Business Partners Integrity Assessment Policy

1 OBJECTIVE

Establish general requirements for assessing business partners’ integrity.

 

1.1 Scope

This document applies to all AMAGGI business units in Brazil and abroad.

 

2 DEFINITIONS, TERMINOLOGY AND ACRONYMS

• Integrity Due Diligence (DDI): Methodical research procedure in public databases, 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 a company’s documents and information, which allows measuring actual and potential risks.

• Politically Exposed Persons (“PEP”, or also referred ro as “PPE”): Public agents who perform or have performed, in the last five years, in Brazil or in countries, territories and foreign dependencies, positions, jobs or relevant public functions, as well as their representatives, family members and close collaborators.

• 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 AMAGGI’s interest or benefit, as well as service providers.

• Approval and DDI: comprises the analysis of the shipping company, the ship, the crew, the captain and navigation history (assessment if the ship transited in sanctioned ports in the last 2 years).

 

3 INTEGRITY DUE DILIGENCE (DDI)

AMAGGI ensures productive and, above all, ethical relationships. Thus, it carries out compliance procedures prior to the effective relationship or hiring of business partners according to the eligible categories.

The Integrity Due Diligence procedure “DDI” comprises the AMAGGI Compliance Program and seeks to assess the integrity risk to which the company may be exposed in the relationship with its business partners, as provided for in Decree 11,129/22 and in line with international best practices.

 

3.1 EVALUATION

• The evaluation considers the parameters provided for in Art. 57 of Decree 11,129/22, which regulated Law 12,846/13, Ordinance CGU 909/15 and Inter-ministerial Ordinance 2,279/15, as well as the Guide “Integrity Program: Guidelines for Private Companies” or, when applicable, the Booklet “Integrity for Small Businesses”, both published by the Comptroller General of the Union (CGU), and other national and international guidelines and practices.

• The DDI is carried out through research of public information about the company and interconnected legal entities, its partners and members of senior management. Sources consulted at this stage of the procedure include, but are not restricted to: specialized databases, company website, Transparency Portal, and lists of national and international impediments and sanctions.

• The validity of the DDI report will be up to 24 months, and the person responsible for managing the business partner must request a renewal.

 

3.1.1. CRITICAL CATEGORIES (Applicable to BRAZIL)

 New registrations à DDI reports are carried out on potential business partners who register on the AMAGGI Supplier Management platform for the below categories:

(i) Environmentally critical; (PO-0395- Critical Suppliers Socio-Environmental Assessment);

(ii) Dispatchers;

(iii) Consultants;

(iv) Commercial Representatives and Associates;

(v) Customs clearance services.

• Current Business Partners à DDI reports can be made for other categories at any time, according to the criteria of the Compliance area, not limited to customers, suppliers, service providers, third parties, etc.

• DDI reports will be made for the beneficiaries indicated in the Donation or Sponsorship processes.

• The Compliance area can carry out Background Check surveys to assist the business areas in potential new relationships without the obligation to prepare DDI reports.

 

4. DDI FOR NON-SANCTIONED ENTITIES IN SANCTIONED COUNTRIES

AMAGGI, being a corporation organized outside the United States of America, may consider importing and/or exporting commodities through its affiliates.

• Therefore, it is mandatory that the responsible area requests DDI prior to the beginning of the relationship with a potential customer/supplier located in sanctioned jurisdictions through the e-mail ddi@amaggi.com.br

• For approved operations, when information is available, the Chartering area must request:

(i) The shipping company’s due diligence;

(ii) Vessel due diligence;

(iii) Crew due diligence;

(iv) The ship’s captain’s due diligence.

 Integrity Due Diligence will consider the applicability of economic sanctions laws and regulations administered and enforced in accordance with:

I. Office of Foreign Assets Control (“OFAC”) à EUA;

II. Office of Financial Sanctions Implementation (“OFSI”) à HM Treasury (UK);

III. Brazilian Law No. 13.810/2019, which imposes the duty to comply with the sanctions provided for in United Nations Security Council Resolutions (“UNSC”);United Nations Security Council à ONU

IV. EU Sanctions Map à European Union;

V. State Secretariat for Economic Affairs (“SECO”) à Switzerland

It is mandatory to maintain contractual clauses that bring representations and guarantees that the counterparty will not resell to sanctioned entities, according to the internal policy dedicated to the subject.

 

5 DDI CLASSIFICATION

Classification	Risk	Definition
Approved	Low Risk	Approved to proceed with the hiring, as situations that discredit the company or its partners from the point of view of Compliance have not been identified until the time of analysis.
Approved with reservations	Medium Risk	When Compliance has identified a situation that must be known and taken into account before hiring. E.g.: Adverse media, relevant legal proceedings, etc.
Not approved	High Risk	When situations are identified that may expose AMAGGI to risk if contracting.

 

5.1 HIGH RISK

• When the DDI classifies Hiring as High Risk and for various reasons, the contracting area has the need to follow through; it is necessary to obtain approval from the director of the contracting area to accept the risk after analyzing the contracting scenario. If approved, the Compliance and Supplier Management area must be notified of the decision and will monitor it every 12 months.

 

6 INTEGRITY DUE DILIGENCE QUESTIONNAIRE

To prepare the DDI and obtain more information, Compliance, at its discretion, may request that the counterparty complete the Integrity Due Diligence Questionnaire (FA-0998 KNOWING OUR PARTNERS – SUPPLIERS). It is possible to access it through AMAGGI’s internal system.

 

7 DEADLINE

The deadline for delivering a response from the Compliance department is up to 7 business days from the date of request. The deadline may be changed if it is necessary to obtain more information that depends on the counterparty.

 

8 RESPONSABILIDADES, EXCEPCIONALIDADES E DISPOSIÇÕES GERAIS

All employees are individually responsible for ensuring compliance with this document in conjunction with AMAGGI’s Code of Ethics and current legislation and regulations.

It is the responsibility of immediate managers to ensure that their team receives the necessary guidance to meet the requirements in 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 the Compliance department.

 

9. REFERENCES

• AMAGGI Code of Ethics and Conduct
• PG-0012 – Integrity Policy
• DE-0103 – Donations and Sponsorship Policy
• PO-0395 – Critical Suppliers Socio-Environmental Assessment
• DE-0136 – Negotiation Policy With Companies Established In Jurisdiction /Countries Subject To Restrictions And Sanctions Applied To Companies That Are Members Of Amaggi