Anti-Corruption Policy

PUBLIC OFFICIAL AND ANTI-CORRUPTION RELATIONSHIP POLICY
Summary
1. Application ....................................................................................................................................... 2
2. Objectives ........................................................................................................................................ 2
3. Relationship with Public Officials ......................................................................... 2
4. Corruption ...................................................................................................................................... 3
5. Travel, Hospitality, and Entertainment ...................................................................... 5
6. Gifts and Presents ................................................................................................................. 5
7. Conflict of Interest ............................................................................................................... 6
8. Third Parties ........................................................................................................................ 6
9. Donations, Sponsorships, and Political Contributions ......................................... 7
10. Communication Channel ............................................................................................................ 7
11. Sanctions .......................................................................................................................... 8
ANNEX I – ANTI-CORRUPTION CLAUSE ........................................................................ 8
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1. Application
This Policy, approved by the Board of Directors of the Asperbras Group
(Asperbras), applies to all employees, managers, and
directors (Employees) and anyone who represents any interest
of Asperbras or acts on its behalf, directly or indirectly, including partners
and suppliers, even if they do not have a formalized representation through
a contract or power of attorney (Third Parties).
Compliance with this Policy is a duty for everyone.
2. Objective
To assist in the day-to-day business of Asperbras,
guided by Quality, Responsibility, and Security, reinforcing the values
of integrity and transparency, this Policy aims to establish the
general guidelines for relationships with Public Officials in order to
prevent, detect, and prevent the practice of corruption or any act that
harms the Public Administration, national or foreign.
This Policy was created to be used as a guideline for good
conduct for Employees and Third Parties who interact with Public Officials.
3. Relationship with Public Officials
It is essential that any and all relationships with Public Officials
be conducted transparently and based on legitimate interests,
regardless of whether they are conducted by Employees or
Third Parties.
All those who interact with Public Officials, whether participating
in public tenders, negotiating tax benefits or
other interests with governmental entities, attending inspections of
any nature, obtaining or renewing licenses and permits, representing
Asperbras in judicial or administrative proceedings, among other situations
inherent to Asperbras' business, must remain attentive and be
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able to identify behaviors that could, even hypothetically, suggest a
breach of integrity in interactions with Public Officials.
Therefore, everyone is expected to read and understand the importance of this
Policy and, above all, be committed to its strict and full
compliance.
The guidelines for conduct in a relationship with Public Officials
determine that Employees and Third Parties:
 Protect Asperbras' image and good reputation;
 Make clear Asperbras' stance of integrity;
 Seek guidance from their immediate supervisor, manager, or a
member of Asperbras' Legal and Human Resources Departments
in case of doubts regarding a suspicious situation;
 Inform their immediate supervisor of any and all interactions with
Public Officials, preferably in advance, and try to be, whenever
possible, accompanied in face-to-face meetings;
 Be properly prepared to maintain any and all
discussions with Public Officials within technical, professional,
and legitimate limits;
 Report to the Communication Channel if they are subjected to any
improper approach, even if indirectly or subtly.
In relationships with Public Officials, intent is not always what
matters. The mere perception of irregular conduct can bring
incalculable risks to Asperbras.
4. Corruption
Asperbras does not tolerate any form of corruption and does not allow the
practice of any act that could represent harm to the Public Administration,
such as fraud in bids and contracts with government agencies.
Corruption is the giving, offering, or promising of an undue advantage to
a Public Official, or a natural or legal person connected to him/her, with the aim of
illegally influencing their decisions and delaying or accelerating their actions,
in order to favor Asperbras.
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The mere suggestion of an undue advantage to a Public Official
can bring legal consequences and reputational risks to Asperbras and
to those involved, including criminal liability for the natural person
involved in granting such advantages.
Undue advantages, for the purposes of this Policy, are considered
anything of value offered, promised, or given to a Public Official,
in the expectation of obtaining, in return, some benefit for Asperbras, such
as:
 Cash amounts;
 Gifts that may influence the discretion of a Public Official's decision,
or even accelerate or delay their actions;
 Covering travel and accommodation expenses that do not have a
legitimate business purpose;
 Hiring friends, family members, or companies connected to
the Public Official, with the aim of influencing them to benefit Asperbras;
 Donations, sponsorships, and political contributions that do not have a
transparent and legitimate purpose;
 Among others.
Public Officials are considered, for the purposes of this Policy:
 Any person who holds a position, employment, or function in a public
body, even if temporarily or unpaid, is a member of a political party or
a candidate for political office;
 Someone who represents the interests or acts on behalf of people who
fall into the item above, including their family members and people they
are associated with.
Anyone who has any power of influence with the
Public Official will also be considered a Public Official,
for the purposes of this Policy.
Examples of Public Officials are:
 Employees of city halls, secretariats, autonomous agencies, public
companies and banks, mixed-capital companies, public service concessionaires,
and public foundations;
 Members of the Judiciary (including bailiffs), the Legislative Branch
(including politicians without mandates), and the Executive Branch, the
Public Prosecutor's Office, the Federal Revenue Service, the forces that make up the
public and social defense system of Brazil, including the Military Police and the
Fire Department, diplomatic offices, among others;
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 Relatives, advisors, or people who maintain a close relationship
with the Public Officials listed above.
 Among others.
5. Travel, Hospitality, and Entertainment
Depending on how it is offered, the payment for travel,
hospitality, and entertainment for Public Officials may be
interpreted as an undue advantage. To avoid any
questioning, it is necessary to observe the parameters defined here
so that there is no possibility of such interpretation.
All offers of travel, hospitality, and entertainment must:
 Be made transparently;
 Be in accordance with the law, regulations, and local good customs;
 Be within what can be considered reasonable and proportionate;
 Be made only in situations that do not involve decision-making
by the Public Official, so that there is no perception of an attempt to
influence;
 Be communicated, preferably in advance, to the immediate supervisor
or manager.
Furthermore, such offers should never:
 Be made in cash;
 Be or appear to be an attempt to influence the Public Official;
 Be made with the expectation of exchanging favors;
 Be repeated (carried out repeatedly during the year).
6. Gifts and Presents
The offer of corporate gifts and presents to Public Officials should
be done with moderation. Items must be of reasonable and not
excessive value.
When offering gifts and presents, one should:
 Give preference to items that contain the Asperbras logo;
 Ensure that the gift or present is in accordance with the laws,
regulations, and local good customs;
 Always, and only, offer transparently;
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 Communicate, preferably in advance, to the immediate supervisor or
manager.
And also, one should never:
 Deliver cash amounts or equivalents, even if of
small value;
 Use the situation to try to influence a Public Official, such as exchanging
favors, as a reward or thank you for a business obtained or
maintained;
 Deliver gifts and presents periodically or repeatedly (carried
out repeatedly during the year).
7. Conflict of Interest
Family relationships or friendships with Public Officials
can be, or appear to be, a conflict of interest. Even if the situation does not
influence a Public Official's decision related to Asperbras, or Asperbras'
business, it is necessary to provide transparency and keep your immediate
supervisor and manager informed of the relationship.
If there are personal relationships with Public Officials, one should
avoid discussing professional matters of interest to Asperbras, and
if this occurs on the part of the Public Official, the situation should be reported to
the immediate supervisor or manager.
A conflict of interest can also arise when personal objectives or
interests interfere with the objectivity of Employees and Third Parties in
making decisions or engaging in any conduct on behalf or in the interest of
Asperbras.
8. Third Parties
All Third Parties, including suppliers, service providers,
subcontractors, commercial partners, consultants, customs brokers, among others
who have a relationship with Asperbras, must, within the scope of this relationship
or when acting on behalf of, in the interest of, or for the benefit of
Asperbras before Public Officials, act in accordance with all
guidelines of this Policy and with applicable laws and regulations, even if
they receive instructions – express or not – to disregard them.
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Any improper act by a Third Party before a public body can
represent risks for Asperbras and for the Third Party itself. Therefore, the
process of contracting Third Parties who interact with Public Officials
must comply with the following parameters:
 Respect for transparent, objective, and technical criteria for choosing the
Third Party;
 Prior reputational analysis of the Third Party, through market
references;
 Formalization of the contract in writing with the inclusion of a
specific anti-corruption clause (Annex I);
Asperbras' contracting process cannot be directly or
indirectly influenced by Public Officials.
9. Donations, Sponsorships, and Political Contributions
One of Asperbras' main values is contributing to
the social and economic development of the community in which it operates.
To this end, it has socio-environmental initiatives linked to its
social responsibility program.
In addition to fulfilling the purpose of socio-environmental development,
all donations and/or sponsorships must comply with the following criteria:
 Conducting a prior reputational verification regarding new
entities that will receive the donation and/or sponsorship;
 Prohibition of using the donation and/or sponsorship as a way to
illegally influence Public Officials.
Asperbras does not make contributions and/or donations to political parties
or candidates for elective public office and does not authorize anyone to do so
on its behalf.
10. Communication Channel
Asperbras has created a new Communication Channel, which will be used to
handle matters related to this Policy, regarding ethics, integrity, and
compliance. This Channel is open to receive questions, requests
for guidance, and reports on misconduct in the workplace.
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Therefore, if an Asperbras Employee is in a situation that
may represent a violation of this Policy, if there is a doubt about a
certain situation, or if they feel uncomfortable with a particular
situation, they should contact, even anonymously, through the
email address canaldecomunicacao@asperbras.com.
All those who use the Communication Channel in good faith to
address matters related to this Policy are guaranteed that they will not
be retaliated against.
11. Sanctions
All Asperbras Employees and Third Parties must adopt the
positions determined by this Policy in their daily work. Adherence to
this Policy is not optional, and non-compliance with any
points defined here will be subject to appropriate measures, including dismissal
for just cause.
Any and all guidance that may represent a violation of this
Policy should not be followed.
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ANNEX I – ANTI-CORRUPTION CLAUSE
1. THE CONTRACTEE, in fulfilling this contract, even through
Third Parties, declares and guarantees:
1.1. To refrain from practicing any act harmful to public administration, national or
foreign, in violation of laws concerning crimes and practices of
corruption and against public administration, including, but not limited to
Law 12.846/2013, Law 8.666/1993, Law 8.429/1992, and the Penal Code;
1.2. Not to offer, promise, or make payments or grant benefits,
gifts, incentives, or gratuities to any Public Official.
1.2.1. A Public Official for the purposes of this contract is considered
anyone who: (i) holds a public office, employment, or function or who
represents, even temporarily or without remuneration, a public body or
entity, national or foreign, public associations and foundations
or mixed-capital companies or those controlled by the State; (ii)
candidates or holders of elective mandates, political parties and their
representatives; (iii) politically exposed persons; or (iv) any
person who has influence in the decision-making of a Public Official.
1.3. Not to finance, cover the costs of, sponsor, or in any way subsidize the practice
of illicit acts;
1.4. Not to use an interposed natural or legal person to conceal or
disguise their true interests or the identity of the beneficiaries of the acts
practiced;
1.5. Not to frustrate, defraud, or obtain or maintain undue benefit as a
result of public tenders and/or contracts;
1.6. Not to hinder any investigation or inspection activity in which they are
involved as a result of practices related to the fulfillment of this
contract, before bodies, entities, or Public Officials, including
within regulatory agencies and national financial system oversight bodies;
1.7. That any interaction with the public power will be carried out by Employees who are not
Public Officials or third parties related to them.
2. THE CONTRACTEE undertakes to immediately inform THE CONTRACTING PARTY
of any situation that constitutes a violation and/or suspicion of violation of this
contract, especially situations that violate any anti-corruption laws,
including, but not limited to Law 12.846/2013.
3. Non-compliance by THE CONTRACTEE with any applicable anti-corruption laws,
or THE CONTRACTING PARTY's Public Official Relationship and Anti-Corruption Policy
will be considered a serious infraction and may, at THE CONTRACTEE's discretion, lead to
contractual termination for just cause, which will automatically result
in the right to withhold payments and suspend the
fulfillment of other obligations of THE CONTRACTING PARTY, as well as the obligation
of THE CONTRACTEE to indemnify THE CONTRACTING PARTY for losses and damages