CODE OF ETHICAL CONDUCT AND ANTI-CORRUPTION POLICY
COVERAGE MICROWARE's success over time is based on the principle of ethical conduct of its employees, who follow the careful observance of laws and internal regulations, and respect for the highest standards of conduct and ethical integrity. MICROWARE is based on the idea that no one in the company can sacrifice their integrity, either to obtain personal advantages or to benefit the business. The Code of Ethical Conduct and Anti-Corruption Policy applies to all employees
WORK ENVIRONMENT Microware respects and promotes human rights in its activities. Microware is committed to a nondiscriminatory work environment and prohibits discrimination and harassment of any person based on race, color, national origin, creed, religion, age, gender, sexual orientation, disability or any status protected by law.
The diversity of people promotes greater professional and personal experience, contributing to a differentiated service for a range of customers that is also diverse. The application of diversity standards to contracts with suppliers and customers is a demonstration that business is based on quality service, credibility, and price.
SECRECY AND CONFIDENTIALITY All employees are responsible for maintaining confidential or non-confidential information related to Microware, clients and suppliers, as explained in the MICROWARE REGULATION and in the GENERAL TERM OF UNDERTAKING OF SECRETY AND CONFIDENTIALITY.
INSIDER TRADING POLICY Insider information is understood as any non-public information regarding a public entity. Insider trading is governed by laws, including those prohibiting insider trading. Microware conducts itself to ensure compliance with laws to prevent improper occurrences.
ANTI-CORRUPTION POLICY
5.1. Objective and Scope To describe and explain the prohibitions against bribery and corruption and other fraud in all operations of Microware Tecnologia de Informação Ltda. (parent company and subsidiaries) establishing the guidelines and conducts, ensuring that Employees observe the requirements of the Brazilian Anticorruption Law (Federal Law No. 12,846 sanctioned on August 1, 2013) and Decree No. 8420/2015, reinforcing the commitment to conduct its business with the highest standards of honesty and integrity. This Policy shall always be interpreted and complied with in conjunction with Microware's INTERNAL RULES. This Policy applies to all Microware employees, officers, customers, suppliers and partners.
5.2 Rules 5.2.1 Introduction Microware (parent company and subsidiaries) is committed to promoting ethical conduct in accordance with applicable laws, principles and values set forth in its BYLAWS. Microware (parent company and subsidiaries) shall comply with all laws that it is bound by, including international or transnational laws where applicable.
5.2.2 General Considerations about the Anticorruption Law - Law 12,846/2013 and Decree 8420/2015 The anti-corruption law, regulated by Decree No. 8420/2015, provides for the administrative and civil liability of persons for acts committed by their employees or third parties acting on their behalf, against the public administration, whether domestic or foreign.
Conducts prohibited by the Anticorruption Law I. Promising, offering or giving an undue advantage to a public agent or a third party connected to him/her; II. Proving to finance, fund or sponsor the practice of illicit acts; III. Hinder investigation or inspection activities by public agencies, entities or agents.
5.3 Culture and Awareness It is part of the Organizational Culture of Microware (parent company and subsidiaries) not to tolerate the practice of any act of non-compliance with the legislation, especially acts of corruption. All actions, programs, and projects are built and developed based on best practices and in strict compliance with the applicable legal system.
5.3.1 Responsibility of all employees Employees must maintain attention to situations that may indicate that improper advantages or payments may be occurring, and must report all suspicious situations to Microware's management. Employees must maintain special attention to transactions where improper payment or benefit may be received by any person, whether a Public Official, including their family members, or not, and must report all suspicious situations to Microware management. It is the responsibility of all employees to report any violation and/or suspected violation of the rules of this Policy. Reports of violations and suspected violations, whether identified or anonymous, may be made directly to Microware management.
5.3.2 Responsibilities of all Microware Suppliers and/or Business Partners
Microware's suppliers and/or business partners are expected to be fully aware of and comply with all provisions of the Anticorruption Law; No Microware supplier and/or business partner is authorized to offer any benefit on behalf of Microware in order to achieve improper advantage, especially in relationships with government officials; No Microware supplier and/or business partner is authorized to outsource, assign or share an obligation under an agreement without the express and prior authorization of Microware's (parent company and affiliates) agreement; It is the responsibility of all Microware's suppliers and/or partners to report any violation and/or suspected violation of this Policy; Reports of violations and suspected violations, whether identified or anonymous, may be made directly to Microware's Management.
5.3.3 Examples of Caution Microware's employees, administrators and suppliers or partners (parent company and subsidiaries) have a duty to ensure compliance with anti-corruption regulations, as well as with this Anti-Corruption Policy, by being vigilant regarding the activities and practices of other employees, partners or third parties, reporting suspected violations to Microware's Management.
These are examples of situations that require careful review:
Any refusal to comply with anti-corruption standards; Carrying out uncommon procedures or contracting outside the established procedures, without authorization of exception previously foreseen in Microware's norms (parent company and subsidiaries); Transaction with a third party that has a bad business reputation or refuses to provide all the data related to the business; An employee who identifies the occurrence of any of these situations, or any other suspicious situation, must report it (even if anonymously) to Microware's Administration.
5.3.4 Sponsorship The sponsorship of events or actions may be done without offending this policy or the Anticorruption Law as long as it is not linked to any purpose of undue benefit. In any case, approval by Microware's Management will always be mandatory, after presentation of a project detailing the amounts involved, benefits to the business and/or society, and information about the sponsored party. The project must include history and analysis of the sponsored party's profile, highlighting the unblemished reputation and non-involvement in situations with suspected or convicted crimes such as fraud and corruption crimes. Those responsible for the sponsorship proposal will also be responsible for monitoring the correct use of the assets given as sponsorship. All sponsorships must be based on formalized contracts between Microware (headquarters and subsidiaries) and the institutions receiving sponsorship.
5.3.5 Gifts and Hospitalities Gifts and hospitalities, understood as gratuities and payment of entertainment expenses, are permitted only for institutional, commercial or marketing purposes, and always in compliance with the laws, and Microware's Internal Regulations and those of the companies or entities with which it maintains relationships.
No gift, gratuity, travel or entertainment may under any circumstances be given to any person, whether or not a Government Official, to improperly influence or compensate for an act or decision, or as actual or intended compensation for any benefit to Microware (parent company and subsidiaries), its partners or employees (Own or Third Party).
Any form of gift that could be intended to achieve an improper benefit is not permitted. Situations in which institutional or advertising gifts or invitations, such as those displaying company logos and/or products, are of Nominal Value are excluded. Microware employees (headquarters and affiliates) are not permitted to accept gratuities, gifts or any benefit of any nature or value from persons in any way related to corporate activities (contractors, partners, customers, etc.) and otherwise capable of giving the impression that they are intended to obtain or provide an improper benefit.
Employees who receive benefits or gratuities outside the permitted cases must notify Microware's Management, who will evaluate the case of the act and forward the goods, when possible, for donation.
5.3.6 Participation in Bidding, Purchasing and Contracting All purchasing and contracting must be done in accordance with Microware's Procurement Policy and/or Contracts Policy. Contracting for goods or services through the use of undue influence over any person, whether a government official or not, is prohibited.
Employees of Microware (parent company and subsidiaries) may not receive or offer any type of gift or entertainment from any person, whether a Government Official or not, that may improperly influence or compensate an act or decision, as an actual or intended compensation for any benefit to the Company and its partners.
5.3.6.1 Specific situations Participation in Public Bids must follow strictly the provisions of the legislation in force. All information supplied must be true and accurate. No action to facilitate or circumvent the requirements of the bidding process is authorized. No action, direct or indirect, with any public agent or not, is authorized with the intent of securing a contract with Federal, State, or Municipal governments, seeking to circumvent competition rules.
It is forbidden any act with the purpose of
Frustrating or defrauding, through adjustment, combination or any other expedient, the competitive character of a public bidding procedure; Impeding, disturbing or defrauding the performance of any act of a public bidding procedure; To remove or seek to remove a bidder, by means of fraud or offering any kind of advantage; To defraud public bids or contracts; To create, in a fraudulent or irregular manner, a legal entity to participate in a public bid or to enter into an administrative contract; Obtaining undue advantage or benefit, fraudulently, from modifications or extensions of contracts executed with the public administration, without authorization by law, in the call for bids or in the respective contractual instruments; Manipulating or defrauding the economic-financial balance of the contracts celebrated with the public administration. Microware may choose to restrict its contracting with the public sector.
Microware (parent company and subsidiaries) must comply with all laws that apply to its business and activities. Information requested by fiscal auditors of any government entity must be answered truthfully, and it is not allowed to offer any kind of advantage to the auditor in order to avoid or impede the inspection and thus obtain undue benefit.
Control of compliance CODE OF ETHICAL CONDUCT AND ANTI-CORRUPTION POLICY Employees must be aware that violations of this Code will be treated with the utmost seriousness and will be subject to the applicable disciplinary actions, regardless of hierarchical level, without prejudice to the applicable legal penalties.
Violations may result in penalties at Microware's discretion, ranging from a warning to termination of employment consistent with applicable civil, labor, and criminal law. In cases where a violation may cause Microware harm, Microware may seek injunctive relief.
Microware (parent company and subsidiaries) controls compliance with this policy using internal tools, with emphasis on information from the Administration and Audits.
Direct Communication Channel Just as each employee is responsible for his or her own actions, Microware may also be responsible for the actions of others if it is clear that the employee knew that those individuals were violating the Code and did nothing.
Microware (parent company and affiliates) follows best practices in corporate governance, respecting the confidentiality of reports, and protecting whistleblowers by preserving the confidentiality of information.
Complaints should be sent to:
e-mail: condutaetica@microware.com.br or alternatively reported to Microware's management: Antonio Reis - President - +55-21-21-2199-2600
The confidentiality of those who raise concerns and reports will be respected, and retaliation or any embarrassment to the perpetrator will not be tolerated.
Term of Agreement The commitment of all Microware employees is essential for this Code of Ethical Conduct and Anti-Corruption Policy to be a true instrument of guidance and conduct and to be experienced and applied in everyday professional life.
Compliance framework that assures the company's integrity, compliance and qualifies it to sell to government owned entities.
