Compliance Policy


1. INTRODUCTION

Achieve and maintain compliance, means being in compliance with laws, standards, regulations, decrees, policies, procedures and other internal or external devices (federal bodies, countries, markets, customers, suppliers and other third parties), achieving ethics, morals, honesty, transparency, in a strategic way, ensuring means for the correct management of the risks to which the business is exposed.

Miracema-Nuodex, headquartered in Campinas, São Paulo, a chemical industry, in view of its relations with public bodies, mixed economy organizations and, eventually, with bodies and institutions headquartered and regulated by international legislation, undertakes to meet the requirements of anti-bribery laws and standards applicable to its business:

  • Anti-Corruption Law 12,846/13 and its amendments;
  • Decree No. 8,420/15;
  • CGU ordinances, Compliance manuals and any other devices, and, when applicable, also comply with the US Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act (UKBA), laws related to money laundering, conflicts of interest and good compliance and anti-bribery practices adopted by the market.

Failure to comply with requirements, when identified and investigated, constitutes misconduct and generates consequences in relations with the company's stakeholders: government, customers, partners, society, employees, business partners.

 

2. OBJECTIVE

This document aims to reiterate Miracema-Nuodex's commitment to fulfilling its duties honestly and transparently and in full compliance with applicable anti-bribery and anti-corruption legislation, assisting all those involved in identifying possible risk situations and forms of action.

Furthermore, it provides general guidelines for the compliance area, with a focus on ensuring compliance with legislation, standards, policies, procedures and other provisions, fostering the culture and practice of being in compliance, in addition to preserving the company's good image and reputation.

 

3. SCOPE AND APPLICATION

This policy applies to the entire company and interested parties: partners, Miracema-Nuodex headquarters, compliance area, communities, customers, suppliers and any third parties that do business with the company or act on its behalf.

 

4. COMPETENCIES

The Compliance area has direct and immediate access to senior management should any concerns need to be raised regarding compliance and anti-bribery, as well as leading the Ethics Committee, ensuring the decision-making process is free from actual or potential conflicts of interest. If there is any compliance or anti-bribery concern involving senior management, the Compliance area is responsible for calling a meeting with the board of directors to explain the situation and seek the necessary guidance and support to deal with the matter.

The focus of the Compliance area is to act in such a way as to:

  • Prevent – List and prevent situations that may incur risks and take measures to mitigate them, in addition to defining contingency plans;
  • Detect – Monitor and control to reduce opportunities for illegal acts;
  • To correct – There is no tolerance for deviations from Miracema-Nuodex values, regardless of the hierarchical level involved.

 

5. DEFINITIONS

What can be considered an act of bribery and corruption:

  • Bribe:
    • Promise, offer or give, directly or indirectly, any undue advantage to a public agent or private individual and to third parties related to them (with the exception of institutional gifts of non-commercial value) to encourage and/or guarantee better conditions, advantages or facilities, regarding the contracting of business of interest to Miracema-Nuodex and subsidiaries (when and if these are established);
    • Make any payment of additional fees to speed up routine processes of the public or private agent or their intermediary;
    • Financing or in any way subsidizing the practice of illegal acts against public administration or against the economic order;

 

  • Corruption¹:
    • Any deviation in conduct whose objective is to obtain an advantage for oneself or others, in exchange for money, goods or favors, in order to act outside the law, morals and customs.

¹ PASSIVE CORRUPTION: Requesting or receiving, for oneself or for another, directly or indirectly, even outside of one's role or before assuming it, but because of it, undue advantage, or accepting the promise of such advantage.

ACTIVE CORRUPTION: Offering or promising an undue advantage to a public official, to encourage him/her to perform, omit or delay an official act.

 

6. GENERAL GUIDELINES

a) All actions must be guided by the inalienable values of Miracema-Nuodex;

b) Leaders must practice and teach by example, encouraging stakeholders who interact with Miracema-Nuodex to maintain integrity, always seeking to safeguard the good reputation of the company and its people;

c) Identify and mitigate threats and risks present in the company, with assessment and management of their respective impacts;

d) Ensure compliance with the Code of Ethics and Conduct regarding: legitimization, dissemination, treatment, resolution of reports and improvement of processes;

e) Support the development and dissemination of corporate policies (guidelines), incorporating compliance guidelines and monitoring compliance with these;

f) Support in adherence to legal requirements, in third parties and in Miracema-Nuodex itself;

g) Develop training and qualification programs to promote compliance and combat corruption;

h) Provide and advise leaders and partners on knowledge and tools that promote and consolidate the implementation of compliance, making them feel co-participants and co-responsible;

i) Assess the integrity of business partners in order to mitigate compliance risks, including those related to bribery;

j) Carry out continuous monitoring of the compliance program in order to assess internal controls and prepare a recommendation plan;

k) Encourage reports made in good faith, when interested parties are aware of any potential or actual situation of fraud or corruption, non-compliance with the Code of Ethics and Conduct or any deviation in behavior, through the Miracema-Nuodex reporting channel;

l) Monitor the investigation of reports and application of disciplinary measures defined by the Ethics Committee and, when third parties, the sanctions as provided for in the contract;

m) Not to use child labour and combat all forms of modern slavery, including the elimination of trafficked, forced, slave and involuntary prison labour;

n) Not tolerate any inhumane treatment of employees, including any form of physical, sexual or verbal abuse, harassment, or any other forms of intimidation, including the threat of abuse;

o) Eliminate all forms of unlawful or unfair discrimination. This includes discrimination in recruitment, pay, access to training, promotion, termination or retirement, based on race, caste, national origin, religion, age, disability, gender, marital status, sexual orientation, trade union membership or political affiliation, or based on actual or perceived disease status.

 

6.1. ANTI-BRIBERY AND CORRUPTION

Miracema-Nuodex works towards continuous improvement of its processes and, by monitoring the practices adopted, verifies and ensures that compliance with legal requirements is being observed. For the purposes of this policy, the organization determines that all those to whom it is intended must:

  • Refuse to participate in any activity that poses any risk of corruption or bribery, including informing about the commitment to this policy and the Miracema-Nuodex Code of Ethics and Conduct;
  • Report the incident immediately through the Miracema-Nuodex reporting channel for action, as set out in the company's Code of Ethics and Conduct.

Additionally, Miracema-Nuodex does not tolerate retaliation, discrimination or disciplinary actions (e.g. threats, isolation, demotion, prevention of promotion, transfer, dismissal, harassment, victimization or other forms of intimidation) practiced against the whistleblower.

 

6.2. RELATIONSHIP WITH PUBLIC AUTHORITIES

Miracema-Nuodex complies with current legislation and values having an honest and transparent relationship with the government, not tolerating and prohibiting any acts of corruption and bribery committed by its employees or interested parties. Therefore, Miracema-Nuodex, or on its behalf, is prohibited from promising, offering or giving, directly or indirectly, undue advantage to a government official or to a third party related to him/her.

Employees must formally communicate to the company, for assessment of possible implications of conflict of interest, their family relationships with public agents with decision-making power in the scope of business and operations with government bodies and entities.

Occasionally, holding meetings with the public agent may be necessary. It is recommended that the organization participate:

  • With the presence of more than one representative acting on your behalf;
  • Take place during business hours, at the company's office, at official offices or at the address of branches (when and if these are established), when necessary.

 

6.3. BIDDING

During the bidding process, Miracema-Nuodex may have more contact with the public agent, and therefore, this must be conducted in strict compliance with ethical principles and laws, being prohibited:

  • Defraud the competitive nature of a public bidding process, manipulate, impede, or obtain undue advantage;
  • Drive away competitors through fraud or offering advantages of any kind;
  • Fraudulently create a legal entity to participate in a bidding process;
  • Obtain undue advantage from modifications or extensions of contracts entered into with the public administration, without legal authorization;
  • Manipulate or defraud the economic-financial balance of contracts entered into with the public administration;
  • Participate in any negotiations with those responsible for evaluating bids and bidding documentation.

 

6.4. RELATIONSHIP WITH THE PRIVATE SECTOR

In all relationships with the private sector, Miracema-Nuodex reinforces the need to observe its policies and rules of conduct to ensure integrity in relationships with third parties.

In the same way as in relationships with public authorities, employees and interested parties must act with integrity in negotiations, observing the principles of free competition and complying with these guidelines as well as what is set out in CEC.01 – the company’s Code of Ethics and Conduct.

The organization has an inflexible stance on acts related to corruption, bribery and conflict of interest, and does not support any act that is contrary to its values, internal and external laws.

 

6.5. FAIR COMPETITION

Miracema-Nuodex respects its competitors and does not carry out actions that could be interpreted as anti-competitive, and the following are prohibited:

  • Limit, distort or harm free competition or initiative
  • Arbitrarily increase profits;
  • Abusively exercising a dominant position in the market, committing an infraction of the economic order.

 

6.6. TRANSACTIONS WITH THIRD PARTIES

Interested parties, authorized by power of attorney to act on behalf of Miracema-Nuodex, before public agents/bodies, for example, dispatchers, lawyers and consultants, must follow the guidelines of this policy, always acting in accordance with local legislation and observing integrity standards compatible with those of the company.

Employees and third parties are prohibited from paying, offering, accepting or requesting bribes on behalf of the organization or when acting in its interest..

Before entering into any partnership with a third party, the company assesses aspects of integrity, financial, legal, operational and others, relating to the potential partner to mitigate risks in entering into partnerships.

 

6.7. CONFLICT OF INTEREST

In relations with third parties, Miracema-Nuodex, as set out in its CEC.01 – Code of Ethics and Conduct, does not tolerate practices involving conflicts of interest, and therefore provides for the responsibility of its employees to complete DT.01 – Declaration of Transparency in order to clarify the relations that its employees have with the public authorities and with third parties (interested parties) of the company.

Employees and/or partners of the company are not permitted to use their position or position to obtain illicit advantage, directly or indirectly, for themselves, in conflict with the interests of the organization. As well as:

  • Using confidential information to obtain personal advantages;
  • Accepting entertainment, travel, gifts or benefits from third parties who act, represent or wish to do business with the company;
  • Carry out external activities that may affect the activities carried out for Miracema-Nuodex;
  • Have a personal interest that interferes with the assessment of a business of interest to Miracema-Nuodex;
  • Hire a service provider who is a friend or family member, outside the conditions practiced in the market by third parties with corresponding technical capacity;
  • Maintain private commercial relationships with representatives, agents and also service providers/subcontractors and suppliers, in which you may obtain privileges due to your responsibilities in the organization.

 

6.8. PAYMENT AND RECEIPT RULES

Company employees or stakeholders may not make, authorize, accept or receive, directly or indirectly, any payment, including facilitation payments.², undue good or advantage, regardless of the value, as an undue incentive to approve, obtain/retain business or otherwise gain/grant an undue commercial advantage for the company.

If the employee or interested parties are subject to any request, solicitation or requirement, whether directly by a public or private agent, or indirectly through any third party or intermediary, they must:

  • Reject it, including informing about the commitment to this policy and the organization's Code of Ethics and Conduct;
  • Report the incident immediately through the reporting channel for action to be taken, as stated in the Code of Ethics and Conduct.

 

• Payments made by Miracema-Nuodex must:

  • Reflect the value of the service provided or the product purchased, described in the contract or commercial proposal, approved by the person responsible and in line with the documentation proving the deliveries made to the company;
  • If there is a reimbursement of expenses, this must be accompanied by the respective proof, observing the specific policy for this to occur;
  • To be registered in the system and carried out by electronic transfer or bank slip registered at the bank to the bank account¹ specified in the supplier/service provider's registration documentation.

 

• No payment should be made:

  • In cash or by means of bearer documents;
  • The person other than the one hired.
  • All payment or receipt transactions must be recorded in a complete, accurate and detailed manner. Miracema-Nuodex complies with and respects applicable laws and regulations, maintaining all records and reports in an appropriate and compliant manner. The purpose of such provisions is to prevent companies from concealing bribes made and to curb fraudulent accounting practices.

²Facilitation payment is the term given to an illegal or unofficial payment made in exchange for services that the payer would be legally entitled to receive without making this payment. It is generally made to secure or speed up some process.

 

6.9. GIFTS AND PRESENTS

It is prohibited to offer or accept gifts and presents, and any other benefits or advantages, whether economic or not, to/from public agents, suppliers and others, with the intention of provoking, in the recipient, an action that may be considered inappropriate in the course of their work or as a form of reward, for behavior that may be considered inappropriate.

Gifts that can be offered or accepted by company employees are institutional and of non-commercial value., such as pens, notebooks, diaries, keychains, among others, containing the company logo.

 

6.10. ENTERTAINMENT AND HOSPITALITY

Expenses for business events (whether Miracema-Nuodex events or those of suppliers/service providers) must not be excessive or undertaken with the intention of influencing decisions. Expenses for meals, travel, accommodation or entertainment may only be offered/accepted if:

  • Are related to the business and/or arise from a business meeting;
  • The amount is compatible with the company's refund rules;
  • They are approved by the area Manager, and by the Governance, Risk and Compliance (GRC) area, when it is established.

Payment of these expenses to spouses, public officials and/or third parties who are not related to the business is prohibited.

 

6.11. POLITICAL, PHILANTHROPIC DONATIONS AND SPONSORSHIPS

Political donations are not allowed.

Sponsorships and philanthropic donations, when they occur, must be evaluated by the Board of Directors supported by the Governance, Risk and Compliance (GRC) area, when it is constituted, following existing internal policies, standards and procedures, always in a transparent manner and in accordance with established laws.

  • Before sponsorships and donations are made, the Governance, Risk and Compliance (GRC) area, when established, must be involved to carry out the assessment of the third party and identify the risks of the intended donation. If it is not possible to do so with the area in question, request a risk assessment from the contracted consultancy;
  • Sponsorships and donations must be transparent, have formal records and never involve payments in cash or to private accounts of individuals;
  • Donations of goods, merchandise and services may be made to support philanthropic causes, made without the expectation or acceptance of a competitive advantage in return and in compliance with current legislation;
  • Sponsorships and donations to charitable organizations must only be made with specific approval from the Miracema-Nuodex Board of Directors and must be recorded in the accounting and financial departments in accordance with current legislation and the company's internal rules.

 

7. COMPLAINTS

Miracema-Nuodex does not tolerate any violation of the guidelines established in this policy, whether by its shareholders, employees or interested parties.

Therefore, anyone who identifies any irregularity or any potential or actual situation of fraud or corruption, on the part of a partner, employees or interested parties, cannot remain silent and is obliged to bring the matter to the attention of the Ethics Committee, through the Reporting Channel, and the report may be made anonymously or identified, through the following channels:

Website: https://www.contatoseguro.com.br/miracema_nuodex

Customer Service Center: 0800-810-8237

The management and confidentiality of complaints are carried out by a specialized company. Reports received will be evaluated and, if necessary, an appropriate investigation will be carried out.

Miracema-Nuodex does not permit any retaliation against a whistleblower who, in good faith, reports conduct contrary to the guidelines established in this policy and in CEC.01- Code of Ethics and Conduct.

 

8. DISCIPLINARY MEASURES

Disciplinary measures for acts of violation of this policy, when applied by Miracema-Nuodex, are provided for in item 17 of the company's Code of Ethics and Conduct.

If the company discovers that any law has been violated, the matter may be reported to the appropriate authorities, which may result in penalties, fines, imprisonment or other forms of liability.

 

9. REVIEW FREQUENCY

This document will be subject to periodic changes, and must be reviewed at least once every two years, and/or as changes occur in applicable regulations and/or legislation, or as described and at its own discretion, so that it complies with CEC-01 – Code of Ethics and Conduct, with other Policies, Regulations, Standards and other guidelines set out by Miracema-Nuodex internally.

The review process must be conducted by the person responsible for maintaining the document together with representatives of the company's work teams.

This policy is effective from 01/08/2024.

MIRACEMA-NUODEX