General Principles

I – Compliance with this Code of Ethics is a requirement extended to all Sofisa employees (including but not limited to: own employees, outsourced workers, managers, representatives, interns, apprentices), regardless of the position they hold or attribution they exercise, who must follow ethical standards governed by values and principles:

a) transparency in all internal and external relationships;
b) belief in the value and development capacity of people and workplace;
c) respect for human being’s dignity and diversity;
d) social and environmental responsibility, by promoting and encouraging sustainable development initiatives;
e) commitment to a continued improvement of service and product quality.

II – Sofisa’s businesses are conducted with integrity and in compliance with the laws, regulations and rules governing its activities.

III – Under no circumstances, ethically reprehensible resources may be employed on behalf of Sofisa, in an attempt to attract clients or recruit employees

IV – The respect towards competitors is essential, always acting appropriately, impartially and kindly. The dissemination of rumors or comments that may negatively affect competitor’s image is inadmissible.

V – by means of its direct employees, Sofisa follows the rules provided for in its Social and Environmental Responsibility Policy, available on its Intranet and Internet, which is based on all the existing legislation and practices and recommendations from regulatory bodies.

onduct Standards

I – No employee acting on behalf of Sofisa may request any benefit which means the improper return due to the institution’s business, service or confidential information, in view of business in progress or completed.

II – It is prohibited to hire relative of Sofisa’s employee without the cognizance and formal authorization of the Executive Officer in charge of Sofisa People unit.

III – It is unacceptable that an employee takes advantage of his/her position to ask for favors or personal services from subordinates.

IV – The use or transfer to third parties of Sofisa’s equipment, technologies, methodologies, software, manuals, business continuity plan and other resources is not allowed:

a) for private purposes;
b) for improper or illegal activity.

V – The employee shall be prudent and discrete when dealing with insider information and material acts and facts he/she knows or practices in his/her relations with third parties or co-workers who do not need such information for the performance of their activities.

VI – All employees shall keep all the records and reports they use or they take cognizance property and in accordance with the prevailing rules.All the information contained in reports shall be recorded accurately and completely, including details reflecting the transparency of Sofisa’s operations.

VII – The financial statements will always be drawn up in accordance with the law and with the basic accounting principles, so as to properly represent Sofisa’s financial position.

VIII – The affiliation or connection with political parties or any other type of political entities or institutions shall be restricted to the employee. Any connection of this affiliation with Sofisa is prohibited.

IX – Employees who become candidate to public offices shall previously notify the manager of related department within three (3) months prior to the effective ratification of the candidature, so as to preserve the order of services.

X – Employees shall impartially and clearly inform the characteristics and information related to products and services acquired by clients, especially those with high level of risk, always assuring that the contracting of such products complies with in-house regulations, thus, avoiding any conduct that may be misleading or lacking information.

XI – Those subject to this Code who may create, participate, collaborate or affiliate to blogs, forums or social networks at the Internet, should do so to clearly state its personal nature, so that any type of opinion expressed therein are not understood as deriving from Sofisa and they shall also undertake to not use in any format Sofisa’s image, name or brands.I – No Officer, employee or agent who operates on behalf of Sofisa may require a benefit that means undue return for business, service or confidential information of the institution, in view of business in progress or concluded.

onflict of Interests

I – Thefollowing shall represent potential conflict of interest and shall be informed to Sofisa if employee:

a) holds 10% or more of interest in the company;
b) is an executive officer, co-worker, partner, consultant or employee of company conducting or seeking to make business with Sofisa;
c) acts as broker in order to benefit a third party in a transaction involving or which may potentially involve Sofisa or its interests;
d) is aware that his/her relative holds relevant interest in any company conducting or seeking to make business with Sofisa;
e) obtains loans with other financial institutions under favored conditions in terms of rates, terms, etc.

II – Employees shall be transparent, objective and impartial when examining conflicts of interest amongst clients, Management and Sofisa.

ecrecy and Confidentiality

I – Those subject to this Code shall observe the professional secrecy and the conditions of the Statement of Confidentiality shall treat the confidential information to which they take cognizance due to their professional activity with all the care, whether deriving from clients, to Sofisa, other employees or executives, or any other third party.

II – The information received shall only be used to perform the professional activity, making it available only to other employees who necessarily need to have access to such information within the same scope.

III – The information related to clients’ accounts and data, positions and financial statements shall be treated with confidentiality and only may be disclosed to third parties with client’s express authorization and pursuant to the prevailing laws.

IV – Information on employees, officers and executives, such as compensation, in-house evaluations, shall be treated with the same level of confidentiality of the aforementioned information.

V – The obligations provided for in this Chapter shall remain valid even after employee’s withdrawal from Sofisa.

mployee Relations Policy

I – Equal rights and the preservation of individuality and privacy must be respected. The discrimination of any individual, employee or not, regarding race, color, gender, religion, origin, nationality, social status, age or physical disability, hierarchical position, educational level, belief, philosophy of life and political ideology is unacceptable.

II – Sofisa repudiates behaviors characterizing harassment of any nature.

III – Sofisa ensures a healthy work environment, where relationship between hierarchical superiors, subordinates and peers are guided by respect and cordiality.

IV – Sofisa takes care of safety and health at the workplace, strictly complying with the labor laws provisions, ensuring employees social security, social welfare and health conditions that provide better quality of life and professional performance.

V – Sofisa recognizes, accepts and values the diversity of group of people composing the conglomerate.

VI – Sofisa ensures improved in-house communication processes in order to facilitate the dissemination of information relevant to the business and corporate decisions.

VII – For Sofisa, illegal practices such as bribery, extortion, corruption and kickback, in all forms, are unacceptable.

VIII – Sofisa adopts transparent and fair criteria when selecting its employees, so as not to grant any type of privilege during selection process and prioritizing equal rights among candidates.

IX– Sofisa despises any type of work performed under unhealthy, hazardous or humiliating conditions, such as slave labor, forced and child labor, amongst others, and adopts practices contributing for their eradication. Sofisa always seeks to preserve its employees’ health and physical integrity.

re-Contracting Policy – Know Your Supplier

I – Employees responsible for contracting third parties, who may perform the following acts (but not limited to): obtaining licenses, negotiations, partnerships, and other matters with public bodies, should conduct a process of “know Your Supplier” with such third parties to assess their background, reputation, qualifications, final controller, financial status, credibility and Anti-Corruption Laws history, and in particular, check if the third parties are listed on the national Register of Sanctioned Companies – CNEP and/or the National Register of Ineligible and Suspended Companies – CEIS.

orporate Relations Policy

Sofisa defends the refusal of gifts, cash or material advantages, from any person that may represent improper relationship or financial loss to its reputation.

I – The acceptance of invitation to participate in events promoted by clients or other persons who somehow maintain a relationship with Sofisa, and whose attendance or transfer cost is borne by them, must be submitted to the executive officer’s previous authorization to whom invitee is subordinated.

II – Below, the exceptions to the prohibitions above, where applicable:

a) the acceptance of low amount promotional material (pen, key ring, calendars and similar items);
b) the acceptance of gifts, as long as individually they do not exceed three hundred reais (R$300.00), referring to special events or occasions (birthday, wedding, employee promotion, etc.), from clients and third parties somehow linked to Sofisa;

III – The offering of gifts, promotional or not, shall be ruled by the criteria established by the Board of Executive Officers, in each case; otherwise, the concession requires prior authorization.

IV – Sofisa recommends contracting suppliers and establishing business relations with partners who work with ethical standards compatible with ours, and not carrying out transactions with those who clearly do not observe the provisions hereof.

V – It is indefensible to grant any advantages or privileges to public officials.

olicy to Fight Against Money Laundering and Terrorism Financing

Sofisa ensures the compliance with our policies, rules and procedures related to the strict control of actions against money laundering, terrorism financing and illegal acts of any nature.

II – The opening of anonymous accounts with fictitious names is forbidden. Employee shall collect all the information and documentation necessary to determine the origin of client’s resources and data.

III – Sofisa will keep updated the databank in compliance with the Policy to Fight Against Money Laundering to include names of potential clients with doubtful reputation and previously connected with illegal or criminal acts, who cannot be accepted as clients.

olicy on Relationship with Political Parties

I – Sofisa ensures its donations are made in conformity with and to not exceed 2% of the gross revenue of the calendar year preceding elections, pursuant to Laws 9096/95 (law that regulates the political parties), law 9504/97 (which regulates the elections) and the Resolutions issued by the Superior Electoral Court applicable to the related electoral years.

Anticorruption Policy

I – This policy applies to all Sofisa‘s employees and ,amagers, and will be elaborated to anyone who maintains a business relationship with Sofisa ( including but not limited to:representatives, outsourced workers, partners).

II – It is not permitted to submit, promise or offer any payment, gift or commission to any authorities, civil servants, employees or executives of public companies or agencies directly, by individuals or legal entities and specific destination the civil servant or person designated by him. The prohibition encompasses both Brazilian and foreign authorities.

III – The advantages mentioned above are also strictly prohibited if directly conducted by any company directly or indirectly connected to Sofisa through partners, employees, executives, brokers or any other appointed third party.

IV – The prohibitions above do not include, as long as the frequency and practice are duly evidenced:

a) Propaganda gifts of small value and occasional gifts (for commemorative dates) not exceeding one hundred and fifty reais (R$150.00);
b) Invitations to sports and cultural events sponsored by Sofisa.

V – If aware of any request, such as offering, payment and commissions, those subject to this Code shall immediately notify the Compliance area, which shall inform the Human Resources Committee and/or the Executive Committee, which shall take the appropriate measures.

VI – For contracts or transactions related to the Public Administration:

a) Any company composing the Sofisa Group intending to carry out transactions somehow involving any Public Administration agent, public body or government company, whether domestic or foreign, shall notify this fact to the Compliance area.
b) The employment of agents and brokers shall observe the criteria related to the good reputation, prestige in the market, reliability and diligence, ensuring they do not practice illegal activities or activities that may jeopardize Sofisa in the future.
c) Agents and brokers shall take cognizance of the prohibitions contained herein.

VII – It is forbidden to practice or forebear businesses or operations that may result in contributions to the practice of illegal and criminal acts, such as money laundering, corruption, bribery or fraud that may subject Sofisa to severe penalties and harm its image.

Compliance Policy

I – It shall be incumbent upon the Compliance area to adopt measures to comply with legal and regulatory rules, management of in-house policies and the joint adoption with other areas of overseeing and executing the policies.

II – The Compliance area shall act jointly and where applicable, with the Sofisa People and Internal Control unit, so that to:

a) affectively apply and make available the Code of Ethics to new employees, service providers, outsourced workers, as well as guide them about the compliance with rules;
b) address to the appropriate areas, investigations about any practice of non-compliance and suggest the applicable penalties;
c) act jointly with the Audit Committee in cases related to is fiels of operation;
d) adivice on doubts eventually raised in relation to this Code;
e) analyze and periodically update compliance with the Anticorruption law policy and any documents, training, and other matters on the subject;
f) maintain the anticorruption awareness program and training sessions for its employees. These training sessions will eventually be given via conference call, videoconference or other means other than face to face sessions; and
g) receive employees and interns complaints.

RED FLAGS – Warning Signs

I – This chapter helps employees (own or outsourced) to ensure compliance with the Anticorruption Law.

II – One must be particularly cautious in operations to be performed on behalf of Sofisa by the following third parties:

a) Third parties who have reputation in the market, even if indirect, as being involved in matters relating to corruption, or listed on the National Register
b) Third parties proposing a financial transaction different from the business practices usually adopted for the type of business being conducted;
c) Third parties reauiring excessive commission, paid in cash or other irregular means;
d) Third advice on doubts eventually raised in relation to this Code;
e) Third parties hindering or refusing the onclusion of anticorruption clauses in the writing contract;
f) Third parties providing or requesting invoice or other questionable documents; and
g) Third parties requesting payment or commission to take place “offshore”, in a country other than where the business is conducted.

III – It should be emphasized that the warning signs provided herein are not necessarily evidence of corruption.

Complaints and Whistleblower Protection Channels

I – The complaints and whistleblower protections channels are available to all employees, such as own employees, managers, and anyone who maintainsbusiness relationship with Sofisa, includung, but not limited to, representatives, outsourced workers, partners and clients.

II – Any bribe, improper payment or advantage request or offer, as well as any suspicious behavior must be immediately reported to the Complaints Channel (http://www.sofisa.com.br/canal-de-denuncias.php).

III – Complaints can be anonymous or not, and anonymity will be preserved;

IV – Any act of retaliation against those who complaint, express doubt, inform, assist, or provide any information related to the suspected acts mentioned in item II above will not be tolerated;

V – In the event of any act of retaliation, a disciplinary action will be applied to the employee.

VI – In cases of false complaint, disciplinary sanctions and penalties provided by law will be applied to the complainant;

VII – The complaints channel is formed by the Audit Committee, with an independent structure responsible to ensure and monitor compliance with the anticorruption policy.

Mergers and Acquisitions

Sofisa will perform the appropriate “due diligence” to verify compliance with the Anticorruption Laws provision prior to conducting business such as merger, acquisition and joint venture. If any Anticorruption Law violations are identified, the Internal Controls Unit shall be formally informes.

Management of the Code of Ethics

I – It shall be incumbent upon the Chief Executive Officer to ensure the restatement and the compliance with the Code of Ethics, who shall submit to the Board of Directors any suggestions to change its wording.

II – It shall be incumbent upon the Sofisa People unit to deliver to employee, upon his/her admission, a copy of this document, who shall equally sign the statement of cognizance, agreement and compliance therewith.

III – Whenever any relevant change occurs in the terms of the Code of Ethics, the Sofisa People unit shall apply the previous procedure in relation to all Sofisa’s employees.

IV – Amendments to this Code shall be broadly disclosed by the Internal Controls unit.

V – In case of doubts about this Code of Ethics, employee may contact the Sofisa People unit.

VI – Infringements to this Code of Ethics are subject to disciplinary actions, regardless of the hierarchical level and without prejudice to the reasonable legal penalties. Complaints shall be addressed to the Audit Committee, through the Complaints Channel, available at the Intranet, and the Chief Executive Officer shall immediately take cognizance thereof and analyze them in the first instance. Valid complaints will be submitted to analysis and resolution by the Human Resources Committee.