Code of Ethics

(Version 02.00-1-0018A)

Indústrias Romi S.A. (“ROMI” or “Company”) conducts its businesses based on a set of values that respects the highest ethical patterns. All directors, officers, employees and trainees of ROMI (“staff”) are responsible for the diffusion of these values, and they must lead Company’s businesses in this same way.

Romi’s fundamental Principles and Values are:
• Respect people;
• Respect the Environment;
• Social Responsibility;
• Compliance with all laws and regulations;
• Compliance with agreements of which the Company is a part;
• Integrity;
• Honesty;
• Transparency in actions;
• Customer satisfaction;
• Quality in all we do;
• Continuous improvement;
• Constant innovation;
• Focus on results;
• Dedication to work;
• Professional growth;
• Responsibility and discipline in organizing, planning and implementing actions.

Respect to these ethical patterns in business activities assures Company’s credibility before the communities and agents whom it deals with.

The integrity image of ROMI is an important value that belongs to its shareholders, staff and the community and it is a direct result of the behavior and commitment of all staff complying with the principles established in this Code of Ethics and Conduct.

1. Applicability

This Code of Ethics and Conduct is applicable to all directors, officers, employees and trainees of ROMI (hereinafter referred to as ” Staff “), its subsidiaries and controlled societies, and it contains rules on which these Staff should base their functional conduct, in the internal and external relationships.

Directors and Officers, within their areas of responsibility, and during the exercise of their legal and statutory functions, should comply with the rules of this Code of Ethics and Conduct.

2. Personal Conduct

Staff should  act  in  defense  of the Company’s interests, always respecting the in-force laws and the applicable rules to their activities.

The following conducts of any Romi Staff will not be tolerated:

  • Any conduct that could be considered as discriminatory against people because of their race, birthplace, sex, physical disability, religious faith or political preferences;
  • Any conduct that could be considered as sexual harassment or moral constraint;
  • To perform any kind of political or religious advertising, within ROMI’s facilities or using the condition of Company Staff.

3. Relationship Guidelines

  • At work

Relationships in the working environment, including all facilities where the Company develops its activities, should be guided by respect to people and to their moral and physical integrity, as well as transparence, cooperation, teamwork, and professional growth. Always aiming ROMI’s best interests, focus should be placed on quality, efficiency, waste elimination and continuous improvement of processes.

  • Customers

All Staff should assist Company’s customers with courtesy, forwardness and efficiency aiming to know their needs, to meet their satisfaction and to promote a mutually profitable and longstanding relationship, in compliance with ROMI’s marketing policies and corporate objectives.

ROMI will not tolerate the offer of any personal benefit such as tips or gratuities to purchasing agents who may act as customers’ representatives or may have direct or indirect influence in their purchasing decision. Only ROMI’s promotional small gifts of low economic value may be offered, always in accordance with the applicable internal rules.

The offer of meals to customers as a courtesy should be done in a restrained and transparent way, always attending ROMI business interests and in accordance with the applicable internal rules.

All negotiations and deals with customers should strictly comply with the applicable law and rules considering the kind of business.

  • Suppliers and service providers

The relationship with any supplier or service provider should be guided within an ethical and respectful way.

Negotiations and deals with suppliers and service providers should be based on technical and transparent criteria and should attend ROMI procedures, always according to the Company’s best interests.

ROMI will not tolerate the acceptance by its staff and representatives of any personal benefit such as tips, gratuities, travels, employment offers to their relatives, etc., from suppliers or service providers that may have direct or indirect influence in Company’s decisions.

Staff may only accept promotional gifts of low economic value and in accordance with the applicable internal rules.

Negotiations and deals with suppliers and service providers should strictly comply with the applicable law and rules considering the kind of business.

  • Public Authorities and Governmental Bodies

Neither payment nor any other personal benefit may be offered to a public authority or officer.

Only corporate promotional small gifts of low economic value may be offered to a public authority or officer, always in accordance with the applicable internal rules.

  • Shareholders and Investors

Company’s relationship with its shareholders and investors should be based on accurate, transparent, isonomic and convenient communication of relevant information that allow a proper follow up of Company’s activities and performance, in accordance with the applicable legal procedures.

Relationship with shareholders and investors should only be carried out through the Investor Relations Director and/or by the Chief Executive Officer (CEO) and under specific conditions by staff members duly authorized by the Investor Relations Director or by the CEO, in accordance with Company’s policies, controls and procedures.

  • The press

Company’s relationship with press agencies should only be carried out through authorized Staff within the scope each Staff member is authorized to deal with, always aiming to create and keep a positive image and reputation for the Company.

Information that may be of special interest to investors and shareholders should only be disclosed by the Investor Relations Director and/or by the CEO.

4. Conflicts of Interest

ROMI Staff should avoid entering into situations in which their particular interests conflict with Company’s interests.

Besides other possible situations, the following ones are considered conflictive with the interests of ROMI:

  • To use of job prestige, paid time or ROMI resources aiming to obtain easiness or any other kind of advantage or favor for imself/herself or for third parties without being it in the Company’s interest;
  • To have other parallel employments or activities, paid or not, that may jeopardize the efficient exercise of his/her functions at ROMI;
  • To represent the Company in the relationship with companies in which the staff member has participation or any other kind of direct or indirect interest that may influence his/her decision;

If a situation arises in which a personal interest conflicts with Company’s interests, the staff member should immediately communicate this fact to his/her superior who should take the necessary steps in order to preserve the Company’s interests and/or send the matter to an Executive Officer.

5. Confidential Information

Strict privacy should be kept on any Company’s confidential or strategic information, which should not be disclosed to third parties, except if on ROMI’s strict business interest and in compliance with the legal rules and through Company’s authorized staff only;

As private information it is considered all technical and commercial data about products, corporate goals, business and marketing tactics and strategies, budgets, short and long time planning, sales volume and conditions, research results, statistical, financial, accounting and productive data as well as any other information or data that are linked or related with Company’s business interest;

ROMI Staff should carefully protect all private or restricted information made available to the Company by third parties, making sure that such information is dealt with the proper privacy;

ROMI Staff have ethic and legal responsibility in preserving private information that is under their protection, even after they leave the Company.

6. Company’s Assets

ROMI Staff, in all their actions inside or outside the corporate environment, should protect Company’s physical and intellectual assets including its trademarks and other intangible assets, equipment, facilities, real estate, technology, business and marketing strategies, information, research and business data;

These assets can not be used neither to obtain personal advantages nor be supplied to third parties for any purpose, except if as a consequence of agreements held in accordance with Company’s internal rules.

7. Social Responsibility

ROMI adopts as a principle to behave in a socially responsible way in regard with the communities where the Company is present. Company Staff should respect these communities as well as the country’s interests.

ROMI Staff should exert themselves to establish a good relationship with the communities where the Company is present, helping such communities as ever as possible, respecting ROMI’s corporate values and aiming to the communities development.

8. Environment

Taking into consideration that ROMI has as one of its basic principles to respect the environment, all its Staff should have the commitment, during their functions, of preserving the environment, adopting actions that aim to improve the quality life of the human being;

All ROMI’s businesses should be conducted in compliance to the environmental law, seeking the improvement of operational processes, within a sustainable development concept.

9. Disclosure and Procedures

Oficers and managers should transmit to their subordinates the rules established within this Code of Ethics and Conduct, so that it has a wide divulgation in the work environment, as well as should take the necessary care on its compliance, referring to the Management suggestions for its updating and improvement.

Specific questions regarding concrete situations on the application or understanding of the rules established in this Code should be referred to the immediate superior who, by his turn and if necessary, should convey the question to the Management.

ROMI Staff that become acquainted with any act, fact or practice that infringes the present Code should relate it to their superior or, if necessary, to the Management or to the Board of Directors.

Infringements to this Code are susceptible of disciplinary penalties as provided for in ROMI’s internal rules including the possibility of termination.

Administration of this Code is a responsibility of the Board of Directors as far as the Board or the Management are concerned, and of the Management as far as employees and trainees are concerned. The Management will be responsible to propose to the Board of Directors all suggestions for improvements aiming the continuous update of this Code.