CVM Resolution No. 9 of October 27, 2020, with amendments introduced by CVM Resolution No. 185/23

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION 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

CVM RESOLUTION NO. 9, OF OCTOBER 27, 2020 WITH THE AMENDMENTS INTRODUCED BY CVM RESOLUTION NO. 185/23.

Provides for the activity of credit risk rating within the scope of the securities market.

THE PRESIDENT OF THE COMMISSION OF SECURITIES AND EXCHANGE COMMISSION – CVM makes public that the Collegiate Body, in a meeting held on this date, in view of the provisions of Art. 5 and 14 of Decree No. 10.139, of November 28, 2019, based on Arts. 8, I, and 27 of Law No. 6.385, of December 7, 1976, APPROVED the following Resolution:

CHAPTER I – DEFINITIONS
Art. 1. For the purposes of this Resolution, the following are considered:
I – credit rating agency: a legal entity registered or recognized by the CVM that professionally exercises the activity of credit risk rating within the scope of the securities market; and II – credit risk rating: the activity of opining on the credit quality of an issuer of participation or debt securities, of a structured transaction, or any financial asset issued in the securities market. Sole Paragraph. This Resolution applies only to credit risk ratings intended for publication, dissemination, or distribution to third parties, even if restricted to clients.

CHAPTER II – AUTHORIZATION FOR THE EXERCISE OF THE ACTIVITY
Art. 2. Credit risk rating within the scope of the securities market is the exclusive activity of a credit rating agency registered, in the case of an agency domiciled in Brazil, or recognized, in the case of an agency domiciled abroad, by the CVM.

Section I – Requirements for Registration
Art. 3. For the purposes of obtaining and maintaining registration with the CVM, the credit rating agency must meet the following requirements:
I – be domiciled in Brazil;
II – include the activity of credit risk rating in its corporate purpose and be regularly constituted and registered in the National Registry of Legal Entities - CNPJ; III – assign responsibility for its activities and for compliance with the standards established by this Resolution to an administrator, who possesses all necessary powers to represent the agency; IV – assign responsibility for supervising compliance with rules, internal procedures and controls and this Resolution to an administrator distinct from the one mentioned in item III, who possesses all necessary powers to exercise his function; and V – constitute and maintain adequate human and technological resources for its size and area of operation.

§ 1. In the case of credit rating agencies that are part of a conglomerate operating in other jurisdictions, the person responsible for supervising compliance with rules, internal procedures and controls and this Resolution, provided for in item IV of the caput, may be domiciled abroad, provided that:
I – he is an administrator linked to the credit rating agency domiciled abroad that is a related party to the credit rating agency domiciled in Brazil; and II – he maintains a representative in the country who is an administrator linked to the agency domiciled in Brazil, with powers to receive any citations, summonses or notifications against him, based on the provisions of this Resolution.

§ 2. The technological resources provided for in item V of the caput must:
I – be protected against tampering; and
II – maintain records that allow for audits and inspections.

Art. 4. The registration request must be sent to the Superintendence of Relations with Institutional Investors - SIN and be accompanied by the documents identified in Annex A. § 1. The SIN has 45 (forty-five) business days to analyze the request, counted from the date of filing, provided that the request is accompanied by all documents necessary for the granting of the authorization. § 2. If any of the documents necessary for the granting of the authorization are not filed with the registration request, the period referred to in the caput will be counted from the date of filing of the last document that completes the instruction of the authorization request. § 3. The period referred to in the caput may be interrupted only once, if the SIN requests additional information or documents from the applicant. § 4. The applicant has 20 (twenty) business days to comply with the requirements formulated by the SIN. § 5. The period for compliance with the requirements may be extended, only once, by 10 (ten) business days, upon prior and reasoned request made by the applicant to the SIN. § 6. The SIN has 30 (thirty) business days to manifest regarding the compliance with the requirements and the approval of the request, counted from the date of filing of the documents and information delivered to comply with the requirements. § 7. If the requirements have not been met, the SIN, within the period established in § 6, will send a letter to the applicant indicating the requirements that were not considered met. § 8. Within 10 (ten) business days counted from the receipt of the letter referred to in § 7 or within the remainder of the period for the end of the period referred to in § 4, whichever is longer, the applicant may comply with the requirements that were not considered met. § 9. The SIN has 30 (thirty) business days to manifest regarding the compliance with the requirements and the approval of the registration request, counted from the date of filing of the documents and information delivered to comply with the requirements in response to the letter mentioned in § 7. § 10. Non-compliance with the periods mentioned in §§ 4, 5 and 8 implies automatic denial of the authorization request. § 11. The absence of manifestation by the SIN within the periods mentioned in the caput, §§ 6 and 9 implies automatic approval of the authorization request.

Art. 4. The registration request must be sent to the Superintendence of Supervision of Securitization - SSE and be accompanied by the documents identified in Annex A. § 1. The SSE has up to 10 (ten) days to indicate to the participant the absence of any document provided for in Annex A. § 2. The SSE has 30 (thirty) days to analyze the request, counted from the date of filing, provided that the request is accompanied by all documents necessary for the granting of the authorization. § 3. If any of the documents necessary for the granting of the authorization are not filed with the registration request, the period referred to in the caput will be counted from the date of filing of the last document that completes the instruction of the authorization request. § 4. The period referred to in the caput may be interrupted only once, if the SSE requests additional information or documents from the applicant. § 5. The applicant has 20 (twenty) days to comply with the requirements formulated by the SSE. § 6. The period for compliance with the requirements may be extended, only once, by 10 (ten) days, upon prior and reasoned request made by the applicant to the SSE. § 7. The SSE has 20 (twenty) days to manifest regarding the compliance with the requirements and the approval of the request, counted from the date of filing of the documents and information delivered to comply with the requirements. § 8. If the requirements have not been met, the SSE, within the period established in § 7, will send a letter to the applicant indicating the requirements that were not considered met. § 9. Within 10 (ten) days counted from the receipt of the letter referred to in § 8 or within the remainder of the period for the end of the period referred to in § 5, whichever is longer, the applicant may comply with the requirements that were not considered met. § 10. The SSE has 10 (ten) days to manifest regarding the compliance with the requirements and the approval of the registration request, counted from the date of filing of the documents and information delivered to comply with the requirements in response to the letter mentioned in § 8. § 11. Non-compliance with the periods mentioned in §§ 5, 6 and 9 implies automatic denial of the authorization request.

• Art. 4. with wording given by CVM Resolution No. 185, of July 12, 2023.
  § 12. The absence of manifestation by the SSE within the periods mentioned in the caput, §§ 7 and 10 implies automatic approval of the authorization request.
• § 12 included by CVM Resolution No. 185, of July 12, 2023.

Section II – Requirements for Recognition
Art. 5. For the purposes of obtaining and maintaining recognition by the CVM, the credit rating agency not domiciled in Brazil must meet the following requirements:
I – be registered and subject to supervision by a competent authority in its country of origin; II – be regulated by standards at least equivalent to the provisions of this Resolution; and III – constitute a legal representative in Brazil, with express powers to receive, on behalf of the credit rating agency, any citations, summonses or notifications.

§ 1. For the purposes of item I of the caput, competent authority is considered that with which the CVM has signed a mutual cooperation agreement that allows the exchange of information about its supervised entities, or that is a signatory of the multilateral memorandum of understanding of the International Organization of Securities Commissions - IOSCO.

§ 2. The provisions of Art. 4 apply to credit rating agencies not domiciled in Brazil that intend to be recognized by the CVM.

Art. 6. The credit rating agency registered with the CVM may validate credit risk ratings issued abroad by related parties, provided that:
I – such ratings are intended for the securities market; and II – the requirements provided for in items I and II of Art. 5 are met.

CHAPTER III – CANCELLATION OF AUTHORIZATION
Section I – Cancellation Ex Officio
Art. 7. The SSE must cancel the authorization of the credit rating agency, in the following cases:

• Caput of Art. 7. with wording given by CVM Resolution No. 185, of July 12, 2023.
  I – extinction of the credit rating agency;
  II – if the falsity of the documents or information presented for the obtaining of the registration is found; or III – if, due to a supervening fact duly proven, it becomes evident that the credit rating agency no longer meets the minimum requirements and conditions for the exercise of the rating activity.

§ 1. The SSE will previously communicate to the credit rating agency the decision to cancel its authorization, in accordance with items II and III of the caput, granting it a period of 10 (ten) business days, counted from the date of receipt of the communication, to present its reasons for defense or regularize its registration.

• § 1. with wording given by CVM Resolution No. 185, of July 12, 2023.

§ 2. From the decision of cancellation provided for in items II and III of the caput, an appeal may be filed to the CVM, with suspensive effect, in accordance with the current regulations.

Art. 8. Credit risk ratings issued by agencies with cancelled authorization may be used in the securities market for up to:
I – 10 (ten) business days, if there is a credit risk rating of the same financial asset or evaluated entity prepared by another credit rating agency; or II – 3 (three) months, if there is no credit risk rating of the same financial asset or evaluated entity prepared by another credit rating agency.

Section II – Voluntary Cancellation
Art. 9. The request for cancellation of the authorization of a credit rating agency must be requested to the SSE.

• Caput of Art. 9. with wording given by CVM Resolution No. 185, of July 12, 2023.

§ 1. 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 of risk rating within the scope of the securities market, having discontinued the monitoring of all risk ratings issued.

§ 2. The SSE has 20 (twenty) business days, counted from the filing, to approve or deny the cancellation request.

• § 2. with wording given by CVM Resolution No. 185, of July 12, 2023.

§ 3. The period referred to in § 2 may be interrupted only once, if the SSE requests additional information or documents from the applicant, with a new period starting to run from the compliance with the requirements.

• § 3. with wording given by CVM Resolution No. 185, of July 12, 2023.

§ 4. The applicant has 20 (twenty) business days to comply with the requirements formulated by the SSE.

• § 4. with wording given by CVM Resolution No. 185, of July 12, 2023.

§ 5. Non-compliance with the period mentioned in § 4 implies automatic denial of the cancellation request of the applicant's authorization.

§ 6. The absence of manifestation by the SSE within the period mentioned in § 2 implies automatic approval of the cancellation request of the applicant's authorization.

• § 6. with wording given by CVM Resolution No. 185, of July 12, 2023.

CHAPTER IV – PROVISION OF INFORMATION
Section I – General Rules
Art. 10. The credit rating agency must take measures to avoid the issuance of any credit risk rating that:
I – contains false statements; or
II – induces the user to error regarding the credit situation of an issuer or a financial asset.

§ 1. The information disseminated by the credit rating agency must be written in simple, clear, objective and concise language.

§ 2. The credit rating agency must adopt, implement and enforce written procedures that ensure that the opinions it disseminates are based on a detailed analysis of all information that is known to the agency and relevant to its analysis, in accordance with its risk rating methodology.

Art. 11. The SSE may determine that the information provided for in this Resolution be presented electronically or through the CVM's page on the worldwide computer network, according to the database structure and programs provided by the CVM.

• Art. 11. with wording given by CVM Resolution No. 185, of July 12, 2023.

Art. 12. The credit rating agency must maintain a page on the worldwide computer network with the following information:
I – reference form;
II – code of conduct;
III – description of the rules, procedures and internal control mechanisms, developed for compliance with this Resolution; IV – updated methodologies; V – cross-reference table between credit risk ratings on the national and global scales; VI – credit risk rating reports that it has prepared and their updates; and VII – preliminary opinions of the agency on the credit risk ratings that are not used by the issuer at the time of the operation's disclosure, even if the agency has not been contracted definitively.

Sole Paragraph. The preliminary opinions provided for in item VII of the caput must be disseminated, immediately after the disclosure of the operation, by the agency on its page on the worldwide computer network.

Section II – Periodic Information
Art. 13. The credit rating agency must send to the CVM, by March 31 of each year, through an electronic system available on the CVM's page on the worldwide computer network, a reference form, the content of which must reflect Annex B.

Sole Paragraph. The credit rating agency must update the corresponding fields of the reference form within 7 (seven) business days counted from the substitution of the administrator responsible for the agency with the CVM or of the administrator responsible for supervising compliance with rules, procedures and internal controls and this Resolution.

Section III – Eventual Information
Art. 14. The credit rating agency must send to the CVM, through an electronic system available on the CVM's page on the worldwide computer network, the following eventual information:
I – relevant changes in the methodologies, procedures and criteria used for the preparation of the risk rating, as well as new methodologies, within 7 (seven) business days counted from their approval; II – decision to discontinue monitoring of the risk rating, on the date of the decision; and III – preliminary opinions provided for in item VII of Art. 12, within the period provided for in the sole paragraph of Art. 12.

Section IV – Risk Classification Report
Art. 15. Credit risk rating reports must be prepared in strict observance of the procedures and methodologies adopted by the agency.

Art. 16. The risk classification report must evidence:
I – the designation of the credit risk analyst responsible for preparing the report and the person responsible for approving the assigned grade or the members of the credit risk rating committee, if applicable; II – the relevant information sources used in the preparation of the risk rating; III – the main elements that underpinned the credit risk rating; IV – the methodology used to determine the risk rating; V – the date on which the risk rating was first issued and the last time it was updated; VI – the update frequency; VII – the attributes and eventual limitations of the issued rating, regarding the extent, quality and veracity of existing historical documents and data; VIII – whether the agency is evaluating the type of financial asset for the first time; IX – whether the risk rating was communicated to the evaluated entity or related parties and if, as a result of this fact, the assigned grade was altered before the issuance of the report; X – other services provided to the evaluated entity in the last 12 months; XI – services provided to the evaluated entity by related parties to the credit rating agency, in the last 12 months; and XII – situations that evidence potential conflicts of interest.

§ 1. In the case of a risk rating that was not contracted by the evaluated entity or related parties, this fact must be highlighted in the report.

§ 2. Examples of situations that evidence potential conflicts of interest, regarding the specific risk rating:

COMISSÃO DE VALORES MOBILIÁRIOS
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 I – if the evaluated entity or a related party is responsible for more than 5% of the annual revenue of the agency; II – if the agency, the credit rating analysts or other persons involved in the process of issuing a specific credit rating, their spouses, dependents or partners, have, directly or indirectly, relevant financial and commercial interests in relation to the evaluated entity; and III – if the credit rating analysts or other persons involved in the process of issuing a specific credit rating have a link with a natural person who works for the evaluated entity or a related party. § 3rd The conclusions of the analysis may be anticipated to the market through the disclosure of a brief statement, provided that the credit rating report is disclosed within a maximum period of 7 (seven) business days after the disclosure of the statement. Art. 17. The credit rating report for structured financial products must also highlight:
I – information on the analysis carried out, or on which it is based, regarding default and cash flows, as well as the indication of possible modifications in the credit rating; and II – the level of assessment that the agency carried out regarding the due diligence processes of structured financial products or other underlying assets of structured financial products. § 1st Examples of structured financial products are:
I – shares of investment funds in credit rights - FIDC and their share funds - FICFIDC; II – shares of investment funds in credit rights within the framework of the Program for Incentive to the Implementation of Projects of Social Interest - FIDC-PIPS; III – shares of investment funds in non-standardized credit rights - FIDC-NP and their share funds - FICFIDC-NP; IV – real estate receivables certificates - CRI; V – agribusiness receivables certificates - CRA; and

COMISSÃO DE VALORES MOBILIÁRIOS
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 VI – debentures whose payment of principal and interest arises from the financial flow resulting from the assignment of credit rights. § 2nd In the case of item II of the main text, the credit rating agency must disclose whether it conducted any assessment of the due diligence processes or if it used the assessment of third parties, indicating how the result of the assessment affects the credit rating. Art. 18. The credit rating agency must make the differentiation, from the use of symbols, between ratings issued for structured financial products and those intended for other financial assets.
CHAPTER V – CODE OF CONDUCT RULES
Section I – General Rules
Art. 19. The credit rating agency must:
I – exercise its activities with probity, good faith and professional ethics; II – communicate to the CVM, as soon as it becomes aware, conduct by analysts and other persons involved in the process of issuing a credit rating that may indicate a violation of the norms issued by the CVM; III – in the event of a conflict of interest, inform the applicant that it is acting in a conflict of interest and what the sources of this conflict are, before issuing the credit rating; IV – review all relevant work of the credit rating analyst in the 2 (two) years prior to their departure from the ranks of employees of the credit rating agency, if they have gone to work for evaluated entities or parties related to them; and V – draw up a code of conduct. Art. 20. The code of conduct of the credit rating agency must provide, at a minimum, on:
I – the adoption of procedures that ensure the quality of the rating issuance process; II – the commitment to seek honest and reliable information to be used in the preparation of its credit ratings;

COMISSÃO DE VALORES MOBILIÁRIOS
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 III – the monitoring and updating of credit ratings, except for those with a clear indication that there is no continuous monitoring, including:
a) regular review of the credit situation of the evaluated entity; b) review of the credit rating after becoming aware of any information that may result in an action by the agency, according to the applicable methodology; and c) updating of the rating, as appropriate, in a timely manner, based on the results of the reviews described in items “a” and “b”; IV – the independence of the agency, the credit rating analysts and the other persons involved in the rating issuance process, including regarding remuneration and activity segregation policies; V – the adoption of mechanisms for identifying, eliminating, managing and disclosing situations of conflict of interest in the exercise of the credit rating activity; VI – the treatment of confidential information; VII – the policy for negotiating the terms of the contract with the evaluated entities; and VIII – the adoption of a securities trading policy by credit rating analysts and other persons involved in the issuance of the credit rating. Sole paragraph. The agency's code of conduct must observe the Principles of the Code of Conduct for Credit Rating Agencies of the International Organization of Securities Commissions - IOSCO (Code of Conduct Fundamentals for Credit Rating Agencies of the International Organization of Securities Commissions - IOSCO). Art. 21. Analysts and other persons involved in the issuance of the credit rating must not:
I – request or accept money, gifts or favors from anyone who has commercial relations with the credit rating agency; and II – omit from the administrator responsible for supervising compliance with rules, procedures and internal controls and this Resolution any information about any irregularities committed by other persons involved in the process of issuing a credit rating.

COMISSÃO DE VALORES MOBILIÁRIOS
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
Section II – Prohibitions
Art. 22. It is prohibited for the credit rating agency:
I – issue ratings with the purpose of obtaining, for itself or for others, undue advantage; II – omit information about conflict of interest; III – allow credit rating analysts or other persons involved in the rating issuance process to participate in the process of negotiating the terms of hiring the service; IV – condition the remuneration and performance evaluation of credit rating analysts and other persons involved in the rating issuance process on revenue from an evaluated entity or a related party; V – provide consulting services or any other services to the evaluated entity or a related party that may compromise the independence of the agency's work; VI – make proposals or recommendations, formally or informally, regarding financial assets on which the agency must issue a rating; and VII – issue or continue to monitor the credit rating, if:
a) the agency holds, directly or indirectly, financial assets of the evaluated entity or a related party; b) the evaluated entity or a related party is part of the control block, directly or indirectly, of the credit rating agency; c) analysts or other persons involved in the rating issuance process hold, directly or indirectly, financial assets of an entity they evaluated or a related party; d) analysts or other persons involved in the rating issuance process are members of the board of directors or have some power of interference over the evaluated entity;

COMISSÃO DE VALORES MOBILIÁRIOS
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 e) analysts or other persons involved in the rating issuance process have maintained any relationship with the evaluated entity or a related party that may cause a conflict of interest; or f) there are no reliable data or the complexity of the structure of the new type of financial asset may jeopardize the quality of the credit rating to be issued. § 1st The provision in item “a” of item VII does not apply to transactions with investment fund shares, except if:
I – the agency 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 credit rating produced by the agency. § 2nd The provision in item “c” of item VII does not apply to transactions with investment fund shares, except if:
I – analysts or other persons involved in the issuance of the credit rating can influence, directly or indirectly, the administration or management of the fund; or II – the fund concentrates its investments in sectors or entities they evaluated. Art. 23. It is prohibited for credit rating analysts and other persons involved in the issuance of the credit rating to participate or influence in any way the credit rating of the evaluated entity if:
I – they hold, directly or indirectly, financial assets of the evaluated entity or a related party, applying the provisions of § 2nd of art. 22; and II – they have maintained any relationship with the evaluated entity or a related party that may cause a conflict of interest.
CHAPTER VI – RULES, PROCEDURES AND INTERNAL CONTROLS
Section I – General Rules
Art. 24. The credit rating agency must implement rules, procedures and internal controls that enable permanent compliance with current norms and regulations, regarding its own credit rating activity and the applicable ethical and professional standards. § 1st The agency must draw up written manuals to ensure the implementation of the provisions of the main text. § 2nd The agency must adopt an operational structure compatible to promote the effective compliance with the provisions of the main text. Art. 25. The credit rating agency must organize its activities in such a way as to:
I – ensure that credit rating analysts and other persons involved in the rating issuance process perform their function with independence; II – have control over the confidential information to which its administrators, credit rating analysts and other persons involved in the rating issuance process have access; III – punish violations of the code of conduct; IV – identify any conflicts of interest that may affect the impartiality of credit rating analysts and other persons involved in the rating issuance process and the notes attributed by them, eliminate or manage them, as appropriate, and disclose; V – disclose any rotation of credit rating analysts, if adopted by the agency; VI – implement training programs for credit rating analysts and other persons involved in the rating issuance process, in order to give full effect to the rules provided for in art. 24; and VII – ensure that employees who provide information about any irregularities committed by other persons will not suffer negative consequences as a result of this attitude. Art. 26. The administrator responsible for supervising compliance with rules, procedures and internal controls and this Resolution must:
I – exercise their function with independence; and II – send to the management bodies of the credit rating agency, by March 31 of each year, a report relating to the exercise ended on December 31, containing:
a) the conclusions of the examinations carried out;

COMISSÃO DE VALORES MOBILIÁRIOS
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 b) recommendations regarding any deficiencies, with the establishment of remediation schedules, if applicable; and c) the statement of the administrator responsible for the agency regarding the deficiencies found in previous inspections and the measures planned, according to a specific schedule, or effectively adopted to remedy them. § 1st The administrator mentioned in the main text cannot act in functions related to the issuance of the credit rating and any commercial activity. § 2nd The report referred to in item II of the main text must be available to the CVM at the headquarters of the credit rating agency.
Section II – Remuneration Policy
Art. 27. The credit rating agency must draw up and disclose a remuneration policy, highlighting, at a minimum:
I – method of performance evaluation of credit rating analysts and other persons involved in the issuance of credit rating and the rating committee, if any; II – remuneration model for the administrator responsible for the agency and the administrator responsible for supervising compliance with rules, procedures and internal controls and this Resolution; and III – periodicity of review of the agency's remuneration policy. Sole paragraph. The remuneration of the administrator responsible for supervising compliance with rules, procedures and internal controls and this Resolution cannot be associated with the commercial performance of the agency.
Section III – Segregation of Activities
Art. 28. The credit rating agency must ensure adequate segregation between rating activities and other activities carried out by the agency or by related parties, adopting operational procedures aimed at:
I – physical segregation of facilities between areas responsible for different activities provided regarding the securities market;

COMISSÃO DE VALORES MOBILIÁRIOS
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 II – the good use of facilities, equipment and files common to more than one sector of the agency; III – the preservation of confidential information by administrators, credit rating analysts and other persons involved in the rating issuance process; 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. § 1st Outsourcing of operational functions cannot be done if it prejudices:
I – substantially the quality of the internal controls of the credit rating agency; or II – the supervision of compliance with the obligations arising from this Resolution. § 2nd The provision in item IV of art. 25 also applies to service providers subcontracted by the credit rating agency.
Section IV – Methodologies
Art. 29. The rating agency must:
I – adopt rigorous, systematic methodologies and, whenever possible, that generate credit ratings capable of objective verification; and II – review, at least annually, methodologies and models adopted by it. Sole paragraph. The review function provided for in item II of the main text must be independent of the function related to the issuance of the credit rating, reporting directly to the agency's management bodies. Art. 30. If there are significant changes in the methodologies and procedures used for the preparation of the credit rating, the agency must:
I – immediately disclose, in the media it has used to disclose the credit rating, the probable list of credit ratings affected; and II – proceed to the review of the affected credit ratings as soon as possible, within a maximum period of 6 (six) months from the alteration. Sole paragraph. In the case of item II of the main text, the agency must immediately highlight that those credit ratings are under observation.

COMISSÃO DE VALORES MOBILIÁRIOS
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
Section V – Information on Performance
Art. 31. The credit rating agency must draw up a document, based on the performance history of the ratings carried out since 2002 by the agency, by segment, in order to highlight:
I – initial credit ratings, and the transitions occurred for each rating, within a period of 1 (one) and 3 (three) years (credit rating transition matrix); and II – the default rate relative to the issuer, structured operation, financial obligation or any other financial asset classified with a certain rating within a period of 1 (one) and 3 (three) years (default rate matrix). Sole paragraph. The credit rating agency that is part of a conglomerate with operations in other jurisdictions must also present the matrices with information from the global market.
CHAPTER VII – ARCHIVE MAINTENANCE
Art. 32. The credit rating agency must maintain, for a minimum period of 5 (five) years, or for a longer period by express determination of the CVM, in the event of an administrative process, all documents and information required by this Resolution, as well as all correspondence, internal and external, all working papers, reports and opinions related to the exercise of its activities. Sole paragraph. The documents and information referred to in the main text may be stored in physical or electronic media, allowing the replacement of documents by their digitized images.
CHAPTER VIII – PENALTIES AND COMMINATORY FINE
Art. 33. A serious violation, for the purposes of the provisions of § 3rd of art. 11 of Law No. 6.385, of 1976, is the violation of the norms contained in arts. 10, 15, 19, 20, 22, 25, 28, 29, 31 and 32. Art. 34. The credit rating agency is subject to the daily fine provided for in the specific norm dealing with commutatory 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.

COMISSÃO DE VALORES MOBILIÁRIOS
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
CHAPTER IX – FINAL AND TRANSITIONAL PROVISIONS
Art. 35. The same restrictions and prohibitions imposed by this Resolution apply, where applicable, to applicants for ratings that are distinct from the evaluated entities. Art. 36. The provisions of this Resolution do not imply any type of interference or influence on the content of the credit ratings or the methodologies. Art. 37. CVM Instruction No. 521, of April 25, 2012, is hereby revoked. Art. 38. This Resolution enters into force on December 1, 2020. Signed electronically by MARCELO BARBOSA President

COMISSÃO DE VALORES MOBILIÁRIOS
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
ANNEX A TO CVM RESOLUTION NO. 9, OF OCTOBER 27, 2020
Documents for the Authorization Request File
Art.1° The authorization request must be accompanied by the following documents:
I – application signed by the administrator responsible for the agency's activities; II – 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; III – copy of the norms to which the credit rating agency to be recognized by the CVM is subject in its country of origin; IV – registration information provided for in the norm that deals with the registry of participants in the securities market; V – reference form contained in Annex B of this Resolution duly filled out and updated until the last business day of the month prior to the protocol of the authorization request at the CVM; VI – code of conduct; VII – description of the agency's internal control mechanisms; and VIII – financial statements accompanied by an independent auditor's report, if any.

COMMISSION OF SECURITIES AND EXCHANGE
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

ANNEX B TO CVM RESOLUTION NO. 9, OF OCTOBER 27, 2020
Content of the Reference Form
(information provided based on the fiscal year ended on December 31 or on positions held on this date, as applicable)

1. Identification of persons responsible for the content of the form
   1.1 Declaration by the administrator responsible for the agency and by the administrator responsible for supervising compliance with rules, procedures, and internal controls and this Resolution, attesting that:
   a. they have reviewed the reference 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 agency

2. History of the credit rating agency
   2.1 Brief history regarding the establishment of the company
   2.2 Describe the main corporate events, such as incorporations, mergers, spin-offs, alienations, and acquisitions of corporate control, through which the agency has passed in the last 3 (three) years

3. Human Resources
   3.1 Describe the human resources of the agency, providing the following information:
   a. number of credit risk rating analysts (discriminate between junior and senior analysts) b. number of other employees (by groups based on the activity performed)

4. Scope of Activities
   4.1 Briefly describe the activities developed
   4.2 Regarding each operational segment, indicate the following information:
   a. products and services marketed b. percentage of the agency's net revenue derived from each segment
   c. the quantity of issuers, structured operations, financial obligations, or other financial assets classified by the agency, by segment
   4.3 Identify the entities evaluated or parties related to them that are responsible for more than 5% (five percent) of the agency's annual net revenue, informing the total amount of revenues generated for the agency

5. Economic Group
   5.1 Describe the economic group in which the agency is included, indicating:
   a. direct and indirect controllers b. controlled and affiliated companies
   c. the agency's participations in group companies
   d. participations of group companies in the agency e. companies under common control
   5.2 If the agency wishes, include an organizational chart of the economic group in which it is included, provided it is compatible with the information presented in item 5.1.

6. Operational and Administrative Structure
   6.1 Describe the administrative structure of the agency, as established in its contract or articles of association and internal regulations, identifying:
   a. responsibilities of each body and committee b. regarding administrators, their responsibilities and individual powers
   c. information on the prerequisites for holding the position of credit risk rating analyst
   d. information on the minimum qualification required of its credit risk rating analysts and other people involved in the process of issuing the risk rating, distinguishing between junior, mid-level, and senior, if applicable, including:
   i. academic background
   ii. professional experience
   6.2 Regarding the administrator responsible for the agency, provide:
   a. name b. age
   c. profession
   d. CPF (Individual Taxpayer Registry) e. other positions or functions held in the agency f. curriculum, containing the following information:
   i. main professional experiences during the last 5 years, indicating:

• name of the company
• position and functions inherent to the position
• main activity of the company in which such experiences occurred

7. Rules, Procedures, and Internal Controls
   7.1 Describe the services performed, indicating the supervision and monitoring policies of the activities developed
   7.2 Inform the quantity of professionals involved in the process of supervising compliance with rules, procedures, and internal controls and this Resolution
   7.3 Describe the technological structure to ensure supervision of compliance with rules, procedures, and internal controls and this Resolution
   7.4 Regarding the administrator responsible for supervising compliance with rules, procedures, and internal controls and this Resolution, indicate:
   a. name b. age
   c. profession
   d. CPF (Individual Taxpayer Registry) e. other positions or functions held in the agency f. curriculum, containing the following information:
   i. main professional experiences during the last 5 years, indicating:

• name of the company
• position and functions inherent to the position
• main activity of the company in which such experiences occurred
  7.5 Describe the internal control policy, identifying:
  a. mechanisms for controlling confidential information b. file maintenance procedures
  c. analyst rotation procedure, if applicable
  d. policy on the disclosure of unsolicited risk ratings e. policy on segregation of activities f. training program for credit risk rating analysts and other people involved in the process of issuing the risk rating

8. Remuneration
   8.1 Describe the performance evaluation method for credit risk rating analysts and other people involved in the issuance of risk ratings and the risk rating committee
   8.2 Describe the remuneration model for the administrator responsible for the agency and for the administrator responsible for supervising compliance with rules, procedures, and internal controls and this Resolution
   8.3 Inform the periodicity of the review of the agency's remuneration policy
   8.4 Provide other information about remuneration policy that the agency deems relevant

9. Conflicts of Interest
   9.1 Describe the rules and policies for managing conflicts of interest, indicating:
   a. practices that the credit rating agency considers as conflicting b. rules for identifying and managing conflicts of interest
   c. procedure for professional follow-up of the former credit risk rating analyst who participated in the process of issuing or approving a risk rating, indicating the measures for reviewing the ratings
   d. prohibitions
   9.2 Provide other information that the agency deems relevant

10. Risk Rating
    10.1 Procedures and Methodologies
    10.1.1 Describe the procedures and methodology used for assigning the risk rating, indicating:
    a. criteria, methods, and symbolism adopted b. relationship with the entities evaluated or parties related to them; and weight attributed to the information provided by them
    c. process for elaborating, approving, and publishing the risk rating
    d. process for monitoring, reviewing, and updating the risk rating e. hypotheses for refusing to issue a risk rating, suspending, or withdrawing the issued rating f. procedure adopted for elaborating unsolicited risk ratings

11. Describe any updates to the agency's code of conduct

12. Credit Risk Rating Transition Matrix
    12.1 Inform, based on the performance history of the ratings carried out since 2002 by the agency, the initial ratings, the transitions that occurred for each rating within a period of 1 (one) and 3 (three) years. The history must be presented separately for each of the following segments:
    a. financial institutions b. insurance and reinsurance companies
    c. other evaluated entities
    d. securities e. securitization products f. public finance
    12.2 Insert a credit risk rating transition matrix, based on the performance history of the ratings carried out by the agency, in the global market, if applicable.

13. Default Rate Matrix
    13.1 Inform the default rate relative to an issuer, a structured operation, a financial obligation, or any other financial asset within a period of 1 (one) and 3 (three) years, based on the agency's performance history since 2002. The rates must be presented separately for each of the following segments:
    a. financial institutions b. insurance and reinsurance companies
    c. other evaluated entities
    d. securities e. structured financial products f. public finance
    13.2 Insert a default rate matrix, based on the performance history of the ratings carried out by the agency, in the global market, if applicable.