Corporate Management Policy

Review History

 

Version: Date of Review: History: 
1 06/03/2013 Document creation
2 06/26/2015 Inclusion of items Scope (II), Additional Documentation (III), Concepts and Acronyms (IV), Responsibilities (V), Outcome Management (VII), Exceptions (VIII) and Miscellaneous (IX);
Update of the content of item Guidelines (VI): inclusion of the word “organizational” in item 2; adequacy of terms of item 4; inclusion of items 5, 6, 7 and 10; update of items 3 and 9.
3 05/03/2016 Update of Cielo’s mission in item 1 of the topic Guidelines (VI).
09/19/2018 As the content of this policy has not been altered, it was endorsed by Executive Board (EB) and Board of Directors (BD), therefore, a new version has not been issued

 

I. Purpose
Set forth the guidelines to be observed by Management in the management and corporate interests of Cielo, aiming the business sustainability in the long run.

II. Scope
All Management (Officers, members of the Board of Directors and Committees) and employees of Cielo S.A.

III. Guidelines

1. Cielo’s mission: “Enchant our customers with the best solutions of a leading, profitable and sustainable company, with passionate employees.”

2. Cielo’s organizational values are:

2.1 Employees with attitude, teamwork spirit and passion for everything they do;
2.2 Enchanted customer;
2.3 Sense of ownership;
2.4 Ethics in all relations;
2.5 Excellence in execution;
2.6 Innovation with results;
2.7 Corporate Sustainability and Responsibility.

3. The corporate governance is carried out by Management bodies, composed of a Board of Directors and a Statutory Board of Executive Officers, according to the powers and duties laid down in the Company’s Bylaws, also authorizing the delegation of powers pursuant to the limits defined by internal rules. In addition, the Company maintains a Governance Department, in compliance with the good governance management practices.

4. The Board of Directors is assisted by advisory committees with specific qualification and competence defined by their charters according to the matter and expertise.

5. Cielo’s Statutory Board of Executive Officers and all other managers pursue a continued improvement of the operational efficiency, the intellectual capital and the management system sustainability, considering the Company’s mission, the organizational values, the strategic plan and the annual targets defined by the Board of Directors to guarantee the Company’s leadership in its operating segments.

6. Cielo’s leadership is liable for ensuring that the organizational values are a reference in all decisions, for shaping a culture of meritocracy and differentiated performance and offering an engagement environment with all its employees.

7. Cielo is committed to providing a safe and healthy workplace for its employees, seeking a continued improvement of Occupational Health and Safety processes, ensuring this composes the business assumptions guiding Cielo’s managerial decisions.

8. The strategic planning covers a five-(5) year period and shall be reviewed, at least, every three (3) years, taking into account market, regulatory, economic, social and environmental aspects and setting guidelines for the budgetary process. The plan is unfolded to the Company’s macro critical functions, compatible with strategic planning perspective.

9. Cielo’s global performance is appropriately and strictly analyzed so that to assess its evolvement concerning the strategies and the actions plans, support the decision-making process and allow the correction of directions.

10. Cielo seeks offering differentiated products and services to its customers. Therefore, the innovation capacity and the systems platform are continuously reinforced and improved.

11. It shall be incumbent upon the Management bodies and all the Company’s employees, service providers or partners to observe and comply with the Policies, rules, and procedures of Cielo.

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 (www.canaldeetica.com.br/cielo or 0800 775 0808), anonymously or not.

Internally, the failure to comply with this Policy’s guidelines shall result in outcome management actions which may vary from guidance on how to proceed to annul or at least, minimize eventual problems caused until the dismissal with cause of the violators.

Externally, the failure to comply with this Policy’s guidelines implies the application of civil and/or criminal measures according to the respective seriousness of such non-compliance.

V. Exceptions

Exceptions to this Policy shall be approved by Cielo’s Board of Executive Officers.

VI. Responsibilities

  • Management and Employees: Observe and ensure the compliance with this Policy, and when necessary, prompt the Organizational Development EVP for consultation on situations involving conflict with this Policy or whenever occurs the situations outlined herein.
  • Organizational Development EVP, Finance and IR EVP and Products and Business EVP: They are the guardians of this Policy and the persons in charge of its improvement, update, communication to stakeholders, publication, and activation. They are also liable for the outcome management actions referring to the non-compliance with provisions hereof.

VII. Additional Documentation

  • Prevailing laws within the federal, state and municipal scopes.
  • Bylaws
  • Code of Ethical Conduct
  • Internal rules continuously improved, approved by the appropriate authorities and made available to all employees.

VIII. Concepts and Acronyms

  • EVP: Executive Vice President.
  • Stakeholders: Relevant parties interested in the Company, or also, individuals or entities assuming any type of direct or indirect risk against the Company, amongst others we point out: shareholders, investors, employees, community, customers, suppliers, creditors, governments and regulators, competitors, media, associations and professional associations, users of electronic means of payment and non-governmental organizations.

IX. 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.