Compliance, Anti-corruption and Integrity Policy
1. OBJECTIVE

This policy establishes the compliance principles, directives and functions in all levels of PHX, as well as all the companies controlled and/or connected to PHX, besides disseminating the culture and practical actions of compliance, demonstrating the importance of knowing and following the legal determinations, rules and norms as well as external and internal procedures.

2. DEFINITIONS

To be in Compliance means to be in conformity with the legislation, the regulations, norms and procedures, internal and external, as well as with the corporate principles that guarantee the best market practices and Corporate Governance, trying to mitigate the risk of “Non-Conformity”. The Risk of Non-Conformity is defined as the risk of compromising PHX´s and its co-companies and/or controlled companies´ integrity, by not following the applicable legislation or regulation, national or foreign, the internal or external norms, that may lead to legal sanctions and/or reglementary, or even, to financial losses and damage to its reputation and/or image.

Compliance Policy is a program that intends to prevent and/or identify conducts that are not in conformity with the rules (legislation, regulations, norms and procedures, internal and external), identifying risks and/or causes and acting to prevent and/or correctively, promoting also a culture that encourages the abidance of established laws and an ethical conduct, oriented by the principle that “it´s better to do what is correct”.

3. COMPLIANCE DIRECTIVES

3.1. Disseminate the principles, directives and conducts established in PHX´s and other companies under its control and/or co-companies Ethical Code;

3.2. Spread high integrity and ethical values standards through spreading the culture that approaches the importance of PHX´s and other companies under its control and/or co-companies’ conformity

3.3. Protect PHX´s reputations and other companies under its control and/or co-companies, maintaining the shareholders´, partners´, clients´, collaborators´ and society´s trust, overall;

3.4. Assure full access to any information, provoking or following investigations when not compatible with the compliance policy;

4. COMPLIANCE POLICY DIRECTIVES

This Policy is aimed to assure an ethical and moral conduct, the solidity, sustainability and continuation of PHX´s business. Therefore, violations to these directions, as well as to Law 12.846/13 and other legal dispositions that deal with corruption related subjects, will be thoroughly investigated and if proven to have occurred a transgression, disciplinary and legal measures will be applied.

In case these violations are realized by PHXs internal collaborators, the penalizations include warnings, suspensions, resignation and all other sanctions foreseen in the law, and will be attributed to the professional by the Company´s Administration.

Violations that are realized by third parties are passive of being fined, contract termination and judicial action, depending on the gravity of the infraction.

The present Policy´s basic directives are:
  1. Maintaining high standards of integrity and moral and ethical values through the dissemination of the culture that emphasizes and demonstrates to all collaborators the importance of Compliance in every entrepreneurial aspect;
  2. Ensure the conformity with applicable laws and regulations of national and international organs and agencies as well as abiding to established internal policies, norms and procedures;
  3. Guarantee internal structure controls that conduce to the comprehension of the main risks resulting from internal and external factors the company may run into, in order to make sure they are identified, evaluated, monitored, controlled and mitigated in an efficient and effective way;
  4. Keep the Compliance Program aligned with the best practices, which should periodically be revised and updated, in order to correct eventual deficiencies that may arise and quickly correct them to guarantee its efficiency and effectiveness;
  5. Align the Compliance Program to the objectives established by the company as well as to the periodic business strategy and instituted policies review;
  6. Assure the existence of responsibility attribution and responsibility delegation, observing the hierarchic structure established by the company, guaranteeing the appropriate distribution of functions, in order to eliminate the attribution of conflicting responsibilities, as well as reducing and monitoring, with the appropriate independence required, potential conflicts of interest that may exist in the areas;
  7. Assure the consistency and tempestivity of the information that are relevant for decision making or that may affect the company´s activities, through a trustful communication process, accurate, comprehensible and accessible to the external public and collaborators;
  8. Maintain the control and contribute for the efficiency and improvement of tools of the company´s Compliance environment, as follows:
    1. The Ethical Code;
    2. The Conduct Code;
    3. The Individual Work Contract.
  9. Realize a regular communication and training process of this Policy, of the respective procedure, as well as the Ethical Code and other Compliance documents, to all interested parts;
  10. Guarantee the elaboration of reports to be seen and approved by the Directors, at least every six months.
In your relationship with the clients, suppliers, partners and governmental organs, the conduct of PHX´s collaborators must be governed by the following characteristics:
  1. It's expressively forbidden to all PHX collaborators to:
    1. Make and/or receive any inappropriate, doubtful, informal or illegal payments coming from the public or private sector, as well as to favor, through the concession of incorrect benefits or different from usual commercial practices, clients or suppliers, in detriment of others;
    2. Offer, give or promise any kind of privilege, gratification or advantages to public employees or similar, for them to practice, omit, retard or influence the work.
    3. Request or receive, directly or indirectly, any whatsoever privilege or advantage coming from public employees in reason of their position or function;
    4. Subside, directly or indirectly, public agents, political parties or candidates to a political office under the expectation of retribution, of any nature, for himself or the company.
  2. In the processes related to the hiring of suppliers and service suppliers, an enabling procedure must be done in order to identify eventual risks that may harm PHX´s interests;
  3. In case PHX is inspected, the responsible internal areas must supply the inspection agents with all the necessary information, giving them all the necessary support to clear any doubts that may arouse and allowing access to the documents requested, all of this must be formalized and supported by the Legal Relations Office.
5. Communications

Not only regarding the “Ethical Conduct”, we also incentivate our collaborators to communicate any violation to this policy, including doubtful subjects related to all areas of the company. The communications can be sent to:
  • Complaint Channel; or
  • To your immediate supperior;
The communication of these possible violations will be treated with absolute secrecy, with consequences based on the principle of enough information and, according to the needs and circumstances.

PHX has an e-mail ombudsman@phxservices.com and a phone number +55 11 2408-4302 for eventual complaints. The problems related to the fulfillment of these PHX directives will be investigated.

There will not be or will be admitted in any way, any form of retaliation or prejudice against the collaborator that informs a supposed violation to this Compliance, Anti-corruption and Integrity Policy.

PHX WILL GUARANTEE CONFIDENTIALITY DURING THE ENTIRE PROCESS AND THAT THERE WILL NOT BE ANY KIND OF RETALIATION TO THE COMPLAINANT, UNDER ANY HYPOTHESIS.

5.1 Investigation and answer to the complaints received: all complaints received will be investigated according to the specific norm and procedures for this subject. The investigation will be done by an internal or external investigator, according to the gravity or specialization need for the investigation. The investigation must be limited to the investigation of the facts, totally determining if there is an improper conduct or not, who was involved and under which circumstances. The investigation will always be independent and based on facts and data.

The main objectives of the investigation are to minimize risks, identify the opportunities for improvement, protection of the company´s image and explanation of the facts. PHX will not divulge the details and decisions taken of a process under investigation. A summary may be communicated regularly, with the main statistics of the investigations such as: number of complaints, types, results and applied sanctions. This point will also be defined in a specific norm, that will be elaborated during the implantation of the Compliance Program.

Besides this, an eventual evaluation will be done to identify problems that have been worked upon and continue to happen (“chronic problems”) and opportunities that have been identified by the acquisition of new knowledge and development of the own policy. These evaluations will be conducted by PHXs high administration, being at that time implemented and evaluated as to its effectiveness.

6. FINAL DISPOSITIONS

A Compliance Policy does not guarantee that the laws, norms and procedures be followed. This can only be obtained when each PHX collaborator and co-companies and/or controlled companies abide by the laws, norms and procedures by executing their work, every day.

For this reason, it is of fundamental importance that everyone understands the importance of this program and dedicate to its work, realizing it with an ethical conduct. This way we will consolidate a winning CULTURE at PHX.

We declare that this document is a faithful copy of PHXs Compliance, anti-corruption and Integrity Policy approved at the Board of Directors meeting held on September 15, 2017.
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