Anticorruption Policy

Review History

Version: Date of Review: History: 
1 12/17/2013 Document preparation
2 06/26/2015 Concept adjustment in items Objective (I), Scope (II) and heading of item 2; Inclusion of item Additional Documentation (III) and Responsibilities (V); Inclusion of word “anonymously” in the Ethics Channel definition, “Private” in Corruption definition and Stakeholders definition in item Concepts and Acronyms (IV); Inclusion of items 2.2 and Miscellaneous (VIII).
3 10/30/2017 Update of items I. Objective, II. Scope, III. Additional Documentation, IV. Concepts and Acronyms, V. Responsibilities and sub-items 2.1.1, 3.1, 3.3, 4.1, of VI. Guidelines; Inclusion of sub-items 2.1, 2.2 to 2.3, 2.3.2 to 2.4.2 and 4.2 to 5.1 of VI. Guidelines.
4 07/05/2018 Update of items I. Purpose, II. Scope, IV. Outcome Management, V. Responsibilities, VI. Additional Documentation, VII. Concepts and Acronyms and subsequent subitems of III. Guidelines: 1.3.2, 1.3.3, 2.2 and 3.2.


I. Purpose

Set forth the main guidelines and ratify Cielo’s position to repudiate any form of corruption and support anticorruption, as well as disseminate as corporate value the “Ethics in All Relations.”

II. Scope

All Management (statutory officers, members of the Board of Directors, members of the Fiscal Council, members of the advisory committees of the Board of Directors) and employees of Cielo S.A., Servinet and Aliança, as well as all their suppliers and respective Management, employees and related representatives.

III. Guidelines

1. Anticorruption Law guidelines and practices as to contribution to government entities
1.1. Harmful Acts
1.1.1. Cielo neither adopts, nor incentives and does not allow the practice of any conduct to represent or result in harmful acts to the national or foreign Public Administration and other private companies, as provided for by Anticorruption Law No. 12.846/2013, such as, for instance:

Promise, offer or give directly or indirectly any improper advantage to government agency, or third party related thereto (i.e., relatives, friends, etc.);
Finance, support, sponsor or anyway subsidize the practice of illegal acts provided for in the Anticorruption Law;
Use third party individual or legal entity to conceal or dissimulate real interests or the identity of beneficiaries of acts practiced;
Frustrate, prevent or defraud, by means of agreement, combination or any other contrivance the competitive nature of a public bid or contract deriving therefrom;
Manipulate or defraud the economic and financial balance of contracts signed with public administration;
Obtain improper advantage or benefit, fraudulently, from modifications or renewals of contracts entered into with public administration, not authorized by laws, in invitation to bid or in respective contractual instruments;
Hamper investigation or inspection of public bodies, government entities or officials, or intervene in their performance, also within the scope of regulatory agencies and the Brazilian financial system inspection bodies.
1.2. Contact with Public Officials
1.2.1. Contact between management and employees, as well as suppliers acting as Cielo’s representatives with public officials, shall be made according to the guidelines laid down in internal normative instrument ruling relationship with the Public Administration.
1.3. Political contributions, donations and sponsorships
1.3.1. Cielo does not contribute, directly or indirectly, whether by means of donation of loan of assets, utilization or assignment of physical or advertising space, events sponsorship, assignment of labor and/or any other resource, flyers, sending e-mails, placing posters, or any other form, to political campaigns, political parties, candidates to public offices or any other type of organization developing any political activity.
1.3.2. Cielo advises everyone performing statutory duties at the company, although not forbidden by laws donations by individuals, to abstain from making personal donations to electoral campaigns, inclusive those inserted in their circle of economic dependence.
1.3.3. Cielo only sponsors projects after appropriate assessments and approvals, according to the guidelines set forth in internal normative instrument.
1.3.4. The donation of assets is allowed and is made by means of appropriate assessments and approvals, according to the guidelines set forth in internal normative instrument.
1.4. Corporate Restructuring
1.4.1. A due diligence at the target company shall be carried out during any merger and acquisition process wherein Cielo participates, aiming at ensuring, amongst other aspects, the compliance with Anticorruption Law requirements. The purchase and sale agreement or another document with the same purpose of this agreement shall include specific clauses of anticorruption, and in case of merger and incorporation, agreement shall express that successor shall be held liable for the acts and facts occurred prior to the date of merger or incorporation, except in case of simulation or clear intention of fraud, duly evidenced.
1.4.2. Any violation identified in the merger and acquisition process shall be reported to the Risk Management and Compliance Executive Board.

2. Incentive to denounce harmful acts, which can be proved or not to the Public Administration, practiced by employees, management of Cielo and other stakeholders of this Policy
2.1. Cielo encourages and supports the denunciation of any act or omission which may characterize violation to the Code of Ethical Conduct or prevailing laws, inclusive the Anticorruption Law, undertaking to verify, punish and/or inform appropriate authorities on any deviations to be notified to the Company, as strictly as possible, observing the informer’s confidentiality.
2.2. Denunciation shall be preferably made by means of the Ethics Channel, without excluding any means or channel available to informer if he has difficulties to access referred channel.
2.3. All denunciations received and processed by the Ethics Channel, even if not anonymous, will be treated as confidential. The receipt of these denunciations is managed by an independent company and verification of records shall be firstly managed by Cielo’s Internal Audit Executive Board, without prejudice of notification and collaboration with other appropriate authorities, if necessary.

3. Disclosure
3.1. This Policy and related updates shall be disclosed to all stakeholders, without exception, at least, yearly. Referred Policy is available on the Intranet and Cielo’s Investor Relations website.
3.2. All managers, employees, trainees and minor apprentices shall sign the instrument of adhesion to the Anticorruption Policy, and suppliers shall accept the guidelines adhesion statement laid down by Cielo.

4. Training
4.1. All managers, employees, trainees and minor apprentices shall complete mandatory online training within the term defined by Cielo and sign the statement of adhesion to this Policy.

IV. Outcome Management

Employees, suppliers or other stakeholders who notice any deviation to this Policy’s guidelines, may report the fact to the Ethics Channel ( or 0800 775 0808), anonymously or not.
Internally, the failure to comply with this Policy’s guidelines implies the application of measures for agents’ liability who fail to comply therewith, according to the respective seriousness of such non-compliance.

V. Responsibilities

Management and Employees: Observe and ensure the compliance with this Policy, as well as the provisions of the Code of Ethical Conduct and, when necessary, prompt the Risk Management and Compliance Executive Board for consultation on situations conflicting with this Policy or by means of occurrence of situations described therein.
Third parties and Suppliers: Observe and comply with this Policy, as well the provisions of the Suppliers Code of Ethics and Conduct and, when necessary, prompt the channels available at Cielo for consultation on situations conflicting with this Policy or by means of occurrence of situations described therein.
Risk Management and Compliance Executive Board: Monitor the compliance with the guidelines set forth herein, keep it updated, reflect in its content any alterations in Cielo’s direction and support eventual doubts relating to the content and its application.
Procurement Executive Board: Conduct the Know Your Supplier process upon prospecting, selection, hiring and monitoring of suppliers, according to in-house rules. In addition, inform the Risk Management and Compliance Executive Board on any signs of corruption by suppliers, when identified.
Legal Executive Board: Guide Cielo as to the applicability, construal and update of laws and regulations relating to the issues of this Policy.
Strategic Planning, New Businesses and Big Data Executive Board: Ensure the due diligence process, within the context of mergers and acquisitions, when Cielo is the buyer, which includes verifications associated with the compliance with the Anticorruption Law requirements.
Audit Executive Board: Independently assess the rules and the procedures set forth herein, mitigating the risks as to management, internal controls and processes and verify cases of denunciations and report to the Board of Executive Officers, the Audit Committee and the Board of Directors.

VI. Additional Documentation

Law No. 12.846/13 (“Anticorruption Law”)
Decree No. 8.420 of 2015
Law No. 8.429/92 (“Administrative Misconduct Law”)
Law No. 8.666/93 (“General Law of Bids”)
Decree-law No. 2.848/40 (“Criminal Code”)
Principle 10 of the Global Compact (
CGU Ordinances No. 9910 of 2015
Normative Instructions CGU Nos. 01 and 02 of 2015
Code of Ethical Conduct
Suppliers Code of Ethical Conduct
Procurement Policy
Sustainability Policy
Compliance Policy
In-house rules continuously improved, approved by appropriate authorities and available to all employees.

VII. Outcome Management

Aiming at facilitating the understanding on the legal terms and practices that Cielo intends to fight against, below few relevant definitions:

Public Administration: This is a set of bodies, services and entities of direct and indirect public administration (foundations, independent government agencies, and mixed corporations), and respective officials. This concept, for the purposes of this Policy, encompasses entire Government in all its levels (federal, state and municipal) and powers (Executive, Legislative and Judiciary) for the rendering of public utilities, management of public assets and the community’s interests, as well as respective representatives.
Public Official: any individual representing the public authorities, whether a civil servant or not, remunerated or not, performing temporary or permanent services. The person exercising, even if temporarily or without remuneration, by election, nomination, designation, contract, or any form of investiture or relationship, tenure, position, employment or public office. It is compatible with a public official working for a private company contracted or accredited to perform usual activity of Public Administration.
Harmful Acts: These are any acts or omissions causing direct or indirect damages to the public interest and/or assets to the detriment of third parties’ interest and contradicting the principles of the Public Administration (i.e., impersonality, morality, efficiency, legality and publicity) and international commitments assumed by Brazil.
Ethics Channel: The Ethics Channel is the channel made available by Cielo to stakeholders and any third parties anonymously offering denunciation or information on conduct understood as contrary or potentially offensive to the Company’s values or prevailing laws, including the Anticorruption Law.
Code of Ethical Conduct: This is a set of rules, according to version periodically updated by Cielo, by means of which the Company enforces before stakeholders the respect for its values and forbids the practice of acts characterizing disrespect to ethics, the Company’s values or prevailing laws, including the Anticorruption Law.
Corruption: The act or effect of being corrupted, offer something to a Public Official or Private Agent aiming at obtaining improper advantage for himself or third parties.
Bid: This is a formal administrative procedure to direct or indirect public administration entities contract services or acquire products. In Brazil, bids are generally regulated by Law No. 8.666/93 (General Law of Bids), with more specific rules applicable to certain situations. Examples: Law No. 10.520/02 (which governs bids in the trading session mode); Decree No. 5.450/05 (which governs the electronic trading session) and Law No. 13.303/16.
Stakeholders: They represent all relevant public with interest in the Company, or also, individuals or entities assuming any type of direct or indirect risk towards the company. Amongst others, we point out: shareholders, investors, employees, society, clients, suppliers, lenders, governments, regulators, competitors, press, professional associations and entities, users of electronic means of payment, and non-governmental organizations.

VIII. Miscellaneous

It shall be incumbent upon the Company’s Board of Directors to amend this Policy whenever necessary.
This Policy takes effect on the date of its approval by the Board of Directors and revokes any contrary rules and procedures.