Code of Ethics

Código de Ética

I. Code Comprehensiveness

This is a reference document not only for employees, trainees and managers, but also for subsidiaries and other stakeholders with whom Cielo maintains relationship. These different stakeholders involved in our businesses, when they make their routine decisions, are those who reinforce the ethical conduct the Company believes.
The Ethical Code of Conduct of Cielo considers relationships with the following stakeholders, although not restricted to them:

  • Shareholders and investors
  • Trade associations
  • Union associations
  • Banks and brands
  • Customers
  • Employees and other co-workers
  • Community and society
  • Competitors
  • Suppliers
  • Government and regulatory agencies
  • Media
  • Electronic payment users
II. Purpose of the Code

This is the Ethical Code of Conduct of Cielo and of companies under the Company’s controlling interest. The following pages present the essential elements which shall be considered in relations established by Cielo with its different stakeholders. With this code, the Company seeks to contribute to creating long-term partnerships compatible with society’s interests and most legitimate aspirations.
This document does not envisage all the ethical conflict situations which may arise day-to-day. Cielo’s purpose is to define the basic principles which shall guide relations and activities at the Company, besides reinforcing the need of complying with prevailing laws. Cielo relies on the collaboration of all employees for the daily practice of this Ethical Code of Conduct, since a document of this nature is only legitimate over time and with a continued practice.

III. Mission and Values

Mission
Provide our clients with the best solutions of a leading, profitable and sustainable company, with dedicated employees.
Values
Employees with attitude, team spirit and passion in everything they do. Attitude is not just taking the initiative. It is behavior that also involves added value, responsibility and results. Devotion is a striking feature of all the company’s employees and is essential to meeting Cielo’s goals.

Delighted customers
Customers are what make Cielo’s mission and business possible, and the company aims to contribute decisively to the success of their endeavors. For Cielo, keeping its customers satisfied means constantly thinking of solutions that can improve their results and, at the same time, strengthen their management practices, sustainability and corporate responsibility.

Sense of propriety
This value means facing all activities with the attitude of someone who is responsible for its success. It means acting with a sense of urgency, transparently meeting established deadlines, budgets and quality and sustainability requirements.
Ethics in all relationships
For Cielo, ethics are indispensable. A part of every decision that is made, ethics help us achieve business goals that are based on corporate values. Ethics also helps us to not lose sight of the interests of Cielo’s different stakeholders.

Excellence in execution
Excellence in execution is understood as constantly seeking the highest degree of performance, perfecting day-to-day practices and esteeming absolute quality in the results of each task.

Innovation with results
Cielo is known for its capacity to innovate and propose exceptional, value-adding solutions. The company values innovation that offers results, helps it surpass goals and reveals new ways to contribute to the success of the business, the customers and other organization partners.

Sustainability and Corporate Responsibility
Contributing with inclusion of issues associated with sustainability in Cielo’s management practices and processes, guaranteeing the long-term success of the business and working for a healthier environment, a fair society and the social and economic development of Brazil.

V. Conduct guidelines by stakeholder

Shareholders and investors
Shareholders and investors play a fundamental role for a successful business. Cielo has a committed team to achieve results to ensure the best profitability indexes, always preserving transparency and equity.

Trade associations
Cielo’s commitment is to contribute to trade associations representing the stakeholders involved in the business, as well as ensure the ethics and values of free competition and sustainable relations, maintaining the confidentiality of information.

Union associations
Cielo respects the right of every employee to become a member of union and/or trade associations and participate in collective bargaining.

Banks and brands
Cielo considers banks and brands to be its customers and partners. This relationship should be increasingly valued and based on transparency and commitment to results.
It is the duty of Cielo to add value and propose improvements to the products and services offered. Again, ethics is a non-negotiable requirement and all information should be handled with strict confidentiality.

Customers
Cielo believes that effectively contributing to the success of its customers is the shortest path to making its Mission a reality. The Company values transparency and confidentiality of information, building and maintaining a relationship of confidence and responsiveness, strictly complying with contracted agreements and constantly seeking excellence in service.

Employees
Dedication is an outstanding characteristic of Cielo’s employees and essential for a successful business. The respect for differences is in the Company’s DNA, and this is reflected and attitudes and standpoints. Cielo’s relationship with its employees is based on values, ethical principles and labor laws.
Cielo values meritocracy, transparency, open dialogue and recognition of the best practices, with inspired employees who make the difference, exposing ideas and perceptions in line with business plan, thus, contributing to results.
The Company continuously invests in a personal and professional achievement environment to be healthy which promotes the professionals’ physical and emotional well-being.
It shall be incumbent upon each employee to protect Cielo’s assets and take care of the Company’s image. The attitudes of all managers and employees shall reflect the commitment with the Company’s values and going concern.

Community and society
Cielo includes “Sustainability and Corporate Responsibility” among its values, demonstrating how concerned it is with issues that involve the society’s sustainable development.
The Company should identify opportunities for process, products and services improvement to minimize the social-environmental impacts caused by business.
Cielo believes that it should contribute with public policies defined by all levels of government and contribute to the improvement of Brazilian society.

Competitors
Cielo respects its competitors and believes that fair competition helps improve the market.
Strategic business issues should not, under any pretext, be discussed with or forwarded to our competitors, without proper authorization. The Company monitors the technological environment and may take restraining, preventive and punitive actions, if necessary.
The Company is against any comment which may contribute to spread rumors about competitors.

Suppliers
Cielo’s suppliers have a direct influence on the quality of products and services. Therefore, this partnership is appreciated as that it is good for the company, for suppliers and for other stakeholders.
Relationships with suppliers will be characterized by the observance of the concepts of Cielo’s Code of Ethics. Cielo practices free competition, transparency and impartiality in the contracting procedures for suppliers, as well as the strict compliance with the contracts agreed. We should constantly seek to provide incentives for good practices and value matters of sustainability.
The company will pay special attention to supplier practices related to issues such as: the environment, conscientious consumption, child and slave labor, pedophilia, social inclusion, compliance with laws, among others.

Government and regulatory agencies
Cielo complies with current legislation, acts in a transparent manner, and holds an interest in contributing to Brazil’s social and economic development, playing an important role in Brazilian payment system, for instance, to fight against tax evasion and money laundering.

Media
Cielo values the reliability of information broadcasted to the media vehicles and ensures that all comments, statements or announcements on the Company’s behalf are made only by authorized individuals, as per the Communication Policy.

Electronic payment users
Cielo works so that electronic payment users recognize it as the best service company and chose electronic means as their preferred method of payment. It is Cielo’s responsibility to offer a safe transaction environment, working to eliminate problems, maintaining high network availability and confidentiality.

VI. Management of Ethical Code of Conduct of Cielo

Ethics Forum 
The Ethics Forum, composed of chairman, vice chairmen and executive officers of Cielo, as well as Risk and Compliance officer and coordinated by Internal Audit officer, is the last instance of management of the Ethical Code of Conduct of Cielo. Its objectives are:
•    Ensure the continuous improvement of the content of the Ethical Code of Conduct of Cielo.
•    Ensure that the Code precepts are reference of Cielo’s management process and to be observed in the daily work routine.
•    Resolve, as last instance body, on situations identified as misuse of the principles contained herein.

Misuse of the Code precepts
Employees, trainees and managers of Cielo are in charge of applying the code precepts in all their professional relations and must act as guardians, informing any and all situation which may indicate the non-compliance with the guidelines, under condition of legal punishment by the Company. All professionals shall sign the formal adhesion to the code and renew it upon new edition of document.
In case of any doubt on certain situation to be a misuse of the precepts set forth herein, professionals shall, before formalizing potential misuse, seek guidance with his immediate superior or manager, with HR business partners or with representatives of Compliance, Audit, Ombudsman and Sustainability areas.
In case of a situation of conflict with the Ethical Code of Conduct is witnessed, even if employee is not involved, this situation may also be formalized by means of the Ethics Channel.

Ethics Channel
www.canaldeetica.com.br/cielo or 0800.775.0808
This channel is managed by an independent company to ensure confidentiality.
The identity will be maintained under secrecy if this is the informer’s desire. The channel values the confidentiality of information and authorship of denunciations and ensures absolute secrecy.

Management of reports
The information registered by the Ethics Channel are used by groups especially designated to verify the facts. These groups will be created according to the nature and origin of potential misuse of the ethical conduct. The Ethics Forum, in last instance, resolves on the infringements and disciplinary sanctions.
The reports are managed according to the following assumptions:
•    The confidential analysis will be strictly maintained.
•    The anonymity will be ensured to anyone then requesting it.
•    The analysis will be conducted with impartiality and independence.
•    Denunciations or accusations without consistent grounds will be disregarded.
•    Denunciations or bad-faith accusations aiming at harming anyone will be subject to disciplinary sanctions.
•    Disciplinary sanctions are foreseen against any attempt of retaliation.
Any infringements may result in disciplinary sanctions provided for in the Consequence Management Rule.
When acting based on Cielo’s conduct guidelines, employee will be reinforcing the Company’s ethical principles and contributing to maintaining this Code always current and effective.
The Ethical Code of Conduct will be revised every two years or whenever necessary to ensure the alignment with the market good practices.

IV. Conduct General Guidelines

Equal opportunities
Cielo values equal opportunities. The Company believes that all persons must have equal chances of professional development.
Such right must be ensured to all the professionals involved in the hiring and people management processes. The selection of candidates eligible to positions occurs objectively and considers the profile of each position, the professional characteristics, as well as the knowledge necessary to perform the duties.

Respect for people
Cielo values human rights. The Company observes the principles of the Universal Declaration of Human Rights and values right to life, freedom of expression and safety. These principles are the basis of justice, freedom and peace.
The Company values diversity and repudiates any type of discrimination due to gender, disability, origin, religion, race, sexual orientation, marital status, age, social status or any other forms of discrimination.
Cielo repudiates any form of intimidation or sexual, moral, religious, economic, political or organizational harassment, also does not tolerate physical and verbal aggression, disrespect, embarrassment and humiliations.
The Company wants to build a work environment that encourages personal achievements and offer prospects for professional development.
Find additional information in the Sustainability Policy, Corporate Management and Human Resources Management: click here.

Conflict of interests
Cielo does not participate in conflicting relations between the Company’s businesses and its stakeholders.
 There is conflict of interests when professionals use the Company, their position or in-company influence aiming personal interests or to benefit third parties.
Interest should be understood not only as obtaining any advantage for himself, whether material or not, but also for family members, friends or counterparties with whom the professional maintains political, personal or business relationship.
There is conflict of interests in cases of personal or business relationship in any line of subordination or in the relationship with clients, suppliers or competitors to compromise the business impartiality and which may bring benefits to those involved or damages to the Company or also jeopardize the acquittal in the performance evaluation of those involved. Eventual situations shall be informed and formalized by employee by means of the Ethics Channel.
Few situations in which these conflicts may arise are the following:

  • Parental conflict and relations
    Cielo understands as part of the group which may characterize potential conflict: spouses, partners under common-law marriage and blood relatives, whether by kinship in first degree (parents and grandparents), direct line of descent (siblings and grandchildren) or collateral relationship (brother-in-law, cousin, nephew, son-in-law, daughter-in-law, father-in-law and others). If employee maintains parental relationship with professionals of entities controlled by Cielo, this situation shall also be notified and formalized by means of the Ethics Channel.
  • Parallel activities
    Professional parallel activities of interest of employees and other co-workers shall be performed not contradicting Cielo’s interests and shall be executed out of business hours contracted and outside the company’s premises. Volunteer, corporate actions and workshops with corporate motivations is authorized, as long as their content does not expose the Company’s strategy or performance. In the event Cielo’s services are used by employee or his family members, this situation shall be informed and formalized.
  • Partnership with other professionals
    If a partnership is created with other professionals of Cielo or outside the company, such fact shall be informed and formalized by employee.
  • Information obtained at Cielo
    It is forbidden the use of information acquired at Cielo to obtain advantages. This includes to disclose stock purchase or sale and provide any information on Cielo’s business to third parties.
    Find additional information in the Policy of Material Act or Fact and Securities Trading.
  • Board of directors, fiscal councils, committees or similar bodies 
    The participation in councils and committees of entities not controlled by Cielo and in charitable and non-governmental organizations shall be informed by employee and will be analyzed and resolved by the Ethics Forum.

These and other situations characterizing potential misuse and conflicts of interests shall be promptly informed to the immediate manager and formalized by means of the Ethics Channel (canaldeetica.com.br/cielo) to be duly analyzed. Until conclusion of analysis, the persons involved in potential conflict of interests, when possible, shall abstain from situation and await guidelines of the manager and competent areas.

Political contributions and affiliations
Cielo neither makes contributions to candidates, politicians and political parties nor allows to use the company’s funds to achieve political objectives nor use position held as lever for these interests. If employees run for political offices, after proof of application, they shall leave the company, not eligible to remuneration during period between the registration of their application with the Electoral Justice and the day following election.

Anticorruption
Cielo repudiates all forms of corruption, such as bribery, misuse, concessions of undue advantages, as well as the concealment or dissimulation of these acts and the impediment to investigation and inspection activities.

Any undue advantage, payment, gift or courtesy can neither be offered nor delivered, directly or indirectly, with intention to influence the impartiality of any authority, civil servant, employee or executive of companies, in any act or decision aiming at obtaining improper benefit for the Company.
Likewise, employees, trainees, apprentices and managers of Cielo shall not accept undue advantages.
Find additional information in the Anticorruption Policy: click here.

Fraud prevention
Cielo prevents frauds in all its relations, in line with prevailing laws and the Company’s values. The Company does not tolerate the practice of illegal acts in the performance of its activities or in view thereof. If misuse of this type occurs, Cielo will verify the facts and will adopt the measures necessary to protect its rights and values, including administrative sanctions and the filing of lawsuits aiming the parties’ civil or criminal liability.

Antitrust practices
Cielo is committed with promoting free competition, the market evolvement and the compliance with the antitrust laws. In interactions with competitors, Cielo’s professionals must not share strategic information, establish agreements or act in a coordinated manner on prices, sales, standardization of contractual clauses, remuneration, market division or also any business strategies to approach customers or suppliers.
Managers and employees of Cielo shall give special attention to the trade associations including competitor companies referring to the exchange of sensitive information, such as price, market strategy, customers, amongst others.
Find additional information in the Antitrust Compliance Policy: click here.

Money laundering prevention
Cielo does not participate in money laundering practices and all employees must pay special attention to suspicious situations.  The money laundering is the process which aims at concealing the origin of illegal funds, incorporating them into the business flow, in order to legitimate these funds.
In order to avoid problems within this scope, attention to suspicious behavior must be intensified by employees in their relationship with customers, suppliers and business partners, so that potential cases are analyzed, and where applicable, reported to the appropriate authorities.
Find additional information in the Money Laundering Prevention Rule.
Gifts, favors and business courtesy
Cielo is against the direct and indirect acceptance of gifts, favors, money or courtesy which may influence decision, facilitate business or benefit third parties. The acceptance and offering of gifts, favors or courtesy depend on the usual market practices, however, everything which may influence the impartiality in any negotiation should be avoided.
Business courtesy
In case of acceptance of business courtesy connected with marketing actions and relationship with customers, suppliers and partners, managers or employees must obtain previous authorization by e-mail of his immediate superior and inform the Compliance area (compliance@cielo.com.br), formalizing such authorization. Any disagreements by Compliance department in relation to authorization shall be discussed and may be submitted to the Ethics Forum for resolution.
Examples of business courtesy:
•    Brand, products and services marketing events (lunches, dinners, tributes, amongst others).
•    Congress or business forum for exhibition of technology and techniques, sharing of knowledge and networking.
•    Invitations are offered for sports, cultural or artistic events sponsored by the company offering the invitations.
When accepting courtesy of this type, travel, transportation, accommodation and meal expenses, if authorized, shall be preferably paid by Cielo.
Expenses aiming at strengthening customer relationship, such as meals, as long as these refer to work meetings, are authorized, provided that they consider reasonable amounts and are not prohibited by business practices known by entity receiving such courtesy.
Non-business courtesy
In the event of courtesy not connected with institutional actions, managers and employees of Cielo must not accept such courtesy. However, if the market practices envisage exchange of courtesy, for instance, Christmas gifts, these can be accepted, but restricted to the maximum reference amount of one hundred US dollars (US$100).
In this case, authorization is not necessary, as well as advertising small gifts, such as agendas, pens, calendars, notebooks, amongst others. When the amount exceeds the maximum reference value, employees must refuse the gift. If refund is not possible, gift must be sent to the Sustainability and Corporate Responsibility department, which will define its destination.
In addition, employees of the Procurement area are forbidden to accept gifts, favors and courtesy not connected with corporate actions, of any type or amount, except for advertising small gifts. In addition, the offer or acceptance of any gifts, favors or courtesy to government bodies or civil servants is also forbidden to managers and employees of Cielo.

Information preservation and security
Cielo values information security. Only information officially published by Cielo may be exposed or discussed with stakeholders, such as suppliers, customers, banks, brands, competitors, amongst others. Cielo understands as “official” the information published at the company’s website (www.cielo.com.br), at the Investor Relations website, in public reports, official profiles in the social networks and institutional materials.
All the stakeholders with whom Cielo maintains relationship are liable for overseeing the security of information, assuring that these are stored, processed and sent only through safe environments. It is forbidden to share or send any confidential, strategic, business information using private means, such as e-mail, pen drive, cloud storage, amongst others. Such attention also applies to sharing of information via social media, and verbally, in local sites, such as buses, restaurants, bars, airports, aircraft, stadiums, taxis, amongst others.
Find additional information in the Information Security, Communication, Material Act or Fact and Securities Trading Policies: click here.

Social networks
Cielo has its official channels at the social networks and only them represent the Company.
 Employees opting for registering in social networks, they shall do it on their own behalf by means of private resources.
The publication of opinions shall be fully personal, avoiding, direct or indirect association with the Company’s brand. It is also forbidden to spread rumors or any opinion to compromise the image of managers or other employees of the Company.
Social networks profiles associated with Cielo brand only shall be registered and used by Marketing area, which is liable for authorizing and publishing official information in this type of media.

Respecting rights of children and adolescents
Cielo is committed with children’s and adolescents’ rights. Cielo rejects any form of negligence, discrimination, violence, sexual exploitation and pornography in the Company’s activities, in the utilization of its products and services and in its value chain.
Cielo repudiates child labor and does not participate in any situation potentially involving the irregular work of adolescents under the age of 16 (except in the condition as apprentices, from 14 years of age).
Find additional information in the Sustainability Policy: click here.

Slave labor
Cielo is against forced labor and situations that could potentially involve coercion, retaliation under any pretext, degrading disciplinary measures or punishment for exercising any fundamental right.
 The Company does not participate in these practices in the utilization of its products and services and in its value chain.

Occupational health and safety
Cielo oversees occupational health and safety in its activities and labor relations.
 The Company ensures a safe environment, social security and welfare conditions which provide improved life quality and facilitate a good professional performance.

Environment
Cielo is committed with sustainable development.
 When performing its activities, it intends to ensure a successful business in the long term, contributing to build a fair society, the economic development and environmental conservation.
The environmental aspects are observed during development cycle of activities, products and services, considering the use of renewable energy; the management and reduction of greenhouse gas emissions; the rational use of the natural resources; the use of materials of certified origin; the management and proper waste disposal; the recycling of materials, amongst others.
Find additional information in the Sustainability Policy: click here.

Use of the company’s resources, assets and properties
Cielo believes that labor relations with its employees shall be based on integrity, diligence and loyalty to the Company’s interests in order to avoid waste of the Company’s resources.
 Employees shall preserve resources, facilities, equipment, machinery, furniture, vehicles, among other work materials.
The assets and resources of organization shall not be used to obtain illegal or improper advantages personally or for third parties, directly or indirectly.
The access to the Internet and telephone, as well as the use of e-mails, software, hardware, equipment and other assets of Cielo shall be restricted to the professional activity and used for private purposes with common sense, moderation and in urgent cases.
The Company legally has access to the records of use on the Internet, e-mail and information stored at computers, mobile and fixed telephones of the Company.

VII. Exhibits

Statement of Acceptance

I, ____________________________, declare I took cognizance of the Ethical Code of Conduct of Cielo, as well as the guidelines contained in the policies, rules and procedures published on the Intranet and my conduct will be guided by its precepts.
I understand I must formally notify about any misuse of this Code or policies, rules and procedures of Cielo, whenever it arises so that may be properly analyzed and treated by the Company.

______________         ______/_____/_______
Signature     Date

Use the left-hand page to register any misuse.

Sign and send in attention of HR Services area.

 

 

Statement of Potential Misuse and Conflicts

I, ____________________________, detail below my possible conflicts with the precepts set forth in the Ethical Code of Conduct of Cielo and/or with policies, rules and procedures published on the Intranet.

________________
Signature

___/__/___
Date