Anti-bribery and anti-corruption policy
AMAGGI is committed to being a reference in standards of integrity and ethics. This Anti-Bribery and Anti-Corruption Policy (“Policy”) establishes the guidelines and criteria for combating deviations, fraud, irregularities and harmful acts committed against public administration, national or foreign (e.g., corruption).
This Policy is part of AMAGGI’s efforts to reinforce its culture of ethics, transparency and compliance with laws, rules and good compliance practices that guide the conduct of its business. Guided by the highest standards of compliance, transparency and adherence to the best corporate governance practices, this document aims to create a set of mechanisms and procedures to ensure the effective application of the company’s Code of Ethics and Conduct and its corporate policies in strict compliance with anti-corruption and bribery rules applicable in the conduct of business by AMAGGI.
This document applies to all AMAGGI units in Brazil and abroad.
2 DEFINITIONS, TERMINOLOGY AND ACRONYMS
For the purposes of this document, on the subject at the Company, the following are conceptualized as:
Public Administration: any entity that is part of the Direct or Indirect Public Administration, including the Union, the States, the Municipalities, and the Federal District, as well as their bodies, ministries, secretariats, departments, sub-secretariats, autarchies, companies, institutions, agencies and bodies owned or controlled by the Government and other public entities such as international, national, state, local governments or departments.
Employee: includes administrators, members of the Board of Directors, directors, managers and other employees, interns, trainees and temporary workers linked to AMAGGI.
Compliance: The term Compliance originates from the English verb “to comply”, which means to execute, satisfy and carry out what was imposed in accordance with the legislation and regulations applicable to AMAGGI and its activities, in accordance with AMAGGI’s Code of Ethics and Conduct and the guidelines and company procedures.
Corruption: Promising, offering or giving, directly or indirectly, an undue advantage to the public administration, public agent, or third party related to him, national or foreign, demonstrably, finance, fund, sponsor or in any way subsidize the practice of illicit acts provided for by law; demonstrably, use an intermediary natural or legal person to hide or disguise their actual interests or the identity of the beneficiaries of the acts performed. (Art.5º Law 12846/13, Art.317 and Art.333º Brazilian Penal Code).
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.
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.
Public Agent: according to art. 2 of Law No. 8,429/1992. To avoid doubt, the following are included for the purposes of this Policy and/or are equivalent to the term set forth herein:
(i) former public official who has not completed the period of removal provided for in the sector in which they have worked when they were a public servant or employee;
(ii) all civil servants or employees of the Public Administration, whether or not they hold elected positions, in the spheres of executive, legislative and judicial powers;
(iii) directors, employees, agents or official or fiscal representatives of any governmental entity at the national, state, regional, municipal or local level, including any elected officials;
(iv) representatives of public companies, banks or public investment funds, government-controlled companies, municipalities, regulatory agencies, public foundations or those controlled by the Public Administration of any jurisdiction;
(v) any natural person acting, even temporarily, in an official manner for or on behalf of any public administration body;
(vi) candidates for political office at any level, political parties and their representatives, as well as elected politicians;
(vii) directors, employees or official representatives of any foreign or international public organization, such as the International Monetary Fund – IMF, the United Nations – UN, the World Health Organization -WHO, and the World Bank, among others;
(viii) representatives of regulatory agencies of any sphere;
(ix) trade unions and class associations;
(x) customs clearance workers and employees;
(xi) family members of Public Officials, as well as any individual, even if without family ties, with close proximity to Public Officials.
Anti-Bribery and Anti-Corruption Laws: Defines any and all national or foreign legislation that mentions anticorruption 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.
Bribery: consists of, but is not limited to, any act or omission that may violate applicable Anti-Bribery and Anti-Corruption Laws, including the act or omission of inducing anyone, whether a Public Official or a private party, to perform any act or omission with illegal, dishonest or unethical, for their own benefit or that of anyone else,
offering money, gifts, entertainment, benefits, undue advantages or any other objects of value.
It is everyone’s duty to conduct business with integrity, through ethical, transparent, honest and legitimate conduct.
AMAGGI’s employees, suppliers, customers, and business partners are prohibited from offering and/or granting any undue advantage to any Public or Private Agent, or engaging in influence peddling with the aim of:
• influence decisions that affect AMAGGI’s businesses;
• obtain personal gain that may have an impact on AMAGGI’s business interests;
• obtain confidential information about business opportunities, tenders or the activities of your competitors. AMAGGI is guided by ethics and transparency, prohibiting, and not tolerating any practice of corruption, bribery, fraud, payment or receipt of bribes, directly or indirectly, whether with the Public Administration, national or foreign, or with private companies.
Everyone covered by this Policy is responsible for applying the precepts set forth herein and other guidelines. AMAGGI prohibits and does not tolerate the offering or payment of facilitations to accelerate or favor business, obtain an advantage, licenses, authorizations or permissions by its employees, suppliers, customers, business partners or any other third party acting on its behalf, interest, or benefit.
It is prohibited and will be considered a serious infraction to offer gifts, entertainment, hospitality, or any type of advantage or benefit that may be understood as undue, or even the simple promise of direct or indirect advantages or benefits, with the intent of obtaining undue gains. , to reward someone for a business obtained or as a form of “exchange of favors”, for any public agent or person related to him.
All conducts that violate the Brazilian Anti-Corruption Law are also prohibited, as well as those conducts provided for in other applicable laws and regulations.
To this end, the following conducts are expressly prohibited:
• promise, offer or give, directly or indirectly, an undue advantage to a Public Agent or a third party related to him or her;
• finance, fund, sponsor or in any way subsidize the practice of unlawful acts provided for in the Brazilian Anti-Corruption Law;
• use an intermediary individual or legal entity to hide or disguise their actual interests or the identity of the beneficiaries of the acts performed.
• thwart or defraud, through adjustment, combination or any other expedient, the competitive nature of a public bidding procedure or contract arising therefrom;
• prevent, disturb or defraud the performance of any act of public bidding procedure or contract arising therefrom;
• remove or seek to remove bidders through fraud or offering of advantage of any sort;
• create, fraudulently or irregularly, a legal entity to participate in a bidding process or enter into an administrative contract;
• fraudulently obtain an undue advantage or benefit from modifications or extensions of contracts entered into with the Public Administration, without authorization by law, in the call for bids or in the respective contractual instruments; or
• manipulate or defraud the economic-financial balance of contracts entered with the Public Administration.
4.1 Donations and Sponsorships
AMAGGI does not take part in political party activities or carry out acts for the promotion or contributions to candidates, parties or electoral campaigns. AMAGGI respects the participation of people covered by this Policy in party-political activities, as long as it is personal and completely disconnected from the Company’s image.
Political party donations by AMAGGI or by individuals on behalf of AMAGGI, directly or indirectly, including, but not limited to, financial contributions, sponsorships, or events to raise funds or promote candidates, parties or election campaigns are prohibited.
Donations to non-profit institutions associated with Public Agents are also prohibited. Therefore, AMAGGI only allows contributions/donations to be made directly to institutions registered under the terms of the applicable legislation and for legitimate social reasons. The promotion and financing of cultural, social, environmental, sports projects, among others, are admitted if they present an explicit/direct relationship with AMAGGI’s business or when in full harmony with the Company’s corporate values.
No employee, supplier, customer, business partner of AMAGGI, or any third party acting on behalf, interest or benefit of the Company will suffer any type of retaliation or penalty for delays or loss of business due to refusal to pay or receive undue advantage, to practice any illegal act or unethical conduct.
All AMAGGI operations and transactions must be registered clearly and classified in a way that precisely reflects the nature of the situation which occurred and the identification of those responsible and approvers.
4.2 Against Money Laundering, Terrorism, Competitive
AMAGGI ensures the transparency and legality of its activities and is against money laundering and terrorist financing.
AMAGGI defends free competition and repudiates any other form of anti-competitive conduct, such as using privileged information for commercial purposes or obtaining advantages in the trading of securities, complying with all applicable legislation, and providing information and support to authorities in case of infringements. AMAGGI declares its commitment to conduct ethical, transparent, and honest business and to combat and support authorities in situations of corruption involving public or private agents, national or foreign, as well as any other harmful act against Public Administration of which it is aware.
Additionally, every contract signed by AMAGGI must include anti-corruption clauses, which ensure that during the hiring processes and throughout the contractual relationship with employees, customers, suppliers and business partners, information can be requested; and checks carried out (Integrity Due Diligence) and other assessments to clarify doubts and/or ensure full compliance with the terms agreed between the parties in carrying out the business.
Every process of contracting suppliers, business partners or any other type of third party to act on behalf of AMAGGI must be carried out in compliance with the legal provisions, the Code of Ethics and Conduct, this Policy and the other policies and internal rules of the Company, always in your best interest, being necessary to carry out checks prior to hiring to attest to the suitability of the contractor.
Contracting goods and/or services through undue influence over any person, regardless of whether they are a Public Agent or not, is rejected.
Prior to the merger, incorporation, acquisition of any organization or asset and/or disposal carried out by AMAGGI, a checking process must be carried out to verify compliance with the provisions of current legislation.
AMAGGI will spare no effort to ensure that all necessary measures are taken to implement and enforce this Anti-Bribery and Corruption Policy, including:
(a) prevent and detect non-compliance with the Anti-Corruption Law;
(b) comply with the requirements and prohibitions of the Anti-Corruption Law;
(c) make and maintain books, records and accounts that accurately and fairly reflect the transactions carried out by the Company and the dispositions of its assets;
(d) design and maintain a system of internal accounting controls sufficient to provide reasonable assurance that transactions are performed in accordance with the authorization of officers or directors, as the case may be;
(e) transactions are recorded as necessary to permit the preparation of the Company’s annual financial statements and quarterly and annual reports;
(f) the liability recorded for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences identified.
It is the Company’s duties, furthermore:
(a) appoint an independent Compliance Manager with appropriate experience and resources;
(b) allow its shareholders to audit the Compliance system of the Company and its subsidiaries in accordance with the provisions of this Policy;
(c) immediately communicate to all shareholders if it becomes aware of any breaches of this Policy.
(d) The Company shall institute and maintain policies and procedures designed to ensure compliance with any trade, economic or financial sanctions laws enacted or enforced by the Federative Republic of Brazil, the United States of America or any other relevant jurisdiction.
5 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.
• Law No. 12,846, of 08/01/2013, Anti-Corruption Law, provides for harmful acts against public administration, national or foreign, and other provisions
• Decree 11.129/22.
• FCPA – Foreign Corrupt Practices Act – American anti-corruption law abroad in the United States of America;
• UK Bribery Act – British law to combat and prevent corruption.
• Law No. 12,813, of 05/16/2013, which provides for the conflict of interests in the exercise of a position or employment in the Federal Executive Branch and subsequent impediments to the exercise of a position or employment.
• Law No. 13.303/2016 (“State-Owned Companies Law”)
• DE0176 – Money Laundering Prevention Policy
• ISO 37301:2021 – Compliance Management System – Guidelines.
• ISO 37001:2016 – Anti-Bribery Management Systems.
• Code of Best Corporate Governance Practices (IBGC).