Code of Conduct
Dear Employees, When we formalize our values, we take on a commitment to practice them, to strengthen them and to create the means to disseminate and share them, thus making them the principles which will always guide our behavior, attitudes and decisions. Our values are the foundation, the solid base, for our evolution and growth. The Code of Conduct of Grupo Lwart, presented here, is an important instrument which has as its objective to guide us day by day in exercising our values. More than a set of rules, the Code of Conduct is a manual which sets out clear directions, establishes standards, and specifies desired behaviors. Adhering to and complying with the rules established in our Code of Conduct are essential for performance in the companies of Grupo Lwart, and it is through the conduct of each of us, through our behaviors and our attitudes in the workplace, that the Code will be implemented and take root in all our pursuits. I take great satisfaction in presenting to all of you this highly valuable instrument. I am certain that the Code of Conduct will help us become, more and more, a cohesive team, conscientiously and actively growing and constantly seeking excellence in our business. Sincerely, Carlos Renato Trecenti Director and President of Grupo Lwart Glossary Main concepts used in this code: Company All the units which make up Grupo Lwart, including subsidiaries and branches. Employees All the employees and management of the Company. Managers All the employees who exercise any position of formal authority. Partners Companies and subcontracted employees who develop activities in the units which make up Grupo Lwart. Community Localities surrounding the units of Grupo Lwart. Principles Rules for good conduct by which all employees are governed. Bribe To offer money or any other thing of value in order to obtain something illegal or immoral. Proactive Taking action to resolve problems before they occur; someone or some approach which anticipates problems, changes, or future needs, and is able to anticipate and mitigate incidents in an able and competent manner. 2 3
Integrity To conduct ourselves in an honest, transparent and ethical manner. Reliability To be consistent, prudent and balanced. Innovation The ability to introduce new ideas and solutions. Values Simplicity To value simple, practical ideas. Entrepreneurship The ability to identify and implement opportunities. Valuing People To invest in the growth of our collaborators, respecting diversity. Sustainability Act today, taking care of the future. 4 5
Purpose To express a set of principles and values which will guide the Company s conduct and which will be followed by each of our employees in their relations within and outside of the Company. Objectives To serve as a guide for the conduct required of employees, both in their mutual relations and in the relations which, in the name of the Company, they maintain with partners, customers, suppliers, competitors, the community and public authorities; To set individual and collective standards for employees attitudes and behavior, always based on the values cultivated by the Company; To eliminate practices which depreciate the internal environment, degrade relations between employees, and place our business reputation at risk; To reduce the possibilities for personal interpretations of the ethical principles adopted by the Company. Application The principles contained in the Code of Conduct apply to all employees and to the various groups connected with the Company, such as partners, customers, suppliers, unions, representatives of public agencies and members of the community. Dissemination All employees shall formally acknowledge this Code, which is to be widely disseminated and made available for consultation at all times. The Human Resources department is responsible for making the Code known to new hires and for maintaining a record of their agreement to it. Managers in each area are responsible for dissemination of the Code among their employees, for clarifying any doubts, and for verifying employees understanding of its contents and application. The Code will be available on the Intranet and, for the information of third parties, on Grupo Lwart s website. Principles and General Standards of Conduct 6 7
1 2 Grupo Lwart acts in a proper, transparent and ethical manner, and regulates itself by obeying applicable laws, rules and regulations, as well as by fulfilling the obligations it assumes. Therefore the Company does not allow: 1.1) Exploitation of child labor or maintenance of workers in inhuman working conditions. 1.2) Utilization of bribes, gratuities or any other illegal or improper payments or receipts with intent to obtain, retain or influence business or give or receive any kind of special or favored treatment. 1.3) Payments to government employees as gratuities or rewards for performing their functions, facilitating services, or conceding favorable treatment or advantage. Grupo Lwart values people, invests in its employees development, and respects diversity. For these reasons: 2.1) It does not allow any form of discrimination or prejudice (such as race, color, ethnic origin, gender, age, religion, social class, marital status, political associations, sexual orientation, mental or physical disability) in relations between employees or in recruiting and hiring, compensation, promotions, dismissals or other practices relating to work opportunities. 2.2) It does not allow conduct which exposes people to humiliation, embarrassment or risk, or which disrupts them in the work environment or in their relations with the Company, such as offensive language, threats, intimidation, sexual harassment, physical or psychological aggression or persecution. 2.3) It does not permit consumption or possession of alcoholic beverages or illegal drugs in the workplace or in any circumstances in which an associate could be connected to the company, nor that anyone remain on Company property while under the influence of such substances. 8 9
3 2.4) It does not permit the carrying of any kind of weapon on Company property or during working hours, except for workers expressly authorized by official agencies. 2.5) It requires that access to personal information maintained in its files remain restricted to people who need to know it as formal component of their responsibilities. Such employees are not permitted to reveal such information to unauthorized colleagues or to third parties, or to improperly utilize it. 2.6) It recognizes union organizations as legal and legitimate representatives of its employees, and seeks to maintain continuing dialog and understanding and a climate of respect and dignity in negotiations and resolution of labor and union conflicts. 2.7) It continuously promotes training for its employees and values the dissemination of knowledge. Accordingly, it expects employees to take advantage of the opportunities offered for them to acquire new skills, to regularly evaluate themselves, and to pass on the knowledge they have gained. Grupo Lwart has as its mission to achieve results not only for shareholders, employees, and customers, but also for the communities where it operates. Therefore: 3.1) It maintains channels of communication and dialog with these communities, cooperating with public authorities and supporting projects aimed at the communities economic, social, environmental and cultural development. 3.2) It encourages employees to get involved as volunteers in social action and community activities designed to improve the quality of life in the communities. 3.3) It is not opposed to employees participating in political and party activities, as long as it remains of a personal nature and is done in a manner so as not to interfere with their job responsibilities. Such activities should not take place in the workplace, nor involve company materials or equipment. 10 11
4 Grupo Lwart is concerned with promoting sound and sustainable enterprises. Its activities and operations are conducted in a consistent manner, with security and balance, acting today without neglecting the future. Consequently, the following is put into effect: 4.1) An employee who maintains other employment concurrent to that with the Company shall inform his or her immediate supervisor, who will evaluate possible conflicts with the Company work schedule and with the associate s commitment to performance in the position for which he or she was hired. 4.2) Employees may not engage in consulting, occupy any position or maintain any association or membership which gives them authority or influence in any competing company, or engage in any activity which could represent a conflict of interest with Grupo Lwart. 4.3) Persons who, because of their position or responsibilities, have access to information of a confidential or strategic nature, which has not yet been disclosed publicly, shall maintain a strict commitment to confidentiality, shall not pass on such information to unauthorized colleagues or to third parties, and shall not obtain any personal benefit from this knowledge. 4.4) The Company s property, equipment and installations, as well as all other Company resources, are intended for exclusive use in Company operations and shall not be utilized for private ends to the detriment of the needs and interests of the Company. 4.5) Information and communication equipment and technological resources are property of the Company for use in activities in its interests. Their use shall comply strictly with established Information Security Policies, which are available to all users. 4.6) No employee shall accept, for personal gain, any presents, gifts or services from customers, suppliers, commercial partners or any persons or entities which maintain or come to maintain any relationship with the company. Not included in this prohibition are institutional gifts of small value, clearly identified with the name or logo of the offering organization, such as pens, calendars, notepads, notebooks and similar items. Any gifts, presents or services which are inadvertently received, and which do not fall within the above categories, shall be forwarded to the Human Resources Department (Internal Marketing) for disposition. 4.7) Employees are not permitted to request donations of any kind from suppliers or subcontractors for the purpose of providing financial or material resources to third parties for promotions, events, campaigns or social activities. 4.8) Employees are not permitted to offer for sale any products or services in the workplace. 4.9) The hiring of relatives is permitted as long as one relative is not in a position directly subordinate to another. Relatives shall also be subjected to all steps in the hiring process, with no advantage over other candidates allowed. 4.10) Utilization of the Company brand shall be integrated with its marketing interests and promote its corporate image, consonant with directives established by Corporate Marketing. 4.11) Contacts with the press or other parties interested in information relevant to the Company shall be undertaken exclusively by the persons designated for this purpose by the Company s Directors, and unauthorized persons are prohibited from speaking with the press in the name of Grupo Lwart. Any requests of this nature shall be directed to Corporate Marketing. 12 13
4.12) All employees and subcontractors shall conduct their operations and projects in conformity with the standards, policies and internal procedures of the Company for matters related to health, safety and the environment. 4.13) Selection of suppliers to the Company shall take into consideration the quality of the products or services offered, appropriate pricing, technical reliability, financial fitness, compliance with legal, labor, tax and environmental obligations, and integrity in the conduct of negotiations. Qualified suppliers, in the same or similar positions, shall receive equal treatment and have the same opportunities at all stages of the selection and contracting process. 4.14) Employees shall express their opinions, suggestions, complaints, criticisms and accusations in an appropriate manner to the managers of their departments, proceeding in a proactive manner with a view toward the continual improvement of the processes in which they are involved. 4.15) Any work product of intellectual nature developed within the company is the exclusive property of Grupo Lwart, even after the dissmissal of any associate who developed it or contributed to its development. Grupo Lwart aspires to position itself among the most competitive businesses in the sectors in which it operates, and to achieve recognition for its entrepreneurial ability and its ability to create value. With the objective of developing its employees ability to identify and make the most of opportunities, introduce new ideas and solutions, and value simple and practical initiatives, the following is put into effect: 5.1) Managers shall provide for their employees a climate of openness which stimulates them to develop their initiative, creativity and proactivity, adopting an entrepreneurial and innovative posture. Constructive criticisms, made in a direct manner and by appropriate means, shall be received as demonstrations of interest and taken into consideration by the responsible parties. 5.2) Incidental errors committed by employees, after evident efforts to correct them, shall be handled with understanding and constructive counseling. Repetition of errors, resulting from inattention, negligence or lack of interest, deserves special attention and rigorous correction. 5.3) Managers shall cultivate delegation of authority and granting of responsibility to employees as means of decentralizing decision-making and attaining goals. Delegation, however, requires monitoring of fulfillment of the responsibilities delegated, and feedback to the individual to whom they were delegated. 14 15 5
Declaration of Commitment 5.4) Praise is a form of guiding an associate s performance and recognizing his or her effort, dedication and ability at work. Praise may be formal and recorded in the associate s file, or informal and given verbally, and may be made public and communicated to the work team. But verbal warnings shall be in private and given in a constructive manner, with care not to infringe upon the employees dignity. It is good practice to praise in public and criticize in private. In all cases, however, respectful treatment between managers and employees, in an instructive, professional and impartial climate, shall take precedence. All Company employees, upon receiving the Code of Conduct, shall sign a Declaration of Commitment, in which they commit themselves to comply with the Code and to diligently work for its fulfillment. The Declaration of Commitment shall be maintained in the associate s file. This page should be accentuated and the Declaration of Commitment should be completed on the back. 5.5) All employees shall be assured of equal opportunities for growth and development within the Company, with precedence given to evaluation criteria based on the merits, competencies, and abilities required for the job, and on each individual s capacity to contribute. 5.6) Mangers shall acknowledge the work and ideas of subordinates and colleagues. 5.7) Anybody of a supervisory position is an example for the employees in his or her team and shall govern his or her conduct according to the expressed values of the organization, acting as an agent for dissemination of these values, within and outside of the Company. It also is the responsibility of supervisors to guarantee that their employees know and apply the precepts of this Code, as well as the policies and standards of the Company. Cut here 16
Declaration of Commitment Cut here Conduct Committee The Conduct Committee is comprised directors and the manager of Human Resources, and has authority to: 1) Investigate reports of violations of the Code s standards and decide on corrective action as it deems necessary; I declare that I have read and understood the Code of Conduct of Grupo Lwart, and I undertake a commitment to comply with it in all my actions, as well as to diligently work for its fulfillment by all persons to whom it applies. Date and place Signature Complete name 2) Respond to any questions or requests for clarification of the provisions of the Code which may arise, deciding issues not stated in the Code and/or interpreting its provisions. 3) Promote constant updating and adjustment of the Code and its dissemination to all concerned persons, within and outside of the company. REPORTS OF VIOLATIONS Any person may report a violation of the Code by filling out the appropriate form, including all available information about the occurrence, and transmitting it to any member of the Committee, or by way of an electronic form available on the Intranet. The person making the report may choose to identify himself or herself, or not, and will be assured of anonymity. It will be the responsibility of the Chairman of the Committee, upon receiving the report, to call a meeting within a period of 10 (ten) days to decide, along with the other committee members, the action to be taken. CLARIFICATIONS Any person may request clarification of the provisions of the Code of Conduct by filling out the appropriate form and transmitting it to any member of the Committee, or by way of an electronic form available on the Intranet. The Chairman of the Committee may, in his discretion, respond to the presented question personally or in consultation with the Committee. A period of 30 (thirty) consecutive days is provided to present conclusions in writing and transmit them to the requester. It shall be the responsibility of the Chairman of the Committee to fully publicize any clarifications of the Code of Conduct. RESPONSIBILITY OF MANAGERS It is important to emphasize that it shall be the responsibility of the managers to apply sanctions for infractions of the provisions of the Code of Conduct on the part of their employees. Only cases presenting doubts should be forwarded to the Committee. 19
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