On December 7, 2020, the Brazilian Securities and Exchange Commission ("CVM") launched a public hearing on changes to Instruction 480/09, which provides for the registration of issuers of securities admitted to trading on regulated markets. The aim is to reduce the cost of compliance and improve the information regime for issuers of securities, with the inclusion of information that reflects social, environmental and corporate governance aspects.
The main amendments deal mainly with the content of the reference form, namely:
- Elimination of information already provided by issuers in other documents that must be made public, such as financial statements, bylaws and shareholders' agreements;
- Reduction, from three to one financial year, of the period to be covered by most of the information in the document;
- Reordering of the fields in the reference form, in order to make the sequence of information more intuitive;
- Exemption from disclosure of successive communications on related transactions involving related parties when performed on a routine basis, in the normal course of business and subject to the same approval process; and
- Harmonization between the reference form and the related party transaction reporting criteria statement.
The CVM also addressed the improvement of the provision of information related to environmental, social and governance aspects ("ESG"), in order to meet the growing demand of investors on this topic. In this regard, we highlight the following points:
- Greater emphasis on the disclosure of social, environmental and climate risk factors;
- Requirement for issuers to position themselves on the sustainable development objectives that are relevant in the context of their business;
- Requirement for issuers that do not disclose sustainability reports or do not adopt key performance indicators for environmental and social issues to explain why they do not do so ("practice-or-explain"); and
- Information about diversity in management positions and among employees of the issuers.
Contributions should be submitted by March 8, 2021 to the email [email protected].
Click here to access the full content of the public hearing. For further information, please contact our Capital Markets team ([email protected]).
