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.
5 02/19/2020 Updating items I. Purpose, II. Scope, III. Guidelines Sub-items 1.1.1, 1.2.2, 1.3, 1.3.2, 1.3.3, 1.3.4, 1.4.1, 1.4.2, 2.1, 2.3 e 4.1, IV. Management of Consequences, V. Responsibilities, VI. Additional Documents, VII. Concepts and Acronyms and VIII. General Provisions.


I. Purpose

Stablishing the main guidelines and ratifying Cielo’s position regarding the disavowal and fight against any type of corruption, including, but not limited to, extortion and bribery.

II. Scope

All members of the Management (officers, members of the Board of Directors and members of the Advisory Committees), members of the Fiscal Council and employees of the companies Cielo S.A., Servinet Serviços Ltda., Aliança Pagamentos e Participações Ltda. and Stelo S.A., hereinafter (“Cielo” or “Company”).
All of the Company’s Subsidiaries must establish their directives based on the guidance provided in this Policy, considering the specific needs and legal and regulatory aspects to which they are subject.
Regarding the Affiliated Companies, the Company’s representatives working in the Management of Affiliated Companies should make efforts to set their directives based on the guidance provided for in this Policy, considering the specific needs and legal and regulatory aspects to which they are subject.

III. Guidelines

1. Guidelines in relation to the Anti-Corruption Law and practices regarding contributions to public entities

1.1. Harmful Acts

1.1.1. Cielo does not adopt, encourage and/or allow the practice of any conduct that constitutes or results in acts that are harmful to the national or foreign Public Administration and other private companies, observing the provisions of Law 12846/2013 (“Anti-Corruption Law”), in compliance with the exhaustive and non-explanatory list:

  • Promise, offer or give, directly or indirectly, an undue advantage to a public agent or related third-party;
  • Finance, fund, sponsor or in any way subsidize the practice of illegal acts provided for in this law;
  • Use an individual or legal entity to conceal or disguise its real interests or the identity of the beneficiaries of the acts;
  • Regarding bids and agreements:
    • Frustrate or defraud, through adjustment, arrangement or any other method, the competitive nature of a public bidding procedure;
    • Prevent, disturb or defraud any public bidding procedure;
    • Remove or seek to remove a bidder through frauds or offers of an advantage of any kind;
    • Defraud a public bidding or agreement resulting from it;
    • Create, in a fraudulent or irregular manner, a legal entity to participate in a public bidding process or enter into an administrative agreement;
    • Obtain an improper advantage or benefit, in a fraudulent manner, from changes or postponements of agreements entered into with the public administration, without authorization by law, in a public bidding or in the respective contractual instruments; or
    • Manipulate or defraud the economic and financial balance of agreement entered into with the public administration.

1.2. Contact with Public Officials

1.2.1. The contact between members of the Management and employees, as well as suppliers who act as representatives of Cielo, with public agents, must occur according to guidelines established in an internal rule that governs the relationship with the Public Administration.

1.3. Contributions, Donations, and Sponsorships to Candidates for Public Office or Political Parties

1.3.1. Cielo does not contribute, directly or indirectly, either through donation or loan of assets, use or assignment of physical or advertising space, sponsorship of events, assignment of labor and/or any other resource, leafleting, electronic messages, posters, or in any other way, to political campaigns, political parties, candidates for public office or any other type of organization that develops a political activity.

1.3.2. Despite the fact that donations by individuals are not prohibited by law, Cielo recommends that all those who exercise statutory positions in the Company refrain from making personal donations to electoral campaigns, including those who are part of their circle of economic dependence.

1.3.3. Cielo only sponsors projects after the due assessments and approvals, according to guidelines established in internal rules.

1.3.4. The donation of goods is allowed and is carried out through the due assessments and approvals, according to guidelines established in internal rules.

1.4. Corporate Restructuring

1.4.1. During any merger and acquisition process in which Cielo participates, due diligence must be carried out at the target company to ensure, among other aspects, the compliance with the requirements of the Anti-Corruption Law. The purchase and sale agreement or other documents with the same purpose as this agreement must include specific anti-corruption clauses and, in the case of merger and incorporation, it must be stated that the transferee is responsible for the acts and facts that occurred before the date of the merger or incorporation, except in cases of fraud simulation or evident intent, duly proven.

1.4.2. Any breach identified in the merger and acquisition process must be reported to the Risk, Compliance and Prevention Board for risk analysis and assessment.

2. Encouraging the Act of Reporting Harmful Acts, verifiable or not, to the Public Administration, practiced by Cielo’s Employees, Management and other Stakeholders of this Policy.

2.1. Cielo encourages and supports complaints on any act or omission that may constitute a violation to the Code of Ethical Conduct or the law in force, including the Anti-Corruption Law, committing itself to investigate, punish and/or inform the competent authorities of any deviations that may be notified to the Company, as strictly as possible, respecting the whistleblower’s confidentiality.

2.2. The complaint should be made preferably, through the Ethics Channel, without excluding any means or channel available to the whistleblower, given the impossibility to access the said channel.

2.3. All reports received and processed by the Ethics Channel, even if not anonymous, will be treated as confidential. The receipt of these complaints is managed by an independent company. The verification of the records is managed by Cielo’s Internal Audit, without prejudice to any notification and collaboration with other competent authorities, as necessary.

3. Disclosure All stakeholders will be made aware of this policy and its respective updates, without exception, at least annually. This policy is available on Cielo’s intranet and investor relations website.

3.2. All members of the Management, employees, trainees and minor apprentices shall sign the instrument of adhesion to the Anticorruption Policy, and suppliers shall accept the instrument of adhesion for the guidelines set by Cielo.

4. Training

4.1. ‘All members of the Management, employees, interns and minor apprentices must undergo a mandatory online training once a year and sign the instrument of adhesion to this policy.

IV. Management of Consequences

Employees, suppliers and other stakeholders that see any deviations from the guidelines of this policy may report this deviation through the Ethics Channel (, or 0800 775 0808), anonymously, if they so wish.

Internally, the failure to comply with the guidelines of this policy envisages the application of measures to charge the agents who do not comply with this Policy according to related seriousness of such non-compliance.

V. Responsibilities

  • Members of the Management and Employees: Observing and ensuring the compliance with this policy, as well as the provisions set forth in the Code of Ethical Conduct and, whenever necessary, seek the Risk, Compliance and Prevention Board for its opinion on situations involving conflict with this policy or due to the occurrence of situations described therein.
  • Third parties and Suppliers: Observing and ensuring the compliance with this policy, as well as the provisions set forth in the Suppliers’ Code of Ethics and Conduct and, whenever necessary, seek the channels available at Cielo for its opinion on situations involving conflict with this policy or due to the occurrence of situations described therein.
  • Risk, Compliance and Prevention Board: Monitors the compliance with the guidelines set forth herein, reviews and updates the policy to reflect any changes in Cielo’s guidance and to support any doubts regarding the content and its application;
  • Procurement Executive Board: Carries out the Know Your Supplier process when prospecting, selecting, hiring and monitoring, according to quality and compliance criteria, pursuant to internal rules and procedures. In addition, notify the Risk, Compliance and Prevention Board about evidence of corruption by suppliers, when identified.
  • Legal Board: Guides Cielo on the applicability, interpretation, and amendments of laws or regulations related to the subjects of this policy.
  • Strategic Planning Board: Ensures that the due diligence process is carried out, within the context of mergers and acquisitions transactions, when Cielo is a buyer, which includes verifying matters related to compliance with the requirements of the Anti-Corruption Law.
  • Audit Executive Board: Independently assesses the rules and procedures established in this policy, mitigating risks regarding the management, controls and internal processes and investigating complaints and reporting to the Ethics Forum, Audit Committee and 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 Agent: Every individual who represents the public power, public servant or not, paid or not, exercising a temporary or permanent service. Anyone who exercises, even if temporarily or without compensation, by election, appointment, hiring or any type of investiture or relationship, the term of office, position, employment or civil service. Those who work for a private company contracted or hired to perform an activity usually provided by the Public Administration are also considered a Public Agent.
  • Harmful Acts: Any acts or omissions that lead to a direct or indirect damage to the interest and/or public assets to the detriment of the interests of third parties and that contradict the principles of Public Administration (e.g., impersonality, morality, efficiency, legality and publicity) and the international commitments undertaken by Brazil.
  • Ethics Channel: The Ethics Channel is the channel made available by Cielo to stakeholders and any third parties so that they can anonymously report or notify Cielo about a conduct that they consider contrary or potentially offensive to the Company’s values or to the law in force, including the Anti-Corruption Law.
  • Code of Ethical Conduct: Set of rules, according to the version periodically updated by Cielo, through which the Company assures its stakeholders that Cielo respects their values and prohibits the practice of acts that characterize a disrespect for ethics, the Company’s values or the law in force, including the Anti-Corruption Law.
  • Corruption: Act or effect of being corrupted, offering something to a Public or Private Agent with the goal of obtaining an undue advantage for yourself or for others.
  • Bidding: Formal administrative procedure to contract services or purchase products by the entities of the Public Administration, directly or indirectly. In Brazil, Biddings are usually regulated by Law 8666/1993 (General Bidding Law), with more specific rules applicable to certain situations. Examples: Law 10520/2002 (which governs public tenders); Decree 5450/2005 (which governs electronic public tenders) and Law 13303/2016.
  • Affiliated Companies: companies in which the Company has significant influences, pursuant to Article 243, Paragraph 4 and 5 of the Brazilian Corporation Law, (i) there is a significant influence when the Company holds or exercises the power to participate in the decisions of a company’s financial or operating policies, without, however, controlling it; and (ii) the significant influence will be assumed when the Company owns twenty percent (20%) or more of the voting capital of the said company, without controlling it.
  • Subsidiaries: Companies in which the Company, directly or indirectly, holds rights as partner or shareholder, which permanently guarantee to the Company the preponderance in business resolutions and the power to elect the majority of the members of the Management, pursuant to Article 243, Paragraph 2 of the Brazilian Corporation Law.
  • Stakeholders: They represent all relevant stakeholders of the Company, or also, individuals or entities undertaking any type of direct or indirect risk with 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 documents.

Barueri, February 19, 2020.

Cielo S.A.