Anti-Corruption Policy

15566

2R Datatel believes in ethics as the foundation of all relationships, and therefore, has developed rules, procedures, and internal standards to formalize a management policy opposed to acts of corruption and violations of national legislation.

With 30 years of experience in the national market, 2R Datatel has always valued ethics in conducting its business. From this perspective, it has made public its mission, vision, and values, and has established an anti-bribery management system that promotes among our clients, employees, and business partners behavior compatible with our Policy.

The implementation of an anti-bribery policy is not only a way to make our values of credibility, continuous improvement, human appreciation, business sustainability, and strengthening relationships with clients, suppliers, and business partners effective, but also to contribute to the creation of a better country with a panorama of economic and social growth.

All company sectors must be involved and committed to the implementation, execution, maintenance, and improvement of this Policy and its parts.

This Policy reinforces the culture of integrity and ensures compliance with applicable anti-corruption legislation.

1 – Introduction

The Senior Management of 2R Datatel, with Anti-Bribery Compliance roles, having authority and responsibility, disseminates the context of its Policy and requirements, described in a clear and objective manner.

“To foster an atmosphere of respect and cordiality when dealing with the internal and external public, shareholders, business partners, communities, and employees. This implies transparency, upright conduct, valuing diversity ethically, and managing company affairs with integrity, adhering to prevailing laws and eliminating any personal interests.”

Corruption is an intolerable obstacle to efficiency and fair competition.

Ethical integrity in full compliance with laws and regulations and justice is a constant duty of all employees of 2R Datatel Teleinformatics Ltd.

This document, containing the anti-corruption policy and guidelines, defines the requirements and procedures related to the company’s policy to ensure compliance with applicable bribery and corruption laws.

It is essential to carefully examine and respect the principles established to:

1. Act according to corporate values;
2. Protect the company’s reputation;
3. Demonstrate the company’s commitment to the communities in which it operates;
4. Ensure compliance with all applicable anti-corruption laws.

2 - Objective

In line with the objectives of law 12.846/2013, Decree 8.420 of 03/18/2015, which addresses the administrative and civil liability of legal entities for the practice of acts against public administration, both national and foreign, and other provisions, from Law 8.666 of 06/21/1993 which regulates Article 37, subsection XXI, of the Federal Constitution, establishing norms for public tenders and contracts, and from Law 14.133 of 04/01/2021, Law on Tenders and Administrative Contracts, among others (“Anti-Corruption Law”), Applicable Foreign Legislation, and internal rules adopted by 2R Datatel Teleinformatics Ltd through the Code of Ethics and Business Conduct (“Code of Ethics”), this Anti-Corruption and Bribery Policy (“Policy”) aims to ensure that all adherents understand the requirements of the Anti-Corruption Law, preventive anti-corruption practices, legal and internal sanctions, as well as reinforce the mandatory nature of its compliance and reiterate the company’s commitment to corporate governance principles: transparency, fairness, accountability, and corporate responsibility.

Anti-corruption laws prohibit: Payments made directly or indirectly, including those payments made to any person knowing that such payment will be shared with a public official or a private individual, as well as offers or promises of payment or other benefit for corrupt purposes to public or private officials. Based on these laws, 2R Datatel can be held liable for acts carried out by any person acting on behalf of the company in relation to business activities.

The application of anti-corruption laws has become more frequent, and the sanctions have become significantly more severe. Legal entities that violate them can face substantial financial penalties, and individuals can be sentenced to prison terms and other types of penalties.

Such violations may also result in other consequences provided by law, such as a ban on contracting by public bodies, the confiscation of the profit of the crime, or claims for compensation. More importantly, the company’s reputation can be seriously harmed.

Aware that the first element in developing an effective anti-corruption strategy is represented by the ability to develop a thorough knowledge of prevention tools, this document also aims to sensitize employees by requesting strong commitment and constant attention to the understanding and implementation of these anti-corruption control mechanisms and related regulatory instruments provided in the performance of daily business activities.

3 – Scope

This Policy applies to the following individuals, who must faithfully comply:

(i) Employees of the company, from all departments
(ii) Senior Management

All must adhere to this Policy through the Adhesion Term (Annex I).

4 - Main Definitions

The main definitions necessary for the correct understanding of this Policy are:

  • Public Administration: a set of bodies and entities that perform the management and execution of public business or services, through public officials, at federal, state, and municipal levels.
  • Public official:
  1. Any person who holds a public office or function, even if temporarily or without remuneration, including office or function in public companies or mixed economy societies.
  2. Any person acting for or on behalf of a political party.
  3. A foreign public official is anyone who holds a public office, employment, or function in state entities or diplomatic representations of a foreign country, even if temporarily or without remuneration. Organizations of a public nature like foreign public officials are included.
  4. The definition extends to immediate relatives (spouse, parents, children, and/or siblings) of the public official.
  • Offering or promise of undue advantage: the mere fact of offering or promising an undue advantage, regardless of acceptance, already constitutes corruption.
  • Undue advantage: “anything of value”, not necessarily economic, offered with the intention of receiving favor in return (examples: dinners, scholarships);
  • Directly or Indirectly: the promise or offering of undue advantage may occur directly or indirectly, when the advantage is aimed at third parties who are related to the public official.
  • Fraud: intention to cause harm to third parties and/or conceal the truth to evade compliance with obligations through bad faith.
  • Tender: is the means used by the Public Administration to contract services or acquire products from a private company.
  • Public or administrative contract: contracts concluded between a private individual and the Public Administration.
  • Economic-financial balance of the contract: It is the harmony between the benefits established to the contractor and contracting party, keeping a certain proportionality between them.
5 – General Principles

One of the key factors in the reputation of 2R Datatel is the ability to conduct its business with loyalty, correctness, transparency, honesty, and integrity.

2R Datatel considers it a priority to disseminate the culture of legality, in absolute terms, in all activities and functions of the company, which commits to asking its employees to respect its guidelines and anti-corruption policies, based on rigorous principles of honesty and transparency.

Employees and senior management must maintain the reputation of being an upright and trustworthy entity, aware of their social and corporate responsibility, always acting in an honest, fair, legal, and transparent manner.

The actions of 2R Datatel must always be guided by honesty, integrity, transparency, and loyalty in human relations, with respect for and appreciation of the human being, in their privacy and dignity. Repudiating any attitude guided by prejudices related to origin, race, religion, social class, education, sex, sexual orientation, color, age, physical disability, and any other forms of discrimination.

2R Datatel repudiates the use of slave labor or analogous conditions, as well as the use of child labor and the exploitation of labor without fair remuneration, both within the company and in relation to its suppliers, customers, and other business partners.

6 - Compliance with the Law

Employees must refrain from practicing the acts of corruption listed, not exhaustively, such as:

  1. Promise, offer, or give, directly or indirectly, undue advantage to a public official, or to a third person related to them.
  2. Contribute to the practice of illicit acts against Public Administration for benefit.
  3. Use of an interposed physical or legal person to conceal or disguise their real interests or the identity of the beneficiaries of the acts carried out.
  4. Prevent or defraud tenders, public contracts, or any related acts.
  5. Remove or seek to remove a bidder fraudulently or by offering an undue advantage.
  6. Obtain an undue advantage or manipulate the economic-financial balance of contracts, through fraud, in contracts and/or related ones concluded with the Public Administration.
  7. Hinder the investigation or intervene in the action of supervisory bodies and regulatory agencies.

This prohibition is not limited to cash payments, but includes for bribery purposes:

  • Raffles.
  • Costs of attending to third parties, accommodation, travel, food, and transportation.
  • In-kind contributions, such as sponsorships.
  • Business activities, employment, or investment opportunities.
  • Confidential information that could be used to trade securities and regulated products.
  • Personal discounts or credits.
  • Facilitated payment, i.e., unofficial payments made in favor of a Public Official, to expedite, favor, or secure the exercise of routine activity or activity provided for within the scope of their functions by Public Agents.

2R Datatel prohibits any form of corruption, including, but not limited to, those described above, in favor of any person.

A person subject to the Code referred to in this document will be considered “Aware” that the payment or other utility will benefit a Public Official or a private third party or their relatives or persons indicated by them, if they have acted knowingly ignoring the warning signs or reasons for suspicion or if they have acted with gross negligence.

7 - Reporting Channel

The Reporting Channel of 2RDatatel is how employees or third parties can report unethical behavior or non-compliance with legislation, including suspicions of fraud and corruption.

All stakeholders, including but not limited to employees, suppliers, customers, shareholders, and business partners, among others, must report any concerns about potential ethical, moral, and corruption violations.

This means of communication is capable of confidentially receiving reports about improper or inappropriate behavior of its employees and senior management that contrast with the provisions of this Anti-Corruption Policy.

2R Datatel encourages and allows employees and interested parties to report all facts that, with a reasonable basis for conviction, generate suspicion or actual finding of bribery practice, or any violation or weakness of the anti-bribery management system. The reports are treated confidentially to protect the identity of the reporter and others involved or mentioned.

2R Datatel prohibits retaliation against whistleblowers or informants and protects those who report acts of retaliation.

This channel is extremely confidential and secure, ensuring impartiality in managing the matter, in addition to the confidentiality of the identity of those who use it and do not wish to be identified.

Identification of the whistleblower is not required.

2R Datatel provides various channels for reporting concerns or violations of conduct. Anyone can report a concern or violation through the following channels:

  • A ballot box is available at the company’s premises.
  • Specific email, canaldedenuncias@2rdatatel.com.br;
  • A reporting channel is available on the company’s website.
  • The direct leader or manager, in the case of employees.
  • Human Resources department.

The company is committed to enforcing the rules of this Policy through the Corruption Prevention Committee, composed of departmental managers and senior management.

The Committee monitors the application of the Policy by the recipients, including through the collection of any reports, even anonymous ones.

All those who report in good faith any violations of this Code are guaranteed utmost confidentiality.

8 - Preventive Practices

In refuting corruption, 2R Datatel underscores below some preventive practices to be followed by all Employees:

  • Understand the Anti-Corruption Law, the Code of Ethics, and related norms.
  • Seek information about the third party to be contracted and the service to be performed before contracting.
  • Develop a critical sense to be able to identify attitudes that may result in undue advantage, and not to practice them.

Avoid and seek clarification about contracts strange to the company’s activity, invoices without an identification number or description of the services provided; meetings with public officials outside the scope of work; proposals of apparent accounting artifice to conceal or in any way cover up payments; refusal to sign contracts containing anti-corruption clauses.

Use the company’s Reporting Channel.

9 - Penalties

Civil, criminal, administrative, and disciplinary penalties may result from the violation of the Anti-Corruption Law, this Policy, and the Code of Ethics.

The legislation brings severe penalties, both to individuals and legal entities, ranging from restrictive freedom penalties, substantial fines, and compulsory dissolution of the legal personality.

In addition to the sanctions provided by law, the Employee, individuals, or legal entities related to them, who directly or indirectly breach or encourage the breach of any anti-corruption rule, are subject to penalties to be applied by 2R Datatel, including contractual termination, at the discretion of 2R Datatel, without prior notice, at no cost to 2R Datatel and without prejudice to the application of damages and the fine provided in the said contract.

10 – Political Contributions

Political contributions can constitute a crime of corruption and therefore present the risk of resulting liabilities, as they can be used by a company as an improper means of corruption to maintain or obtain a commercial advantage (such as winning a contract, obtaining a license, or having legislation defined in a favorable sense). 

Because of these risks, 2R Datatel refrains from any direct or indirect pressure on politicians; it does not finance parties, their representatives, or candidates, nor does it sponsor congress or political parties. 

No contributions to political parties and entities with this purpose, including any politician or candidate for public office, are allowed by the Company or in its name. 

11 – Contributions, Donations, and Sponsorships

2R Datatel has established that our commercial relations between the internal public (employees and collaborators) and the external public (suppliers, public or private entities, business partners, etc.) must be transparent and ethical, without favoritism.

Donations and contributions to charitable entities, entities, and administrative bodies carry the risk that resources or valuable goods may be diverted for the personal use or benefit of a Public Official or a private third party.

A gesture of appreciation can represent an appropriate way for businesspeople to show respect for each other. However, the act of giving or receiving a gift, a giveaway, entertainment, or other hospitality benefit must not be carried out with the intention of inappropriately influencing any Public Authority or any other business partner.

Donations and sponsorships are allowed, provided they are meticulously analyzed by Senior Management, obeying applicable laws and regulations in force, and must not be used to influence business decisions inappropriately.

12 – Gifts and Giveaways

a) The reception and delivery of low-value giveaways such as diaries, pens, calendars, glasses, mugs, etc., are allowed.

b) Commercial meals are allowed, always in the company of another employee of the company who should inquire with the client, supplier, or business partner if compliance allows such an invitation. Additionally, the company’s management should be aware of this invitation and its purpose.

c) Any other type of receipt or offering of gifts, donations, provision of service, or hospitality not mentioned in items “a” and “b” is not allowed.

d) Offering of any nature to a Public Authority, legal entity, or physical person related when a contract or decision of interest to the company is pending with that authority is not allowed.

13 – Relationship with Public Officials

All relations of the employees and senior management of 2R Datatel with, referring to, or involving Public Officials (including Bodies of Public Administration) and Private Bodies in a publicity regime must be conducted in compliance with anti-corruption regulations and this Anti-Corruption Policy. 

Any relationship of the employees and senior management of 2R Datatel with, referring to, or involving Public Officials (including Bodies of Public Administration) and Private Bodies in a publicity regime must adhere to the following principles and minimum standards, such as: 

  • The personnel of 2R Datatel must operate in compliance with all legislative and internal provisions of 2R Datatel on the subject. 
  • Relationships with public agents and private entities in a publicity regime must be based on correctness, transparency, and traceability of behaviors and are reserved exclusively for competent functions and offices. 
  • Favors, collusion, direct requests, and/or through third parties, with the aim of obtaining advantages for 2R Datatel, for themselves, or for third parties are prohibited. 
  • When a negotiation, a request, or any relationship with Public Officials and Private Entities is in progress, employees of 2R Datatel may not attempt to improperly influence the decisions of the counterparty, including those of public officials and representatives of private entities in a publicity regime that negotiate or make decisions on behalf of these. 
  • It is never allowed to pay or offer, directly or indirectly, money or gifts or any benefit to public officials and public-private entities or their relatives, in compensation for an act of their office. 
  • Any improper request for favors, collusive behavior, direct requests, and/or through third parties in violation of anti-corruption norms and this manual by Public Agents and by employees of Private Entities in a publicity regime for personal advantages must be immediately reported to the Department Managers. 

2R Datatel cannot be represented by third parties in relations with public administration if there is a conflict of interest or if there are serious reasons for convenience. 

It is prohibited, directly, indirectly, or through a third party, to promise or offer money, gratuities, gifts, remunerations, and any benefits in any form or promise any object, service, performance, or favor to the representatives of public administration (managers, public administration officials), their relatives or related or cohabitants or service managers, to induce the practice of an act contrary to their official duties. 

14 – Training

2R Datatel maintains annual training, based on the main competency needs identified. These training courses contain appropriate and adequate anti-bribery awareness and training for all positions and levels of the company. The training is planned to take into account the results of the bribery risk assessment process. 

2R Datatel to promote its services, inform and train its employees, also to facilitate the effective and efficient knowledge of its guidelines and internal standards, will use the following procedures: 

  • Internal meetings between the Department Manager and the employees so that they are aware of both the Anti-Corruption Policy and the Code of Ethics of the company. 
  • The respective meetings can be individual or departmental, as well as in-person or remote. 
  • The main objective of the meeting is to read, explain, and clarify any doubts, together with the employee, so that all points and parts of this Document are properly disseminated in knowledge and respective understanding. 
  • The Anti-Corruption Policy is brought to the attention of interested parties through specific internal communication actions (meetings/presentations). It must be published and available to the entire organization, including suppliers, service providers, and business partners, and must be disseminated through appropriate communication channels. 
15 - General Provisions:

This Policy comes into effect from the date of its approval by Senior Management and Department Managers and will be available on the company’s website: www.2r.com.br.