CODE OF CONDUCT
Commitment to Ethics
We present our Code of Conduct. It will support FR Agency’s Ethics and Program, assisting in our day-to-day judgments.
This document is based on core values such as inspiration, impact, intuition, innovation, integrity, inclusion, integration, communication, curiosity, courage, passion, freedom, and responsibility, aiming to offer guidance on expected behaviors in a set of situations, serving to confirm and formalize our commitment to act always in an ethical and responsible manner.
This document must be understood as a guide rather than a book of rules due to the inability to cover the entire universe of situations we may potentially face in our daily work.
Any suggestions on improving this Code of Conduct are welcome and will be carefully and thoroughly considered and evaluated.
The principles and guidelines established herein must guide the activities of FR Agency and its Employees and contractors.
This guide must be clearly understood by our employees and contractors, as they are obliged to know and comply with this Code of Conduct, as well as all internal rules and regulations and applicable legislation.
II – What is a Code of Conduct?
It is a document that brings together the core principles that support the purpose of our business. All the people who make up FR Agency must act in a trustworthy, correct and efficient manner in the search for results, always based on the values expressed in this Code, in internal rules and regulations.
III – What are the goals of the Code of Conduct?
To provide understanding, respect and practice regarding the business values of FR Agency for all partners, employees, service providers, partners, suppliers and clients in the locations where we operate, so that everyone acts in a correct, respectful and fair manner towards the wider community and the environment.
IV – To whom does the Code of Conduct apply?
The Code of Business Conduct applies to all professionals who work for FR Agency, its contractors, suppliers, and individuals and companies that in some way relate to FR Agency.
V – Mission, values and principles
FR Agency's mission is to be a reference in the field of communication, to provide specialized services with excellence and agility, and to develop internal values that enable the intellectual and professional growth of our employees based on three pillars:
• Credibility: we must work in such a way that our technical capacity makes us a reference in our field of action.
• Independence: we base our solutions on neutrality, independence, and technical rigor.
• Integration: we offer solutions that combine expertise in different areas of knowledge.
Our daily work is guided by core values that direct our relationships, whether with customers or the people who share our work environment. We act with integrity in all spheres, following the laws, and we value the following:
On our working environment:
• Promoting a system of meritocracy and respect;
• Valuing diversity and specific contributions, fostering an inclusive, open and trusting environment;
• Never allowing discrimination and harassment of any kind.
When relating with clients:
• Prioritizing their interests over the interests of FR Agency;
• Preserving their confidentiality;
• Acting professionally.
VI – Our conduct in our relations
VI.1 – With workers
FR Agency acts under labor legislation and aims to create a safe work environment, free from abusive, violent, threatening or harmful behavior. Collaboration and trust are fundamental factors for the success of our work.
We do not tolerate any form of harassment, bullying discrimination, prejudice, bullying or disrespectful behavior. We respect and encourage open dialogue and do not tolerate retaliation against anyone who speaks up in good faith.
Our decisions regarding recruitment and hiring, salaries, promotions, employee performance and task assignment are made based only on the contributions and skills demonstrated by our employees.
VI.2 – With clients
FR Agency always places the interests of its clients above its own, providing services with integrity and competence. All clients are treated equally, and the interests of our workers must never prevail over the interests of clients.
We only agree to provide services for which we consider ourselves qualified and when we believe they will benefit the client. On some occasions, we can recommend that other professionals participate in a specific job whenever their knowledge and skills better serve the client, and we do not gain any financial advantage from this referral.
We do not promise any specific results or create unrealistic expectations. If any relationship, circumstances or interests may influence our judgment or impair the objectivity of our work, we feel obliged to notify the client immediately.
Our employees and contractors will not seek advantage of financial or any other nature due to the knowledge acquired due to the relationship with the client.
We maintain the confidentiality of all private information obtained from the client during our professional work. All data relating to clients is the company's property, and our workers are committed to keeping this information confidential, even after leaving the Agency.
Our contracts are drawn up and negotiated under the law and in an ethical manner.
We strictly comply with our contractual obligations under the agreed terms and conditions.
VI.3 – With competitors
FR Agency believes that free competition stimulates efficiency and innovation in the industry, benefiting our clients and society as a whole.
We do not enter into contracts with our competitors, whether formally or informally, to unlawfully restrict competition, set prices or allocate customers, markets, people or services.
VI.4 – Com os fornecedores e prestadores de serviços
We purchase goods and services based on price, quality, reputation, performance and suitability. We do not buy goods and services from our customers just because they buy from us.
We expect our suppliers to comply with the law, and we include anti-corruption clauses in strategic contracts.
We do not accept that suppliers offer or promise personal benefits or bribes to our workers or third parties to gain or maintain business or relationship advantages.
VI.5 – With business partners
Our choice is based on objective criteria that involve complementarity of services, technical capacity, suitability, integrity and reputation.
We expect our business partners to comply with the law and the rules applicable to their businesses, to act with integrity, and to strive to uphold the highest ethical standards.
We do not accept that our business partners offer or promise personal benefits and bribes to our workers or third parties to gain or maintain business or relationship advantages.
VI.6 – Com a imprensa e demais influenciadores
Our relationship with the press and social media influencers is based on transparency, credibility and ethics.
We do not disclose information about our clients and their partners to the press without proper authorization.
VII – Specific conduct policies
VII.1 – Conflicts of interest
Conflicts of interest can arise in several situations.
We ensure the right of employees and contractors to participate in any business of a private or personal nature outside the office, provided that, in addition to being legitimate and legalência, ou que possam interferir no desempenho de seus deveres dentro do escritório.
We ensure the right of employees and contractors to participate in any business of a private or personal nature outside the office, provided that, in addition to being legitimate and legal, it does not interfere or conflict with our interests and does not result from confidential information obtained in the exercise of their professional activity at FR Agency.
If any conflict of interest is identified, the worker or third party must notify their immediate superior.
VII.2 – Bribes, anti-corruption and money laundering
We do not offer or accept bribes, including inappropriate gifts or entertainment. Even if our competitors offer bribes or make questionable payments, we have a zero-tolerance policy for these practices and other activities that violate these laws.
We do not allow our employees and contractors to offer or accept bribes or make questionable payments on our behalf.
We abide by anti-corruption laws without exceptions.We obey anti-corruption laws without exception.
We do not engage in any money laundering or terrorist financing activities, nor do we assist our third parties to do so.We do not engage in any money laundering or terrorist financing activities, nor do we assist third parties to do so.
VII.3 – Political positioning
The political affiliations or personal opinions of our Employees and contractors do not represent those of FR Agency. We do not use company resources to support, endorse or oppose any political position, party or candidate.
VIII – Gifts and giveaways
Any gifts, giveaways, meals and accommodation offered or received by FR Agency, its employees and contractors must be legitimate, that is, without the purpose of corruption; must be reasonable and not too frequent, and must be such that they are not misinterpreted as a bribe. Cases that do not fit this definition must be declined.
Many companies have specific policies for their employees about what they can accept. Such policies must be observed regarding our clients.
IX – Conduct towards public authorities
Any relationship with authorities, politicians and public agents must be guided by the principles that govern public administration, namely, legality, impersonality, morality, publicity and efficiency, and by professional and correct attitudes. FR Agency repudiates any harmful act against public property.
FR Agency does not tolerate practices that involve undue advantages to a public agent, fraud in contracts and bidding procedures, and the obstruction of investigative or inspection activities by public agencies. If any person linked to FR Agency becomes aware of such attitudes, they must report them to their immediate superior or report the incident through the Aliant Channel at https://canal.aliant.com.br/nexcom.
X – Donations and sponsorships
FR Agency does not contribute or donate to candidates or political parties. Possible personal contributions or donations made by FR Agency workers or third parties in this regard cannot, under any circumstances, include FR Agency resources.
Donations, contributions or sponsorships to philanthropic institutions, agencies and associations must be transparent and always respect the legislation.
Donations and sponsorships for events must be made transparently, for a legal purpose, linked to the business of FR Agency, and documented in a specific sponsorship agreement.
We do not allow donations that aim to obtain an undue advantage.
XI – Remuneration
FR Agency charges reasonably for its services. Its remuneration is determined based on the nature of the services, the required time, our experience, skill and reputation, the degree of responsibility assumed, and the benefits obtained by the client.
We do not accept commissions, gratuities or any other advantage from people and organizations whose services, supplies or equipment we recommend during our work.
Reimbursable business expenses are sent to our clients in an accurate and documented manner.
XII – Confidentiality, data privacy and privileged information
We respect the privacy and confidentiality of information from our customers, our employees, third parties and other parties with whom we have a professional relationship, in compliance with data privacy laws.
We protect personal and confidential information in any format.
We collect, store, use, transmit and work with personal and confidential information in a transparent and trust-inspiring manner. We use and maintain workers, third-party and client personal data and other confidential information only if we have a legitimate reason (a specific purpose) to do so. Access to this information is also granted only if there is a legitimate reason for doing so.
The duty of confidentiality of our employees and contractors is not extinguished when they leave FR Agency. We expect employees and contractors to continue respecting the confidentiality of information even after their departure.
We are cautious when discussing clients’ issues in public places and do not inappropriately disclose confidential information, including when using social media.
We protect information and physical electronic assets to which we have access, including from malicious threats and accidental loss.
We securely store all paper and electronic records and keep them only for the periods agreed upon or required by law.
We retain relevant information when we know or anticipate the possibility of an investigation, litigation or other matter, or when we are instructed to do so.
We never inappropriately trade or disclose inside information.
Lists of clients and other commercial information are property of FR Agency. Employees and contractors are not allowed to disclose or use them for any purpose other than that.
Employees and third parties must maintain strict confidentiality regarding any confidential or strategic information from Fato Relevante.
XIII – Intellectual property
We protect and honor the intellectual property rights of others, just as we protect the intellectual property of FR Agency, including our accumulated knowledge.
We require our employees and contractors to honor their commitments to former employers, and we do not allow them to use, disclose or bring to FR Agency any electronic or physical documents from companies for which they worked previously.
We do not allow employees and contractors to download or use the copyrighted content without proper licenses.
Our intellectual property is an important differentiator and, therefore, must be protected and kept safe by everyone, both employees and contractors. All content produced by employees and contractors in their work is the property of FR Agency.
Our Employees and contractors authorize FR Agency to use the content of their photographic image, registered by us and for an indefinite period, for commercial dissemination and all legal purposes, and the content presented must be maintained and respected.
XIV – Use of social media
We expect our employees and contractors to publish their opinions on social networks based on the principle of good faith and loyalty, acting with common sense, and that they do so only in their name, avoiding associating personal opinions with FR Agency.
We recommend to employees and contractors that:
Protect private information related to their professional activities at FR Agency;
• Protejam as informações privadas relacionadas às suas atividades profissionais na Agência FR;
• Protect the intellectual property of FR Agency and respect the rights and privacy of others.
We do not authorize our employees and contractors to post or disseminate derogatory or offensive comments about the company, the work environment, colleagues, customers, competitors or partners.
We do not allow employees and contractors to publicly identify a company as a client unless they have the necessary authorization to do so.
XV – Use of company assets and resources
Employees and contractors must make responsible use of the equipment and tools in their possession and the assets in common use, doing their best to avoid accidental loss, damage or harm.
The sharing of access passwords to the network and internal systems of FR Agency is prohibited, as these are for personal use and cannot be transferred.
Installing and duplicating software or modifying settings that compromise the security of our technology is prohibited. We only use third-party web-based services and data backup solutions approved by FR Agency.
Use of telephones, computers and the Internet must be done responsibly and, above all, for legitimate business purposes. Personal uses must occur under the principles of good faith and common sense.
To protect the company, members and assets, FR Agency may request an inspection of personal property, within the limitations established by law, and may monitor, at any time, all office assets, including personal computers, emails, instant messaging and Internet usage.
XVI – Accounting records
FR Agency has a transparent accounting and financial record system that fully and accurately reflects all transactions. We comply with regulatory and accounting standards and applicable legislation.
We do not carry out operations of a financial or equity nature outside the commercial or tax books.
XVI – Cooperation with authorities
We promptly respond to requests from government and industry authorities for information in compliance with applicable laws and professional obligations.
XVIII –Moral and sexual harassment
Moral and sexual harassment are unacceptable practices at FR Agency, which values a respectful and dignified work environment.
XIX – Hiring friends and relatives
Referring friends to existing vacancies at FR Agency is an encouraged and traditional practice. It is the responsibility of the contracting area to decide, after regular selection, to hire the referred professional, and any pressure to influence the admission, promotion or dismissal of these professionals is not admissible. Hiring a family member is prohibited, regardless of the existing bond.
XX – Unauthorized payments
FR Agency does not make payments to anyone unless at least two directors have previously approved said expenditures. Violations of this practice will lead to summary punishment and appropriate legal measures.
XXI – Child Labor and negative or limiting discrimination practices
FR Agency does not use child labor and should seek to make sure that its suppliers follow the same principle.
It also does not use practices of harmful discrimination that restrict accessing or maintaining an employment relationship, such as, but not limited to, gender, origin, race, color, physical condition, religion, marital status, age, familial status, or pregnancy status.
XXII – Political-Party Activities
FR Agency does not carry out any political activity. Professionals with ties to FR Agency who are interested in participating in this process must do so individually, without involving the name or resources of the company. No professional is authorized to request support, financing, participation or involvement of other professionals with any candidate or political party, nor to carry out political activities within the work environment and during the work time.
XXII – Environment
FR Agency complies with legislation and environmental standards, seeking the rational use of natural resources and the preservation of the environment.
XXIV – Responsibility for the Code of Business Conduct
Responsibility for this Code of Business Conduct rests with the Ethics Committee of FR Agency. Each team leader is a representative of the Ethics Committee regarding the professionals they lead and has the following obligations:
XXIV.1. Familiarize themselves with this Code and clarify their team's doubts about the content of this document. If they have any doubts, they should forward the questions to the Ethics Committee and then return to their subordinates, ensuring no points are left to be clarified.
XXIV.2. Follow this Code so that their behavior and attitudes correspond to this document's content, serving as role models to their subordinates.
XXIV. Disclose it to their team members (Employees and contractors).
XXIV.4. In the case of identifying violations of this Code, handle what is necessary so that the violations are corrected and eliminated, informing the Ethics Committee about the actions taken and making sure to act on additional measures, all under the instructions provided by it. fornecidas por esta.
XXV – Code violations
All its employees and contractors must know, disclose and comply with this FR Agency Code of Conduct to properly perform their activities. We encourage everyone's collaboration in combating any irregularity.
Our employees and contractors have the right and duty to report any violation of this Code or any illegal practices. In these cases, they should contact their immediate superior, Conduct must immediately notify the company through the Aliant Channel at https://canal.aliant.com.br/nexcom..
We will take all possible measures to investigate the facts and clarify the doubts raised, acting discreetly, preserving the whistleblower's identity, and ensuring that there is no retaliation.
We re-emphasize that this Code is not intended to address all situations that may arise during the activities of each FR Agency’s employee or contractor. This is why the employee or contractor must seek their immediate superior in case of doubt about how to act in a specific situation.
XXVI – Disciplinary measures
Without exception, all employees and contractors of FR Agency who fail to comply with this Code will be subject to the following sanctions, without any gradation to be followed. Failure to comply with the commitments contained in this Code of Conduct will be treated as a matter of extreme gravity and may give rise to:
For partners
• Dismissal from the company, under chapter 1,085 of the Brazilian Civil Code, without prejudice to applicable civil, criminal or administrative liability.
For employees
• Verbal or written warning;
• Suspension; or
• Termination of the employment contract, at will or for cause.
For contractors
Contractors who violate this Code will be subject to the specific sanctions provided for in the respective contracts, such as, for example, the termination of said contract or the termination of the contractual relationship, without prejudice to applicable civil, criminal or administrative liability.
XXVII – Reporting channel
All employees and contractors who have ties with FR Agency and have doubts about how to act or are aware of any illegal act or non-compliance with this Code of Conduct must immediately notify the company through the Aliant Channel at https://canal.aliant.com.br/nexcom..
Messages sent to the Complaint Channel are guaranteed by absolute secrecy of identity, protecting the whistleblower's anonymity and preserving the information so that a fair investigation can occur. When deciding to denounce, we ask that you provide as much information as possible that can prove it, allowing a fair investigation of the conduct.
No one will be punished or retaliated against for submitting information provided in good faith about suspected behavior contrary to this Code.
XXVIII – Terms and expressions used in this document
Administrators: Members of the Board of Directors, Fiscal Council, Committees, Directors and President.
Algo de valor: Cash, gifts, meals, entertainment, sponsorships, donations, job openings, goods or property, inside information, and tipping (types of confidential information that can impact a company's stock value, such as news about mergers, acquisitions or sales of subsidiaries, planned offering or sale of company securities etc.).
Personal harassment: Recurring aggression through rude or inappropriate words and gestures, malicious comments, bullying, prejudiced or discriminatory insults, intimidation, rumors and jokes that could humiliate anyone who maintains a contract-bound relationship with FR Agency.
Sexual harassment: Distress caused by someone seeking sexual advantage or favor or one that forces the individual into any unwanted sexual context. It occurs through undue sexual advances, lewd comments, or obscene remarks. This includes promising or providing employment, promotion, remuneration or special treatment in exchange for sexual favors. It also includes inappropriate or unwanted touching and posting or sharing obscene images, objects or materials.
Code: Set of rules, laws or norms.
Conduct: Behavior, moral procedure.
Employees: Individuals who work at FR Agency under common labor laws (CLT regime).
Ethics: Set of customs, habits and behaviors.
Family : Are considered family: spouse, partner, father, mother, children, siblings, grandparents, grandchildren, aunts, uncles, nieces, nephews, cousins and in-laws such as parents-in-law, children-in-law, brothers-in-law, stepparent and stepchildren.
Suppliers: Business partners, which may be individuals or companies with which FR Agency maintains a relationship.
Code of conduct: Rules and behaviors that regulate the actions of FR Agency and that indicate the conduct that must be followed by its employees, suppliers, service providers and partners.
Partners: People who work at FR Agency, regardless of their position, function, activity or length of service.
Professionals: People who work at FR Agency, regardless of their position, function, activity or length of service.
Values: FR Agency's commitments to society in general, to its employees, service providers, professionals in general, and partners.
São Paulo, November 2022.
FR Agency