COMPLIANCE POLICY
1- WORDS FROM THE BOARD OF DIRECTORS:
Pavidez Engenharia Ltd is committed to performing infrastructure engineering services and urban, road, railway and mining services for the private and public market in an ethical, integrated, probative and transparent manner, disseminating among its employees, suppliers and partners, pre-established rules, in order to regulate its conduct and avoid the occurrence of irregularities and illegalities in the business signed by the company, having as premises the efficiency, effectiveness and continuous improvement of the COMPLIANCE MANAGEMENT SYSTEM, and with the objective of expanding with responsibility, solidity, sustainability, continuity and reliability. In order to ensure the moral principles assumed herein, the compliance rules are applicable throughout the organization’s scope of action, covering all its departments and establishments, located in the Headquarters, in the branches and in the commercial support and construction support offices, and to all interested parties, whether internal or external.These rules also aim to ensure full compliance with the legal and infra-legal rules applicable to the company’s business, the attribution of responsibilities to all members of the organization, internal and prior investigation to carry out the most sensitive businesses to the risks to be mitigated by Compliance, the opening of a secure and confidential channel to receive complaints and the treatment and application of solutions in the event of any non-compliance, discouraging any conduct contrary to the COMPLIANCE MANAGEMENT SYSTEM. Pavidez Engenharia Ltda has zero tolerance for fraud, corruption, money laundering and cartel, and, through the COMPLIANCE MANAGEMENT SYSTEM implements good governance practices within the organization, and establishing through the Compliance Manual and Specific Internal Procedures, the standardization of the flowchart of activities, approval levels, responsibilities and the balance of consequences for acts of non-compliance, in order to mitigate all risks in this regard. And to ensure the efficiency, effectiveness and continuous improvement of the COMPLIANCE MANAGEMENT SYSTEM, the procedures are continuously reviewed and improved, whenever the need is verified through raising concerns and critical analysis, and obtained through internal and external audits We ensure that there is no retaliation, discrimination or disciplinary action for refusing to participate in any wrongful act set out in our integrity compliance obligations, even if such refusal could result in the loss of business to the organizationEdson Fernando Maciel Tavares and Eloizio Maciel Tavares – Directors
2-ASSUMED COMMITMENTS:
1 – We do not tolerate and do not allow any type of act related to corruption, bribery, fraud, money laundering and cartel;
2- We comply with our Integrity Compliance obligations;
3 – We comply with the requirements of the ABNT NBR ISO 37301 Standard in its updated version, as well as exercising the process of continuous improvement on these requirements;
4 – We do not accept any business opportunity that conflicts with our ethical values and that conflicts with our Integrity Compliance obligations;
5 – We always act ethically in our relationships with customers, suppliers, consortium members, society, public agents and other interested parties;
6 – We are fully aware that ethical action will be one of the fundamental factors for the continuity of Pavidez Engenharia Ltda, protecting it from negative media and consequences that will affect our financial health;
7 – Establish and maintain a culture of Integrity Compliance permeating all levels of our Organization.
3 – COMPLIANCE OFFICER AND GOVERNANCE PRINCIPLES:
Pavidez Engenharia has appointed a Compliance Officer responsible for maintaining and improving our Integrity Compliance Management System.
It must, also:
· Facilitate and assist in the identification of Integrity Compliance obligations;
· Document the Integrity Compliance risk evaluation
· Align the Integrity Compliance Management System with the established Compliance objectives;
· Monitor and Measure Integrity Compliance performance;
· Analyze and evaluate the performance of the Integrity Compliance Management System to identify needs for corrective actions;
· Establish a Compliance documentation and reporting system;
· Ensure that the Compliance Management System is critically analyzed, according to planned intervals;
· Ensure that the Ethics Line Channel is properly established, ensuring that the issues raised are
properly addressed.;
The Compliance Officer also provides:
· Staff with access to resources on Integrity Compliance policies, processes and procedures; and
· Advice to the organization on issues related to compliance.
The Compliance Officer has:
· Total independence and autonomy of action;
· Direct access to the Board of Directors;
· Authority and competence to carry out its activities;
· Access to any information, at all levels of the Organization and of senior decision-makers with the opportunity to contribute at the beginning of the decision-making processes; and
· Access to expert advice on relevant laws, regulations, codes and organizational standards
4 – GIFTS AND ENTERTAINMENT POLICY:
The Gifts may be distributed as a courtesy, advertising, regular dissemination or on the occasion of events or commemorative dates of historical or cultural nature.
It is allowed the offering and acceptance of gifts to all employees and business partners, with the sole purpose of promoting the brand.
For the delivery of gifts to private partners, it must be verified in advance if the practice is allowed by the internal rules of conduct.
The delivery of gifts to public partners is prohibited, in compliance with item XII of art. 117 of Law No. 8,112/90: “the public servant is prohibited from receiving bribes, commissions, gifts or advantages of any kind, due to its attributions”. The delivery of institutional gifts with the company’s logo is allowed.
Therefore, it is only allowed to deliver and receive institutional gifts, being prohibited any other types of gifts or gifts within the scope of the organization.
It is not allowed to offer gifts to any business partner. Exceptional requests must be submitted to the Compliance Officer. Receiving gifts from third parties at Pavidez is not allowed.
In the case of entertainment, granting or receiving invitations to commercial, social, cultural or sporting events can be used as an opportunity to create or strengthen a business relationship and even to present third parties with more information about Pavidez Engenharia Ltda.
Such invitations must follow the following rules:
· In the case of sending an invitation, the event must be sponsored by Pavdez Engenharia. If not, the Compliance Officer must be consulted and subsequently approved by the Compliance Council;
· In the case of receiving an invitation, the event must be sponsored by the commercial partner. If not, the Compliance Officer must be consulted and subsequently approved by the Compliance Council;
5 – HOSPITALITIES AND MEALS POLICY:
It is often pertinent to discuss business or operations over meals. Pavidez understands that it is inappropriate to offer meals in excessive or frequent amounts.
A meal can only be offered by Pavidez professionals if:
· It is related to contracts or in possible contract negotiations;
· The value is equivalent to a normal business meal and does not include alcoholic beverages;
· Pavidez professionals can only accept meal invitations if they are practices of professional relationship, without being contrary to our Organization’s Culture of Compliance.
The payment of hospitality is not permitted for public officials. It is admitted for other customers and partners when the visit or trip is intended to serve the company’s business, such as visits to projects, business meetings and inspections in difficult-to-access works.
The common standards of means of transportation, food and accommodation commonly offered to the organization’s employees on business trips must be respected.
It is forbidden to offer travel, food or accommodation for private purposes, or extended to companions.
6 – RELATIONSHIP WITH PUBLIC AGENTS AND PUBLIC ENTITIES – CLIENTS OR NOT:
Relations with public officials must continue to respect public interests and be duly guided by compliance with applicable laws, ethics and transparency.
In the relation with any public entity and public agent:
· Any and all acts against the public administration at all levels of the municipal, state and federal spheres are expressly prohibited;
· The team members of Pavidez Engenharia Ltda. must reject any and all requests for undue advantage from public agents;
· The described rules related to gifts and hospitality in this document must be respected;
· Reunions or meetings with public officials must meet the following points:
a) Non-routine meetings must be previously and formally scheduled, containing: (i) the subject to be discussed at the meeting, (ii) the name of the Employees or Third Parties who will participate in the meeting, (iii) suggestion of a date and time and (iv) name and contact details of the Public Agent(s) who will conduct the meeting and the Institution to which they belong, (v) subject to be addressed. Communicate via email compliance@pavidez.com.br to the Compliance Officer.
b) If it is not possible to communicate the meeting in advance, the person in charge of the highest level Pavidez Engenharia participating in the meeting must, within 7 calendar days, after the meeting, formalize, in a report or in an email to compliance@pavidez.com. br, to the Compliance Officer, containing the following information: Place and date of the meeting; succinct description of the subject dealt with; full name and title of the participants; succinct description of the deliberations taken;
c) Whenever possible, a meeting should be held with at least two members of the Pavdez Engenharia team;
d) Routine activities of relationship with public agents such as: assistance to construction inspectors, counter contacts, labor terminations, obtaining guides or certificates, notary transactions and protocols, obtaining permits, must not be communicated.
· Regarding to bids and contracts, it is prohibited to:
a) frustrate or defraud, through adjustment, combination or any other expedient, the competitive nature of a public bidding procedure;
b) prevent, disturb or defraud the performance of any act of public bidding procedure;
c) remove or seek to remove bidders, by means of fraud or offering an advantage of any kind;
d) defraud public bidding or contract resulting therefrom;
e) fraudulently or irregularly create a legal entity to participate in public bidding or enter into an administrative contract;
f) fraudulently obtain an undue advantage or benefit from modifications or extensions of contracts entered into with the public administration, without authorization by law, in the public bidding notice or in the respective contractual instruments; or
g) manipulate or defraud the economic-financial balance of contracts entered into with the public administration;
h) hinder the investigation or inspection activity of public bodies, entities or agents, or intervene in their performance, including within the scope of regulatory agencies and supervisory bodies of the national financial system.
7 – DONATIONS AND SPONSORSHIP POLICY:
Donations and sponsorships are allowed for individuals and non-profit entities of an assistance, social, scientific, cultural and sports nature in order to contribute to the valorization of human beings and their psychosocial development.
To receive a donation, the interested institution must apply and have its registration approved by the Compliance Committee, based on the rules established herein. The suitability of the donation request to the organization’s objectives must be verified, and the suitability and absence of conflict of interest must be verified through the application of the Integrity Due Diligence.
The granting of donations or sponsorships to individuals or institutions managed or administered by public agents or their relatives is prohibited, up to the 4th degree in a direct or collateral line if consanguineous and up to the second degree by affinity, under the terms of the Brazilian Civil Code (Art. 1591 to 1595), regardless of its intended purpose.
Once the suitability and clearance of the fulfillment of the donation request has been verified, it can be carried out, formalized through a donation term or sponsorship term to be prepared by the legal department, and forwarded to the accounting and financial departments for effective payment and registration.
The sponsorship term must establish the counterpart to be undertaken by the beneficiary, such as publicizing the company’s brand during the event or publicizing the work.
The donation and sponsorship must be registered in specific and distinct accounting accounts, in order to compose reports and facilitate the traceability of information.
Details of the process are available in procedure 08 Sponsorships and Donations.
8 – CONFLICT OF INTEREST POLICY:
At Pavidez Engenharia we work to avoid conflicts of interest, real, potential or apparent.
Conflict of interests is when there are situations in which business, finances, families, political or personal interests may interfere with people’s judgment when exercising their actions within Pavidez Engenharia.
The Conflict of Interest policy aims to define the conduct of employees and third parties in relation to situations that may constitute a conflict of interest, thus ensuring that they respect the ethical precepts of the Compliance Management System. Conflicts of interest may arise at any time during the execution of the organization’s work, involving family relationships between interested parties and relationships with politically exposed people, making it necessary to establish clear rules in order to avoid them.
According to Circular 3,339/06 of the Central Bank of Brazil, a politically exposed person is considered to be one who performs or has performed, in the last five years, relevant public positions or functions in Brazil and in other foreign countries and territories and in their dependencies. In this way, any position, job or relevant public function held by heads of state and government, high-level politicians, high-ranking public officials, high-level magistrates or military, directors of public companies or political parties, among others, falls into this category.
In view of this, Pavidez Engenharia Ltda establishes the following prohibitions:
· The hiring or promotion of spouses, partners, successors or descendants of an employee already established at the immediately higher or lower hierarchical level, must be previously approved by the Board of Directors;
· It is forbidden to hire politically exposed people who are active or who left their position less than one calendar year as employees;
· It is forbidden to hire companies that supply products and services owned by politically exposed persons and other public servants;
· It is forbidden for a Pavidez employee to:
a) Have a second job that competes with and/or affects the ability to satisfactorily perform their duties, or the employer is a direct or indirect competitor, distributor, supplier or customer of Pavidez Engenharia;
b) Use non-public information or image of Pavidez Engenharia for personal gain or advantage, or for the gain or advantage of a third party;
c) Receive discounts or other personal benefits from suppliers, service providers, consortium members or customers that are not available to all members of the Pavidez Engenharia team;
d) In business relationships with suppliers, consortium members and customers, it is not allowed to obtain personal gain or receive any type of advantage with the intention of benefiting them in the contracting process, including privileged information;
e) Request a favor from a supplier or customer for one’s own benefit;
f) Use Pavidez Engenharia resources for their own benefit.
The employees of Pavidez Engenharia Ltda, from the administrative, engineering (commercial, budget, planning and control), supplies, maintenance, financial and accounting, human resources, IT, legal departments, in addition to construction managers, construction supervisors, administrative supervisors of works and engineers, must annually issue the declaration of conflict of interest. This process will be coordinated by the Human Resources area.
Each Pavidez Engenharia employee must inform the Compliance Officer, via the e-mail compliance@pavidez.com.br, by filling the “Conflict of Interest Declaration” of any relationship he or she has with a PEP (Politically Exposed Person) or any situation that may constitute an actual, potential or apparent conflict of interest.
9 – RELATIONSHIP WITH PRIVATE CUSTOMERS:
We always do our services with a positive and honest environment. Our commercial efforts have always been based on our competence and delivery of products and services compatible with the needs and expectations of our customers.
We do not use illegal means, cartel formation, or promise of undue advantage to obtain contracts.
We adopt free competition as a principle. We are not involved in any type of agreement that could impede free competition.
It is not part of our commercial rules any type of pricing practice that may harm the reasonableness of values and obstruct the participation of competitors
10 – INTEGRITY IN ACCOUNTING RECORDS:
Accounting records are a fundamental part of the pillars that support Pavdez Engenharia.
Complying with regulatory and contractual obligations related to accounting records strengthens our belief in ethics and transparency. Such records are essential to transfer to partners credible information about our operations.
The practice of false and incomplete accounting records is expressly prohibited.
11 – RELATIONSHIP WITH SUPPLIERS AND SERVICE PROVIDERS:
Our relationship with suppliers and other service providers is guided by the ethical rules. Therefore:
· We hire suppliers and service providers based on their competence and ability to meet the needs and expectations of Pavdez Engenharia;
· We reject suppliers that demonstrate the use of illegal, unfair or fraudulent practices. Specific cases are analyzed by the Compliance Committee;
· We reject suppliers and service providers that offer undue advantages to start or maintain business relationships.
We always act in respect of our Culture of Compliance, in order to avoid undue relationships with suppliers and service providers.
12 – ETHICAL LINE CHANNEL:
Pavidez Engenharia maintains an Ethical Channel, designed to receive questions, suggestions, reports and complaints. Contacts are as follows:
Website – canal-etico.pavidez.com.br.
We guarantee absolute confidentiality, preserving the anonymity of the denunciator and denounced regarding the issue raised.
We prohibit any retaliation or discriminatory measure, direct or indirect, adopted as a result of the proper and good faith use of the Ethical Channel.
13 – ADDITIONAL INFORMATION:
Any violation of this policy will be subject to penalty according to the Balance of Consequences Policy.
The balance of consequences will be determined by the Compliance Committee, in accordance with the Policy and within the limits established by law.
It is up to the Compliance Officer to resolve doubts regarding the application of this policy, investigate cases of violation and propose the application of appropriate guidance and disciplinary measures, and may take the case to the Compliance Committee if deemed necessary.