This Code of Ethics and Conduct Rules (“Code”) holds the main purpose to convey trust and bring clarity to the staff of “Remer, Villaça & Nogueira” (hence “Company”) regarding the norms that must be observed during the performance of activities at the Company, and its relation not only towards the Company itself, but also amongst fellow staff members, clients, suppliers and third parties alike. The present Code has the following proposition:
1. expressly inform what the Company’s values are, to which must be made known and followed by each and every employee.
2. assure that all employees comprehend clearly what are their rights and duties linked to the ethical and legal norms that orient the Company’s activities;
3. without disregarding common sense, function as a guide for the employees on the execution of their daily activities;
4. instruct the employees about actions to be taken when they become aware or targeted of infractions of determined norms, as indicated in this Code.
This Code follows the ideals proposed and guiding principles of the United Nations and of Humans Rights, and, therefore, adheres to a sustainable social, economic and environmental stance. At any moment, the Company may take upon more detailed rules and procedures in relation either to the sections covered by the Code or to situations not explicitly comprised in it.
The term “employee”, by means of the present Code, contemplates administrators, partners, associates, staff and continuous service providers of the Company.
In order to ensure the fulfilment of the Company’s values, the compliance to the Code and the Company’s rules and procedures are a condition of employment / collaboration / provision of services for the Company.
1.1 COMPANY’S VIRTUES
The virtues that oversee all Company activities are:
• Integrity and Collaboration;
• Respect and Dignity;
• Cordiality and Efficiency;
• Innovation and Sustainability;
• Liberty and Health; and
• Client and Result-driven.
1.2 CODE’S PERFORMANCE AND INTERPRETATION
No employee shall infringe or command third parties to infringe the Code’s clauses.
On determined situations the adequacy or inadequacy of some of our conducts or a conduct of other employees may not seem clear. In a general sense, the employee must always ask him/herself whether:
1) One’s conduct or another employee’s conduct is adequate to the Brazilian legislation or other international norms, if applicable;
2) One’s conduct or another employee’s conduct is adequate to this Code of Ethics and Conduct;
3) One’s conduct or another employee is adequate to the virtues of the Company.
If at any given moment any doubts are risen, the employee must ask him/herself: would I appreciate seeing my manner published on the newspaper or would I take pride on telling my family what I did today? Or, the conduct of another employee, if published on the newspaper or came to Clients’ knowledge, would bring benefits to the Company’s image? If the answers to those questions are negative, beware. In any case, communicate and ask questions with the ones responsible for the implementation of this Code and for the Compliance trainings, through the Channels of communication informed in the following section.
1.3 CODE IMPLEMENTATION AND CONTACT CHANNELS IN CASE OF INQUIRIES
The Company’s Compliance sector is accountable for implementing, assuring and inspecting the Code’s performance. It is the duty of the referred sector to assure that all of its employees are adequately acquainted with the Code and are applying it coherently and constantly, on the exercise of their activities in the Company, being responsible to orient, assess and settle all inquiries related to the Code or its eventual diversion that may rise.
All questions and enquires to the Compliance sector must be forwarded by the employees to the e-mail firstname.lastname@example.org. In case the employee wishes to keep its identity confidential in order, for example, to avoid retaliations, he/she may contact the anonymous channel available on the Company´s website. To this purpose, the employee can access the website “www.remer.com.br” by entering the page “Complaints and Suggestions”. The message, without any user identification, will be automatically sent to the email email@example.com.
Each sector manager is responsible for the distribution of the Code for its correspondent staff. Periodically, it may be solicited that the employees certify, in writing, that they are fully aware of the terms and obligations established in the Code, compromising, expressly, to observe and fulfil it under the performance of their activities.
2. BASIC PRINCIPLES AND PRACTICES
2.1. LAW ENFORCEMENT
The Company values the obedience to all laws, norms and regulations applicable to the performance of its business. Hence, it is paramount to the employee, under the practice of its activities, to be wary and strictly follow all the prevailing legislation. The use of funds or assets of the Company for illegal or improper purposes is strictly forbidden. When the laws, norms and applicable regulations are ambiguous, the employee shall obtain legal orientation from the Compliance Sector to clarify the meaning and assert its performance.
2.2 WORK RELATED QUESTIONS
The work aimed at the employee must be carried out in accordance with the specifications and guidelines of the Company, to serve its customers, within the scope of legal and ethical business.
Every and any research performed under the scope of the employee’s activities in the Company, must be made in a responsible manner and in accordance to the science and knowledge available, with no harm regarding the third party’s intellectual rights.
All employees and job candidates must be qualified and fill the work requirements established by the Company, to which shall grant fair wages and reasonable working hours. Notwithstanding, every young employee must be of age equal or older than the minimum required by law, although never inferior than 15 (fifteen) years of age. In particular, the youth shall not perform work that is mentally, physically, socially or morally dangerous or jeopardize in their educational duties.
The Company compromises to all its employees, to keep honourable and fair relations towards all, to hold fair, transparent procedures and access to proper solutions for any sudden events that may take place.
No employee or job candidate shall be discriminated in recruitment, hiring, training, or promotion based on its age, ethnicity, gender, nationality, disabilities (physical or mental), incapacity, marital status, social status, financial condition or any kind of prejudice.
The Company compromises to offer a space free of hostility, sexual and moral harassment. An infraction to these norms may be considered an infraction to the applicable law that exposes both the Company as the guilty employee to the civil and criminal responsibilities. Such infractions must be reported to the Company’s Compliance sector.
The employment agreements, as well the agreements of association or of rendering of services must be agreed voluntarily and freely between the employee and the Company, under the terms of the applicable legislations, and duly documented in writing.
The employee is free to exercise its right to belong to trade associations to negotiate or claim rights. No employee shall be intimidated or targeted of retaliation if he/she joins a trade association.
2.3 FAIR PRACTICES
When interacting with clients, suppliers, fellow competition or other Company employees, each employee must take an effort to act with integrity, honesty and cordial manner, such as to dispel taking advantage of any circumstances thought unlawful practices.
Conflict of interests
The Company respects the privacy of its employees on the fairing of their personal business, however, it is important that the employees pay attention and report upcoming conflicts of interest that may rise between their personal business and the activities that they perform at/for the Company.
The employees must avoid performing any activities in which their personal interests may clash, or seem conflicting, with the Company’s interests, in their relation with suppliers, clients or fellow competitors, current or in potential.
In the case of identification of a conflict of interests or dwelling on the occurrence or not of a conflict, the employee must, in writing, inform the conflict(s) of interest, either already existing or in potential, the Compliance sector, under penalty of this Code, even if by means of consultation. The Company must inform the clients on the situation of clash of interest that involve them, respecting the duty of confidentiality of information of third parties.
Without restricting the overall reach of this norm, the relations and manners casted next shall be considered conflict of interests, unless in special circumstances are informed in writing, specifically and justifiably approved by the Company:
• Employment/work simultaneously at the Company and at any other Company and/or for another person, if said labour/work impacts directly on the time or attention that should be dedicated towards the Company’s business;
• Employment/work simultaneously at the Company and at a fellow competitor or any current or potential client;
• The control, by one employee or immediate relative of an employee, on a significant financial interest to any competitor, supplier or client, current or in potential. The tem “financial interest” refers to any form of property or value of participation. Usually, the financial interest of the employee will not be considered relevant if the employee and its immediate relatives possess less than 1% of a publicly held company.
Corruption and Inappropriate Payments
It is not permitted any kind of corruption, active or passive and extortion in the entirety of activities performed by the Company. No inappropriate payment ought to be made by or under the Company’s name, direct or indirectly, to the administrators, representatives or collaborators of clients, suppliers or the Company’s competitors, as well as to public servants or government agents. Such inappropriate payments may be considered bribery or corruption and are not to be tolerated.
Inappropriate payments include, but are not restricted to:
• Bribes, commissions or unsolicited refunds;
• Donation or property lease of the Company or the provision of services by employee of the Company;
• Making or payment of expenses on behalf of others;
• Restitution of administrators, employees or Company representatives for payments made by them on behalf of the Company.
Payment does include:
• Any incentives programs that are approved by the client or supplier and that is consistent to the industrial practice;
• A reduction or discount on the Company’s products/services offered to all the employees, or to a specific group of employees of a client or supplier;
• Authorized and acceptable entertainment for clients, potential clients or others involved with the Company’s business in an appropriate fashion to the business relations and the discussion of commercial issues; or
• Low price gifts for the promotion of the Company’s products/services (such as calendars, agendas and commercial expenses authorized by the Company).
As these transactions are not prohibited by this standard, they must be accurately recorded in the Company’s accounting books.
It is strictly prohibited to the employee to receive cash or gifts from third parties and/or in connexion to the activities it performs at the Company.
Casual business entertainment, including meals, transportation and low cost souvenirs is appropriate, unless that the cost or frequency is such that may be interpreted as an influence factor, somehow, on the goal of a business decision. To determine whether a gift/entertainment may be interpreted as a influence factor, somehow, on the goal of a business decision, the position of the employee and if the employee is or could in position to influence the relation of the Company to the competitor, supplier or client shall be taken into consideration. If there are any clarifications to be made, the doubts must be direct to the Compliance section of the Company.
Social interactions related to business can be beneficial to the Company, when properly conducted within the permitted scope. The employees must take an effort to guarantee that there are no reasons that an outsider deems such interactions as improper.
2.4 CLASSIFIED INFORMATION
All information regarding the Company and its business and clients or competitors, that are not of public knowledge, are classified. Hence, the employees:
• Must maintain the information as confidential entrusted to them by the Company or clients, except when the disclosure is required by law;
• Must treat Intellectual Property, know-how and clients privacy accordingly to the applicable law;
• Must not disclose non-public information to unauthorized personnel, internally as externally;
• Must keep the received information from other parties; and
• Are forbidden to benefit from of any privileged information, insider trading and money laundering development.
If the employees are uncertain of which information may be disclosed, they shall seek guidance with the Compliance Sector of the Company. The unauthorized disclosure of classified information shall be considered an infraction to the Code and might subject the offender not only to indemnity action but to termination of his/her employment contract, exclusion from the board or dismissal for due cause.
2.5 PROTECTION AND APPROPRIATE USE OF THE COMPANY’S ASSETS
The employees must safeguard the company’s assets and assure their efficient use. The temporary or permanent misappropriation of assets shall not be tolerated. The private unauthorized use of any of the Company’s assets is strictly prohibited.
2.6 ENVIRONMENTAL ISSUES
The Company and its employees must abide to all the laws, regulations and applicable conducts to the protection of the environment and preservation of natural reserves, adopting a sustainability stance towards the environment and its impacts. Hence, for instance, the care and environmental consciousness in the consumption of paper and of electricity are essential and necessary in the daily life at work.
2.7 COMPANY’S ARCHIVES
The integrity and perfection on the maintenance of archives are not only a norm of the Company, but also a legal requirement. The Company is obliged by law to administrate the books, archives and accounts, in a clear and accurate manner, in order to reflect all the transactions and to maintain an effective global system of internal management.
The improper alteration, destruction, occultation or counterfeiting of documents may result in criminal penalties. Consequently, the proper registry of all transactions is essential for the Company’s business control and for the exactitude of financial reports. In order to keep the integrity of the accounting entries, all the inputs in books and archives of the Company shall be carefully prepared, being upheld by adequate documentation, in order to provide full, exact registries that are auditable. No false or misleading entry ought to be made, by any means, and no employee should help someone else to perform a false or misleading entry.
The employees must provide complete and exact information to the Company’s administrations, to the legal counsel, to the independent auditor and any other authorized person that receives such information.
Secret activities propose misdemeanour, while that full disclosure of information reinforces responsibilities and acts like a powerful way of restriction of error and rising of reputation. Therefore, occult transactions or unregistered are not allowed under any scenario. Any employee that holds information or knowledge on any unregistered transaction, occulted or on counterfeiting of registries must report it, at once, to the Company’s Compliance Sector.
2.7 INTELLECTUAL PROPERTY AND COPYRIGHT OF THIRD PARTIES
The misappropriation (temporary or permanent) or unauthorized use of assets, tangible or intangible shall not be tolerated.
The unauthorized disclosure and use of works and presentations of the Company are forbidden.
The employees shall not install fake or unauthorized software by the Company, neither download music without prior and express permission of the Compliance Sector. Equally, on the use of material developed by third parties, even if available online, under the performance of their activities, the employees must pay attention and guarantee that its use does not infringe intellectual property rights of others.
The employees shall not copy documents, virtually or physically, of ownership or in possession of the Company (including client’s documents, suppliers and third parties) without Company’s authorization.
3. INFRACTION REPORTING AND PLATFORM OF COMPLAINT
An employee that has taken knowledge of an infraction to the Code or believes a violation is bound to be committed in the future, must report the issue to the Compliance Sector, via e-mail: firstname.lastname@example.org.
Hence, the employee that, in good faith, reports a possible infringement to the Code, is not subject to retaliation. In this sense, the Compliance Sector will keep the complaint properly updated regarding the investigation procedure of the reported case until its final decision.
Still, suppliers that are made aware on any infringement on this Code, being by their on collaborators or the Company’s must inform the Compliance Sector on the occurrence. The Compliance Sector will investigate and keep the complaint informed on the procedures and measures adopted.
To ascertain that an employee that informs an infraction is protected against reprehension, the complaint can be made anonymously on the Company´s website. To this purpose, the employee can access the website “www.remer.com.br” by entering the page “Complaints and Suggestions”. The message, without any user identification, will be automatically sent to the email email@example.com.
Attempts of retaliation
Any attempt to retaliate against the employee who reports an infraction will be severely punished. In addition, it is considered a federal crime the retaliation against anyone who provides the law enforcement officer with any correct information related to the committing, or possible committing, of a federal crime.
If there is a suspicion of a report grounded on poor intentions, the Compliance Sector will investigate the reported case as discreetly as possible.
Employees assistance in investigation
Employees may, from time to time, be contacted by the Company’s Compliance officers, in order to describe or provide further information over determined conducts of themselves or related to other collaborator that they have been made aware of, by means of investigating reports of breaches to the Code.