Anti-corruption politics handbook

OBJECTIVE

In order to strengthen the concepts of our Code of Conduct and reaffirm its commitment to good business practices, Waiver has developed the anti-corruption policy through this Handbook. In this context and in line with Law 12.846, known as the Anti-Corruption Law, which came into force on August 1, 2013, the content presented in this Handbook has the purpose of clarifying which practices should be totally avoided in the corporate environment, in society and in direct and / or indirect relations with public and private entities, national and foreign. This Handbook is intended for all administrators, partners and employees of Waiver Group.

CONCEPTS

BRAZILIAN ANTI-CORRUPTION LAW – Federal Law No. 12.846, sanctioned on August 1, 2013, which provides for the objective administrative and civil liability of legal persons for the practice of acts against the public administration, national or foreign.

COMPLIANCE – the term Compliance originates in English, and means “to comply with the rules imposed by the legislation and regulations applicable to the business, to the Code of Ethical Conduct and the policies and standards of the Company”, being understood in this Policy as The Department responsible for verifying and verifying the application and compliance: of the legislation, the Code of Ethical Conduct and the policies and norms of the Company to the business and activities of the Company.

FRAUD – is the crime or offense of, deliberately, misleading others for the purpose of harming them, usually to obtain his or her property or services unfairly. It is any tricky act, misleading, in bad faith, with the purpose of harming or deceiving others, or of not fulfilling a certain duty, obtaining for themselves or other improper, advantages or benefits (pecuniary or not).

CORRUPTION – is the act or effect of bribing one or more persons on their own or another’s own, usually by offering money. It may also be regarded as the employment by persons of the public and / or private service of illegal means for their own or others’ benefit, to obtain undue advantages or benefits (pecuniary or not). It can be verified under 02 (two) modalities, being:

a) Passive: practiced by the Public Agent against the public administration in general and consists in requesting or receiving, directly or indirectly, for itself or for another person, even if outside the function, or before assuming it, but because of it, advantage, or accept the promise of such advantage:
b) Active: practiced by private individuals against the public administration in general and consists in offering or promising an undue advantage to the Public Agent, to determine to practice, omit or delay act of business. It may also be understood as the act or effect of degenerating, seducing or being seduced by money, gifts, entertainment, or any benefit that causes one to depart, to act or to cease to act according to law, morals, which is considered right in the social environment. For the purposes of this policy, any form of corruption will not be tolerated, either with public entities or with private parties.

Bribing or Tipping – it is the means by which Corruption is practiced, since it is the practice of promising, offering or paying to an authority, ruler, Public Agent or private professional any amount of money or any other favors (from a bottle of beverages, jewelry, properties or even hotel and plane on vacation) so that the person in question fails to behave ethically with their professional duties.

INFLUENCE PEDDING – practiced by private individuals against the public administration in general and consisting of requesting, demanding, charging or obtaining, for themselves or for others, advantage or promise of advantage, on the pretext of influencing an act performed by a Public Agent in the exercise of the function. In this crime, it is not a promise of money, but of advantages.

PREVARICATION – practiced by Public Agent against the public administration in general and consisting of delaying or failing to improperly perform an official act, or practicing it against an express provision of law, to satisfy personal interest or feeling.

CONCUSSION – practiced by the Public Agent against the public administration in general and consisting of demanding, directly or indirectly, for himself or for another person, even if outside the function, or before assuming it, but due to it, an undue advantage. Also incurring in this crime, the official requires a undue tax or social contribution that he knows or ought to know, or, when it is due, employs in the medium of vexatious or burdensome collection, which the law does not authorize.

ANTICORRUPTION LAWS AND TREATIES

Brazilian Anti-Corruption Law No. 12.846 of August 1, 2013 – Law of objective administrative and civil liability of legal persons for the practice of acts against the public, national or foreign administration of Brazil.

Corruption of Foreign Public Officials Act. – Canada Public Agent Corrupt Practices Act.

FCPA – Foreign Corrupt Practices Act – United States Foreign Corrupt Practices Act.

UK Bribery Act – United Kingdom Bribery Act.

Convention on the Fight against Corruption of Foreign Public Officials in International Business Transactions (OECD Convention) – Ratified by Brazil on November 30, 2000.

Inter-American Convention against Corruption (OAS Convention) – Ratified by Brazil on October 7, 2002.

United Nations Convention against Corruption (UN Convention) – Ratified by Brazil on January 31, 2006.

PUBLIC AGENT – is a person who performs a public function, temporarily or permanently, with or without remuneration, which are classified as:
Political Agents – those who are in charge for each of the 03 (three) Powers and represent the will of the State.

  • Head of the Executive Branch: President of the Republic, Governor and the Mayor, including their respective vices.
  • Immediate auxiliaries of the Executive Power: Ministers of State, State Secretaries and Municipal Secretaries.
  • Members of the Legislative Branch (Senators, Federal Representatives, State and City Council Members).
  • Magistrates and Members of the Public Prosecutor’s Office.

State Server – anyone who acts in the State, either in the direct or in the indirect Administration. If it works in the Union, the State, the Municipality, the Federal District, the Foundation, the local government, the public company and the mixed-capital society, it is called a state server.

FOREIGN PUBLIC AGENT – All persons who, even temporarily or without remuneration, hold a position, job or public function in organs, state entities or in diplomatic representations of a foreign country, as well as in legal entities directly or indirectly controlled by the power of public power of foreign country or in international public organizations.

FACILITATION PAYMENT – any and all payments, through which a governmental action, service or act may be expedited or aimed at ensuring the performance of an action or service in relation to its normal conditions.

THING OF VALUE – for purposes of this policy, it means money, gifts, travel, entertainment, job offers, meals and work. Any item of value may also include sponsorship of events, scholarships, research support and requested charitable contributions, or for the benefit of a Public Agent, his family members, even if it is for the benefit of a legitimate charitable organization.

HARMFUL ACT

All Employees must observe, comply with and enforce the terms and conditions of this Policy, without prejudice to Brazilian Anti-Corruption Law nº 12.846 of August 1, 2013 and related legislation, thus understood as a whole, as policies. The Policy is applicable to all Waiver group, observing, as appropriate, the objective administrative and civil liability of Officials for the performance of acts against the public administration, national or foreign, and are harmful to the public administration, national or all acts committed by Officials that violate national or foreign public patrimony, against principles of public administration or against the assumed international commitments, that can thus be identified:

ía) Promise, offer or give, directly or indirectly, an undue advantage to a public agent, or the third person related to him;
b) Finance, fund, sponsor or in any way subsidize the practice of the illegal acts contemplated in this Policy; and,
c) Evidently, use of interposed individual or legal entity to conceal or disguise their real interests or the identity of the beneficiaries of the acts practiced.

The following are also considered to be harmful acts against the Public Administration, when the person(s) or company(s) that, in the case of bids and contracts:

a) frustrate or defraud, through adjustment, combination or any other expedient, the competitive nature of public bidding procedure;
b) prevent, disrupt or deface the performance of any act of public bidding procedure;
c) remove or seek to remove a bidder, through fraud or offering of an advantage of any kind;
d) Fraud public bidding or contract resulting therefrom;
e) Create, fraudulently or irregularly, legal entity to participate in public bidding or enter into an administrative contract;
f) Obtain fraudulently improper advantage or benefit of modifications or extensions of contracts signed with the Public Administration, without authorization in law, in the notice of public bidding or in the respective contractual instruments; or
g) Manipulate or defraud the economic-financial balance of the contracts entered into with the Public Administration.

For the purposes of this Policy, it is also an infraction of the practice of the following acts, which implies illicit enrichment when receiving any type of improper equity advantage due to the exercise of office, mandate, function, employment or activity, notably:

a) Receive, for himself or for others, money, movable or immovable property, or any other direct or indirect economic advantage, by way of commission, percentage, gratuity or gift of anyone having a direct or indirect interest, which may be attained or protected by action or omission arising from the attributions of the public agent;
b) Have an economic advantage, directly or indirectly, to facilitate the acquisition, exchange or lease of movable or immovable property, or the contracting of Public Agents services, mentioned above, for a price higher than the market value;
c) Use, in a private work or service, vehicles, machinery, equipment or material of any nature, owned or available to any Public Agents, as well as the work of public servants, employees or third parties engaged by such entities;
d) Receive an economic advantage of any nature, direct or indirect, to tolerate the exploitation or practice of games of chance, pimping, drug trafficking, smuggling, usury or any other illegal activity, or accept the promise of such an advantage;
e) Receive an economic advantage of any nature, direct or indirect, to make false declaration on measurement or evaluation in public works or any other service, or on quantity, weight, measure, quality or characteristic of goods or goods supplied to any Public Agents;
f) Provide employment, commission or exercise consultancy or advisory services to an individual or legal entity that has an interest that may be affected or protected by an action or omission arising from the attributions of the public agent, during the activity;
g) perceive economic advantage to intermediate the release or application of public funds of any nature;
H) receive an economic advantage of any nature, directly or indirectly, to omit an act of office, providence or declaration to which he is bound;
I) Incorporate, in any form, assets, incomes, funds or amounts that are part of the assets of Public Agents;
K) use, for their own benefit, assets, incomes, funds or amounts that are part of the assets of Public Agents;
All Employees acting on behalf of the Company are prohibited from receiving, offering, promising, making, authorizing or providing (directly or indirectly through any third party) any improper advantage, payments, gifts or transfer of any Thing of Value to any person, whether it is publicly or not, to influence or reward any official action or decision of such person for the benefit of the Company, provided that no employee shall be penalized for any delay or loss of business resulting from his refusal to pay or receive bribe.

FACILITATION PAYMENT

Waiver prohibits employees from making facilitation payments or payments, including small payments, made with the intent of assuring or expediting the issuance of governmental acts.

TREATS, GIFTS AND HOSPITALITY

WAIVER Officials must ensure that all Treat, Gift or Hospitality offerings are in accordance with the rules established by the company, in addition to ensuring that the person to whom the offer is made is authorized to receive them according to their internal regulations or applicable regulations, under penalty of undue punishable advantage.

BENEFICTIVE DONATIONS AND POLITICAL CONTRIBUTIONS

Waiver prohibits any contribution or donation from being made in exchange for undue favor or advantage, or to influence the decision of Client or Public Agent, directly or indirectly, even if the favored entity is a charitable institution. Contributions and donations to entities or institutions are prohibited at the request of a Public Agent, or in which the Public Agent or a Close Person performs any function.

Contributions and donations for philanthropic or charitable purposes must be previously approved and documented, and may only be made for legitimate charitable or welfare reasons. All requests for charitable contributions or donations on behalf of Waiver will be made in writing and will require the prior and unanimous approval of the President of the company.

All requests for contributions must be carefully analyzed in order to assess the suitability of the beneficiary entity and the risks associated with the contribution or donation. If necessary, a survey will be made regarding the beneficiary entity, its regular registration under the terms of the law, in addition to possible ties with Public Agents (or Close People) involved in decisions that may interest Waiver, or in the supervision of its activities.
The contribution or donation shall be made in favor and on behalf of the institution, never in the name of private individual. Under no circumstances may the payment be made in cash or by means of a deposit in an individual’s bank account. It will always be necessary to obtain a receipt or document / equivalent document, detailed and signed by the legally constituted administrator of the institution.

ACCOUNTING RECORDS AND CONTROLS

All payments made, in addition to their documentation, must be accurately and accurately accounted by the companies, since their failure may generate opportunities for fraud and misappropriation, as well as entail civil and administrative liability, since it indicates conduct and lack of control that, in itself, violate Anti-Corruption Laws.

Likewise, Third Parties are directed to ensure that all transactions or operations that are in any way related to the Waiver business are fully and clearly documented in detail with the correct description of the expenses, as well as the need for them to be correctly approved and classified.
Thus, WAIVER establishes and maintains internal controls that ensure that:

(i) All expenses and operations involving payments are approved in accordance with their governance standards and approval levels; and
(ii) All operations are recorded in a manner that allows the preparation of the financial statements in accordance with generally accepted accounting principles

AWARENESS AND TRAINING

WAIVER undertakes to promote training in Anti-Corruption policies and Laws, as well as its Code of Ethical and Professional Conduct in all business units of the Company, and may be conducted through teleconference, videoconference or other means other than presential.

DISCIPLINARY MEASURES

Waiver will not tolerate any breach of the rules and regulations established by its Employees, which are punishable, even in the event of recurrence and non-compliance with action plans drawn up by auditing processes, after due guidance.

When an employee judges that there is a dysfunction in a particular standard, he should appeal to his immediate boss and request a review of that standard. It will be reviewed by the competent department The employee should seek guidance from his immediate boss in cases where, due to lack of adequate infrastructure or resources, he is unable to meet the standard. He, in turn, should take the case to an appropriate level of the organization to seek a definitive solution.

The employee’s immediate supervisor who fails to comply with a standard or company procedure will be notified by HR. If another infraction occurs in the same area, the Manager will be notified, and the supervisor and employee involved will be punished.

If, in the same area, there is a noncompliance with the same standard again, the Director shall be notified and shall decide, based on the information of the HR.

In the persistence of these deviations, the President must be involved, in order to obtain the definitive solution. The HR Sector should always be consulted on the disciplinary action to be taken for guidance.

FINAL PROVISIONS

Any act or omission that may constitute a pecuniary crime against Waiver must be reported, identified and investigated quickly so that corresponding legal measures can be taken.

Upon becoming aware of acts that are contrary to this code, the employee shall immediately inform his / her superior and / or the HR Sector.

The official who, having become aware of any transgression, does not inform it, will be considered an accomplice of the offender.

The Revision and Maintenance of the Code is the responsibility of the HR Sector and will be performed whenever the need to update the code is detected. The analysis should understand and consider two environments with which Waiver relates:

INTERNAL

Occurrences and consequences of ethical dilemmas.

EXTERNAL

New concepts and social standards and ethical situations and conflicts made public and not foreseen in the code.
The approval of the code is the responsibility of the Board of Waiver.

Employees who have doubts about this code should apply to their immediate manager in the first instance. Waiver Open Doors policy gives Employees the freedom to contact any Board member with questions about ethical issues.

In addition, it is the responsibility of each employee to immediately notify the hierarchy superior and / or the HR Sector of any situations that are potentially in violation of ethical principles, whether they are illegal, irregular or doubtful, with confidentiality being assured to information provided by Officials, without the risk of retaliation or revenge that have been made in good faith.

If the employee believes or has evidence that a violation of this Code, or any law, rule or regulation, by him or another person who is a representative of Waiver is committed, has been committed, you must immediately report the information pertinent to your Immediate superior, since, in general, his immediate superior will be in the most adequate position to solve the problem. If he does not feel comfortable reporting the issue to his immediate superior, he may wish to contact Waiver HR department.

The secrecy of reported violations will be kept to the maximum extent possible, consistent with the need to conduct a proper review and in accordance with the law. You may submit an anonymous report, in which case you should write a letter and include as specific details as possible, including supporting documentation, where appropriate, to enable proper investigation of the case or the reported conduct.

The party receiving the complaint or accusation should record the receipt, document how the situation was handled, and inform the HR Manager in writing. The HR Manager will keep all these reports, and maintain a separate record, through which it will track the receipt, investigation and resolution of the reported complaints. Based on this record, the HR Manager will periodically compile a comprehensive summary of all such types of complaints and the corrective actions taken and send them to the Director of the area involved.
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Retaliation is prohibited. Be sure that we will not fire, degrade, or suspend you if you in good faith present concerns about current or potential violations of the laws, regulations, or about this Code. However, we reserve the right to punish you if you make a charge without good faith and without reasonable belief as to the truthfulness and accuracy of the information or if you consciously provide or prepare false information or accusations.
If employees fail to comply with the laws or regulations governing Waiver’s business, this Code, or any other policy or standard, they may be punished for termination of employment and respond to suit.
Cases that are not expressly provided for in this document will be treated as an exception and forwarded to the Human Resources Department, which will review and decide jointly with the Board of Executive Officers in accordance with the principles described herein.
This Handbook provides guidance for many situations however, the Employee may face situations where the Handbook does not provide specific provisions. At such times, Waiver relies on the integrity and judgment of the Employee. Ultimately, Waiver’s reputation depends on the ability of the Employee to do the right thing, even when the task is not easy.

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