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In brief

Through Directive Release No. 2/2021/CVM/SIN, CVM issued guidelines on the minimum elements that must compose the compliance activities and the compliance report provided for in Articles 19 to 22 of CVM Instruction No. 558 (ICVM). The purpose of the document is to present to securities portfolio managers registered with CVM the topics that must be observed by the compliance area and, consequently, appear in the compliance report, as well as the corresponding tests that must be included. It is important to remember that, if the compliance area does not act independently or does not carry out its activities as required by ICVM 558, the institution may suffer sanctions, ranging from the issuance of an alert letter to, at the maximum, termination of society as a securities portfolio manager. The report regarding compliance activities in 2020, which must be prepared by April 2021, should observe the guidelines described in this directive release.


  • Planning of internal control activities
  • Effectiveness of the verification, monitoring and testing of the institution’s internal controls
  • Minimum aspects to be considered by the compliance area
  • Effective participation of the compliance officer in testing

Some topics that must be addressed by the compliance area


The compliance area should indicate whether any adjustments to policies and documents were a result of regulatory changes or of requirements of the regulator, or if they were the result of internal changes or management decisions, or if they were motivated by notes received in due diligence procedures.

Conflicts of interest

Whether the policies to prevent possible conflicts of interest have been effectively enforced should be checked, including the exercise of external activities by administrators, employers and employees, such as participation in: boards of directors, supervisors, advisors, or management committees; and companies invested or potentially invested in by the investment vehicles managed or administered. Another example of such participation is the correct disclosure in the reference form of potential conflicts of interest with other activities of the institution, and its related companies.

Risk management

Compliance of the risk management policy (market, credit, liquidity, counterparty, operational) should be verified and it must be ensured that the policy sufficiently abides by the rules and regulations. In addition, the market risk management policy should also be deemed adequately capable of determining events of greater volatility during the year.

Click here to read the article in Portuguese.


Heloisa Uelze is a partner at Trench Rossi Watanabe (in cooperation with Baker McKenzie) in São Paulo, Brazil.


Felipe Ferenzini is a Partner in Baker McKenzie Sao Paulo office.