CVM Resolution No. 220 of November 11, 2024

RESOLUTION CVM NO. 220, OF NOVEMBER 11, 2024

Amends Resolutions CVM No. 24, of March 5, 2021, CVM No. 31, of May 19, 2021, and CVM No. 135, of June 10, 2022.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes public that the Collegiate Board, in a meeting held on October 30, 2024, based on the provisions of Article 8, Item I, of Law No. 6,385, of December 7, 1976, APPROVED the following Resolution:

Art. 1 The Annex I of Resolution CVM No. 24, of March 5, 2021, published in the Official Gazette of the Union (“DOU”) on March 8, 2021, shall enter into force with the following wording:

“Art. 42 .............................................................
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III – supervise and audit the activities of organized market administrator entities with respect to the Loss Compensation Mechanisms, or the entities constituted exclusively or contracted for this purpose.” (NR)

Art. 2 Resolution CVM No. 31, of May 19, 2021, published in the DOU on May 20, 2021, shall enter into force with the following wording:

“Art. 15.............................................................
I – the operating regulations of the central depository, referred to in Art. 45, as well as their materially significant amendments; and II – the access rules for participants, referred to in Art. 40, as well as their materially significant amendments.
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§ 4th Amendments to the documents provided for in the caput that do not require prior approval must:
I – be notified to the CVM at least 20 (twenty) business days in advance of their entry into force, a period during which the CVM may convert the notification into an approval request; and II – comply with the regulation applicable to the central deposit of securities.

RESOLUTION CVM NO. 220, OF NOVEMBER 11, 2024

§ 5th The CVM may determine, at any time, that the central depository promote amendments to the operating regulations or the participant access rules, including regarding acts and documents not dependent on prior approval, whenever it deems necessary for the adequate provision of central deposit of securities services.

§ 6th The provisions of this article do not apply to amendments arising from determinations by other public bodies, regarding matters not covered by the legal competence of the CVM.

§ 7th For the purposes of this article, a materially significant amendment is considered any modification, addition, or exclusion in the operating regulations of the central depository or in the participant access rules that have the potential to exert a relevant impact on the central deposit of securities service, the materiality of the amendment being evaluated in each case, taking into consideration, among other factors, the number of affected agents and the intensity of the efforts necessary for adaptation.” (NR)

Art. 3 Resolution CVM No. 135, of June 10, 2022, published in the DOU on June 13, 2022, shall enter into force with the following wording:

“Art. 2..............................................................
I – relevant shareholder: investor or group of investors acting in concert or representing the same interest that holds participation in the share capital with voting rights of an organized market administrator entity equal to or greater than the threshold established in Art. 44; I-A – admission of participant: process by which the organized market administrator entity authorizes a legal entity, fund, or investment vehicle to operate in the market administered by it;
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VI – financial market system operator institution: entity that carries out, cumulatively or individually, the processing and settlement of operations, the registration, and the central deposit of securities;
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RESOLUTION CVM NO. 220, OF NOVEMBER 11, 2024

Sole Paragraph. For the purposes of this Resolution, those considered to be representing the same interest are the direct and indirect controllers of the persons mentioned in Item I of the caput, the companies controlled by them, their affiliates, and the companies subject to common direct or indirect control with them.” (NR)

“Art. 11. ............................................................
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V – carry out other activities upon prior notification to the CVM, without prejudice to authorizations possibly required by the CVM or by other public bodies, provided that:
a) the organized market administrator entity has financial, technical, and operational conditions for the exploration of the new activity; b) the new activity is of low risk, including with regard to situations of possible conflict of interests; and c) the structure, rules, internal controls, and segregation of activities of the organized market administrator entity are adequate and sufficient to meet the obligations contained in this Resolution.

§ 1st The SMI must be previously notified of the intention to exercise the new activity, with a minimum advance notice of 20 (twenty) business days, counted from the date of:
I – start of exercise of the activity to be explored by the organized market administrator entity itself, or by companies in which it holds direct or indirect share participation; or II – acquisition of direct or indirect share participation in a company that already exercises the activity.

§ 2nd The notification referred to in § 1st must be accompanied by a statement from the board of directors of the organized market administrator entity attesting to the observance of the conditions established in items “a” to “c” of Item V of the caput.

§ 3rd The SMI may request additional information or determine the suspension of the start of the exercise of the new activity, until there is a deliberation by the Collegiate Board, in accordance with Art. 184, Item IV, of this Resolution.

RESOLUTION CVM NO. 220, OF NOVEMBER 11, 2024

§ 4th The exercise of the new activity may occur without restrictions if there is no manifestation from the SMI within the period referred to in § 1st.” (NR)

“Art. 12. Except for participations resulting from its financial investment policy, and without prejudice to the need to obtain applicable authorizations, the organized market administrator entity and its controlled companies may only participate, directly or indirectly, in the capital of third parties with observance of the procedure provided for in Item V of Art. 11.” (NR)

“Art. 14. ............................................................
§ 1st The provisions of the caput apply to the relevant shareholders of the organized market administrator entity.

§ 2nd The organized market administrator entity must treat all participants of the markets administered by it equitably, dedicating special attention to the prevention of practices that favor, directly or indirectly, participants who are its relevant shareholders.” (NR)

“Art. 16.............................................................
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II – ...................................................................
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b) hire a financial market system operator institution authorized by the CVM and the Central Bank of Brazil to carry out the clearing and settlement of operations; and
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” (NR)

“Art. 19. Observed the provisions of the complementary law that provides for the secrecy of operations of financial institutions, organized market administrator entities must establish, among themselves and with financial market system operator institutions, mechanisms and rules:
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” (NR)

“Art. 39.............................................................

RESOLUTION CVM NO. 220, OF NOVEMBER 11, 2024

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§ 3rd...................................................................
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II – data related to clearing, settlement, and central deposit of securities activities, even if carried out by financial market system operator institutions contracted for this purpose, considering the regime provided for in specific regulation; and
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” (NR)

“Art. 44. Prior authorization from the CVM is required for the acquisition of shares that allows the investor or group of investors acting in concert or representing the same interest to hold direct or indirect participation equal to or greater than 15% (fifteen percent) of the share capital with voting rights of an organized market administrator entity.

§ 1st The following are also considered, for the purposes of calculating the participation percentage provided for in the caput:
I – classes of shares to which plural voting is attributed, if any; II – positions in derivatives that confer economic exposure to assets representing the share capital of the organized market administrator entity, without compensation with positions in derivatives that produce inverse economic effects; III – rights over shares or securities with voting rights of the organized market administrator entity; and IV – any instruments that entail the transfer of economic or political rights to the persons referred to in the caput.

§ 2nd The prior authorization referred to in the caput is also necessary when the percentage established therein is exceeded as a result of the celebration of shareholder agreements, regardless of the moment at which the participants in the agreement became shareholders of the organized market administrator entity.

§ 3rd Even if it has previously obtained the authorization referred to in the caput, the acquirer must, observed the provisions of § 4th, obtain new and specific prior authorization from the CVM to acquire direct or indirect participation that leads it to the condition of controlling shareholder of the organized market administrator entity, in accordance with Law No. 6,404, of December 15, 1976.

§ 4th It is prohibited for the market participant and for other persons acting in concert with it or representing the same interest to exercise direct or indirect share control of the entity administering the market in which it participates.” (NR)

“Art. 45. In the analysis regarding the granting of the authorization referred to in Art. 44, the CVM must consider, at minimum:
I – compliance with the requirements established in this Resolution regarding the controller of an organized market administrator entity; II – the relevance of the organized market for the Brazilian capital market; III – the existence or non-existence of a formal commitment that ensures the maintenance of the organized market in national territory; IV – the offering of satisfactory and equitable conditions for the participation of local investors and the access of participants resident in the Country; V – the history of the acquirer and, if any, of its administrators regarding the observance of the norms governing the capital market; VI – the fact that the acquirer is a market participant administered by the organized market administrator entity, whether individually or as part of a group of persons acting in concert or representing the same interest, even if not all persons in the group are market participants.

§ 1st Without prejudice to the provisions of Art. 44, § 4th, in the event of the hypothesis provided for in Item VI of the caput, the authorization must be conditioned, at minimum, to the implementation, by the organized market administrator entity, of:
I – rules, procedures, and internal controls capable of identifying, preventing, and adequately treating conflicts of interest arising from the market administration activity and those exercised by the participant; II – mechanisms of segregation between the market administration activities and those exercised by the participant, which, without prejudice to the provisions of Art. 28, II, include, at minimum:

RESOLUTION CVM NO. 220, OF NOVEMBER 11, 2024

a) prohibition of the existence of administrators, employees, and relevant agents common to the organized market administrator entity and the participant; b) prohibition of the election of an administrator who has acted as an administrator, employee, or relevant agent of the participant less than 1 (one) year before the start of their activity with the organized market administrator entity; and c) prohibition of hiring relevant service providers that are controlling, controlled, affiliated, or subject to common direct or indirect control of the participant; III – policies aimed at discouraging differentiated treatment of the organized market participant that holds participation in the share capital with voting rights of the respective organized market administrator entity; and IV – restrictions established in the bylaws of the administrator entity for the exercise of the participant’s voting right in deliberations that:
a) imply benefits for the participant not extensible to other participants; b) imply restrictions on rights for other participants to which the participant is not subject; c) modify eligibility requirements for members of the board of directors, the executive board, the committees whose existence is provided for in this Resolution, and the fiscal council; and d) modify the attributions and competencies of the bodies referred to in item “c”.

§ 2nd The rules, procedures, and internal controls referred to in Item I of § 1st must contemplate, at minimum, the establishment of a conflict supervision committee, linked to the board of directors, responsible for:
I – receiving and analyzing complaints of non-equitable treatment between participants by the organized market administrator entity; II – previously authorizing the celebration of contracts between the participant and the organized market administrator entity, except those that relate directly and exclusively to its performance as a participant or its status as a shareholder of the organized market administrator entity; III – periodically reviewing the contracts referred to in Item II; and

RESOLUTION CVM NO. 220, OF NOVEMBER 11, 2024

IV – preparing an annual evaluation report on the functioning and effectiveness of the measures provided for in § 1st, containing recommendations regarding any identified deficiencies.

§ 3rd The conflict supervision committee provided for in Item II of § 2nd must be formed exclusively by members who, in addition to being independent, in accordance with Art. 29, formally assume the commitment not to act as administrators, employees, relevant agents, or service providers of the participant in the 1 (one) year period following the end of their activity with the organized market administrator entity.

§ 4th In order to gather subsidies for its decision regarding the granting or not of the authorization referred to in Art. 44, the CVM may make the authorization request public and establish a period for third parties who wish to do so to manifest themselves regarding the potential impacts on the market.

§ 5th The authorization referred to in the caput must be requested by the participant, with the consent of the organized market administrator entity, to which it falls to implement the measures provided for in § 1st.” (NR)

“Art. 77..............................................................
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§ 3rd It is prohibited to grant participants priority or differentiated access to information about offers and operations carried out in the trading environments or systems.” (NR)

“Art. 78..............................................................
Sole Paragraph. The counter-prestations established by the organized market administrator entity must adhere to the commercial policy published in accordance with item “f” of Item I of Art. 39 and be applied in an isonomic manner to all potential interested parties, any discrimination due to commercial or corporate relationships maintained with the administrator entity being prohibited.” (NR)

“Art. 83..............................................................

RESOLUTION CVM NO. 220, OF NOVEMBER 11, 2024

Sole Paragraph. The admission requirements referred to in this article must observe the principles of equal access, respect for competition, and non-discrimination of participants due to commercial or corporate relationships maintained with the administrator entity. (NR)”

“Art. 86.............................................................
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Sole Paragraph. The organized market administrator entity must transmit the registration and record information to the financial market system operator institutions that provide services to it, with the objective of maintaining a single and updated registry, including observations regarding defaulting investors.” (NR)

“Art. 108. ............................................
III – the protection of data and sensitive information against unauthorized access, leakage, tampering, and unauthorized destruction; III-A – the implementation of barriers that prevent access to data and sensitive information by participants who are relevant shareholders of the administrator entity, in order to avoid conflicts of interest and guarantee impartiality in the treatment of this information; and
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” (NR)

“Art. 116...........................................................
Sole Paragraph. The operations carried out in the stock market must necessarily be cleared and settled by a financial market system operator institution that assumes the position of central counterparty.” (NR)

“Art. 126. ..........................................................
§ 1st....................................................................
III – procedural rules, including regarding preclusion and default and processing deadlines, which cannot exceed 200 (two hundred) business days between the compensation request and the final decision on its merit; IV – bodies responsible for conducting the process and the final decision, as well as the composition of the body responsible for reviewing appeals;

RESOLUTION CVM NO. 220, OF NOVEMBER 11, 2024

V – procedures and deadlines for filing appeals by investors and participants;
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”(NR)

“Subsection III – Supervision
Art. 132. In conducting supervision activities regarding the loss compensation mechanism, the SMI may, among other initiatives:
I – carry out the analysis of formal and material aspects of decisions issued within the scope of the loss compensation mechanism, including those issued by the appellate body; and II – submit to the Collegiate Board, for deliberation and manifestation, a thesis involving an innovative aspect or a decision of broad repercussion addressed within the scope of the loss compensation mechanism and not yet settled.

Sole Paragraph. The review by the Collegiate Board takes place in the abstract, not implying alteration of a decision issued in a concrete case within the MRP.” (NR)

“Art. 142 .............................................
Sole Paragraph. The operations carried out using the forms mentioned in Items I and II of the caput must necessarily be cleared and settled by a financial market system operator institution that assumes the position of central counterparty.” (NR)

“Art. 152. ..........................................................
I – the rules of prior approval for acquiring participation in the share capital mentioned in Arts. 44 and 45, observed the provisions of the sole paragraph of this article;
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§ 1st....................................................................
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II – in the hypothesis of Item VI of Art. 45, the implementation, by the organized over-the-counter market administrator entity, of:
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RESOLUTION CVM NO. 220, OF NOVEMBER 11, 2024

b) mechanisms of segregation between the market administration activities and those exercised by the participant, which, without prejudice to the provisions of Art. 28, II, include, at minimum:

1. prohibition of the existence of administrators, employees, and relevant agents common to the organized market administrator entity and the participant;
2. prohibition of the election of an administrator who has acted as an administrator, employee, or relevant agent of the participant less than 1 (one) year before the start of their activity with the organized market administrator entity; and
3. prohibition of hiring relevant service providers that are controlling, controlled, affiliated, or subject to common direct or indirect control of the participant;
   c) policies aimed at discouraging differentiated treatment of the organized market participant that holds participation in the share capital with voting rights of the respective organized market administrator entity; and d) restrictions established in the bylaws of the administrator entity for the exercise of the participant’s voting right in deliberations that:
4. imply benefits for the participant not extensible to other participants;
5. imply restrictions on rights for other participants to which the participant is not subject;
6. modify eligibility requirements for members of the board of directors, the executive board, the committees whose existence is provided for in this Resolution, and the fiscal council; and
7. modify the attributions and competencies of the bodies referred to in item “c”.

§ 2nd The rules, procedures, and internal controls referred to in item “a” of Item II of § 1st must contemplate, at minimum:
I – the establishment of a conflict supervision committee, linked to the board of directors, responsible for:
a) receiving and analyzing complaints of non-equitable treatment between participants by the organized market administrator entity;

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RESOLUTION CVM NO. 220, OF NOVEMBER 11, 2024

b) previously authorize the execution of contracts between the participant and the organized market operating entity, except those that relate directly and exclusively to its activity as a participant or to its status as a shareholder of the organized market operating entity; c) periodically review the contracts referred to in item 'b'; and d) annually prepare an evaluation report on the functioning and effectiveness of the measures provided for in § 1st, containing recommendations regarding any identified deficiencies.

§ 3rd The conflict supervision committee provided for in item I of § 2nd must be formed exclusively by members who, in addition to being independent, as per art. 29, formally commit to not acting as administrators, employees, relevant proxies, or service providers for the participant during the 1 (one) year period following the end of their tenure with the organized market operating entity.” (NR)

“Art. 158...........................................................
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III – a copy of the contract executed with a financial market system operating institution authorized by the CVM and by the Central Bank of Brazil to provide settlement and clearing services for securities transactions, or, if the applicant intends to exercise the activity:
a) a certificate of the operating authorization granted by the Central Bank of Brazil and indication that it is a financial market system operating institution already authorized by the CVM; or ......................................................................“ (NR)

“Art. 180. ..........................................................
I – materially significant changes to the trading rules referred to in arts. 77, 95, 119, 120, 145, 146, 147, and 148; II – materially significant changes to the special trading procedures referred to in item IV of art. 120 and arts. 121 and 122;

RESOLUTION CVM NO. 220, OF NOVEMBER 11, 2024

III – materially significant changes to the rules and procedures regarding the functioning of the loss reimbursement mechanism referred to in art. 126; IV – materially significant changes to the rules and procedures applicable to the listing of issuers referred to in item III of art. 15; V – materially significant changes to the registration rules referred to in arts. 149 and 150; VI – changes to the procedures referred to in the sole paragraph of article 89, and to the interoperability mechanisms mentioned in art. 151; VII – materially significant changes to the requirements for admission of participants referred to in arts. 83 and 84; VIII – changes to the corporate bylaws regarding the duties and responsibilities of the bodies mentioned in art. 20; IX – materially significant changes to the corporate bylaws regarding the content of art. 21; X – materially significant changes to the procedural regulations referred to in item IV of art. 68 and item I of art. 70; and XI – the annual work plan of self-regulation referred to in item IV of art. 70.

§ 1st Also subject to prior CVM approval are additions or exclusions to the list of categories of securities that are subject to trading or registration.

§ 2nd Acts that affect the documents mentioned in the items of the caput and that do not require prior authorization must be notified to the CVM at least 30 (thirty) days in advance of their entry into force, a period during which the CVM may convert the notification into a request for authorization.

§ 3rd The provisions of art. 181 apply to the prior notifications referred to in § 2nd of this article.

§ 4th For the purposes of this article, a materially significant change is considered any modification, addition, or exclusion in structures, policies, rules, procedures, mechanisms, and acts that have the potential to exert a relevant impact on the functioning of the organized market operating entity, or on the organized markets administered by it, with the materiality of the change to be evaluated in each case, taking into consideration, among other factors, the number of affected agents and the intensity of the efforts necessary for adaptation.” (NR)

“Art. 184. ..........................................................
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II – significantly alter their internal organization and the duties of their bodies; ...........................................................................” (NR)

Art. 4th The Normative Annex I to CVM Resolution No. 135, of June 10, 2022, published in the DOU on June 13, 2022, shall enter into force with the following wording:

“Art. 2nd.............................................................
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II – self-regulatory entity: comprises organized market operating entities and financial market system operating institutions; III – financial market system operating institution: entity that performs, cumulatively or separately, the processing and settlement of transactions, as well as the centralized registration and deposit of securities; and .......................................................................... “ (NR)

“Art. 8th Financial market system operating institutions must execute agreements among themselves so that opposing positions maintained by the same investor through the same participant can be used as collateral, observing the provisions in their regulations. .......................................................................... “ (NR)

Art. 5th The Normative Annex II to CVM Resolution No. 135, of June 10, 2022, published in the DOU on June 13, 2022, shall enter into force with the following wording:

“Art. 2nd It is the responsibility of the CVM to approve the model of derivative contracts admitted to trading in a securities organized market, as well as their materially significant changes.

RESOLUTION CVM NO. 220, OF NOVEMBER 11, 2024

§ 1st For the purposes of this article, a materially significant change is considered any modification, addition, or exclusion in the terms of the derivative contracts referred to in the caput that have the potential to exert a substantial impact on pricing or the form of trading of the contracts, with the materiality of the change to be evaluated in each case.

§ 2nd The start of trading of a derivative contract in a securities organized market depends on the prior approval of the contract model, or its alteration, by the CVM.” (NR)

Art. 6th The following provisions are revoked:
I – subitem 1.4.5 of item IV of art. 4th of Annex I to CVM Resolution No. 24, of March 5, 2021, published in the DOU on March 8, 2021; II – item 'k' of item II of art. 5th of Annex I to CVM Resolution No. 24, of March 5, 2021, published in the DOU on March 8, 2021; III – item VII of art. 6th of Annex I to CVM Resolution No. 24, of March 5, 2021, published in the DOU on March 8, 2021; IV – item VII of art. 39th of Annex I to CVM Resolution No. 24, of March 5, 2021, published in the DOU on March 8, 2021; V – item VI of art. 41st of Annex I to CVM Resolution No. 24, of March 5, 2021, published in the DOU on March 8, 2021; VI – art. 42-A of Annex I to CVM Resolution No. 24, of March 5, 2021, published in the DOU on March 8, 2021; VII – arts. 133 to 135 of CVM Resolution No. 135, of June 10, 2022, published in the DOU on June 13, 2022; and VIII – item I of § 1st of art. 152nd of CVM Resolution No. 135, of June 10, 2022, published in the DOU on June 13, 2022.

RESOLUTION CVM NO. 220, OF NOVEMBER 11, 2024

Art. 7th This Resolution enters into force on January 2, 2025.

§ 1st Requests for prior approval or authorization already filed with the CVM on the date of entry into force of this Resolution are governed by the rules in effect at the time of the filing of the request.

§ 2nd reimbursement requests already submitted to the loss reimbursement mechanism on the date of entry into force of this Resolution are governed by the rules in effect at the time of the submission of the request, including regarding the possibility of filing an appeal to the CVM.

Electronically signed by
JOÃO PEDRO BARROSO DO NASCIMENTO
President