Resolution CMN No. 3041 — Establishes Conditions for Holding Positions in Statutory Bodies of Financial Institutions and Other Institutions Authorized by the Central Bank of Brazil

RESOLUTION NO. 3041

Establishes conditions for the exercise of positions in statutory bodies of financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

THE CENTRAL BANK OF BRAZIL, in accordance with Article 9 of Law 4,595 of December 31, 1964, makes public that the National Monetary Council, in a session held on November 28, 2002, based on Article 10, item XI, of the aforementioned law, renumbered in accordance with Article 19 of Law 7,730 of January 31, 1989, and considering the provisions of Article 9 of Law 9,447 of March 14, 1997,

RESOLVES:

Article 1. The appointment and exercise of positions in statutory bodies of financial institutions and other institutions authorized to operate by the Central Bank of Brazil are exclusive to persons whose election or appointment has been homologated by said Autarchy, which is responsible for analyzing the respective processes and taking the decisions it deems convenient for the public interest.

Sole Paragraph 1. The acts of election or appointment of members of statutory bodies must be submitted for approval by the Central Bank of Brazil within a maximum period of fifteen days from their occurrence, duly accompanied by the documentation defined by said Autarchy.

Paragraph 2. The provisions of this article do not apply to members of statutory bodies of federal public financial institutions, chosen in accordance with current legislation, whose acts of election or appointment must be communicated to the Central Bank of Brazil within a maximum period of fifteen days from their occurrence.

Article 2. The basic conditions for exercising the positions referred to in Article 1, in addition to other requirements established by legislation and current regulations, are:

I - to have an unblemished reputation;

II - to be a resident of the country, in the cases of director, managing partner, and fiscal council member;

III - not to be barred by special law, nor convicted of bankruptcy crime, tax evasion, prevarication, active or passive corruption, extortion, embezzlement, against the popular economy, public faith, property, or the National Financial System, or sentenced to a criminal penalty that bars, even temporarily, access to public positions;

IV - not to be declared ineligible or suspended from exercising positions of board member, director, or managing partner in the institutions referred to in Article 1 or in other institutions subject to authorization, control, and supervision by bodies and entities of the direct and indirect public administration, including complementary pension entities, insurance companies, capitalization societies, and publicly held companies.

V - not to be subject to, nor any company of which they are a controlling shareholder or administrator, to pending matters regarding protest of instruments, judicial collections, issuance of bad checks, default on obligations, and other analogous occurrences or circumstances;

VI - not to be declared bankrupt or insolvent, nor to have participated in the administration or controlled a firm or society undergoing judicial reorganization or insolvent.

Sole Paragraph. In the case of elected or appointed persons who do not meet the provisions of the caput, items V and VI, the Central Bank of Brazil may analyze the individual situation of the candidates, with a view to evaluating the possibility of accepting the homologation of their names.

Article 3. The proof of compliance with the conditions set forth in Article 2 must be carried out through a declaration signed by the candidates for positions in the statutory bodies of the institutions referred to in Article 1, accompanied by authorizations:

I - to the Federal Revenue Secretariat, for the provision, to the Central Bank of Brazil, of a copy of the income, assets and rights, and debts and real burdens declaration, relating to the last three fiscal years, for exclusive use in the respective process;

II - to the Central Bank of Brazil, for access to information about themselves contained in any public or private registration and information system.

Sole Paragraph. The approval, by the Central Bank of Brazil, of names for the exercise of the positions referred to in Article 1 does not exempt the elected or appointed persons, the institution, its controlling shareholders and administrators, from responsibility for the veracity of the information provided in the homologation process.

Article 4. It is also a condition for exercising the positions of board member, director, or managing partner of the institutions referred to in Article 1 to possess technical capacity compatible with the duties of the position for which they were elected or appointed.

Paragraph 1. The technical capacity referred to in the caput must be proven based on academic training, professional experience, or other relevant criteria, through a declaration, justified and signed by the institutions referred to in Article 1, submitted for evaluation by the Central Bank of Brazil, concurrently with the corresponding acts of election or appointment.

Paragraph 2. The declaration referred to in Paragraph 1 must contain the criteria used by the institution in the selection of its administrators.

Article 5. In the case of elected or appointed persons for positions of board member, director, or managing partner, whose names have not previously been homologated for said positions by the Central Bank of Brazil, or have been homologated for positions in credit cooperatives or in microentrepreneur credit societies, a statement of purpose must be published, with a view to the intended homologation.

Paragraph 1. The publication referred to in the caput is dispensed with for elected or appointed persons for positions of board member, director, or managing partner in credit cooperatives and in microentrepreneur credit societies.

Paragraph 2. The provisions of Paragraph 1 also apply to elected or appointed persons for positions of board member and director in state financial institutions in the process of transferring shareholding control to the Union, under the Program of Incentive to the Reduction of the Public Sector in Banking Activity - Proes, when there is a contract signed between the Union and the respective federative entity.

Paragraph 3. The Central Bank of Brazil may, if it deems necessary, adopt the following measures regarding the statement of purpose referred to in the caput, both in isolated cases and through general norms and procedures:

I - determine its publication in the case of elected or appointed persons for positions of board member, director, or managing partner, and also in the case of those whose names have already been previously homologated by said Autarchy;

II - establish the form and deadline for its publication, as well as the deadline for receiving objections from the public, with a view to the progress of the respective process;

III - proceed with its dissemination through the means it deems most appropriate.

Article 6. The Central Bank of Brazil may request additional documents and information deemed necessary for the proper conduct of the homologation process, as well as summon elected or appointed persons for interviews, in order to obtain full conditions for analysis regarding the requirements required for the exercise of the intended positions.

Article 7. The sixty-day period referred to in Article 33, Paragraph 1, of Law 4,595 of December 31, 1964, must be counted from the date on which the process is considered fully documented.

Sole Paragraph. In cases where the publication of the statement of purpose referred to in Article 5 is required, the process can only be considered documented, among other conditions deemed necessary, after the period established by the Central Bank of Brazil for the receipt of objections from the public.

Article 8. If, at any time, irregularities in the registration of administrators are found, or falsity in the declarations or documents presented in the documentation of the process, the Central Bank of Brazil may, at its discretion, revoke the act that granted the homologation of the name of the elected or appointed person, as well as determine the initiation of the corresponding administrative process.

Article 9. The temporary removal of a member of a statutory body of the institutions referred to in Article 1, determined during a process instituted in accordance with current legislation, does not exclude the removed person from the scope of the prohibitions applicable to members in office.

Article 10. The Central Bank of Brazil must publish the names of the elected or appointed persons approved in the homologation processes, using the means it deems most appropriate for this purpose.

Article 11. The provisions of Resolution 2,645 of September 22, 1999, apply to processes filed with the Central Bank of Brazil prior to January 2, 2003.

Article 12. The Central Bank of Brazil is authorized to issue norms and adopt measures deemed necessary for the execution of the provisions of this resolution.

Article 13. This resolution enters into force on the date of its publication, producing effects from January 2, 2003, when Resolutions 2,645 of September 22, 1999, and 2,726 of June 2, 2000, will be repealed, and the regulatory basis of Circulars 1,958 of May 10, 1991, and 2,932 of September 30, 1999, will be this resolution.

Brasília, November 28, 2002

Arminio Fraga Neto
President

--------------------------------------------------------------------- Note: Re-transmitted to correct Article 11.