Code of Ethics and Conduct
Those involved must, without exception, act in a manner This Code of Ethics and Conduct (“Code”) is intended for all members, including employees, managers, directors and shareholders (together, “Members”) of Profits Consulting, and has the objective is to provide for the ethical principles and standards of conduct that should guide internal and external relations, so that an ethical, upright, transparent, healthy work environment, free of any prejudice or injustice, is stimulated.
The guidelines in this Code make it possible to assess most situations and minimize the subjectivity of personal interpretations of moral and ethical principles, but do not necessarily detail all situations that may arise on a day-to-day basis. Thus, in case of doubts in the application of the norms set forth herein, Members should consult the Leader of their area or the Profits Consulting contact area (e-mail: firstname.lastname@example.org; telephones: +55 21 4105- 5441 and +55 11 5242-6364). Ethical, moral, sustainable, socially responsible, inclusive, in compliance with applicable law, open, transparent and not tolerant of corruption.
Principles of Conduct
Without prejudice to the other provisions of this Code, Profits Consulting guides its activities and business by observing the following principles of conduct:
- Trust and respect for people;
- Ethical, honest and transparent conduct;
- Productive and relevant innovation for the common good;
- Recognition of merit;
- Leadership by example;
- It matters what is right, not who is right;
- Passion for what you do.
Compliance with Laws, Regulations and Internal Standards
Prohibition of Corrupt Practices
Any practice of corruption, in all its active and passive forms, whether through acts or omissions, or through the creation and/or maintenance of situations of irregularity, favoritism or fraud, is prohibited. Profits Consulting and its Members will neither pay nor receive bribes or bribes, including cross-border ones. Profits Consulting does not tolerate the practice of harmful acts against the Public Administration, national or foreign.
Profits Consulting does not accept or support any initiative related to “money laundering”, which is understood as a process carried out to hide or legitimize illicit financial resources. It is important that everyone stay tuned for the following events:
- Unusual forms or complex payment patterns;
- Unusual transfers to/from countries unrelated to the transaction;
- Customers and/or suppliers with operations that appear to have little integrity;
- Customers and/or suppliers who are anxious to avoid record keeping requirements and;
- Transactions involving locations previously associated with “money laundering” or tax evasion. Transactions involving, directly or indirectly, top-notch banks headquartered in a tax haven must be analyzed and approved by the legal area of Profits Consulting.
Any indication of the occurrence of the events mentioned above must be communicated to your Leader in your area or to the Profits Consulting contact area (e-mail: email@example.com; telephone: +55 21 4105-5441), observing that any and all acts of corruption and impropriety will also be forwarded to the public authorities.
Ethics and Conduct Committee
Profits Consulting has an Ethics and Conduct Committee, whose installation occurs ordinarily every quarter and extraordinarily when requested by one of its members.
The Ethics and Conduct Committee has the autonomy and independence to investigate, investigate and judge cases of violation of this Code and impose the appropriate disciplinary sanctions.
It is also incumbent upon the members of the Ethics and Conduct Committee to disseminate, resolve doubts and provide guidance on compliance with this Code, as well as to prioritize the attributions of this Committee to the detriment of any other of their respective responsibilities.
Conflict of interests
Members of Profits Consulting must act in order to prevent and, if applicable, remedy situations of conflict of interest that may occur both in relation to Profits Consulting and its Members and in relation to Profits Consulting and the public authorities.
Conflict of interests
Profits Consulting x Personal Interests
In this case, there is a conflict when the personal interests of any of the Members compete with the interests of Profits Consulting. In these situations, it is possible that decisions do not take into account the interests of Profits Consulting, and may even cause damage to the image and reputation of Profits Consulting.
The Member may not perform external activities, such as providing consultancy or holding a position, in organizations with conflicting interests or that do business with Profits Consulting, except upon prior analysis and approval by the legal area, the compliance area or, eventually, the Compliance Committee. Ethics and Conduct.
Corporate ties, whether own or through a spouse or family, with suppliers or competitors of Profits Consulting, are also not accepted if the position held by the Member gives him the power to influence transactions or allow access to privileged information..
Members who occupy positions in external entities or have a spouse or family members who also work at Profits Consulting, at competitors, at suppliers or at clients, must notify the fact in writing, as soon as possible, to the Leader of their area or the area of Profits Consulting contact (e-mail: firstname.lastname@example.org phone: +55 21 4105-5441) who will evaluate possible conflicts of interest and competition with working hours. “Family members” are considered to be family members up to the third degree: father, mother, child, brother, grandfather, great-grandfather, grandson, great-grandson, uncle (a) and nephew. For the purposes of this Code, relatives by affinity are also considered, namely: spouse, partner, son-in-law, daughter-in-law, father-in-law, stepfather, stepmother, stepson and brother-in-law.
Cases of conflict of interest must be avoided whenever possible, observing that, in this case, the Member must immediately manifest himself to his Leader, who, in turn, submit the fact to the appreciation of the Ethics and Conduct Committee of Profits Consulting with the aim of resolving the conflict in a fair and transparent manner. Members will inform their impediment in the face of any commercial transactions with participating companies whose owners, partners and/or representatives have a personal relationship with the Member himself or with his family nucleus.
Conflict of interests
Public x Private
In addition to the situations described above, other precautions must be adopted in order to prevent conflicts of interest between private and public activities. In this case, a conflict of interest is considered to be the situation generated by the confrontation between public and private interests, which may compromise the collective interest or improperly influence the performance of the public function.
The following behaviors are prohibited:
- Maintenance of business or contracting by Profits Consulting of companies in which a public agent, his/her spouse, partner or relatives, consaguineous or related, in a direct or collateral line, up to third degree, with the aim of influencing their management acts;
- Offer of gifts to public agent in whose decisions Profits Consulting is interested, with the exception of gits, whose value is less than R$ (BRL) 100.00;
- Hiring, even indirectly or as a consultant, of a public agent while in office or within a period of six months after leaving office, except in cases where the law authorizes hiring;
- Use of privileged information received from a public agent who had an obligation to keep it confidential and;
- Acting with or in partnership with public servants who are family members of Members and who have decision-making power in the scope of Profits Consulting’s business and operations.
Complementary rules on the prevention of conflict of interests may be adopted by the Ethics and Conduct Committee.
Activities Outside Profits Consulting
Without prejudice to the provisions of the items immediately above, the Members undertake not to carry out any external professional activity that interferes with the performance of their attributions at Profits Consulting and not to develop private professional activities during the working day, except upon prior analysis and approval the legal area, the compliance area or, eventually, the Ethics and Conduct Committee.
Entertainment, Gifts, Donations and Sponsorships
Offers of gifts (including travel, accommodation and any other benefits or advantages), entertainment, donations and sponsorships must not influence, at any time, decisions made by Profits Consulting, nor be used as a form of reward for any decision.
Expenses with gifts and entertainment given to public agents or received from people who are involved in Profits Consulting business must not exceed the value of R$ (BRL) 100.00 (one hundred Brazilian reais) and are only acceptable if they are not understood as a form of influence, bribery or corruption.
It is prohibited to offer gifts of any value to public agents who have the power to influence decisions in which Profits Consulting has an interest.
In the event that the value of a gift to be received by a Profits Consulting Member exceeds the stipulated maximum limit, the Member must refuse the gift and inform about the Profits Consulting policies. If the refusal is not justifiably feasible, the legal and compliance areas must be informed, so that the gift is formally donated to a charity selected by Profits Consulting.
Donations and sponsorships up to the amount of R$ (BRL) 1,000,000.00 (one million Brazilian reais) must be approved by the Chief Executive Officer with the monitoring of the legal area and the compliance area of Profits Consulting, observing that any donations and sponsorships that exceed this value must be approved by the Board of Directors of Profits Consulting.
Violation of the provisions of this item leads to dismissal for just cause of the offending Member, at the sole discretion of the Ethics and Conduct Committee of Profits Consulting, without prejudice to applicable civil, administrative and criminal sanctions.
It is Profits Consulting’s commitment to contribute to the value creation process of its clients, by meeting their expectations and developing innovative solutions.
Profits Consulting does not discriminate against clients, whether by origin, economic size or location. However, it reserves the right to terminate any commercial relationship whenever its interests are not being met or, even, when the relationship is not in line with this Code, represents a legal, social or environmental risk.
Information about our products and services must always be clear and true. Technical data will be obligatorily communicated to customers. Each product must strictly follow the legal requirements of the market for which it is intended.
It is prohibited to make improper payments to anyone in order to facilitate the sale of our products or services, even if we lose business opportunities. Members are responsible for the confidentiality of confidential information passed on to them by their customers and partners.
Profits Consulting only negotiates with suppliers that comply with the country’s labor and environmental legislation, that are not included in the National Register of Companies Declared Disreputable and Suspension (CEIS), that do not directly or indirectly exploit child or slave labor, that respect the anti-corruption legislation of the countries where they operate and, preferably, with those who are committed to social responsibility practices in their production chain.
Profits Consulting undertakes to select and contract its suppliers based on technical, professional and ethical criteria, conducted through predetermined processes that make it impossible to decide to favor personal interests, friends or relatives, assuring Profits Consulting and its clients the best value for money. In addition, contracts to be entered into with suppliers should preferably contain rules prohibiting fraud and corruption practices, as well as the respective penalties to be applied in case of infringement. Profits Consulting may terminate a business relationship whenever a supplier disrespects the provisions of this Code, there is damage to its interests or disregard of legal, ethical, tax, environmental and health and safety issues at work.
With the Government
It is strictly prohibited to promise, offer or give, directly or indirectly, an undue advantage to a public agent, or a third party related to him, with a view to obtaining favor.
With regard to public tenders and contracts, including concessions and public-private partnerships, any conduct tending to:
- Frustating or defrauding, through adjustment, combination or any other expedient, the competitive nature of a public bidding procedure;
- Prevent, disturb or defraud the performance of any act of public bidding procedure;
- Remove or seek to remove bidders, through fraud of offering of advantage of any kind;
- Fraud public bidding or contract arising thereform;
- Create, fraudulently or irregularly, a legal entity to participate in a public bidding process or enter into an administrative contract;
- Obtaining undue advantage or benefit, fraudulently, from modifications or extensions of contracts entered into the public administration, without authorization by law, in the public bidding act or in respective contractual instruments or;
- Manipulate or defraud the economic-financial balance of contracts entered into with the public administration.
The payment or offering of undue advantages to a public agent with a view to accelerating or favoring the analysis of an administrative procedure, including with a view to obtaining licenses, authorizations, permissions or any other measures of a regulatory or inspection nature, will also not be admitted.
It is also prohibited to hire intermediaries or brokers to act on behalf of Profits Consulting with public bodies, except in the cases expressly provided for in Law or Regulation.
Members of Profits Consulting are committed not to involve it in partisan or political matters of any kind. In this sense, Members of Profits Consulting will not make monetary or other contributions to political parties on behalf of Profits Consulting, anywhere in the world.
The provision of information to all spheres of government, including municipal, state and federal public bodies, must always be done in writing, through a protocol and with due guidance from the legal area and the compliance area.
Whenever a demand is presented by a government representative, including an inspection representative, the Member must submit it to the legal area and the compliance area before forwarding it. If a court order is presented to any Member, he must cooperate, however, immediately contacting the legal area and the compliance area for assistance and prior guidance on how to proceed. Profits Consulting reserves the right to publicly comment on government policies and decisions that may affect the progress of business and the relationship with Members or clients. This act, however, can only be exercised or authorized to the Member by the General Director of Profits Consulting.
Members must not use Profits Consulting’s name when dealing with personal matters of any nature in their relationship with the government.
In addition, in the event of meetings with any public agent, the Member representing Profits Consulting must (i) request the inclusion of the hearing in the public agenda of the said authority; and (ii) obligatorily appear accompanied by another Member.
Profits Consulting respects free association, recognizes trade unions as legal representatives of its Members and seeks constant dialogue.
Negotiations and dialogue with these partners, on behalf of Profits Consulting, must only be carried out by formally authorized persons.
With Business Partners and Competitors
Profits Consulting is guided by the principle of free competition.
All market and competitor information, legitimate and necessary for the business, must be obtained through transparent and reputable practices, not admitting its obtaining by illicit means. Here, illicit means are illegal and morally unacceptable ways of accessing confidential information.
Members are prohibited from adopting any attitude that tarnishes the image of competitors or business partners of Profits Consulting.
Profits Consulting’s business must be guided by compliance with the Laws, Profits Consulting’s values and this Code, and all Members are responsible for ensuring compliance.
Arrangements with competitors for the purpose of abuse of economic power, arbitrary or anti-competitive commercial practices, such as agreements on prices, sales conditions or division of customers or sharing of competitively sensitive information, must not be promoted with competitors.
With the Press and the Advertising Market
Profits Consulting adopts an objective and clear position in disclosing information and seeks to satisfy the interests of the parties involved.
Contacts with the press will be promoted exclusively by the communication area. It is, therefore, forbidden for unauthorized persons to make contact with the press on behalf of Profits Consulting. The Member must not promote the disclosure of confidential or untrue information in the press.
Contact with media professionals should under no circumstances be treated as a commercial relationship. In this way, it does not involve favors or payments of any kind.
The relationship with the press should prioritize the disclosure of relevant facts and the promotion of Profits Consulting’s business. The highlight should be, whenever possible, directed to the activities of Profits Consulting. The Profits Consulting Communication Manual establishes the guidelines for correct contact with the press.
All advertising by Profits Consulting must be truthful, only involve public information and avoid exaggeration; arrogance, arrogance or prejudice is not tolerated. Institutional advertising by Profits Consulting must follow guidance from the communication area and must be previously approved by the legal area and the compliance area.
Profits Consulting condemns misleading advertising. Profits Consulting’s product and business marketing initiatives are characterized by respecting current legislation, ethics and local and international reference standards.
Information that has not been made public by Profits Consulting’s institutional area (such as, for example, acquisitions or sales, industrial secrets and investments) must be kept confidential, unless disclosure is authorized. In the event that confidential information is entrusted to Profits Consulting by professionally involved third parties, Profits Consulting and its Members undertake to protect such information so that it is not disclosed improperly.
Such obligation remains in force even after the Member leaves Profits Consulting. The use of confidential information for personal use or for third parties is a crime, and may be subject to labor and criminal sanctions, in addition to dismissal for just cause, at the discretion of the Ethics and Conduct Committee of Profits Consulting.
The purchase and sale of shares or securities of companies based on privileged information that has not been disclosed to the public and that may have an impact on the value of negotiations is prohibited.
Disclosure of such information to third parties and trading in securities based on insider information are civilly and criminally punishable.
In Social Networks
Profits Consulting expects its Members to behave professionally and permeated by the company’s ethics with regard to the dissemination of information about the day-to-day work at Profits Consulting on social networks such as Facebook, Twitter, Instagram and others. Information that may tarnish the image of Profits Consulting or other Members or that is covered with confidentiality, if posted on social networks, may subject the person who has done so to sanctions provided for in the item in this Code.
Communication Channels and Complaints
Members who become aware of violations of any aspect of this Code, by any person, cannot omit themselves and must communicate this fact through the reporting channel available on the Profits Consulting website (www.profits.consulting/en/reporting-channel), under the condition of total anonymity.
The contact area will be responsible for receiving these reports (which may be anonymous, at the complainant’s discretion), investigating and submitting them for consideration, as applicable, to the Ethics and Conduct Committee.
Retaliation against a Member who, in good faith, reports illegal conduct or contrary to the guidelines set forth in this Code will not be allowed and tolerated.
Suggestions, criticisms, compliments and requests for clarification regarding ethical issues and the application of this Code may also be sent through the reporting channels.
From Norms and Principles to Third Parties
Members of Profits Consulting undertake to inform their partners, customers, suppliers and collaborators (“Third Parties”) about the rules and ethical principles contained herein so that they are effectively practiced throughout their value chain.
Such information can be easily accessed on the Profits Consulting website, without prejudice to the availability of material on the subject to the Third Party in question, under the terms of Annex I to this Code, which must be included in our agreements and dealings with Third Parties.
Intellectual property is a strategic asset for Profits Consulting. It includes patents, trademarks, business secrets, know-how, technical data and process and market information, among other items that would benefit a competitor if they were known.
The result of work of an intellectual nature and strategic information generated at Profits Consulting is the exclusive property of Profits Consulting.
Members are responsible for treating confidentially the information on intellectual property they have access to as a result of their work, using them carefully. Disclosure of this information is not allowed without the express authorization of the CEO of Profits Consulting.
IConfidential information in response to legitimate requests from government authorities may only be provided after considering that it will be treated confidentially and after adequate measures have been taken to protect its confidentiality, subject to prior consultation with the legal and compliance areas of Profits Consulting.
Profits Consulting does not engage in partisan political activities. If any Member wishes to engage in any type of political activity, they must do so independently, without requesting help, support, participation, funding or any kind of involvement from Profits Consulting and other Members. All political activity must be carried out outside the work environment and office hours, without any resources from Profits Consulting, and any form of broadcasting of political propaganda on Profits Consulting premises is prohibited.
The use of Profits Consulting assets must be done in a responsible and conscious manner and in accordance with Profits Consulting’s business purposes, and must be restricted to the professional activity of the Member in question. The use of these assets must not generate unnecessary costs to Profits Consulting and cannot be used to disseminate information of a discriminatory, illegal nature or that is not in line with the principles of conduct and ethics presented in this Code.
Electronic systems and information technology resources are available to Members for the proper performance of their duties. Its use for personal matters is permitted as long as it does not go against internal rules and guidelines or jeopardize the progress of the work. The exchange, rescue, storage or use of obscene, pornographic, violent, discriminatory, racist, defamatory content that disrespects any individual or entity and is contrary to the policies and interests of Profits Consulting is prohibited. Games and chain messages are also not allowed. Any type of software and programs must not be copied or installed on Profits Consulting’s computers without prior authorization from the Information Technology area of Profits Consulting.
Members acknowledge that all data produced as a result of their professional practice are the exclusive property of Profits Consulting. The company can access any information recorded or transmitted in its system at any time, and the Member has nothing to complain about in this regard.
Assets include: tools, equipment and machines, computers and technologies, electronic information systems, mobile phones, automobiles, office supplies, information, including privileged and sensitive information.
Exploitation of Adult and Child Labor
Profits Consulting does not use slave or child labor. Likewise, Profits Consulting does not do business with entities that use slave labor or child labor, requiring the contracted party to declare that it does not use slave labor or child labor in the provision of its services.
Discrimination and Moral or Sexual Harassment
Profits Consulting considers human rights to be fundamental and universal principles, and seeks to consolidate its practice based on this recognition. In addition, Profits Consulting is committed to developing and maintaining a healthy work environment that values respect for its Members, ensuring the right to working conditions that respect individual dignity and the regulations in force.
In this sense, Profits Consulting is committed to promoting an environment free of any type of harassment, verbal or physical (or situations that constitute disrespect, intimidation or threat), or discrimination, whether based on gender, race, sexual orientation, religion, age, nationality, origin, union membership or any type of disability, under penalty of dismissal for just cause of the Member who violates this rule, at the sole discretion of the Ethics and Conduct Committee of Profits Consulting, without prejudice to applicable civil and criminal sanctions.
It is characterized as harassment when someone in a privileged position uses this advantage to humiliate, disrespect or embarrass a subordinate or co-worker. Moral harassment occurs when someone is exposed to humiliating situations during the workday. Sexual harassment is aimed at obtaining sexual advantage or favor.
In the recruitment, selection and promotion processes, candidates must be evaluated solely and exclusively for their ability to meet and adapt to the expectations of the position and Profits Consulting’s ethics.
Use of Drugs and Alcohol and Possession of Weapons
Profits Consulting promotes a work environment free of illicit drugs and alcohol during working hours. In this sense, it is the obligation of all Group Members to report to work free from the effects of illegal drugs or alcoholic beverages. The possession, use, sale, distribution or any type of exchange of illicit substances in the work environment is prohibited, under penalty of dismissal for just cause of the Members involved, at the sole discretion of the Ethics and Conduct Committee of Profits Consulting, without prejudice to applicable civil and criminal sanctions. On commemorative occasions or at promotional events, such as dinners with clients or partners, moderate use of alcohol may be tolerated.
Furthermore, weapons of any kind are not permitted on Profits Consulting premises, except for professionals expressly authorized to do so.
Unless otherwise provided herein, non-compliance with any of the provisions of this Code will subject the violating Member to the following disciplinary sanctions, without prejudice to other sanctions applicable in accordance with the legislation in force: (i) verbal warning; (ii) written warning; (iii) suspension; and (iv) dismissal for just cause.
In the processing and judgment of situations of violation, the alleged offender will be given the opportunity of full defense. Sanctions will be applied and graded in a transparent, reasonable and proportionate manner, as follows:
(i) the seriousness of the breach; (ii) possible recurrence; and (iii) damages caused to Profits Consulting, including with regard to compromising the work environment and its image before third parties.
This Code will be in force for an indefinite period, and must be reviewed at a meeting of the Board of Directors of Profits Consulting with a minimum frequency of 2 (two) years.
It is up to Leaders, at all levels, to ensure that their subordinates and contractors know and apply the precepts of this Code, which must be an example of conduct to be followed by all Members.
Ethical and Conduct Guidelines
- Profits Consulting bases all its business activities on respect for ethics and integrity;
- Profits Consulting does not pay or accept to receive any type of advantage that could be understood as a form of payment of bribes or corruption;
- Gifts given to or received from third parties cannot exceed the value of R$ (BRL) 100.00 (one hundred Brazilian reais) and are neither offered nor accepted by Profits Consulting in any circumstances in which there is a possible suspicion of improper influence in decision-making by public agents or private parties, including its own members or those of partners, suppliers or customers;
- Profits Consulting does not engage in partisan political activities;
- Profits Consulting does not receive or process financial transactions derived from or used for any criminal activities. All financial operations carried out by Profits Consulting are duly registered in its accounting and kept in its files, remaining available to the competent authorities;
- Information that has not been made public by the institutional area of Profits Consulting must be kept confidential;
- Profits Consulting only negotiates with suppliers and third parties that comply with the country’s labor and environmental legislation, that are not included in the National Register of Companies Declared Disreputable and Suspension (CEIS), that do not directly or indirectly exploit child or slave labor, nor compromise with acts of corruption and, preferably, with those who are committed to social responsibility practices in their production chain;
- Profits Consulting expressly prohibits: (i) promise, offer or donation, direct or indirect, of undue advantage to a public agent, or a third person related to him, with a view to obtaining favoritism; and (ii) the hiring of intermediaries or brokers to act on behalf of Profits Consulting with public bodies, except in cases expressly provided for in Law or Regulation.