Resolution No. 2.645

RESOLUTION No. 002645 ------------------- 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 the form of art. 9 of Law No. 4.595, of 31 December 1964, makes public that the NATIONAL MONETARY COUNCIL, in a session held on 22 September 1999, based on art. 10, item XI, of the aforementioned Law, renumbered in the form of art. 19 of Law No. 7.730, of 31 January 1989, and having in view the provisions of art. 9 of Law No. 9.447, of 14 March 1997, R E S O L V E D: Art. 1 The investiture 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 approved by the said Autarchy, which is responsible for analyzing the respective processes and making decisions it deems convenient to the public interest. 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 instructed with the documentation defined by that Autarchy. Paragraph 2 The provisions of this Resolution do not apply to federal public financial institutions, whose administrators are chosen in accordance with current legislation. Art. 2 The basic conditions for the exercise of the positions referred to in art. 1, in addition to others required by current legislation and regulations, are: I - to have an unblemished reputation; II - to be resident in the Country, in the cases of director, managing partner and fiscal council member; III - not to be impeded 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 prevents, even temporarily, access to public positions; IV - not to be declared disqualified for administration positions in the institutions referred to in art. 1 of this Resolution or in other institutions subject to authorization, control and supervision by organs and entities of direct and indirect public administration, including private pension entities, insurance companies, capitalization companies and publicly traded companies. V - not to be responsible, nor any company of which he is a controller or administrator, for pending issues related to protest of securities, judicial collections, issuance of bounced checks, default on obligations and other similar occurrences or circumstances; VI - not to be declared bankrupt or insolvent, nor to have participated in the administration or controlled a concordat or insolvent firm or company. Sole paragraph. In the case of elected or appointed persons falling under items V and VI, the Central Bank
of Brazil may analyze the individual situation of the applicants, with a view to assessing the possibility of accepting the approval of their names. Art. 3 Proof of compliance with the conditions set forth in art. 2 shall be made by means of a declaration signed by the applicants. Paragraph 1 The acts of election or appointment of members of statutory bodies must expressly state that the applicants meet the conditions set forth in this Resolution. Paragraph 2 The approval, by the Central Bank of Brazil, of names for the exercise of the positions referred to in art. 1 does not exempt the elected or appointed persons, the institution, its controllers and administrators from responsibility for the veracity of the information provided in the approval process. Art. 4 It is a condition for the exercise of the positions of director and managing partner of the institutions referred to in art. 1 to possess technical capacity compatible with the position for which he was elected or appointed, and the following minimum requirements must be observed cumulatively: I - to be a graduate of a higher education course, taken in the Country or abroad; II - to have exercised, in the last five years, managerial positions: a) for at least two years, in institutions that are part of the National Financial System; b) for at least four years, in the financial area of other entities holding net equity not less than the minimum limits of paid-in capital and net equity required by regulation for the institution for which he was elected or appointed. Sole paragraph. Exceptions are made, in relation to the requirements of items I and II of this article, without prejudice to the condition established in the caput: I - directors and managing partners in office; II - former administrators who have exercised positions of director or managing partner in institutions of the National Financial System for more than five years, except in credit unions; III - applicants for positions in credit unions and in microentrepreneur credit societies. Art. 5 In the cases of elected or appointed persons for positions of director or managing partner, whose names have not been previously approved for said positions by the Central Bank of Brazil, as well as those approved only for positions in credit unions or in microentrepreneur credit societies, a statement of purpose must be published with a view to the intended approval. Paragraph 1 Those elected or appointed for positions of director or managing partner in credit unions and in microentrepreneur credit societies are exempt from the publication referred to in this article. Paragraph 2. The Central Bank of Brazil may, if it deems necessary, adopt the following measures regarding the declaration referred to in this article, both in isolated cases and through general rules and procedures: I - determine its publication in the case of those elected or appointed to any positions, and also in the case of those whose names have already been previously
approved by the said Authority; 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 approval process; III - proceed with its disclosure by any means. Art. 6. The Central Bank of Brazil may: I - at its discretion, request additional documents and information deemed necessary for the proper conduct of the approval process, as well as summon elected or appointed individuals for interviews, in order to obtain full conditions of analysis regarding the requirements demanded for the exercise of the intended positions; II - approve the names of elected or appointed individuals for the exercise of positions referred to in art. 4 that, although not meeting the requirements established in that article, present, in the judgment of the mentioned Authority, technical capacity conditions compatible with the exercise of the intended positions. Art. 7. The sixty-day period referred to in art. 33, paragraph 1, of Law No. 4.595, of 1964, shall be counted from the date on which the process is considered fully documented. Sole paragraph. In cases where publication of the statement of purpose referred to in art. 5 is required, the process may only be considered documented, among other conditions deemed necessary, after the period established by the Central Bank of Brazil for receiving objections from the public. Art. 8. If, at any time, it is found that the applicable requirements are not met by holders of statutory positions in the institutions referred to in art. 1, the Central Bank of Brazil may, at its discretion, revoke the act that granted approval of the name of the elected or appointed individual, as well as determine the initiation of the corresponding administrative process. Sole paragraph. Any temporary removal of a member of a statutory body of the institutions referred to in art. 1, determined on the occasion of a process initiated in accordance with current legislation, does not exclude the removed individual from the scope of the prohibitions applicable to serving members. Art. 9. The Central Bank of Brazil shall disclose the names of the elected or appointed individuals approved in the approval processes. Art. 10. The provisions of Resolution No. 1.763, of 31 October 1990, apply to processes filed with the Central Bank of Brazil prior to the date of entry into force of this Resolution. Art. 11. The Central Bank of Brazil is authorized to issue the rules and adopt the measures deemed necessary for the execution of the provisions of this Resolution. Art. 12. This Resolution enters into force on the date of its publication. Art. 13. Resolution No. 1.763, of 1990, is revoked, and the regulatory basis of Circular No. 1.958, of 10 May 1991, shall become this Resolution. Brasília, 22 September 1999 Arminio Fraga Neto President