The Integrity Policy (“Policy”) is part of AMAGGI’s efforts (“AMAGGI” or “Company”) to reinforce its culture of ethics, integrity, transparency, and compliance with the laws that guide the conduct of its business.
This Policy is subject to periodic revisions for updates, as necessary, as a result of changes in regulation and/or applicable legislation or to reflect changes in the Code of Ethics and Conduct and internal policies of AMAGGI.
This Policy aims to establish rules and guidelines for prevention, detection and correction and must be followed by employees, third parties, business partners, interested parties and everyone who acts on behalf of and/or for the benefit of AMAGGI. The Policy must be read and considered in conjunction with the Code of Ethics and Conduct and other Company policies.
It also aims to guide and engage all interested parties in preventing corruption, fraud, money laundering and any other illicit acts or violations of the guidelines of internal policies and the legislation applicable to AMAGGI’s activities.
This document applies to AMAGGI in Brazil and abroad.
Updated definition of donation and sponsorship;
Privacy and Data Protection theme included;
Update the registration procedure of agendas with the Public Power;
Included definition of Prizes.
3 DEFINITIONS, TERMINOLOGY AND ACRONYMS
For the purposes of this document, on the subject at the Company, the following are conceptualized as:
• Donation: Any contribution (financial or otherwise) to third parties when there is no benefit in return (compensation). They can be, for example, cultural, social, environmental or sports projects without compensation. For a more detailed description, consult DE-0134 Donations and Sponsorships Policy.
• Sponsorship: Any contribution (financial or otherwise) to third parties in exchange for some type of benefit (counterpart) that adds value to AMAGGI’s positioning. Counterparts can be, for example, brand exposure, insertion of promotional material in the portfolio of event participants, and assignment of a space to receive customers, among others. For a more detailed description, consult DE-0134 Donations and Sponsorships Policy.
• Gifts: Institutional item distributed or received as a courtesy, advertisement or publicity without any commercial value or with a market value below BRL 300.00 and which can be received as long as it contains the company’s logo, e.g.: agendas, notebooks, calendars, pens, etc. Its distribution must be generalized and impersonal.
• Hospitality: Benefits offered or received to strengthen relationships with business partners, such as:
accommodation, travel expenses and/or tickets or invitations to seminars, congresses, workshops, lectures, presentations, lunch, dinners or events as long as they are connected to AMAGGI’s business.
• Conflicts of Interest: Situations in which your private interests or those of close relatives or someone close to you interfere, or seem to interfere, with your ability to judge or make impartial decisions on behalf of AMAGGI. They also arise when employees, or their close relatives, receive inappropriate personal benefits because of their position in the company.
• Integrity Due Diligence (DDI): Methodical research procedure in public databases of data, information, documents, and processes to know the organization or individual with which the company intends to relate or interact. It is the systematic analysis of documents and information of a company, which allows for measuring actual and potential risks.
• Anti-corruption Legislation: Defines any and all national or foreign legislation that mentions anti-corruption practices and best practices, including but not limited to Law 12,846/13 and its decrees, which provide for the administrative and civil liability of legal entities for the practice of acts against public administration, national and foreign; FCPA (Foreign Corrupt Practices Act) North American legislation that aims to combat acts of transnational corruption by certain persons or entities related to the United States; and UKBA (United Kingdom Bribery Act) British anti-corruption legislation.
• Business Partner: All contracted professionals or legal entities who are not permanent employees but act on behalf of AMAGGI or act (directly or indirectly) in any way and in any capacity, inside or outside any business unit, in the interest or benefit of the Company, as well as service providers.
4 COMPLIANCE AREA
AMAGGI, aware of the importance of an adequate structure to meet the best practices of integrity and ethics, created the Compliance area in 2017, responsible for ensuring the implementation, development, application and monitoring of AMAGGI’s Compliance Program, as well as solving any doubts arising from this Policy.
AMAGGI is a signatory of the UN Global Compact, particularly the Anti-Corruption Collective Action initiatives and was one of the 17 companies to prepare the Agroindustry Anti-Corruption Good Practices Guide in 2022 and constantly reinforces, with the support of Senior Management, the continuous dissemination and updating the Compliance Program.
Compliance has the necessary human and financial resources to carry out its duties.
These are the duties of the Compliance Area:
➔ Promote and ensure the adoption of the best ethical and integrity practices in accordance with current legislation that regulates the Compliance Program;
➔ Compliance Risk Management;
➔ Ensure the implementation of internal controls that mitigate the Company’s compliance risks;
➔ Develop and manage Compliance Program training;
➔ Elaborate and/or review of the Code of Ethics and Conduct, as well as the policies and procedures related to the Compliance Program that demonstrate in a clear and accessible way all the values and principles of the company;
➔ Develop communications and internal actions related to the Compliance Program themes.
All AMAGGI policies must follow the guidelines of PO-0167 Document and Records Management Manual; in case of doubts, contact email@example.com.
5 RELATIONSHIP WIH GOVERNMENT AGENCIES
The company’s relationships with government officials or public authorities are based on transparency and ethics
to ensure the construction of honest and contributive relationships. Representatives of public bodies receive professional and impartial treatment, making themselves available whenever requested with the relevant information, data and records required by law.
AMAGGI requires and expects that all interactions with the Public Administration and Public Agents occur in an ethical, transparent manner, in compliance with the applicable legislation and in compliance with the following guidelines:
(i) The relationship with Public Agents must be ethical, professional, cordial and transparent, with clear and direct communication, avoiding dubious interpretations;
(ii) In the case of communication by email or cell phone, it is recommended to use only the corporate e-mail or cell phone. Activities carried out by cell phone must later be formalized by e-mail;
(iii) Meetings with Public Agents must be preceded by an express and clear definition of their agenda;
(iv) In case of accompanying Public Agents in inspections and on-site visits, Employees and Third Parties must only provide exclusively technical and operational information by presenting the documents required by the authority;
(v) Procedures for obtaining and renewing government licenses, permits and authorizations must follow a clear and transparent procedure by the competent public body, with the payment of any fee, in any capacity, not provided for in applicable laws and regulations being expressly prohibited and all questions must be answered officially and with technical and legal arguments;
(vi) Always avoid interactions with Public Agents that may appear suspicious or suggest the practice of irregularities;
(vii) If the Employee understands that the meeting with the Public Agent does not follow the defined agenda or a discussion of matters that may generate an uncertain interpretation was initiated, he/she must ask to include in the minutes their departure from the meeting and withdraw, in addition to reporting the event to their manager and the Compliance area;
Regarding the guidelines indicated in the items above, given the recognition by the Company of the need for more recurring contacts with Public Agents for day-to-day activities, mandatory registration is waived.
Registration with a public agent will be mandatory for meetings involving decision-making, from the Manager level, through the RAPP form – Public Authorities Agenda Registration within 30 days of the meeting date.
For more details, consult IT-0118 – Instruction for Receiving Public Agents and Correspondence from Public Bodies and Offices.
6 CONFLICT OF INTERESTS
Conflict of interests are situations in which our private interests or those of close relatives or someone from our personal relationship interfere, or seem to interfere, in our ability to judge or make impartial decisions on AMAGGI’s behalf. They also arise when our employees, or their close relatives, receive inappropriate personal benefits because of their position in the company.
AMAGGI conducts its activities ethically, with integrity and transparency, in accordance with its best interest, avoiding any type of conflict of interest.
Below are some non-exhaustive conflict of interest situations that are prohibited:
• Using confidential information to make decisions that generate personal advantage;
• Maintain direct hierarchical subordination with a family member or someone in a romantic relationship;
• Accepting a position, task or external responsibility of a personal nature that may affect the company’s performance and productivity or that helps competitors’ activities;
• Hiring, directly or indirectly, close relatives or someone close to you personally or influencing someone else to hire them outside the established hiring principles based on competence and merit;
• Enter into commercial partnerships with companies owned by close relatives or family members of employees who have a decision-making or influence relationship over the contract without having carried out the internal hiring process;
• Use AMAGGI’s resources to meet private interests.
In the recruitment and selection process, the DCI – Declaration of Conflict-of-Interest form will be applied by the Human Resources team for eligible candidates, as per IT-0947 Declaration of Conflict of Interest.
➔ Each employee has the duty to analyze their own situation at AMAGGI and immediately report any potential conflict of interest using the DCI – Declaration of Conflict-of-Interest form. Completion must reflect reality, and whenever any work condition is changed, or any potential conflict occurs, the employee must fill it in again. This form must be forwarded to the immediate superior for analysis, who must mandatorily propose a mitigating measure for any conflict, that is, whenever there is a “yes” answer to any question on the form. If all questions are answered with “no”, the superior must attest to his/her knowledge and agreement with the answers.
➔ After validation by the manager, the forms that received a “yes” answer will be sent to the Compliance area, which, based on internal regulations, will provide an opinion.
➔ Carrying out external professional activities in parallel with work at AMAGGI, except those of an academic nature, are only allowed upon request through the conflict-of-interest declaration form, analysis by the Compliance area and approval by the Director of the area.
7 GIFTS AND HOSPITALITIES
It is everyone’s duty to comply with the basic principles regarding dealing with Prizes, Gifts and Hospitality. Are
• No prizes, gifts or hospitality may be given or received to obtain any undue advantage;
• Current legislation needs to be fully complied with;
• It cannot generate any negative perception that may affect the image of AMAGGI or its collaborators;
• The benefit must be properly accounted for and faithfully represent reality.
It is acceptable to offer, grant and receive institutional gifts, distributed as a courtesy, with no commercial value or with a market value below BRL 300.00 (three hundred reais) and that contain the company’s logo, such as diaries, notebooks, calendars, key chains, pens, mugs etc. Its distribution must be carried out in a generalized and impersonal way. AMAGGI’s institutional gifts offered or granted on the occasion of special events, disclosure, commemorative dates of a historical and cultural nature or publicity must be approved by the Corporate Communication area.
Hospitality can be offered and accepted as long as it is in connection with the business and without any expectation of reciprocity, obligation or exchange of favors, with a strictly professional nature, and with the necessary approvals. Business travel funding cannot, under any circumstances, be extended to family members and other persons. In addition, it is forbidden to accept invitations that are solely for entertainment.
A gift is anything, benefit or advantage that may or may not have a monetary value and that is given or received
as a result of a commercial or institutional relationship and for which the receiver does not have to pay its respective market value.
AMAGGI respects the right of its employees to privacy in their personal activities. However, it is possible that personal interests cause a conflict, actual or potential, with your duty of loyalty to the company. Therefore, Gifts and Hospitalities must not be accepted without prior registration via the Gifts and Hospitalities Form, with the express authorization of the applicant’s immediate superior and the Compliance area, via the company’s internal tool.
If there is any doubt about whether granting or receiving a benefit is allowed, the Compliance area should be consulted (firstname.lastname@example.org). Failure to consult means that the person involved is taking responsibility for the act and is confident of complying with the guidelines of this procedure and the AMAGGI Code of Ethics and Conduct.
8 DONATIONS AND SPONSORSHIP
AMAGGI can make donations, social investments and sponsorships aimed at cultural, social and environmental development. AMAGGI has a donation and sponsorship analysis process governed by DE-0134 Donation and Sponsorship Policy. All donation requests (except intercompany) will be evaluated by the Social Investment area, which may or may not approve according to merit assessment, and all sponsorship requests will be evaluated by the Corporate Communication area, which may or may not approve according to merit assessment.
If these areas approve donation or sponsorship requests, requests will be analyzed by the Compliance area, which is responsible for analyzing compliance.
It is everyone’s duty to comply with the basic principles in approaching Donations and Sponsorships. These are:
▪ No benefit can be granted to obtain an undue advantage;
▪ Current legislation needs to be fully complied with;
▪ The donation of resources to political parties, political campaigns and/or candidates for political office with company resources is prohibited, according to the legislation in force;
▪ It cannot generate any negative perception that may affect the image of the company or of administrators and employees;
▪ It must be properly accounted for and faithfully represent reality.
Donations or Sponsorships, directly or indirectly, to the Government should only be made if they are in line with social, environmental, educational and humanitarian purposes and purposes, in accordance with AMAGGI’s guidelines, including, but not limited to:
➔ Promotion of community well-being;
➔ Social, educational and environmental protection development; and/or
➔ Contribution to the development of communities, cities and regions, preferably in places where AMAGGI operates.
9 PRIVACY AND DATA PROTECTION
AMAGGI undertakes to take all appropriate technical and administrative measures to protect the Personal Data to which it has access from its employees, former employees, administrators, customers, suppliers and partners, as well as individuals directly related to them and that may come to have access, due to the performance of its activities, being forbidden to assign and/or allow access by third parties to such information, subject to applicable legal and contractual hypotheses.
10 REPORTING CHANNEL
AMAGGI maintains a confidential communication channel accessible and open to the internal and external public for reporting acts of non-compliance with the AMAGGI Code of Ethics and Conduct, its policies, rules and procedures, and any irregularities for suggestions and complaints. This channel is made available so that all interested parties can, in a safe and responsible manner, denounce the situation and contribute with information to maintain a safe, ethical, integrity, transparent and productive corporate environment. AMAGGI does not allow or tolerate retaliation against whistleblowers in good faith.
AMAGGI’s Confidential Channel allows communications to be made by email, telephone and the form on the company’s website. The established channels are widely publicized at AMAGGI units, on its website and on other materials intended for the internal public and third parties.
AMAGGI ensures that all complaints received are registered, investigated and investigated with independence, impartiality, methodology, protocols and legal support by a specific and dedicated team.
11. INTEGRITY DUE DILIGENCE (DDI)
AMAGGI ensures productive and, above all, ethical relationships. Thus, it carries out environmental and compliance diligence prior to the effective relationship or hiring of business partners according to the eligible categories. To this end, it has internal regulations DE-0146 Business Partner Assessment Policy to establish the guidelines and procedures to prepare the Integrity Due Diligence report (DDI).
Risk mitigation actions are adopted, and differentiated monitoring measures are implemented according to the risk profile of each business partner.
The relationships that are contractually formalized include specific clauses on the commitment to comply with applicable laws, including anti-corruption and data protection laws.
12. RISK AND CONTROL MONITORING
Risk and control monitoring involves the continuous assessment of internal processes and controls to verify whether they are adequate and effective in anticipating and mitigating risks. Through monitoring, we identify opportunities for improvement in processes and internal controls so that the necessary improvements and corrections are implemented.
All managers are responsible for monitoring events that may generate risks daily, taking the necessary measures to mitigate and strengthen internal controls. They are also responsible for adequately training their teams so that all members can monitor risks in their daily activities.
The purpose of monitoring and continuously evaluating risk indicators is to preemptively detect process deviations, potential fraud situations, financial losses and trends that could point to errors or irregularities so that corrective actions can be implemented.
Find out more about the topic and the risk management methodology in Amaggi’s Global Risk Policy.
13. RESPONSIBILITIES, EXCEPTIONS AND GENERAL PROVISIONS
All employees are individually responsible for ensuring compliance with this document in conjunction with the Code of Ethics and Conduct and the laws and regulations in force.
Immediate superiors must ensure that their subordinates receive the necessary guidance to meet the requirements of this document.
This document and its updating, whenever necessary, is the responsibility of the Compliance area, and any exception to the provisions must be forwarded to Compliance Management.
• Anti-Corruption Legislation Law 12.846/13 and its decree 11.129/22
• FCPA (Foreign Corrupt Practices Act)
• UKBA (United Kingdom Bribery Act) British anti-corruption legislation
• AMAGGI Code of Conduct
• DE-0055 – Employee Hiring Policy
• IT-0947 – Conflict of Interests Declaration
• DE-0146 – Business Partner Assessment Policy
• DE-0134 – Donations and Sponsorships Policy
• IT-0118 – Instruction for Receiving Public Agents and Correspondence from Public Bodies
• FA-0904 – Gift and Hospitality Registration Form
• PO-0167 – Document and Records Management Manual