Standard: Corporate Governance Policy
Responsible: Compliance Committee
Corporate governance standards
Effective date: 12.12.2019
1- Purpose
This policy aims to consolidate the Corporate Governance practices to be followed by the Company (as defined below), with the objective of (i) presenting objective recommendations to all employees, members of the Board of Directors and Executive Board; (ii) improve the relationship between the members of the Board of Directors, Executive Board and other interested parties, through the implementation of internal procedures to be followed by everyone; (iii) minimize the Company’s risks, through the adequate flow of information to the Company’s management bodies for decision-making; (iv) establish the procedures to be followed for the proper realization of General Meetings, Board of Directors meetings and Board meetings, allowing for better interaction between the bodies and proper decision-making,
2- Scope
This policy applies to all Beontag privately-held corporations headquartered in Brazil (“Company”), involving their internal organizational structures at all levels of hierarchy.
In the event of acquisition, incorporation of shares or constitution of new Companies, the guidelines of this policy become valid for such Companies as from the implementation of the operation, as applicable to them.
3- Terms and Definitions
The terms set out below will be used throughout the policy with the following meanings:
Equity: Characterized by the fair and equal treatment of all shareholders and other interested parties, taking into account their rights, duties, needs, interests and expectations;
Corporate Governance: It is the system through which Companies and other organizations are governed, monitored and encouraged, involving relationships between shareholders, the Board of Directors, Executive Board, inspection and control bodies and other interested parties;
Rendering of Accounts (accountability): Rendering of accounts of its performance in a clear, concise, understandable and timely manner, fully assuming the consequences of its acts and omissions and acting with diligence and responsibility within the scope of its attributions;
Corporate Responsibility: Governance agents must ensure the economic and financial viability of organizations, reduce the negative externalities of their businesses and operations and increase the positive ones, taking into account, in their business model, the various capitals (financial, manufactured, intellectual, human, social, environmental, reputational, among others), in the short, medium and long term;
Transparency: It is the desire to make available to interested parties the information that is of interest to them and not just those imposed by provisions of laws or regulations. It should not be restricted to economic-financial performance, but also contemplate other factors (including intangibles) that guide managerial action and that lead to the preservation and optimization of the organization’s value;
4- References
The following sources guide the guidelines of this policy:
Book of Good Practices for Board of Directors Meetings – Brazilian Institute of Corporate Governance (IBGC);
Code of Best Corporate Governance Practices – Brazilian Institute of Corporate Governance (IBGC); and
Law No. 6.404/1976 (Law of Corporations)
5- General Guidelines
The guidelines presented by this policy are based on the basic principles of corporate governance (Transparency, Equity, Accountability and Corporate Responsibility), according to the References listed above, which are essential for the Companies to have a high degree of reliability, either internally or vis-à-vis the 3rd.
The core elements of the Corporate Governance practices provided for in this policy are the General Meetings, the Board of Directors and the Executive Board, as the decisions of such bodies must be properly substantiated, recorded and subject to verification. It is through proper decision-making that Companies will show their identity and values.
6- General Assembly
The General Meeting, which is the forum for discussion and voting on shareholders’ decisions, is empowered to decide on all business related to the Company’s object and to take the resolutions it deems convenient for its defense and development. It is through this body that the main decisions of the organization are taken.
Shareholders’ votes must always be cast in the best interest of the Company. Matters of exclusive competence of the General Meeting are set out in art. 122 of the Corporations Act. The procedures to be followed for convening General Meetings, setting meeting dates and agenda, and adequate form for preparing support material are provided for in this policy.
The Company’s Meetings may be Ordinary or Extraordinary.
6.1- Ordinary General Meeting
The Annual General Meeting will be held annually, necessarily, in the first four months following the end of the fiscal year and will deliberate on: (i) taking the accounts of the administrators, examining, discussing and voting on the financial statements; (ii) resolve on the allocation of net income for the year and the distribution of dividends; (iii) elect the administrators and members of the Fiscal Council, when applicable; (iv) to approve the correction of the capital’s monetary express.
The administrators must communicate, up to 1 (one) month before the date scheduled for the Annual General Meeting, through announcements published in the form of article 124 of the Corporation Law: (i) the management report on the business and the main administrative facts of the year ended; (ii) copy of the financial statements; (iii) the opinion of the independent auditors; (iv) the opinion of the Fiscal Council, if installed. The publication of the announcement is waived when the documents are published 1 (one) month before the date scheduled for the Annual General Meeting.
6.2- Extraordinary General Meeting
It is exclusively competent, through an Extraordinary General Meeting, to resolve on the following matters, in addition to the other matters provided for in the Corporation Law:
(i) any amendments to the Bylaws involving the duration of the Company, establishment of authorized capital, composition, term of office and powers of the management bodies, amendment to the mandatory minimum dividend and obligation of the Company to observe and comply with the provisions of the shareholders’ agreement, if applicable;
(ii) change in the number of members, composition or form of appointment, term of office and competence of the Board of Directors or the Executive Board;
(iii) election and dismissal at any time of the members of the Board of Directors and of the Fiscal Council, if and when installed in accordance with the law;
(iv) establishment of the global annual remuneration of the administrators, having as a criterion for determining the fixed portion of the remuneration of the administrators market assessments to be prepared by a consulting firm specialized in executive remuneration;
(v) annual approval of the management accounts and the individual and consolidated financial statements at the end of the year presented by them;
(vi) approval of the reinvestment policy of the Company and its subsidiaries and/or controlled companies (“Subsidiaries”), the management’s proposal for the allocation of the Company’s profit, the declaration and setting of the payment terms of any proceeds to shareholders by the Company, the constitution of capital or profit reserves by the Company;
(vii) change in the dividend distribution policy that results in the reduction of the minimum mandatory dividend to a level below 25% (twenty-five percent) of the Company’s adjusted net income, pursuant to the Corporate Law, in the respective fiscal year;
(viii) except as otherwise provided for in the Bylaws, the increase or reduction of the Company’s share capital, issue of shares or securities convertible into shares, creation of new classes of shares, issue of shares without keeping proportion with the other types and classes existing, change in rights, preferences, advantages and conditions for redemption or amortization of shares;
(ix) public issuance of new shares issued by the Company, including in the context of a Qualified IPO, and the issuance of debentures or any other securities, of beneficiary parties, even in the form of financial instruments and/or subscription bonus, whose value is greater than an amount equivalent to Earnings Before Interest, Income Tax, Depreciation and Amortization, according to CVM SNC/SEP Circular Letter No. 1/2007 (LAJIDA) of the Company of the 4 (four) complete fiscal quarters immediately prior, multiplied by 2.75 (two integers and seventy-five hundredths);
(x) setting the issue price of shares and other securities issued by the Company;
(xi) subject to current legislation, approval of the appraisal of assets with which any shareholder contributes to the formation of the Company’s share capital;
(xii) the redemption, repurchase or amortization of shares by the Company; the terms and conditions of the transactions, including, but not limited to, the respective amount to be paid, subject to the parameters defined by law;
(xiii) transformation of the Company into another corporate type;
(xiv) any merger, spin-off or merger transaction, including shares, or other transaction with similar effects, including, without limitation, any form of corporate reorganization involving the Company or its assets (including drop down) or the absorption of the collection resulting from any partnership by the Company;
(xv) the dissolution, liquidation and extinction of the Company, election of liquidators and judgment of their accounts;
(xvi) authorization for administrators to confess bankruptcy or request judicial or extrajudicial recovery of the Company;
(xvii) deliberation on any matter that, by virtue of the law, gives any shareholder the right to withdraw from the Company;
(xviii) any matter provided for in Article 136 of the Brazilian Corporate Law (and not included in the items above);
(xix) suspension of the exercise of shareholder rights;
(xx) any transaction, agreement or expenses between the Company, on the one hand, and on the other side (i) any shareholder or (ii) any director or manager of the Company or any of the other Subsidiaries, whose approval, pursuant to the Bylaws of the Company, depend on the resolution of the general meeting; and
(xxi) the adoption, establishment, alteration or modification of any plan, program, contract or benefit agreement for employees or members of the board of directors or board of directors of the Company or other Subsidiaries, which in any way involve rights related to the receipt of profits and/or shares issued by the Company by such employees, members of the Board of Directors or Directors, including, but not limited to, stock options issued by the Company.
6.3- Call for General Meetings
Call notices will be made by any member of the Board of Directors, subject to the peculiarities of the respective bylaws and other hypotheses provided for in the Brazilian Corporate Law.
The Company’s General Meetings must be called at least 8 (eight) days in advance. However, the call formalities will be waived for General Meetings attended by all the Company’s shareholders.
In order to meet the best corporate governance practices, it is not recommended to include in the Call Notice the topic “other matters of interest to the company”. This practice prevents important issues not being informed in advance and that the respective support materials, which will guide the votes, are not sent properly.
The Company shall create mechanisms that allow shareholders to request additional information from the Board of Directors and the Executive Board, ensuring that the respective responses are made prior to the meetings and in a timely manner.
6.4- Dynamics of General Meetings
The Meetings shall be presided over and secretary by persons chosen by the majority of the attending shareholders. Representation by power of attorney is allowed, however, the requirements set out in article 126, §1 of the Corporation Law must be observed. Thus, they may be attorneys: shareholders, Company administrators or lawyers, with a term of office of less than 1 year.
It will be up to the chairman of the board to ensure the smooth running of the Meeting, for the fulfillment of the agenda, and must follow the items set forth in the respective Call Notice. Thus, each item must be voted on individually, allowing shareholders to objectively express their views on the resolution.
At the end of the meeting, the minutes must be read, approved and signed by the attending shareholders.
If there are confidential decisions, which will not be recorded in the minutes for confidentiality reasons, it is recommended that a report be prepared with an indication of the reasons for confidentiality and the elements available to support the decisions at the time they were taken. Such memo must be signed by the shareholders present at the Meeting and filed at the Company’s headquarters.
7- Board of Directors
The Board of Directors is a collegiate body, whose purpose is to take all decisions related to its strategic direction, as well as to monitor the activities carried out by the Executive Board. It will be this body that will set the general direction of the Company’s business.
It is important to remember that it is not within the scope of the Board of Directors that discussions related to the day-to-day management of the Company take place. Thus, in order for the directors to be aware of the Company’s day-to-day activities, the directors should arrange for the periodic submission of management reports. If there is a need for clarification, the directors may request the presence of the officers, to provide additional information. It is essential that management reports are sent in advance of the ordinary meetings of the Board of Directors, which will be included in the annual calendar.
All votes of the members of the Board of Directors must be cast in the best interest of the Company, so that their decision cannot be based on the exclusive or private interest of the shareholder that elected them. Furthermore, the board must define action plans, strategies and policies that seek to enhance the Company, its continuity, and the return on investment desired by the shareholders. The directors’ decision-making should also take into account the degree of exposure to risks, which is defined by the organization.
Every administrator must employ, in the exercise of his functions, the care and diligence that every active and upright man usually employs in the administration of his own business, and it should be noted that the Company may file a civil liability action against an administrator that causes losses , when it proceeds: (i) within its attributions and powers, with guilt or intent, or (ii) in violation of the law or the bylaws.
Additionally, if employees’ deviations from the Company’s principles and values are identified or reported to the directors, or even the poor conduct of business decisions, the Board of Directors must propose the punishments provided for internally by the Company.
It is essential that the member of the Board of Directors has time and availability to study the support material to be made available to cast his vote and that, in the event of a conflict, he abstains from participating in the discussion and voting on the topic, pursuant to the Article 16 of the Corporation Law.
Pursuant to article 142, paragraph 1 of the Corporation Law, the minutes of the Board of Directors’ meetings that contain a resolution intended to produce effects before third parties will be filed in the commercial registry.
The matters to be resolved at the Board of Directors’ meeting are provided for in article 142 of the Corporations Law and in the Company’s Bylaws. Thus, the board must act diligently and investigate its limits of competence, under penalty of being held liable.
7.1- Call for Board of Directors’ Meetings
The rules for calling meetings of the Board of Directors are set out in the Company’s Bylaws, as determined by article 140 of the Brazilian Corporate Law. The summons will be made by any member of the Board of Directors, at least 7 (seven) days in advance, except in urgent cases, in which case the summons may be made 48 (forty-eight hours) in advance. However, the call formalities will be waived for meetings of the Board of Directors attended by all members of the Board of Directors.
As in the call notices for General Meetings, it is also not recommended to include in the Call Notice the theme “other matters of interest to the company”. This practice prevents important issues from not being informed in advance and that the respective support materials, which will guide the votes, are not sent properly.
In order for the meetings of the Board of Directors to achieve the objectives desired by the Company’s management, we highlight below the procedures that must necessarily be followed, with the aim of improving, every day, our corporate governance practices:
Approval of an annual calendar
The members of the Board of Directors must propose, in the month of December or, in any case, in January of each year, a calendar with the dates of meetings for the following year.
Good corporate governance practices establish that meetings should take place at least quarterly and at most monthly.
It is essential that the Company’s directors align the project schedule and the matters that require the approval of the Board of Directors to the annual calendar. In this way, it is recommended that, at the beginning of the fiscal year, the decisions already foreseen are informed to the Board of Directors and to the financial legal department, in order to organize the work in advance and properly.
Agenda and support material
The directors must propose to the Board of Directors the matters that must be included in the agenda and agenda, in line with the Company’s day-to-day activities.
It is recommended that the members of the Board of Directors be informed, at the time of call, of the estimated duration of the meeting, according to the matters to be discussed.
It is essential that board members are able to clearly and objectively identify the items to be deliberated. Furthermore, together with the call notice, the respective support material, which will support their voting decision, must be sent to the board members. Access to adequate, reliable and correct information is essential to ensure transparency in the relationship between directors and the Executive Board.
The material will contain the vision of the Board of Directors on all topics to be deliberated, in detail. Thus, a presentation must be prepared, necessarily containing: (i) a brief discussion of the topic to be discussed; (ii) its nature – whether informative or deliberative; (iii) impact of the decision on the company’s activities; (iv) proposal from the Executive Board regarding the matter (v) evidence regarding adherence to the Company’s schedule and budget.
Dynamics of meetings
The meetings of the Board of Directors shall be chaired by a member chosen by the majority of those present, who will nominate another member present to act as secretary.
It will be up to the presiding board to ensure the smooth running of the meetings, for the fulfillment of the agenda, and must follow the items provided for in the respective Call Notice. Thus, each item must be voted on individually, allowing the other directors to express their points of view in relation to the deliberation in an objective manner.
Guests will be allowed to attend the Board of Directors’ meeting, to provide information directly related to the matters to be discussed, such as advisors, employees, technicians, independent auditors or directors. The directors and any guests must leave the meeting at the time the matter is put to the vote. As soon as the votes are obtained for each of the matters on the agenda, the minutes will be finalized by the secretary of the board.
At the end of the meeting, the minutes must be read, approved and signed by the attending members.
If there are confidential decisions, which will not be recorded in the minutes for confidentiality reasons, it is recommended that a report be prepared with an indication of the reasons for confidentiality and the elements available to support the decisions at the time they were taken. Such memo must be signed by the directors present at the meeting and filed at the Company’s headquarters.
Harassment Prevention Policy
Harassment Prevention Policy
Standard: Moral or Sexual Harassment Prevention Policy Responsible: Compliance Committee Norms for the prevention/prohibition of conduct related to moral and/or sexual harassment practices Effective date: 12.12.2019
1- Purpose
Establish guidelines for the identification and prevention of moral or sexual harassment practices, which may pose risks to the maintenance of harmony, respect and health in the workplace, in accordance with applicable Brazilian legislation, as well as in accordance with the values of the Beontag, especially in relation to the behavior expected from its professionals.
2- Scope
This policy applies to all workers in the Beontag and third parties who provide services on behalf of the company.
3- Guidelines
3.1- General guideline
Maintaining a healthy and harmonious work environment is essential for a healthy and productive relationship. In this sense, fundamental factors such as respect and ethics must be part of the daily work routine. Practices that can lead to episodes of abuse or violence, generating exposure to the risk of humiliation, discrimination, aggression to honor and dignity must be faced with discernment, seriousness and commitment, in order to build and maintain a balanced work environment. The identification of such practices or even the uncertainty regarding the occurrence of conduct not consistent with the general and specific guidelines of this policy must always be forwarded to the company’s management body, so that preventive, remedial or awareness measures can be taken immediately .
3.2- Specific guidelines
For the purposes of this policy, situations that may constitute harassment, expressly prohibited within the company, are listed below, by way of example. Moral Harassment:
Threatening or blackmailing a worker, whether subordinate, superior or co-worker, using any means that may exert physical or moral pressure on him;
Threatening a subordinate worker regarding the termination of the employment relationship, due to impasses occurred during the execution of the employment contract;
Repeat the same order for repetition or redoing of tasks considered simple, in order to obtain the worker’s emotional destabilization;
Overburden the worker by assigning tasks or unattainable goals, or even preventing the continuation of the development of activities, denying information or inducing him into error;
Divert the worker from his role; withdraw or not provide you with material necessary for the execution of tasks;
Order the execution of tasks that are not compatible with the technical knowledge or physical and/or intellectual aptitude of the worker;
Order the execution of tasks that can be considered humiliating in the face of common sense;
Require the execution of urgent tasks on a permanent basis, even if there is no proof of urgency or real need for the service;
Delegate dangerous tasks that are not provided for in the employment contract, and for which the worker has not been properly trained;
Systematically contradict all opinions expressed by the worker, or even criticize the work in an exaggerated or unfair way, publicly or in private situations;
Difficult or prevent the execution of promotions or the exercise of differentiated functions that can be achieved by the worker;
To pressure the worker not to exercise his legal or normative rights, as well as to give up more advantageous conditions obtained naturally in the course of the employment contract;
Interfere with the worker’s family planning, preventing or otherwise pressuring, for example, the occurrence of pregnancies or adoptions, marriage, social practices, etc;
Damage the worker’s workplace or belongings;
Prohibit communication between co-workers;
Control the time of use of the bathroom;
Determine that the worker undergoes a search procedure that may be considered vexatious or invasive;
Abusing verbally or physically, directing contemptuous gestures, changing the tone of voice or threatening other forms of violence, physically or morally;
Publicly demoralize the worker, through rumors or acts that are not consistent with the ethics and respect necessary in a work environment;
Criticize the private life, personal, physical, emotional or sexual preferences, political and religious convictions, or any other nature, expressed or not by the worker;
Making fun of physical attributes or the socioeconomic and regional origin of the worker, through imitations, nicknames or other actions that are not consistent with the ethics and respect required in a work environment;
Insinuate activities of a sexual nature, violence or that may imply an affronting act or disrespect for the worker through the use of gestures, words and other forms of communication;
Deliberately ignoring the worker’s presence or the role played by him in the context of teamwork, denying him the word or even failing to greet him or address him;
Determine espionage or other form of invasion of the worker’s privacy;
Deprive the worker from participating in get-togethers, lunches and activities developed together with other co-workers;
Segregating the worker from the work environment, either physically or by refusing to communicate;
Deliberately ignore health problems that affect the worker or medical recommendations in the distribution of tasks, collection of attendance and delivery of activities;
Make it difficult or prevent the worker from attending medical appointments; and
Practicing any other conduct that seeks to demotivate, depreciate, threaten, make work difficult, isolate or attack a certain worker, which may be considered unreasonable and not compatible with the company’s policies and values.
Sexual harassment:
Promising differentiated treatment or benefits under the condition of participating in meetings, performing sexual favors, or maintaining sexual relations, or any other activity of a sexual nature;
Blackmailing the worker for permanence or promotion in employment under the condition of participating in meetings, performing sexual favors, or maintaining sexual relations, or any other activity of a sexual nature;
Threatening the worker, covertly or explicitly, with regard to the adoption of reprisals, such as the loss of a job or any other, in the event of the worker’s negative attitude regarding participation in meetings, carrying out sexual favors, or even maintenance of specific relationships sexual, or any other activity of a sexual nature;
To narrate jokes or use of expressions of sexual content, in order to embarrass the worker or force him to comply with libidinous and unreasonable speech in the work environment;
Promote unwanted physical contact;
Make impertinent invitations, which expose the worker to the condition of embarrassment regarding their intimacy;
Practice exhibitionism of an erotic or sexual nature;
Create a pornographic environment, not consistent with the seriousness and lightness of routines in the workplace;
Sending gestures, messages of any kind, words or any other type of contact that may be considered obscene or that has the power to invade the worker’s privacy;
Promote unwanted conversations about sex;
Practicing any other conduct aimed at embarrassing, forcing or humiliating a certain worker regarding their sexual intimacy, which may be considered unreasonable and not compatible with the company’s policies and values.
In general terms, all prohibitive conducts, described by way of example in this session, are liable to be incurred by any hierarchical levels of workers, so that the observance of such conduct must be rejected by all professionals affected by the policy, under penalty of punishment.
3.3- Responsibilities
According to current legislation, the harassing person will be subject to administrative-labor punishments, which may be applied by the Beontag, such as: (i) verbal or written warnings; (ii) suspensions and (iii) dismissal for cause. Any injuries and/or damages suffered by the harassed person, whether of a moral or material nature, proven by internal investigation, will be subject to compensation by the harassing person, in accordance with current legal provisions. Additionally, the harassing person may be criminally investigated and prosecuted, pursuant to article 216-A of the Penal Code. If Beontag is ordered to indemnify damages of a moral or material nature, evidenced in any action of any kind of judicial or administrative order, the harasser will be called to participate in the process or will be notified back to reimburse Beontag for the amounts spent, duly updated in accordance with current legislation. In case of refusal or impossibility of such regressive procedure, still in accordance with current legislation, Beontag has the right to take legal action against the harasser to collect the amounts that it may disburse, duly updated and plus other ancillary expenses.
4- General Provisions
Any violation or suspected violation of the provisions contained in this policy must be promptly reported to the reporting channel (external channel), via telephone 0800 512 7702 or www.contatoseguro.com.br/beontag, with (i) preservation being guaranteed identity of the complaining person and (ii) the absence of any kind of retaliation. In the event of any doubt regarding the interpretation of this policy or need for confirmation regarding the adequacy of any hypothesis to the terms of this document, the employee must contact the Compliance area or the Human Resources Department via email: [email protected] . Upon receiving this policy, our employees are expected to sign the Term of Commitment and Adhesion, as per the attached draft, expressly adhering to its terms and conditions. * * * TERM OF COMMITMENT AND ADHESION TO THE CORPORATE POLICY: PREVENTION OF SITUATIONS OF MORAL OR SEXUAL HARASSMENT Full name:………………………………………………………………………… Position/Function: ……………………………………………………….. Sector/Department: ………………………………. Admission date: ……../……../………. I understand that this policy (“Policy for the Prevention of Situations of Moral or Sexual Harassment”) reflects Beontag’s commitment to maintaining a healthy, respectful and harmonious work environment. I commit to fulfill it fully in all my actions at work. I acknowledge that I have received a copy of the Policy for the Prevention of Situations of Moral or Sexual Harassment. After having read the document and having had the opportunity to ask questions about it, I affirm that I agree with its content and commit to following and complying with all the provisions and topics covered and defined therein. My signature on this Term of Commitment and Adherence to the Policy for the Prevention of Situations of Moral or Sexual Harassment is an expression of my free consent and agreement to comply with this document. Location ………./………./……… Employee Signature ……………………………………………………………………………..
Anti-Corruption Policy
Anti-Corruption Policy
Standard: Anti-Corruption Policy Responsible: Compliance Committee Norms for preventing and combating corruption Effective date: 12.12.2019
1- Purpose
Reinforce the Company’s commitment to maintaining the highest standards of integrity, ethics and governance in the conduct of its business by establishing anti-corruption guidelines. The purpose of this policy is to ensure that all employees and Third Parties understand the guidelines of the Anti-Corruption Rules, especially the Anti-Corruption Law (Law No. 12,846/2013), so that everyone observes the provisions to prevent and combat situations prone to acts of corruption, laundering of money and fraud.
2- Scope
This policy applies to all Beontag employees and Third Parties acting on behalf of the Company. Compliance with this policy by everyone involved in the Company’s business is essential to ensure the sustainability and protection of the Company’s reputation.
3- Terms and Definitions
The terms set out below will be used throughout the policy with the following meanings:
Public Agent: whoever exercises public function, temporarily or permanently, with or without remuneration, by election, appointment, designation, hiring or any form of investiture or bond, mandate, position, employment or public function. It is equivalent to a public agent who works for a service provider company contracted or associated with the execution of typical activity of the Public Administration;
Foreign Public Agent: who, even if temporarily or without remuneration, holds a position, employment or public function in agencies, state entities or diplomatic representations of a foreign country, as well as legal entities controlled by the public authorities of a country or foreign public organizations;
Corruption: is the act or effect of giving, promising, offering, authorizing, requesting or receiving in exchange, directly or indirectly, for yourself or others, an undue advantage (pecuniary or not) to a public official or the person equivalent to him/her lead to withdraw, act or fail to act in accordance with the law, morals, good customs;
Third Party Due Diligence: methodical procedure for analyzing information and documents with the predetermined objective of getting to know the organization and its administrators with which the Company intends to relate;
Hospitality: includes travel (air, land and/or sea), accommodation, food, entertainment.
Anti-Corruption Rules: Such rules include Law No. 12,846/2013 (“Anti-Corruption Law”), Law No. 8137/1990 (“Law Against Economic Crimes”), Law No. 8.429/1992 (“Administrative Impropriety Law”), Law No. 9,613/1998 (“Law Against Money Laundering”), Law No. 8.666/1993 (“Bidding Law”), in addition to other rules issued to prevent and combat corruption and economic crime;
Politically Exposed Persons: individuals indicated in Resolution No. 29/2017 of the Financial Activities Control Council – COAF, such as:
Holders of elective mandates of the Executive and Legislative Powers of the Union;
Office holders, in the Executive Branch of the Union, of:
Minister of State or equivalent;
two. Special Nature or equivalent;
President, vice president and director, or equivalent, of indirect public administration entities;
Attorney General of the Republic, the Attorney General for Labour, the Attorney General for Military Justice and the General Attorneys of Justice of the States and the Federal District;
Presidents and national treasurers, or equivalent, of political parties;
Governors and secretaries of State and the Federal District, State and District Deputies, presidents, or equivalent, of state and district indirect public administration entities and presidents of Courts of Justice, Military, Accounts or equivalent of State and District Federal;
Mayors, Councilors, Presidents of Courts of Auditors or equivalent of Municipalities.
Third Parties: Third Parties are the Company’s suppliers, partners, consortiums, service providers, or subcontractors, including, for example, consultants, lawyers, brokers, [as well as individuals and legal entities that are commercial representatives of the Company];
Undue Advantage: any kind of profit, gain, privilege or illicit benefit (whether in cash or any other utility).
4- Guidelines
4.1- General guideline
Any practice of acts of corruption, bribery, payment or receipt of bribes or any undue advantages, made directly or indirectly to the Public Administration, national or foreign, is prohibited. ,
4.2- Relationship with the Public Power
The Company reaffirms its integrity and transparent posture in its relationship with the Government and prohibits the practice of any acts of corruption, directly or indirectly, in its relationship with a Public Agent or a third party related to it, whether national or foreign. Corruption can take many different forms and is not restricted to paying bribes. The offer of other undue advantages, even if not quantifiable, can constitute corruption. According to Transparency International, corruption is the abuse of a “trusted power” for private gain, that is, it is the behavior of an agent who seeks to enrich himself (enrichment), or to people close to him, through the misuse of his assignments. In this sense, donations, contributions, sponsorships and even offering positions in the Company to a public official, their relatives or other related persons may constitute an act of corruption, if these acts are seen as a way of influencing the public official or obtaining something in return (“quid pro quo”). However, it is not always easy to identify an act of corruption. Some examples are discussed in this Policy, but they are not exhaustive. For this reason, it is highly recommended that employees contact the Company’s Compliance area whenever they have questions or notice any suspicious situation. All Company employees and Third Parties acting on behalf of the Company are prohibited from offering, promising, authorizing or receiving (directly or indirectly) any undue advantage (payments, gifts or the transfer of any value or property) to a Public Agent in order to to influence,
4.3- Relationship with Third Parties
All suppliers, contractors, intermediary agents and other partners who conduct business with the Company, for the Company or on behalf of the Company, must act with the highest level of integrity. Thus, it is the Company’s duty to conduct a compliance risk assessment by performing an integrity due diligence procedure, whose objective is to know and assess the integrity risks to which it may be exposed in its relationships with third parties. For more details regarding the complete flow of procedures prior to hiring a Third Party, see the Company’s Third Party Hiring Policy. This is because, under the terms of the Anti-Corruption Law, the Company may be held liable for acts of corruption committed by Third Parties hired by the Company, regardless of whether the Company is aware of the alleged unlawful conduct. It is forbidden for the Company’s employees, therefore, to request a Third Party to engage in or tolerate any conduct that the employee himself is prohibited, under the terms of this policy, from practicing. The hiring or maintenance of employees who have any degree of kinship with direct subordination to the employee who appointed them is prohibited.
4.4- Facilitation payment
Facilitation payments are payments made both to Public Agents and to employees in the private sector, as a personal benefit, to guarantee or speed up the execution of routine acts to which the company is entitled. It is expressly forbidden to offer or facilitate payment to accelerate or favor the analysis and obtaining of licenses, authorizations and permissions to be carried out by its employees and/or Third Parties.
4.5- Anti-corruption clause
The inclusion of an anti-corruption clause in all contracts entered into between the Company and its Third Parties is mandatory, whereby the parties declare their knowledge of the Anti-Corruption Rules and undertake to comply with them in full, by abstaining from any activity that constitutes or may constitute a violation of applicable law. Failure to comply with the anti-corruption clause may generate various sanctions to the other party, from requesting clarifications to the suspension or termination of the contract, without prejudice to other applicable legal measures.
4.6- Gifts, Gifts and Hospitalities
The Company’s employees and Third Parties are prohibited from accepting or offering any type of advantage, such as gifts, gifts and Hospitalities, to Public Agents, people related to them, or persons under private law in order to influence their decisions or obtain their own benefit or for the Company. All gifts, gifts and hospitality must be declared, and it will only be allowed to accept institutional gifts with no commercial value (for example, pens, diaries, caps, among other promotional materials usual in the business environment). If employees receive gifts or presents with commercial value, they must be delivered to the Compliance area for a draw among the Company’s employees. The draws will be monitored by the Compliance area to ensure the integrity and transparency of the procedure.
4.7- Social donations and sponsorships
Social donations and sponsorships must be carried out in a transparent manner, being previously documented in accounting controls, approved and carried out only for legitimate reasons for the purpose of the donation or sponsorship, such as meeting the humanitarian interests of supporting cultural and educational institutions. Specifically in relation to sponsorships, the Company is authorized to sponsor only events that are related to its business, in order to seek appreciation and knowledge of its brand, and limited to the amount approved annually by the committee. Donations and sponsorships to individuals are prohibited. Likewise, donations and sponsorships are prohibited from being offered, promised or granted with the purpose of obtaining an undue advantage or influencing the action of a Public or private Agent. Contributions from donations and sponsorships will be made with the highest standard of transparency, integrity and legality. The Company has a committee that must meet annually in order to define the events it wishes to sponsor and set the limit on the amount to be allocated to social donations.
4.8- Political donations
Without prejudice to the Company respecting the participation of its employees (provided that they are always on a personal basis and outside working hours) in political activities, the Company does not engage in party political activities and does not make political contributions, whether for candidates, parties politicians, representatives of related parties or campaigns.
4.9- Mergers and acquisitions
Every time the Company seeks new business through mergers, incorporations, acquisitions, among other economic operations, due diligence of integrity must be carried out prior to the closing of the operation, to identify the history of involvement with corruption or other illegal conduct involving the other company that is involved in the economic transaction.
4.10- Records of accounting-financial operations
All accounting and financial transactions and operations of the Company must be fully documented, correctly approved, ensuring that its accounting, financial and treasury controls are always adequate, accurate and up to date. Under no circumstances should false, inaccurate or misleading documents appear in the Company’s books and records.
4.11 – Participation in public tenders
If the Company or any Third Party acting on behalf of the Company participates in public bids, it will be subject to and comply with the legal provisions of the Bidding Law and other Anti-Corruption Rules and under no circumstances will it carry out Acts of Corruption to obtain undue advantages.
5- Communication, training and questions
The Company will maintain a periodic and constant communication and training plan for its employees and Third Parties, as applicable, in order to disclose and raise awareness of the importance of complying with the Anti-Corruption Rules in the performance of its activities. Any situations, exceptions and/or clarifications regarding the application of this policy may be sent to the Compliance area.
6- Confidential Channel
It is the duty of all employees and Third Parties to report any and all acts or evidence of corruption or violation of this policy on the Company’s whistleblower channel via telephone 0800 512 7702, www.contatoseguro.com.br/beontag, in order to ensure protecting the ethical and legal principles adopted by the Company and preserving its image in the market. The whistleblower channel is operated by an independent and specialized company, and allows for anonymous reporting. The Company guarantees that there will not be any type of retaliation against employees who use it.
7- Investigations and Sanctions
All reported incidents of suspected violations of this policy will be promptly and appropriately investigated. After the investigation, if a conduct that violates the rules of this policy and/or the Anti-Corruption Rules occurs, immediate and exemplary corrective measures will be taken, always in accordance with the circumstances, gravity and applicable law. Any employee or Third Party who violates any provision of this policy will be subject to disciplinary action and related consequences, such as a written warning; suspension; dismissal without just cause; dismissal with just cause; exclusion of the Third Party from the Company’s list of suppliers; filing a relevant lawsuit.
8- Responsibilities
It is the responsibility of the Company’s employees to comply with all provisions of this policy and ensure that all Third Parties acting on behalf of the Company are informed about its content. Adherence to this policy is mandatory for all employees upon admission.
Relationship Policy with Customers and Suppliers
Relationship Policy with Customers and Suppliers
Standard: Relationship Policy with Customers and Suppliers
Responsible: Compliance Committee
Relationship rules with competitors, suppliers and customers
Effective date: 12.12.2019
1- Purpose
Reinforce the Company’s commitment to maintain the highest standards of integrity, ethics and governance in conducting its business by establishing guidelines for lawful relationships with competitors, suppliers and customers.
The purpose of this policy is to ensure that all employees and Third Parties understand the guidelines of this policy, especially in relation to the Competition Defense Law (Law No. 12,529/2011).
2- Scope
This policy applies to all Beontag employees and Third Parties acting on behalf of the Company. Compliance with this policy by everyone involved in the Company’s business is critical to ensuring the protection of the Company’s reputation.
Third Parties: Third Parties are the Company’s suppliers, partners, consortiums, service providers, or subcontractors, including, for example, consultants, lawyers, brokers, as well as individuals and legal entities acting on behalf of the Company;
3- Relationship with competitors
In the normal course of the Company’s business, Employees, depending on their functions, may maintain legitimate relationships and interactions with competitors at meetings or in the context of professional associations or unions. On these occasions, the exchange of information that could harm free competition, in order to favor or harm the Company or a competitor, is prohibited.
The Company’s competitors may also be its customers, partners or suppliers. In this case, communications with competitors will be strictly limited to those that are connected to the relationship in question.
To ensure that the interaction with a competitor is in accordance with the Antitrust Law, the relationship/interaction of Employees with competitors must comply with the following parameters:
3.1 It is prohibited to agree, combine, manipulate or adjust with a competitor, tacitly or expressly, for the purpose of[1]:
Limit competition;
Divide or allocate customers, suppliers, regions or periods;
Discriminate against purchasers or suppliers of goods or services, through differentiated pricing, or operating conditions for the sale or provision of services;
Impose, in the trade of goods or services, to distributors, retailers and representatives resale prices, discounts, payment terms, minimum or maximum quantities, profit margin or any other sales conditions relating to their business with third parties;
Recourse to the sale of goods or the provision of services, within the payment terms normal to commercial usages and customs; and
Make the sale of one good conditional on the acquisition of another or the use of a service, or make the provision of one service subject to the use of another or the acquisition of a good.
3.2 The exchange of information and/or discussions on competitive and commercially sensitive issues is prohibited, such as: prices, pricing or discount policies, terms or conditions of sale (including promotions, promotions and discounts schedule), credit terms and practices billing, terms and conditions offered by suppliers, profit or profit margin, costs, business and investment plans, expansion plans, marketing strategy, matters related to bids (including the intention to participate or not in a bid for a particular contract or project), warranty terms, among others.
3.3 Be very careful when participating in fairs, meetings or any events where competitors are present. Employees are not allowed to participate in meetings where prices or other sensitive information are discussed by competitors. If during a meeting, event or any form of legitimate interaction a discussion arises about prices or any of the matters mentioned above, the Employee must leave and record their departure in the minutes, as applicable.
3.4 No Collaborator is allowed to authorize the provision of services at excessively low prices (ie, below the total cost of the product, including operating costs) with the aim of harming competition or eliminating a competitor. Under no circumstances may an Employee set prices below the cost of production to “punish” or “retaliate” a competitor, with the aim of eliminating, harming or forcing him to adopt a certain pricing policy or competition policy .
3.5 Before bidding procedures with the government or competition procedures conducted by private entities, the following conducts between the Company and one or more competitors are strictly prohibited:
Discuss in advance or exchange specific information about the bidding process;
Reveal or discuss participation in a specific bidding procedure;
Submit fictitious, “pro forma”, proposals that are too high or contain specific conditions that make them unacceptable, although presented as genuine (“coverage proposals”);
Rotation of winning bids, whereby competitors agree to alternate between the company that will present the winning bid;
Suppress or limit the bid, when bidders agree to abstain from submitting a bid or withdraw their respective bids so that the bid submitted by another bidder is declared the winner;
Signing of subcontracting contracts, through which the bidders agree that, if the other bidder refrains from submitting a proposal or presenting a coverage proposal, the latter will be subcontracted to provide some type of service by the company that wins the bid.
4- Customer relationship
Some practices and business relationships with customers may harm free competition and violate the Antitrust Law. To ensure that customer relations are in accordance with current legislation, Employees must proceed in accordance with the following guidelines:
4.1 Under no circumstances will Employees try to coerce customers into hiring companies that compete with the Company or to impose geographic barriers that negatively impact the market.
4.2 It is strictly prohibited to prevent access to sources of input, raw materials, equipment or technology, as well as to distribution channels.
4.3 The rejection of contracts entered into with customers without reasonable commercial justification is prohibited. To ensure that termination of business relationships with the customer is lawful, the decision to terminate a business relationship must be based on sound business or business reasons.
4.4 Under no circumstances may an Employee enter into agreements with any customer to terminate a business relationship with another customer.
4.5 Collaborators shall not discriminate against customers who have the same characteristics and who cannot be differentiated based on objective commercial criteria. Customers can be treated differently only when there are plausible justifications, including, for example, granting discounts based on the volume of products purchased, location, purchasing capacity and credit, among others.
4.6 Making the purchase of a product conditional on the purchase of another product may violate the Competition Law. Thus, no Collaborator may impose, as a condition for the purchase of a product, the purchase of another.
4.7 If the Company decides to establish an exclusivity or non-compete clause in a given contract, it is recommended to consult the specific legal department in the jurisdiction of the activity, to verify the legality of the contract and the clause, as well as the need for prior notice to regulatory agencies and /or specific competitors.
5- Relationship with suppliers
Certain commercial practices and relationships with suppliers may harm free competition and violate the Antitrust Law. To ensure that relations with suppliers are in accordance with current legislation, Employees must proceed in accordance with the following guidelines:
5.1 There will be no rejection of contracts without justification. The decision to terminate a business relationship with a supplier must be based on sound business reasons, and must consider the legitimate interests of the parties. Under no circumstances may a Contributor enter into agreements with any suppliers to terminate a business relationship with the current supplier.
5.2 Collaborators must not condition the acquisition of products or services on reciprocal negotiations by the supplier of the Company’s services. The term “reciprocal negotiation” or “reciprocity” refers to the use of the purchasing power of the manufacturer or service provider to coerce a supplier into granting its favor in selling the product or providing the service.
5.3 Under no circumstances will Collaborators try to coerce suppliers to desist from selling, negotiating or submitting quotations to their competitors. Employees must not interfere in any way in the relationships between their suppliers and other customers.
5.4 Collaborators can and must legally negotiate to obtain the best price, discount and purchase conditions. However, as buyers, Employees must not intentionally induce prices, promotional discounts or services that constitute systematically unequal treatment, not justified by commercial or market reasons. Likewise, Employees must not mislead a supplier with false information, such as overestimated purchase volumes, for example, in order to obtain commercial offers on more competitive terms.
5.5 Collective purchase contracts can only be signed if the following conditions are met:
Existence of an economic reason to enter into the contract, such as better efficiency and better cost; and
The contract will not generate anti-competitive effects.
6- Confidential Channel
It is the duty of all employees and Third Parties to report any and all acts or evidence of anti-competitive practices or violations of this policy in the Company’s reporting channel, in order to ensure the protection of the ethical and legal principles adopted by the Company and preserve its image in the Marketplace.
The whistleblower channel is operated by an independent and specialized company, and allows for anonymous reporting. The Company guarantees that there will not be any type of retaliation against employees who use it.
7- Investigations and Sanctions
All reported incidents of suspected violations of this policy will be promptly and appropriately investigated. After the investigation, if a conduct that violates the rules of this policy is found to occur, immediate and exemplary corrective measures will be taken, always in accordance with the circumstances, gravity and applicable law.
Any Employee or Third Party who violates any provision of this policy will be subject to disciplinary sanctions and related consequences, such as a written warning; suspension; dismissal without just cause; dismissal with just cause; exclusion of the Third Party from the Company’s list of suppliers; filing a relevant lawsuit.
8- Responsibilities
It is the responsibility of the Company’s employees to comply with all provisions of this policy and ensure that all Third Parties acting on behalf of the Company are informed about its content. Adherence to this policy is mandatory for all employees upon admission.
[1] This list is merely illustrative. The attempt, even if it fails, to sign an agreement in this regard may constitute an unlawful act between the competitors, under the terms of the Antitrust Law.
Harassment Prevention Policy
Harassment Prevention Policy
Standard: Moral or Sexual Harassment Prevention Policy Responsible: Compliance Committee Norms for the prevention/prohibition of conduct related to moral and/or sexual harassment practices Effective date: 12.12.2019
1- Purpose
Establish guidelines for the identification and prevention of moral or sexual harassment practices, which may pose risks to the maintenance of harmony, respect and health in the workplace, in accordance with applicable Brazilian legislation, as well as in accordance with the values of the Beontag, especially in relation to the behavior expected from its professionals.
2- Scope
This policy applies to all workers in the Beontag and third parties who provide services on behalf of the company.
3- Guidelines
3.1- General guideline
Maintaining a healthy and harmonious work environment is essential for a healthy and productive relationship. In this sense, fundamental factors such as respect and ethics must be part of the daily work routine. Practices that can lead to episodes of abuse or violence, generating exposure to the risk of humiliation, discrimination, aggression to honor and dignity must be faced with discernment, seriousness and commitment, in order to build and maintain a balanced work environment. The identification of such practices or even the uncertainty regarding the occurrence of conduct not consistent with the general and specific guidelines of this policy must always be forwarded to the company’s management body, so that preventive, remedial or awareness measures can be taken immediately .
3.2- Specific guidelines
For the purposes of this policy, situations that may constitute harassment, expressly prohibited within the company, are listed below, by way of example. Moral Harassment:
Threatening or blackmailing a worker, whether subordinate, superior or co-worker, using any means that may exert physical or moral pressure on him;
Threatening a subordinate worker regarding the termination of the employment relationship, due to impasses occurred during the execution of the employment contract;
Repeat the same order for repetition or redoing of tasks considered simple, in order to obtain the worker’s emotional destabilization;
Overburden the worker by assigning tasks or unattainable goals, or even preventing the continuation of the development of activities, denying information or inducing him into error;
Divert the worker from his role; withdraw or not provide you with material necessary for the execution of tasks;
Order the execution of tasks that are not compatible with the technical knowledge or physical and/or intellectual aptitude of the worker;
Order the execution of tasks that can be considered humiliating in the face of common sense;
Require the execution of urgent tasks on a permanent basis, even if there is no proof of urgency or real need for the service;
Delegate dangerous tasks that are not provided for in the employment contract, and for which the worker has not been properly trained;
Systematically contradict all opinions expressed by the worker, or even criticize the work in an exaggerated or unfair way, publicly or in private situations;
Difficult or prevent the execution of promotions or the exercise of differentiated functions that can be achieved by the worker;
To pressure the worker not to exercise his legal or normative rights, as well as to give up more advantageous conditions obtained naturally in the course of the employment contract;
Interfere with the worker’s family planning, preventing or otherwise pressuring, for example, the occurrence of pregnancies or adoptions, marriage, social practices, etc;
Damage the worker’s workplace or belongings;
Prohibit communication between co-workers;
Control the time of use of the bathroom;
Determine that the worker undergoes a search procedure that may be considered vexatious or invasive;
Abusing verbally or physically, directing contemptuous gestures, changing the tone of voice or threatening other forms of violence, physically or morally;
Publicly demoralize the worker, through rumors or acts that are not consistent with the ethics and respect necessary in a work environment;
Criticize the private life, personal, physical, emotional or sexual preferences, political and religious convictions, or any other nature, expressed or not by the worker;
Making fun of physical attributes or the socioeconomic and regional origin of the worker, through imitations, nicknames or other actions that are not consistent with the ethics and respect required in a work environment;
Insinuate activities of a sexual nature, violence or that may imply an affronting act or disrespect for the worker through the use of gestures, words and other forms of communication;
Deliberately ignoring the worker’s presence or the role played by him in the context of teamwork, denying him the word or even failing to greet him or address him;
Determine espionage or other form of invasion of the worker’s privacy;
Deprive the worker from participating in get-togethers, lunches and activities developed together with other co-workers;
Segregating the worker from the work environment, either physically or by refusing to communicate;
Deliberately ignore health problems that affect the worker or medical recommendations in the distribution of tasks, collection of attendance and delivery of activities;
Make it difficult or prevent the worker from attending medical appointments; and
Practicing any other conduct that seeks to demotivate, depreciate, threaten, make work difficult, isolate or attack a certain worker, which may be considered unreasonable and not compatible with the company’s policies and values.
Sexual harassment:
Promising differentiated treatment or benefits under the condition of participating in meetings, performing sexual favors, or maintaining sexual relations, or any other activity of a sexual nature;
Blackmailing the worker for permanence or promotion in employment under the condition of participating in meetings, performing sexual favors, or maintaining sexual relations, or any other activity of a sexual nature;
Threatening the worker, covertly or explicitly, with regard to the adoption of reprisals, such as the loss of a job or any other, in the event of the worker’s negative attitude regarding participation in meetings, carrying out sexual favors, or even maintenance of specific relationships sexual, or any other activity of a sexual nature;
To narrate jokes or use of expressions of sexual content, in order to embarrass the worker or force him to comply with libidinous and unreasonable speech in the work environment;
Promote unwanted physical contact;
Make impertinent invitations, which expose the worker to the condition of embarrassment regarding their intimacy;
Practice exhibitionism of an erotic or sexual nature;
Create a pornographic environment, not consistent with the seriousness and lightness of routines in the workplace;
Sending gestures, messages of any kind, words or any other type of contact that may be considered obscene or that has the power to invade the worker’s privacy;
Promote unwanted conversations about sex;
Practicing any other conduct aimed at embarrassing, forcing or humiliating a certain worker regarding their sexual intimacy, which may be considered unreasonable and not compatible with the company’s policies and values.
In general terms, all prohibitive conducts, described by way of example in this session, are liable to be incurred by any hierarchical levels of workers, so that the observance of such conduct must be rejected by all professionals affected by the policy, under penalty of punishment.
3.3- Responsibilities
According to current legislation, the harassing person will be subject to administrative-labor punishments, which may be applied by the Beontag, such as: (i) verbal or written warnings; (ii) suspensions and (iii) dismissal for cause. Any injuries and/or damages suffered by the harassed person, whether of a moral or material nature, proven by internal investigation, will be subject to compensation by the harassing person, in accordance with current legal provisions. Additionally, the harassing person may be criminally investigated and prosecuted, pursuant to article 216-A of the Penal Code. If Beontag is ordered to indemnify damages of a moral or material nature, evidenced in any action of any kind of judicial or administrative order, the harasser will be called to participate in the process or will be notified back to reimburse Beontag for the amounts spent, duly updated in accordance with current legislation. In case of refusal or impossibility of such regressive procedure, still in accordance with current legislation, Beontag has the right to take legal action against the harasser to collect the amounts that it may disburse, duly updated and plus other ancillary expenses.
4- General Provisions
Any violation or suspected violation of the provisions contained in this policy must be promptly reported to the reporting channel (external channel), via telephone 0800 512 7702 or www.contatoseguro.com.br/beontag, with (i) preservation being guaranteed identity of the complaining person and (ii) the absence of any kind of retaliation. In the event of any doubts regarding the interpretation of this policy or the need for confirmation regarding the adequacy of any hypothesis to the terms of this document, the employee must contact the Compliance area or the Human Resources Department via email: [email protected]. Upon receiving this policy, our employees are expected to sign the Term of Commitment and Adhesion, as per the attached draft, expressly adhering to its terms and conditions.
* * * TERM OF COMMITMENT AND ADHESION TO THE CORPORATE POLICY: PREVENTION OF SITUATIONS OF MORAL OR SEXUAL HARASSMENT Full name:………………………………………………………………………… Position/Function: ……………………………………………………….. Sector/Department: ………………………………. Admission date: ……../……../………. I understand that this policy (“Policy for the Prevention of Situations of Moral or Sexual Harassment”) reflects Beontag’s commitment to maintaining a healthy, respectful and harmonious work environment. I commit to fulfill it fully in all my actions at work. I acknowledge that I have received a copy of the Policy for the Prevention of Situations of Moral or Sexual Harassment. After having read the document and having had the opportunity to ask questions about it, I declare that I agree with its content and commit to following and complying with all provisions and topics covered and defined therein. My signature on this Term of Commitment and Adherence to the Policy for the Prevention of Situations of Moral or Sexual Harassment is an expression of my free consent and agreement to comply with this document. Location ………./………./……… Employee Signature …………………………………………………………………………….. My signature on this Term of Commitment and Adherence to the Policy for the Prevention of Situations of Moral or Sexual Harassment is an expression of my free consent and agreement to comply with this document. Location ………./………./……… Employee Signature …………………………………………………………………………….. My signature on this Term of Commitment and Adherence to the Policy for the Prevention of Situations of Moral or Sexual Harassment is an expression of my free consent and agreement to comply with this document. Location ………./………./……… Employee Signature ……………………………………………………………………………..
Anti-Corruption Policy
Anti-Corruption Policy
Standard: Anti-Corruption Policy Responsible: Compliance Committee Norms for preventing and combating corruption Effective date: 12.12.2019
1- Purpose
Reinforce the Company’s commitment to maintaining the highest standards of integrity, ethics and governance in the conduct of its business by establishing anti-corruption guidelines. The purpose of this policy is to ensure that all employees and Third Parties understand the guidelines of the Anti-Corruption Rules, especially the Anti-Corruption Law (Law No. 12,846/2013), so that everyone observes the provisions to prevent and combat situations prone to acts of corruption, laundering of money and fraud.
2- Scope
This policy applies to all Beontag employees and Third Parties acting on behalf of the Company. Compliance with this policy by everyone involved in the Company’s business is essential to ensure the sustainability and protection of the Company’s reputation.
3- Terms and Definitions
The terms set out below will be used throughout the policy with the following meanings:
Public Agent: whoever exercises public function, temporarily or permanently, with or without remuneration, by election, appointment, designation, hiring or any form of investiture or bond, mandate, position, employment or public function. It is equivalent to a public agent who works for a service provider company contracted or associated with the execution of typical activity of the Public Administration;
Foreign Public Agent: who, even if temporarily or without remuneration, holds a position, employment or public function in agencies, state entities or diplomatic representations of a foreign country, as well as legal entities controlled by the public authorities of a country or foreign public organizations;
Corruption: is the act or effect of giving, promising, offering, authorizing, requesting or receiving in exchange, directly or indirectly, for yourself or others, an undue advantage (pecuniary or not) to a public official or the person equivalent to him/her lead to withdraw, act or fail to act in accordance with the law, morals, good customs;
Third Party Due Diligence: methodical procedure for analyzing information and documents with the predetermined objective of getting to know the organization and its administrators with which the Company intends to relate;
Hospitality: includes travel (air, land and/or sea), accommodation, food, entertainment.
Anti-Corruption Rules: Such rules include Law No. 12,846/2013 (“Anti-Corruption Law”), Law No. 8137/1990 (“Law Against Economic Crimes”), Law No. 8.429/1992 (“Administrative Impropriety Law”), Law No. 9,613/1998 (“Law Against Money Laundering”), Law No. 8.666/1993 (“Bidding Law”), in addition to other rules issued to prevent and combat corruption and economic crime;
Politically Exposed Persons: individuals indicated in Resolution No. 29/2017 of the Financial Activities Control Council – COAF, such as:
Holders of elective mandates of the Executive and Legislative Powers of the Union;
Office holders, in the Executive Branch of the Union, of:
Minister of State or equivalent;
Special Nature or equivalent;
President, vice president and director, or equivalent, of indirect public administration entities;
Attorney General of the Republic, the Attorney General for Labour, the Attorney General for Military Justice and the General Attorneys of Justice of the States and the Federal District;
Presidents and national treasurers, or equivalent, of political parties;
Governors and secretaries of State and the Federal District, State and District Deputies, presidents, or equivalent, of state and district indirect public administration entities and presidents of Courts of Justice, Military, Accounts or equivalent of State and District Federal;
Mayors, Councilors, Presidents of Courts of Auditors or equivalent of Municipalities.
Third Parties: Third Parties are the Company’s suppliers, partners, consortiums, service providers, or subcontractors, including, for example, consultants, lawyers, brokers, [as well as individuals and legal entities that are commercial representatives of the Company];
Undue Advantage: any kind of profit, gain, privilege or illicit benefit (whether in cash or any other utility).
4- Guidelines
4.1- General guideline
Any practice of acts of corruption, bribery, payment or receipt of bribes or any undue advantages, made directly or indirectly to the Public Administration, national or foreign, is prohibited. ,
4.2- Relationship with the Public Power
The Company reaffirms its integrity and transparent posture in its relationship with the Government and prohibits the practice of any acts of corruption, directly or indirectly, in its relationship with a Public Agent or a third party related to it, whether national or foreign. Corruption can take many different forms and is not restricted to paying bribes. The offer of other undue advantages, even if not quantifiable, can constitute corruption. According to Transparency International, corruption is the abuse of a “trusted power” for private gain, that is, it is the behavior of an agent who seeks to enrich himself (enrichment), or to people close to him, through the misuse of his assignments. In this sense, donations, contributions, sponsorships and even offering positions in the Company to a public official, their relatives or other related persons may constitute an act of corruption, if these acts are seen as a way of influencing the public official or obtaining something in return (“quid pro quo”). However, it is not always easy to identify an act of corruption. Some examples are discussed in this Policy, but they are not exhaustive. For this reason, it is highly recommended that employees contact the Company’s Compliance area whenever they have questions or notice any suspicious situation. All Company employees and Third Parties acting on behalf of the Company are prohibited from offering, promising, authorizing or receiving (directly or indirectly) any undue advantage (payments, gifts or the transfer of any value or property) to a Public Agent in order to to influence,
4.3- Relationship with Third Parties
All suppliers, contractors, intermediary agents and other partners who conduct business with the Company, for the Company or on behalf of the Company, must act with the highest level of integrity. Thus, it is the Company’s duty to conduct a compliance risk assessment by performing an integrity due diligence procedure, whose objective is to know and assess the integrity risks to which it may be exposed in its relationships with third parties. For more details regarding the complete flow of procedures prior to hiring a Third Party, see the Company’s Third Party Hiring Policy. This is because, under the terms of the Anti-Corruption Law, the Company may be held liable for acts of corruption committed by Third Parties hired by the Company, regardless of whether the Company is aware of the alleged unlawful conduct. It is forbidden for the Company’s employees, therefore, to request a Third Party to engage in or tolerate any conduct that the employee himself is prohibited, under the terms of this policy, from practicing. The hiring or maintenance of employees who have any degree of kinship with direct subordination to the employee who appointed them is prohibited.
4.4- Facilitation payment
Facilitation payments are payments made both to Public Agents and to employees in the private sector, as a personal benefit, to guarantee or speed up the execution of routine acts to which the company is entitled. It is expressly forbidden to offer or facilitate payment to accelerate or favor the analysis and obtaining of licenses, authorizations and permissions to be carried out by its employees and/or Third Parties.
4.5- Anti-corruption clause
The inclusion of an anti-corruption clause in all contracts entered into between the Company and its Third Parties is mandatory, whereby the parties declare their knowledge of the Anti-Corruption Rules and undertake to comply with them in full, by abstaining from any activity that constitutes or may constitute a violation of applicable law. Failure to comply with the anti-corruption clause may generate various sanctions to the other party, from requesting clarifications to the suspension or termination of the contract, without prejudice to other applicable legal measures.
4.6- Gifts, Gifts and Hospitalities
The Company’s employees and Third Parties are prohibited from accepting or offering any type of advantage, such as gifts, gifts and Hospitalities, to Public Agents, people related to them, or persons under private law in order to influence their decisions or obtain their own benefit or for the Company. All gifts, gifts and hospitality must be declared, and it will only be allowed to accept institutional gifts with no commercial value (for example, pens, diaries, caps, among other promotional materials usual in the business environment). If employees receive gifts or presents with commercial value, they must be delivered to the Compliance area for a draw among the Company’s employees. The draws will be monitored by the Compliance area to ensure the integrity and transparency of the procedure.
4.7- Social donations and sponsorships
Social donations and sponsorships must be carried out in a transparent manner, being previously documented in accounting controls, approved and carried out only for legitimate reasons for the purpose of the donation or sponsorship, such as meeting the humanitarian interests of supporting cultural and educational institutions. Specifically in relation to sponsorships, the Company is authorized to sponsor only events that are related to its business, in order to seek appreciation and knowledge of its brand, and limited to the amount approved annually by the committee. Donations and sponsorships to individuals are prohibited. Likewise, donations and sponsorships are prohibited from being offered, promised or granted with the purpose of obtaining an undue advantage or influencing the action of a Public or private Agent. Contributions from donations and sponsorships will be made with the highest standard of transparency, integrity and legality. The Company has a committee that must meet annually in order to define the events it wishes to sponsor and set the limit on the amount to be allocated to social donations.
4.8- Political donations
Without prejudice to the Company respecting the participation of its employees (provided that they are always on a personal basis and outside working hours) in political activities, the Company does not engage in party political activities and does not make political contributions, whether for candidates, parties politicians, representatives of related parties or campaigns.
4.9- Mergers and acquisitions
Every time the Company seeks new business through mergers, incorporations, acquisitions, among other economic operations, due diligence of integrity must be carried out prior to the closing of the operation, to identify the history of involvement with corruption or other illegal conduct involving the other company that is involved in the economic transaction.
4.10- Records of accounting-financial operations
All accounting and financial transactions and operations of the Company must be fully documented, correctly approved, ensuring that its accounting, financial and treasury controls are always adequate, accurate and up to date. Under no circumstances should false, inaccurate or misleading documents appear in the Company’s books and records.
4.11 – Participation in public tenders
If the Company or any Third Party acting on behalf of the Company participates in public bids, it will be subject to and comply with the legal provisions of the Bidding Law and other Anti-Corruption Rules and under no circumstances will it carry out Acts of Corruption to obtain undue advantages.
5- Communication, training and questions
The Company will maintain a periodic and constant communication and training plan for its employees and Third Parties, as applicable, in order to disclose and raise awareness of the importance of complying with the Anti-Corruption Rules in the performance of its activities. Any situations, exceptions and/or clarifications regarding the application of this policy may be sent to the Compliance area.
6- Confidential Channel
It is the duty of all employees and Third Parties to report any and all acts or evidence of corruption or violation of this policy on the Company’s whistleblower channel via telephone 0800 512 7702, www.contatoseguro.com.br/beontag, in order to ensure protecting the ethical and legal principles adopted by the Company and preserving its image in the market. The whistleblower channel is operated by an independent and specialized company, and allows for anonymous reporting. The Company guarantees that there will not be any type of retaliation against employees who use it.
7- Investigations and Sanctions
All reported incidents of suspected violations of this policy will be promptly and appropriately investigated. After the investigation, if a conduct that violates the rules of this policy and/or the Anti-Corruption Rules occurs, immediate and exemplary corrective measures will be taken, always in accordance with the circumstances, gravity and applicable law. Any employee or Third Party who violates any provision of this policy will be subject to disciplinary action and related consequences, such as a written warning; suspension; dismissal without just cause; dismissal with just cause; exclusion of the Third Party from the Company’s list of suppliers; filing a relevant lawsuit.
8- Responsibilities
It is the responsibility of the Company’s employees to comply with all provisions of this policy and ensure that all Third Parties acting on behalf of the Company are informed about its content. Adherence to this policy is mandatory for all employees upon admission.
Policy with Customers and Suppliers
Policy with Customers and Suppliers
Policy with Customers and Suppliers
Standard: Policy with Customers and Suppliers
Responsible: Compliance Committee
Relationship rules with competitors, suppliers and customers
Effective date: 12.12.2019
1- Purpose
Reinforce the Company’s commitment to maintain the highest standards of integrity, ethics and governance in conducting its business by establishing guidelines for lawful relationships with competitors, suppliers and customers.
The purpose of this policy is to ensure that all employees and Third Parties understand the guidelines of this policy, especially in relation to the Competition Defense Law (Law No. 12,529/2011).
2- Scope
This policy applies to all Beontag employees and Third Parties acting on behalf of the Company. Compliance with this policy by everyone involved in the Company’s business is critical to ensuring the protection of the Company’s reputation.
Third Parties: Third Parties are the Company’s suppliers, partners, consortiums, service providers, or subcontractors, including, for example, consultants, lawyers, brokers, as well as individuals and legal entities acting on behalf of the Company;
3- Relationship with competitors
In the normal course of the Company’s business, Employees, depending on their functions, may maintain legitimate relationships and interactions with competitors at meetings or in the context of professional associations or unions. On these occasions, the exchange of information that could harm free competition, in order to favor or harm the Company or a competitor, is prohibited.
The Company’s competitors may also be its customers, partners or suppliers. In this case, communications with competitors will be strictly limited to those that are connected to the relationship in question.
To ensure that the interaction with a competitor is in accordance with the Antitrust Law, the relationship/interaction of Employees with competitors must comply with the following parameters:
3.1 It is prohibited to agree, combine, manipulate or adjust with a competitor, tacitly or expressly, for the purpose of[1]:
Limit competition;
Divide or allocate customers, suppliers, regions or periods;
Discriminate against purchasers or suppliers of goods or services, through differentiated pricing, or operating conditions for the sale or provision of services;
Impose, in the trade of goods or services, to distributors, retailers and representatives resale prices, discounts, payment terms, minimum or maximum quantities, profit margin or any other sales conditions relating to their business with third parties;
Recourse to the sale of goods or the provision of services, within the payment terms normal to commercial usages and customs; and
Make the sale of one good conditional on the acquisition of another or the use of a service, or make the provision of one service subject to the use of another or the acquisition of a good.
3.2 The exchange of information and/or discussions on competitive and commercially sensitive issues is prohibited, such as: prices, pricing or discount policies, terms or conditions of sale (including promotions, promotions and discounts schedule), credit terms and practices billing, terms and conditions offered by suppliers, profit or profit margin, costs, business and investment plans, expansion plans, marketing strategy, matters related to bids (including the intention to participate or not in a bid for a particular contract or project), warranty terms, among others.
Recourse to the sale of goods or the provision of services, within the payment terms normal to commercial usages and customs; and
3.3 Be very careful when participating in fairs, meetings or any events where competitors are present. Employees are not allowed to participate in meetings where prices or other sensitive information are discussed by competitors. If during a meeting, event or any form of legitimate interaction a discussion arises about prices or any of the matters mentioned above, the Employee must leave and record their departure in the minutes, as applicable.
3.4 No Collaborator is allowed to authorize the provision of services at excessively low prices (ie, below the total cost of the product, including operating costs) with the aim of harming competition or eliminating a competitor. Under no circumstances may an Employee set prices below the cost of production to “punish” or “retaliate” a competitor, with the aim of eliminating, harming or forcing him to adopt a certain pricing policy or competition policy .
3.5 Before bidding procedures with the government or competition procedures conducted by private entities, the following conducts between the Company and one or more competitors are strictly prohibited:
Discuss in advance or exchange specific information about the bidding process;
Reveal or discuss participation in a specific bidding procedure;
Submit fictitious, “pro forma”, proposals that are too high or contain specific conditions that make them unacceptable, although presented as genuine (“coverage proposals”);
Rotation of winning bids, whereby competitors agree to alternate between the company that will present the winning bid;
Suppress or limit the bid, when bidders agree to abstain from submitting a bid or withdraw their respective bids so that the bid submitted by another bidder is declared the winner;
Signing of subcontracting contracts, through which the bidders agree that, if the other bidder refrains from submitting a proposal or presenting a coverage proposal, the latter will be subcontracted to provide some type of service by the company that wins the bid.
4- Customer relationship
Some practices and business relationships with customers may harm free competition and violate the Antitrust Law. To ensure that customer relations are in accordance with current legislation, Employees must proceed in accordance with the following guidelines:
4.1 Under no circumstances will Employees try to coerce customers into hiring companies that compete with the Company or to impose geographic barriers that negatively impact the market.
4.2 It is strictly prohibited to prevent access to sources of input, raw materials, equipment or technology, as well as to distribution channels.
4.3 The rejection of contracts entered into with customers without reasonable commercial justification is prohibited. To ensure that termination of business relationships with the customer is lawful, the decision to terminate a business relationship must be based on sound business or business reasons.
4.4 Under no circumstances may an Employee enter into agreements with any customer to terminate a business relationship with another customer.
4.5 Collaborators shall not discriminate against customers who have the same characteristics and who cannot be differentiated based on objective commercial criteria. Customers can be treated differently only when there are plausible justifications, including, for example, granting discounts based on the volume of products purchased, location, purchasing capacity and credit, among others.
4.6 Making the purchase of a product conditional on the purchase of another product may violate the Competition Law. Thus, no Collaborator may impose, as a condition for the purchase of a product, the purchase of another.
4.7 If the Company decides to establish an exclusivity or non-compete clause in a given contract, it is recommended to consult the specific legal department in the jurisdiction of the activity, to verify the legality of the contract and the clause, as well as the need for prior notice to regulatory agencies and /or specific competitors.
5- Relationship with suppliers
Certain commercial practices and relationships with suppliers may harm free competition and violate the Antitrust Law. To ensure that relations with suppliers are in accordance with current legislation, Employees must proceed in accordance with the following guidelines:
5.1 There will be no rejection of contracts without justification. The decision to terminate a business relationship with a supplier must be based on sound business reasons, and must consider the legitimate interests of the parties. Under no circumstances may a Contributor enter into agreements with any suppliers to terminate a business relationship with the current supplier.
5.2 Collaborators must not condition the acquisition of products or services on reciprocal negotiations by the supplier of the Company’s services. The term “reciprocal negotiation” or “reciprocity” refers to the use of the purchasing power of the manufacturer or service provider to coerce a supplier into granting its favor in selling the product or providing the service.
5.3 Under no circumstances will Collaborators try to coerce suppliers to desist from selling, negotiating or submitting quotations to their competitors. Employees must not interfere in any way in the relationships between their suppliers and other customers.
5.4 Collaborators can and must legally negotiate to obtain the best price, discount and purchase conditions. However, as buyers, Employees must not intentionally induce prices, promotional discounts or services that constitute systematically unequal treatment, not justified by commercial or market reasons. Likewise, Employees must not mislead a supplier with false information, such as overestimated purchase volumes, for example, in order to obtain commercial offers on more competitive terms.
5.5 Collective purchase contracts can only be signed if the following conditions are met:
Existence of an economic reason to enter into the contract, such as better efficiency and better cost; and
The contract will not generate anti-competitive effects.
6- Confidential Channel
It is the duty of all employees and Third Parties to report any and all acts or evidence of anti-competitive practices or violations of this policy in the Company’s reporting channel, in order to ensure the protection of the ethical and legal principles adopted by the Company and preserve its image in the Marketplace.
The whistleblower channel is operated by an independent and specialized company, and allows for anonymous reporting. The Company guarantees that there will not be any type of retaliation against employees who use it.
7- Investigations and Sanctions
All reported incidents of suspected violations of this policy will be promptly and appropriately investigated. After the investigation, if a conduct that violates the rules of this policy is found to occur, immediate and exemplary corrective measures will be taken, always in accordance with the circumstances, gravity and applicable law.
Any Employee or Third Party who violates any provision of this policy will be subject to disciplinary sanctions and related consequences, such as a written warning; suspension; dismissal without just cause; dismissal with just cause; exclusion of the Third Party from the Company’s list of suppliers; filing a relevant lawsuit.
8- Responsibilities
It is the responsibility of the Company’s employees to comply with all provisions of this policy and ensure that all Third Parties acting on behalf of the Company are informed about its content. Adherence to this policy is mandatory for all employees upon admission.
[1] This list is merely illustrative. The attempt, even if it fails, to sign an agreement in this regard may constitute an unlawful act between the competitors, under the terms of the Antitrust Law.
