Code of Ethics and Third Party Conduct

 

1. OBJECTIVE

This document aims to establish the main rules of ethics and conduct for all those interested in Miracema-Nuodex.

 

2. SCOPE

The guidelines set out here apply to all those who have any interests in the organization, or are related to it in any way.

 

3. COMPLEMENTARY DOCUMENTS

PC.01 – Compliance Policy

D03 – Company Website Visit Guidelines

PS.01 – Social Responsibility Policy

PA.01 – Environmental Policy

 

4. WORKING CONDITIONS

4.1 CHILD LABOR

Miracema-Nuodex does not hire child labor and does not accept this practice in relation to third parties and other interested parties with whom it interacts.

 

4.2 SLAVE LABOR OR LABOR SIMILAR TO SLAVERY

Miracema-Nuodex does not employ forced labor or labor analogous to slavery, and does not accept this practice in relation to third parties and other interested parties with whom it relates, being considered as such, the use of labor enticed with false promises.

Employment contracts must be regularly formalized, remuneration must comply with the minimum wage for the category, workers must not be restricted in their right to freedom of movement, nor be subjected to exhaustive working hours, with the employer complying with current labor legislation.

 

4.3 DEGRADING OR UNDIGNIFIED WORK

Miracema-Nuodex promotes respect, worker dignity and their citizenship rights, by not subjecting its employees to undignified or degrading working conditions, complying with occupational safety standards through training, guidance and provision of individual and collective protective equipment in accordance with the regulatory standards (NR's) issued by the Ministry of Labor.

Furthermore, does not accept that these guidelines are not observed when providing services on its premises, through freelancers, service providers, partners and in the visit of any individuals representing third parties and other interested parties. Thus, it also requires that these practices be adopted by all who wish to have a relationship with it.

 

5. CONFLICT OF INTEREST

5.1 GIFTS AND PRESENTS

The offering or receipt of gifts, courtesies or other favors from/to employees, partners, suppliers, customers, service providers and government officials (or their family members or representatives) may generate conflicts of interest, as they may be interpreted as an attempt to influence decisions in commercial transactions.

This way, it is forbidden to offer or accept gifts and presents with the intention of provoking, in its recipient, an action that could be considered improper in the course of his work or as a form of reward, for such action.

 

5.2 DONATIONS AND SPONSORSHIPS

The relationship with institutions must be guided by the principles of transparency, ethics and social responsibility of the company and in compliance with current legislation.

Miracema-Nuodex encourages its entire value chain to commit to ethics, integrity and sustainability in its relationships, therefore, the beneficiary institution must comply with all laws applicable to activities related to donations received, following anti-corruption legislation (Law 12.846/13 and Decree No. 8.420/2015) as well as any other anti-bribery law.

The decision to donate financial resources and/or sponsorships to institutions will be conducted in an impartial, independent and democratic manner, in accordance with the planning defined by the company and observing the absence of conflict of interests.

The company does not make donations and/or sponsorships to individuals and/or political parties and to any other institution that poses a risk to the organization’s reputation.

Regarding philanthropic donations and sponsorships, when they occur, they must be evaluated and approved by the board, following existing internal policies, rules and procedures, always in a transparent manner.

 

5.3 BUSINESS EVENTS

Participation in events funded by service providers/subcontractors and suppliers, such as workshops, congresses, fairs and entertainment, must be assessed and approved in advance by the Manager of each area involved or interested in participating in the event itself, with due communication to the board of directors of Miracema-Nuodex.

Expenses for Miracema-Nuodex business events should not be incurred with the intention of influencing decisions. These expenses must be analyzed and pre-approved by the finance department, in agreement with the Manager of the area involved, and be in accordance with PC.01 – the company's Compliance Policy.

 

6. SUSTAINABILITY

To ensure the company's sustainability, a partnership with all interested parties is essential, ensuring business success.

Therefore, all links must consider the impact of their actions on society and the environment, with everyone, in different ways, responsible for the image of Miracema-Nuodex.

 

6.1 ENVIRONMENT

Valuing life and the environment is a priority and responsibility of Miracema-Nuodex, which supports environmental preservation with practices that go beyond compliance with environmental laws. To this end, it has an Environmental Management System and an Environmental Management Policy (PA.01 – Environmental Policy), which sets out all the guidelines and commitments that the company assumes.

It is the duty of all levels, bodies and stakeholders in the organization to be aware of this policy and observe its correct application.

Miracema-Nuodex reinforces a culture of respect for natural heritage that is shared with employees, as well as encouraging customers, the community, business partners and suppliers to do the same. In the event of any environmental damage, the responsible internal area must be informed immediately and measures must be taken to restore adequate conditions.

 

6.2 CORPORATE SOCIAL RESPONSIBILITY

Miracema-Nuodex promotes and encourages socially responsible actions among employees and stakeholders, as well as the community, in order to contribute to social and economic development and to improving the quality of life in the regions where it operates.

Consequently, the relationship between the company and its partners, with the community in which it operates, must be conducted based on ethical and moral values, in a lawful, transparent, responsible and sustainable manner.

The organization has a Social Responsibility Policy (PS.01 – Social Responsibility Policy), which provides specific guidelines that must be observed by its employees and its value chain (representatives, employees, and also service providers/subcontractors and suppliers, community, invested companies, among others).

Finally, you must promptly respond to any complaints from employees, other interested parties, and the community, which can be made through the Reporting Channel (see item 11).

 

7. RELATIONSHIP – STAKEHOLDERS

“Interested parties” are understood to be employees, partners, customers, communities, public agents, representatives, employees and also partners, competitors, service providers/subcontractors and suppliers of materials, equipment and goods in general.

 

7.1 VISITS TO MIRACEMA-NUODEX

Regarding visits to the company, the dress code rules determined by the company must be observed, as set out in the guidelines for visiting the company (D03 – Guidelines for Visiting the Company's Website).

 

7.2 CLIENTS

It is essential that the services provided by Miracema-Nuodex ensure compliance with the levels of transparency, quality, excellence and punctuality in delivery and are within the contracted scope.

The customer must be treated with respect, ethics and efficiency, and all responses to their demands, even if negative, must be given within the requested timeframe.

 

7.3 SERVICE PROVIDERS, SUPPLIERS AND PARTNERS

The process of acquiring inputs, materials and services must be carried out based on the company's demands, observing internal policies, standards and procedures for contracting and technical, professional and ethical criteria. Such actions must be guided by transparency, integrity, productivity, quality, excellence and the best results.

The company's employees and partners are not permitted to receive any type of advantage to benefit a supplier or service provider, regardless of the stage of the process..

Partnerships should only be established with economically and financially sustainable institutions that comply with current legislation applicable to their activities and that adopt ethical and sustainability standards compatible with those of the company, including compliance with the Anti-Corruption Law 12,846/13 and any other anti-bribery law.

Employees must ensure that service providers/subcontractors and suppliers comply with signed contracts, observing the legislation, as well as the Code of Ethics and Conduct and other rules of Miracema-Nuodex, always being concerned with the confidentiality and integrity of information, being prohibited:

  •  Use child labor and/or slave labor or similar;
  • Promote discriminatory and disrespectful practices;
  • Harm the conservation of the environment;
  • Presenting yourself as a company representative without the proper authorization to do so;

     

  •  Offer, promise, receive, or deliver directly or indirectly financial resources or any type of advantage, or gifts to employees or third parties to obtain any advantage in the execution of services for the organization;
  • Making improper and/or illicit payments to a public, private or third sector agent;
  • Committing illegal and abusive acts, such as corruption, money laundering, tax evasion, piracy, among others.

 

7.4 PUBLIC AUTHORITIES

The organization respects government authority and acts with transparency and integrity in dealing with administrators and public officials, not engaging in improper conduct.

No act of corruption is permitted in relation to public officials, or any other party linked or connected to public agents, of any form or nationality..

Miracema-Nuodex also represses dishonest and unfair actions by public agents in the performance of their duties, in any type of relationship related to it.

It is expressly prohibited to promise, offer or give, directly or indirectly, an advantage, whether in cash or any good or service of value, to public agents, as well as to family members or similar, of any person, with the intention of obtaining personal benefit or for the company.

Public agents are considered to be all government employees, whether federal, state or municipal, of the executive, legislative or judicial branches, of political parties or candidates for public office, as well as representatives of public companies or companies controlled by the State or by supranational companies and organizations.

Under Law No. 12,846/2013 (Brazilian Anti-Corruption Law) and Decree 11,129/2022 (Regulates the Anti-Corruption Law), it is expressly prohibited:

  • Frustrating, defrauding or illegally interfering in the public bidding process or the contract arising therefrom;
  • Offering any kind of advantage for the practice of acts that may be considered harmful to public administration;
  • Obtain an advantage, undue benefit or fraudulently obtain in contracts entered into with the public administration, without authorization by law;
  • Manipulate or defraud the economic-financial balance of contracts entered into with the public administration;
  • Make it difficult to monitor public bodies, or intervene in their activities.

The existence of any undue or suspicious pressure, offer or request by a public agent must be reported immediately to the Governance, Risk and Compliance (GRC) area.

 

7.5 UNIONS

The company values its relationship with union entities, respects the free association of its employees and collective bargaining, recognizing their legitimacy and complying with collective agreements and conventions.

 

7.6 PROFESSIONAL AND BUSINESS ASSOCIATIONS AND ENTITIES

The organization supports the active participation of employees in professional, business, social, cultural or charitable entities that have public recognition, as long as they do not interfere with the company's image and professional activities.

 

7.7 PRESS

The relationship with the press must be guided by transparency and compliance with the law. All contacts with any press agency must be formally authorized by the board of directors and supported by the person responsible for Communications and Marketing.

When contacted by journalists, employees must forward the request to the person responsible for Communications. It is forbidden for any employee to communicate with the press, public authorities or external groups on behalf of the company without prior authorization.

 

7.8 COMMUNITY

Miracema-Nuodex is committed to contributing to the socio-environmental, economic, technological and business development of the communities where it operates, whether through socio-environmental projects or specific actions.

Interaction with the surroundings of the places where it operates is part of its social responsibility, and the company does this by maintaining open channels of dialogue with all the communities in which it is present.

 

8. BUSINESS INTEGRITY

Miracema-Nuodex is committed to respecting and strictly complying with the applicable laws and regulations of the country where it operates, including Law No. 12,846/2013 (Brazilian Anti-Corruption Law), Decree 11,129 (Regulation of the Anti-Corruption Law) and Law No. 9,613/1998 (Law on Money Laundering crimes).

In this sense, it is necessary to evaluate, as a preventive measure, through due diligence (integrity assessments) and background checks, the information regarding the ethical, fiscal, legal and financial suitability of its representatives, employees and, also, service providers/subcontractors, suppliers and candidates to join the staff, in order to know the integrity and legitimacy of their activities before starting any type of business or relationship with them.

Monitoring this information is necessary to maintain an effective Compliance Program.

The practice of any acts that constitute or may constitute a corporate crime or that put the image of the company, customers, representatives, employees, partners, service providers/subcontractors and suppliers at risk is not permitted.

In the case of job candidates, the information will be used based on specific recruitment and selection criteria, consistent with the profile disclosed, in full compliance with the provisions of items 9.2 and 7.2.

 

9. ETHICS COMMITTEE

The purpose of the Ethics Committee is to investigate reports received regarding violations of this Code and other company policies and procedures and to apply appropriate disciplinary measures.

Policies, rules and procedures that aim to protect the rights of the whistleblower and the person being reported must be observed, always respecting local legislation.

 

10. IRREGULARITIES, CRITICISMS AND SUGGESTIONS

Anyone who is aware of any irregularity, criticisms, suggestions or doubts about what conduct to adopt, or who is aware of a violation of this Code or its implications by any person, may not fail to do so and is obliged to bring the matter to the attention of Miracema-Nuodex, through the Reporting Channel, and the report may be made anonymously or with identification.

The receipt of reports will be managed by a specialized company and reported to the Ethics Committee.

The company does not allow any retaliation against a whistleblower who, in good faith, reports conduct contrary to the guidelines established in this Code of Ethics and Conduct.

 

11. NON-COMPLIANCE – CODE OF ETHICS AND CONDUCT

11.1 STAKEHOLDERS

Representatives, agents, and also service providers/subcontractors and suppliers who fail to comply with the rules described in this Code, the company's laws, policies, standards and procedures may be subject to apply sanctions, or terminate the existing relationship provided for in a contract or any instrument equivalent thereto.

 

11.2 REPORTING AND COMMUNICATION

Employees, representatives, agents and also service providers/subcontractors and suppliers, in addition to the community, customers and users of the facilities where the services are provided, when they become aware of any act that violates these Miracema-Nuodex rules, must report it through the Reporting Channel available via:

Other matters may be addressed through the communication channels available on its official website.