Reunião do Conselho Diretor - 28/01/2026

First Meeting of the Board of Directors - January 28, 2026

Opening Remarks

• The meeting begins with a warm welcome from the speaker, acknowledging the presence of board members and staff.

• The agenda for the meeting is introduced, including approval of previous minutes from December 17 and a withdrawal of an item from discussion.

Acknowledgments

• Dr. Eduardo is recognized for his attendance, noted for his formal attire which adds to the decorum of the meeting.

Approval of Previous Minutes

• The minutes from December 17 are presented for approval; all members express their agreement with its content.

• Director Júlia Lins wishes everyone a happy new year and confirms her agreement with the minutes.

• Director Carlos Queiroz acknowledges he was on vacation during the last meeting but has no objections to approving the minutes.

Item Withdrawn from Agenda

• The second item on the agenda is officially withdrawn as previously communicated by Director Queiroz.

Discussion on SUSEP Process

Introduction to New Process

• Director Jessica Mastos introduces a new process regarding Banco Votorantin's intention to enter into a commitment adjustment term with SUSEP.

Context and Legal Framework

• This process stems from an interest expressed in 2025; it requires initial analysis by SUSEP’s Board before proceeding further.

Analysis Findings

• An internal review found no prohibitive situations as outlined in articles 6 and 7 of Circular SUSEP No. 547/2017 concerning commitment terms.

Importance of Public Interest

• Emphasis is placed on assessing public interest before any commitment can be finalized, indicating that further analysis may be necessary.

Conclusion on Deliberation

• The current deliberation serves as an initial judgment about continuing this process without binding SUSEP to finalize any commitments at this stage.

Proposal for Internal Regulations and Institutional Improvements

Item 2: Proposal of Internal Regulations

• The proposal for the internal regulations is in its final drafting phase, but the Federal Attorney's Office could not evaluate the final text, leading to its removal from the agenda. It is expected to be voted on in the next meeting before proceeding to the National Council of Private Insurance.

• This regulatory change is highly anticipated due to a decree that expanded SUSEP's organizational structure with additional positions and functions. The speaker emphasizes this context for better understanding among colleagues regarding its withdrawal from discussion.

Item 3: Admissibility of Processes

• The speaker supports Director Géssica's position on admitting the process, noting it as a merely deliberative judgment assessing superficial compliance with admissibility requirements. This indicates an initial review rather than a comprehensive analysis.

• Moving into evaluation, there is an intention to formalize proposed instruments or terms, aligning with the report presented by the directorate. The vote aligns with this perspective.

Complexity of Regulatory Changes

• Acknowledgment of significant participation in revising internal regulations reflects contributions from various directorates and their members, indicating a collaborative effort amidst expanding competencies due to new laws and personnel additions.

• The complexity arises from adapting internal regulations to match SUSEP’s enhanced capabilities following recent legislative changes and staffing increases, highlighting ongoing efforts towards completion of these revisions soon.

Institutional Improvements through Terms of Commitment

• There is enthusiasm about institutionalizing terms of commitment agreements which will enhance operational efficiency for both administrators who may have committed infractions and SUSEP itself by expediting processes through these agreements. This marks a step forward in regulatory practices within SUSEP’s expanded authority as an autarchy.

• Agreement on item 3 leads into discussions about moving forward with item 4 concerning another process related to BTG Pactual’s intent to establish terms of commitment agreements with SUSEP, emphasizing procedural consistency across cases discussed previously.

Further Analysis on Sancionador Process

• A sanctioning process initiated in 2025 was reviewed without identifying any prohibitive situations per existing circular guidelines; thus allowing preliminary assessments without binding commitments at this stage regarding potential agreements (TAAC). This highlights careful consideration before advancing further actions based on public interest evaluations yet to be fully determined through subsequent procedures.

• Directors express agreement with ongoing proposals while reiterating legislative intentions behind utilizing such instruments effectively within SUSEP’s framework under recent legal updates aimed at enhancing regulatory clarity and operational capacity moving forward into future sessions for necessary approvals and implementations.

Discussion on Regulatory Procedures

Overview of Procedural Compliance

• The two procedures discussed are likely subject to the new regulatory framework without needing to return for re-evaluation by the director, emphasizing the importance of regulatory coherence and predictability in public administration.

Agreement on Admissibility

• Acknowledgment of agreement with Director Carlos Queiroz regarding the admissibility vote, highlighting that this does not pertain to the case's merits but rather procedural acceptance. This sentiment is shared with Director Jessica as well.

Transition to New Agenda Item

• The meeting transitions smoothly from item 4, which has been approved, to item 5 led by Director Júlia Lins concerning process ZEP 15414 670807 bar 2025-86. The director is invited to present her findings.

Concerns Regarding System Changes

Background on System Discontinuity

• The current evaluation focuses on issues related to discontinuing the special file system and replacing it with RNS Auto, systems provided by CNSEG and FEMSEG. This change raises concerns about its implications for small insurers and market competition.

Impact on Pricing Structures

• According to Usibens' notification, changes in pricing structures could adversely affect small insurers and new entrants due to potential increases in operational costs stemming from these system changes.

Legal Considerations and Notifications

Legal Framework for Changes

• Discussions have taken place regarding compliance with LGPD (General Data Protection Law) as it relates to sharing information under the new RNS Auto system, indicating a need for legal alignment in operational practices moving forward.

Notification Process Details

• On November 21, CNSeg and Finseg sent a draft termination notice regarding access to the special file effective January 1, 2026, mandating that all data obtained through this service be permanently deleted by users.

Financial Implications for Insurers

Concerns Raised by USIBens

• USIBens argues that adopting RNS Auto will lead to significantly higher costs per consultation compared to fixed monthly fees previously charged under the special file model, disproportionately affecting smaller insurers reliant on data access for risk assessment in auto insurance policies.

Cost Predictability Issues

• Under previous arrangements, predictable costs allowed smaller companies easier entry into the market; however, transitioning to individual charges based on usage threatens this stability and may hinder competition within Brazil's insurance sector.

Urgent Requests for Review

Call for Immediate Action

• On December 10, SUSEP’s superintendent emphasized constitutional legitimacy in their actions while urging an urgent review of USIBens’ request concerning competitive fairness within insurance markets amid these systemic changes.

Petition Submission

• A petition was submitted by USIBens requesting a precautionary measure against CNSEG and FNSEG due to concerns over how RNS Auto would impact vehicle insurance operations negatively if implemented without adjustments or considerations for existing pricing models.

Analysis of Insurance Pricing Changes

Documentation and Initial Responses

• The insurance company submitted various documents, including meeting minutes discussing the alleged issues, to support their case. On December 18, 2025, official communications were sent to CNSEG and FIMSEG representatives as well as 15 smaller insurers regarding automobile insurance sales. Most responses were received except for one insurer that did not submit a reply.

Pricing Adjustments and Market Impact

• In response to SUSEP, CNCIG confirmed changes in pricing for R&S and Auto Online effective January 1, 2026. The new model introduces monthly consumption tiers where the unit price decreases with increased consultation volume from insurers. This sets the stage for analyzing the validity of allegations made against these changes.

Concerns Over Data Sharing and Compliance

• There are concerns about potential violations of LGPD due to sharing personal data among participating insurers without direct relevance to policyholders. This raises questions about the legitimacy of discontinuing special files based on initial justifications presented by ITAQ.

Variable Pricing Model Implications

• The shift from fixed to variable pricing based on consumption tiers has raised significant concerns regarding the exclusion of smaller insurers from the market, potentially threatening economic sustainability in offering high-value insurance products while violating private insurance policies and free competition principles.

Summary Judgment Considerations

• A preliminary assessment indicates insufficient conclusive evidence regarding the impact of pricing changes on market dynamics despite some insurers highlighting cost increases as detrimental to financial viability while others noted benefits from the new consultation model. Thus, further investigation is warranted before making definitive conclusions about competitive fairness in pricing practices.

Consensus Among Smaller Insurers

• Many smaller insurers indicated that they do not utilize this system due to lower premium volumes compared to larger competitors; however, there was broad agreement on the importance of RNA-S Auto for maintaining competition in automobile insurance offerings, suggesting that it may be essential for effective market competition despite not being the sole method for pricing determination.

Potential Barriers to Entry

• Concerns were raised about whether current pricing strategies could create barriers for new entrants into the high-value insurance market or unfairly disadvantage existing competitors through discriminatory practices that could hinder fair competition within this sector. These issues require thorough examination during further investigative proceedings.

Need for Further Investigation

• At this juncture, there are no clear elements indicating a definitive presence of merit in allegations concerning discontinuation impacts; however, ongoing monitoring is necessary given potential risks associated with creating barriers through pricing structures affecting smaller players in the market landscape which necessitates deeper inquiry into these matters moving forward.

Conclusion and Recommendations

• The director suggests denying immediate cautionary measures while continuing probative instruction based on findings thus far; any future developments indicating substantial evidence may prompt reevaluation of current conclusions aimed at ensuring proper market functionality remains intact amidst evolving circumstances within this regulatory framework.

SUSEP's Regulatory Authority and Investigative Powers

Overview of SUSEP's Role in Market Regulation

• The speaker emphasizes that any actions affecting the insurance market fall under the jurisdiction of SUSEP, particularly regarding maintaining proper market conditions and ensuring free competition as mandated by law.

• Discussion on SUSEP's use of precautionary powers, highlighting its necessity in cases involving advertising practices and contractual conduct.

• The importance of minimum cognitive requirements for exercising precautionary authority is noted, indicating that sufficient information must be present to justify such actions.

Investigation Process and Information Validity

• In the specific case discussed, the speaker believes there is enough information to initiate an investigation despite initial contradictory data presented during the cognitive phase.

• Acknowledgment that discrepancies in information may arise from how inquiries are conducted but does not undermine the legitimacy of continuing investigations.

Outcomes and Future Steps

• The current lack of sufficient evidence leads to a denial of the requested precautionary measure; however, further investigation could potentially alter this outcome based on new findings.

• The speaker anticipates that ongoing evaluations will lead to necessary reforms within structures causing anti-competitive effects, emphasizing a thorough approach moving forward.

Agreement with Director's Vote

• The speaker expresses full agreement with Director Júlia Lins' vote regarding the matter at hand and invites additional comments before concluding approval for item 5 on their agenda.

Proposed Updates to SUSEP Regulations

Introduction to New Regulatory Proposals

• Transitioning into item 6, Director Carlos Queiroz introduces a proposal aimed at updating regulations concerning portfolio transfers among supervised entities under SUSEP’s oversight.

Details on Portfolio Transfers

• Emphasis on needing prior authorization from regulatory bodies for any complete or partial portfolio transfers between supervised companies is highlighted as crucial for compliance with legal standards.

Background Study Supporting Changes

• Reference made to Study No. 10 produced by Coreca which analyzes existing regulations related to portfolio transfers, setting a foundation for proposed changes.

• The procedural completeness is affirmed as it has undergone internal discussions within SUSEP before reaching this stage where public consultation feedback has been incorporated into final proposals.

Regulatory Updates on Portfolio Transfers

Need for Normative Revision

• The study concluded that a revision of the normative act regarding portfolio transfers is necessary, leading to the proposal's development.

• The current text of Circular 456 from 2012 was created under the guidelines of CNSP Resolution No. 79 from 2002, which governs authorizations and transfers among insurance companies.

Historical Context and Legislative Changes

• Circular 456 was amended by Circular 534 in April 2016; however, it did not undergo a comprehensive reassessment at that time.

• Recent legislative changes, including Law No. 15.040 and Complementary Law No. 213, now allow portfolio transfers between cooperative insurance societies and business insurance societies.

Objectives of the Proposed Update

• The proposal aims to align infralegal regulations with recent laws while improving procedural efficiency within SUSEP (Superintendência de Seguros Privados).

• It also seeks to update manuals guiding market procedures related to portfolio transfers, ensuring they are accessible on SUSEP's website.

International Consultation and Best Practices

• Information gathered during consultations with foreign insurance regulators confirmed the need for updating the circular but did not suggest additional changes beyond those already planned.

• This indicates that the proposed regulatory framework aligns with international best practices.

Regulatory Process Compliance

• The initiative falls under CGereg’s competencies as outlined in Article 30 of SUSEP's internal regulations concerning prudential regulation.

• The proposal underwent discussions involving various impacted areas within SUSEP, ensuring comprehensive input before proceeding.

Public Consultation and Committee Review

• A public consultation allowed stakeholders to submit comments over a period of 30 days following Edital No. 8/2025.

• The proposal received unanimous approval from the Technical Committee during its review on January 21, 2026, indicating no obstacles for further processing.

Documentation and Approval Structure

• All required documents were compiled for this phase: motivation exposition, draft act proposal, meeting minutes from Cotec, legal opinions from procuradoria federal, and voting submissions.

Normative Act Structure Overview

• The normative act is structured into three main parts: preliminary section (epigraph), normative section (Articles 1–11), and final provisions regarding complementary regulations via market manuals.

Key Definitions and Transfer Conditions

• Article definitions clarify terms essential for understanding the norm; Article II explicitly allows portfolio transfers between cooperative insurance societies under specific conditions set forth in existing legislation.

Authorization Requirements

• Portfolio transfer must receive prior authorization from SUSEP as stipulated by several regulatory frameworks; adjustments ensure terminology aligns with both legal and regulatory standards.

Legal Innovations in Insurance Transfers

Overview of Law 15.040

• The law 15.040 introduces new regulations regarding the transfer of insurance portfolios, emphasizing that insurers must obtain prior consent from policyholders and beneficiaries before transferring contracts.

• It establishes joint liability between the transferring insurer and the receiving insurer if the transfer occurs without proper authorization, highlighting legal consequences for non-compliance.

Approval Process for Portfolio Transfers

• Article 3, paragraph 6 mandates that any portfolio transfer must have prior approval from SUSEP (Superintendência de Seguros Privados), ensuring compliance with legal requirements.

• SUSEP has the authority to deny transfer requests if risks related to existing contracts are not adequately addressed, maintaining consumer protection standards.

Procedural Guidelines for Transfer Requests

• Articles 5 to 7 outline procedural steps for submitting transfer requests, including documentation requirements and submission methods as defined in an updated guidance manual by SUSEP.

• For accumulation plans with survival coverage, Article 8 allows SUSEP to require express consent from at least three-fourths of the insured group before a transfer can proceed.

Communication and Notification Requirements

• Article 9 updates communication protocols for notifying clients about portfolio transfers, allowing modern technology while ensuring proof of notification is maintained.

• Notifications must be published in official journals or major circulation newspapers and on social media platforms to ensure broad awareness among affected parties.

Finalization and Compliance Measures

• A two-step process is established: initial authorization followed by formal homologation by SUSEP as detailed in Article 10, which includes specific documentation guidelines.

• Existing prohibitions against entering new contracts post-transfer remain intact; insurers must uphold rights related to previously signed agreements even after a portfolio transition.

Regulatory Updates on Reinsurance Transfers

• Article 13 addresses differences in treatment between local reinsurers and admitted reinsurers during portfolio transfers, emphasizing accurate recordkeeping within SRO (Sistema de Registro de Operações).

Public Consultation Feedback

• The proposal underwent public consultation resulting in contributions from various stakeholders; out of 49 suggestions received, four were fully accepted while nine were partially integrated into the final text.

SUSEP Resolution Approval Process

Public Disclosure of Regulatory Changes

• The approval process for the text and circular will be made public through direct consultation on the SUSEP website, including all received suggestions and analyses with justifications for acceptance or rejection.

Regulatory Impact Analysis

• The regulatory impact analysis indicates that the norm aims to update the procedure for portfolio transfers, preserving market solvency and IGDs, aligning with specific legal provisions outlined in decree 10.411 of 2020. This supports the motion for approval of resolution C-2030511.

Support from Directors

• Director Jéssica Bastos commends the CGREG and Corec teams for their work on the draft, agreeing with Director Queiroz's argument regarding the exemption from regulatory impact analysis due to its necessity for market maintenance. She votes in favor of approval.

Acknowledgment of Team Efforts

• Director Júlia Lins expresses gratitude towards her colleagues involved in drafting and discussing the regulation, highlighting its thorough examination within SUSEP as essential for effective oversight. She also supports Queiroz’s leadership in managing multiple directorates effectively.

Importance of Regulatory Framework

• The discussion emphasizes that this regulation is a crucial piece in a larger puzzle concerning significant legal reforms affecting Brazil's insurance market over 60 years, aiming to enhance efficiency while ensuring legal security during portfolio transfers.

Report on Administrative Expense Submission Timeline

Proposal for Extension of Report Submission Deadline

• The proposal involves extending the deadline for the submission of the semiannual administrative expense report by the leading insurer from 30 days to 45 days after the semester ends.

• The request was evaluated by supervisory and regulatory areas, which found no technical objections to granting this extension. It was noted that an additional two weeks would not significantly harm oversight processes.

Regulatory Compliance and Approval Process

• The case processing adhered to Resolution 14, with COTEC expressing favorable opinions regarding the proposed changes, indicating no legal ambiguities or need for further analysis from legal counsel.

• The proposal aims to amend Circular No. 631 of 2021, allowing for a more flexible timeline in reporting while reducing regulatory burdens as per Article 4 of Decree No. 10,411. This change is seen as beneficial in streamlining operations.

Support from Directors

• Director Géssica Mastros expressed agreement with the proposal, highlighting that supervisory teams indicated there would be no adverse effects from this change. She emphasized its alignment with cost-reduction efforts within operations.

• Director Julia Lins also supported the motion, echoing her full agreement with the report's recommendations and inviting any further comments before concluding discussions on item number seven of their agenda.

Conclusion of Meeting

• With no additional comments raised, item number seven was approved unanimously, marking a successful conclusion to today's agenda items during their first ordinary meeting of the year at 15:34 hours. Acknowledgments were made towards all participants involved in today’s discussions and decisions.