|Version:||Date of Review:||History:|
|2||06/26/2015||Including the Items Scope (II), Additional Documents (III), Concepts and Acronyms (IV), Responsibilities (V), Management of Consequences (VII) and General Provisions (VIII).
Adjusting the Purpose (I) regarding the concept of sustainability.
Including the quote from the Policy PLT_001 Anti-Corruption in Items 5 and 8.
Including the provisions on the Supplier’s Code of Ethical Conduct in Item 8.
Updating Items 2, 7, 9, 10, 11 and 12.
|3||08/01/2017||Including Sub-item 8.15 of VI. Guidelines;
Updating Items II. Scope and Subitems 2, 8, 8.1, 8.5, 8.6, 8.11, 8.12, 8.13, 9 and 11 of VI. Guidelines.
|4||10/29/2019||Updating Items II. Scope, III. Guidelines, Sub-items 2 and 8.15, V. Responsibilities, VI. Additional Documents, VII. Concepts and Acronyms and VIII. General Provisions.
Including Item III. Guidelines Subitem 13.
Ensuring, during the process of procurement of goods and services and of management of the supply chain, the development of an ethical and transparent relationship, seeking competitiveness, quality, speed, and sustainability. This relationship must ensure the continuity and legitimacy of operations, besides continuously and evolutionarily stimulating the social and environmental responsibility and innovation.
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 Servinet Serviços Ltda., Braspag Tecnologia em Pagamentos 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 directive based on the guidance provided for in this Policy, considering the specific needs and legal and regulatory aspects to which they are subject.
1. Relevant purchases and contracts are centralized by the Procurement Board, with the purpose to ensure a consistent relationship between Cielo and its suppliers.
2. Potential suppliers must undergo a registration process and a financial, tax, labor, social and environmental evaluation, among others, according to internal procedures. In addition, the supplier must be technically qualified through an evaluation carried out by the departments requesting the purchase.
3. The registration of companies in public records will be evaluated during the approval process of suppliers.
4. The separation of duties and traceability in several operational and decision-making phases ensure transparency during the contracting process.
5. Rights and duties both of Cielo and its partners when contracting relevant purchases are formalized through legal instruments based on current laws and guided by the Suppliers’ Code of Ethical Conduct and by the Anticorruption Policy.
6. Suppliers selected to participate in the bidding process for products and services specified and established by a technical department are submitted to a transparent selection process, in which all participants, simultaneously, will have equal conditions.
7. Free and fair competition amongst suppliers and the adoption of practices strictly ethical as to the business relationship with partners are appreciated by Cielo.
8. The precepts set forth in the Suppliers’ Code of Ethical Conduct of Cielo apply to this Policy, which shall be complied with by its suppliers or potential suppliers, namely:
8.1. Seeking the development of employees through training and incentives to improve the educational level;
8.2. Not using slave labor;
8.3. Not using child labor;
8.4. Valuing diversity, fostering equality and fighting against discrimination;
8.5. Having no conflict of interests with Cielo;
8.6. Offering and receiving gifts, privileges, and services must be carried out in compliance with the market’s usual practices and Cielo’s policies and rules;
8.7. Complying with current laws, such as, but not limited to tax, labor, social security, environmental laws, among others;
8.8. Freedom of association;
8.9. Fair competition;
8.10. Information protection;
8.11. Having no history of practices that create or stimulate sexual, moral, religious, political or organizational harassment;
8.12. Incorporating voluntary commitments, focused on fostering the social, economic and environmental development of the community where it operates;
8.13. Preserving the environment;
8.14. Transparency in all relations;
8.15. Notifying deviations through our Ethics Channel, for which the contact information can be found in all Cielo’s interface means with its suppliers
9. Cielo has the purpose to continuously expand the supply base, without restricting suppliers by size or location, provided that they have conditions to offer the product or service in compliance with Cielo’s needs and specifications and, from the administrative and technical point of view, are able to supply the product or service.
10. In all agreements, the Company adopts a standard and mandatory condition that demands compliance with socially and environmentally responsible practices and the dissemination of sustainability principles.
11. The suppliers base is monitored in aspects related to compliance with relevant principles in the Suppliers’ Code of Ethical Conduct, and critical suppliers have specific criteria evaluated according to internal procedures.
12. A relationship channel, free and direct, specific for suppliers to manage the principles of this Policy, which is disseminated to all suppliers, such as the “Ethics Channel”.
13. According to the rules and requirements of Central Bank of Brazil’s Official Letter (“BACEN”) 3909/18, which sets forth the Cybersecurity Policy, before hiring of relevant services of data processing, data storage and cloud computing, the Procurement department must forward its prior evaluation of the chosen suppliers to the Legal Board, which in turn will notify the intention of hiring to BACEN, observing the deadline and the information required by the regulator.
13.1. The Legal Board is responsible for evaluating the compliance with the rules and requirements of BACEN’s Official Letter 3909/18. The Procurement and Legal Departments are responsible for ensuring compliance with the governance required by the Company’s and BACEN’s rules.
IV. Levels of Authority
Purchases and hiring are always carried out in compliance with the provisions of the Bylaws, the Charter of the Board of Directors, the Charter of the Executive Board, Procurement Rules and Rules on Levels of Authority, as applicable.
V. Management of Consequences
Employees, suppliers or other stakeholders who see any deviations from the guidelines of this Policy, may report the fact to the Ethics Channel (www.canaldeetica.com.br/cielo or 0800 775 0808), anonymously or not.
Internally, noncompliance with the guidelines of this Policy will lead to the application of accountability measures against agents who fail to comply, according to the due severity of the noncompliance
- Members of the Management, Managers, and Employees: Observing and ensuring compliance with this Policy, and whenever necessary, prompt the Procurement Board for consultation on situations involving conflict with this Policy or by means of the occurrence of situations described therein.
- Procurement Board: Complying with the guidelines set forth in this Policy, keeping the Policy updated to ensure that any changes are incorporated, and clarifying questions regarding the Policy’s content and enforcement, as well as promptly submitting the supplier’s prior evaluation and registration data to the Legal Board, if the Company identifies the hiring of relevant services for data processing, data storage, and cloud computing.
- Risk, Compliance and Prevention Board: The Business Continuity department should develop and keep up to date the Procedure to Evaluate Suppliers, including the hiring of relevant services for data processing, data storage, and cloud computing, as well as the decision to outsource services.
- Legal Board: After activating the Procurement Board, the Legal Board must notify BACEN of the evaluation and/or the possibility of hiring relevant services of data processing, data storage, and cloud computing, observing the deadlines and providing the information requested, pursuant to current regulations.
VII. Additional Documents
- Applicable laws and regulations.
- Anti-Corruption Policy
- Cielo’s Code of Ethical Conduct
- Suppliers’ Code of Ethics and Conduct
- BACEN Official Letter 3909/18
- Internal standards constantly improved and approved by the due levels of authority and made available to all employees.
- Charter of the Board of Directors
- Charter of the Executive Board
VIII. Concepts and Acronyms
- Affiliated Companies: Companies in which the Company holds 10% (ten percent) or more of their capital, without, however, having control over them, pursuant to Article 243, Paragraph 1 of the Brazilian Corporation Law.
- 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: All relevant stakeholders with interests in Cielo, or also individuals or entities assuming any type of direct or indirect risk against the Company. Amongst others, we point out: investors, employees, society, customers, suppliers, partners, creditors, governments, regulators, competitors, media, associations and professional associations, the user of the electronic payment methods and non-governmental organizations.
IX. General Provisions
Cielo’s Board of Directors is responsible for amending this Policy whenever necessary.
This Policy takes effect on the date of its approval by the Board of Directors and revokes any contrary documents.