Code of Ethics

Código de Ética

I. Scope

This is a reference document not only for managers, employees, trainees and apprentices, but also for subsidiaries, shareholders, controllers, fiscal council and other Cielo’s stakeholders, who, by making their routine decisions, reinforce the ethical conduct in which the Company operates.

Cielo’s Code of Ethical Conduct considers relationships with the following stakeholders, although not restricted to them:

• Shareholders and investors;
• Trade associations;
• Union associations;
• Banks, brands and other business partners;
• Customers;
• Managers, Employees, Trainees and Apprentices;
• Community and society;
• Competitors;
• Suppliers;
• Government bodies and regulators;
• Media and Thought Leaders;
• Electronic Payment Users.

II. Purpose

This is the Code of Ethical Conduct of Cielo, Servinet and Alliance, and is a reference for other companies that are under the Company’s controlling interest. The following pages present the essential elements which shall be considered in relations established by Cielo with its 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 may 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, as well as reinforcing the need to comply with current legislation. Cielo relies on the collaboration of all for the daily practice of this Code of Ethical Conduct, since a document of this nature is only legitimate over time and with 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.

IV. General Conduct Guidelines

1. 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, professional characteristics, as well as the knowledge necessary to perform the duties.

2. Respect for people

Cielo values human rights. The Company observes the principles of the Universal Declaration of Human Rights and values the 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 form of discrimination.

Cielo repudiates any form of intimidation or sexual, moral, religious, economic, political or organizational harassment, nor does tolerate physical and verbal aggression, disrespect, embarrassment and humiliations.

The Company wants to build a work environment that encourages personal achievements and offers prospects for professional development.

Additional information is available in the Sustainability Policy, the Corporate Management Policy and the Human Resources Management Policy.

3. 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 internal influence for personal interests or to benefit third parties.

Interest should be understood not only as obtaining any advantage for themselves, whether material or not, but also for family members, friends or counterparties with whom these professionals maintain 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 customers, 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.

All identified situations that may involve conflicts of interest shall be promptly informed to the immediate superior and formalized by the employee through the Ethics Channel (canaldeetica.com.br/cielo or 0800.775.0808) to be duly evaluated. Until the conclusion of the evaluation, those involved in the potential conflict should be absent from the situation, including members of the Board of Directors, Audit Committee and Ethics Forum, and should wait for guidance from the manager and the relevant areas.

Employees who have any questions about what is considered a conflict of interest should clarify it with the Compliance team via email (compliance@cielo.com.br).

Few situations in which these conflicts may arise are the following:

  • Parental and collateral relationships

For the purpose of conflict of interest, the following relationships should be considered:
• Parental and collateral relationships: spouse, partners under common-law marriage, parents, grandparents, siblings, children, grandchildren, brothers-in-law, cousins, nephews, uncles, sons-in-law, in-laws, stepmother/stepson and stepchildren;
• Close relationships: corporate relationship, affective or social relationship, either by love or friendship, in which there may be interest in benefiting the other.

If any of the aforementioned relationships occur in the following situations, they must be informed through the Ethics Channel (canaldeetica.com.br/cielo or 0800.775.0808):

• Relationship with other Cielo professionals in which there is hierarchical subordination or when it compromises the independence of those involved (in areas such as internal audit, internal controls, HR, etc.);
• Relationship with professionals of subsidiaries, shareholders and investors of the Company, business partners (such as banks and brands), suppliers or competitors, in strategic positions such as managers, or employees who have access to sensitive information;

• Relationship with customers of Cielo or its subsidiaries.

  • Parallel activities

Professional parallel activities of interest of managers, employees, trainees and apprentices shall not be performed as an employment relationship, except for lectures, unless they are contrary to Cielo’s interests. In addition, they must be performed outside the contracted working hours, as well as outside the Company premises.

Volunteering, corporate actions, lectures with corporate motivations and teaching is permitted, provided that it does not expose the Company’s strategy or performance. If the content is related to Cielo, it must be approved by the immediate superior and the holder of the information.

  • Opening of businesses or companies

The opening of a business or company should be informed by the employee through the Ethics Channel (canaldeetica.com.br/cielo or 0800.775.0808).

  • Information obtained at Cielo

It is forbidden the use and/or disclosure of information obtained at Cielo, including stock purchase or sale.

Additional information is available in the Disclosure of Material Act or Facts and Trading of Securities Policy.

  • Board of directors, fiscal councils, committees or similar bodies

The participation in councils and committees of entities not controlled by Cielo, as well as in charitable and non-governmental organizations, shall be informed by the employee through the Ethics Channel (canaldeetica.com.br/cielo) and will be analyzed and resolved by the Ethics Forum.

4. Acceptance and offer of courtesy

Cielo is against the direct and indirect acceptance and offering of courtesies which may influence decisions, facilitate business or benefit third parties. The acceptance and offering of courtesies depend on usual market practices, however, everything which may influence impartiality in any negotiation should be avoided.

Courtesies can be classified into three groups:

  • Promotional gifts

Promotional gifts are objects or materials with no commercial value and low unit value, personalized with the company brand (such as pens, notebooks, calendars, etc.). Acceptance and offering of promotional gifts is allowed, provided that it does not generate a conflict of interest and does not fit into the situations prohibited by this Code.

  • Gifts

Gifts are objects or materials with commercial value, received or offered as a courtesy, that is not classifed as promotional gifts. In general, they should be avoided or limited to the maximum value of USD 100.

If the value is higher than the established limit and it is not possible to refuse it, the employee should send the gift to the Sustainability and Corporate Responsibility Executive Board, which will determine its destination and formalize the acceptance through email (sustentabilidade@cielo.com.br).

  • Events

Events are activities linked to marketing and relationship actions such as: promotion of brands, products and services (honors, among others); conferences or business forums to disseminate technology and techniques, share knowledge and networking; and invitations to sporting, cultural or artistic events sponsored by the company that holds them.

Acceptance of events must be previously authorized, through email, by a superior, and subsequently informed to the Risk and Compliance Executive Board (compliance@cielo.com.br).

The offer of events is allowed as long as it does not generate a conflict of interest, does not fit into the situations prohibited in this Code and is part of marketing actions, approved by the Marketing Executive Board.

Expenses related to travel, accommodation, food and transportation should preferably be paid by the company that accepts this type of courtesy. Exceptions should be approved by the immediate superior (considering a minimum managerial position) and analyzed by the Risk and Compliance Executive Board, to ensure that there is no evidence of conflicts of interest and deviations from the guidelines of the Code of Ethical Conduct.

Distribution of promotional gifts and giveaways at events is allowed, provided that it does not intend to benefit a specific group and does not generate a conflict of interest.

Expenses aimed at strengthening relationships with customers, such as meals as a work meeting, are allowed, provided that they contemplate reasonable values and are not prohibited by known business practices of the organization that accepted the invitation.

It is forbidden to accept or offer courtesies that:

• Involve Bodies or Officials of Public Administration;
• Involve the employees of the Procurement Executive Board (except promotional gifts);
• Involve cash, bank check, securities or equivalent, such as vouchers and gift certificates;
• Involve suppliers, customers or partners participating in a contractual negotiation process;
• Are received repeatedly from the same person or company; and
• Have a value higher than the market average of similar goods/services.

5. Anticorruption

Cielo repudiates all forms of corruption, such as bribery, misuse and grants 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 the intention of influencing 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, managers, employees, trainees and apprentices of Cielo shall not accept undue advantages.

Additional information is available in the Anticorruption Policy.

6. Contributions and affiliations to political parties

Cielo does not make contributions to political activities, candidates, politicians and political parties nor allows the use of the company’s funds to achieve political objectives nor the use of the position it holds as lever for these interests. If employees run for political offices, after proof of application, they shall leave the Company, not being eligible to remuneration during the period between the registration of their application with the Electoral Justice and the day following the election day.

7. Fraud prevention

Cielo acts to prevent fraud in all its relations, in line with current legislation and the Company’s values. The Company does not tolerate the practice of illegal acts in the performance of its activities or in any other way directly or indirectly related to it. In the event of any deviations, 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 aimed at the parties’ civil or criminal liability.

8. Money laundering prevention

Cielo does not participate in money laundering practices and all employees must pay special attention to suspicious situations.  Money laundering is the process of 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 context, attention to suspicious behavior must be intensified by employees in their relationship with customers, suppliers and business partners, so that potential cases are investigated, and where applicable, reported to the appropriate authorities.

Additional information is available in the Anti-Money Laundering and Combating The Financing of Terrorism Policy.

9. Antitrust practices

Cielo is committed to promoting free competition, market evolution and compliance with 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.

Cielo’s managers and employees shall pay special attention to trade associations including competitors in relation to the exchange of sensitive information, such as price, market strategy, customers, among others.

Additional information is available in the Antitrust Policy.

10. 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, among others. Cielo understands as “official” the information published at the Company’s website, the Investor Relations website, public reports, official profiles on social networks and institutional materials.

All the stakeholders with whom Cielo maintains relationships are responsible for ensuring the security of information, assuring that these are stored, processed and sent only through secure environments. It is forbidden to share or send any confidential, strategic, business information using private means such as email, USB flash drive, cloud storage, among others. This also applies to sharing of information via social media, and verbally, in public places such as buses, restaurants, bars, airports, airplanes, stadiums, taxis, among others.

Additional information is available in the Information Security Policy, the Communication Policy and the Disclosure of Material Act or Facts and Trading of Securities Policy.

11. Social networks

Cielo has its official channels on social networks, and only those channels can represent the Company. Employees who choose to register on social networks 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 that might compromise the image of managers or other employees of the Company.

Social network profiles associated with the Cielo brand shall only be registered and used by the Marketing area, which is responsible for authorizing and publishing official information on this type of media.

12. Respect for the fundamental rights of children and adolescents

Cielo is committed to the rights of children and adolescents, and 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 situations that potentially involve irregular work by adolescents under the age of 16 (except as apprentices, from the age of 14).

Additional information is available in the Sustainability Policy.

13. Slave labor

Cielo is against forced labor and situations that could potentially involve coercion, retaliation under any circumstances, degrading disciplinary measures or punishment for the exercise of any fundamental right. The Company does not participate in these practices in the utilization of its products and services and in its value chain. Cielo is also publicly committed to supporting the International Labor Organization (ILO), which seeks to eradicate child labor and discriminatory practices, as well as UN’s Universal Declaration of Human Rights.

14. Occupational health and safety

Cielo ensures that occupational health and safety standards are followed in the performance of its activities and its labor relations. The Company maintains a safe environment, social security and welfare conditions that improve life quality and facilitate a good professional performance.

15. Environment

Cielo is committed to sustainable development. When performing its activities, it seeks to ensure the success of the business in the long term, contributing to build a fair society, economic development and environmental conservation.

Environmental aspects are observed during the development cycle of activities, products and services, considering the use of renewable energy; the management and reduction of greenhouse gas emissions (GHG); the rational use of natural resources; the use of materials of certified origin; management and proper disposal of waste; recycling of materials; among others.

Additional information is available in the Sustainability Policy.

16. 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 wasting the Company’s resources. Employees shall preserve resources, facilities, equipment, machinery, furniture, vehicles, among other work materials.

The Company’s assets and resources shall not be used to obtain illegal or improper advantages, personal or for third parties, directly or indirectly.

Internet and telephone access, as well as the use of emails, software, hardware, equipment and other Cielo’s assets shall be restricted to professional activity and, if need be, used for private purposes with common sense and with the authorization of an immediate manager.

The Company has the right to access to records of Internet usage, emails and information stored ot its computers, mobile and fixed telephone lines.

V. Conduct guidelines by Stakeholders

Shareholders and investors
Shareholders and investors play a fundamental role for the success of the business. Cielo has a team committed to achieving results that ensure the best profitability indexes, always striving for 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, brands and other business partners
Cielo believes this relationship should be increasingly valued and based on transparency and commitment to results.

It is Cielo’s duty to add value and propose improvements to the products and services offered. 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, maintaining a relationship of trust and harmony with its customers, strictly complying with contracted agreements and constantly seeking excellence in service.

 

Managers, Employees, Trainees and Apprentices
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 the business plan, as well as contributing to the results.

The Company continuously invests in a healthy environment of personal and professional achievements that promotes the professionals’ physical and emotional well-being.

The guidelines of the Code of Ethical Conduct should be considered as an addition to the professional contracts signed. All employees shall protect Cielo’s assets and image, in accordance to current legislation.

The attitudes of all managers, employees, trainees and apprentices shall reflect the commitment to the Company’s values and sustainability.

 

Community and society
“Sustainability and Corporate Responsibility” is one of Cielo’s values, reinforcing the Company’s commitment to contribute to the sustainable development of society.

The Company should identify opportunities for improvement in process, products and services in order to minimize the social and environmental impacts caused by the business.

Cielo aims to contribute to public policies defined by all levels of government and to the advance of Brazilian society.

 

Competitors
Cielo respects its competitors and believes that fair competition helps improve the market. Strategic business matters should not be discussed or passed on, under no circumstances, to 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 the spread of rumors about competitors.

Suppliers
Cielo’s suppliers have a direct influence on the quality of its products and services. Therefore, the Company values ​​this partnership, taking into account what is good for the Company, for suppliers and other stakeholders.

The relationship with suppliers must be characterized by compliance with the provisions of the Suppliers’ Code of Ethical Conduct. Cielo practices free competition, transparency and impartiality in the supplier procurement process, as well as the strict compliance with the contracts agreed. The Company constantly seeks to promote good practices and sustainability.

Cielo pays special attention to supplier practices regarding issues such as the environment, conscious consumption, child and slave labor, sexual exploitation of children and adolescents, social inclusion, compliance with laws, among others.

Additional information is available in the Suppliers’ Code of Ethical Conduct.

Government bodies and regulators
Cielo complies with current legislation, acts in a transparent manner and seeks to contribute to Brazil’s social and economic development, playing an important role in the Brazilian payment system, for instance, in the fight against tax evasion and money laundering.

 

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

 

Electronic Payment Users
Cielo works so that electronic payment users recognize it as the best electronic payment service company. It is the Company’s responsibility to provide a secure transaction environment, maintaining the high availability of the capture network and the confidentiality of the information.

VI. Management of Cielo’s Code of Ethical Conduct

Ethics Forum
The Ethics Forum, composed of Cielo’s CEO, Executive Vice Presidents, as well as the Risk and Compliance Officer, coordinated by the Internal Audit Officer, is the last instance of management of the Company’s Code of Ethical Conduct. Its objectives are:

  • To ensure the continuous improvement of the content of Cielo’s Code of Ethical Conduct.
  • To ensure that the Code’s precepts are reference of Cielo’s management process and that they are observed in the daily work routine, through its dissemination and training of employees.
  • To resolve, as last instance body, on situations identified as deviations from the principles contained herein. 

Deviations from the Code’s Precepts
Cielo’s managers, employees, trainees and apprentices are responsible for applying the Code’s precepts in all their professional relations and must act as guardians, informing any and all situation which may indicate 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 after the completion of the required training.

Should any doubt arise as to whether a particular situation is a deviation from the precepts set forth herein, professionals shall, before formalizing the potential deviation, seek guidance from their immediate manager, from HR business partners or representatives of the Compliance, Audit, Ombudsman and Sustainability areas.

If a situation of conflict with the Code of Ethical Conduct is witnessed, even if the employee is not involved, it may also be formalized through 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 informer’s identity will be kept confidential, if required. The channel values the confidentiality of information and authorship of the reports and ensures absolute secrecy.

Management of reports
The information registered through the Ethics Channel is used by groups especially designated to investigate the facts. These groups will be created according to the nature and origin of potential deviation from the ethical conduct. The Ethics Forum ultimately resolves on the infringements and disciplinary sanctions.

The reports are managed according to the following assumptions:

  • The confidentiality of the investigation will be strictly maintained.
  • Anonymity will be ensured to anyone who requests it.
  • The investigation will be conducted with impartiality and independence.
  • Claims or accusations without sufficient grounds will be disregarded.
  • Claims or accusations filed in bad faith aimed at harming someone will be subject to disciplinary sanctions.
  • Disciplinary sanctions are foreseen against any attempt of retaliation.

Compliance management and maintenance of the Code

When acting based on Cielo’s conduct guidelines, employees will be reinforcing the Company’s ethical principles and contributing to maintaining this Code always current and effective. Cielo expects its managers to act in the dissemination and training of the employees in their teams regarding the guidelines presented in this Code, in order to maintain an ethical and collaborative work environment.

The evaluation and monitoring of compliance with the Code will follow the guidelines in the Compliance Policy. Any deviations may result in disciplinary sanctions provided for in internal regulations.

The Risk and Compliance Executive Board is responsible for maintaining the Code of Ethical Conduct, which should be revised whenever necessary.

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