In consonance with the objectives of the Brazilian Act 12.846/2013, the several anti-corruption Acts and guidelines such as Foreign Corrupt Practices Act (FCPA), Organization for Economic Cooperation and Development (OECD), Global Pact (ONU), UK Bribery Act, among others (“Anti-Corruption Act”) and the internal rules adopted by Indústrias Romi S.A. (“Romi or Company”) through the Code of Ethics and Corporate Conduct (“Code of Conduct”) the present Anti-Corruption Policy (“Policy”) is intended to ensure to everyone that all its adherents understand the Anti-Corruption Act requirements, the preventive practices to combat corruption, the legal and internal penalties, as well as to strengthen the obligation of its compliance and reiterate the commitment of Romi with the principles of corporate governance: transparency, fairness, accountability and corporate responsibility.
This Policy is effective from March 1st, 2014.
This Policy applies to the following people (“Collaborators”), which has to be faithfully complied with:
(i) Employees of the Company;
(ii) Directors, Executive Officers and Fiscal Council’s members;
(iv) Services providers;
(v) Sales representatives;
(vi) Any third party acting on behalf of the Company.
The Collaborators must adhere to this Policy through the Term of Acceptance (Annex I) individually or as part of another document such as contracts, general conditions, statement of undertaking, letter, etc, which will be filed at the Company’s headquarters, provided, however, that the Employees of the Company adhere automatically to its policies according to the Romi´s Internal Regulation.
3. MAIN DEFINITIONS
Hereinafter the main definitions required for the proper understanding of the Policy.
- Public Administration: group of bodies and agencies that perform the management and execution of business or public services through its public officials, at federal, state and municipal levels;
- Public Officer:
(a) Any person occupying a public position or function, even if temporally or unpaid, including public position or function at public companies or joint stock companies;
(b) Any person acting for or on behalf of a political party;
(c) Foreign public official is any foreign person occupying a public position, function or employment at state bodies or diplomatic representations of a foreign country, even if temporally or unpaid. Deemed equivalent of foreign public officer, the public international organizations;
(d) The definition is extended to immediate relatives (spouse, parents, children and/or siblings) of the public officer.
- To offer or promise undue advantage: the simple fact of offering or promising an undue advantage, irrespective of acceptance, is already a corruption act.
- Undue Advantage: “anything with value”, not necessarily economic, which is offered with the intention of receiving favor in exchange (i.g. dinners, scholarships);
- Directly or Indirectly: the offer or promise of an undue advantage may occur directly or indirectly, when the advantage is intended to third parties related with the public officer;
- Fraud: intention of causing harm to others and/or hiding the truth to escape from the compliance with obligations through bad faith;
- Public Tender: it is means used by Public Administration to hire services or purchase products from a private company;
- Public or Administrative Contract: contracts executed by and between a particular and the Public Administration;
- Economic-financial balance of the contracts: is the harmony in the obligations set out to the contractor and the contracted, having between them some proportionality.
4. COMPLIANCE WITH THE LAW
The Collaborators shall abstain from performing acts of corruption listed in the Anti-Corruption Act, but not limited to, such as:
(i) Promising, offering or giving, directly or indirectly, an undue advantage to a public officer or to a third person related to him;
(ii) Contribute to illegal acts against the Public Administration to take advantage from it;
(iii) Use an intermediary person or entity to conceal or disguise the real interests or the beneficiaries of the acts carried out;
(iv) Prevent or defraud tenders, public contracts or any related act;
(v) Deviate or try to deviate any bidder in a fraudulent way or offering undue advantage;
(vi) Obtain undue advantage or manipulate the economic-financial balance of contracts through fraud, in contracts and/or agreements related to Public Administration;
(vii) Hamper the investigation or intervene in the actions of regulatory agencies and inspection bodies.
Are excluded, through this Policy, the following items, provided that they comply with the criteria below and are in accordance with the law:
- Gifts and giveaways: any gifts and giveaways, on behalf of Romi, for public officers must be approved by the corresponding Management and are limited to a nominal value of R$ 100,00 (one hundred reais) annually, provided however that values in cash or equivalent are prohibited, such as loan or gift card;
- Travel expenses: in some circumstances Romi can receive public officers in its facilities. Travel expenses must be reasonable and approved in advance by the relevant Management;
- Hospitality: meals and entertainment may be provided in specific circumstances and require prior approval of the Management;
- Sponsorship and donations: sponsorship and donation for cultural, educational and scientific purposes, and/or beneficial for the society, is permitted and must have prior approval by the relevant Management;
- Donations to political campaigns: all donations to political campaigns, including monetary contributions, payment for fundraising dinners or similar events require prior Management approval and must be in accordance with this Policy, Electoral Justice laws, rules and regulations. Donations are only permitted to political party, prohibited to candidates solely, and must have the respective electoral receipts.
All payments must be properly recorded in the Company’s books and records.
6. ROMI’S ETHICS COMPLAINT CHANNEL
Romi’s Ethics Complaint Channel is the means by which the employee can report unethical behavior or noncompliance with the rules, Code of Conduct, corporate documents or this Policy, including allegations of fraud and corruption.
It is extremely confidential and secure, ensuring impartiality in the conduct of the matter, beyond the confidentiality the user’s identity who does not want to be identified.
The complaints registered in the Ethics Complaint Channel will be submitted to the Internal Audit Department and to the Ethics Committee for analysis and, if proved, must be reported to the Board of Directors.
- Access the Ethics Complaint Channel here
7. PREVENTIVE PRACTICES
In refuting corruption, Romi reinforces below some preventive practices to be followed by all Collaborators::
- Understand the Anti-Corruption Act, the Code of Conduct and related rules;
- Search information about the third party to be contracted and the service to be performed prior to the signature of the contract;
- Develop critical sense to be able to identify attitudes that could result undue advantage, and not practice them;
- Avoid and seek clarification on atypical contracts that differ from the Company’s activities; invoices without identification number or description of services rendered; meetings with public officers out of scope of work; proposals of apparent accounting artifice used to hide or otherwise cover up payments; refusal to sign contracts that contain anti-corruption clauses;
- Clarify doubts with the direct manager, Internal Audit or Legal Department of Romi;
- Use Romi’s Ethics Complaint Channel.
Civil, criminal, administrative penalties and disciplinary action may result from violation of the Anti-Corruption Act, this Policy and the Code of Conduct.
The anti-corruption acts provide severe penalties, both to individuals and companies, ranging from restrictive penalties, substantial fines and compulsory dissolution of legal personality.
In addition to the penalties provided by law, the Collaborator, individuals or legal entities related thereto, that directly or indirectly not comply or encourage the breach of any anti-corruption rule, are subject to penalties to be applied by Romi, including termination of the contract, at Romi’s discretion, regardless of prior notice, without any burden to Romi and without prejudice to damages and penalties provided by the contract.
9. GENERAL PROVISIONS
This Policy is effective from the date of its approval by the Board of Directors and will be available on the Company’s website: www.romi.com.
In case of doubt regarding the interpretation of this Policy, the Ethics Committee shall be consulted.
The Legal and Internal Audit Departments, either together or separately, will propose updates to this Policy, when necessary, especially, but not limited, due to legislative modifications, changes in the definitions used in this Policy, changes and/or additions resulting from recommendations of good corporate governance practices and amendments in BM&FBOVESPA regulations in the segment to which the Company is listed, subjecting the updates to the approval of the Committee.
Anexo I. Term of Acceptance
I [name and qualification] DECLARE that I am aware of the terms and conditions of the Anti-Corruption Policy, and herein formalize my adherence to this Policy, undertaking to promote its objectives and fulfill all its terms and conditions.
Annex II. Brazilian Act 12.846/2013 and Anti-Corruption Laws and Guidelines
- Brazilian Act 12.846/2013
Access here: http://www.planalto.gov.br/ccivil_03/_ato2011-2014/2013/lei/l12846.htm
- Foreign Corrupt Practices Act (FCPA)
Access here: https://www.justice.gov/sites/default/files/criminal-fraud/legacy/2012/11/14/fcpa-english.pdf
- Organization for Economic Cooperation and Development (OECD)
Access here: http://www.oecd.org/daf/anti-bribery/ConvCombatBribery_ENG.pdf
- Global Pact (ONU)
Access here: https://www.unglobalcompact.org/what-is-gc/mission/principles
- UK Bribery Act
Access here: http://www.legislation.gov.uk/ukpga/2010/23/pdfs/ukpga_20100023_en.pdf