1. PURPOSE
The purpose of this Policy is to establish conduct guidelines for all collaborators or any third parties acting on behalf of Felsberg Advogados before national and international public bodies in the performance of their work.
Felsberg Advogados bases its operation on ethics and transparency, and does not tolerate the use of resources or goods of the firm for any illegal, improper or anti-ethical purpose.
This Policy enforces compliance with Law No. 12.846/2013, Federal Decree No. 8.420/2015, and main international anti-corruption laws, also considering the best governance standards regarding anti-corruption measures in Brazil and abroad. This constantly seeks to ensure the highest standards of integrity, aligned with the transparency and sustainability of the business.
2. APPLICATION OF THE POLICY
The present Policy shall be equally applicable to all collaborators, service providers and third parties acting on behalf of Felsberg Advogados, all of them being individually responsible for understanding and enforcing this Policy, at all times.
This Policy shall be mainly observed during interactions with the Government, as well as with suppliers, clients, banks, consortium companies, other partners and even with competitor companies, as the case may be.
3. DEFINITIONS
Collaborators: employees duly contracted and registered pursuant to the applicable labor law, capital partners, service partners, apprentices and interns.
Third Party: any natural person or legal entity contracted by Felsberg Advogados, which has or may have any type of contact with any public officer, such as, for example, agents, correspondents and service providers.
Undue advantage: anything, not limited to tangible items or items of an economic value, of interest or useful for the beneficiary, such as: money; gifts; entertaining, meals and trips; courses; business, employment or investment opportunities; discounts or personal credit; security instruments; assistance or support to family members and other benefits; payment of medical expenses; contributions to political campaigns; donations to charity.
Public Officer: all those who work in a position, job or public function, even if transitorily or without pay. Also, equivalent to a public officer shall be those who have a position, job or function at a quasigovernmental entity, as well as those who work for a service rendering company contracted or accredited for the performance of a typical activity of the Public Administration.
Foreign Public Officer: any person responsible for a legislative, administrative or juridical position of a foreign country, whether appointed or elected; any person who performs a public function for a foreign country, including representation or for a public company; and any employee or representative of an international public organization.
Associates with Public Officer: close persons, friends, spouse or another family member of a public officer, obtaining the benefits of such condition.
Anti-corruption Legislation: Federal Law No. 12.846/13: provides for the objective administrative and civil liability of legal entities for the practice of acts against the Government, whether national or foreign; State Decree No. 46.782/15: provides on the Administrative Proceeding of Accountability provided for in Federal Law No. 12.846/13, in the context of the Public Administration of the State Executive Branch; Brazilian Criminal Code; Federal Decree No. 5.687/06: The United Nations Convention Against Corruption; Federal Law No. 8.429/1992: provides for Misconduct in Public Office; Federal Law No. 9.613/98: provides for crimes of “laundering” or concealment of assets, rights, and valuables
FCPA (Foreign Corrupt Practices Act): Anti-corruption law of the United States of America.
UKBA (UK Bribery Act): Anti-corruption law of the United Kingdom.
4. APPLICABLE LEGISLATION
As provided for in the Anti-corruption Law, several are the forbidden conducts, due to being considered harmful to the national or foreign Government:
In addition to complying with the Brazilian anti-corruption legislation, which establishes the administrative and civil liability of legal entities for the practice of the acts above, all collaborators and third parties related to Felsberg Advogados shall also pay attention to the main foreign anticorruption provisions.
The FCPA forbids the offer, payment, promise or authorization of payments in cash or valuables to a foreign public officer, so as to influence any of his acts or decisions in the exercise of his functions, or to guarantee any other improper advantage to obtain or retain businesses. As to the accounting in the companies, the existence of precise books and records is required, in addition to adequate accounting system and control mechanisms.
The UKBA, in turn, in addition to forbidding the bribery of foreign public officers, also forbids the bribery of common persons, with the purpose of making them act in an inadequate manner. Criminal liability shall fall upon the one who, directly or indirectly, promises or grants any advantage to another person or to the public officer himself, as well as to any third party related to a public officer. The law applies to bribery made in the United Kingdom by foreign companies and briberies made abroad by citizens of the United Kingdom, including the companies, the bearers of passports and residents. It also covers bribery practiced by third parties, anywhere in the world, on behalf of or to the benefit of any company that does businesses (or part of its businesses) in the United Kingdom.
5. GUIDELINES
Pursuant to the guidelines and policies of Felsberg Advogados, no collaborator or third party may offer, pay, promise or authorize, directly or indirectly, undue advantage to any public officer or associated with a public officer, so as to obtain an improper advantage.
5.1. Gifts and Presents
No gift or present may be offered, promised, given or received, directly or indirectly, to any public officer or associated with a public officer, with the purpose of influencing any of their acts or decisions in the performance of their functions.
The distribution of gifts and presents is allowed if they do not have commercial value or if they are granted out of courtesy, promotion, demonstration or explanation of the services of Felsberg Advogados. The gifts to be distributed cannot exceed the unit value of one hundred Reais (R$100.00) and shall be offered on a sporadic basis.
Additionally, the gifts and presents shall be coherent with the local laws and cannot be offered in exchange for preferential treatment to be received by Felsberg Advogados.
In some countries, gifts and presents have an important role in the commercial uses and protocol. The gifts, however, shall be offered with common sense and in the limit allowed by the law.
The distribution of gifts and presents shall be previously approved by the Compliance Committee/Executive Committee. All records (including expenses reports) related to gifts and presents shall be complete and correct.
5.2. Entertainment, Trips and Hospitality
It is forbidden for the Collaborators and Third Parties to promise, offer or provide any kind of trip, entertaining or hospitality benefit to Public Officers and associated with Public Officers. As a general rule, entertaining in the form of meals and drinks are allowed, provided they are in accordance with the local laws and are provided on a sporadic basis, and excess shall always be avoided in relation to the total of the expenses.
Any exceptions to this rule shall be previously discussed and approved by the Compliance Committee/Executive Committee.
5.3. Facilitating Payments/Urgency Fees
The making of facilitating payments or urgency fees is strictly forbidden (with the purpose of expediting or guaranteeing the performance of routine actions) in the countries and circumstances under which these are illegal. In countries or circumstances where such payments are legal, it is recommended to avoid this practice as much as possible.
5.4. Political Contributions and Donations
Political donations and contributions on behalf of Felsberg Advogados are subject to the approval of the Compliance Committee and of the Executive Committee. Donations and contributions that may appear to have any kind of favoring as purpose shall be avoided. Collaborators and Third Parties are prohibited from making donations and contributions on behalf of Felsberg Advogados.
Pursuant to the current legislation, the resources destined to electoral campaigns shall only be admitted when originating from: resources of the candidates themselves; financial donations or donations that can be estimated in cash from individuals; donations from other parties and other candidates; commercialization of goods and/or services or promotion of events to collect funds, made directly by the candidate or by the party; and income deriving from the financial application of campaign resources.
Contributions to charity, when made to organizations in which Public Officers or Associates with Public Officers may work as administrator cause concern in the context of international anticorruption laws. The FCPA and the authorities of the United States consider that donations made to the charity associated with a Public Officer are a benefit to the Public Officer themselves. Hence, any donation to charity associated with a Public Officer shall be previously discussed and approved by the Compliance Committee/Executive Committee.
Donations cannot be offered, promised or granted if their purpose is to influence the action of an authority or obtain inadequate advantage. Donations to individuals, profit organizations, organizations without tax exemption or whose purposes are not compatible with the conduct principles and guidelines of Felsberg Advogados are not allowed.
Payments to private accounts or in cash are not allowed.
5.5. Accounting Controls
Felsberg Advogados shall (sic) a sufficient internal accounting control system to assure that its records and documentation are exact and complete.
The expenses incurred by Collaborators, Administrators and Third Parties shall be proven through a detailed description of the activities and through original tax invoices or invoices. Both the submission and the conscious acceptance of false records, tax invoices, receipts and/or invoices are strictly prohibited and shall be subject to penalties. False or incomplete entries in such records or in other documents are strictly forbidden.
5.6. Third Parties
Felsberg Advogados conducts its activities pursuant to the highest standards of ethics and integrity, and has relationships only with trustworthy and qualified Third Parties. To ensure the trustworthiness of the Third Party, the firm shall always perform a due diligence prior to contracting it, in addition to, later, monitor its activities.
5.7. Other Forbidden Conducts
Any illegal or immoral conduct is strictly forbidden by Felsberg Advogados. In addition to the practices listed above, the following are also not allowed:
In case of doubts, the Operations Executive Board, the Compliance Committee and the Executive Committee of Felsberg Advogados shall be consulted prior to taking any action that, even if not listed in this Policy, may characterize a corruption act.
5.8. Violation of the Law or of the Policy
5.8.1. Violations
The violations of this Policy shall be investigated and analyzed on a case-by-case basis, and may result in sanctions to the involved parties, without prejudice to eventual communication to the competent authorities, as the case may be.
The sanctions to natural persons may include disciplinary actions, including dismissal with cause, contractual termination, without prejudice to other sanctions previously established by the firm.
5.8.2. Duty to Communicate
Any Collaborator or Third Party who knows or suspects of the occurrence of any violation of this Policy shall contact the Responsible party of his area and/or the Compliance Committee.
Felsberg Advogados does not tolerate any act of retaliation against a person who in good faith reports suspected violations of Anti-corruption Law or this Policy. The firm guarantees the confidentiality of the information reported and the anonymity of the persons who file a report or charges. If any Collaborator is involved in retaliation acts, he shall be subject to the application of disciplinary measures and even to the termination of the employment contract.
6. PENALTIES AND DISCIPLINARY MEASURES
The Brazilian and international legislation provides on civil, administrative and criminal sanctions, including detention and fines, to individuals and legal entities adopting illegal practices.
In cases of violation of this Policy, adequate disciplinary measures shall be taken by Felsberg Advogados.
7. FINAL PROVISIONS
Felsberg Advogados is responsible for continuously monitoring, updating and improving its integrity instruments, including the present Policy, aiming to prevent, detect and fight any of the harmful acts provided for herein.
