Resolution BCB No. 112 — Establishes the New Regulation of the Governance, Risks and Controls Committee (GRC), and revokes the Regulation annexed to Ordinance No. 93,608 of May 29, 2017

RESOLUTION BCB NO. 112, OF JULY 6, 2021

Regulatory document revoked by Resolution BCB No. 509, of October 3, 2025.

Establishes the new Regulation of the Governance, Risks and Controls Committee (GRC), and revokes the Regulation annexed to Ordinance No. 93,608 of May 29, 2017.

The Collegiate Board of the Central Bank of Brazil, based on art. 11, items II, IV, letter "a", and VI, letter "s", of the Internal Regulations, taking into account Decree No. 8,777 of May 11, 2016, Decree No. 9,203 of November 22, 2017, Decree No. 10,332 of April 28, 2020, Decree No. 10,382 of May 28, 2020, Ordinance No. 778 of April 4, 2019, from the Secretariat of Digital Government of the Ministry of Economy, Ordinance No. 102,916 of May 16, 2019, from the Central Bank of Brazil, Normative Instruction No. 84 of April 22, 2020, from the Court of Accounts of the Union, and Vote 155/2021–BCB of July 6, 2021,

R E S O L V E:

Art. 1º The new Regulation of the Governance, Risks and Controls Committee (GRC) is hereby established, in accordance with the regulation annexed to this Resolution.

Art. 2º The Regulation annexed to Ordinance No. 93,608 of May 29, 2017 is hereby revoked.

Art. 3º This Resolution enters into force on the date of its publication.

Roberto de Oliveira Campos Neto
President of the Central Bank of Brazil

REGULATION OF THE GOVERNANCE, RISKS AND CONTROLS COMMITTEE, ANNEXED TO RESOLUTION BCB NO. 112, OF JULY 6, 2021

CHAPTER I
NATURE AND OBJECTIVE

Art. 1º This Regulation governs the Governance, Risks and Controls Committee (GRC) and establishes its operating procedures.

Art. 2º The GRC aims to define guidelines and strategies related to corporate governance, strategic management, and risk and internal controls management, as well as to adopt measures for the systematization of practices in these areas within the Central Bank of Brazil.

CHAPTER II
STRUCTURE AND OPERATION

Art. 3º The GRC is composed of the President and the Directors of the Central Bank of Brazil, all with voting rights.

§ 1º The President of the Central Bank of Brazil shall preside over the GRC.

§ 2º The President shall be replaced, in their absences or impediments, by the most senior Director in office, unless there is a specific designation.

Art. 4º GRC meetings are held with the presence of, at minimum, the President, or their substitute, and half the number of Directors.

§ 1º The GRC shall meet at least four times per year.

§ 2º The GRC may hold extraordinary meetings upon request by any of its members.

§ 3º The annual calendar of ordinary meetings, approved by the Secretary on behalf of the GRC, shall be published in the last quarter of the preceding year.

Art. 5º Decisions in the GRC are taken by absolute majority, with the President, or their substitute, having the casting vote.

Art. 6º In addition to the GRC members indicated in art. 3º, the following also participate in the Committee meetings:

I - the Executive Secretary of the Central Bank of Brazil, in the capacity of Secretary of the GRC;

II - the Attorney General;

III - the Chief Auditor;

IV - the Head of the Corporate Risks and Operational References Department (Deris);

V - the Deputy Head of the Secretariat of Governance, Articulation and Strategic Monitoring (Secre/Segov);

VI - the Security and Accreditation Manager (GSC); and

VII - the Head of the Communications Department (Comun).

Sole paragraph. The participants mentioned in items I to VII of this article do not have voting rights.

Art. 7º Other employees of the Central Bank of Brazil and external representatives, previously invited by the Committee, may also participate in GRC meetings without voting rights.

Art. 8º Secre/Segov is responsible for assisting the GRC Secretary, with the administrative support of the Secretariat of the Board of Directors and the National Monetary Council (Secre/Sucon).

CHAPTER III
ATTRIBUTIONS AND COMPETENCIES

Art. 9º It is the responsibility of the GRC, regarding corporate governance:

I - to define the guidelines and strategies of the Central Bank of Brazil for the adoption of good corporate governance practices;

II - to approve and revise the Corporate Governance Policy of the Central Bank of Brazil (PGC-BCB);

III - to approve and revise the norms governing the corporate and interdepartmental committees of the Central Bank of Brazil and monitor their results;

IV - to monitor the recommendations and orientations deliberated by the Committee on corporate governance;

V - to promote and monitor the implementation of measures, mechanisms, and organizational governance practices originating from external governance instances, when applicable to the Central Bank of Brazil; and

VI - to approve the recommendations forwarded by the Integrity Committee, aiming to ensure the coherence and coordination of public governance programs and policies.

Art. 10. It is the responsibility of the GRC, regarding strategic management:

I - to approve and monitor:

a) strategic planning actions;

b) actions related to the participation of the Central Bank of Brazil in the Multi-Year Plan of the Union (PPA);

c) actions on corporate project, program, and portfolio management;

d) digital government actions;

e) actions related to Information and Communication Technology (ICT) governance;

f) actions related to management indicators and their respective targets; and

g) actions related to the accountability of the Central Bank of Brazil;

II - to decide on the propositions of the Strategic Management Committee (CGE).

Art. 11. It is the responsibility of the GRC regarding risk and internal controls management:

I - to define the guidelines and strategies of the Central Bank of Brazil for conducting processes related to risk management, including business continuity and internal controls;

II - to approve and revise the Integrated Risk Management Policy of the Central Bank of Brazil (PGR-BCB);

III - to decide on the corporate risk exposures of the Central Bank of Brazil, establishing references and operational limits, as well as criteria for measuring results;

IV - to monitor the mapping, assessment, and treatment of key risks that may compromise the performance of the Central Bank of Brazil;

V - to be informed of the reports and managerial information of the risk management policy of the Central Bank of Brazil; and

VI - to monitor the recommendations and orientations deliberated by the Committee on risk and internal controls management.

Art. 12. It is the responsibility of the GRC President:

I - to conduct GRC meetings;

II - to ensure compliance with the attributions and responsibilities of the GRC;

III - to guide the work of the GRC, order debates, and conclude deliberations.

Art. 13. It is the responsibility of the GRC Secretary:

I - to convene, on behalf of the GRC, Committee meetings;

II - to invite, on behalf of the GRC, eventual internal or external participants to meetings;

III - to support the Committee President in meetings, in preparing agendas with the support of Segov and Deris, ensuring the inclusion and coverage of topics of interest;

IV - to ensure that necessary administrative information for decision-making reaches Committee members;

V - to guarantee the archiving and publication of acts;

VI - to ensure the custody of minutes and other decision-making documents, safeguarding their integrity and information security;

VII - to publish the Committee's deliberations and recommendations within the Central Bank of Brazil, observing the confidentiality level of the information;

VIII - to monitor the measures related to the Committee's deliberations and recommendations;

IX - to act proactively so that corporate governance and risk and internal controls management policies and guidelines emanating from the GRC are known and executed at all levels of the organization;

X - to execute other tasks assigned to them by the GRC.

Art. 14. It is the responsibility of Segov:

I - to support technical discussions on governance and strategic management;

II - to contribute to the elaboration and monitoring of corporate governance policies;

III - to ensure that information on governance and strategic management, necessary for decision-making, reaches Committee members;

IV - to act to improve the support material provided to Committee members;

V - to maintain updated information on governance and strategic management, as appropriate, for internal and external audiences;

VI - to act proactively so that corporate governance policies and guidelines emanating from the GRC are known and executed at all levels of the organization;

VII - to promote the adoption and maintenance of good corporate governance practices;

VIII - to execute other tasks assigned to them by the GRC.

Art. 15. It is the responsibility of Deris:

I - to support technical discussions on risk management and corporate risk exposure, including business continuity and internal controls;

II - to contribute to the elaboration and monitoring of risk and internal controls management policies;

III - to ensure that information on risk and internal controls necessary for decision-making reaches Committee members;

IV - to act to improve the support material provided to Committee members;

V - to maintain updated information on risks and internal controls, as appropriate, for internal and external audiences;

VI - to act proactively so that risk and internal controls management policies and guidelines emanating from the GRC are known and executed at all levels of the organization;

VII - to promote the adoption and maintenance of good risk and internal controls management practices at the Central Bank of Brazil;

VIII - to execute other tasks assigned to them by the GRC.

CHAPTER IV
FINAL PROVISIONS

Art. 16. The accountability of the GRC shall be coordinated by its secretariat and shall be carried out through:

I - the publication of meeting minutes on the website of the Central Bank of Brazil, in a specific section on the subject, observing the confidentiality classification of the topics;

II - an annual accountability report of its activities.

Art. 17. The GRC shall interact within the Central Bank of Brazil through formal acts and through the Executive Secretariat, Segov, Deris, and CGE.

Art. 18. This Regulation may be altered through a proposal by any of its members.

Art. 19. Omitted cases shall be deliberated by the GRC members.