The Corporate Relations Superintendence of the Brazil Securities Commission (CVM) published its Annual Circular Letter for 2025, setting out supervisory and procedural guidance for CVM-registered companies on submitting periodic and event-driven information and on key governance processes. The circular highlights the CVM’s risk-based supervision priorities for 2025-2026 and provides general guidance for different types of shareholders’ meetings, including expectations for the call notice, management proposal, resolutions and shareholder representation. For annual general meetings, it specifies information to be included in the call notice, summary and minutes. It also addresses multiple remote voting issues following changes to CVM Resolution 81 introduced by CVM Resolution 204, including extending remote voting rules to all meetings, reducing the number of companies subject to the remote voting regime, adjusting the flow for transmitting voting instructions, allowing additional physical participation locations, requiring justification for the chosen meeting format, evidencing uninterrupted share ownership, enabling remote participation of the chair and secretary in digital meetings, handling requests to install a fiscal council and use a remote voting ballot, and preparing voting maps. Additional topics include guidance on completing certain items of the Reference Form, communications on related-party transactions, information on acquisitions, sustainability-related financial information reporting, and CVM Resolution 223 on Accounting Pronouncement OCPC 10.
Brazil Securities Commission (CVM) 2025-02-27
Brazil Securities Commission issues Annual Circular Letter 2025 with guidance on shareholder meetings, remote voting and disclosure filings
The Brazil Securities Commission (CVM) issued its 2025 Annual Circular Letter, outlining supervisory and procedural guidance for CVM-registered companies. Key areas include risk-based supervision priorities, governance processes, and remote voting adjustments following CVM Resolutions 81 and 204. The letter also provides guidance on shareholder meetings, related-party transactions, acquisitions, sustainability reporting, and Accounting Pronouncement OCPC 10.