Resolution No. 130

RESOLUTION

BCB No. 130, OF AUGUST 20, 2021

Provides for the provision of independent audit services for consortium administrators and payment institutions authorized to operate by the Central Bank of Brazil and establishes specific procedures for the preparation of reports resulting from independent audit work carried out in financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

Provides for the provision of independent audit services for consortium administrators, payment institutions, securities brokerage companies, securities distribution companies, and foreign exchange brokerage companies authorized to operate by the Central Bank of Brazil and establishes specific procedures for the preparation of reports resulting from independent audit work carried out in financial institutions and other institutions authorized to operate by the Central Bank of Brazil.~~(Wording given, from 1/6/2023, by BCB Resolution No. 318, of 5/10/2023.)~~

Provides for the provision of independent audit services for institutions required to use the Accounting Standard of Institutions Regulated by the Central Bank of Brazil – Cosif by virtue of BCB Resolution No. 92, of May 6, 2021, and establishes specific procedures for the preparation of reports resulting from independent audit work carried out in financial institutions and other institutions authorized to operate by the Central Bank of Brazil. (Wording given by BCB Resolution No. 553, of 3/3/2026.)

The Collegiate Board of the Central Bank of Brazil, in a session held on August 19, 2021, based on arts. 9 of Law No. 4.595, of December 31, 1964, 6 and 7, item III, of Law No. 11.795, of October 8, 2008, 9, items II and IX, letter "b", and 15 of Law No. 12.865, of October 9, 2013, and 35 of CMN Resolution No. 4.910, of May 27, 2021,

RESOLVES:

TITLE I

PRELIMINARY PROVISIONS

SINGLE CHAPTER

ON THE OBJECT AND SCOPE OF APPLICATION

Art. 1. This Resolution provides for:

~~I - the provision of independent audit services for consortium administrators and payment institutions authorized to operate by the Central Bank of Brazil; and~~

I - the provision of independent audit services for consortium administrators, payment institutions, securities brokerage companies, securities distribution companies, and foreign exchange brokerage companies authorized to operate by the Central Bank of Brazil; and ~~(Wording given, from 1/6/2023, by BCB Resolution No. 318, of 5/10/2023.)~~

I - the provision of independent audit services for institutions required to use the Accounting Standard of Institutions Regulated by the Central Bank of Brazil – Cosif in accordance with art. 1, caput, item I, of BCB Resolution No. 92, of May 6, 2021; and (Wording given by BCB Resolution No. 553, of 3/3/2026.)

II - the specific procedures for the preparation of reports resulting from independent audit work carried out in financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

§ 1. References to consortium administrators and payment institutions in Title II and the following provisions of this Resolution shall henceforth refer to the institutions mentioned in item I of the caput of this article:

I - art. 2, caput;

II - art. 3, caput, items II, III and V and §§ 4 and 5;

III - art. 4, caput;

IV - art. 6, caput;

V - art. 7, caput;

VI - art. 9, caput, item I, letters "a", "b", "c" and "d", item III and §§ 1, 2 and 4;

VII - art. 11, caput, items VII and VIII;

VIII - art. 13, caput, items I, II, III and IV;

IX - art. 15, caput, items III, IV and V and § 2;

X - art. 16, caput, item I;

XI - art. 17, caput and §§ 1 and 3;

XII - art. 18, caput;

XIII - art. 19, caput and §§ 3 and 4;

XIV - art. 22, caput;

XV - art. 23, § 1;

XVI - art. 24, caput;

XVII - art. 25, caput;

XVIII - art. 28, caput;

XIX - art. 29, caput;

XX - art. 30, caput;

XXI - art. 31, caput; and

XXII - art. 39, caput.

(Paragraph 1 included, from 1/6/2023, by BCB Resolution No. 318, of 5/10/2023.)

§ 2. References to payment institutions in the following provisions of this Resolution shall henceforth also refer to securities brokerage companies, securities distribution companies, and foreign exchange brokerage companies:

I - art. 9, § 3;

II - art. 40, caput; and

III - art. 41, caput.

(Paragraph 2 included, from 1/6/2023, by BCB Resolution No. 318, of 5/10/2023.)

TITLE II

ON INDEPENDENT AUDIT FOR CONSORTIUM ADMINISTRATORS AND PAYMENT INSTITUTIONS AUTHORIZED TO OPERATE BY THE CENTRAL BANK OF BRAZIL

CHAPTER I

ON THE INDEPENDENT AUDIT OF FINANCIAL STATEMENTS

Art. 2. The financial statements, including explanatory notes, individual and consolidated, annual, semi-annual, and interim, disclosed or published by consortium administrators and payment institutions mentioned in art. 1, by virtue of legal, regulatory, statutory, or contractual provisions, or voluntarily, must be audited by independent auditors registered with the Securities and Exchange Commission (CVM).

§ 1. The provisions of the caput also apply to the statements of consortium groups.

§ 2. The provisions of this article do not apply to financial statements disclosed or published by associations and non-profit entities authorized to administer consortiums.

CHAPTER II

ON THE INDEPENDENCE OF THE AUDITOR

Art. 3. The hiring and maintenance of an independent auditor by consortium administrators and payment institutions mentioned in art. 1 are prohibited if any of the following situations are established:

I - occurrence of any circumstances of impediment or incompatibility for the provision of independent audit services provided for in norms issued by the Securities and Exchange Commission or the Federal Council of Accounting;

II - direct or indirect participation, by the independent auditor, technical manager, director, manager, supervisor, or any other member with a management function in the team involved in the audit work, in the capital of the consortium administrator or the audited payment institution, in its holding company, or in its affiliates, subsidiaries, or jointly controlled entities;

III - existence of an active or passive operation contracted with the consortium administrator or the audited payment institution, with its holding company or with its affiliates, subsidiaries, or jointly controlled entities, for which the independent auditor, technical manager, director, manager, supervisor, or any other member with a management function in the team involved in the audit work in the consortium administrator or the payment institution is responsible or provides a guarantee;

IV - participation of a technical manager, director, manager, supervisor, or any other member with a management function in the audit work of a successor firm, before the minimum interval provided for in art. 7 has been observed; and

V - payment of fees and reimbursement of expenses of the independent auditor, relating to the base year of the financial statements subject to audit, by the consortium administrator or the audited payment institution, individually or jointly with its holding company or its affiliates, subsidiaries, or jointly controlled entities, with representativeness equal to or greater than 25% (twenty-five percent) of the total revenue of the independent auditor in that year.

§ 1. The establishment of the situations described in the caput, with respect to the network firm to which the independent auditor belongs, also implies a prohibition on its hiring and maintenance.

§ 2. For the purposes of the provisions of this Resolution, the concept of network firm defined in the regulation issued by the Federal Council of Accounting must be observed.

§ 3. The prohibition referred to in item III of the caput does not apply to operations carried out under conditions compatible with market conditions, including regarding limits, interest rates, grace periods, terms, required guarantees, and criteria for risk classification for the purpose of establishing provisions for losses and write-offs as losses, without additional or differentiated benefits compared to operations contracted with other clients of the same profile of the respective institutions.

§ 4. The provisions of this article do not dispense consortium administrators, payment institutions, and independent auditors from verifying other situations that may affect the independence of the auditor.

§ 5. If at any time a situation is found that may affect the independence of the auditor, the consortium administrator or the payment institution must arrange for its regularization, which may imply the replacement of the independent auditor, without prejudice to the provisions of art. 6.

Art. 4. It is prohibited for consortium administrators or payment institutions mentioned in art. 1 to hire a technical manager, director, manager, supervisor, or any other member with a management function in the team involved in the audit work within the twelve months prior to hiring for a position related to services that constitute an impediment or incompatibility for the provision of independent audit services, or that may exert influence on the administration of the institution.

Art. 5. Consortium administrators and payment institutions mentioned in art. 1 must require the independent auditor to prepare and adequately document its independence policy, which must be made available to the Central Bank of Brazil and to the audit committee of the consortium administrator or payment institution audited, when installed, evidencing, in addition to the situations provided for in this Resolution, others that may affect its independence, as well as the internal control procedures adopted with a view to monitoring, identifying, and preventing its occurrence.

Art. 5. Independent auditors must prepare and adequately document their independence policy, which must be made available to the Central Bank of Brazil and to the audit committee of the audited institution, when installed, evidencing, in addition to the situations provided for in this Resolution, others that may affect their independence, as well as the internal control procedures adopted with a view to monitoring, identifying, and preventing its occurrence. (Wording given, from 1/6/2023, by BCB Resolution No. 318, of 5/10/2023.)

CHAPTER III

ON THE PERIODIC SUBSTITUTION OF THE AUDITOR

Art. 6. Consortium administrators and payment institutions mentioned in art. 1 must proceed to the substitution of the technical manager, director, manager, supervisor, and any other member with a management function in the team involved in the audit work, after reports relating to five complete and consecutive fiscal years have been issued.

Sole Paragraph. For the purposes of counting the period provided for in the caput, reports relating to complete fiscal years are considered those relating to the financial statements of the base date of December 31.

Art. 7. Consortium administrators and payment institutions mentioned in art. 1 must observe a minimum interval of three complete fiscal years for the return of the technical manager, director, manager, supervisor, or any other member with a management function in the team involved in the audit work, counted from the date of substitution.

CHAPTER IV

ON THE AUDIT COMMITTEE

Section I

On the Obligation

Art. 8. Consortium administrators and payment institutions mentioned in art. 1 that:

Art. 8. Must constitute a statutory body called "audit committee": (Wording given, from 1/7/2023, by BCB Resolution No. 318, of 5/10/2023.)

~~I - are registered as publicly held companies;~~

I - the institutions mentioned in item I of the caput of art. 1 registered as publicly held companies; (Wording given, from 1/7/2023, by BCB Resolution No. 318, of 5/10/2023.)

~~II - are leaders of a prudential conglomerate that meets the criteria provided for in specific regulation for classification in Segment 1 (S1), Segment 2 (S2), or Segment 3 (S3); or~~

II - payment institution leaders of a prudential conglomerate: (Wording given, from 1/7/2023, by BCB Resolution No. 318, of 5/10/2023.)

a) Type 3 classified in Segment 2 (S2) or Segment 3 (S3), according to current regulation; and (Included, from 1/7/2023, by BCB Resolution No. 318, of 5/10/2023.)

b) Type 2 that have total assets, calculated according to the criteria and procedures embodied in the Accounting Standard of Institutions Regulated by the Central Bank of Brazil (Cosif), greater than 0.1% (one tenth of one percent) of the Gross Domestic Product (GDP) of Brazil; and (Included, from 1/7/2023, by BCB Resolution No. 318, of 5/10/2023.)

~~III - meet the criteria provided for in specific regulation for classification in Segment 1 (S1), Segment 2 (S2), or Segment 3 (S3).~~

III - securities brokerage companies, securities distribution companies, and foreign exchange brokerage companies that: (Wording given, from 1/7/2023, by BCB Resolution No. 318, of 5/10/2023.)

a) are leaders of a prudential conglomerate classified in Segment 1 (S1), Segment 2 (S2), or Segment 3 (S3), according to specific regulation; or (Included, from 1/7/2023, by BCB Resolution No. 318, of 5/10/2023.)

b) meet the criteria provided for in specific regulation for classification in S1, S2, and S3. (Included, from 1/7/2023, by BCB Resolution No. 318, of 5/10/2023.)

§ 1. The provisions of the caput also apply to payment institutions authorized to operate by the Central Bank of Brazil not registered as publicly held companies that are leaders of a prudential conglomerate integrated by an institution registered as a publicly held company that does not have an audit committee constituted in accordance with this Resolution.

§ 1. The provisions of the caput also apply to the institutions mentioned in item I of the caput of art. 1 not registered as publicly held companies that are leaders of a prudential conglomerate integrated by an institution registered as a publicly held company that does not have an audit committee constituted in accordance with this Resolution. (Wording given, from 1/7/2023, by BCB Resolution No. 318, of 5/10/2023.)

§ 2. The audit committee of the institutions mentioned in the caput and in § 1 is responsible for fulfilling the duties and responsibilities provided for in this Resolution, with respect to the other institutions authorized to operate by the Central Bank of Brazil that are part of the prudential conglomerate.

§ 3. The provisions of § 2 do not apply to institutions in the prudential conglomerate that, voluntarily or by virtue of legal, regulatory, statutory, or contractual provisions, constitute an audit committee in the manner provided for in this Resolution.

§ 4. Consortium administrators and payment institutions mentioned in the caput that are part of a prudential conglomerate whose leader institution constitutes an audit committee in accordance with this Resolution are exempt from constituting their own audit committee.

§ 4. The institutions mentioned in items I, II, and III of the caput that are part of a prudential conglomerate whose leader institution constitutes an audit committee in accordance with this Resolution are exempt from constituting their own audit committee. (Wording given, from 1/7/2023, by BCB Resolution No. 318, of 5/10/2023.)

§ 5. Consortium administrators and payment institutions mentioned in the caput and in § 1 must have the audit committee fully operational until March 31 of the fiscal year following the fiscal year in which it fell under the criteria referred to in the caput.

§ 5. Institutions required to constitute an audit committee must have it fully operational until March 31 of the fiscal year following the fiscal year in which it fell under the criteria referred to in items I, II, and III of the caput. (Wording given, from 1/7/2023, by BCB Resolution No. 318, of 5/10/2023.)

§ 6. For the purposes of the provisions of letter "b" of item II of the caput, the GDP of Brazil corresponds to the Gross Domestic Product calculated at market prices and current values published by the Brazilian Institute of Geography and Statistics (IBGE), accumulated for the period of four consecutive quarters ending on the base dates of June 30 and December 31, calculated within ninety days after the base date to which they refer, with no subsequent revision allowed. (Included, from 1/7/2023, by BCB Resolution No. 318, of 5/10/2023.)

Section II

On Composition

Art. 9. The audit committee must be composed of at least three members, who must observe, in addition to the conditions for holding positions in statutory bodies of institutions authorized to operate by the Central Bank of Brazil, according to specific regulation, the following conditions:

I - not be and not have been in the last twelve months:

a) director of the consortium administrator or payment institution, of its holding company or of its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly;

b) employee of the consortium administrator or payment institution, of its holding company or of its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly;

c) technical manager, director, manager, supervisor, or any other member with a management function in the team involved in the audit work in the consortium administrator or payment institution; and

d) member of the fiscal council of the consortium administrator or payment institution, of its holding company or of its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly;

II - not be spouse, partner, or relative in the direct line, collateral line, or by affinity, up to the second degree of the persons referred to in item I, letters "a" and "c";

III - not receive any other type of remuneration from the consortium administrator or payment institution, from its holding company or from its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly, other than that related to their function as a member of the audit committee; and

IV - not hold positions, in particular, on advisory, administrative, or fiscal boards, in companies that may be considered competitors in the market or in which a conflict of interest may arise.

§ 1. In consortium administrators and payment institutions registered as publicly held companies, at least one of the members of the audit committee must be a member of the board of directors who does not participate in the executive board.

§ 2. In consortium administrators or payment institutions that are not registered as publicly held companies, it is permitted for members of the audit committee to also be directors of the institution, provided that these constitute less than half of the total number of members of the committee.

§ 3. The payment institution that is not registered as a publicly held company and that is a leader of a prudential conglomerate integrated by an institution registered as a publicly held company must observe one of the following alternatives for the constitution of the audit committee:

§ 3. The institution required to use Cosif in accordance with art. 1, caput, item I, of BCB Resolution No. 92, of May 6, 2021, that is not registered as a publicly held company and that, according to specific regulation, is a leader of a prudential conglomerate integrated by an institution registered as a publicly held company must observe one of the following alternatives for the constitution of the audit committee: (Wording given by BCB Resolution No. 553, of 3/3/2026.)

I - constitution of a single committee for the prudential conglomerate composed exclusively of members who meet the provisions of the caput; or

II - constitution of a specific committee for institutions registered as publicly held companies, composed exclusively of members who meet the provisions of the caput, with the audit committee of the leader institution responsible for fulfilling the duties and responsibilities within the scope of the other institutions that do not constitute their own audit committee.

§ 4º In the event that a member of the audit committee is also a member of the executive board or the board of directors of the consortium administrator or payment institution, its holding company, or its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly, the option to receive remuneration for only one of the positions is permitted.

§ 5º At least one member of the audit committee, in addition to observing the provisions of the caput and, where applicable, § 1º, must possess proven knowledge in the accounting area that qualifies them for the role.

§ 6º The function of a member of the audit committee is non-delegable.

Section III
On Mandate

Art. 10. The mandate of the members of the audit committee must be for up to five years.

§ 1º A mandate of less than five years may be extended up to the limit established in the caput.

§ 2º Up to one-third of the members of the audit committee may have their mandate renewed, respecting the maximum period of consecutive stay of up to ten years, with the intermission provided in § 4º being waived.

§ 3º Regardless of the term of the mandate, under no circumstances shall the stay of a member in the audit committee be permitted for a period exceeding:

I - ten consecutive years, for up to one-third of the members; and

II - five consecutive years for the remaining members.

§ 4º A member of the audit committee may only return to such body in the same institution after a minimum of three years have elapsed from the end of their previous mandate.

Section IV
On Duties

Art. 11. The duties of the audit committee include:

I - establishing operational rules for its own functioning, which must be approved by the board of directors, formalized in writing, and made available to the respective shareholders or quota holders;

II - recommending to the board of directors or, in its absence, to the executive board, the entity to be contracted to provide independent audit services, as well as its remuneration, and the replacement of the service provider, if deemed necessary;

III - reviewing, prior to disclosure or publication, the individual and consolidated financial statements, annual and semi-annual, including the explanatory notes, the management report, and the independent auditor's report;

IV - evaluating the effectiveness of independent and internal audits, including regarding the verification of compliance with legal and regulatory provisions, as well as regulations and internal codes;

V - evaluating the compliance by the administration with the recommendations made by independent or internal auditors;

VI - establishing and disclosing procedures for receiving and handling information regarding non-compliance with legal and regulatory provisions, as well as regulations and internal codes, including specific procedures for protecting the provider and the confidentiality of the information;

VII - recommending to the executive board of the consortium administrator or payment institution the correction or improvement of policies, practices, and procedures identified within the scope of its duties;

VIII - meeting, at least quarterly, with the executive board of the consortium administrator or payment institution, with the independent auditor, and with internal audit to verify compliance with their recommendations or inquiries, including regarding the planning of their respective audit work, formalizing, in minutes, the contents of such meetings;

IX - meeting with the fiscal council and the board of directors to discuss policies, practices, and procedures identified within the scope of their respective competencies; and

X - monitoring and evaluating the independence of the independent auditor.

Art. 12. The audit committee may, within the scope of its duties, use the work of specialists.

Sole paragraph. The use of the work of specialists does not exempt the audit committee from its responsibilities.

Art. 13. The audit committee must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or suspicion of occurrence of the following situations:

I - non-compliance with current laws and regulations that places the continuity of the consortium administrator or payment institution at risk;

II - frauds of any value perpetrated by the administration of the consortium administrator or payment institution;

III - relevant frauds perpetrated by employees of the consortium administrator or payment institution or third parties; or

IV - errors that result in material misstatements in the financial statements of the consortium administrator or payment institution.

Sole paragraph. For the purposes of this article, the concepts of error and fraud established in the regulations issued by the Federal Accounting Council or the Institute of Independent Auditors of Brazil must be observed.

Art. 14. The audit committee, when installed, the independent auditor, and internal audit must maintain between themselves a routine of immediate communication upon identification of the situations mentioned in Art. 13.

Art. 15. The audit committee must prepare, for the financial statements relating to periods ending on June 30 and December 31, a report containing, at a minimum, the following information:

I - activities performed within the scope of its duties, during the period;

II - description of recommendations presented to the executive board, highlighting those not accepted and their respective justifications;

III - description of other services provided by the independent auditor, or by a network firm, for the consortium administrator or payment institution during the base year of the financial statements subject to audit and the two preceding years;

IV - description of situations in which there are significant divergences between the administration of the payment institution or consortium administrator, the independent auditors, and the audit committee, regarding the financial statements of the company;

V - evaluation of the effectiveness of the internal control systems of the consortium administrator or payment institution, with emphasis on compliance with current regulations and highlighting detected deficiencies;

VI - evaluation of the effectiveness of independent and internal audits, including regarding the verification of compliance with legal and regulatory provisions, as well as regulations and internal codes, with highlighting of detected deficiencies; and

VII - evaluation of the quality of the financial statements relating to the respective periods, with emphasis on the application of accounting practices adopted in Brazil and compliance with standards issued by the National Monetary Council and the Central Bank of Brazil, with description of detected deficiencies.

§ 1º The audit committee must keep the audit committee report available to the Central Bank of Brazil and the board of directors for a minimum period of five years, calculated from its preparation.

§ 2º The consortium administrators and payment institutions mentioned in Art. 1º must disclose, together with their individual and consolidated financial statements, semi-annual and annual, a summary of the audit committee report, highlighting the main information contained in this document.

Section V
On Extinction

Art. 16. The extinction of the audit committee:

I - may occur only if the consortium administrator or payment institution no longer meets the criteria defined in Art. 8º;

II - is conditioned to the fulfillment of its duties regarding the fiscal years in which its operation is required; and

III - depends on prior authorization from the Central Bank of Brazil.

Section VI
General Provisions

Art. 17. The consortium administrators and payment institutions mentioned in Art. 1º must create adequate conditions for the functioning of the audit committee.

§ 1º The number of members of the audit committee and the criteria for appointment and dismissal of its members must be expressed in the bylaws or articles of association of the consortium administrator and payment institution.

§ 2º The duties of the audit committee and the criteria for remuneration and term of office of its members must be expressed in a specific regulation maintained by the institution and made available to the Central Bank of Brazil.

§ 3º The audit committee must report directly to the board of directors or, in its absence, to the executive board of the consortium administrator or payment institution.

§ 4º The use of the term "audit committee" is restricted to a statutory body constituted under the terms of this Resolution.

Art. 18. The provisions of Sections II, III, IV, and VI of this Chapter apply to consortium administrators and payment institutions mentioned in Art. 1º that establish an audit committee by virtue of legal, statutory, or contractual provisions, or voluntarily.

CHAPTER V
ON THE TECHNICAL QUALIFICATION EXAM FOR THE AUDITOR

Art. 19. The hiring or maintenance of independent audit by consortium administrators and payment institutions mentioned in Art. 1º is conditioned to the qualification of the technical manager, director, manager, supervisor, and any other member, with a management role, of the team involved in the audit work.

§ 1º The qualification referred to in the caput depends on approval in a certification exam organized by the Federal Accounting Council jointly with the Institute of Independent Auditors of Brazil or, in the case of institutions registered as public companies, by entities indicated by the Securities and Exchange Commission.

§ 2º The maintenance of qualification must be proven by:

I - approval in a new certification exam provided for in § 1º within a period not exceeding three years from the last approval; or

II - exercise of independent audit activity in financial institutions or other institutions authorized to operate by the Central Bank of Brazil, combined with participation in a continuing professional education program that has, at a minimum, the following characteristics:

a) minimum workload of one hundred and twenty hours for each three-year period, counting all courses eligible for the period, observing an annual workload of at least twenty hours; and

b) predominance of topics related to operations carried out within the financial system or to activities applicable to independent audit work.

§ 3º If the auditor ceases to exercise independent audit activities in the consortium administrators or payment institutions mentioned in Art. 1º for a period exceeding one year, the return to the functions of technical manager, director, manager, supervisor, or other management role of the team involved in audit work is conditioned:

I - in cases of absence for a period of less than three years:

a) to new approval in a certification exam provided for in § 1º; or

b) to compliance with continuing education requirements, with a minimum workload of two hundred and forty hours in the triennium immediately following their return, observing participation in at least forty hours per year; and

II - in cases of absence for a period equal to or greater than three years, to new approval in a certification exam provided for in § 1º.

§ 4º The consortium administrator and payment institution hiring independent audit services must keep documentation proving compliance with the provisions of this article available to the Central Bank of Brazil, during the period of its provision and for up to five years after its conclusion.

Art. 20. The Central Bank of Brazil is authorized to admit, at its discretion, certification exams by type of market or set of activities.

CHAPTER VI
ON THE PROVISION OF SERVICES BY THE INDEPENDENT AUDITOR

Art. 21. The independent auditor must:
(Amended, effective 06/01/2023, by Resolution BCB No. 318, of 05/10/2023.)

I - observe, in the provision of their services, the audit standards and procedures established by the National Monetary Council, the Central Bank of Brazil, and, insofar as not conflicting with these, the audit standards and procedures determined by the Securities and Exchange Commission, the Federal Accounting Council, and the Institute of Independent Auditors of Brazil; and (Amended, effective 06/01/2023, by Resolution BCB No. 318, of 05/10/2023.)

II - prepare, as a result of the audit work, the following reports: (Amended, effective 06/01/2023, by Resolution BCB No. 318, of 05/10/2023.)

a) audit report, expressing their opinion on the financial statements and respective explanatory notes, including regarding adequacy to the accounting standard defined by the National Monetary Council and the Central Bank of Brazil;

b) internal control systems report, including electronic data processing systems and risk management systems, which have, or may come to have, relevant effects on the financial statements or on the operations of the audited institution, highlighting identified deficiencies; and

c) non-compliance report with legal and regulatory provisions, which have, or may come to have, relevant effects on the financial statements or on the operations of the audited institution.

§ 1º The reports referred to in item II of the caput must be prepared considering the same period and the same base date as the financial statements to which they refer.

§ 2º The reports referred to in item "a" of item II of the caput relating to the financial statements, individual and consolidated, semi-annual and annual, of the institutions mentioned in Art. 8º must contain the communication of the key audit matters. (Amended, effective 06/01/2023, by Resolution BCB No. 318, of 05/10/2023.)

§ 3º In financial statements relating to periods of less than six months, the substitution of the independent auditor's report referred to in item "a" of item II of the caput by the independent auditor's limited review report is permitted. (Amended, effective 06/01/2023, by Resolution BCB No. 318, of 05/10/2023.)

§ 4º The reports mentioned in item II of the caput, as well as the audit documentation, must be kept available to the Central Bank of Brazil for a minimum of five years, or for a longer period due to express determination by this agency. (Amended, effective 06/01/2023, by Resolution BCB No. 318, of 05/10/2023.)

CHAPTER VII
ON THE RESPONSIBILITY OF THE ADMINISTRATION

Art. 22. The consortium administrators and payment institutions mentioned in Art. 1º must provide the independent auditor with the formal representation of the administration, in accordance with the audit standards defined by the Federal Accounting Council, as well as the data, information, and conditions necessary for the effective provision of audit services.

Art. 23. It is the responsibility of the board of directors to choose and dismiss independent auditors.

§ 1º The members of the board of directors of the consortium administrators and payment institutions mentioned in Art. 1º will be held liable:

I - for hiring an independent auditor who does not meet the requirements provided for in this Resolution; and

II - for hiring and maintaining an independent auditor who is serving a penalty prohibiting them from providing audit services to institutions authorized to operate by the Central Bank of Brazil, according to current legislation.

§ 2º Without prejudice to the application of penalties provided for in current legislation, non-compliance with the requirements established in this Resolution being confirmed, the audit services will be considered ineffective for meeting the standards issued by the Central Bank of Brazil.

Art. 24. The executive board of the consortium administrators and payment institutions mentioned in Art. 1º must formally communicate to the independent auditor and the audit committee, when installed, within a maximum period of twenty-four hours from identification, the existence or suspicion of occurrence of the situations mentioned in Art. 13.

Art. 25. The consortium administrators and payment institutions mentioned in Art. 1º that do not have an audit committee established under the terms of this Resolution must designate before the Central Bank of Brazil a director responsible for compliance with the standards and procedures for independent audit provided for in current regulations.

Sole paragraph. The designated director is responsible for the information provided and for the occurrence of situations indicating fraud, negligence, imprudence, or incompetence in the exercise of their functions, without prejudice to the application of penalties provided for in current legislation.

CHAPTER VIII
GENERAL PROVISIONS

Art. 26. The independent auditor, in addition to the provisions of this Resolution, must observe the standards, regulations, and procedures issued by the Securities and Exchange Commission, the Federal Accounting Council, and the Institute of Independent Auditors of Brazil regarding: (Amended, effective 06/01/2023, by Resolution BCB No. 318, of 05/10/2023.)

I - duties and responsibilities of independent auditors;

II - technical qualification examination;

III - internal quality control;

IV - external quality control; and

V - continuing education program, including specific activities related to independent audit in institutions authorized to operate by the Central Bank of Brazil.

Sole paragraph. The activity related to external quality control may also be carried out by the Central Bank of Brazil, without prejudice to the guidelines issued by the bodies referred to in the caput.

Art. 27. The independent auditor must: (Amended, effective 06/01/2023, by Resolution BCB No. 318, of 05/10/2023.)

I - grant access to the Central Bank of Brazil, at any time, including by providing printed or digital copies, to audit documentation, as well as to any other documents that served as the basis or evidence for the issuance of the reports prepared under Art. 21, item II, upon formal request, within the scope of the duties of the said agency, observing the limits provided for in current legislation; (Amended, effective 06/01/2023, by Resolution BCB No. 318, of 05/10/2023.)

II - formally communicate to the Central Bank of Brazil: (Amended, effective 06/01/2023, by Resolution BCB No. 318, of 05/10/2023.)

a) the existence of a modified opinion in the report referred to in item "a" of item II of Art. 21, before the disclosure of the financial statements; and

b) the existence or suspicion of occurrence of the situations mentioned in Art. 13, within a maximum period of three business days from identification.

Art. 28. The consortium administrators and payment institutions must inform the Central Bank of Brazil of the hiring and replacement of the independent auditor.

Art. 29. For consortium administrators and payment institutions mentioned in Art. 1º that do not have a board of directors, the duties and competencies provided for in this Resolution must be attributed to the executive board of the institution.

Art. 30. The Central Bank of Brazil may determine that consortium administrators and payment institutions mentioned in Art. 1 replace the independent auditor if, at any time, non-compliance with the provisions of Chapters III, IV, and VI of this Title is found.

Art. 31. Subject to other legal and regulatory provisions in force, the Central Bank of Brazil may exempt the audit referred to in Art. 2 from the annual and semi-annual financial statements related to the year of authorization for operation of the consortium administrator or payment institution.

TITLE III
OF THE REPORTS RESULTING FROM INDEPENDENT AUDIT WORK IN FINANCIAL INSTITUTIONS AND OTHERS AUTHORIZED TO OPERATE BY THE CENTRAL BANK OF BRAZIL

SINGLE CHAPTER
OF CRITERIA FOR PREPARATION

Art. 32. The report on the internal control system, including electronic data processing and risk management systems, provided for in Art. 21, item II, letter "b", of this Resolution, and in Art. 21, item II, letter "b", of CMN Resolution No. 4,910, of May 27, 2021, must contain:

I - a summary of the process for evaluating the effectiveness of the relevant aspects of the internal control systems provided for in current regulation that have, or may have, relevant impacts on the financial statements or operations of the audited institution; and

II - the disclosure of identified deficiencies.

Art. 33. The report on non-compliance with legal and regulatory provisions, provided for in Art. 21, item II, letter "c", of this Resolution, and in Art. 21, item II, letter "c", of CMN Resolution No. 4,910, of 2021, may be presented as part of the report mentioned in Art. 32.

Art. 34. In the preparation of the reports mentioned in Arts. 32 and 33, the norms and procedures determined by the Securities and Exchange Commission (CVM), the Federal Council of Accounting, and the Institute of Independent Auditors of Brazil must be observed, in aspects not conflicting with the regulation established by the National Monetary Council and the Central Bank of Brazil.

Art. 35. The reports mentioned in Arts. 32 and 33 must be issued within forty-five days after the date of disclosure or publication of the individual and consolidated, semi-annual and annual, financial statements subject to independent audit, except for situations provided for in specific regulation issued by the National Monetary Council or the Central Bank of Brazil.

TITLE IV
FINAL PROVISIONS

CHAPTER I
GENERAL PROVISIONS

Art. 36. Financial institutions and other entities authorized to operate by the Central Bank of Brazil, when hiring or replacing independent audit services, must register in the System of Information on Entities of Interest of the Central Bank (Unicad), within a maximum period of ten days from the hiring or replacement, the following registration data of the auditor:

I - corporate name or, if natural person, name;

II - address;

III - registration number in the Individual Taxpayer Registry (CPF) or in the National Registry of Legal Entities (CNPJ); and

IV - declaratory act of registration of the independent auditor with the Securities and Exchange Commission.

§ 1º The data relating to the hired auditor must be kept updated in Unicad, observing the period established in the caput.

§ 2º The documentation relating to the replacement of the auditor must contain the reasons that determined the decision and the knowledge of the replaced auditor, who, in the event of non-conformity, must point out the justifications for his disagreement.

§ 3º The documentation referred to in § 2º must be kept at the institution at the disposal of the Central Bank of Brazil for a period of five years.

Art. 37. Financial institutions and other entities authorized to operate by the Central Bank of Brazil must register in Unicad, within ten days from the date of appointment, the data of the director designated for monitoring, supervision, and compliance with audit norms and procedures, in accordance with Art. 25 of this Resolution and Art. 25 of CMN Resolution No. 4,910, of 2021.

§ 1º The data relating to the director referred to in the caput must be kept updated in Unicad, observing the period established in the caput.

§ 2º The information referred to in the caput must be complemented by a declaration signed by the director responsible for monitoring, supervision, and compliance with audit norms and procedures, in which it must state that:

I - he is aware of his obligations; and

II - he is responsible for the attributes provided for in Art. 25 of this Resolution and in Art. 25 of CMN Resolution No. 4,910, of 2021.

§ 3º The declaration referred to in § 2º must be kept at the institution at the disposal of the Central Bank of Brazil for a period of five years.

Art. 38. The Central Bank of Brazil, due to facts found in financial institutions and other institutions authorized to operate by the Central Bank of Brazil, may, without prejudice to other measures provided for in current legislation and regulation:

I - require the provision of additional information and clarifications;

II - determine the carrying out of complementary examinations; and

III - determine that the independent audit work be reviewed by another auditor.

CHAPTER II
TRANSITIONAL AND FINAL PROVISIONS

Art. 39. Consortium administrators and payment institutions mentioned in Art. 1 that, on the date of entry into force of this Resolution, were not obliged to constitute an audit committee must have it fully operational by March 30, 2023.

Art. 40. The extinction of the audit committee of payment institutions that, by virtue of the provisions of this Resolution, are no longer obliged to constitute it depends on the approval of the Central Bank of Brazil.

Art. 41. Payment institutions with an already constituted audit committee whose composition is altered by virtue of the provisions of this Resolution must carry out the necessary statutory adaptations for operation in the manner provided for in this Resolution by December 31, 2024, respecting the end of the mandates in effect on January 1, 2022.

Sole Paragraph. In the case of appointment of members of the audit committee before December 31, 2024, the necessary statutory adaptations must be previously implemented to comply with the provisions of Arts. 9 and 10 of this Resolution. (Included, from June 1, 2023, by BCB Resolution No. 318, of May 10, 2023.)

Art. 41-A. Financial institutions and other entities authorized to operate by the Central Bank of Brazil must register or update in the System of Information on Entities of Interest of the Central Bank (Unicad), by July 31, 2023, the registration data relating to providers of independent audit services with contracts in force, in the manner provided for in Art. 37. (Included, from June 1, 2023, by BCB Resolution No. 318, of May 10, 2023.)

Art. 42. The following are repealed:

I - Circular No. 3,192, of June 5, 2003;

II - Circular No. 3,404, of September 18, 2008;

III - Circular No. 3,467, of September 14, 2009;

IV - Circular No. 3,470, of October 1, 2009;

V - Circular No. 3,482, of January 20, 2010; and

VI - Circular No. 3,950, of June 25, 2019.

Art. 43. This Resolution enters into force on January 1, 2022.

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

What changed in the obligations

Against Circular No. 3.470: Amends the Regulation Annexed to Circular No. 3.192 of 5 June 2003 on Independent Audit Services for Consortium Administrators and Their Groups (2009-10-01)

126 new obligations

7 obligations are the same in both texts.

New in this text (126)

Art. 2. The financial statements, including explanatory notes, individual and consolidated, annual, semi-annual, and interim, disclosed or published by consortium administrators and payment institutions mentioned in art. 1, by virtue of legal, regulatory, statutory, or contractual provisions, or voluntarily, must be audited by independent auditors registered with the Securities and Exchange Com…
Art. 3. The hiring and maintenance of an independent auditor by consortium administrators and payment institutions mentioned in art. 1 are prohibited if any of the following situations are established: I - occurrence of any circumstances of impediment or incompatibility for the provision of independent audit services provided for in norms issued by the Securities and Exchange Commission or the …
Art. 3. The hiring and maintenance of an independent auditor by consortium administrators and payment institutions mentioned in art. 1 are prohibited if any of the following situations are established: II - direct or indirect participation, by the independent auditor, technical manager, director, manager, supervisor, or any other member with a management function in the team involved in the aud…
Art. 3. The hiring and maintenance of an independent auditor by consortium administrators and payment institutions mentioned in art. 1 are prohibited if any of the following situations are established: III - existence of an active or passive operation contracted with the consortium administrator or the audited payment institution, with its holding company or with its affiliates, subsidiaries, o…
Art. 3. The hiring and maintenance of an independent auditor by consortium administrators and payment institutions mentioned in art. 1 are prohibited if any of the following situations are established: IV - participation of a technical manager, director, manager, supervisor, or any other member with a management function in the audit work of a successor firm, before the minimum interval provide…
Art. 3. The hiring and maintenance of an independent auditor by consortium administrators and payment institutions mentioned in art. 1 are prohibited if any of the following situations are established: V - payment of fees and reimbursement of expenses of the independent auditor, relating to the base year of the financial statements subject to audit, by the consortium administrator or the audite…
§ 1. The establishment of the situations described in the caput, with respect to the network firm to which the independent auditor belongs, also implies a prohibition on its hiring and maintenance.
§ 3. The prohibition referred to in item III of the caput does not apply to operations carried out under conditions compatible with market conditions, including regarding limits, interest rates, grace periods, terms, required guarantees, and criteria for risk classification for the purpose of establishing provisions for losses and write-offs as losses, without additional or differentiated b…
§ 4. The provisions of this article do not dispense consortium administrators, payment institutions, and independent auditors from verifying other situations that may affect the independence of the auditor.
§ 5. If at any time a situation is found that may affect the independence of the auditor, the consortium administrator or the payment institution must arrange for its regularization, which may imply the replacement of the independent auditor, without prejudice to the provisions of art. 6.
Art. 4. It is prohibited for consortium administrators or payment institutions mentioned in art. 1 to hire a technical manager, director, manager, supervisor, or any other member with a management function in the team involved in the audit work within the twelve months prior to hiring for a position related to services that constitute an impediment or incompatibility for the provision of indepe…
Art. 5. Independent auditors must prepare and adequately document their independence policy, which must be made available to the Central Bank of Brazil and to the audit committee of the audited institution, when installed, evidencing, in addition to the situations provided for in this Resolution, others that may affect their independence, as well as the internal control procedures adopted with …
Art. 6. Consortium administrators and payment institutions mentioned in art. 1 must proceed to the substitution of the technical manager, director, manager, supervisor, and any other member with a management function in the team involved in the audit work, after reports relating to five complete and consecutive fiscal years have been issued.
Art. 7. Consortium administrators and payment institutions mentioned in art. 1 must observe a minimum interval of three complete fiscal years for the return of the technical manager, director, manager, supervisor, or any other member with a management function in the team involved in the audit work, counted from the date of substitution.
Art. 8. Must constitute a statutory body called "audit committee": (Wording given, from 1/7/2023, by BCB Resolution No. 318, of 5/10/2023.)
b) Type 2 that have total assets, calculated according to the criteria and procedures embodied in the Accounting Standard of Institutions Regulated by the Central Bank of Brazil (Cosif), greater than 0.1% (one tenth of one percent) of the Gross Domestic Product (GDP) of Brazil; and [(Included, from 1/7/2023, by BCB Resolution No. 318, of 5/10/2023.)](https://www.bcb.gov.br/estabilidadefinanceira/…
§ 2. The audit committee of the institutions mentioned in the caput and in § 1 is responsible for fulfilling the duties and responsibilities provided for in this Resolution, with respect to the other institutions authorized to operate by the Central Bank of Brazil that are part of the prudential conglomerate.
§ 4. The institutions mentioned in items I, II, and III of the caput that are part of a prudential conglomerate whose leader institution constitutes an audit committee in accordance with this Resolution are exempt from constituting their own audit committee.
§ 5. Institutions required to constitute an audit committee must have it fully operational until March 31 of the fiscal year following the fiscal year in which it fell under the criteria referred to in items I, II, and III of the caput.
I - not be and not have been in the last twelve months: a) director of the consortium administrator or payment institution, of its holding company or of its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly;
I - not be and not have been in the last twelve months: b) employee of the consortium administrator or payment institution, of its holding company or of its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly;
I - not be and not have been in the last twelve months: c) technical manager, director, manager, supervisor, or any other member with a management function in the team involved in the audit work in the consortium administrator or payment institution; and
I - not be and not have been in the last twelve months: d) member of the fiscal council of the consortium administrator or payment institution, of its holding company or of its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly;
Art. 9. The audit committee must be composed of at least three members, who must observe, in addition to the conditions for holding positions in statutory bodies of institutions authorized to operate by the Central Bank of Brazil, according to specific regulation, the following conditions: II - not be spouse, partner, or relative in the direct line, collateral line, or by affinity, up to the se…
Art. 9. The audit committee must be composed of at least three members, who must observe, in addition to the conditions for holding positions in statutory bodies of institutions authorized to operate by the Central Bank of Brazil, according to specific regulation, the following conditions: III - not receive any other type of remuneration from the consortium administrator or payment institution,…
Art. 9. The audit committee must be composed of at least three members, who must observe, in addition to the conditions for holding positions in statutory bodies of institutions authorized to operate by the Central Bank of Brazil, according to specific regulation, the following conditions: IV - not hold positions, in particular, on advisory, administrative, or fiscal boards, in companies that m…
§ 1. In consortium administrators and payment institutions registered as publicly held companies, at least one of the members of the audit committee must be a member of the board of directors who does not participate in the executive board.
§ 2. In consortium administrators or payment institutions that are not registered as publicly held companies, it is permitted for members of the audit committee to also be directors of the institution, provided that these constitute less than half of the total number of members of the committee.
§ 3. The institution required to use Cosif in accordance with art. 1, caput, item I, of BCB Resolution No. 92, of May 6, 2021, that is not registered as a publicly held company and that, according to specific regulation, is a leader of a prudential conglomerate integrated by an institution registered as a publicly held company must observe one of the following alternatives for the constitutio…
I - constitution of a single committee for the prudential conglomerate composed exclusively of members who meet the provisions of the caput; or
II - constitution of a specific committee for institutions registered as publicly held companies, composed exclusively of members who meet the provisions of the caput, with the audit committee of the leader institution responsible for fulfilling the duties and responsibilities within the scope of the other institutions that do not constitute their own audit committee.
§ 4º In the event that a member of the audit committee is also a member of the executive board or the board of directors of the consortium administrator or payment institution, its holding company, or its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly, the option to receive remuneration for only one of the positions is permitted.
§ 5º At least one member of the audit committee, in addition to observing the provisions of the caput and, where applicable, § 1º, must possess proven knowledge in the accounting area that qualifies them for the role.
§ 6º The function of a member of the audit committee is non-delegable.
Art. 10. The mandate of the members of the audit committee must be for up to five years.
§ 1º A mandate of less than five years may be extended up to the limit established in the caput.
§ 2º Up to one-third of the members of the audit committee may have their mandate renewed, respecting the maximum period of consecutive stay of up to ten years, with the intermission provided in § 4º being waived.
§ 3º Regardless of the term of the mandate, under no circumstances shall the stay of a member in the audit committee be permitted for a period exceeding:
I - ten consecutive years, for up to one-third of the members; and
§ 4º A member of the audit committee may only return to such body in the same institution after a minimum of three years have elapsed from the end of their previous mandate.
I - establishing operational rules for its own functioning, which must be approved by the board of directors, formalized in writing, and made available to the respective shareholders or quota holders;
II - recommending to the board of directors or, in its absence, to the executive board, the entity to be contracted to provide independent audit services, as well as its remuneration, and the replacement of the service provider, if deemed necessary;
III - reviewing, prior to disclosure or publication, the individual and consolidated financial statements, annual and semi-annual, including the explanatory notes, the management report, and the independent auditor's report;
IV - evaluating the effectiveness of independent and internal audits, including regarding the verification of compliance with legal and regulatory provisions, as well as regulations and internal codes;
V - evaluating the compliance by the administration with the recommendations made by independent or internal auditors;
VI - establishing and disclosing procedures for receiving and handling information regarding non-compliance with legal and regulatory provisions, as well as regulations and internal codes, including specific procedures for protecting the provider and the confidentiality of the information;
VII - recommending to the executive board of the consortium administrator or payment institution the correction or improvement of policies, practices, and procedures identified within the scope of its duties;
VIII - meeting, at least quarterly, with the executive board of the consortium administrator or payment institution, with the independent auditor, and with internal audit to verify compliance with their recommendations or inquiries, including regarding the planning of their respective audit work, formalizing, in minutes, the contents of such meetings;
IX - meeting with the fiscal council and the board of directors to discuss policies, practices, and procedures identified within the scope of their respective competencies; and
X - monitoring and evaluating the independence of the independent auditor.
Art. 12. The audit committee may, within the scope of its duties, use the work of specialists.
The use of the work of specialists does not exempt the audit committee from its responsibilities.
Art. 13. The audit committee must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or suspicion of occurrence of the following situations: I - non-compliance with current laws and regulations that places the continuity of the consortium administrator or payment institution at risk;
Art. 13. The audit committee must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or suspicion of occurrence of the following situations: II - frauds of any value perpetrated by the administration of the consortium administrator or payment institution;
Art. 13. The audit committee must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or suspicion of occurrence of the following situations: III - relevant frauds perpetrated by employees of the consortium administrator or payment institution or third parties; or
Art. 13. The audit committee must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or suspicion of occurrence of the following situations: IV - errors that result in material misstatements in the financial statements of the consortium administrator or payment institution.
Art. 14. The audit committee, when installed, the independent auditor, and internal audit must maintain between themselves a routine of immediate communication upon identification of the situations mentioned in Art. 13.
Art. 15. The audit committee must prepare, for the financial statements relating to periods ending on June 30 and December 31, a report containing, at a minimum, the following information: I - activities performed within the scope of its duties, during the period;
Art. 15. The audit committee must prepare, for the financial statements relating to periods ending on June 30 and December 31, a report containing, at a minimum, the following information: II - description of recommendations presented to the executive board, highlighting those not accepted and their respective justifications;
Art. 15. The audit committee must prepare, for the financial statements relating to periods ending on June 30 and December 31, a report containing, at a minimum, the following information: III - description of other services provided by the independent auditor, or by a network firm, for the consortium administrator or payment institution during the base year of the financial statements subject to…

The first 60 of 126 are shown.

Against Circular No. 3.404 — Amends the Regulation annexed to Circular No. 3.192, of 5 June 2003, on the provision of independent audit services for consortium administrators and their respective groups (2008-09-18)

133 new obligations

1 obligation is the same in both texts.

New in this text (133)

Art. 2. The financial statements, including explanatory notes, individual and consolidated, annual, semi-annual, and interim, disclosed or published by consortium administrators and payment institutions mentioned in art. 1, by virtue of legal, regulatory, statutory, or contractual provisions, or voluntarily, must be audited by independent auditors registered with the Securities and Exchange Com…
Art. 3. The hiring and maintenance of an independent auditor by consortium administrators and payment institutions mentioned in art. 1 are prohibited if any of the following situations are established: I - occurrence of any circumstances of impediment or incompatibility for the provision of independent audit services provided for in norms issued by the Securities and Exchange Commission or the …
Art. 3. The hiring and maintenance of an independent auditor by consortium administrators and payment institutions mentioned in art. 1 are prohibited if any of the following situations are established: II - direct or indirect participation, by the independent auditor, technical manager, director, manager, supervisor, or any other member with a management function in the team involved in the aud…
Art. 3. The hiring and maintenance of an independent auditor by consortium administrators and payment institutions mentioned in art. 1 are prohibited if any of the following situations are established: III - existence of an active or passive operation contracted with the consortium administrator or the audited payment institution, with its holding company or with its affiliates, subsidiaries, o…
Art. 3. The hiring and maintenance of an independent auditor by consortium administrators and payment institutions mentioned in art. 1 are prohibited if any of the following situations are established: V - payment of fees and reimbursement of expenses of the independent auditor, relating to the base year of the financial statements subject to audit, by the consortium administrator or the audite…
§ 1. The establishment of the situations described in the caput, with respect to the network firm to which the independent auditor belongs, also implies a prohibition on its hiring and maintenance.
§ 3. The prohibition referred to in item III of the caput does not apply to operations carried out under conditions compatible with market conditions, including regarding limits, interest rates, grace periods, terms, required guarantees, and criteria for risk classification for the purpose of establishing provisions for losses and write-offs as losses, without additional or differentiated b…
§ 4. The provisions of this article do not dispense consortium administrators, payment institutions, and independent auditors from verifying other situations that may affect the independence of the auditor.
§ 5. If at any time a situation is found that may affect the independence of the auditor, the consortium administrator or the payment institution must arrange for its regularization, which may imply the replacement of the independent auditor, without prejudice to the provisions of art. 6.
Art. 4. It is prohibited for consortium administrators or payment institutions mentioned in art. 1 to hire a technical manager, director, manager, supervisor, or any other member with a management function in the team involved in the audit work within the twelve months prior to hiring for a position related to services that constitute an impediment or incompatibility for the provision of indepe…
Art. 5. Independent auditors must prepare and adequately document their independence policy, which must be made available to the Central Bank of Brazil and to the audit committee of the audited institution, when installed, evidencing, in addition to the situations provided for in this Resolution, others that may affect their independence, as well as the internal control procedures adopted with …
Art. 8. Must constitute a statutory body called "audit committee": (Wording given, from 1/7/2023, by BCB Resolution No. 318, of 5/10/2023.)
b) Type 2 that have total assets, calculated according to the criteria and procedures embodied in the Accounting Standard of Institutions Regulated by the Central Bank of Brazil (Cosif), greater than 0.1% (one tenth of one percent) of the Gross Domestic Product (GDP) of Brazil; and [(Included, from 1/7/2023, by BCB Resolution No. 318, of 5/10/2023.)](https://www.bcb.gov.br/estabilidadefinanceira/…
§ 2. The audit committee of the institutions mentioned in the caput and in § 1 is responsible for fulfilling the duties and responsibilities provided for in this Resolution, with respect to the other institutions authorized to operate by the Central Bank of Brazil that are part of the prudential conglomerate.
§ 4. The institutions mentioned in items I, II, and III of the caput that are part of a prudential conglomerate whose leader institution constitutes an audit committee in accordance with this Resolution are exempt from constituting their own audit committee.
§ 5. Institutions required to constitute an audit committee must have it fully operational until March 31 of the fiscal year following the fiscal year in which it fell under the criteria referred to in items I, II, and III of the caput.
I - not be and not have been in the last twelve months: a) director of the consortium administrator or payment institution, of its holding company or of its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly;
I - not be and not have been in the last twelve months: b) employee of the consortium administrator or payment institution, of its holding company or of its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly;
I - not be and not have been in the last twelve months: c) technical manager, director, manager, supervisor, or any other member with a management function in the team involved in the audit work in the consortium administrator or payment institution; and
I - not be and not have been in the last twelve months: d) member of the fiscal council of the consortium administrator or payment institution, of its holding company or of its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly;
Art. 9. The audit committee must be composed of at least three members, who must observe, in addition to the conditions for holding positions in statutory bodies of institutions authorized to operate by the Central Bank of Brazil, according to specific regulation, the following conditions: II - not be spouse, partner, or relative in the direct line, collateral line, or by affinity, up to the se…
Art. 9. The audit committee must be composed of at least three members, who must observe, in addition to the conditions for holding positions in statutory bodies of institutions authorized to operate by the Central Bank of Brazil, according to specific regulation, the following conditions: III - not receive any other type of remuneration from the consortium administrator or payment institution,…
Art. 9. The audit committee must be composed of at least three members, who must observe, in addition to the conditions for holding positions in statutory bodies of institutions authorized to operate by the Central Bank of Brazil, according to specific regulation, the following conditions: IV - not hold positions, in particular, on advisory, administrative, or fiscal boards, in companies that m…
§ 1. In consortium administrators and payment institutions registered as publicly held companies, at least one of the members of the audit committee must be a member of the board of directors who does not participate in the executive board.
§ 2. In consortium administrators or payment institutions that are not registered as publicly held companies, it is permitted for members of the audit committee to also be directors of the institution, provided that these constitute less than half of the total number of members of the committee.
§ 3. The institution required to use Cosif in accordance with art. 1, caput, item I, of BCB Resolution No. 92, of May 6, 2021, that is not registered as a publicly held company and that, according to specific regulation, is a leader of a prudential conglomerate integrated by an institution registered as a publicly held company must observe one of the following alternatives for the constitutio…
I - constitution of a single committee for the prudential conglomerate composed exclusively of members who meet the provisions of the caput; or
II - constitution of a specific committee for institutions registered as publicly held companies, composed exclusively of members who meet the provisions of the caput, with the audit committee of the leader institution responsible for fulfilling the duties and responsibilities within the scope of the other institutions that do not constitute their own audit committee.
§ 4º In the event that a member of the audit committee is also a member of the executive board or the board of directors of the consortium administrator or payment institution, its holding company, or its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly, the option to receive remuneration for only one of the positions is permitted.
§ 5º At least one member of the audit committee, in addition to observing the provisions of the caput and, where applicable, § 1º, must possess proven knowledge in the accounting area that qualifies them for the role.
§ 6º The function of a member of the audit committee is non-delegable.
Art. 10. The mandate of the members of the audit committee must be for up to five years.
§ 1º A mandate of less than five years may be extended up to the limit established in the caput.
§ 2º Up to one-third of the members of the audit committee may have their mandate renewed, respecting the maximum period of consecutive stay of up to ten years, with the intermission provided in § 4º being waived.
§ 3º Regardless of the term of the mandate, under no circumstances shall the stay of a member in the audit committee be permitted for a period exceeding:
I - ten consecutive years, for up to one-third of the members; and
§ 4º A member of the audit committee may only return to such body in the same institution after a minimum of three years have elapsed from the end of their previous mandate.
I - establishing operational rules for its own functioning, which must be approved by the board of directors, formalized in writing, and made available to the respective shareholders or quota holders;
II - recommending to the board of directors or, in its absence, to the executive board, the entity to be contracted to provide independent audit services, as well as its remuneration, and the replacement of the service provider, if deemed necessary;
III - reviewing, prior to disclosure or publication, the individual and consolidated financial statements, annual and semi-annual, including the explanatory notes, the management report, and the independent auditor's report;
IV - evaluating the effectiveness of independent and internal audits, including regarding the verification of compliance with legal and regulatory provisions, as well as regulations and internal codes;
V - evaluating the compliance by the administration with the recommendations made by independent or internal auditors;
VI - establishing and disclosing procedures for receiving and handling information regarding non-compliance with legal and regulatory provisions, as well as regulations and internal codes, including specific procedures for protecting the provider and the confidentiality of the information;
VII - recommending to the executive board of the consortium administrator or payment institution the correction or improvement of policies, practices, and procedures identified within the scope of its duties;
VIII - meeting, at least quarterly, with the executive board of the consortium administrator or payment institution, with the independent auditor, and with internal audit to verify compliance with their recommendations or inquiries, including regarding the planning of their respective audit work, formalizing, in minutes, the contents of such meetings;
IX - meeting with the fiscal council and the board of directors to discuss policies, practices, and procedures identified within the scope of their respective competencies; and
X - monitoring and evaluating the independence of the independent auditor.
Art. 12. The audit committee may, within the scope of its duties, use the work of specialists.
The use of the work of specialists does not exempt the audit committee from its responsibilities.
Art. 13. The audit committee must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or suspicion of occurrence of the following situations: I - non-compliance with current laws and regulations that places the continuity of the consortium administrator or payment institution at risk;
Art. 13. The audit committee must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or suspicion of occurrence of the following situations: II - frauds of any value perpetrated by the administration of the consortium administrator or payment institution;
Art. 13. The audit committee must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or suspicion of occurrence of the following situations: III - relevant frauds perpetrated by employees of the consortium administrator or payment institution or third parties; or
Art. 13. The audit committee must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or suspicion of occurrence of the following situations: IV - errors that result in material misstatements in the financial statements of the consortium administrator or payment institution.
Art. 14. The audit committee, when installed, the independent auditor, and internal audit must maintain between themselves a routine of immediate communication upon identification of the situations mentioned in Art. 13.
Art. 15. The audit committee must prepare, for the financial statements relating to periods ending on June 30 and December 31, a report containing, at a minimum, the following information: I - activities performed within the scope of its duties, during the period;
Art. 15. The audit committee must prepare, for the financial statements relating to periods ending on June 30 and December 31, a report containing, at a minimum, the following information: II - description of recommendations presented to the executive board, highlighting those not accepted and their respective justifications;
Art. 15. The audit committee must prepare, for the financial statements relating to periods ending on June 30 and December 31, a report containing, at a minimum, the following information: III - description of other services provided by the independent auditor, or by a network firm, for the consortium administrator or payment institution during the base year of the financial statements subject to…
Art. 15. The audit committee must prepare, for the financial statements relating to periods ending on June 30 and December 31, a report containing, at a minimum, the following information: IV - description of situations in which there are significant divergences between the administration of the payment institution or consortium administrator, the independent auditors, and the audit committee, re…
Art. 15. The audit committee must prepare, for the financial statements relating to periods ending on June 30 and December 31, a report containing, at a minimum, the following information: V - evaluation of the effectiveness of the internal control systems of the consortium administrator or payment institution, with emphasis on compliance with current regulations and highlighting detected deficie…
Art. 15. The audit committee must prepare, for the financial statements relating to periods ending on June 30 and December 31, a report containing, at a minimum, the following information: VI - evaluation of the effectiveness of independent and internal audits, including regarding the verification of compliance with legal and regulatory provisions, as well as regulations and internal codes, with …

The first 60 of 133 are shown.

Against Circular No. 3192 — Regulates the provision of independent audit services for consortium administrators and their respective groups (2003-06-05)

94 new obligations · 1 changed obligation · 1 deadline changed · 6 changes of scope · 17 changes of who is bound · 6 not carried over

16 obligations are the same in both texts.

Changed (25)

Scope
Before
Art. 1. The financial statements, including explanatory notes, of consortium administrators and their respective groups must be audited by independent auditors registered with the Securities and Exchange Commission (CVM).
Now
Art. 2. The financial statements, including explanatory notes, individual and consolidated, annual, semi-annual, and interim, disclosed or published by consortium administrators and payment institutions mentioned in art. 1, by virtue of legal, regulatory, statutory, or contractual provisions, or voluntarily, must be audited by independent auditors registered with the Securities and Exchange Com…
Scope
Before
Art. 7. The hiring and maintenance of an independent auditor by consortium administrators are prohibited if any of the following situations are configured: I - occurrence of any hypotheses of impediment or incompatibility for the provision of independent audit services provided for in norms and regulations of the Securities and Exchange Commission (CVM), the CFC, or the Institute of Independent A…
Now
Art. 3. The hiring and maintenance of an independent auditor by consortium administrators and payment institutions mentioned in art. 1 are prohibited if any of the following situations are established: I - occurrence of any circumstances of impediment or incompatibility for the provision of independent audit services provided for in norms issued by the Securities and Exchange Commission or the …
Scope
Before
Art. 7. The hiring and maintenance of an independent auditor by consortium administrators are prohibited if any of the following situations are configured: II - direct or indirect shareholding by the independent auditor, technical manager, director, manager, supervisor, or any other member with a management function in the team involved in the audit work, in the audited entity or its affiliates;
Now
Art. 3. The hiring and maintenance of an independent auditor by consortium administrators and payment institutions mentioned in art. 1 are prohibited if any of the following situations are established: II - direct or indirect participation, by the independent auditor, technical manager, director, manager, supervisor, or any other member with a management function in the team involved in the aud…
Scope
Before
Art. 7. The hiring and maintenance of an independent auditor by consortium administrators are prohibited if any of the following situations are configured: III - existence of an active or passive operation with the consortium administrator or its affiliates, including through consortium groups administered by them, for which the independent auditor, technical manager, director, manager, superviso…
Now
Art. 3. The hiring and maintenance of an independent auditor by consortium administrators and payment institutions mentioned in art. 1 are prohibited if any of the following situations are established: III - existence of an active or passive operation contracted with the consortium administrator or the audited payment institution, with its holding company or with its affiliates, subsidiaries, o…
Who is bound
Before
Art. 7. The hiring and maintenance of an independent auditor by consortium administrators are prohibited if any of the following situations are configured: V - payment of fees and reimbursement of expenses of the independent auditor, related to the base year of the financial statements subject to audit, by the audited entity, alone or together with its affiliates, with representativeness equal to…
Now
Art. 3. The hiring and maintenance of an independent auditor by consortium administrators and payment institutions mentioned in art. 1 are prohibited if any of the following situations are established: V - payment of fees and reimbursement of expenses of the independent auditor, relating to the base year of the financial statements subject to audit, by the consortium administrator or the audite…
Who is bound
Before
Art. 7. The hiring and maintenance of an independent auditor by consortium administrators are prohibited if any of the following situations are configured: § 2. The provisions of this article do not dispense with the verification, by consortium administrators and independent auditors, of other situations that may affect independence.
Now
§ 4. The provisions of this article do not dispense consortium administrators, payment institutions, and independent auditors from verifying other situations that may affect the independence of the auditor.
Who is bound
Before
Art. 7. The hiring and maintenance of an independent auditor by consortium administrators are prohibited if any of the following situations are configured: § 3. If, at any time, the existence of a situation that may affect the independence of the auditor is found, consortium administrators must provide for its regularization, which may imply the replacement of the independent auditor, without pre…
Now
§ 5. If at any time a situation is found that may affect the independence of the auditor, the consortium administrator or the payment institution must arrange for its regularization, which may imply the replacement of the independent auditor, without prejudice to the provisions of art. 6.
Who is bound
Before
Art. 8. It is prohibited for consortium administrators to hire, for positions related to services that constitute an impediment or incompatibility for the provision of independent audit services, or that may allow influence on the administration of the consortium administrator, the technical manager, director, manager, supervisor, or any other member with a management function in the team involve…
Now
Art. 4. It is prohibited for consortium administrators or payment institutions mentioned in art. 1 to hire a technical manager, director, manager, supervisor, or any other member with a management function in the team involved in the audit work within the twelve months prior to hiring for a position related to services that constitute an impediment or incompatibility for the provision of indepe…
Who is bound
Before
Art. 9. The independent auditor must elaborate and adequately document their independence policy, which must be made available to the Central Bank of Brazil, evidencing, in addition to the situations provided for in this regulation, others that, at their discretion, may affect their independence, as well as the internal control procedures adopted to monitor, identify, and avoid their occurrence.
Now
Art. 5. Independent auditors must prepare and adequately document their independence policy, which must be made available to the Central Bank of Brazil and to the audit committee of the audited institution, when installed, evidencing, in addition to the situations provided for in this Resolution, others that may affect their independence, as well as the internal control procedures adopted with …
Who is bound
Before
Art. 10. Consortium administrators must proceed to the replacement of the hired independent auditor, at the latest, after opinions have been issued regarding five complete fiscal years.
Now
Art. 6. Consortium administrators and payment institutions mentioned in art. 1 must proceed to the substitution of the technical manager, director, manager, supervisor, and any other member with a management function in the team involved in the audit work, after reports relating to five complete and consecutive fiscal years have been issued.
Who is bound
Before
§ 2. The re-hiring of an independent auditor can only be carried out after three years have elapsed, counted from the date of its replacement.
Now
Art. 7. Consortium administrators and payment institutions mentioned in art. 1 must observe a minimum interval of three complete fiscal years for the return of the technical manager, director, manager, supervisor, or any other member with a management function in the team involved in the audit work, counted from the date of substitution.
Who is bound
Before
Art. 15. The independent auditor must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or evidence of error or fraud represented by: I - non-compliance with legal and regulatory norms, which place the continuity of the audited entity at risk;
Now
Art. 13. The audit committee must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or suspicion of occurrence of the following situations: I - non-compliance with current laws and regulations that places the continuity of the consortium administrator or payment institution at risk;
Who is bound
Before
Art. 15. The independent auditor must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or evidence of error or fraud represented by: II - frauds of any value perpetrated by the administration of the consortium administrator;
Now
Art. 13. The audit committee must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or suspicion of occurrence of the following situations: II - frauds of any value perpetrated by the administration of the consortium administrator or payment institution;
Who is bound
Before
Art. 15. The independent auditor must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or evidence of error or fraud represented by: III - relevant frauds perpetrated by employees of the entity or third parties;
Now
Art. 13. The audit committee must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or suspicion of occurrence of the following situations: III - relevant frauds perpetrated by employees of the consortium administrator or payment institution or third parties; or
Who is bound
Before
Art. 15. The independent auditor must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or evidence of error or fraud represented by: IV - errors that result in relevant misstatements in the financial statements of the entity.
Now
Art. 13. The audit committee must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or suspicion of occurrence of the following situations: IV - errors that result in material misstatements in the financial statements of the consortium administrator or payment institution.
Who is bound
Before
Art. 15. The independent auditor must formally communicate to the Central Bank of Brazil, within a maximum period of three business days from identification, the existence or evidence of error or fraud represented by: § 2. The independent auditor and internal audit must maintain, between themselves, immediate communication upon the identification of the events provided for in this article.
Now
Art. 14. The audit committee, when installed, the independent auditor, and internal audit must maintain between themselves a routine of immediate communication upon identification of the situations mentioned in Art. 13.
Who is bound
Before
Art. 11. The hiring or maintenance of an independent auditor by consortium administrators is conditioned on the approval of the technical manager, director, manager, supervisor, or any other member with a management function in the team involved in audit work, in a certification exam organized by the CFC together with Ibracon.
Now
Art. 19. The hiring or maintenance of independent audit by consortium administrators and payment institutions mentioned in Art. 1º is conditioned to the qualification of the technical manager, director, manager, supervisor, and any other member, with a management role, of the team involved in the audit work.
Deadline
Before
§ 2. The formality provided for in the main text must be renewed with a frequency not exceeding five years, counted from the date of the last qualification.
Now
I - approval in a new certification exam provided for in § 1º within a period not exceeding three years from the last approval; or
Scope
Before
Art. 13. The independent auditor must elaborate, as a result of the audit work performed on consortium administrators and the respective groups administered by them, the following reports: II - report on the evaluation of the quality and adequacy of the internal control system, including electronic data processing systems and risk management systems, evidencing identified deficiencies;
Now
b) internal control systems report, including electronic data processing systems and risk management systems, which have, or may come to have, relevant effects on the financial statements or on the operations of the audited institution, highlighting identified deficiencies; and
Who is bound
Before
Art. 13. The independent auditor must elaborate, as a result of the audit work performed on consortium administrators and the respective groups administered by them, the following reports: § 2. Consortium administrators, as well as their respective independent auditors, must keep available to the Central Bank of Brazil, for a minimum period of five years, or for a longer period due to express det…
Now
§ 4º The reports mentioned in item II of the caput, as well as the audit documentation, must be kept available to the Central Bank of Brazil for a minimum of five years, or for a longer period due to express determination by this agency.
What must be done
Before
Art. 3. Consortium administrators must provide the independent auditor with all data, information, and conditions necessary for the effective performance of their services, as well as the management letter, in accordance with the standards of the Federal Accounting Council (CFC).
Now
Art. 22. The consortium administrators and payment institutions mentioned in Art. 1º must provide the independent auditor with the formal representation of the administration, in accordance with the audit standards defined by the Federal Accounting Council, as well as the data, information, and conditions necessary for the effective provision of audit services.
Who is bound
Before
Art. 16. The board of directors of the consortium administrator must formally communicate to the independent auditor, within a maximum period of 24 hours from identification, the occurrence of the events referred to in Article 15.
Now
Art. 24. The executive board of the consortium administrators and payment institutions mentioned in Art. 1º must formally communicate to the independent auditor and the audit committee, when installed, within a maximum period of twenty-four hours from identification, the existence or suspicion of occurrence of the situations mentioned in Art. 13.
Who is bound
Before
Art. 5. Consortium administrators must designate a technically qualified director or managing partner to answer, before the Central Bank of Brazil, for the monitoring, supervision, and compliance with the accounting and audit norms and procedures provided for in current legislation.
Now
Art. 25. The consortium administrators and payment institutions mentioned in Art. 1º that do not have an audit committee established under the terms of this Resolution must designate before the Central Bank of Brazil a director responsible for compliance with the standards and procedures for independent audit provided for in current regulations.
Who is bound
Before
The designated administrator will be held responsible, vis-à-vis third parties, for the information provided and, primarily, before the Central Bank of Brazil, for situations indicating fraud, negligence, imprudence, or incompetence in the exercise of their functions, without prejudice to the application of penalties provided for in current legislation.
Now
The designated director is responsible for the information provided and for the occurrence of situations indicating fraud, negligence, imprudence, or incompetence in the exercise of their functions, without prejudice to the application of penalties provided for in current legislation.
Scope
Before
Art. 20. In addition to the provisions of this regulation, the independent auditor must observe the norms, regulations, and procedures of the Securities and Exchange Commission (CVM), the CFC, and Ibracon regarding: V - continuing education program, including provision of specific activities related to independent audit in financial institutions.
Now
V - continuing education program, including specific activities related to independent audit in institutions authorized to operate by the Central Bank of Brazil.

New in this text (94)

§ 3. The prohibition referred to in item III of the caput does not apply to operations carried out under conditions compatible with market conditions, including regarding limits, interest rates, grace periods, terms, required guarantees, and criteria for risk classification for the purpose of establishing provisions for losses and write-offs as losses, without additional or differentiated b…
Art. 8. Must constitute a statutory body called "audit committee": (Wording given, from 1/7/2023, by BCB Resolution No. 318, of 5/10/2023.)
b) Type 2 that have total assets, calculated according to the criteria and procedures embodied in the Accounting Standard of Institutions Regulated by the Central Bank of Brazil (Cosif), greater than 0.1% (one tenth of one percent) of the Gross Domestic Product (GDP) of Brazil; and [(Included, from 1/7/2023, by BCB Resolution No. 318, of 5/10/2023.)](https://www.bcb.gov.br/estabilidadefinanceira/…
§ 2. The audit committee of the institutions mentioned in the caput and in § 1 is responsible for fulfilling the duties and responsibilities provided for in this Resolution, with respect to the other institutions authorized to operate by the Central Bank of Brazil that are part of the prudential conglomerate.
§ 4. The institutions mentioned in items I, II, and III of the caput that are part of a prudential conglomerate whose leader institution constitutes an audit committee in accordance with this Resolution are exempt from constituting their own audit committee.
§ 5. Institutions required to constitute an audit committee must have it fully operational until March 31 of the fiscal year following the fiscal year in which it fell under the criteria referred to in items I, II, and III of the caput.
I - not be and not have been in the last twelve months: a) director of the consortium administrator or payment institution, of its holding company or of its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly;
I - not be and not have been in the last twelve months: b) employee of the consortium administrator or payment institution, of its holding company or of its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly;
I - not be and not have been in the last twelve months: c) technical manager, director, manager, supervisor, or any other member with a management function in the team involved in the audit work in the consortium administrator or payment institution; and
I - not be and not have been in the last twelve months: d) member of the fiscal council of the consortium administrator or payment institution, of its holding company or of its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly;
Art. 9. The audit committee must be composed of at least three members, who must observe, in addition to the conditions for holding positions in statutory bodies of institutions authorized to operate by the Central Bank of Brazil, according to specific regulation, the following conditions: II - not be spouse, partner, or relative in the direct line, collateral line, or by affinity, up to the se…
Art. 9. The audit committee must be composed of at least three members, who must observe, in addition to the conditions for holding positions in statutory bodies of institutions authorized to operate by the Central Bank of Brazil, according to specific regulation, the following conditions: III - not receive any other type of remuneration from the consortium administrator or payment institution,…
Art. 9. The audit committee must be composed of at least three members, who must observe, in addition to the conditions for holding positions in statutory bodies of institutions authorized to operate by the Central Bank of Brazil, according to specific regulation, the following conditions: IV - not hold positions, in particular, on advisory, administrative, or fiscal boards, in companies that m…
§ 1. In consortium administrators and payment institutions registered as publicly held companies, at least one of the members of the audit committee must be a member of the board of directors who does not participate in the executive board.
§ 2. In consortium administrators or payment institutions that are not registered as publicly held companies, it is permitted for members of the audit committee to also be directors of the institution, provided that these constitute less than half of the total number of members of the committee.
§ 3. The institution required to use Cosif in accordance with art. 1, caput, item I, of BCB Resolution No. 92, of May 6, 2021, that is not registered as a publicly held company and that, according to specific regulation, is a leader of a prudential conglomerate integrated by an institution registered as a publicly held company must observe one of the following alternatives for the constitutio…
I - constitution of a single committee for the prudential conglomerate composed exclusively of members who meet the provisions of the caput; or
II - constitution of a specific committee for institutions registered as publicly held companies, composed exclusively of members who meet the provisions of the caput, with the audit committee of the leader institution responsible for fulfilling the duties and responsibilities within the scope of the other institutions that do not constitute their own audit committee.
§ 4º In the event that a member of the audit committee is also a member of the executive board or the board of directors of the consortium administrator or payment institution, its holding company, or its affiliates, subsidiaries, or jointly controlled entities, directly or indirectly, the option to receive remuneration for only one of the positions is permitted.
§ 5º At least one member of the audit committee, in addition to observing the provisions of the caput and, where applicable, § 1º, must possess proven knowledge in the accounting area that qualifies them for the role.
§ 6º The function of a member of the audit committee is non-delegable.
Art. 10. The mandate of the members of the audit committee must be for up to five years.
§ 1º A mandate of less than five years may be extended up to the limit established in the caput.
§ 2º Up to one-third of the members of the audit committee may have their mandate renewed, respecting the maximum period of consecutive stay of up to ten years, with the intermission provided in § 4º being waived.
§ 3º Regardless of the term of the mandate, under no circumstances shall the stay of a member in the audit committee be permitted for a period exceeding:
I - ten consecutive years, for up to one-third of the members; and
II - five consecutive years for the remaining members.
§ 4º A member of the audit committee may only return to such body in the same institution after a minimum of three years have elapsed from the end of their previous mandate.
I - establishing operational rules for its own functioning, which must be approved by the board of directors, formalized in writing, and made available to the respective shareholders or quota holders;
II - recommending to the board of directors or, in its absence, to the executive board, the entity to be contracted to provide independent audit services, as well as its remuneration, and the replacement of the service provider, if deemed necessary;
V - evaluating the compliance by the administration with the recommendations made by independent or internal auditors;
VI - establishing and disclosing procedures for receiving and handling information regarding non-compliance with legal and regulatory provisions, as well as regulations and internal codes, including specific procedures for protecting the provider and the confidentiality of the information;
VII - recommending to the executive board of the consortium administrator or payment institution the correction or improvement of policies, practices, and procedures identified within the scope of its duties;
VIII - meeting, at least quarterly, with the executive board of the consortium administrator or payment institution, with the independent auditor, and with internal audit to verify compliance with their recommendations or inquiries, including regarding the planning of their respective audit work, formalizing, in minutes, the contents of such meetings;
IX - meeting with the fiscal council and the board of directors to discuss policies, practices, and procedures identified within the scope of their respective competencies; and
X - monitoring and evaluating the independence of the independent auditor.
Art. 12. The audit committee may, within the scope of its duties, use the work of specialists.
The use of the work of specialists does not exempt the audit committee from its responsibilities.
Art. 15. The audit committee must prepare, for the financial statements relating to periods ending on June 30 and December 31, a report containing, at a minimum, the following information: I - activities performed within the scope of its duties, during the period;
Art. 15. The audit committee must prepare, for the financial statements relating to periods ending on June 30 and December 31, a report containing, at a minimum, the following information: II - description of recommendations presented to the executive board, highlighting those not accepted and their respective justifications;
Art. 15. The audit committee must prepare, for the financial statements relating to periods ending on June 30 and December 31, a report containing, at a minimum, the following information: III - description of other services provided by the independent auditor, or by a network firm, for the consortium administrator or payment institution during the base year of the financial statements subject to…
Art. 15. The audit committee must prepare, for the financial statements relating to periods ending on June 30 and December 31, a report containing, at a minimum, the following information: IV - description of situations in which there are significant divergences between the administration of the payment institution or consortium administrator, the independent auditors, and the audit committee, re…
Art. 15. The audit committee must prepare, for the financial statements relating to periods ending on June 30 and December 31, a report containing, at a minimum, the following information: V - evaluation of the effectiveness of the internal control systems of the consortium administrator or payment institution, with emphasis on compliance with current regulations and highlighting detected deficie…
Art. 15. The audit committee must prepare, for the financial statements relating to periods ending on June 30 and December 31, a report containing, at a minimum, the following information: VII - evaluation of the quality of the financial statements relating to the respective periods, with emphasis on the application of accounting practices adopted in Brazil and compliance with standards issued by…
Art. 15. The audit committee must prepare, for the financial statements relating to periods ending on June 30 and December 31, a report containing, at a minimum, the following information: § 1º The audit committee must keep the audit committee report available to the Central Bank of Brazil and the board of directors for a minimum period of five years, calculated from its preparation.
Art. 15. The audit committee must prepare, for the financial statements relating to periods ending on June 30 and December 31, a report containing, at a minimum, the following information: § 2º The consortium administrators and payment institutions mentioned in Art. 1º must disclose, together with their individual and consolidated financial statements, semi-annual and annual, a summary of the aud…
I - may occur only if the consortium administrator or payment institution no longer meets the criteria defined in Art. 8º;
II - is conditioned to the fulfillment of its duties regarding the fiscal years in which its operation is required; and
III - depends on prior authorization from the Central Bank of Brazil.
Art. 17. The consortium administrators and payment institutions mentioned in Art. 1º must create adequate conditions for the functioning of the audit committee.
§ 1º The number of members of the audit committee and the criteria for appointment and dismissal of its members must be expressed in the bylaws or articles of association of the consortium administrator and payment institution.
§ 2º The duties of the audit committee and the criteria for remuneration and term of office of its members must be expressed in a specific regulation maintained by the institution and made available to the Central Bank of Brazil.
§ 3º The audit committee must report directly to the board of directors or, in its absence, to the executive board of the consortium administrator or payment institution.
§ 1º The qualification referred to in the caput depends on approval in a certification exam organized by the Federal Accounting Council jointly with the Institute of Independent Auditors of Brazil or, in the case of institutions registered as public companies, by entities indicated by the Securities and Exchange Commission.
§ 2º The maintenance of qualification must be proven by:
II - exercise of independent audit activity in financial institutions or other institutions authorized to operate by the Central Bank of Brazil, combined with participation in a continuing professional education program that has, at a minimum, the following characteristics: a) minimum workload of one hundred and twenty hours for each three-year period, counting all courses eligible for the period…
II - exercise of independent audit activity in financial institutions or other institutions authorized to operate by the Central Bank of Brazil, combined with participation in a continuing professional education program that has, at a minimum, the following characteristics: b) predominance of topics related to operations carried out within the financial system or to activities applicable to indep…
§ 3º If the auditor ceases to exercise independent audit activities in the consortium administrators or payment institutions mentioned in Art. 1º for a period exceeding one year, the return to the functions of technical manager, director, manager, supervisor, or other management role of the team involved in audit work is conditioned:
I - in cases of absence for a period of less than three years: a) to new approval in a certification exam provided for in § 1º; or
I - in cases of absence for a period of less than three years: b) to compliance with continuing education requirements, with a minimum workload of two hundred and forty hours in the triennium immediately following their return, observing participation in at least forty hours per year; and

The first 60 of 94 are shown.

Not carried over (6)

Art. 2. The independent auditor may be an individual or a legal entity.
The responsibility of administrators for the information contained in the financial statements or other provided does not exempt the independent auditor from the responsibility related to the preparation of the reports required by this regulation or the audit opinion, nor does it relieve them of the adoption of adequate audit procedures.
Art. 7. The hiring and maintenance of an independent auditor by consortium administrators are prohibited if any of the following situations are configured: § 4. In the event of verification of any of the situations referred to in this article on the date of entry into force of this regulation, the consortium administrator must provide for regularization, which may imply the replacement of the ind…
§ 3. In the case of an auditor who has ceased to exercise the activities provided for in the main text for a period equal to or greater than one year, the maintenance of their qualification is subject to the renewal of the formality provided for in this article with a frequency not exceeding two years, counted from the return to said activities, observing the limit provided for in § 2.
Art. 13. The independent auditor must elaborate, as a result of the audit work performed on consortium administrators and the respective groups administered by them, the following reports: IV - others required by the Central Bank of Brazil.
Art. 18. The consortium administrator must register, in the respective minutes of the group's constitution, the name, address, and professional registration of those responsible for the hired independent audit and, in case of change, note in the minutes of the next assembly after the event the name of the new auditor.

“Not carried over” means the sentence has no counterpart in this text; the rule can still be in force in another text.

Resolution BCB No. 130 — Independent Audit Services for Institutions Regulated by the Central Bank of Brazil