1. PURPOSE

The purpose of this Policy is to set forth the guidelines for the work and conduct of Employees, Managers, and Third Parties before national and international public bodies when carrying out their assignments on behalf of CSU.

This Policy complies with Law 12846/2013 and Federal Decree 8420/2015, pursuant to the text in force on the date this document was issued.

This Policy includes best governance practices regarding anti-corruption measures in Brazil and worldwide, undertaking a constant commitment to ensure the highest standards of integrity, together with transparency in processes and business sustainability.


2. SCOPE

This Policy applies to all Employees, Managers, and Third Parties of CSU Cardsystem S.A.


3. REFERENCES
  • Law 12846/2013 – Brazilian Anti-Corruption Act
  • Law 12529/2011 – Brazilian Antitrust Act
  • Brazilian Criminal Code
  • Foreign Corrupt Practices Act (FCPA)
  • UK Bribery Act (2010)
  • CSU’s Code of Conduct and Ethics
  • General Standard for Relations with Government Agents
  • General Standard for Associations and Business Partners
  • General Standard for Donation, Contribution and Sponsorship
  • General Standard for Gifts, Presents and Entertainment
  • Conflict of Interest Policy
  • Reporting Channel Policy
  • Consequences and Disciplinary Measures Policy

 

This Policy must be read and interpreted with CSU’s Code of Conduct and Ethics and other general management policies.


4. DEFINITIONS

The main terms mentioned in this corporate policy include:

Managers: Officers, board members and committee members.

Government Authority/Government Agents: Any person who has a public assignment, temporarily or permanently, with or without remuneration, regardless of the position or bond established. Including, but not limited to: (i) any individual working in the Executive, Legislative, Judiciary Power or in the State or Federal Public Prosecution Service; (ii) any individual working in state-owned companies, mixed capital companies, autarchies or public foundations; (iii) any individual working in a public utility company, such as electric power distribution companies or any educational or health institution; (iv) any candidate for public office or any member of a political party; (v) any individual working in diplomatic representations or in state-owned entities of a foreign country, as well as working in any company controlled by the government of a foreign country; and (vi) any individual working in public international organizations, such as the United Nations or the World Trade Organization.

Code of Conduct and Ethics: CSU’s Code of Conduct and Ethics, which is available on the CSU’s Investor Relations website and physically delivered to all employees at the time of admission.

Valuables: Money, gifts, travel, entertainment, job offers, meal, and work. May also include, but is not limited to, event sponsorship, scholarships, research support, and charitable contributions, even if they are for the benefit of a legitimate charitable organization.

People Related to Government Authorities: close people, friends, spouse or other family member of a Government Authority, obtaining the benefit of such condition.

Corruption: Misconduct, by a Government Agent, of any level or instance, or by private persons, individuals or legal entities, with the purpose to obtain an undue advantage for themselves, for others or for a group of people. It can also be understood as the act or effect of degenerating, seducing or being seduced by money, gifts, entertainment or any benefit or advantage that induces someone to withdraw, act or fail to act according to the law, morals, good customs and what is considered right in the social environment. No corruption will be tolerated, either with public entities or government agents or with private parties.

Employees: Employees duly hired and registered according to the applicable labor laws.

Extortion: Means coercing another person by threat or violence, to perform an act contrary to his/her will with the purpose of gaining some advantage.

Fraud: Intention to cause harm to third parties and/or to conceal the truth to avoid fulfilling obligations through bad faith.

Third Parties: Any individual or legal entity, hired by CSU and who has or is expected to have any kind of liaison with any Government Authority. Thus, for example, the following are considered Third Parties for the purposes hereof: agents, forwarding agents, consultants, lawyers, distributors, resellers, brokers, customs brokers, service providers, shippers, suppliers, etc.


5. GUIDELINES

5.1. General Guidance

Employees, Managers and Third Parties must never offer or grant to any Government Authority or People Related to Government Authorities any advantages, monetary or otherwise, to influence decisions that affect the company’s business; or a personal gain that could have some impact on CSU’s corporate interests; or to obtain confidential information on business opportunities, biddings or its competitors’ activities.

Employees, Managers and Third Parties must avoid any conduct that may appear as an impropriety.

5.2. Giving and Receiving Gifts and Presents

No gift or present may be offered, promised, given or received, directly or indirectly, to any Government Authority or People Related to the Government Authority, to influence the Government Authority’s decisions.

When it is appropriate to use gifts and presents, CSU’s employees and managers may only offer them as provided for in the Gifts, Presents and Entertainment Policy (POL.CPL.005).

5.3. Entertainment and Hospitality Benefits

All Employees, Managers and Third Parties are strictly prohibited from directly or indirectly promising, offering or providing any kind of entertainment or hospitality benefit to Governmental Authorities and People Related to Government Authorities, to influence the Government Authority’s decisions.

When it is appropriate to use Entertainment and Hospitality Benefits, CSU’s employees and managers may only offer Entertainment and Hospitality Benefits according to the Gifts, Presents and Entertainment Policy (POL.CPL.005).

5.4. Donations and Political Contributions

Donations and political contributions on behalf of CSU are prohibited. Employees, Managers and Third Parties must observe the provisions of the Donations and Sponsorship Policy (POL.CPL.004).

5.5. Social Responsibility, Social Contributions and Sponsorships

CSU takes seriously its obligations to make a difference in the locations where it operates.

In some locations, CSU operates through the “CSU Institute”, responsible for supporting social responsibility initiatives, such as social projects in Education, Work, Culture and Sports.

If the Employees, Managers, and Third Parties intend to practice such initiatives on behalf of CSU, they must coordinate their actions with the CSU Institute.

No Employee, Manager or Third Party may, on behalf of CSU, offer, make or commit to any contribution or donation or social responsibility project in exchange for any benefit related to CSU’s business interests or the individual interests of any of CSU’s Employees, Managers, and Third Parties.

To ensure that these operations do not facilitate money laundering or any other type of illegal activity, CSU’s Compliance area will carry out a due diligence regarding the identity and reputation of the organization or person, the identity of key participants, the nature of the organization’s activities and its relations with other entities.

All records related to donations and social contributions must be complete and correct, verifying and proving that the donations and contributions were intended and used for the purposes originally intended.

Sponsorships will be limited to legitimate commercial events in line with activities and business carried out by CSU and/or to cases in which there is evidence of any type of benefit to the community, such as, for example, cultural, educational, welfare, sports support actions, among others. Sponsorships must be onerous and the consideration to be received by CSU must be clear. Sponsorships involving foundations or any entities linked to persons who are or have at any time been Governmental Authorities or People Related to Government Authorities must be assessed and approved by the Compliance area with CSU’s Legal Department.

5.6. Participation in Biddings

Bidding is the procedure used by the direct administration bodies, special funds, autarchies, public foundations, state-owned companies, mixed capital companies and other entities directly or indirectly controlled by the Union, States, Federal District and Municipalities to contract services or purchase products from third parties.

The main purpose of biddings is to ensure equal protection of the laws, impersonality, morality, equality, and publicity in the selection of the most advantageous bid for the Public Administration and must be carried out in strict compliance with the applicable law.

Employees, Managers and Third Parties must always act in a transparent and honest manner in relation to any and all processes or procedures involving biddings or contracts with the Public Administration, nationally or internationally. All actions that may be characterized as a fraud in public biddings or manipulation of calls for bids are strictly prohibited.

All decisions taken in bidding procedures must be based solely and exclusively on strict technical, economic and legal standards, and must not, under any circumstances, take advantage of the improper use of any influence over the Government Authority or over competitors.

Employees, Managers and Third Parties may maintain contact with the responsible Government Authority during the bidding process only and solely to clarify technical questions regarding the rules and documents that must be submitted. Such contacts must be formalized in writing by letter, email or any other digital media.

5.7. Other Types of Benefits, including Employee Hiring

Favoritism (including securing internships and employment for People Related to Government Authorities; a charitable or other contribution in connection with CSU activities; lending a product or providing access to CSU facilities) will be considered an act subject to anti-corruption laws. According to these laws, “bribery” includes “anything of value” – that is, favors, jobs, conveniences, social donations or favorable opportunities provided directly or indirectly to business contacts and people who may have an impact on CSU’s business.

Regarding the hiring of interns or people related to government authorities, CSU’s Human Resources area is responsible for verifying if the candidate is or has been a Governmental Authority, as well as if the candidate has any kinship with any Government Authority. The result of the survey will be reported to the person responsible for Compliance, who will make the due recommendation.

Regarding the other benefits described above, Employees, Managers and Third Parties must recognize and address these situations with great caution and reach out to the Legal Department or the Compliance Area before offering or providing these benefits to any Government Authority or People Related to Government Authorities.

5.8. Mergers and Acquisitions Procedures

CSU will adopt a due diligence procedure before consummating transactions to purchase assets or companies, to analyze the involvement of the target company in acts of corruption and/or other legal violations, as well as the adoption of an Integrity Program to mitigate such events.

5.9 Money Laundering

Money laundering means the attempt to camouflage the illicit origin of financial resources by using these resources in legal operations, in an attempt to make it appear that the origin is lawful.

Money laundering is a crime under Brazilian law and a prohibited practice in any business conducted by CSU. Therefore, professionals who have evidence or suspicion of such practices must immediately contact CSU Compliance’s area for consideration, which together with the Legal Department will investigate the reported act.

5.10. Other Prohibited Conducts

Additional conducts strictly prohibited:

  1. Any type of corruption, extortion or fraud;
  2. Offering or accepting bribes or other undue incentives;

iii. Falsification of documents, expense reports, financial records, brands or products;

  1. Misappropriation, smuggling, falsification, corporate espionage or other unfair and anticompetitive practices.

The above list is merely illustrative and not exhaustive. Any illegal or immoral conduct is prohibited.

5.11. Accounting Controls

CSU has an internal accounting control system that requires all Employees and Managers to make and maintain detailed and reliable records that faithfully reflect the operations and disposition of the company’s assets. False, misleading or incomplete entries in such records or other documents are strictly prohibited. No funds or accounts that are not disclosed or registered, for whatever reason, may be established.

CSU’s property, plant & equipment will be regularly compared with accounting assets.

Expenses incurred by CSU’s Employees, Managers and Third Parties must be evidenced by a detailed description of activities and original bills of sale or invoices that reflect the amounts spent.

Both the presentation and conscious acceptance of false records, bills of sale, receipts and/or invoices are strictly prohibited and will be subject to sanction, including termination and legal action against the person(s) involved.

5.12. Third Parties

CSU’s operations complies with the highest standards of ethics and integrity and does business only with reputable, honest and qualified Third Parties.

CSU will always carry out a financial/equity, tax, and compliance analysis before hiring a Third Party, and will monitor its activities thereafter.

CSU will not hire Third Parties appointed or recommended by Government Authorities or People Related to Government Authorities, in disagreement with the practices described herein. Questions shall be directed to the Compliance area.

For the effectiveness of this Policy before Third Parties, the agreements entered into by CSU must include a specific clause referring to the compliance with the anti-corruption rules, according to Exhibit I, thus mitigating the risks of the practice of corrupt acts by Third Parties acting on behalf of CSU. In addition, the questionnaire “Third Party’s Compliance Analysis” (Exhibit I) and also the “ Term of Commitment to Compliance” (Exhibit II) are sent to the supplier and must be filled in and signed.

5.13 Violation of Law or Policy

5.13.1 Violations

Violations on this Policy will be investigated and assessed beforehand by CSU’s Compliance. Based on the findings and characteristics of each case, together with the Legal Department, the need to apply sanctions to the persons involved will be assessed, without prejudice to possibly notifying the due authorities, if applicable.

The sanctions on individuals may include disciplinary measures, including, but not limited to, termination for just cause, contract termination, without prejudice to other sanctions established in the Code of Conduct and Ethics and the Consequences and Disciplinary Measures Policy.

5.13.2. Duty to Communicate

Any Employee, Manager or Third Party who is aware of or suspects of an actual or imminent occurrence of any violation of this Policy must refer the matter through the Reporting Channel or contact CSU’s Compliance. The Company will never tolerate any act of retaliation against a person who reports, in good faith, suspected violations of the law, ethics or its policies.

The Reporting Channel, available 24 hours a day at http://www.canalintegro.com.br/csu, is a secure way of reporting violations of this Policy. The Reporting Channel is able to guarantee the confidentiality of the reported information, as well as the anonymity of people who use it, as set forth in the Reporting Channel Policy (POL.CPL.008).

 5.14. General Provisions

CSU will never tolerate any act of retaliation or penalty against a person who refuses to commit unlawful acts, even if it results in delays or loss of business.

Questions regarding the applicable law or interpretation of this Policy must be clarified with CSU’s Compliance area, and the following corporate email is also available to facilitate the access to the clarification of doubts: compliance@csu.com.br .

All cases of non-acceptance of the “compliance with anti-corruption rules clause” (Exhibit III) by Third Parties will be immediately referred to the Compliance area.

Reports concerning the issues dealt with in this Policy must be accompanied, whenever possible, by facts and concrete data.

All reports received by CSU will be treated with confidentiality, under the applicable law.

5.15. Training

CSU shall provide ongoing training with the purpose of:

  • reinforcing and raising awareness among its Managers, Employees, Third Parties and Partners on the damage and consequences of corruption in the lives of individuals, companies and society as a whole, keeping them ready to comply with the guidelines established in this Policy;
  • disseminating and perpetuating the principles and guidelines of its Code of Ethics and this Policy;
  • promoting specific training on conduct and relationship techniques with Government Agents;
  • providing guidance on the appropriate use of the Reporting Channel and its relevance in the business context.The content and periodicity of this training will be defined by the Compliance Area, which will monitor the training’s performance and its results.

6. GUIDELINES ON IMPLEMENTATION

This Policy must be fully implemented in all Business Units of CSU Cardsystem S.A.

Failure to comply with this Policy shall result in administrative sanctions under Consequences and Disciplinary Measures Policy.

For inquiries and questions regarding matters related to this Policy, employees may contact the Compliance area.

CSU encourages its Employees to report any and all suspected violations (by employees or third parties) to this Policy or to any of its internal policies. Employees can register their complaint with the Compliance Area through the website www.canalintegro.com.br/csu, remaining assured of the full confidentiality on their respective identity and on the content.


7. EXHIBITS

Exhibit I – Questionnaire on the Third Party’s Compliance Analysis

Exhibit II – Term of Commitment to Compliance

Exhibit III – Model Clause of Compliance with Anti-Corruption Rules


8. PREPARED BY
Name Position Area Unit
Danilo Contente Pereira Analyst III Corporate Audit and Compliance
Pedro Henrique Pezzato Hellmeister Manager Corporate Audit and Compliance

9. REVIEWED BY
Name Position Area Unit
Fábio André Cícero de Sá Superintendent Legal Department Corporate

10. BACKGROUND
Review Nr. Responsible Approver Description of the Amendment
0 Célio Rorato Junior Board of Directors Initial Issuance

11. APPROVALS

Document approved according to the Minutes of the Board of Directors’ Meeting held on February 26, 2019.


QUESTIONNAIRE ON THE THIRD PARTY’S COMPLIANCE ANALYSIS

Provider’s Name:  _______________________________________________________________________

Corporate Taxpayer’s ID/Individual Taxpayer’s Id:

_______________________________________________________________________

 

  1. List the details of individuals and legal entities that hold a direct or indirect equity interest in the company. If the company is a publicly-held company (S/A), the individuals and legal entities that hold a direct or indirect interest, representing less than 5% of the company’s shares do not need to be informed, as long as they are not managers of the company. For legal entity shareholders, please provide details of the individuals.
Partner’s Name Corporate Taxpayer’s ID/ Individual Taxpayer’s Id: Shareholding Percentage

 

  1. Is any partner, statutory executive officer and/or manager a Politically Exposed Person (PEP), government agent, or has a kinship with PEP/public agent (Father, Mother, Children, Grandparents and Grandchildren)? If yes, please indicate name, Individual’s Taxpayer ID, governmental institution, position held and, if related, add the degree of kinship.

(      ) YES                    (      )NO

Fill in this field if one of the partners is a Politically Exposed Person (PEP)

Partner’s Name Position Held in the Government Institution Name

 

Fill in this field if one of the partners’ relatives is a Politically Exposed Person (PEP)

Relative’s Name Relative’s Taxpayer ID Degree of Kinship Position Held by the Relative Institution Name
  1. Does any of the shareholders have a kinship with any of CSU’s employee or manager? If yes, please indicate the shareholder’s name, the relative’s name, Taxpayer ID and the degree of kinship.

(      ) YES                   (      )NO

 

Fill in this field if one of the partners has a kinship relationship with a CSU employee.

Shareholder’s Name Relative’s Name Relative’s Taxpayer ID Number Degree of kinship

 

  1. Is any of the shareholders a CSU employee? If yes, please indicate the shareholder’s name and position held at CSU.

(      ) YES              (      )NO

Fill in this field if one of the partners is a Politically Exposed Person (PEP)

Shareholder’s Name Position Held at CSU

 

  1. As CSU’s Provider, your company foresees any kind of interaction with Public Officers, the Government, Government Entities or on behalf of CSU, such as, for example, obtaining / changing / renewing licenses, permits, licenses, etc.?

(      )YES                    (      )NO

Fill in this field if one of the partners is a Politically Exposed Person (PEP)

Activity Government Entity (if applicable)
  1. What is the date of formal incorporation of the company?

_______________________________________________________________________

  1. How many employees are there in your company today?

_______________________________________________________________________

  1. What is your company’s field of activity?

_______________________________________________________________________

  1. Please inform the name of the person legally responsible for completing this questionnaire.
Name of the Legal Responsible for the completion Position

 

 

Signature: _______________________________________________________________________

 


EXHIBIT II

TERM OF COMMITMENT TO COMPLIANCE

 

The company ______________________________________________________, with its head office located at ________________________________________________________ enrolled in the Corporate Taxpayer’s Registry [CNPJ, Cadastro Nacional da Pessoa Jurídica] under number ________________________, herein represented pursuant to its articles of organization, hereby undertakes the obligation to ensure – by itself and by its partners – that all services rendered to CSU are based on the principles of ethics, integrity and transparency, grounded on the following bases and guidelines:

  • Acting in accordance with the Law without using subterfuge to obtain undue advantages. Thus, it is prohibited, either directly or indirectly, to request, induce, offer, promise, authorize undue advantage, money, favors or any type of benefits, including the lending of goods and resources to government agents, their close relatives or any third party related to them, to influence decisions in favor of CSU, or that involve any personal benefit;
  • Reporting to CSU’s corporate channel (Independent Channel) any situation concerning undue conduct that may expose the image of the company and/or its members, through the website: http://canalintegro.com.br/csu ;
  • Ensuring that all interaction with government agents, regarding the agreement entered into with CSU, is carried out in the presence of, at least, one CSU member and that meetings and/or decisions taken in this context are formalized in minutes.

We undertake to follow the assumptions and guidelines set forth herein. Any act performed in non-compliance with these assumptions must be immediately communicated to CSU and may result in the termination of agreement contract, without prejudice to the applicable measures to establish the damages arising from such breach.

 

Barueri, ____________________ ____ , ___________.

 

__________________________________________

Company Name

Name of the Legal Representative – (Individual Taxpayer’s Id)


EXHIBIT III

CLAUSE OF COMPLIANCE WITH ANTI-CORRUPTION RULES

  1. The Parties state, on the date in which this document was signed, that they comply with the Brazilian and foreign laws to which they are subject, as well as the Brazilian and foreign laws that have as their purpose fighting or mitigating the risks related to corruption, damaging acts, violations or crimes against the economic or tax order, “laundering” or concealment of assets, rights and goods, against the Brazilian or foreign public administration, including, but not limited to, illicit acts that may give rise to administrative, civil or criminal liability under Law 8137, of December 27, 1990; Law 8429, of June 2, 1992; Law 8666, of June 21, 1993 (or other rules for bidding and public administration agreements); Law 9613, of March 3, 1998; Law 12529, of November 30, 2011; and Law 12846, of August 1, 2013, which must be observed by the Parties throughout the term hereof.
  2. Neither Party may, in disagreement with the applicable law, directly or indirectly, make any offer, payment of any amount, or offer, give a gift, promise to give, or authorize anything, to any government agent, any political party or employee thereof, any candidate for political office or person directly or indirectly linked to them with the purpose of obtaining an undue advantage.
  3. Additionally, the Parties must observe and comply with the Code of Conduct and Ethics and CSU’s Anti-Corruption Policy, available on the website http://csu.riweb.com.br/, which the CONTRACTED PARTY states to know, including, but not limited to, the fight against corruption, the preservation of the environment, the compliance with health and safety standards at work and the conduct of its business in a sustainable manner, as well as the respect for consumers, employees, service providers and the communities established in the places where the parties operate.
  4. The CONTRACTED PARTY states that it adopts programs of structured integrity, applied and updated according to the characteristics and risks of its activities, under the terms of Decree 8420, of March 18, 2015, to ensure the faithful compliance with the laws indicated above.
  5. Any violations of the provisions under this clause may be reported to CSU’s Reporting Channel through the website http://www.canalintegro.com.br/csu
  6. The CONTRACTED PARTY must immediately notify CSU if it is or will be involved, directly or indirectly, in investigations or administrative or judicial proceedings due to damaging acts to the Brazilian or foreign public administration, without prejudice to the possibility of immediate termination of this Agreement, regardless of prior notice, at CSU’s discretion