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REGULATIONS OF INTEREST TO FOREIGN INVESTORS

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CVM INSTRUCTION No. 31

dated February 8, 1984.

Regulates the disclosure and use of information on relevant acts or facts related with publicly held companies.

 

The Chairman of the SECURITIES COMMISSION - CVM hereby makes public that the Board, during a session held on February 2, 1984, based on the provisions of articles 4 and its sections, article 8, section I, 18, section II, items " a" and " b" and 22, sole paragraphs, sections V and VI of LAW No. 6.385, dated December 7, 1976,

Resolved:

RELEVANT ACT OR FACT

Article 1 - Relevant is considered to mean, for the purposes of this Instruction, any decision taken by the stockholder's general meeting or the management bodies of a publicly held company, or any act or fact that occurred to its business that could appreciably influence:

I - the quotation of securities issued by the publicly held company; or

II - the decision by investors to trade in the said securities; or

III - the decisions by investors in exercising any rights inherent to the ownership of securities issued by the company.

Sole paragraph - The following constitute types of relevant acts or facts:

a) changes in company stock control;

b) the company going private;

c) downstream or upstream merger, split-up, transformation or liquidation of the company;

d) significant changes in the company asset composition;

e) revaluation of company assets;

f) amendments to the rights and advantages of the securities issued by the company;

g) share splits or allocation of stock dividends;

h) acquisition of company stock for holding in treasury or cancellation, or the sale of these shares;

i) profit or loss recorded in the company's financial statements and the allocation of dividends;

j) delayed payment of dividends or the possibility of alterations in dividend distribution;

l) the signing or cancellation of a significant contract by the company, or failure to achieve it, when expectations of realization were known to the public;

m) filing for protection against creditors, or bankruptcy, or the filing of an action against the company, which if ruled to be with grounds, could affect its economic-financial situation;

n) production on a commercial scale, sale or withdrawal of a product that could cause significant repercussions on company performance;

o) any discovery, change or development of company technology or recourses that could significantly alter its results;

p) any other relevant act or fact of a political-administrative, technical, business or economic-financial nature that could produce any of the effects stipulated in article 1.

 

DUTY TO COMMUNICATE AND DISCLOSE A RELEVANT ACT OR FACT

Article 2 - The directors of a publicly held company are responsible for immediately communicating to the CVM and the Stock Exchange where its securities are most highly traded, in addition to disclosing by means of the press, any relevant act or fact that occurred to the company business.

Paragraph 1 - The director of market relations is responsible for arranging for the communication and disclosure referred to at the head of this article.

Paragraph 2 - The assignment of the market relations director referred to in the previous paragraph shall only relieve the responsibility of the other company directors when stipulated in the by-laws, excepting the provisions of paragraph 4, article 158 of LAW No 6,404, dated December 15, 1976.

Article 3 - The relevant acts or facts that occur in the publicly held company business shall be disclosed by the press through a communication, published always in the same large circulation newspaper where the company makes the publications required under LAW No 6,404, dated December 15, 1976

Sole paragraph - Companies with securities traded on Stock Exchanges may enter into an agreement with the exchanges to carry out disclosure as required under this article, without affecting the liability of the company directors.

Art. 4 - Relevant acts and facts may not be disclosed under exceptional circumstances if the directors consider that their disclosure would place the legitimate company interest at risk.

Sole paragraph - If the company decides to maintain secrecy with respect to a relevant act or fact, the directors are obliged to disclose it immediately if the information escapes their control or if the company stock quotation records non-typical variations.

Article 5 - The directors may submit the decision to maintain secrecy with respect to a relevant act or fact to the CVM, in the case foreseen in article 4.

Paragraph 1 - The proposal to maintain secrecy should be addressed to the Chairman of the CVM.

Paragraph 2 - If the CVM decides on disclosure of the relevant act or fact, it shall determine to the company that the latter shall immediately communicate it to the Stock Exchange and disclose it in the manner stipulated in article 3.

Article 6 - The CVM may, at its own initiative or in response to a request from any stockholder, determine the disclosure of information on relevant acts or facts in the manner stipulated in article 3

Article 7 - The communication and disclosure covered by the previous articles shall be carried out accurately and completely.

Paragraph 1- The CVM or the Stock Exchanges may require additional clarifications to the communication and disclosure at any time .

Paragraph 2 - If the CVM considers the information disclosed to be inaccurate, incomplete or untrue, it may determine that the companies republish it immediately with corrections or additions.

Article 8 - The Stock Exchanges, without affecting the exercise of identical powers by the CVM, may determine suspension of trading in securities issued by a publicly held company if any doubt exists with respect to the availability of information on relevant acts or facts to the investing public.

THE DUTY TO MAINTAIN SECRECY WITH RESPECT TO PRIVILEGED INFORMATION

Article 9 - The directors and controlling shareholders are responsible for maintaining secrecy with respect to information related with relevant acts or facts to which they have privileged access due to their office or position, until it has been communicated and disclosed to the market.

USE OF PRIVILEGED INFORMATION

Article 10 - The directors and controlling shareholders of publicly held companies are prohibited from taking advantage of information to which they have privileged access with respect to relevant acts or facts not yet disclosed to the market, under the terms of articles 2 and 7 of this Instruction, to obtain for themselves or for others, advantages through trading with securities.

Article 11 - Trading with securities carried out by those who, as a consequence of their office, function or position acquire knowledge of information related with relevant acts or facts before its communication and disclosure to the market, is prohibited as an unfair practice.

Sole paragraph - The same prohibition applies to those who possess knowledge of information relating to a relevant act or fact, in the knowledge that it is privileged information not yet disclosed to the market.

Article 12 - The directors are also responsible for making efforts to ensure that subordinates and third parties in their confidence:

I - maintain secrecy on information related with relevant acts or facts to which they have privileged access;

II - do not use the said information to obtain, for themselves or for others, advantages through trading with securities.

DATA ON NEGOTIATIONS BY DIRECTORS AND CONTROLLING SHAREHOLDERS

Article 13 - Directors and controlling shareholders are hereby obliged to communicate to the company itself the number and characteristics of securities issued by the company and by subsidiary companies and publicly held holding companies, of which they are holders.

Sole paragraph - The directors and controlling shareholders shall proceed in accordance with the provisions of this article immediately after their investiture to the office or upon acquiring control.

Article 14 - The negotiations carried out, the type of transaction and other information relevant to the securities referred to in article 13 should be communicated to the company, within a maximum period of 10 (ten) days after the end of the month during which the negotiations were conducted.

Article 15 - The directors and controlling shareholders shall also indicate the securities referred to in article 13 that are owned by their spouses from which they are not separated legally or under common law, or held by common law wives (husbands), and any dependent included in their annual income tax returns.

Article 16 - The CVM may at any time require that the company submit the information stated in articles 13, 14 and 15, and it is entitled to cause it to be disclosed.

OPTIONAL SELF-REGULATORY PROCEDURES

Article 17 - For the purposes of substantiation to CVM, the declarations signed by controlling shareholders, directors and high-level employees of publicly held companies, pursuant to compliance with internal policy procedures and comprising the following measures, as a minimum, are assumed to be correct:

I - that during the period of one month prior to the closure of the financial year and up to publication of the notification placing the company's financial statements at the disposal of the shareholders, the directors, high-level employees and controlling shareholders shall refrain from trading securities held by them or by those cited in article 15, issued by the company and by its holding companies and subsidiaries, if they are publicly held companies;

II - that during the period between the decision taken by the competent corporate body to increase the capital stock, to distribute dividends, stock dividends or splits, and the publication of the corresponding notifications or advertisements, the directors, high-level employees and controlling shareholders shall refrain from trading the securities mentioned in the previous section;

III - that the directors, high-level employees and controlling shareholders shall retain, during a minimum period of 180 (one hundred and eighty) days before restarting trading securities held by them or by those cited in article 15, issued by the company and by its holding companies and subsidiaries, if they are publicly held companies;

IV - that only under exceptional circumstances and provided that the details are previously informed in writing to the company, may the directors, high-level employees and controlling shareholders trade within a period less than that established in section III, and in all cases complying with the provisions of sections I and II of this article;

V - that the directors, high-level employees and controlling shareholders shall indicate their plans for regular trading with securities issued by the company, and by its holding companies and subsidiaries, if they are publicly held companies, as programmed investments or divestments;

VI - that the directors and controlling shareholders shall inform the company regarding any variation from the programming stipulated in the previous section.

Article 18 - The internal policy stipulated in the previous article shall be established through a decision by the shareholders general meeting or by the supervisory board or board of directors, which should be recorded in the corresponding minutes of meeting and be communicated to the CVM

Paragraph 1 - The company should proceed with the immediate and effective communication of the terms of the decision to those mentioned in articles 17, 22 and 23 of this Instruction.

Paragraph 2 - The documents stated in sections IV to VI of article 17 and the head of this article should be filed at the company head office.

PUNITIVE FINES

Article 19 - CVM may penalize the publicly held companies with the following fines:¹

I - for the failure to determine the publication or re-publication referred to in articles 5, paragraph 2; 6; 7, paragraph 2 respectively, a fine of up to 10 (ten) times the nominal value of one Readjustable Federal Treasury Bond, for each day's delay in compliance;

II - for the failure to comply with a request to submit documents, within the periods stated, as stipulated in article 16, a fine of up to 5 (five) times the nominal value of one Readjustable Federal Treasury Bond, for each day's delay in compliance.

PENALTIES

Article 20 - Violation of the provisions established in this Instruction constitutes a serious offense for the purposes of paragraph 3 of article 11 of LAW No. 6,385, dated December 7, 1976.

GENERAL PROVISIONS

Article 21 - The prohibitions stated in articles 10, 11 and 12, II of this Instruction apply both to trading carried out on the Stock Exchange and over-the-counter market, and that carried out off-exchange without the intervenience of an institution forming part of the distribution system.

Article 22 - The regulations of this Instruction referring to directors applied to the members of any bodies with technical or consultative functions created by the by-laws.

Article 23 - The members of the Auditing Committee have the same duties as the

directors with respect to articles 9,10 and 12.

VALIDITY

Article 24 - This Instruction shall come into force on the date of its publication in the Official Government Press, except with respect to articles 13 and 14, which shall only come into force after 45 (forty-five) days, without prejudice to the provisions of article 157 of LAW No. 6,404, dated December 15, 1976.




HERCULANO BORGES DA FONSECA

CHAIRMAN


Fale com a CVM