Governance Briefing — April 24, 2024

Executive briefing: On 24 April 2024 the Comissão de Valores Mobiliários (CVM) adopted Resolution 200, requiring Brazilian issuers to report using IFRS S1 and S2 from fiscal years beginning in 2026. Boards must integrate sustainability governance into Formulário de Referência filings, approve transition plans, and prepare for assurance on climate metrics.

Key governance signals

• Board statements. Companies must describe governance structures overseeing sustainability disclosures, including director skills and committee mandates.
• Assurance expectations. CVM set a phased roadmap for limited assurance by independent auditors, increasing audit committee workload.
• Value-chain scope. Issuers must map supply-chain emissions and climate risks when material, demanding cross-functional governance.

Action checklist

• Benchmark existing sustainability committees against CVM governance disclosure requirements and document board competency gaps.
• Integrate greenhouse-gas accounting and scenario analysis workflows with financial statement controls ahead of assurance mandates.
• Refresh investor communications to explain board oversight of transition finance, risk appetite, and stakeholder engagement around ISSB adoption.

Sources

• CVM announcement of Resolution 200
• CVM Resolution 200/2024 (Portuguese)

Zeph Tech builds ISSB governance playbooks for B3 issuers, linking transition plans to board dashboards and assurance evidence.

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