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|Version:||Date of Review:||History:|
|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||Update of 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.|
|6||02/25/2021||Update of Items I. Purpose, II. Scope, III. Guidelines, IV Management of Consequences, V. Resposabilities and VII Concepts and Acronyms.|
|7||05/25/2022||Update of items: I. Purpose, II. Scope, III. Guidelines sub-items 5.1, 5.2, 6, 8.1, 8.2, 8.3, 9.2, 10.1, 11, 12, 12.2, 13.1, 13.2, 14.1, 14.2, IV. Consequence Management, V. Responsibilities and Concepts and Acronyms.|
This Anti-Corruption Policy (“Policy”) aims to establish Cielo S.A.’s main guidelines and position regarding the repudiation and combat of all forms of corrupt conduct, such as bribery, embezzlement and the granting of undue advantages, as well as the concealment or dissimulation of these acts and the hindering of investigation and inspection activities.
All members of the Board of Directors, Advisory Committees and Executive Board (“Officers”), members of the Fiscal Council and employees of Cielo S.A., Servinet Serviços Ltda., Aliança Pagamentos e Participações Ltda. and Stelo S.A., hereinafter referred to as “Company”.
All the Company’s Subsidiaries must define their directions based on the guidelines set forth in this Policy, considering the specific needs and the legal and regulatory aspects to which they are subject.
With respect to the Affiliated Companies, the Company’s representatives who act in managing its Affiliated Companies must make every effort to define their directions based on the guidelines set forth in this Policy, considering the specific needs and the legal and regulatory aspects to which they are subject.
1. Anti-Corruption Law and Acts Harmful to Public Administration
1.1. The Company does not adopt, encourage and/or allow the practice of any conduct that constitutes or results in harmful acts to the Public Administration, national or foreign, and other private companies, observing the provisions of Law No. 12.846/2013 (“Anti-Corruption Law”) , according to an exhaustive and non- explanatory list:
- promise, offer or give, directly or indirectly, undue advantage to a public official, or a third party related thereto;
- finance, fund, sponsor or otherwise subsidize the practice of unlawful acts provided for in this law;
- use an individual or legal entity as an intermediary to hide or conceal their real interests or the identity of the beneficiaries of the acts performed;
- hinder investigation or inspection activities of public agencies, entities or officials, or intervene in their operation, including within the scope of regulatory agencies and inspection bodies of the national financial system;
- regarding bids and contracts:
- disrupt or defraud, by means of adjustment, combination or any other device, the competitive nature of a public bidding procedure;
- prevent, disturb or defraud the performance of any act of a public bidding procedure;
- remove or seek to remove a bidder, through fraud or by offering an advantage of any kind;
- defraud public bidding or the resulting contract;
- fraudulently or irregularly create a legal entity to participate in public bidding process or enter into an administrative agreement;
- fraudulently obtain undue advantage or benefit from modifications or extensions of agreements entered into with the public administration, without authorization by law, in the summoning act of the public bidding process or in the respective contractual instruments; or
- manipulate or defraud the economic and financial balance of agreements entered into with the public administration.
2. Interactions with Public Officials
2.1. Interactions between officers, employees, as well as those who act as representatives of the Company, with public officials must take place in accordance with the guidelines established in an internal standard that governs the relationship with the Public Administration.
3. Bidding Process
3.1. The Company’s participation in bidding processes must take place in accordance with the guidelines established in the Bidding Standard.
4. Private Corruption
4.1. Although private corruption has no legal provision in the Brazilian legal system, the Company does not adopt, encourage and/or allow the practice of any conduct that constitutes the following acts: offering, promising, delivering or paying, directly or indirectly, an undue advantage to a partner, director, administrator, employee or representative of a legal entity governed by private law.
4.2. Likewise, the Company’s officers, employees, interns and young apprentices must not accept undue advantages.
5. Contributions, Donations and Sponsorships to Candidates for Public Office or to Political Parties.
5.1. The Company does not make contributions, directly or indirectly, whether through donation or the loaning of assets, use or assignment of physical or advertising space, sponsorship of events, assignment of labor and/or any other resource, distribution of pamphlets, sending electronic messages, displaying posters, or in any other way, to political campaigns, political parties, candidates for public office or any other type of organization engaged in political activity.
6. Donations of Assets and Sponsorship of Social, Cultural and Sports Projects
6.1. The donation of property, plant and equipment and intangible assets to social organizations, philanthropic entities, associations or non-profit institutions is allowed and is only made following the proper evaluations and approvals, according to guidelines established in internal standards.
6.2. The Company only sponsors social, cultural and sports projects after evaluations and approvals by the competent governance areas and bodies, according to guidelines established in internal standards.
7. Candidates for Public Office
7.1. Employees who run for political office must take leave from their activities at the Company, without pay, during the period between the registration of their candidacy before the Electoral Court and the day after the election.
8. Acceptance and Offering of Courtesies
8.1. The Company is against the direct and indirect acceptance and offer of favors such as promotional gifts, presents and invitations to events, which may affect decisions, facilitate business or benefit third parties
8.2. Among other restrictions, the acceptance or offer of favors involving the Public Administration or Public Agents is prohibited.
8.3. The acceptance and offer of favors must follow the rules established in the Code of Ethics, this Policy, the Purchasing Policy, the internal Standards on Acceptance and Offer of Favors, as well as be in line with the Cielo Compliance Program.
9. Corporate Restructuring
9.1. During any merger and acquisition process in which the Company participates, due diligence must be conducted on the target company in order to ensure, among other aspects, compliance with the requirements of the Anti-Corruption Law. The purchase and sale agreement or other document that has the same purpose as this agreement must contain specific anti-corruption clauses and, in the case of mergers and acquisitions, it must be expressly stated that the transferee is responsible for the acts and facts that occurred prior to the date of the merger or acquisition, except in the case of duly proven simulation or evident intent of fraud.
9.2. Any violation identified in the merger and acquisition process must be reported to the Vice-Presidency of Risk, Compliance, Prevention and Security for risk analysis and assessment.
10. Corruption Risk Management
10.1. The Company has an internal methodology that provides subsidies to (a) identify, (b) measure and assess, (c) monitor, (d) mitigate and (e) report exposure to the risk of corruption for communication, appraisal and deliberation by the Company’s competent corporate governance bodies, according to the respective area of operation, as well as the regulatory bodies.
11. Mechanisms and Processes for Preventing and Combating Corruption
11.1. The Company actively acts in the prevention and fight against corruption, leading initiatives in that direction.
11.1.1 All managers, employees, trainees and minor apprentices shall sign the instrument of adhesion to the Anticorruption Policy, and suppliers shall accept the guidelines adhesion statement laid down by Cielo.
11.1.1. It has established normative instruments related to the topic of integrity and fight against corruption, which establish guidelines, procedures, roles and responsibilities on the processes that support the Cielo Compliance Program.
11.1.2. Through automated systems, it monitors all client transactions, identifying cases with signs of financial crimes and illegal acts, such as corruption, money laundering and terrorist financing;
11.1.3. All of the Company’s agreements with its suppliers, service providers and partners must include anti-corruption clauses;
11.1.4. It adopts procedures for the development of new products and services, as well as the use of new technologies, in order to assess the risk and prevent their use in practices associated to corruption, money laundering and terrorist financing
11.1.5. It adopts due diligence procedures such as Know Your Customer, Know Your Supplier, Know Your Partner and Know Your Employee, in order to mitigate the risks of corruption, money laundering and terrorist financing, in accordance with the activity, jurisdiction and parties involved, including the collection, verification, validation and updating of registration information;
11.1.6. It adopts restrictive measures regarding the conduct of business and the maintenance of relationships with customers, suppliers, partners and employees, when circumstances indicate evidence of involvement in crimes of corruption, money laundering and terrorist financing, or any other illegal acts, observing the limits of the current legislation;
11.1.7. It adopts procedures for the identification and approval of the maintenance of the business relationship with customers, partners and service providers that may be considered Politically Exposed Persons (“PEP”) or related to them;
11.1.8. It pays special attention to the monitoring of operations or proposals for operations involving PEP, as well as family members, close employees and/or legal entities in which they participate;
11.1.1. It pays special attention to the monitoring of operations or proposals for operations involving PEP, as well as family members, close employees and/or legal entities in which they participate;
11.1.10. It determines that the action plans for remediation and/or liability for deviations that have taken place are monitored and reported, allowing to work on the exposed weaknesses, promoting the continuous improvement of the Company’s processes
12. Encouraging the reporting of acts harmful to the Public Administration and acts of private corruption, committed by the Company’s officers, employees, and other stakeholders of this Policy
12.1. The Company encourages and supports, without limitation, the reporting of any act or omission that may constitute a violation of the Code of Ethics or current legislation, including the Anticorruption Law, committing to investigate, punish and/or notify the competent authorities, as rigorously as possible, of any misconduct that may be reported to the Company.
12.2. If irregularities committed or damage caused to the Company are detected, it will act promptly to stop the irregularities, applying an adequate and timely solution. Furthermore, detected irregularities in the value chain will be corrected and necessary measures will be applied in order to correct and ensure that they do not reoccur.
12.3. Whenever possible and with the best diligence, the Company will seek to individualize and specify conduct that may be classified as a punishable crime in accordance with current legislation, notifying and collaborating with the competent authorities for full investigation and accountability of the individuals who commit them.
12.4. The complaint must be made, preferably, through the Ethics Channel, without excluding any means or channel available to the complainant in the event of an impossibility of accessing said channel.
12.5. All reports received and processed by the Ethics Channel, even when not anonymous, will be treated confidentially. The receipt of these reports is managed by an independent company to ensure confidentiality and record verification is managed by the Company’s Internal Audit, without prejudice to the notification of and collaboration with other competent authorities as required
12.6. In the event that Managers and/or employees are involved in investigations of acts of corruption, any applicable measures, such as removal, will be evaluated and decided upon by the Company’s governance bodies, as applicable.
13.1. This Policy and its respective updates will be made known to all stakeholders, without exception, at least annually. This Policy is available on the intranet and on the Company’s investor relations website.
13.2. All suppliers must accept the document entitled “Cielo’s Terms and Policies”, which includes acceptance of the rules established in the Code of Ethics and the Anti- Corruption Policy, among other documents.
14.1. As part of the Cielo Compliance Program, all employees, trainees and young apprentices must undergo mandatory annual anti-corruption training.
14.2. The training is available at Cielo University in the e-learning format, except for the members of the Executive Board, whose training will be held in meetings of the board itself.
IV. Consequence Management
Employees, suppliers or other stakeholders who observe any deviations from the guidelines of this Policy may report the fact to the Ethics Channel through the channels below, with the option of anonymity.
- Phone, toll-free: 0800 775 0808
Internally, non-compliance with the guidelines of this Policy gives rise to the application of accountability measures to the agents that fail to comply with it, according to the respective severity of the non-compliance and as per internal regulations, and is applicable to all persons described in the item “Scope” of this Policy, including the leadership and members of the Executive Board.
- Officers and Employees
-Observe and ensure compliance with this Policy as well as the provisions of the Code of Ethics and, when necessary, call the Vice Presidency of Risk, Compliance, Prevention and Security for consultation on situations involving conflict with this Policy, or upon the occurrence of situations described herein.
- Third Parties, Suppliers, Service Providers and Partners:
-Observe and ensure compliance with this Policy as well as the provisions of the applicable Code of Ethics and, when necessary, use the available channels at the Company for consultation on situations involving conflict with this Policy, or upon the occurrence of situations described herein.
- Risks, Compliance, Prevention and Security Vice-Presidency:
-Monitor compliance with the guidelines established herein, review it annually, keep it updated to ensure that its content reflects any changes in the Company’s direction and supports any doubts regarding the content and its application.
- Superintendency of Efficiency and Purchasing:
-Perform the Know Your Supplier process at the time of prospecting, selection, hiring and monitoring with quality and suitability criteria, according to internal standards and procedures.
-Notify the Vice-Presidency of Risk, Compliance, Prevention and Security of any evidence of corruption by suppliers and service providers, when identified.
-Keep the registration updated, approve the suppliers and service providers, as established in the internal processes, and request formal acceptance acknowledgement from relevant suppliers for the guidelines established in the Code of Ethics and in the Anti-Corruption Policy
- Legal and Government Relations Advisory Office:
-Advise the Company on the applicability, interpretation and updating of laws or regulations related to the topics of this Policy.
-Prepare contracts with suppliers, service providers and partners addressing anti- corruption clauses.
- Superintendence of Strategy and Performance:
-Ensure the completion of the due diligence process, within the context of merger and acquisition transactions, when the Company is the acquirer, which includes checks associated with compliance with the requirements of the Anti-Corruption Law.
- Audit Superintendence:
-Independently assess the rules and procedures established in this Policy, mitigating the risks as to management, controls and internal processes and investigate cases of complaints and report to the Ethics Forum, Audit Committee and the Board of Directors.
VI. Supplementary Documentation
- Code of Ethical Conduct;
- Decree No. 8.420 of 2015 (regulates Law No. 12.846/13);
- Decree-law No. 2.848/40 (“Criminal Code”);
- Decree-law No. 7592/11;
- Normative Instructions CGU Nos. 01 and 02 of 2015
- Law No. 8.429/92 (“Administrative Misconduct Law”)
- Law No. 8.666/93 (“General Law of Bids”)
- Law No. 12.846/13 (“Anticorruption Law”);
- In-house rules continuously improved, approved by appropriate authorities and available to all employees;
- Compliance Policy;
- Procurement Policy;
- Sustainability Policy;
- CGU Ordinances No. 909 of 2015;
- CGU Ordinances No. 910 of 2015;
- Principle 10 of the Global Compact.
VII. Concepts and Acronyms
- Public administration: the set of agencies, services, and entities of the direct and indirect public administration (foundations, autarchies, public companies, and mixed- economy companies), and their respective officials. This concept, for the purposes of this Policy, encompasses the entire State structure, at all its levels (Federal, State and Municipal) and powers (Executive, Legislative and Judiciary) to provide public services, manage public assets and community interests, as well as their respective
- Public Official: Every individual who represents the public power, being a public employee or not, paid or unpaid, exercising temporary or permanent It includes everyone who exercises, even if temporarily or without remuneration, by election, nomination, designation, contracting or any other form of investiture or relationship, a mandate, position, job, or public function. Those who work for a private company hired or contracted for the execution of activities that are typical of the Public Administration are considered Public Officials.
- Harmful Acts: They are any acts or omissions that cause direct or indirect damage to the public interest and/or assets to the detriment of the interest of third parties and that go against the principles of Public Administration (e.g. impersonality, morality, efficiency, legality and publicity) and the international commitments assumed by Brazil.
- Ethics Channel: Channel made available by the Company to its employees, suppliers, service providers, partners, or other stakeholders to report or provide information, anonymously or identified, about any deviations from Cielo’s Code of Ethics or legislation in force, including the Anti-Corruption Law.
- Code of Ethics: Document that establishes the principles that should guide the relationships and activities related to the different stakeholders involved in the Company’s business, addressing the principles of integrity, transparency, compliance with the desired legislation and conduct. It also establishes the relationship with stakeholders, including public authorities, and provides for disciplinary sanctions in situations of violation of conduct.
- Board of Directors: Collegiate decision-making body that aims to satisfy the duties of guiding and supervising the management of the Executive Board and deciding on major business issues, including making strategic, investment, and financing decisions, among other matters provided for in article 142 of the Brazilian Corporation Law and/or the Company’s Bylaws.
- Corruption: The act or effect of corrupting oneself, offering something to a Public or Private Official for the purpose of obtaining an undue advantage for oneself or for The action of corrupting can also be understood as the result of bribing, giving money or undue advantages to someone in exchange for special self-interest benefits. Corruption is an illegal means of achieving something.
- Bidding: Formal administrative procedure whereby the Public Administration, directly or indirectly, selects the most advantageous proposal for the contracting of services or acquisition of products.
- Governance Bodies: Bodies that make up the Company’s Corporate Governance System, such as: Board of Directors, Advisory Committees, Executive Board, Advisory Forums, among others.
- Kickback: Synonymous with bribery. Additional bonus paid to someone for normal service provided; amount offered or paid to someone to induce them to commit unlawful acts; amount offered to someone in exchange for favors.
- Risk of Corruption: Possibility that officers, employees or third parties representing the Company: promise, offer or give, directly or indirectly, an undue advantage to a (i) public official; (ii) partner, manager, officer, employee or representative of a private legal entity; or (iii) a third party related to them, for the purpose of obtaining an undue advantage for themselves, for others or for the Company; that finance, fund, sponsor or in any way subsidize the practice of the unlawful acts set forth in Law 12.846/2013; and that use an individual or legal entity to hide or disguise their real interests or the identity of the beneficiaries of the acts committed.
- Affiliates: companies in which the Company has significant influence, whereby, pursuant to article 243, paragraph 4 and paragraph 5 of the Corporation Law, (i) there is significant influence when the Company holds or exercises the power to participate in the financial or operating policy decisions of a company, without, however, controlling it; and (ii) significant influence will be presumed when the Company holds 20% (twenty percent) or more of the voting capital of the corresponding company, without, however, controlling it.
- Subsidiaries: companies in which the Company, directly or indirectly, holds partner or shareholder rights that assure it, on a permanent basis, preponderance in the corporate decisions and the power to elect the majority of the managers, under the terms of article 243, paragraph 2 of the Brazilian Corporation Law.
- Stakeholders: all relevant target audiences with interests pertinent to the Company, as well as individuals or entities that assume some type of risk, direct or indirect, with respect to the company. Among others, the following are highlighted: shareholders, investors, employees, society, clients, suppliers, creditors, governments, regulatory bodies, competitors, press, associations and class entities, users of electronic means of payment, and non-governmental organizations.
- Bribery: Unlawful act consisting in the action of inducing someone to perform a particular act in exchange for money, material goods or other particular benefits. Bribe is considered to be any offer, payment or promise of undue advantage to (i) public agent; or (ii) partner, manager, administrator, employee or representative of a private legal entity; in exchange for favors done by them that benefits the corrupt individual in a particular way.
- Undue Advantage: Any kind of advantage promised, offered or provided to a (i) public agent; (ii) partner, manager, administrator, employee or representative of a private legal entity; or (iii) third parties related to them, in exchange for or expectation of benefit or favor, exclusive or not, to itself, to the Company or to any related third party. The undue advantage is characterized by cash payments or offering of material goods or commercial amenities such as: meals, gifts, trips, entertainment, lodging, job offers or other business favors, which characterize infringement when associated with an improper interest (for example, when the agent in question has power to interfere in a procedure of interest to the company, such as obtaining a license or deciding on an administrative appeal).
VIII. General Provisions
The Company’s Board of Directors is responsible for altering this Policy whenever necessary.
This Policy takes effect on the date of its approval by the Board of Directors and revokes any documents to the contrary.
Barueri, February 20, 2019.