MESSAGE FROM THE FOUNDING PARTNERS
Dear Colleagues,
We believe that there is a strong correlation at Felsberg between ethical conduct and success. As we continue to grow as a full-service firm with an international presence, we remain committed to creating and maintaining an ethical business culture based on the core values on which Felsberg was built and which will continue to serve as the foundation upon which we will continue to grow and prosper.
Our history of over 45 years has been and is written with dynamism and pioneering in a constantly changing world. With our set of talents, we combine knowledge and experience, advance and modernize each day, seeking new horizons to meet the needs and challenges of our clients and the market.
We combine experience, tradition, and excellence with efficient, responsive, and focused service that delivers innovative solutions in the context of a constantly changing world.
We believe that the combination of individual, plural, and harmonic values allows us to have a broad and multidisciplinary vision, focusing on our clients’ current and future needs, and combining security and added value with the provision of legal services, treating all our clients with the same attention and excellence, regardless of their size or economic activity, making their necessity our mission; we focus on rendering services with our clients, not for them.
Teamwork, experience, and boldness. This is what defines us and allows us to build valuable relationships.
Looking at today, focusing on tomorrow. This makes us unique, different and keeps us ready.
Thomas Benes Felsberg | Maria da Graça de Brito Vianna Pedretti
INTRODUCTION
We believe that we must act with integrity at all times and situations. Our partners, employees, service providers, clients, suppliers, and communities deserve and expect no less from us.
As business becomes increasingly complex, the right steps may not always be obvious. This Code was created to help you understand Felsberg Advogados’ basic principles and policies that apply to many common business circumstances. However, it is impossible to cover all possible situations. If you do not find the answer here, we encourage you to contact the various people in the firm who are ready to help.
WHO SHOULD FOLLOW THIS CODE
Felsberg Advogados’ Code of Conduct provides for basic principles and standards by which we carry on our business. It applies to all partners, employees, agents, consultants, apprentices, interns, and other service providers, demonstrating a clear expectation that these principles and standards should be followed in all work-related activities. Partners have the additional responsibility to lead by example and ensure that the Code is followed. Regardless of your position in the firm, breaches to the Code shall not be tolerated.
Although the Code covers a wide range of subjects, it is impossible to address all the issues you may have or all the situations you may face. The Code is not a substitute to common sense. Whenever in doubt, seek guidance from one or more resources mentioned in this Code.
If you are an employee and have any questions, contact your supervisor, the Chief Operating Officer or the Executive Committee. If you are not an employee, please talk with your contact in Felsberg Advogados.
Felsberg Advogados’ success relies on each one of us. Acting with integrity and the highest ethical standards is not only a good system, but also a good business. All partners, employees, and other collaborators trust you to do the right thing. We know our reliability is well deserved.
GUIDELINES
Because Felsberg Advogados works in collaboration with partners around the world, our activities may be subject to the laws of various countries, governments, and government agencies, and each of us is responsible for knowing and complying with the laws that apply to places where we work.
Whenever you have questions about the laws in force that apply to your activities, you should contact the Felsberg Compliance Committee for advice.
Personal Conduct
Felsberg Advogados’ reputation is its biggest asset. Our individual and collective actions shall be taken to reinforce this asset. Felsberg may only prosper if we serve our clients well. Our goal should be to provide services, always meeting and exceeding the quality and performance expectations of our clients.
Partners, employees, apprentices, interns, and other service providers should endeavor to properly treat clients, suppliers, and other business partners who may relate directly or indirectly to Felsberg Advogados.
The full compliance with applicable laws is a fundamental principle on which the Firm conducts its business. Felsberg also conducts its business according to solid ethical standards. Obtaining business through illegal acts or unethical conduct is unacceptable.
In conducting the business and operations of Felsberg Advogados, all professionals covered by this Code shall act in accordance with the requirements of applicable laws ethically and fairly. No one should take unfair advantage through manipulation, concealment, insider trading, misrepresentation of important facts, or any other dishonest trading practice.
Diversity and Inclusion
Felsberg Advogados believes that it is the responsibility of every institution not only taking care of its business but also contributing to the development of the society, acting to carry out impactful and social transformation actions.
Felsberg believes that full social and individual development may only take place in an inclusive
and plural environment of cordiality and cooperation.
Felsberg believes that the pursuit of a fairer, more equitable, and supportive society is the role of all individuals and institutions.
Felsberg believes that law firms, as professionals of the law, the true instrument to promote justice and pacify of social relationships, hold an even greater responsibility to act in search of improvements to social conditions.
Felsberg believes that differences and plurality of individuals add to the creative process and for a wider view of legal matters, attributes that are necessary for the modern legal practice.
Imbued with this spirit, which is aligned with its values and its institutional mission, Felsberg Advogados embraces the cause of diversity, whether of race, sex, color, gender, sexual orientation, religious belief, or any other individual or collective dimension.
All professionals covered by this Code are invited to contribute to diversity-related initiatives through ideas, suggestions, and especially through their effective day-to-day participation in building an egalitarian environment of tolerance, cooperation, and integration.
Conflicts of Interest
It is the responsibility of all professionals covered by this Code to avoid any activity or relationship that may interfere or appear to interfere with their independent objectivity and discretion on behalf of the Firm.
The conflict of interest occurs when a person’s private interest interferes in some way, or even appears to interfere with the interests of the Firm as a whole. A conflict situation may arise when one of the professionals covered by this Code takes action or has interests that may make it difficult for them to objectively and efficiently work. Conflicts of interests also arise when a relative of the professionals covered by this Code receives undue personal benefits as a result of the position they hold in the Firm.
Some basic rules that apply to professionals covered by this Code regarding issues on conflicts of interests are briefly described below:
While one may not write specific rules that address every possible conflict of interest situation,
ask yourself the following question: “Am I or any relative of mine receiving any improper personal benefit resulting from this decision or commercial transaction?”
To prevent a possible conflict of interest from happening, your answer to this question shall clearly be “No”. You shall not carry on with the transaction or activity otherwise.
Moral and Sexual Harassment
Felsberg Advogados will not tolerate any discriminatory harassment in any way by professionals covered by this Code or by those who professionally deal with us. This includes any unwanted conduct of verbal, physical, or graphic nature regarding race, creed, color, religion, gender, nationality, sexual preference, marital status, age, individual disability, or any other illegal or inappropriate factor. Anyone who deliberately commits or ignores harassment will be subject to disciplinary action up to and including losing their job or terminating their relationship with the Firm.
Health and Safety
One of Felsberg Advogados’ most important responsibilities is providing health, protection, and safety to the professionals covered by this Code. We must strive to maintain a level of safety performance that provides a positive working environment, minimizes the risk to our people, and supports our relationships with the clients. We must comply with the following basic principles:
For all activities involving situations of imminent risk, the Human Resources Department shall provide risk assessments, determine safe working practices, develop safety operating procedures and take the necessary measures to minimize the risks to which professionals covered by this Code are subject.
Safety will have the same relevance level attributed to cost, quality, and productivity. Felsberg Advogados’ commercial decisions pay attention to safety the same way as to other commercial criteria. Safety shall never be jeopardized to reach productivity goals and/or other demands inherent to the business.
Safely working is a key element in the performance by the professionals covered by this Code. Everyone is responsible for working safely, immediately communicating work accidents, and taking part in accident and incident investigations. Everyone shall be liable for their conduct as to their actions or omission not to cause accidents to themselves, their workmates, or the general public.
Anti-corruption
Felsberg Advogados bases its actions on ethics and transparency, not tolerating the use of Firm resources or assets for any illegal, improper, or unethical purpose.
Anti-corruption guidelines are in Felsberg’s Anti-Corruption Policy, available on the Intranet, in compliance with Law No. 12846/2013, Federal Decree No. 8420/2015, 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.
Souvenirs and Gifts
In many countries, gifts and presents play an important role in conducting business. However, they may breach main anti-corruption policies (Federal Law No. 12846/2013, FCPA (Foreign Corrupt Practices Act), and UKBA (United Kingdom Border Agency)) and shall be granted in a guided and measured manner. In addition to these policies and the guidelines contained in Felsberg’s Anti-Corruption Policy, the following general guidelines should be observed when awarding gifts and presents:
Travel and Entertainment
It is Felsberg Advogados’ policy to reimburse professionals covered by this Code for all travel and representation expenses deemed reasonable and within the scope of theFirm’soperational activities, including participation in professional, academic, and association activities related to the Firm’s areas of activity and that are consistent with the objectives. Alternative means of travel, such as video conferences and “web-meeting” meetings, should be considered when feasible to reduce or avoid unnecessary expenses.
It is the responsibility of the partners and Operations Department to care for the application of these guidelines and other instructions in Felsberg Advogados’ travel policy, available on the Intranet.
Political Contributions and Charity Donations
Donations and political contributions on behalf of Felsberg Advogados are subject to approval by the Compliance Committee and the Executive Committee. Donations and contributions that may appear to be for any kind of favoritism should be avoided. Employees and Third Parties are forbidden from making donations and contributions on behalf of Felsberg Advogados.
Under current legislation, resources intended for election campaigns will only be allowed when they come from: the candidates’ own resources; financial or estimable cash donations from individuals; donations from other parties and other candidates; the commercialization of goods and/or services or promotion of fundraising events held directly by the candidate or party; revenues from the financial application of the campaign resources.
Charitable contributions, when made to organizations in which Public Officers or Persons Related to Public Officers are acting as managers, raise concerns under international anticorruption laws. FCPA and the United States’ authorities consider that donations made to a Public Officer’s charity are a benefit to the Public Officer themselves. Thus, any charitable donation related to a Public Officer shall be previously discussed and approved by the Compliance Committee/Executive Committee.
Donations may not be offered, promised, or given if they are intended to influence the action of
authority or gain an improper advantage. Donations to individuals, for-profit organizations, nontax-exempt organizations, or whose purposes are not compatible with Felsberg Advogados’
conduct principles and guidelines are not allowed.
Payments to private accounts or in cash are not allowed.
Antitrust and Fair Competition
Felsberg Advogados strongly defends the principles of fair competition, complying with antitrust laws and competition laws of all jurisdictions in which it operates. None of the professionals covered by this Code may partner with any competitor or potential competitor (whether by telephone, correspondence, meetings, or elsewhere) to discuss or control the pricing of Felsberg Advogados services, to book markets, territories, or clients, boycott Firm services prices.
Likewise, agreements restricting pricing to clients or requiring sales that require the purchase of other items from the same supplier are strictly prohibited.
Professionals covered by this Code should pay particular attention to these responsibilities when engaging in trade association activities in which contact with competitors may be unavoidable. Be careful about informal business discussions because appearances may have serious consequences.
Third-Party Information
Felsberg Advogados conducts its business to the highest standards of ethics and integrity and relates only to qualified and righteous third parties. To ascertain the righteousness of the Third Party, the Firm should always perform due diligence prior to hiring them and subsequently monitor their activities.
Use of Firm Materials and Property
We should all protect the Firm’s assets. Among others, our responsibility is to ensure that Felsberg Advogados’ assets are correctly kept and used only to promote its commercial purposes.
The professionals covered by this Code shall always first think if a decision of using or employing the Firm’s assets meets its best interests. Felsberg Advogados’ assets may not be lent, donated, or sold without due authorization. Likewise, they may never be used for personal benefit. It includes, but it is not limited to, credit cards issued by the Firm and computer software.
The Firm’s computers and electronic media systems, such as email, voicemail, and internet access, have been entrusted to professionals covered by this Code to assist in conducting the Firm’s own business. Felsberg Advogados expects all users to behave honestly, professionally, and correctly when using these systems, respect the copyright, computer software license rules, property, and privacy rights of others, as they would do in any other business transaction.
All professionals with access to Felsberg’s information technology resources shall strictly follow the Firm’s guidelines to use the electronic mail and the internet. In addition, like any other business communication, professionals covered by this Code may not upload, view, or download content that may reasonably be considered offensive or harassing towards another person.
The ease of sharing information via email increases the need to carefully use this system to prevent unauthorized communication or very sensitive information exchange. The use of email to communicate commercial secrets or any confidential or sensitive information is strictly forbidden unless previously authorized.
Professionals covered by this Code shall understand that any information inserted in the company’s computer system is owned by the company, and there should be no privacy expectations. Felsberg Advogados reserves the right to monitor email communications and periodically review the records of the use of company computers by professionals covered by this Code to ensure that Firm resources are being used wisely and they are devoted to the highest levels of productivity and professionalism.
By providing internet access, the company uses a range of security schemes as blockages (firewalls and proxies) to keep the protection and safety of the Firm’s networks. Only internet services and functions that have documented business purposes will be enabled in the blockage (firewall). Professionals covered by this Code should never try to disable, shut down, or breach any of the Firm’s security resources. These actions are subject to the penalties under the law in force besides possible liability for caused loss and/or damage
Record Retention
Felsberg maintains a sufficient internal accounting control system to ensure that its records and documentation are accurate and complete.
Expenses incurred by the professionals covered by this Code shall be proved through a detailed description of the activities and original receipts or invoices. Both the presentation and conscious acceptance of false records, invoices, receipts, and/or invoices are strictly prohibited and subject to the penalties provided by law. False or incomplete inputs on such records or other documents are strictly prohibited.
Protection of the Environment
Felsberg is committed to safeguarding the environment, natural resources, and human health worldwide. Our commitment goes beyond expected compliance with environmental laws and includes the incorporation of safe environmental practices into our decision-making processes. Of which, among others:
Environment audits
Felsberg will constantly assess, through formal audits, the environmental impact of our operating facilities, striving to eliminate unacceptable risks to professionals covered by this Code, neighbors, and the communities in which it operates.
Distribution of funds
Felsberg shall employ enough funds and take the appropriate measures to minimize the impact of its operations on the environment.
Environmental management systems
Each Felsberg Advogados operation keeps environmental management systems under environmental laws, rules, and management practices usually accepted as good ones. Targeting at continuous improvement, environmental performance is an important factor in our management review process.
Environmental Control Programs
At each Felsberg operation, there are air, water, and waste management control programs. Preference is given to technologies, operating procedures, and treatment alternatives that reduce or eliminate waste and emissions at the facility.
Power optimization
We encourage all professionals covered by this Code to use power and natural resources efficiently to support our business operations. Preference is given to sustainable and safe power sources towards the environment.
Waste Management
Felsberg Advogados operations can be expected to dispose of hazardous and non-hazardous waste responsibly while respecting the environment. Hazardous commercial waste facilities are routinely inspected to ensure that we use only those that meet acceptable standards.
COMPLAINTS
Questions, issues, and concerns on professional conduct may usually be solved with the partner in charge of the group or by your immediate superior. If you suspect a breach of this Code of Conduct, you should inform the Human Resources Coordination or Compliance Committee.
When reporting a potential violation of the Code of Conduct, you may choose to do so anonymously or by using one of the contact points above. Ethical questions or violations of the Code that are observed should be reported within 24 hours of becoming aware of the violation. Failure to do so is, in itself, a breach of the Code of Conduct.
Since unsubstantiated claims may unfairly damage reputations, it is important for everyone to exercise extreme caution in making them. Accusations should not be frivolous and should always be as accurate and factual as possible.
NON-RETALIATION
Felsberg 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 ensures confidentiality of the reported information and that persons making an accusation or complaint will remain anonymous. If any professional covered by this Code engages in retaliation, they will be subject to the appropriate disciplinary action, including termination of the agreement with the Firm.
DISCIPLINARY MEASURES
Violations of the Felsberg Advogados’ Code of Conduct may have serious consequences, including disciplinary action up to and including termination from the Firm, as well as possible civil and/or criminal liability. While some sections of our Code address the potential consequences of ethical or legal misconduct, keep in mind that our Company reserves the right to take disciplinary action in response to all acts of misconduct.
In case of doubts on how to act in a certain situation, consult the Compliance Committee or Human Resources Coordination.
MONITORING AND TRAINING
In order to verify the effectiveness of the guidelines set forth herein, periodic monitoring and training will be carried out with the professionals of the Firm, according to a program to be jointly established by the Human Resources Coordination and Compliance Committee.
