Investors

Anti-corruption Policy

ANTI-CORRUPTION AND BRIBERY POLICY

1. PURPOSE

1.1. In line with the purposes of Law 12846/2013, of the various international anti-corruption laws and guidelines such as the Foreign Corrupt Practices Act (FCPA), Organization for Economic Cooperation and Development (OECD), Global Pact (UN), UK Bribery Act, ABNT NBR ISO 37001, among others (“Anti-Corruption Law”), and the internal rules adopted by Indústrias Romi S.A. (“Romi” or “Company”) through the Code of Ethics and Business Conduct (“Code of Ethics”), this Anti-Corruption Policy (“Policy”) aims to assure everyone that their adherents understand the requirements of the Anti-Corruption Law, practices to prevent corruption, bribery, legal and internal sanctions, as well as reinforce the obligation to comply with it and reiterate Romi’s commitment to the principles of corporate governance: transparency, equity, accountability, and corporate responsibility.

2. SCOPE

2.1. This Policy is applicable to the following persons (“Employees”), and must be faithfully enforced by them:

(i) Company Employees;
(ii) Interns and Young Apprentices;
(iii) Members of the Administration and Fiscal Committee;
(iv) Suppliers;
(v) Service Providers;
(vi) Business Agents;
(vii) Any third party acting on behalf of the Company.

2.2. Employees must adhere to this Policy through the Instrument of Adherence (Exhibit I), separately or as an integral part of another document such as contracts, general conditions, terms of responsibility, letter, etc., which shall be filed at the Company’s headquarters, with the exception that the Company’s Employees automatically adhere to its policies.

3. MAIN DEFINITIONS

3.1. Below are the main definitions necessary for the correct understanding of this Policy.

  • Government: set of bodies and entities that perform the management and execution of public business or services, through public officials, at the federal, state and municipal levels, in addition to quasi-governmental or any other private association or foundation that receives funds, subsidies, incentives or support of the entities listed in this paragraph;
  • Private Organization: person or group of legal entities governed by private law, including associations, corporations, foundations, religious organizations, political parties, and individual limited liability companies;
  • Public Officer:

(a) Anyone who is in a public position or role, even if temporarily or without compensation, including a position or role in government companies or mixed-capital companies;

(b) Anyone acting for or on behalf of a political party;

(c) A foreign public officer is anyone who holds a position, job, or public role in state entities or in diplomatic representations of a foreign country, even if temporarily or without compensation. International public organizations are the same as foreign public officers;

(d) The definition extends to immediate relatives (spouse, parents, children and/or siblings) of the public officer or to any individual or legal entity in a position, even if potential, to influence, directly or indirectly, decisions and positionings of any Public Officer or Government, including but not limited to candidates for public office or previous occupants of such positions or roles.

  • Ethics Committee: internal committee constituted at Romi, made up of the internal auditor and officers of the Company, which has, among other duties, to ensure the application of the Code of Ethics;
  • Offering or Promising Undue Advantage: the mere fact of offering or promising undue advantage, regardless of acceptance, already constitutes corruption;
  • Undue advantage: “anything of value”, not necessarily economic, which is offered with the intention of receiving favors in return (examples: dinners, scholarships);
  • Directly or Indirectly: the promise or offer of undue advantage may occur directly or indirectly, when the advantage is directed to third parties who are related to the public officer;
  • Bribery: Offer, promise, donation, acceptance or solicitation of an undue advantage of any value (which may be financial or non-financial), direct or indirect, and regardless of location, in violation of applicable laws as an incentive or reward to/or for a legal entity or individual of a Private Organization that is acting or not acting in relation to the performance of its obligations.
  • Fraud: intention to cause harm to third parties and/or to hide the truth in order to avoid complying with obligations through bad faith;
  • Competitive Bidding: it is the means used by the Government to hire services or purchase products from a private company;
  • Government contract: agreements entered into between a company and the Government;
  • Economic and financial balance of the contract: it is the harmony between the services provided to the contractor and the contracting party, keeping a certain proportion between them.

4. COMPLIANCE WITH THE LAW

4.1. Employees must base their relationship with the Government and Public Officers on strict compliance with the legislation, rules and procedures applicable, the Code of Ethics, refraining from practicing the acts of corruption listed in the Anti-Corruption Law, in a non-exhaustive manner, such as:

(i) Promise, offer, or give, directly or indirectly, undue advantage to a public officer or a third party related to him/her.

(ii) Concur to practice illegal acts against the Government for self-benefit;

(iii) Use an individual or legal entity interposed to conceal or disguise the real interests or the identity of the beneficiaries of these acts;

(iv) Prevent or defraud bidding, government contracts or any related act;

(v) Remove or seek to remove a bidder in a fraudulent manner or offering an undue advantage;

(vi) Obtain undue advantage or manipulating the economic-financial balance of contracts, through fraud, in contracts and/or related contracts entered into with the Government;

(vii) Hinder the investigation or intervene in the activities of inspection bodies and regulatory agencies.

5. BRIBERY OF THE PRIVATE SECTOR

5.1. Although Law No. 12846/2013 and FCPA do not address the issue of bribery to the private sector, such acts are strictly prohibited under the terms of this Policy.

5.2. Employees must base their relationship with the Private Organization and their respective employees on strict compliance with the legislation, rules and procedures applicable, the Code of Ethics, refraining from practicing the acts of corruption listed in the Anti-Corruption Law, in a non-exhaustive manner, such as:

(i) Promise, offer, or give, directly or indirectly, undue advantage to a Private Organization or a third party related to it.
(ii) Concur to practice illegal acts against the Private Organization for self-benefit;
(iii) Use an individual or legal entity interposed to conceal or disguise the real interests or the identity of the beneficiaries of these acts;
(iv) Obtain undue advantage or manipulating the economic-financial balance of contracts, through fraud, in contracts and/or related contracts entered into with Private Organizations;

6. RESERVATIONS

6.1. The following items are excluded through this Policy, provided they meet the criteria below and are in accordance with the law:

• Gifts: any services and gifts, on behalf of Romi, must be previously approved by the corresponding Executive Board with a par value limited to twenty percent (20%) of the federal minimum wage in force per year, prohibiting amounts in cash or equivalent, such as loan or gift card;
• Travel expenses: in some circumstances, Romi may pay for visits to its facilities. Travel expenses must be reasonable and previously approved by the corresponding Executive Board;
• Hospitality: meals and entertainment can be provided in specific circumstances and require prior approval from the Executive Board;
• Donations and sponsorships: sponsorship is permitted for cultural, educational and scientific purposes, and/or beneficial to society, as long as in compliance with the Company’s policies and previously approved by the corresponding Executive Board.

6.2. All payments must be duly recorded in the Company’s books and records.

7. ELECTION CAMPAIGNS

7.1. Romi considers that financial and/or economic support for election campaigns can be a way of camouflaging present or future actions that could be characterized as corruption, under the terms of this policy.

7.2. Thus, donations to election campaigns, by Romi or by individuals on behalf of Romi, are prohibited, directly or indirectly, including monetary contributions, sponsorships, payment for fundraising events, or similar acts, either before or after the end of such campaigns.

8. ETHICAL REPORTING CHANNEL OF ROMI

8.1. Ethical Reporting Channel of Romi is the means by which the Employee can report unethical behavior or non-compliance with the legislation, Code of Ethics, corporate documents, or this Policy, including suspected fraud and corruption.

8.2. This mean is confidential and secure, guaranteeing impartiality in the management of the matter, in addition to the confidentiality of the identity of those who use it and do not wish to be identified.

8.3. Complaints registered in the Ethics Reporting Channel will be submitted to the Internal Audit department and the Ethics Committee for analysis and, if proven, they will be reported to the Company’s Board of Directors.

9. PREVENTIVE PRACTICES

9.1. By refuting corruption, Romi reinforces below some preventive practices to be followed by all Employees:

• Understand the Anti-Corruption Law, the Code of Ethics and related rules;
• Search for information about the third party to be hired and the service to be performed, before hiring;
• Develop a critical sense to be able to identify actions that may result in undue advantage, and not practice them;
• Avoid and seek clarification on contracts outside the Company’s activity, invoices without an identification number or description of the services provided; meetings with public officers outside the scope of work; proposals for apparent accounting artifice to conceal or in any way cover up payments; refusal to sign contracts that contain anti-corruption clauses;
• Clarify doubts with the immediate manager, Internal Audit or Romi’s Internal Legal Department;
• Use the Company’s Ethics Channel.

10. PENALTIES

10.1. Civil, criminal, administrative, and disciplinary penalties can result from the violation of the Anti-Corruption Law, this Policy and the Code of Ethics.

10.2. The legislation imposes severe penalties, both to individuals and to legal entities, ranging from jail time, substantial fines, and compulsory dissolution of the corporate veil.

10.3. In addition to the sanctions provided for by law, the Employee, individuals or legal entities related to this, who, directly or indirectly, breach or encourage non-compliance with any anti-corruption rule, are subject to penalties to be applied by Romi, including contractual termination, at Romi’s discretion, regardless of prior notice, without any burden to Romi and without prejudice to the application of losses and damages and a fine provided for in the referred contract.

11. APPROVAL, TERM OF EFFECTIVENESS AND AMENDMENTS

11.1. This Policy was approved by the Company’s Board of Directors at the meeting held on December 10, 2019, and shall come into force on March 2, 2020, for an indefinite period, until there is a resolution to the contrary, which can be found on the company’s website: http://www.romi.com.

11.2. In case of doubts about the application or interpretation of this Policy, the Ethics Committee should be consulted.

11.3. Updates to this Policy, when necessary, shall be previously evaluated by the Audit Committee and submitted to the Board of Directors for deliberation.


Exhibit I. Instrument of Adherence to the Policy

I [name and qualification], REPRESENT that I am aware of the terms and conditions of the Anti-Corruption Policy, and formalize my adhesion to this policy, committing myself to disclose its purposes and to comply with all its terms and conditions.

Santa Bárbara d’Oeste, [date]

Name:


Exhibit II. Law 12846/2013 and International Anti-Corruption Laws and Guidelines
• Law 12846/2013
Click here to access: http://www.planalto.gov.br/ccivil_03/_ato2011-2014/2013/lei/l12846.htm

• Foreign Corrupt Practices Act (FCPA)
Click here to access: http://www.justice.gov/criminal/fraud/fcpa/docs/fcpa-portuguese.pdf

• Organization for Economic Cooperation and Development (OECD)
Click here to access: http://www.oecd.org/daf/anti-bribery/ConvCombatBribery_ENG.pdf

• Global Pact (UN)
Click here to access: https://www.pactoglobal.org.br/10-principios

• UK Bribery Act
Click here to access: http://www.legislation.gov.uk/ukpga/2010/23/pdfs/ukpga_20100023_en.pdf

• ABNT NBR ISO 37001
Click here to access: https://www2.camara.leg.br/atividade-legislativa/comissoes/grupos-de-trabalho/55a-legislatura/comissao-de-juristas-administracao-publica/documentos/outros-documentos/NBRISO370012017.pdf