Anti-Corruption Policy
1. OBJECTIVE:
The Bertolini Group has structured an Integrity Program and adopted internal regulations with the aim of communicating the values, commitments and institutional guidelines that guide its business practices and operational routines, in order to prevent, monitor and combat risks of corruption, legal non-compliance and inappropriate conduct.
In this context, the Bertolini Group recognizes the importance of ethical and transparent relationships with government agencies, suppliers, service providers, business partners and customers to prevent and combat corruption and other illegal practices, as well as to promote its legitimate interests and develop a fair business environment. Additionally, Brazilian anti-corruption legislation provides for liability for legal entities for acts of corruption (in the administrative and civil spheres), and their representatives and administrators may be held individually liable, and there are also criminal sanctions applicable to public and private agents involved.
This Anti-Corruption Policy (“Policy”) is part of the Bertolini Group’s Integrity Program and was established with the purpose of guiding its members to ensure that the Group’s interactions with representatives of public authorities and also with private agents are conducted in an ethical, transparent manner, in compliance with applicable legislation and in alignment with the principles of its Integrity Program.
The guidelines established here are complementary to the provisions of the Bertolini Group Code of Ethics & Conduct.
2. SCOPE:
This Policy is adopted by all entities and operating units that make up the Bertolini Group, including Bertolini SA, its controlled companies and subsidiaries, in Brazil and abroad.
The guidelines set out herein must be observed by all its members (shareholders, members of the Board of Partners, members of the Board of Directors, administrators, employees, interns, apprentices) and third parties who, in an authorized manner and by virtue of fulfilling their duties, act on behalf of the Bertolini Group.
This Policy will be communicated to all suppliers, service providers and commercial partners (including commercial representatives, franchises, distributors, consultants, advisors and other business partners) of the Bertolini Group (“suppliers”), regardless of the existence of a formal contract entered into between the parties, and its provisions govern the relationships of these, themselves, their partners, administrators, employees and/or third parties, with the Bertolini Group.
3. APPLICABLE RULES:
| Penal Code | Criminal liability |
Law No. 8,429/1992 | Administrative Impropriety |
Law No. 9,613/1998 | Money laundering prevention |
Law No. 12,813/2013 | Conflict of Interest |
Law No. 12,846/2013 | Anti-corruption |
Decree No. 11,129/2022 | Anti-corruption |
Anti-corruption legislation in force in the countries where the Bertolini Group operates | Anti-corruption |
Anti-corruption legislation in force in the states and municipalities where the Group operates | Anti-corruption |
Law No. 14,133/2021 | Tenders |
Bertolini Group Code of Ethics and Conduct | Internal policy |
Bertolini Group Gifts, Presents and Hospitality Policy | Internal policy |
Bertolini Group Supplier Relationship Policy | Internal policy |
4. ACRONYMS AND DEFINITIONS:
Public Administration. Public Administration is composed of the bodies and entities that are part of the direct administration (bodies that are part of the structure of the Executive, Legislative and Judicial Branches), indirect administration (autonomous bodies, foundations, public companies, mixed-economy companies and other entities controlled by the State) and foundational administration, of any of the branches of government of the Union, the States, the Federal District and the Municipalities (art. 1, Law No. 9,784/1999).
Public Agent. A public agent is considered to be a political agent, a public servant and anyone who exercises, even temporarily or without remuneration, by election, appointment, designation, hiring or any other form of investiture or bond, mandate, position, employment or function in entities of direct and indirect public administration, within the scope of the Union, States, Municipalities and the Federal District (art. 2, Law No. 8,429/1992).
Acts that are harmful to public administration. According to Brazilian anti-corruption legislation, acts that are harmful to public administration, whether national or foreign, are those committed by legal entities that violate national or foreign public assets, principles of public administration or international commitments undertaken by Brazil, as defined below: (I) promising, offering or giving, directly or indirectly, an undue advantage to a public agent or a third party related to him/her; (II) demonstrably financing, paying for, sponsoring or in any way subsidizing the practice of illegal acts provided for by law; (III) demonstrably using an intermediary natural or legal person to hide or disguise their real interests or the identity of the beneficiaries of the acts committed; (IV) frustrating or defrauding bids or contracts1; (V) hinder the investigation or inspection activities of public bodies, entities or agents, or intervene in their activities, including within the scope of regulatory agencies and inspection bodies of the national financial system (art. 5, Law No. 12,846/2013)2.
Conflict of Interest: Situation generated by the confrontation between public and private interests, which may compromise the collective interest or improperly influence the performance of public functions (art. 3, I, Law No. 12,813/2013).
5. GENERAL GUIDELINES FOR RELATIONSHIP WITH PUBLIC AUTHORITIES
5.1 Compliance with laws and regulations. The Bertolini Group and all its members undertake to comply with the laws and regulations applicable to their relationship with the government, which includes compliance with anti-corruption laws, fair competition, political financing and other related rules, as well as the guidelines set out in the Group's Code of Ethics & Conduct and its other internal policies.
5.2 General rule of conduct. All interactions between the Bertolini Group and its members with public officials must be conducted in a transparent and ethical manner. It is forbidden to offer, promise, give or request any form of benefit or undue advantage to public officials. Any suspicion of improper behavior, acts of corruption or any illicit practice must be immediately reported through the appropriate channels. No illegal or unethical practices will be tolerated.
5.3 Communication. Communication between members of the Bertolini Group and public officials must always be carried out through official contact with the competent public body. The Group will designate employees responsible for this communication, who must have adequate knowledge of the applicable laws, regulations and policies, as well as the guidelines of this Policy.
5.4 Recording of interactions. All interactions between members of the Bertolini Group and public officials, regardless of the form (in person, remotely, by telephone or electronic means), must be duly recorded. Records of these interactions must be accurate and complete, and filed so that they can be accessed by the Compliance Department. The record may be made, for example, by recording, email, copy of minutes, when available, or other written record containing information about the place, time, participants and subject discussed.
5.5 Meetings. It is recommended that meetings with public officials always be scheduled in advance and communicated to the hierarchically superior manager, and that they take place at the official headquarters of the competent body. When the meeting takes place on the premises of the Bertolini Group, it is recommended, whenever possible, that the Compliance Department participate.
5.6 Inspection and other acts. Monitoring investigations and inspection acts, responding to notifications and fines, interacting with the Public Prosecutor's Office, participating in legal proceedings (e.g., hearings, testimonies, producing evidence), applying for licenses and permits, and negotiating tax benefits or financing, among other similar acts, must always be carried out with the assistance of the Legal Department and/or the Compliance Department. Furthermore, these interactions must be carried out in a cordial and collaborative manner, within the legal limits, and it is not permitted to impede or hinder the actions of the competent authority.
5.7 Gifts, presents and hospitality. The offering of gifts, presents and hospitality to public officials must always be in accordance with the guidelines set forth in this Policy and in the Bertolini Group's Gifts, Presents and Hospitality Policy, as well as within the limits authorized by the corresponding policy or rule of the agency to which the official is linked, if any. The offer must be restricted to items of exclusively promotional value, and any situation that could be interpreted as an attempt to obtain undue benefits or advantages must be avoided. In case of doubt, the Compliance Department should be contacted.
5.8 Donations and sponsorship. The Bertolini Group does not permit donations or sponsorship to public entities or entities associated in any way with public agents. Any donations or sponsorship will only be authorized on an exceptional basis, in strict compliance with applicable legislation and based on transparent and predefined criteria, always with the prior approval of the Compliance Department and the Board of Directors, accompanied by due registration.
5.9 Contracting with the government. Should the Bertolini Group participate in bidding processes, the applicable legal provisions must be strictly complied with. Any conduct that may constitute fraud or illegal or undue intervention in the bidding process is strictly prohibited, such as, for example, adjustments, price fixing or preference or manipulation of the economic-financial balance of any administrative contracts entered into.
5.10 Hiring a former public agent. If there is an interest in hiring a former public agent as a member of the Bertolini Group, the Compliance Department must be notified in advance so that it can analyze any potential conflict of interest, in accordance with applicable legislation.
6. GENERAL GUIDELINES FOR RELATIONSHIPS WITH PRIVATE AGENTS
6.1 Compliance with laws and regulations. The relationship between members of the Bertolini Group and private agents (clients, business partners, consultants, advisors, suppliers and service providers) must be guided by integrity, legality and transparency, with strict compliance with applicable anti-corruption and anti-bribery legislation, the Group's Code of Ethics & Conduct and other internal policies adopted, in particular the Supplier Relationship Policy in force.
6.2 General rule of conduct. The Bertolini Group does not tolerate and adopts procedures to prevent and combat the promise, offer, granting, request or receipt of undue advantages by and/or for its members in their relationship with private agents, or in any action on behalf of the Group or in its service, with the aim of obtaining benefit for itself or for third parties or business opportunities or advantages.
6.3 Conflict of interest. Bertolini Group members must avoid situations that involve conflict between private interests and the Group's interests, and which, therefore, may be understood as a factor of interference in professional performance, decision-making or the commercial relationship established with private agents.
6.4 Gifts, presents and hospitality. The offering and receipt of gifts, trips, meals, tickets to entertainment activities or other types of courtesies or benefits by its members in interactions with third parties who maintain a commercial relationship with the Bertolini Group must comply with the guidelines of the Gifts, Presents and Hospitality Policy in force. In case of doubt, the Compliance Department should be contacted.
6.5 Money laundering. The Bertolini Group assumes the unrestricted commitment to conduct business and activities whose resources are of legitimate origin, in full compliance with legislation on money laundering and expects the same commitment from its suppliers and partners.
6.6 Competitive practices. The Bertolini Group is committed to adopting free and fair competition practices, and its members are prohibited from adjusting prices, sales or service conditions, supplier offers or business plans with competitors. The unfair use of competitive or business advantages to the detriment of a competitor, customer or business partner is also not permitted.
7. REPORTING AND RESPONSING TO VIOLATIONS
Complaints related to non-compliance with the guidelines established herein will be duly evaluated and investigated by the Compliance Department and/or the Compliance Committee.
The handling of complaints will respect anonymity, when this is the option of the complainant, and the duties of confidentiality, impartiality and non-retaliation will be established.
The investigation of complaints may eventually result in legal or disciplinary sanctions, in the case of members of the Bertolini Group, such as verbal warning, written warning, suspension or dismissal for just cause, and, in the case of suppliers, in suspension or termination of contract, regardless of any express contractual provision.
To report complaints, the following channels can be used:
• Ethics Channel: Secure Channel | 0800 517 1001 | www.contatoseguro.com.br/grupobertolini
• Compliance Department: [email protected] | 54 2102 8500 | Bertolini Group.
8. COMMUNICATION
All members of the Bertolini Group must agree to the terms of this Policy by signing a Code of Ethics & Conduct Agreement, and the document will be duly communicated in writing to new members upon admission.
This Policy will also be available on the SaBer App and other media used, in Portuguese versions.
If you have any questions about topics related to this Policy, you can contact the Compliance Department or the Compliance Committee using the following contacts:
• Compliance Department: [email protected] | 54 2102 8500 | Pedro Dalla Costa Street, 565, Pradel Neighborhood – Bento Gonçalves, Rio Grande do Sul, Brazil.
9. VALIDITY
This Policy shall come into effect on June 7, 2023, for an indefinite period, and may be updated at any time, with submission to the competent governance bodies for approval.
10. REVISION HISTORY | CONTROLS APPLIED TO THE DOCUMENT
REVISION | DATE | DESCRIPTION OF CHANGES |
| 00 | 07/06/2023 | Preparation and issuance of this policy. |
| 01 | 16/09/2024 | Standardization of terms. |
DATE OF PREPARATION | LAST CHANGE | DEVELOPED/REVIEWED BY | APPROVED BY |
07/06/2023 | 16/09/2024 | Compliance Department | Board of Directors, Executive Board |
