11/03/2022
The Securities and Exchange Commission (“CVM”) issued on September 20th, 2022, the Resolution 168 (“Resolution CVM N. 168”), which approves amendments to Resolution 59 of December 22nd, 2021, and Resolution 80 of March 29th, 2022, with purpose to regulate provisions included in the Brazilian Corporate Law N. 6.404/76 (“Corporate Law”), as subsequently amended by Law 14.195/21 (“Business Environment Law”).
Resolution CVM N. 168 was issued by CVM after several manifestations collected by the autarchy by means of the Public Hearing No. 9/2021, and introduces the following main innovations:
(i) the allowance for the accumulation of functions of the chief executive officer and the chairman of the board of directors in small-sized publicly-held companies, understood as companies that have earned consolidated gross revenue lower than R$500,000,000.00 in the past fiscal year;
(ii) the provision for the non-application of plural voting in general shareholders meetings having as purpose to resolve on the transaction with related parties that must be disclosed under the terms of Annex F of Resolution CVM N. 80, which provides for the mandatory disclosure by securities issuers of certain transactions among related parties;
(iii) the mandatory participation of an independent member in the composition of the board of directors of publicly-held companies that cumulatively comply with the following requirements: (a) are enrolled in in category A; (b) hold securities admitted to be traded on the stock exchange by an organized market management entity; and (c) have outstanding shares or share deposit certificates. In addition, the minimum number of independent members must correspond to 20% (twenty percent) of the total number of elected members of the board;
Resolution CVM N. 168 came into force on October 3rd, 2022, and it was inspired by the methodology used by the World Bank, which, , according to CVM’s Chief Executive Officer, João Pedro Nascimento, seeks to contribute to the improvement of the business environment and practices of corporate governance without increasing costs for companies.
