Anticorruption Policy

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Review History

Version: Date of Review: History: 
1 12/17/2013 Document preparation
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.


I. Purpose

Establish the main guidelines and positioning of Cielo regarding the repudiation and fight against all forms of corrupt conduct, such as bribery, deviations and concessions of undue advantages, as well as the concealment or concealment of these acts and the impediment to investigative and inspection activities. Set forth the main guidelines and ratify Cielo’s position to repudiate any form of corruption, such as bribery, deviations and concessions of undue advantages, as well as the concealment of these acts and the impediment to investigative and inspection activities.

II. Scope

All Management (statutory officers, members of the Board of Directors, members of the Fiscal Council, members of the advisory committees of the Board of Directors) and employees of Cielo S.A., Servinet and Aliança, as well as all their suppliers and respective Management, employees and related representatives.
All of the Corporation’s Subsidiaries must define their guidelines based on those provided in this Policy, considering the specific needs and the legal and regulatory aspects to which they are subject.
In relation to the Affiliated Companies, the representatives of the Company that work in the management of the Affiliated Companies must make efforts so that they define their directions based on the guidelines provided for in this Policy, considering the specific needs and the legal and regulatory aspects to which they are subject.

III. Guidelines

1. Guidelines in relation to the Anti-Corruption Law and practices regarding contributions to public entities

1.1. Harmful Acts

1.1.1. Cielo neither adopts, nor incentives and does not allow the practice of any conduct to represent or result in harmful acts to the national or foreign Public Administration and other private companies, as provided for by Anticorruption Law No. 12.846/2013, such as, for instance:

  • Promise, offer or give directly or indirectly any improper advantage to government agency, or third party related thereto (i.e., relatives, friends, etc.);
  • Finance, fund, sponsor or in any way subsidize the practice of illegal acts provided for in this law;
  • Use third party individual or legal entity to conceal or dissimulate real interests or the identity of beneficiaries of acts practiced;
  • With regard to bids and contracts:
    • Frustrate, prevent or defraud, by means of agreement, combination or any other contrivance the competitive nature of a public bid or contract deriving therefrom;
    • Prevent, disturb or defraud the performance of any act of public bidding procedure;
    • Remove or seek to remove a bidder, by means of fraud or offering an advantage of any kind;
    • Defraud bidding or contract resulting from it;
    • Create, in a fraudulent or irregular manner, a legal entity to participate in a public bidding process or enter into an administrative contract;
    • Manipulate or defraud the economic and financial balance of contracts signed with public administration;
    • Obtain improper advantage or benefit, fraudulently, from modifications or renewals of contracts entered into with public administration, not authorized by laws, in invitation to bid or in respective contractual instruments;
    • Hamper investigation or inspection of public bodies, government entities or officials, or intervene in their performance, also within the scope of regulatory agencies and the Brazilian financial system inspection bodies.

2. Contact with Public Officials

2.1. Contact between management and employees, as well as suppliers acting as Cielo’s representatives with public officials, shall be made according to the guidelines laid down in internal normative instrument ruling relationship with the Public Administration.

 3. Bidding Process

3.1. Cielo’s participation in bidding processes must take place according to guidelines established in the Bidding Standard.

4. Private Corruption

4.1. Although private corruption does not have a legal provision in the Brazilian legal system, Cielo 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, to a partner, manager, administrator, employee or representative of a legal entity under private law, undue advantage.

4.2. Likewise, Cielo’s Administrators, employees, interns and young apprentices must not accept undue advantages.

5. Political contributions, donations and sponsorships.

5.1. Cielo does not contribute, directly or indirectly, whether by means of donation of loan of assets, utilization or assignment of physical or advertising space, events sponsorship, assignment of labor and/or any other resource, flyers, sending e-mails, placing posters, or any other form, to political campaigns, political parties, candidates to public offices or any other type of organization developing any political activity.

5.2. Cielo advises everyone performing statutory duties at the company, although not forbidden by laws donations by individuals, to abstain from making personal donations to electoral campaigns, inclusive those inserted in their circle of economic dependence.

5.3. Cielo only sponsors projects after appropriate assessments and approvals, according to the guidelines set forth in internal normative instrument.

                5.4. The donation of assets is allowed and is made by means of appropriate assessments and approvals,                           according to the guidelines set forth in internal normative instrument.

6. Candidacy for Political Positions

6.1. Employees who run for political office must leave their activities at the Company, without the right to remuneration, during the period between the registration of their candidacy before the Electoral Court and the day following the election.

7. Acceptance and Courtesy Offer

7.1. Cielo is against the acceptance and direct and indirect offer of amenities that may affect decisions, facilitate business or benefit third parties.

7.2. Among other prohibitions, the acceptance or offer of courtesies involving public administration bodies or employees is prohibited. Cielo maintains internal documentation, Code of Ethical Conduct and Suppliers Code of Ethical Conduct, providing guidelines on the subject.

8. Corporate Restructuring

8.1. A due diligence at the target company shall be carried out during any merger and acquisition process wherein Cielo participates, aiming at ensuring, amongst other aspects, the compliance with Anticorruption Law requirements. The purchase and sale agreement or another document with the same purpose of this agreement shall include specific clauses of anticorruption, and in case of merger and incorporation, agreement shall express that successor shall be held liable for the acts and facts occurred prior to the date of merger or incorporation, except in case of simulation or clear intention of fraud, duly evidenced.

8.2. Any violation identified in the merger and acquisition process shall be reported to the Risk Management and Compliance Executive Board.

9. Corruption Risk Management

9.1. Cielo has a methodology that provides subsidies to (a) identify, (b) assess, (c) mitigate, (d) monitor and (e) report exposure to the risk of corruption for communication, appreciation and deliberation by competent corporate governance bodies, according to the respective area of activity, as well as to regulatory bodies.

10. Incentive to denounce harmful acts, which can be proved or not to the Public Administration, practiced by employees, management of Cielo and other stakeholders of this Policy

10.1. Cielo encourages and supports the denunciation of any act or omission which may characterize violation to the Code of Ethical Conduct or prevailing laws, inclusive the Anticorruption Law, undertaking to verify, punish and/or inform appropriate authorities on any deviations to be notified to the Company, as strictly as possible, observing the informer’s confidentiality.

10.2. If irregularities or damage caused to the Company are detected, Cielo will promptly act on the interruption of the irregularities, applying an appropriate and timely solution. Irregularities detected in the value chain will be corrected and necessary measures will be applied in order to correct and ensure that they do not occur again.

10.3. Whenever possible and within the best diligence, Cielo will seek to individualize the conducts that may be framed as a punishable crime in accordance with current legislation, informing and collaborating with the competent authorities for the complete investigation and of individuals who practice.

10.4. Denunciation shall be preferably made by means of the Ethics Channel, without excluding any means or channel available to informer if he has difficulties to access referred channel.

10.5. All denunciations received and processed by the Ethics Channel, even if not anonymous, will be treated as confidential. The receipt of these denunciations is managed by an independent company and verification of records shall be firstly managed by Cielo’s Internal Audit Executive Board, without prejudice of notification and collaboration with other appropriate authorities, if necessary

10.6. In the event that managers and / or employees are involved in investigations of acts of corruption, any applicable measures, such as removal, will be assessed and resolved by the Company’s governance bodies, as applicable.

11. Disclosure

11.1. This Policy and related updates shall be disclosed to all stakeholders, without exception, at least, yearly. Referred Policy is available on the Intranet and Cielo’s Investor Relations website.

11.2. 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.

12. Training

12.1. All managers, employees, trainees and minor apprentices shall complete mandatory online training within the term defined by Cielo and sign the statement of adhesion to this Policy.

12.2. The training is available at Cielo University, on a trail of regulatory courses, with annual validity, aimed at recycling content and fixing knowledge, except in relation to the Administrators and members of the Fiscal Council, whose training will be held at meetings of the respective bodies participating.


IV. Outcome Management

Employees, suppliers or other stakeholders who notice any deviation to this Policy’s guidelines, may report the fact to the Ethics Channel ( or 0800 775 0808), anonymously or not.

Internally, the failure to comply with this Policy’s guidelines implies the application of measures for agents’ liability who fail to comply therewith, according to the respective seriousness of such non-compliance, being applicable to all the people described in the item “Scope” of this policy, including the leadership and members of the Executive Board.

V. Responsibilities

  • Members and Employees: Observe and ensure the compliance with this Policy, as well as the provisions of the Code of Ethical Conduct and, when necessary, prompt the Risk Management and Compliance Executive Board for consultation on situations conflicting with this Policy or by means of occurrence of situations described therein.
  • Third parties and Suppliers: Observe and comply with this Policy, as well the provisions of the Suppliers Code of Ethics and Conduct and, when necessary, prompt the channels available at Cielo for consultation on situations conflicting with this Policy or by means of occurrence of situations described therein.
  • Risk Management and Compliance Executive Board: Monitor the compliance with the guidelines set forth herein, keep it updated, reflect in its content any alterations in Cielo’s direction and support eventual doubts relating to the content and its application.
  • Procurement Executive Board: Conduct the Know Your Supplier process upon prospecting, selection, hiring and monitoring of suppliers, according to in-house rules. In addition, inform the Risk Management and Compliance Executive Board on any signs of corruption by suppliers, when identified. Keep the register updated, perform the homologation of the suppliers, as established in the internal processes, and request, the formal acceptance of the relevant suppliers to the guidelines established in the Suppliers Code of Ethics and Conduct and in the Anti-Corruption Policy.
  • Legal Execurive Board: Guide Cielo as to the applicability, construal and update of laws and regulations relating to the issues of this Policy.
  • Strategic Planning, New Businesses and Big Data Executive Board: Ensure the due diligence process, within the context of mergers and acquisitions, when Cielo is the buyer, which includes verifications associated with the compliance with the Anticorruption Law requirements.
  • Audit Executive Board: Independently assess the rules and the procedures set forth herein, mitigating the risks as to management, internal controls and processes and verify cases of denunciations and report to the Board of Executive Officers, the Audit Committee and the Board of Directors.

VI. Additional Documentation

  • Law No. 12.846/13 (“Anticorruption Law”)
  • Decree No. 8.420 of 2015
  • Law No. 8.429/92 (“Administrative Misconduct Law”)
  • Law No. 8.666/93 (“General Law of Bids”)
  • Decree-law No. 2.848/40 (“Criminal Code”)
  • Decree-law No. 7592/11
  • Principle 10 of the Global Compact (
  • CGU Ordinances No. 9910 of 2015
  • Normative Instructions CGU Nos. 01 and 02 of 2015
  • Code of Ethical Conduct
  • Suppliers Code of Ethical Conduct
  • Procurement Policy
  • Sustainability Policy
  • Compliance Policy
  • In-house rules continuously improved, approved by appropriate authorities and available to all employees.

VII. Concepts and Acronyms

Aiming at facilitating the understanding on the legal terms and practices that Cielo intends to fight against, below few relevant definitions:

  • Public Administration: This is a set of bodies, services and entities of direct and indirect public administration (foundations, independent government agencies, and mixed corporations), and respective officials. This concept, for the purposes of this Policy, encompasses entire Government in all its levels (federal, state and municipal) and powers (Executive, Legislative and Judiciary) for the rendering of public utilities, management of public assets and the community’s interests, as well as respective representatives.
  • Public Official: Any individual representing the public authorities, whether a civil servant or not, remunerated or not, performing temporary or permanent services. The person exercising, even if temporarily or without remuneration, by election, nomination, designation, contract, or any form of investiture or relationship, tenure, position, employment or public office. It is compatible with a public official working for a private company contracted or accredited to perform usual activity of Public Administration.
  • Harmful Acts: These are any acts or omissions causing direct or indirect damages to the public interest and/or assets to the detriment of third parties’ interest and contradicting the principles of the Public Administration (i.e., impersonality, morality, efficiency, legality and publicity) and international commitments assumed by Brazil.
  • Ethics Channel: The Ethics Channel is the channel made available by Cielo to stakeholders and any third parties anonymously offering denunciation or information on conduct understood as contrary or potentially offensive to the Company’s values or prevailing laws, including the Anticorruption Law.
  • Code of Ethical Conduct: This is a set of rules, according to version periodically updated by Cielo, by means of which the Company enforces before stakeholders the respect for its values and forbids the practice of acts characterizing disrespect to ethics, the Company’s values or prevailing laws, including the Anticorruption Law.
  • Corruption: The act or effect of being corrupted, offer something to a Public Official or Private Agent aiming at obtaining improper advantage for himself or third parties.
  • Bid: This is a formal administrative procedure to direct or indirect public administration entities contract services or acquire products. In Brazil, bids are generally regulated by Law No. 8.666/93 (General Law of Bids), with more specific rules applicable to certain situations. Examples: Law No. 10.520/02 (which governs bids in the trading session mode); Decree No. 5.450/05 (which governs the electronic trading session) and Law No. 13.303/16.
  • Corruuption Risk: Possibility for managers, employees or third parties who represent Cielo to: promise, offer or give, directly or indirectly, an undue advantage to a public agent, or a third person related to it, with the objective of obtaining an undue advantage for themselves, for others or for Cielo; that finance, sponsor or in any way subsidize the practice of illegal acts provided for in Law No. 12,846 / 2013; and, who use an intermediary, whether individual or legal entity, to hide or conceal their real interests or the identity of the beneficiaries of the acts performed.
  • Affiliated Companies: Are the companies in which the Company has significant influence, and, under the terms of article 243, §4 and §5 of the Brazilian Corporation Law, (i) there is significant influence when the Company holds or exercises the power to participate in decisions of a company’s financial or operating policies, without, however, controlling it; and (ii) significant influence will be assumed when the Company holds 20% (twenty percent) or more of the voting capital of the respective company, without, however, controlling it.
  • Subsidiaries: Are the companies in which the Company, directly or indirectly, holds the rights of a partner or shareholder that permanently assures it preponderance in the corporate resolutions and the power to elect the majority of the directors, under the terms of article 243, paragraph 2 of the Brazilian Corporation Law.
  • Stakeholders: They represent all relevant public with interest in the Company, or also, individuals or entities assuming any type of direct or indirect risk towards the company. Amongst others, we point out: shareholders, investors, employees, society, clients, suppliers, lenders, governments, regulators, competitors, press, professional associations and entities, users of electronic means of payment, and non-governmental organizations.

VIII. Miscellaneous

It shall be incumbent upon the Company’s Board of Directors to amend this Policy whenever necessary.
This Policy takes effect on the date of its approval by the Board of Directors and revokes any contrary documents.

Barueri, February 20, 2019.

Cielo S.A.