mentioned in item I of the caput, as well as any amendments; II – the syllabus of the exams applied by the accrediting entity in accordance with item IV; and III – the continuing education program.

§ 2 With respect to the provision of item VII of the caput, digitized images are admitted in substitution for original documents, provided that the process is carried out in accordance with federal legislation on the preparation and archiving of public and private documents in electronic media, and with federal regulation that establishes the technique and requirements for the digitization of these documents.

§ 3 The original document may be discarded after digitization, except if it presents material damage that impairs its legibility.

Art. 6 Accrediting entities must provide certificates regarding securities analysts accredited by them, as well as regarding natural or legal person analysts who are undergoing an accreditation process, indicating registry regularity and any penalties applied in the last 5 (five) years.

Art. 7 The accrediting entity must send to the CVM:
I – immediately upon knowledge, information about indications of serious infractions of CVM norms; II – until the last day of the month following the end of each semester or whenever the CVM requests:
a) report on supervision and observance of legal and regulatory norms, mentioning the efforts undertaken to verify the regularity of conduct, the name and qualification of those involved, whether accredited or not, as well as other measures adopted; and

COMMISSION OF SECURITIES
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 20, OF FEBRUARY 25, 2021 b) report on supervision and observance of the norms of its professional code of conduct, mentioning the securities analysts investigated, the scope of work performed, the irregularities identified, the penalties applied, and other measures adopted; III – until January 31 of each year, a report containing the proposal for operation for the subsequent fiscal year; and IV – whenever requested, documents and information mentioned in art. 5, items VII and VIII. Sole paragraph. The report referred to in item III may be sent to the CVM as part of the report referred to in item II, letter “a” regarding the second semester of each year.

Section III – Professional Code of Conduct
Art. 8 The professional code of conduct must provide, at minimum, on:
I – potential situations of conflict of interest in the exercise of the activity of securities analyst; II – commitment to seek honest and reliable information to be used in analyses, recommendations, and presentations made by the securities analyst; III – duty of independence of the securities analyst, including with respect to the person or institution to which they are linked, when applicable; IV – duty to comply with this Resolution and other norms issued by the CVM that deal with the activity of securities analyst; V – applicable penalties in case of infractions to the professional code of conduct; and VI – regulate the forms of communication, advertising, and language used by securities analysts in their interaction with their clients and the general public, in accordance with art. 14.

Section IV – Accreditation of Natural Person Securities Analyst
Art. 9 To grant and maintain the accreditation referred to in art. 4, the accrediting entity must require the natural person securities analyst to meet the following minimum requirements:
I – degree in higher education course;
II – approval in technical qualification exams defined by the CVM;

COMMISSION OF SECURITIES
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 20, OF FEBRUARY 25, 2021 III – unconditional adherence to its professional code of conduct; IV – have an unblemished reputation; V – not be disqualified or suspended from holding office in financial institutions and other entities authorized to operate by the CVM, by the Central Bank of Brazil, by the Private Insurance Superintendence - SUSEP, or by the National Superintendence of Complementary Pension - PREVIC; and VI – not have been convicted of 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 criminal penalty that prohibits, even temporarily, access to public offices, by a final decision, except in the case of rehabilitation.

Art. 10. The natural person securities analyst and the persons responsible for the activities referred to in items IV and V of art. 11 cannot obtain or maintain registration as an autonomous investment agent. Art. 10. The natural person securities analyst and the persons responsible for the activities referred to in items IV and V of art. 11 cannot obtain or maintain registration as an investment advisor.

Art. 10 with wording given by CVM Resolution No. 179, of February 14, 2023.

Section V – Accreditation of Legal Person Securities Analyst
Art. 11. To grant and maintain the accreditation referred to in art. 4, the accrediting entity must require the legal person securities analyst to meet the following minimum requirements:
I – have headquarters in Brazil;
II – have the activity of securities analysis in its corporate object, except for the legal persons mentioned in art. 3, item II; III – be regularly constituted and registered in the National Registry of Legal Entities - CNPJ; IV – assign responsibility for the activity of securities analysis to a natural person securities analyst accredited by an entity authorized by the CVM in accordance with art. 4;

§ 1 The assignment of responsibility for the activity of securities analysis must be stated, in the case of the entities mentioned in art. 3, item III, in the articles of incorporation, the bylaws of the legal person, or in the manner indicated by the bylaws.

§ 2 In the event of impediment of the person responsible for the activity of securities analysis referred to in item IV of the caput for a period exceeding 30 (thirty) days, the substitute must assume the said responsibility, and the accrediting entity must be notified, in writing, within 1 (one) business day from its occurrence.

§ 3 The functions referred to in items IV and V of the caput cannot be performed by the same person.

§ 4 The person responsible for the activity of securities analysis referred to in item IV of the caput cannot be responsible for any other activity in the securities market, in the institution, or outside it.

§ 5 It is the responsibility of the person responsible for the activity of securities analysis referred to in item IV to define and supervise the guidelines and methodologies adopted in the analyses and respective reports, as well as to verify their consistency and compliance with the premises of the institution.

§ 6 Without prejudice to the provision of § 4 of this article, the persons referred to in items VI and V of the caput may be responsible for the same activity in controlling, controlled, affiliated, or commonly controlled companies.

CHAPTER III – CONDUCT RULES
Section I – Conduct Rules
Art. 12. The securities analyst must act with probity, good faith, and professional ethics.

Sole paragraph. The analysis reports must be prepared by the analyst, employing all the care and diligence expected of a professional in their position.

Art. 13. It is prohibited for the securities analyst, natural and legal person, as well as for other professionals who effectively participate in the formulation of the analysis reports:
I – issue analysis reports with the purpose of obtaining, for oneself or others, undue advantage; II – omit information about conflict of interest in the information and communications referred to in art. 14, in the analysis reports, and in any medium with respect to which the analyst expresses an opinion on the analysis report; III – trade, directly or indirectly, in their own name or on behalf of third parties, securities covered by the analysis reports they prepare or derivatives based on such securities for a period of 30 (thirty) days prior and 5 (five) days subsequent to the dissemination of the analysis report on such security or its issuer; IV – trade, directly or indirectly, in their own name or on behalf of third parties, securities covered by the analysis reports they prepare or derivatives based on such securities in a direction contrary to the recommendations or conclusions expressed in the analysis reports they prepared for:
a) 6 (six) months counted from the dissemination of such report; or b) until the dissemination of a new report on the same issuer or security, if it occurs before the period referred to in letter “a”; V – participate, directly or indirectly, in any activity related to public distribution offering of securities, including:
a) sales efforts of product or service within the securities market; and b) efforts to attract new clients or work; V – participate, directly or indirectly, in any activity related to:
a) public distribution offering of securities, including:

sales efforts of product or service within the securities market; and
efforts to attract new clients or work;
b) public acquisition offering of securities;

Item V with wording given by CVM Resolution No. 216, of October 29, 2024.
VI – participate in the structuring of financial assets and securities; VII – participate, directly or indirectly, in any activity related to financial consulting in merger and acquisition operations; and VIII – disseminate the analysis report or its content, even if partially, to a person who is not part of the analysis team, especially, the issuer subject to the analysis or whose securities are subject to the analysis, before its publication, dissemination, or distribution through adequate channels.

§ 1 The provisions of items III and IV of the caput do not apply to transactions with investment fund quotas, except if:
I – the securities analyst can influence, directly or indirectly, the administration or management of the fund; or II – the fund concentrates its investments in sectors or companies covered by the reports produced by the securities analyst.

§ 2 The provision of item V of the caput does not apply to activities of the securities analyst that aim at investor education, provided that:
I – the securities analyst uses analysis reports without the indication of recommendation; II – the securities analyst does not communicate with investors in the presence of any person linked to the area of product or service distribution or to the issuer; and III – the legal person to which the securities analyst is linked has records, in writing, of the investors who participated in the investor education activity.

§ 3 The provision of item VIII of the caput does not apply:
I – to cases where the factual parts of the report have been disclosed to third parties with the purpose of verifying the truthfulness of the information contained therein; and II – to review by legal advisors and by the internal controls area.

§ 4 The provisions of items III, IV, V, VI, and VII of the caput do not apply to operations and activities carried out by other departments of the legal person, provided that the segregation of activities with respect to the analysis department is ensured.

Section II – Forms of Communication
Art. 14. Information or communications of an institutional and advertising nature regarding the provision of the securities analyst service must:
I – be true, consistent, and not mislead the investor; and II – use calm and moderate language.

§ 1 The information or communications referred to in the caput cannot contain a promise of future profitability or assure or suggest the existence of a guarantee of future results or the exemption of risk for the investor.

§ 2 The norms of this article extend to disclosures made through newspapers, magazines, worldwide computer network, programs, applications, electronic messages, or any other similar means of communication.

Art. 15. If the information or communications referred to in art. 14 present inaccuracies or improprieties that may mislead the investor, the CVM or the accrediting entity may require:
I – the cessation of the dissemination of the information; and II – the broadcasting, with equal prominence and through the medium used to disseminate the original information, of corrections and clarifications, which must expressly state that the information is being republished by determination of the CVM or the accrediting entity, as applicable, and, prominently, which information is being corrected or clarified.

CHAPTER IV – RULES, PROCEDURES, AND INTERNAL CONTROLS
Art. 16. The legal person securities analyst must:
I – develop and implement adequate rules, procedures, and internal controls for:
a) ensuring compliance with the provisions of this Resolution; b) perform their functions with independence; c) prevent their commercial interests, or those of their clients, from influencing the results of their analyses; and d) identify, manage, and eliminate potential conflicts of interest that may affect the impartiality of their analysis reports;

SECURITIES COMMISSION 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. 20, OF FEBRUARY 25, 2021

II – publish the set of rules resulting from item I, as well as their updates, on its website; III – communicate to the CVM and the accrediting entity, within a period of up to 5 (five) business days, conduct of analysts linked to it that may indicate evidence of violation of norms issued by the CVM; IV – when exercising other activities that may give rise to potential conflicts of interest, physically segregate the facilities where the analysis team develops its activities; V – grant accrediting entities access to its facilities, files and documents related to the rules, procedures and internal controls related to compliance with this Resolution, so that they can exercise the supervisory functions attributed to them by this Resolution; VI – possess an organizational structure that ensures the impartiality of the opinion issued in analysis reports; and VII – structure the remuneration of its workforce in a way that preserves its impartiality. Sole Paragraph. The rules, procedures and internal controls resulting from item I of the caput must provide, at least, the following:
I – ways to identify situations of conflict of interest; II – ways to manage situations of conflict of interest; and III – type and form of contact that the securities analyst may have with the issuers subject to their analyses.

Art. 17. Securities analysts that are legal entities must take all necessary measures so that their analysis teams are formed by, at least, 80% (eighty percent) of securities analysts accredited in an entity authorized by the CVM in accordance with art. 4º. § 1º Securities analysts that are legal entities must communicate to the accrediting entity the non-compliance with the provision of the caput within 15 (fifteen) days from the date of the beginning of non-compliance, with the respective justifications. § 2º Securities analysts that are legal entities have 90 (ninety) days, counted from the beginning of non-compliance, to reconstitute the percentage of accredited securities analysts required by this article.

§ 3º The re-compliance with the percentage of accredited securities analysts required by this article must be communicated to the accrediting entity within 15 (fifteen) days of its occurrence.

Art. 18. Securities analysts who provide analysis services for administrators of securities portfolios must:
I – annually, until March 31, send to the accrediting entity the list of all managers for whom they provide the service referred to in the caput; and II – in case of interruption in the provision of such services, notify the accrediting entity within 30 (thirty) days.

CHAPTER V – ANALYSIS REPORT

Art. 19. Analysis reports must be written in clear and objective language, differentiating factual data from interpretations, projections, estimates and opinions.
§ 1º Whenever possible and appropriate, factual data must be accompanied by indication of their sources.
§ 2º Projections and estimates must be accompanied by the relevant premises and methodology adopted.

Art. 20. Analysis reports must be signed by, at least, one accredited securities analyst.

Art. 21. The individual securities analyst signatory of the report in accordance with art. 20 must include in all their analysis reports, in a clear and prominent manner, declarations:
I – attesting that the recommendations of the analysis report reflect solely and exclusively their personal opinions and that they were prepared independently, including with respect to the legal entity to which they are linked, if applicable; and II – informing the investor if he or any of the securities analysts involved in the preparation of the analysis report are in a situation that may affect the impartiality of the report or that constitutes or may constitute a conflict of interest, including, but not limited to, cases where:

a) he or any of the securities analysts involved in the preparation of the report have a link with an individual who works for the issuer subject to the analysis report, clarifying the nature of the link; b) he or any of the securities analysts involved in the preparation, their spouses or partners, are directly or indirectly, in their own name or on behalf of third parties, holders of securities subject to the analysis report; c) he or any of the securities analysts involved in the preparation, their spouses or partners, are directly or indirectly involved in the acquisition, alienation or intermediation of the securities subject to the analysis report; d) he or any of the securities analysts involved in the preparation, their spouses or partners, have directly or indirectly, any financial interest with respect to the issuer subject to the analysis report, except for the provision of § 1º of art. 13; and e) their remuneration or that of any of the securities analysts is, directly or indirectly, influenced by revenues from business and financial operations carried out by the person to whom they are linked.

§ 1º The securities analyst must inform the content of the declarations provided for in item II, if one of the situations set forth therein is verified, in public exhibitions, presentations, videos, meetings, telephone conferences and any other non-written manifestations in which they participate to disseminate or discuss the analysis report that they have prepared or whose content is typical of an analysis report.

§ 2º The provision of § 1º does not apply to:
I – meetings with a single client or investor; or II – telephone calls in which the securities analyst participates, on one side, and a single client or investor, on the other.

Art. 22. Securities analysts that are legal entities are responsible for declaring, whenever applicable, in a clear and prominent manner, in all analysis reports that they publish, disseminate or distribute, situations that may affect the impartiality of the analysis report or that constitute or may constitute a conflict of interest.

§ 1º Examples of conflict of interest, for the purposes of this article, are situations in which securities analysts that are legal entities, their subsidiaries, their controlling entities or companies under common control:
I – have relevant corporate participations in the issuer subject to the analysis report or in which the issuer subject to the analysis report, their subsidiaries, their controlling entities or companies under common control have relevant participations in securities analysts that are legal entities, their subsidiaries, their controlling entities or companies under common control; II – have relevant financial and commercial interests with respect to the issuer or the securities subject to the analysis report; III – are involved in the acquisition, alienation or intermediation of the securities subject to the analysis report; and IV – receive remuneration for other services provided to the issuer subject to the analysis report or persons linked to it.

§ 2º The individual securities analyst acting on behalf of a securities analyst that is a legal entity must inform the content of the declarations provided for in the caput in public exhibitions, presentations, videos, meetings, telephone conferences and any other non-written manifestations in which they participate to disseminate or discuss the analysis report that they have prepared or whose content is typical of an analysis report.

§ 3º The provision of § 2º does not apply to:
I – meetings with a single client or investor; or II – telephone calls in which the securities analyst participates, on one side, and a single client or investor, on the other.

Art. 23. Securities analysts are responsible for:
I – sending the analysis reports to the accrediting entity, within 3 (three) business days from the date on which such reports are distributed; and II – keep the analysis reports archived for 5 (five) years, counted from the date on which such reports are distributed, without prejudice to the provisions of §§ 2º and 3º of art. 5º.

Sole Paragraph. Individual securities analysts who act exclusively linked to legal entities are exempt from the obligation provided for in this article, such obligation falling, in these cases, on the said legal entities.

Art. 24. The person who distributes, in Brazil, analysis reports on issuers of securities traded in Brazil or with respect to which there is a sales effort in Brazil, prepared by securities analysts resident and domiciled in other jurisdictions, is responsible for obtaining the declarations provided for in art. 21 and making the declarations provided for in art. 22.

Sole Paragraph. The analysis reports mentioned in the caput are exempt from the requirement contained in art. 20.

CHAPTER VI – PENALTIES

Art. 25. It constitutes a serious offense, for the purposes of the provision of art. 11, § 3º, of Law No. 6.385, of 1976:
I – the non-observance of conduct rules and the rules, procedures and internal controls established in arts. 12 to 17; and II – the non-observance of the duties of accrediting entities established in arts. 5º to 7º; and III – omitting or providing false information for the purposes of compliance with the declarations contained in arts. 21 and 22.

CHAPTER VII - FINAL PROVISIONS

Art. 26. The following are repealed:
I – CVM Instruction No. 598, of May 3, 2018; and II – CVM Deliberation No. 633, of July 6, 2010.

Art. 27. This Resolution enters into force on April 1, 2021.

Signed electronically by
Marcelo Barbosa
President

ANNEX A TO CVM RESOLUTION NO. 20, OF FEBRUARY 25, 2021
Exams for proof of technical qualification in the accreditation process for securities analysts.

Art. 1º The accrediting entities of securities analysts must accept the following exams in assessing the technical qualification of candidates for analysts:
I – Exam 1 of the Foundation Level of the international certification program for investment professionals organized by any of the members of the ACIIA - Association of Certified International Investment Analysts; II – Levels I and II of the Chartered Financial Analyst – CFA certification program organized by the CFA Institute; and III – Series 86 of the analyst qualification program organized by the Financial Industry Regulatory Authority - FINRA.

Sole Paragraph. In addition to approval in any of the exams mentioned in items I to III, the accrediting entities must require candidates to pass exams that assess knowledge of the securities market and national legislation regarding it.

CVM Resolution No. 20, of February 25, 2021, with amendments introduced by CVM Resolutions No. 179/23 and 216/24

Lineage: Amended

Timeline