CVM Revokes Mandatory Climate Reporting and Adopts “Comply or Explain” Model

The Securities and Exchange Commission of Brazil (CVM) has introduced a material change to the Brazilian sustainability disclosure framework. Through CVM Resolution No. 244/2026, enacted on May 29, the regulator revoked the mandatory requirement previously established by CVM Resolution No. 193/2023, which required publicly traded companies to prepare and disclose sustainability- and climate-related financial reports based on the International Sustainability Standards Board (ISSB) standards.

In practice, the reports that would have become mandatory starting in 2027—covering fiscal years beginning on or after January 1, 2026—are no longer compulsory.

While this change reduces immediate regulatory pressure on publicly traded companies, it does not diminish the strategic relevance of the topic. On the contrary, it places greater weight on each company’s internal assessment of the costs, benefits, risks, and impacts of disclosing—or choosing not to disclose—this information to the market.

What has changed?

The main modification was the revocation of Article 2 of CVM Resolution No. 193, which mandated the preparation and disclosure of sustainability reports by publicly traded companies.

Consequently, reporting shifts from a mandatory obligation to a predominantly voluntary framework.

However, this does not mean the topic no longer requires attention. Information regarding sustainability, climate, and environmental risk management continues to grow in importance for investors, lenders, analysts, rating agencies, commercial partners, and other stakeholders.

The new framework: “Comply or Explain”

CVM Resolution No. 244/2026 has adopted the internationally recognized framework known as “Comply or Explain.” In practice, publicly traded companies now have two alternatives:

• Voluntarily disclose the sustainability-related financial report, following the standards of both the ISSB and the Brazilian Sustainability Pronouncements Committee (CBPS); or

• Explain to the market why they chose not to do so. In this case, any publicly traded company that decides not to file the report must release a Market Announcement (Comunicado ao Mercado), expressly stating its decision and the management’s reasoning behind it. The core point is that non-disclosure is no longer merely an absence of reporting; it is now a management decision that must be communicated and justified to the market.

What are the impacts on publicly traded companies?

This shift is likely to reduce implementation costs for companies that do not yet possess the governance structures, data collection systems, internal controls, and validation processes required to support the new international reporting standards.

On the other hand, a decision not to disclose sustainability reports could lead to significant repercussions from the standpoint of:

• Investor relations;

• Access to sustainable financing;

• ESG and credit ratings;

• Requirements from domestic and international creditors;

• Peer market comparability;

• Risk perception by investors and lenders;

• Corporate reputation and institutional governance.

In sectors more exposed to climate, environmental, regulatory, or transition risks, the lack of disclosure may be interpreted as a sign of lower maturity in managing these issues.

Therefore, even without a formal reporting mandate, the decision not to disclose must be preceded by a careful evaluation of the company’s profile, investor base, sector exposure, financing structure, and obligations to foreign markets.

Where does Brazil stand internationally?

This regulatory shift temporarily distances Brazil from the trend observed in several jurisdictions that have been expanding mandatory climate and sustainability disclosures.

In the European Union, for instance, the Corporate Sustainability Reporting Directive (CSRD) establishes broad reporting obligations for a wide range of companies.

In the United States, despite ongoing regulatory debates, institutional investors, stock exchanges, lenders, and regulatory bodies continue to demand increasing transparency regarding climate risks, sustainability, governance, and their potential financial impacts.

Furthermore, several financial markets already utilize ISSB standards as a benchmark for investment decisions, credit concessions, risk assessments, and company comparisons.

In this context, the revocation of the mandate in Brazil does not eliminate the economic relevance of this information. It simply shifts the discussion to a strategic decision: whether to disclose, not to disclose, or to gradually prepare for future market or regulatory requirements.

Key takeaway: Both disclosing and explaining require preparation

The adoption of the “Comply or Explain” model underscores the importance of companies maintaining an internal structure capable of identifying, organizing, validating, and disclosing sustainability- and climate-related data.

This setup is not only relevant for those who intend to publish the report. It is equally essential for companies that choose to opt out, as any explanation provided to the market must be well-founded, consistent, and compatible with the company’s risk profile, sector of activity, governance structure, and the expectations of investors and lenders.

In other words, the question is no longer simply “are we required to disclose?” but rather “do we have sufficient data, processes, and justifications to support our decision before the market?”

Cammarota & Abreu Advogados is available to assist clients in evaluating the best strategy for their specific situation, taking into account the regulatory risks of each industry, the requirements of investors and lenders, and the unique characteristics of each business.