Continuing Certification Program

Transcription

1 ANBIMA Code of Regulation and Best Practices Continuing Certification Program

2 CHAPTER I - PURPOSE AND SCOPE Article 1 - The objective of this Code of Regulation and Best Practices for ANBIMA s Program ( Code ) is to establish principles and rules to be observed by the Participating Institutions identified below and engaged in the financial and capital markets, in order to permanently increase their professionals technical capacity, as well as for them to duly observe the standards of conduct in the performance of their activities. Article 2 - Compliance with the principles and rules herein shall be mandatory on Participating Institutions, so considered the institutions affiliated to the Brazilian Financial and Capital Markets Association - ANBIMA, as well as to any institution which, although not affiliated, expressly adheres hereto upon execution of the relevant Adhesion Agreement, always in strict observance of the procedures stated in Chapter II below. Sole Paragraph - Participating Institutions engaged in any activity governed by the certifications provided for by this Code are subject hereto. Article 3 - Participating Institutions subject to the regulatory and supervisory action of the Brazilian Monetary Board (CMN), the Brazilian Central Bank and the Brazilian Securities and Exchange Commission (CVM) expressly agree that proper Distribution of Investment Products in the Retail Market goes beyond the mere observance of statutory and regulatory norms applicable thereto, wherefor they also undertake to comply with the procedures stated in this Code. Sole Paragraph - This Code does not supersede the prevailing legislation and regulation, even if future norms enacted hereafter conflict with these provisions. In the event of incompatibility between the rules of this Code and those set out by the prevailing legislation or regulation, the specific conflicting provision of this Code shall be disregarded, without prejudice to the remaining rules herein stated. Article 4 - Participating Institutions shall ensure compliance herewith by all entities belonging to its economic conglomerate or financial group engaged in any of the activities governed hereby. Such undertaking does not amount to an acknowledgment, by Participating Institutions, of any liability assumed, joint and several, or to any transfer of liability between said institutions. However, all the mentioned entities shall be subject to the rules and principles stated in this Code. Sole Paragraph - For purposes of this Code, an entity is considered to belong to a same conglomerate or financial group when it controls, is controlled by, or is subject to the common control of Participating Institutions. CHAPTER II - ADHESION TO THIS CODE Article 5 - Non-member institutions wishing to adhere to this Code shall first undergo a process of analysis of mandatory requirements, to be conducted by ANBIMA S Executive Board, pursuant to ANBIMA Bylaws and website. Paragraph 1 - In order to adhere to this Code, all the institutions approved in the preliminary process under ANBIMA Bylaws and in the main clause herein must meet the following minimum requirements, the analysis of which shall be conducted by the Board of Regulation and Best Practices for ANBIMA s Program, referred to in Chapter X of this Code ( Board of Regulation and Best Practices ): I. Execution of the adhesion agreement, as per the model provided by ANBIMA, containing notarized signature and a clear indication of what certifications governed by this Code apply to its Professionals, as stated in Section 7 below; 1

3 II. Certified copy of the articles of incorporation and bylaws duly registered, and effective at the time of adhesion; III. Certified copy of the minutes of meeting or the corporate act, duly registered, through which the officer(s) or manager(s) signing the adhesion agreement was/were formally elected; IV. Indicate the number of Professionals already certified, and pending certification, who performed the activities provided for by this Code; and V. Indicate, by means of a letter duly signed by the same persons who signed the adhesion agreement, the person to be responsible for the relationship between the Participating Institution and ANBIMA, particularly for purposes of dealing with matters relative to this Code, and qualified to be granted a login and password to access the certification site s restricted area. Paragraph 2 - Adhesion shall be deemed effective following approval by the majority of members of the Board of Regulation and Best Practices, in that the institution shall have the right to enter into a compliance agreement ( Compliance Agreement ) whereby it shall agree to fully meet all the minimum requirements therein stated. Paragraph 3 - The Compliance Agreement may be executed by the relevant institution, at the sole discretion of the Board of Regulation and Best Practices, in the event of a temporary inability to meet all the minimum requirements under Paragraph 1 herein. Paragraph 4 - For purposes of this Code, institutions willing to sign the Compliance Agreement shall be deemed to be Participating Institutions, and failure to comply with the terms and deadlines stipulated in the Compliance Agreement shall subject them to the penalties imposed herein, following proceedings conducted under the ANBIMA Code of Regulation and Best Practices Proceedings. Paragraph 5 - Adhesion to this Code implies automatic adhesion to ANBIMA Code of Regulation and Best Practices Proceedings, which governs the conduction of sanctioning proceedings for determination of breaches committed against the rules set out by ANBIMA Codes of Regulation and Best Practices. Article 6 - Should a given Participating Institution wish to cancel its adhesion to this Code, it shall request such cancellation by means of a letter addressed to the Chairman of the Board of Regulation and Best Practices. Paragraph 1 - Cancellation of Participating Institutions adhesion shall not exempt them from their duty to comply with any pending obligations with the Association, nor shall it imply an interruption of any proceedings already in course for determination of any breach. Paragraph 2 - Even if the Participating Institution has already left the Association, it shall remain subject to the penalties that may be imposed by the Board of Regulation and Best Practices resulting from breaches occurred during the period of its adhesion to the Code. Paragraph 3 - In the event of cancellation of the Participating Institution s adhesion hereto, regardless of the reason for it, the institution must communicate such fact to its Professionals, and the cancellation shall only be deemed to be effective following production of evidence of such communication to ANBIMA. CHAPTER III - PRINCIPLES AND STANDARDS OF CONDUCT Article 7 - Participating Institutions, in the exercise of activities requiring specific certification under this Code, shall demand and supervise compliance therewith by their Professionals, which include all co-owners, partners, officers, employees and representatives, which shall be liable to ANBIMA for the actions, omissions and conducts of said Professionals, under the terms of this Code. 2

4 Sole Paragraph - Participating Institutions shall demand that all their Profissionals exercising activities which require specific certification obtain such certification and keep it valid and effective3, as stated herein. Article 8 - Participating Institutions shall observe the following principles and standard of conduct: I. Have a code of ethics and prove that their Professionals have adhered thereto; II. Ensure that their Professionals have unblemished reputation; III. Ensure that their Professionals are not (i) declared disqualified for positions in financial institutions and other entities authorized to function by the Brazilian Central Bank or the Brazilian Securities and Exchange Commission (CVM), the Brazilian Supplementary Insurance Superintendence PREVIC or the Brazilian Superintendence of Private Insurance - SUSEP; and (ii) subject to definitive penalty, along the past five (5) years, as a result of his or her conduct as manager or member of the audit committee of an entity subject to the control and supervision by the regulatory agencies mentioned above; IV. Make permanent efforts to improve its Professionals technical skills, by providing them with refresher courses on market practices, products available and applicable regulation; V. Keep high ethical standards, adopt transparent practices in doing business in the market and ban any practices considered as unfair competition and unequal business terms; VI. Disclose clear and unequivocal information to the market as to the risks and consequences that may arise from the products, Items and operating forms made available in the financial and capital markets; VII. Preserve confidential or privileged information disclosed as a result of the activities, except for any information demanded to be disclosed under the law or upon express authorization; and VIII. Take the formal actions necessary to obtain and maintain the relevant certification by the professionals exercising the eligible activities, according to the specific guidelines prepared by the Board of Regulation and Best Practices. Sole Paragraph - The formal procedures referred to in item VIII herein must state, at least: (i) the procedures for identification of Certified professionals upon their hiring or dismissal for purposes of updating details on the database managed by ANBIMA ( Database ); (ii) criteria determining the activities elegible for certification; (iii) rules for identification of elegibility of transferred professionals; (iv) process adopted to update certification, upon expiration thereof, for professionals operating in eligible activities; (v) procedures involving the leaving of eligible activities by professionals without due Certification or expired Certification; and (vi) updating procedure for information concerning professional in the Database as provided for in Article 33 of the Code. Article 9 - Participating Institutions shall also demand that their Profissionals perform the activities for which relevant certification is required upon due observance of the following standards of conduct: I. In respect of financial and capital markets in general: a. Maintain high ethical standards in conducting all the activities developed by them, as well as in their relationship with clients and other players operating in the financial and capital markets, regardless or the environment in which such activities are developed; b. Be familiar with and duly observe all the norms, laws and regulations, including ANBIMA s regulatory norms and best practices applicable to their professional activities, and cause their subordinates to observe and follow them; c. Ensure observance of equitable business practices in conducting financial and capital markets transactions; d. Reject facilitation of unlawful investments; e. Refuse to contribute to the promotion or circulation of false or inaccurate news or information on the financial and capital markets; f. Keep abreast of all issues and norms relative to their business in the financial and capital markets; 3

5 g. Refer to their certification in a manner that demonstrates its importance and seriousness, and explain its procedure and content, whenever possible; h. Refuse to take part in any business involving fraud, simulation, manipulation or distortion of prices, misrepresentation or harm to investors rights; i. Keep secret all confidential information which they have access to as a result of their business, except for any information whose disclosure is demanded by law or expressly authorized; and j. Provide no inaccurate information in respect of services they are able to provide, as well as in respect of their qualifications and academic titles and professional experience. II. III. In respect of Participating Institutions: a. Refuse to take part in independent activities that may directly or indirectly compete with their employees, except upon express authorization thereto; b. Inform their employer on the ownership of any securities or other investments that may influence or be influenced by their professional activity; c. Inform their employer of any additional values or benefits they may receive in the exercise of their professional activities, in addition to those received from their employer; d. Observe the restrictions imposed by their employer upon negotiation of securities in situations involving conflict of interests; e. Refrain from expressing their opinion to the extent that it may harm or adversely affect the image of the Participating Institution with which they are connected or of any other institution operating in the financial and capital markets; f. Avoid making declarations concerning investments for which other Participating Institutions and/or their Professionals are liable, except as required by their professional duties; and g. Keep secret all the confidential and privileged information relevant to the business owned by their employer to which they have access as a result of their functions in the Participating Institution, except for any information whose disclosure is demanded by law or expressly authorized. In respect of investors: a. Exercise utmost care when identifying and complying with the fiduciary duties involved in the professional management of third-parties assets, by prioritizing client s interests over interests of their own; b. Keep independence and objectivity in providing investment advice; c. Distinguish between facts and opinions, either personal or market, as regards the investments advised; d. Inform all clients, both effective and potential, about the basic standards and general principles governing the process concerning selection of securities and other investment Items in the professional management of third parties assets, as well as about any changes to these processes; e. Act in accordance with ethical principles and with transparency in any situation involving conflict of interests with clients; f. Inform clients of any possible remuneration or benefit they may receive from Participating Institutions as a result of their advice of investments; g. Upon conduction of their clients business, take all the precautionary measures that any diligent and honest person would take in managing their own business; and h. Instruct clients on the investments they intend to make, thereby avoiding practices that might be misleading. 4

6 CHAPTER IV - ANBIMA PROFESSIONAL CERTIFICATION SERIES 10 (CPA-10) Article 10 - CPA-10 is intended to certify Professionals of Participating Institutions engaged in the sale and distribution of investment products directly to investors, including in bank branches or Customer Service Platforms. Paragraph 1 - Investment products are so considered bonds, securities, including derivatives, provided by the Brazilian financial and capital markets. Paragraph 2 - Customer Service Platforms are so considered, for purposes hereof, any and all form of service provided to investors through Participating Institutions, including electronically and by telefone, where Professionals of Participating Institutions exercise the activities under CPA-10 or CPA-20, as the case may be. Paragraph 3 - Customer services exclusively intended to receive and execute clients orders are not encompassed by the concept mentioned in the main clause herein. Article 11 - Professionals of Participating Institutions shall not be allowed to exercise the activity described in the main clause of the previous Article if they lack the relevant certification as stated in this Article. Sole Paragraph - Professionals of Participating Institutions who are certified by entities which hold a certification agreement with ANBIMA or whose certification is recogized by ANBIMA as an equivalent certification, as published in the Association s communication channels, are excluded from the category under the main clause herein. The same is true for financial planners certified by the Brazilian Institute for Certification of Financial Professionals - IBCPF. Article 12 - CPA-10 shall be obtained upon approval of Professionals in specific examination. Paragraph 1 - The certification examination shall be conducted through a printed test or electronically, containing questions on subject matters deemed necessary to qualify Professionals, pursuant to the CPA-10 Detailed Program. Paragraph 2 - Professionals obtaining the minimum score of seventy percent (70%) in the examination shall be approved and thus be granted the certification. Article 13 - Subject to the previous Article, application procedures, schedule and places where the examination will be held, as well as the respective syllabus and other procedures relative thereto shall be defined in an Invitation for Examination, to be published on ANBIMA s website. Paragraph 1 - Profissionals may apply either through Participating Institutions or directly. Paragraph 2 - Applications for persons connected with institutions authorized to function by the Brazilian Central Bank or the CVM, which are not Participating Institutions, will only be accepted after said institution s adhesion hereto. Paragraph 3 - Other persons, including students not mentioned in the definitions of Paragraph 1 and Paragraph 2 herein, may apply individually and directly for certification examinations. Paragraph 4 - For purposes of this Code, one shall consider: I. As duly certified all Professionals who, cumulatively, maintain a professional relationship with a Participating Institution and who had achieved the minimum approval rate in the relevant certification examination. II. As approved all Professionals who achieve the minimum approval rate set for approval in the relevant certification examination. 5

7 Article 14 - The abovementioned CPA-10 obtained by Professionals of Participating Institutions shall be valid for five (5) years at the most, counted from the date of approval in the examination or from the completion of the recertification process under Chapter VII of this Code, as the case may be. Paragraph 1 - Certified Professionals who cease to maintain a professional relationship with any Participating Institution shall have their status automatically changed to Approved professional, in that their status of Certified professional shall be restored, provided that said certification is still valid (not expired), as soon as a new relationship is communicated to ANBIMA under Article 33. Paragraph 2 - In the case provided in Paragraph 1 herein, the new expiration date of the professional s certification shall be within three (3) years from the date of dismissal communicated to ANBIMA under Article 33, upon due observance of the maximum time-period of five (5) years, as stated in the main clause herein. Paragraph 3 - The CPA-10 obtained by a person maintaining no professional relationship with Participating Institutions shall be valid for no more than three (3) years from the date of approval in the examination or the conclusion of the recertification process under Chapter VII herein, as the case may be, in that the status of Certified professional will only be established as of a new relationship duly communicated to ANBIMA under Article 33. Paragraph 4 - No new application for the CPA-10 Examination may be made by any person, including Professionals connected with Participating Institutions, while the person remains holding the status of Certified professional or Approved professional. CHAPTER V - ANBIMA PROFESSIONAL CERTIFICATION SERIES 20 (CPA-20) Article 15 - The CPA-20 is intended to certify Professionals of Participating Institutions engaged in the sale and distribution of investment products directly to qualified investors, as well as to the private, corporate and institutional investors segments. Paragraph 1 - Investment products are so considered bonds, securities, including derivatives, provided by the Brazilian financial and capital markets. Paragraph 2 - Qualified investors are so considered those defined as such by the Brazilian Securities and Exchange Commission (CVM). Paragraph 3 - Profissionals of Participating Institutions exercising their activities at differentiated Customer Service Platforms designed exclusively for private, corporate and institutional investors customers, even if based on bank branches, must obtain the CPA-20. Paragraph 4 - Customer services exclusively intended to receive and execute clients orders are not encompassed by the concept of Customer Service Platforms. Paragraph 5 - Profissionals who obtain CPA-20 may exercise the activities for which a CPA-10 certification is required. Article 16 - Profissionals of Participating Institutions may not exercise the activities under the main clause of the previous Article if they do not obtain the relevant certification, under the terms provided in this Article. Sole Paragraph - Professionals of Participating Institutions who are certified by entities which hold a certification agreement with ANBIMA or whose certification is recogized by ANBIMA as an equivalent certification, as 6

8 published in the Association s communication channels, are excluded from the category under the main clause herein. The same is true for financial planners certified by the Brazilian Institute for Certification of Financial Professionals - IBCPF. Article 17 - The CPA-20 shall be obtained once a Professional is approved in a specific examination. Paragraph 1 - The certification examination shall be conducted through a printed test or electronically, containing questions on subject matters deemed necessary to qualify Professionals, pursuant to the CPA-20 Detailed Program. Paragraph 2 - Professionals obtaining the minimum score of seventy percent (70%) in the examination shall be approved and thus be granted the certification. Article 18 - Subject to the previous Article, the application procedures, schedule and places where the examination will be held, as well as the syllabus and other procedures concerning the certification examination shall be defined in an Invitation for Examination, to be published on ANBIMA s website. Paragraph 1 - Profissionals may apply either through Participating Institutions or directly. Paragraph 2 - Applications for persons maintaining relationship with institutions authorized to function by the Brazilian Central Bank or the CVM, which are not Participating Institutions, will only be accepted after said institution s adhesion hereto. Paragraph 3 - Other persons, including students not mentioned in the definitions of Paragraph 1 and Paragraph 2 herein, may apply individually and directly for certification examinations. Paragraph 4 - For purposes of this Code, one shall consider: I. As duly certified all Professionals who, cumulatively, maintain a professional relationship with a Participating Institution and who had achieved the minimum approval rate in the relevant certification examination. II. As approved all Professionals who achieve the minimum approval rate set for approval in the relevant certification examination. Article 19 - The abovementioned CPA-20 obtained by Professionals of Participating Institutions shall be valid for five (5) years at the most, counted from the date of approval in the examination or from the completion of the recertification process under Chapter VII of this Code, as the case may be. Paragraph 1 - Certified Professionals who cease to maintain a professional relationship with any Participating Institution shall have their status automatically changed to Approved professional, in that their status of Certified professional shall be restored, provided that said certification is still valid (not expired), as soon as a new relationship is communicated to ANBIMA under Article 33. Paragraph 2 - In the case provided in Paragraph 1 herein, the new expiration date of the professional s certification shall be within three (3) years from the date of dismissal communicated to ANBIMA under Article 33, upon due observance of the maximum time-period of five (5) years, as stated in the main clause herein. Paragraph 3 - The CPA-20 obtained by a person having no professional relationship with Participating Institutions shall be valid for no more than three (3) years from the date of approval in the examination or from the completion of the recertification process under Chapter VII herein, as the case may be, in that the status of Certified professional will only be established from a new relationship duly communicated to ANBIMA under Article 33. 7

9 Paragraph 4 - No new application for the CPA-20 Examination may be made by any person, including Professionals connected with Participating Institutions, while the person remains holding the status of certified professional or Approved professional. CHAPTER VI - CERTIFICATION OF INVESTMENTS SPECIALIST ANBIMA (CEA) Article 20 - The CEA is intended to ceritify Professionals of Participating Institutions providing assistance to managers of individual investors accounts in their investment planning, whereby they may indicate products from the financial and capital markets and from an open supplementary social security offered by their institution. Paragraph 1 - Professionals exclusively engaged in executing clients orders and Professionals who distribute only one specific type of product are not considered to be investment specialists. Paragraph 2 - Profissionals who obtain the CEA may exercise the activities for which CPA-10 and CPA-20 are required. Article 21 - Professionals of Participating Institutions may not be authorized to exercise the activity under the main clause of the previous Article if they lack the relevant certification, under the terms of this Article. Sole Paragraph - Professionals of Participating Institutions who are certified by entities which hold a certification agreement with ANBIMA or whose certification is recogized by ANBIMA as an equivalent certification, as published in the Association s communication channels, are excluded from the category under the main clause herein. The same is true for financial planners certified by the Brazilian Institute for Certification of Financial Professionals - IBCPF. Article 22 - The CEA shall be obtained upon approval of the Professional in a specific examination. Paragraph 1 - The certification examination shall be conducted through a printed test or electronically, containing questions on subject matters deemed necessary to qualify Professionals, pursuant to the CEA Detailed Program. Paragraph 2 - Professionals obtaining the minimum score of seventy percent (70%) in the examination shall be approved and thus be granted the certification. Article 23 - Subject to the previous Article, application procedures, schedule and places where the examination will be held, as well as the syllabus and other procedures concerning the certification examination shall be defined in an Invitation for Examination, to be published on ANBIMA s website. Paragraph 1 - Profissionals may apply either through the Participating Institutions or directly. Paragraph 2 - Applications for persons connected with institutions authorized to function by the Brazilian Central Bank or the CVM, which are not Participating Institutions, will only be accepted after said institution s adhesion hereto. Paragraph 3 - Other persons, including students, not mentioned in the definitions of Paragraph 1 and Paragraph 2 herein, may apply individually and directly for the certification examinations. Paragraph 4 - For purposes of this Code, one shall consider: I. As duly certified all Professionals who, cumulatively, maintain a professional relationship with a Participating Institution and who had achieved the minimum approval rate in the relevant certification examination. 8

10 II. As approved all Professionals who achieve the minimum approval rate set for approval in the relevant certification examination. Article 24 - The abovementioned CEA obtained by Professionals of Participating Institutions shall be valid for five (5) years at the most, counted from the date of approval in the examination or from the completion of the recertification process under Chapter VII of this Code, as the case may be. Paragraph 1 - Certified Professionals who cease to maintain a professional relationship with any Participating Institution shall have their status automatically changed to Approved professional, in that their status of Certified professional shall be restored, provided that said certification is still valid (not expired), as soon as a new relationship is communicated to ANBIMA under Article 33. Paragraph 2 - In the case provided in Paragraph 1 herein, the new expiration date of the professional s certification shall be within three (3) years from the date of dismissal communicated to ANBIMA under Article 33, upon due observance of the maximum time-period of five (5) years, as stated in the main clause herein. Paragraph 3 - The CEA obtained by a person having no professional relationship with Participating Institutions shall be valid for no more than three (3) years from the date of approval in the examination or from completion of the recertification process under Chapter VII herein, as the case may be, in that the status of Certified professional will only be established from a new relationship duly communicated to ANBIMA under Article 33. Paragraph 4 - No new application for the CEA Certification Examination may be made by any person, including Professionals connected with Participating Institutions, while the person remains under the status of Certified professional or Approved professional. CHAPTER VII - CPA-10, CPA-20 and CEA RECERTIFICATION PROCESS Article 25 - Participating Institutions shall cause their Professionals to take part in a recertification process under the Article below, in order to keep valid the certification obtained, upon due observance of each of their respective expiration dates. Article 26 - CPA-10, CPA-20 and CEA certifications held by Profissionals of Participating Institutions may undergo recertification through any of the following processes: I. Participation in training programs offered or validated by Participating Institutions, based on the whole or a substantial part of the Recertification Program (RP) promoted by ANBIMA for such specific purpose, provided that the training program be completed before the certification s expiration date; or II. A recertification examination, based on a Recertification Program (UP) promoted by ANBIMA for such specific purpose, provided that the application for the examination is made before the certification s expiration date. Paragraph 1 - Professionals intending to obtain recertification through the examination provided under Item II above may only apply for a recertification examination following thirty (30) months from the date of their approval. Paragraph 2 - Professionals still holding a valid CPA-10 on the date of the certification or applying for recertification of their CPA-20 shall have their CPA-10 automatically recertified, in that the new expiry date of their certifications shall be the CPA-20 expiry date. 9

11 Paragraph 3 - Professionals who still hold valid CPA-10 and/or CPA-20 certifications on the date of the certification or applying for recertification of their CEA shall have their CPA-10 and/or CPA-20 automatically recertified, in that the new expiry date of their certifications shall be the CAS expiry date. Paragraph 4 - Approved professionals, that is, those who are not connected with any Participating Institution may only be eligible for recertification under Item II of the main clause herein. CHAPTER VIII - CERTIFICATION OF ASSET MANAGERS ANBIMA (CGA) Article 27 - The CGA is intended to ceritify Professionals of Participating Institutions who provide third parties asset management services. Sole Paragraph - For purposes of this Code, the activity mentioned in the main clause herein includes Professionals managing bonds and securities portfolios, being empowered/authorized to, at their own discretion, invest (by means of purchasing and selling) in assets contained in said portfolios. Article 28 - The Profissionalis may not exercise the activity under the main clause herein in any Participating Institution if they lack the relevant certification as stated in this Article. Article 29 - The CGA shall be granted following approval by Professionals in a specific examination. Paragraph 1 - The certification examination shall be conducted through a printed test or electronically, containing questions on subject matters deemed necessary to qualify Professionals, pursuant to the CGA Detailed Program. Paragraph 2 - Professionals obtaining the minimum score of seventy percent (70%) in the examination shall be approved and thus be granted the certification. Article 30 - Subject to the previous Article, application procedures, schedule and places where the examination will be held, as well as the syllabus and other procedures concerning the certification examination shall be defined in an Invitation for Examination, to be published on ANBIMA s website. Paragraph 1 - Profissionals may apply either through the Participating Institutions or directly. Paragraph 2 - Applications for persons connected with institutions authorized to function by the Brazilian Central Bank or the CVM, which are not Participating Institutions, will only be accepted after said institution s adhesion hereto. Paragraph 3 - Other persons, including students, not mentioned in the definitions of Paragraph 1 and Paragraph 2 herein, may apply individually and directly for the certification examinations. Paragraph 4 - For purposes of this Code, one shall consider: I. As duly certified all Professionals who, cumulatively, maintain a professional relationship with a Participating Institution and who had achieved the minimum approval rate in the relevant certification examination. II. As approved all Professionals who achieve the minimum approval rate set for approval in the relevant certification examination. 10

12 Article 31 - The CGA certification obtained by Professionals of Participating Institutions shall be valid for an indefinite term, provided that the Professional is engaged in the activity under Article 27. Paragraph 1 - The CGA shall be valid for three (3) years: a. As of the date of approval in the certification examination by a Professional not engaged in the activity under Article 27 hereof; b. As of the date on which the Certified Professional of the Participating Institution ceases to be engaged in the activity under Article 27 hereof; and c. As of the date of approval in the certification examination when such approval is obtained by any person not connected with the Participating Institution. Paragraph 2 - As soon as a new relationship or the exercise of a related activity is communicated to ANBIMA under Article 33, the CGA certification shall be automatically restored. Paragraph 3 - No new application for the CGA Examination may be made by any person, including Professionals connected with a Participating Institution, while the person is under the status of Certified professional or Approved professional. Paragraph 4 - The exception above does not apply six (6) months before expiration of the CGA certification, whereupon application for the relevant examination shall be permitted. Article 32 - Profissionals who, on the effective date hereof, are exempt from taking the CGA examination shall remain in such condition during the period in which they have professional relationship with the Participating Institution and exercising the activity under Article 27. Sole Paragraph - Any Professional who ceases to meet the requirements under the main clause herein for more than three (3) consecutive years shall forfeit said exemption. CHAPTER IX - DATABASE Article 33 - Participating Institutions must enter information relative to their Professionals, if they are already certified, undergoing certification, holding an expired certification and/or undergoing recertification process in a database managed by ANBIMA, especially as regards their hiring, dismissal and area of operation. Paragraph 1 - Participating Institutions shall be liable for the veracity of the information provided to ANBIMA. Paragraph 2 - The updating of the information in the Database shall be performed by the last day of the subsequent month, considering the date of the event. Paragraph 3 - In those situations where a recertification is obtained through training programs attended by the Professional, the Participating Institution shall include in the Database the relevant recertification within no more than ninety (90) consecutive days from the date on which the Professional completes said training program. Paragraph 4 - The Board of Regulation and Best Practices may issue guidelines that shall be observed by Participating Institutions as regards the Database managed by ANBIMA. 11

13 CHAPTER X - ANBIMA S ORGANIZATIONAL COMPONENTS FOR THE CONTINUING CERTIFICATION PROGRAM Title I - ANBIMA s Article 34 - The area responsible for the, made up of ANBIMA s employees ( Certification Area ), shall: I. Cause the continuing certification program to be duly performed under the terms stated in this Code; II. Prepare a Invitation for Examination containing the application procedures, dates and places where the examinations shall be conducted, publish the results and other procedures relative to the conduction of certification examinations; III. Develop and implement new Certifications according to the demand of the financial and capital markets; IV. Coordinate and prepare the questions and the content of the certification examinations which are the subject matter hereof; V. Prepare the statistics relative to the certification examinations which are the subject matter hereof and disclose them to all persons involved; VI. Disclose all the information and clarify any questions concerning application for the certification examination. Title II - Markets Supervision for the Program Article 35 - The Markets Supervision for the Program, made up of ANBIMA s employees ( Markets Supervisions ), shall: I. Supervise due observance, by Participating Institutions, of the rules stated in this Code, by preparing a specific report thereon, as the case may be, especially upon any sign of breach of any provision hereof; II. Supervise the monitoring, by Participating Institutions, of due compliance, by Certified professionals, of the rules provided for herein, by preparing a specific report thereon, as the case may be, especially upon any sign of breach of any provision hereof; III. Receive, upon due observance of the provisions stated in this Code and in the ANBIMA Code of Regulation and Best Practices Proceedings, formal reports on any breach of the rules herein and prepare a specific report thereon; IV. Send a letter of recommendation to the Participating Institutions, as it deems fit, in accordance with the terms of the ANBIMA Code of Regulation and Best Practices Proceedings; and V. Send the reports under Items I, II and III of this Article to the Monitoring Commission for the relevant actions to be taken. Paragraph 1 - The reports under Items I, II and III of this Article shall contain the analysis made by the Markets Supervision and, if applicable, any recommended actions. Paragraph 2 - In the exercise of its duties, the Markets Supervision may request that Participating Institutions provide it with information and clarifications in writing. 12

14 Paragraph 3 - The Markets Supervision is subordinate to the Monitoring Commission, which shall provide it with instructions and establish the guidelines for its operation. Title III - Monitoring Commission for the Program Art The Monitoring Commission shall: I. Be informed of, analyze and approve the reports prepared by the Markets Supervision; II. Send to the Board of Regulation and Best Practices, following the relevant analysis thereof, the reports prepared by the Markets Supervision; III. Provide guidance to the Markets Supervision, including by stating duties to be performed by it, in all aspects necessary for the due accomplishment of the objectives stipulated in this Code; and IV. Request additional explanations, information and clarifications on the compliance with the rules and principles stated in this Code. Art The Monitoring Commission shall be made up of fifteen (15) members, one of which shall be the chairman and the other the vice-chairman, nominated by ANBIMA s Certification Committee and appointed by ANBIMA s Executive Board, from among individuals of untarnished reputation and moral rectitude and having specialized knowledge of the operations governed by this Code. Paragraph 1 - The chairman and vice-chairman of the Monitoring Commission shall be selected by ANBIMA s Executive Board, from among the individuals nominated by ANBIMA s Certification Committee. Paragraph 2 - The term of office to be served by the members of the Monitoring Commission shall be two (2) years, reappointment being allowed. Paragraph 3 - The members of the Monitoring Commission shall be vested in their offices by ANBIMA s president, upon execution of their relevant Investitures. Paragraph 4 - The members of the Monitoring Commission shall remain in their positions until new members take office. Paragraph 5 - In the event of vacancy, ANBIMA s Executive Board shall nominate, following a selection by ANBIMA s Certification Committee, a new member to serve the remaining period of the term. Art The Monitoring Commission shall meet quarterly on a regular (ordinary) basis and, on an extraordinary basis, whenever needed, upon a call by its chairman or, within no more than fifteen (15) days, whenever a report is sent to it by the Markets Supervision with the recommendation that proceedings be commenced. Sole Paragraph - The meetings of the Monitoring Commission shall be presided over by its chairman or, in the absence of this latter, by its vice-chairman, or by another member designated by the Monitoring Commission, in that the manager of Certification Supervision shall act in the capacity of Secretary for such meeting. Art The resolutions of the Monitoring Commission shall be made by majority vote of the members in attendance. Art The meetings of the Monitoring Commission shall only be called to order upon attendance of at least five (5) members. 13

15 Paragraph 1 - If no quorum is reached on a first call, the meeting of the Monitoring Commission shall be called to order on a second call thirty (30) minutes following the time set for the meeting to be held, with the presence of at least three (3) of its members. Paragraph 2 - If no quorum is reached on a second call, a new meeting of the Monitoring Commission shall be called by its chairman. Paragraph 3 - In the event of a tie upon resolutions of the Monitoring Commission, the matter shall be submitted to the resolution of the Board of Regulation and Best Practices. Art The members of the Monitoring Commission may declare themselves unable to vote on resolutions on the basis of impediment. Paragraph 1 - Any member of the Monitoring Commission intrested in the matter at issue is entitled to request the impediment of any of the other members from voting in the resolutions of the Commission. Paragraph 2 - The declaration and request for impediment referred to herein shall be duly justified, and whose analysis shall be submitted to the chairman of the Monitoring Commission. In the absence of the chairman, the vicechairman shall be in charge of such duty. Art No decision made by the Monitoring Commission exempts Participant Institutions from complying with their legal and/or regulatory responsibilities. Art The members of the Monitoring Commission shall not be compensated for the performance of their duties. Title IV - Board of Regulations and Best Practices for the Program Article 44 - The Board of Regulation and Best Practices shall: I. Be informed of and analyze the reports sent to it by the Monitoring Commission; II. Commence, always in a justified manner, and under the terms of ANBIMA Code of Regulation and Best Practices Proceedings, the relevant actions applicable to any breach hereof; III. Be informed of and adjudicate, on one single level of jurisdiction (ie, not subject to any appeals), the proceedings referred to in Item II of this Article, by imposing the applicable penalties; IV. Govern the use of trademarks and other signs relative to ANBIMA s Certification Program; V. Issue resolutions ( Resolutions ); VI. Issue guidance opinions ( Guidance Opinions ); VII. Decide on requests for exemption from any procedure and/or requirement stipulated by this Code; VIII. Request that Participating Institutions provide additional explanations, information and clarifications concerning due observance of the rules and principles stipulated herein; IX. Implement supervising mechanisms to be performed by the Markets Supervision; X. Verify the proper observance of the minimum requirements provided for in Article 5 of this Code; XI. Approve the Detailed Programs relative to ANBIMA s certifications, as well as the corresponding Recertification Programs; and XII. Approve the execution of a Compliance Agreement between ANBIMA and the Participating Institutions, towards the implementation of the requirements necessary for adhesion hereto. 14

16 Paragraph 1 - The Resolutions shall be binding, in that they shall mandatorily be observed by Participating Institutions, in addition to having as their objective the interpretation and clarification of the rules and principles stated by this Code. Paragraph 2 - The Guidance Opinions, as well as the letters of recommendation, shall not be binding, since they constitute mere recommendations. Paragraph 3 - The Resolutions and Guidance Opinions shall be disclosed by ANBIMA s communication channels. Article 45 - The Board of Regulation and Best Practices shall be made up of sixteen (16) members, one of which shall be the Chairman and one the Vice-Chairman, named under Paragraphs 1 and 2 of this Article, and appointed by ANBIMA s Executive Board, from among reputable individuals renowned for their knowledge of capital markets. Paragraph 1 - The members of the Board of Regulation and Best Practices shall be appointed as per to the following criteria: I. six (6) of its members shall be named by ANBIMA s Executive Board; and II. ten (10) of its members shall be named by other institutions chosen by ANBIMA s Executive Board. Paragraph 2 - The Chairman and Vice-Chairman of the Board of Regulation and Best Practices shall be appointed by ANBIMA s Executive Board. Paragraph 3 - The term of office of the members of the Board of Regulation and Best Practices shall be for two (2) years, reappointment being allowed. Paragraph 4 - The members of the Board of Regulation and Best Practices shall be vested in their respective positions by ANBIMA s President upon execution of the relevant Item of appointment. Paragraph 5 - The members of the Board of Regulation and Best Practices shall remain in their respective positions until new members take office. Paragraph 6 - In the event of vacancies, new members shall be appointed to complete the terms of office, under Paragraph 1 herein. Article 46 - The Board of Regulation and Best Practices shall meet ordinarily every six (6) months and extraordinarily, whenever needed, at its Chairman s call, or within no more than fifteen (15) days, whenever any report in such respect is sent to it by the Monitoring Commission. Paragraph 1 - The meetings of the Board of Regulation and Best Practices shall be called by its Chairman or its substitute, under the terms of this Code. Paragraph 2 - The meetings of the Board of Regulation and Best Practices shall be chaired over by its Chairman, and the Superintendent of Markets Supervision shall act in the capacity of secretary. Paragraph 3 - In the absence of the Chairman of the Board of Regulation and Best Practices, the meetings shall be chaired by its Vice-Chairman, and in the absence of this latter, by any other member present at the meeting, to be appointed in order of age. Article 47 - The meetings of the Board of Regulation and Best Practices shall only be incepted with the presence of at least eight (8) of its members. 15

17 Sole Paragraph - If the quorum under the main clause of this Article is not reached, the meeting of the Board of Regulation and Best Practices shall be incepted on second call, thirty (30) minutes after the time set for the meeting, with the presence of at least four (4) of its members. Article 48 - The resolutions of the Board of Regulation and Best Practices shall be taken by vote of the majority of members present, and the Chairman shall cast the deciding vote, if necessary. Paragraph 1 - The Chairman of the Board of Regulation and Best Practices shall not have the right to vote, except in the case of a tie vote, under the main clause herein. In the absence of the Chairman, the deciding vote shall be cast by the Vice-Chairman and, in the absence of this latter, by the member substituting him pursuant to the terms of this Code. Paragraph 2 - The members of the Board of Regulation and Best Practices may recuse themselves by declaring themselves impeded to vote on resolutions of the Board. Paragraph 3 - Both the members of the Board of Regulation and Best Practices and the Participating Institutions may claim impediment to vote on resolutions of the Board of Regulation and Best Practices. Paragraph 4 - The declaration and claim for impediment referred to in Paragraphs 2 and 3 herein shall be duly justified, and its analysis shall be made by the Board of Regulation and best Practices, in the absence of which/whom the rules of this Code in such respect shall apply. Paragraph 5 - If, by virtue of the substitution rules of this Code, the Chairman of the board meeting, at that time, is exercised by a member who recuses himself by claiming himself impeded, the decision shall be made by one of the other members present, which shall be chosen by age. Paragraph 6 - If the 4-member quorum is not reached as a result of the declaration or of the claim for impediment referred to in Paragraphs 2 and 3 herein, a new meeting shall be called to resolve on the matter. Article 49 - The members of the Board of Regulation and Best Practices shall not be remunerated for their functions. CHAPTER XI - COMMENCEMENT, CONDUCTION AND ADJUDICATION OF REGULATION AND BEST PRACTICES PROCEEDINGS AND EXECUTION OF DEEDS OF UNDERTAKING Article 50 - The commencement, conduction and adjudication of proceedings, as well as the proposal for execution of any Deed of Undertaking, shall be governed by the ANBIMA Code of Regulation and Best Practices Proceedings. Paragraph 1 - The Markets Supervision shall determine, either ex officio or upon receipt of a notice of formal report, whether a breach of the provisions of this Code has been committed by Participating Institutions or their Professionals, in that said notice of formal report shall only be deemed effective if made in writing and if it contains a clear identification of the person reporting the fact and a description of the event which is the object of the formal report and provided that, if possible, it includes the documents evidencing it. Paragraph 2 - Should a notice of formal report against a Professional of a Participating Institution be submitted to the Markets Supervision, ANBIMA shall notify the Participating Institution in order that, within the time-limit stipulated in said formal report, it conducts the relevant investigation to determine whether said alleged irregular action has been committed by its Professional. Paragraph 3 - Upon conclusion of the investigation on its Professional, the Participating Institution shall send to the Markets Supervision a report containing at least the name and identification of the investigated Professional, the 16

18 detailed description of the facts, the conduct and the elements constituting the grounds of said breaches, upon due mention of the evidence proving the irregularities found, the defense submitted by the Professional and the conclusion drawn by the Participating Institution. Paragraph 4 - Upon receipt by the Markets Supervision of the report referred to in the previous paragraph, the Board of Regulation and Best Practices may determine that the certification of such Professional be revoked, should the Participating Institution conclude that a breach has actually been comitted. Paragraph 5 - Should the Markets Supervision understand that there is circumstancial evidence of negligence in the conduction of the investigation under Paragraph 3 herein, or of irregular conduct by the Participating Institution itself, then ANBIMA may determine the relevant investigation thereon, under the terms of the Code of Regulation and Best Practices Proceedings, in order to determine whether a breach hereof has been committed by the Participating Institution. Paragraph 6 - In the event of any conflict between the rules of this Code and the rules of the ANBIMA Code of Regulation and Best Practices Proceedings, the provisions contained in this Code shall prevail. CHAPTER XII - PENALTIES Article 51 - Participating Institutions which fail to comply with the principles and norms stated in this Code shall be subject to the following penalties: I. Public admonition by the Board of Regulation and Best Practices, announced on ANBIMA s communication channels; II. Pecuniary penalty in the amount of up to one hundred (100) times the greatest monthly dues received by ANBIMA; and III. Disaccreditation from ANBIMA, announced on ANBIMA s communication channels. Paragraph 1 - The penalty of disaccreditation from ANBIMA must be approved by ANBIMA s General Meeting. Paragraph 2 - For non-members Participating Institutions, the penalty of disaccreditation shall be replaced with revocation of the respective Adhesion Agreement hereto, and such decision must be made by the Board of Regulation and Best Practices. Article 52 - Without prejudice to the provisions above, the Markets Supervision may impose a pecuniary penalty in the amount of one hundred fifty Brazilian reals (R$ ) per day in arrears to be paid by Participating Institutions which fail to comply with the deadlines stated in this Code. Paragraph 1 - In the event of recidivism concerning any breaches under the main clause herein, the pecuniary penalty shall be doubled. Paragraph 2 - The pecuniary penalty herein is limited to the amount equivalent to thirty (30) days in arrears. Article 53 - Upon imposition of the penalties under Article 44, the Board of Regulation and Best Practices shall consider any breach of any obligations assumed in the Deed of Undertaking executed in accordance with the ANBIMA Code of Regulation and Best Practices Proceedings as an aggravating circumstance. Article 54 - Any Participating Institution may recommend that ANBIMA revoke the Professional s certification if it determines that such Professional s conduct in the exercise of his activities governed hereby was negligent or fraudulent, upon submission and presentation to ANBIMA of the following: 17

19 I. Documents relative to the investigation conducted by the Participating Institution against the Professional, for purposes of determining whether any irregular practice has been committed; II. A report containing the name and identification of the Professional, the detailed description of the facts under investigation, the conduct and the elements evidencing the infractions, upon due reference to the evidence demonstrating his participation in the irregular conducts found; III. The defense submitted by the Professional, including the recommendation made by the Participating Institution in order that ANBIMA revokes said certification; and IV. The reasons justifying the Participating Institution s express recommendation for revocation of the Professional s certification. Sole Paragraph - Based on the documents provided by the Participating Institution, the Board of Regulation and Best Practices shall resolve on the revocation of the Professional s certification as recommended by the Participating Institution. CHAPTER XIII - FINAL AND TRANSITIONAL PROVISIONS Article 55 - Should any Participating Institution be held liable under any decision rendered by any regulatory or judicial authority with respect to the exercise of the certified activities, this will cause proceedings for regulation and best practices to be immediately commenced. Article 56 - ANBIMA s Executive Board shall introduce yearly dues to be charged in proportion to the number of certified Professionals of each Participating Institution, for purposes of funding the monitoring and the supervising of due performance of the provisions of this Code. Paragraph 1 - Each Professional shall only be charged the equivalent of one single payment, even if he holds more than one certification. Paragraph 2 - No payment shall be charged under the main clause herein from Certified Professionals of Financial Institutions who, although Approved in the certification examination, do not exercise the activity for which the certification is required, provided that the Participating Institution causes this information to be added to ANBIMA s Database. Article 57 - ANBIMA s Executive Board may charge an application fee for each of the certification examinations, as well as for the recertification process. Article 58 - Any amendment to the provisions herein contained may only be made by ANBIMA s Executive Board and upon approval thereof by the General Meeting. Article 59 - The time-periods corresponding to the provisions set out in this Code start running from the first business day following the notification sent to the ineterested parties and shall expire on the expiration thereof. Article 60 - All the parties involved in the Regulation and Best Practices, from AMBIMA s employees, representatives appointed by Participating Institutions, to any other entities, shall keep strict confidential all the information and documents which they have access to as a result of their functions. Article 61 - Participating Institutions shall cause the contents of the certification examinations and recertifications to be treated as confidential and as the exclusively property owned by ANBIMA, wherefor they may not be disclosed, used, copied, reproduced, presented or made available, in whole or in part, to any third parties, by any means, without ANBIMA s prior written authorization. 18

20 Article 62 - ANBIMA may, through its Executive Board, enter into certificataion agreements with other entities. Sole Paragraph - These agreements shall govern, among other aspects as determined by the parties thereto, the reciprocity of conditions between the ANBIMA Certifications and the associated entities, and the recognition, by ANBIMA, for purposes of compliance with this Code, of certifications granted by those signatory entities that are parties to said agreements, as well as of their respective recertifications. Article 63 - Participating Institutions shall adapt to the provisions of Chapter VI by December 31 st Sole Paragraph - The CEA effective time-period stated in Article 24 shall start running as of June, 1st Article 64 - This Code is effective as of January 5,