CODE OF
CONDUCT
for third parties
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Code of Conduct
for Third Parties
We are committed to ethics and integrity in business, and expect the same commitment of our customers, suppliers and partners.
It is everyone's duty and responsibility to:
Comply with applicable laws and regulations.
Exercise good judgment.
Seek guidance on best-practice, ethical business conduct.
What will I find in this code?
- Why is this code important?
- Combating fraud and corruption
- Offering and receiving gifts and hospitality
- Preventing money laundering and terrorist financing
- Antitrust
- Sustainability
-
Handling personal data and privacy
8 Ethics Channel: reporting violations
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Why is this code important?
Understand Company | Act in compliance with | Proactively and | Report any violations via |
guidelines on business | these guidelines | positively influence | our Ethics Channel |
conduct and good-practice | the broader value | ||
recommendations | chain |
Vibra may revise the contents of this | If you have any questions about this |
code whenever necessary. | Code, please contact the Ombudsman |
Vibra may apply disciplinary action for any violations of this Code or other Ethical or legal misconduct.
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Combating fraud and corruption
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Corruption can:
Exacerbate social | Harm business | Prevent opportunities |
inequalities | from being captured |
Compromise free | Damage reputations | Result in lost jobs |
competition and free | and repel investments | |
enterprise |
Corruption is not just about government officials; offering undue
advantages to private parties is also corruption.
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Are you familiar with Vibra's Integrity Program?
As part of our efforts to combat fraud and corruption, Vibra has introduced an Integrity Program that aligns with Brazilian anti-corruption laws and, in particular:
Law no. 12,846/2013, or the
"Anti-Corruption Act"
Decree no. 11,129/2022, which regulates the above
Visit our websiteto learn more about our Integrity Program and its internal procedures and mechanisms to prevent, detect and address ethical deviations, fraud, misconduct and/or unlawful practices.
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Anti-Corruption Act
Law no. 12,846/2013
At Vibra we seek to comply at all times with Brazilian anti- corruption legislation and expect the same of third parties we interact with.
What are corrupt acts against the government?
Promising, offering, paying, transferring, requesting, agreeing to receive or grant, financing, funding, or sponsoring anything of value, directly or indirectly, to or from any individual or their representative with the intent of obtaining an undue
We take a no-tolerance approach to any corrupt acts against any national or foreign government. If discovered, such acts can result in termination of the contract with the third party involved, even if they claim to be unaware of our stance or of applicable laws and regulations.
The Brazilian Anti-Corruption Act establishes that legal entities are subject to objective liability for corrupt acts against the government that are committed on their behalf or for their benefit, exclusively or otherwise.
advantage.
Anything of value means anything
that provides a benefit.
E.g.: | cash/cash | equivalents, |
purchasing or selling goods/services at excessive prices or with unwarranted discounts, hospitality, travel, cars, jewelry, works of art, job opportunities, etc.
Undue advantage means an
advantage obtained in an unlawful
or improper manner.
E.g.: an undue advantage can be a contract, influencing a procurement procedure, gaining access to privileged information, extending the term of a contract, etc.
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Other unlawful practices
Brazilian anti-corruption legislation prohibits corrupt practices committed to the detriment of national or foreign public assets or that otherwise violate government administration principles and commitments undertaken by Brazil. These include:
Thwarting or defrauding the competitive nature of a public tender procedure through collusion, bid- rigging, or any other means.
Obtaining by fraudulent means undue advantages or benefits by modifying or extending government contracts.
Using third parties to conceal the underlying interests or the identities of the beneficiaries of unlawful acts.
Eliminating or seeking to eliminate bidders through fraud or by offering an advantage of any kind.
Hindering internal investigations or other scrutiny and oversight of government activities.
Financing, defraying the costs of, sponsoring or otherwise supporting the commission of unlawful acts.
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Government
What is government?
The government is the body of agents, agencies and entities
instituted by the State for the administration of society's common
assets.
What entities is the government composed of?
Wholly or partially government-owned corporations.
Any agency, department or division of the Federal, state and municipal governments.
Government agencies and foundations.
What are government officials?
Government officials are any persons who provide any type of government service or hold public office.
E.g.: Public servants in general
- Presidents, governors, mayors, senators, federal and state deputies and municipal councilors;
- Justices and judges;
- Public attorneys and prosecutors;
- Government inspectors and agents;
- Police officers, firemen and members of the Armed Forces;
- Notaries and registrars;
- The employees, members or representatives of wholly or partially government-owned corporations, government agencies and foundations, such as: Petrobras, Caixa Econômica Federal, Banco do Brasil, BNDES, CADE, CVM, BACEN, IBAMA, ANATEL, etc.
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Sanctions applicable for violations of anti- corruption laws and regulations
Under Law no. 12,846/2013, legal entities are subject to civil and administrative liability for corrupt acts against any national or foreign government.
Administrative proceedings
Under Law no. 12,846/2013, legal entities are subject to civil and administrative liability for corrupt acts against any national or foreign government.
To determine the liability of legal entities implicated in corrupt acts against the government, Brazilian legislation mandates the initiation of administrative proceedings that are adjudicated by the highest authority of the Executive, Legislative, and Judiciary.
If a legal entity is found to be liable, it is subject to two separate administrative
sanctions:
A fine of never less than the amount of the advantage obtained, ranging from 0.1% to 20% of the entity's revenue (excluding taxes) in the previous fiscal year or the year preceding the one in which the proceedings were initiated.
Extraordinary publication of the judgment.
See also the Practical Manual on Liability for Legal Entities, published by the Office of the Comptroller General (CGU).
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How to foster an ethical environment in your company
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Why implement an integrity program?
We recommend implementing an integrity program as a way to cultivate an ethical environment within your company and to align with laws and regulations and best practices.
Implementing an integrity program introduces a set of internal mechanisms and procedures for integrity management, audits, whistleblowing and effective application of an organization's code of ethics, policies, and guidelines.
Objectives: prevent, detect, and remediate deviations, fraud, irregularities, and unlawful acts against any national or foreign government; and to cultivate and maintain a culture of integrity within the organizational environment.
In addition, under Brazilian anti-corruption legislation, adopting an effective integrity program can result in a reduction of fines imposed in any administrative liability proceedings.
Under Article 23(V) of Federal Decree No. 11,129/2022, in administrative liability proceedings, a deduction of up to five percent of the fine amount is possible if the defendant can demonstrate the it has an integrity program in place.
See also Integrity Programs: guidance for private companies, published by the Office of the Comptroller General.
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Petrobras Distribuidora SA published this content on 29 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 May 2024 15:25:00 UTC.