President’s Letter
We are reformulating our Code of Ethics and Conduct so that it be compatible with the principles regarding sustainable business and to reinforce our ethical, transparent, and legal conduct concerning our stakeholders: Shareholders, Customers, Suppliers, Co-Workers, Public Authorities, Media, Environment and the Community in general.
We are trying to reflect all ethical principles and standards of conduct set forth by Dr. Olavo to the Boards, which are based on growth, competitiveness and the creation of value for the Itaúsa Group.
Additionally, this Code of Ethics and Conduct reflects our vision on how we should interact with various publics, basing our conduct on values such as: integrity, personal and professional development, respect for human beings, team work, respect for diversity, and social, environmental and cultural responsibility.
We want all our directors and collaborators to become involved so that they share these same principles and values with the community and use them to transmit the Group’s trust and credibility via exemplary professional behaviour.
This Code of Ethics and Conduct is a charter of principles which must guide our everyday activities and the sustainability of our businesses.
We counting on everyone’s collaboration,
Respectfully,
Paulo Setúbal
President
01. WHAT IS THE CODE OF ETHICS AND CONDUCT
This Code defines the way Itaúsa Industrial companies act concerning the society and what they expect from each and every one of their collaborators, independently of their position or function. It has the following objectives:
• To serve as an individual and collective reference for the attitudes and behaviour of our collaborators, so that everybody follows the same values and standards of conduct.
• To guide the relationships Itaúsa Industrial companies have with their collaborators, customers, shareholders, suppliers, partners, shareholder markets, competitors, public authorities and society in general.
• To serve as a guide concerning the activities of the Itaúsa Industrial companies regarding environment and communities where they are present.
• To strengthen the internal and external image of the Itaúsa Industrial companies and of their collaborators, characterizing their attitudes as ethical, serious, legal and committed to citizenship and the community.
02. TO WHOM AND TO WHAT IT APPLIES
All people who work in Itaúsa Industrial companies, whether acting or not on their behalf, concerning:
• Behaviour, attitudes and individual actions.
• External relationships with shareholders, suppliers, customers, partners, shareholder markets, group associations, unions, competitors, third party organizations among others.
• Activities concerning the public authorities, at all levels.
• Activities concerning the environment and communities.
• Relationship of Itaúsa Industrial companies and their collaborators to society in general.
03. ETHICS COMMITTEE
The administration of this Code of Ethics and Conduct is under the Risks and Ethics Committee, which includes executives from Duratex, Elekeiroz and Itautec.
The members of the Committee have as their duties:
• To continually evaluate standards contained in the document and, if necessary, update them.
• To deliberate on questions of interpretation and judge situations of violation of the Code of Ethics and Conduct.
• To proactively disseminate models of conduct and stimulate adaptation of the practices, policies and procedures of ethical principles of Grupo Itaúsa.
• To apply sanctions in case of non-compliance with the determinations of this Code - this can vary from warnings to suspensions and dismissals, depending on the gravity of the violation.
04. APPLICATION OF THE CODE OF ETHICS AND CONDUCT
The application of the Code of Ethics and Conduct will be accomplished according to the guidelines below:
• Each collaborator must observe the performance of this Code.
• It is the managers’ responsibility to ensure that their collaborators know and apply the precepts of this Code, as well as the policies and standards set forth by the Company.
• In case of doubts on the best direction or attitude to follow, the collaborators must consult the Code of Ethics and Conduct or their immediate superior.
• Conflicts of an ethical nature, deviations of conduct and eventual reports or accusations of the non-compliance with this Code should be directed to the Executive Management of Strategic Resources, by telephone 011 3543-3543, to the address Av. Paulista 1938 – 12º andar – CEP 01310-200 – São Paulo, or by e-mail:
Duratex -
disk.conduta@duratex.com.br
Elekeiroz -
disk.conduta@elekeiroz.com.br
Itautec -
disk.conduta@itautec.com
Itaúsa Empreendimentos -
disk.conduta@itausaemp.com.br
• Reports may be anonymous, and the investigation procedures will be dealt confidentially.
• The Risks and Ethics Committee is responsible to follow-up issues selected by the Strategic Resources Executive Management and the analysis of manifestations of non-conformity.
• No measure will be taken against an employee who, acting consciously and in good-faith, reports supposed violations of this Code.
• All collaborators are invited to present ideas and suggestions to seek the continuous improvement of this Code and improvement in the practice of business conduct.
The suggestions should be directed to the Strategic Resources Executive Management, which will take them to the Risks and Ethics Committee.
The Committee is responsible for analyzing them and, if considered pertinent, provide the inclusion in a new edition of the document.
05. GENERAL PRINCIPLES
The following principles are key to the Itaúsa Industrial companies and their collaborators:
• Ethics
• Legality
• Respect for human beings
• Rejection of all forms of discrimination
• Motivation toward personal and professional development
• Social, environmental and cultural responsibility.
06. RELATIONS WITH COLLABORATORS
Relationships with collaborators will be driven according to the following premises:
• To propitiate equal work opportunities for all.
• To respect diversity, without any kind of discrimination (race, sex, religion, age, social class, sexual orientation, physical incapacity, nationality, among others).
• To recruit and retain skilled, efficient and talented people. Careers depend on individual action, dedication, commitment and individual talent.
• To recognize and promote people based on merit evaluations and on following basic requirements for each function, without discrimination or favouritism.
• To promote professional development.
• To stimulate respect, collaboration in professional relationships and team work.
• To maintain health and safety conditions at work, to ensure the lowest possible risk to all collaborator activities. The adhesion to general preventive health and safety standards are mandatory and collaborators must participate in training and specific orientation activities.
• To assure that when recruiting family, relatives and former-relatives (cousins, brother-in-laws, daughter-in-laws, etc.) or related people (girlfriends, boyfriends, fiancées, etc.) as collaborators that the specific standards for each company be followed, as well as maintaining the principle of working in different areas and that are not connected.
The controlling shareholders and their relatives who come to work at Itaúsa companies are complementarily subordinated to the specific standards defined in the Family Governance.
• To not permit the use of position or function to create any type of embarrassment.
• To reject moral harassment (exposure to situations that are humiliating, degrading and that imply violation of dignity) and sexual harassment (coercion of a sexual nature practiced by a person in a hierarchically higher position concerning a subordinate).
• To not use child labor or that resembling slavery.
• To assure the highest social standards and human and professional respect in relationships between collaborators. In this sense, personal loans between collaborators, games of chance, and any other situations that can place the work environment at a risk are prohibited.
• To respect free associations, recognizing union entities as legal representatives of collaborators and seek constant dialogue concerning solutions to conflicts of labor or union nature.
Collaborators must:
• Take care of their personal appearance, dressing in a manner suitable to the function they carried out.
• Present themselves at the work place in a fully normal state (not intoxicated or using drugs, etc.). The use of illicit drugs is a crime and compromises professional performance, by seriously harming the life of users, disturbing the work environment and may cause risky situations to others.
• Avoid financial breach of contract in his/her personal life, especially when in positions of trust, resulting in negative circumstances.
Conflicts of interest
Both collaborator activities and personal relationships must not conflict with company or Grupo Itaúsa interests. For this reason collaborators:
• Shall not use the name of the company, position, function, activity, facilities, position or influence to obtain personal benefits or advantages, including family, relatives, former-relatives or related people.
• Shall not allow personal relationships to influence decision making concerning customers, suppliers, partners or competitors.
• Shall not provide services to supplier companies, customers, competitors or others that present conflicts of interest.
• Shall not sell products, goods or services in the work environment.
• Shall communicate the HR area in case they maintaining any professional activities parallel to those carried out in the company, even at complementary times (for example, teaching). These activities, at not coinciding hours with his/her daily work at a company are allowed and do not constitute an infraction to the Code, as long as they be formally communicated.
• Shall communicate to the Auditing Area in case any personally owned company, of family member, relative, former-relative or closely related individual shall render services or is being made an object of transaction or negotiation with Itaúsa Industrial companies.
• Shall obtain prior authorization, according to specific policies, to exercise any activity on behalf of the Company, or to use its name or facilities.
Presents, gifts and prizes
The following guidelines must be observed in negotiations and in relationships with customers, suppliers, government agencies, communities and others:
• It is not permitted to offer payments, advantages, favors, presents (except promotional gifts of small value or which have no commercial value), special discounts or other benefits not included in commercialization policies.
• Payment of expenses involved in business relationships, such as meals, events, transport and lodging, is permitted as long as performed according to policies in effect.
• It is prohibited to solicit or receive presents, payments or advantages, on behalf of a collaborator or members of his/her family, relative, former-relative or related person which characterizes a commitment in commercial or negotiation operations.
• Higher hierarchical levels must be informed of invitations to events whose expenses will be financed by customers, suppliers, government and other agencies, which must be previously approved.
Company Assets
The use of Itaúsa Industrial company assets (facilities, machines, equipment, systems, raw materials, inputs, products, projects, patents, brands, etc.) are subject to the following dispositions:
• The assets must be used exclusively within the objectives of the Company Bylaws.
• All collaborators must care for all Company equipment, machines and vehicles.
• Computer systems, which include the use of e-mail and Internet, must be used in an appropriate manner, according to the applicable laws and company standards.
• Confidential information, agreements, contracts, projects, studies, etc., must be maintained in a safe and secret manner, whose access is limited to those collaborators who effectively need to know the content to carry out their duties.
• Technical, commercial and financial information is the property of the Company and is not to be disclosed externally by any collaborator, even after the end of the employment contract with the Company.
• The use or the unauthorized disclosure of confidential information is a crime and may result in civil and criminal punishments.
07. RELATIONSHIPS WITH CUSTOMERS
Relationships with customers must be governed by the following attitudes:
• Honesty and mutual respect in negotiations.
• Truth and clarity of information concerning the characteristics of products and services and adapting of products or services to customer needs.
• Confidentiality concerning all information received from customers, because trust is one of the main assets in relationships.
• Cordial, efficient and transparent service.
When a customer's requirement cannot be met, this must be clearly stated, explaining the reasons in a clear and respectful manner.
• The quality of the products and services being offered must aim to be above that prescribed in the legislation and industry standards.
• In the event of an unforeseen problem, explanatory or compensatory measures must be taken, in such a way as to meet the high quality standards and warranty practiced by the Company.
08. RELATIONSHIPS WITH SUPPLIERS
The following dispositions direct the relationship with suppliers:
• Respect to the principles of free competition.
Qualified suppliers, in equivalent or similar situations, must receive the same treatment and have the same opportunities in all phases of a selection and recruiting process.
• Eventual ties or commercial and personal relationships among collaborators (or their families, relatives, former-relatives, lovers, or related people) and the companies being contracted or to be contracted must be communicated to the Executive Management of Strategic Resources, by e-mail, telephone or correspondence.
• The search for quality, appropriate prices, technical and financial reliability, integrity in conducting all negotiations.
• The selection of solid, healthy and suitable suppliers that conform to legal, labor, tax and environmental requirements.
• Assist supplier development, through technical support and management in the development of products and services.
• Suppliers will commit not to use child labor or any other that resembles slavery. Non-compliance will cause the exclusion from the list of Company suppliers.
• Relevant contracts and their commercial conditions will be dealt with in a confidential manner.
09. RELATIONSHIPS WITH COMPETITORS
Relationships with competitors must be respectful, preserving the following principles:
• Itaúsa Industrial companies respect their competitors and seek to surpass them via management and efficiency, by offering better products, services and commercial conditions.
• It is not suitable for any Company or collaborator to revile in a written or verbal manner the competence or the quality of products and services of any competitor.
• All actions that may be interpreted as anti-competitive or contrary to local, national or international laws are rejected.
• Equally prohibited are practices such as: privileged information, omission of relevant facts, manipulation of good faith, economic and industrial espionage or illicit obtainment of competitor plans and actions.
• The following must not be topics of discussion with competitors: business strategies, pricing policies, contractual terms, composition of costs or any other confidential information that involve competitive differences.
10. RELATIONSHIPS WITH SHAREHOLDERS AND INVESTORS
All relationships with shareholders and investors must be governed by the following attitudes:
• All collaborators must commit to protect the interests of shareholders and investors of the Grupo Itaúsa's companies, and the Investor Relations area is responsible for this contact.
• Corporate Governance at Itaúsa Industrial companies is governed by the creation of value to shareholders, transparency, ethics, legality and business sustainability.
• Secrecy of information must be assured, which is not presently in the public domain and which could interfere in stock markets or stock exchange, or which could influence market activities and investment decisions. In all situations, the content set forth in the Acts and Relevant Facts Policy must be followed.
• Collaborators who are interested in investing in Itaúsa Industrial company shares must follow the rules set forth in the Share Transaction Policy.
• Collaborators who, due to their activity or function, have access to privileged information must sign a legal commitment to not use such information for their own or third party benefit.
11. RELATIONSHIPS WITH PUBLIC AUTHORITIES
The Itaúsa Industrial companies do business according to the following principles:
• Strict compliance to the law.
• No payment in money, presents, services, or benefits that have any value may be offered, directly or indirectly, to any authority or government employee, state company or public agency, with the objective of bribing, obtaining favoritism or in influencing actions or decisions.
• Any form of pressure or request from public agents, which doesn't correspond to this definition, must be refuted and immediately communicated to the Company’s Management.
• Legitimacy in the defence of legal measures or abusive taxes, discriminatory or incorrect will be carried out by administrative or legal actions by the competent authorities.
12. RELATIONSHIPS WITH THE MEDIA
Relationships with the media will be governed by the guidelines established below:
• Maintain transparent relationships with the press, in such a way as to assure an image that is coherent with the company values.
• Ensure a permanent dialogue with the media, managing the repercussion of news and the correct and opportune disclosure of information concerning businesses.
• Only the President, the Investor Relations Director and people especially designated may speak on behalf of the company.
• The institutional line used to publicise the companies will not be used for child advertising, besides assuring the truthfulness of information, respecting the current legislation, and ethical, local and international reference standards.
13. RELATIONSHIPS WITH THE COMMUNITY
The commitments Itaúsa Industrial companies have with citizens are also expressed in the relationships with the communities where they are present. Actions are directed to social well-being and may:
• Promote the development of local communities.
• Maintain actions and incentives directed to the improvement of living conditions in these communities.
• Contribute by offering qualified teaching to low-income children and to prepare youths for the job market.
• Collaborate in the promotion of activities concerning social well-being, to move children away from the streets, violence and drugs.
• Contribute to the prevention of violence and domestic sexual exploitation of youths and children.
• Provide access to cultural initiatives.
• Support the voluntary participation of collaborators in social and cultural actions, as long as these do not affect his/her activity and his/her regular work.
14. RELATIONSHIPS WITH THE ENVIRONMENT
All collaborators must comply with the Environmental Policy set forth by the Itaúsa Industrial companies, which is driven by the following principles:
• Maintaining environmental sustainability, committing to the protection of the environment and rigorous compliance to the environmental laws.
• Permanently seeking to use recyclable materials (e.g., sawdust, wood chips, used furniture, metal and plastic residues, etc.).
• Encourage mechanisms that seek to reduce the emission of greenhouse gases and publicize the Carbon Free conditions at Grupo Itaúsa Industrial companies.
• Obtain the commitment of product and service suppliers for the correct disposal of residues and industrial wastes.
• Prevent the damage of the environment due to company activities, by using safe and environmentally appropriate technologies in managing processes and conception of new products.
• Contribute to the development of environmental conscience, respecting the environment both inside and outside the company.
• Maintain spaces for the development of environmental education activities.
15. RELATIONSHIPS WITH ENTITIES
Participation in entities and associations that represent industry sectors must follow the principles below:
• Strengthen free business initiatives.
• Reinforce actions against unfair competition, abusive trade practices, informality, fight piracy, smuggling and embezzlement, etc.
• Object, via administrative and judicial measures, eventual entity abuses.
16. POLITICAL PARTICIPATION
The following precepts are applied to matter related to political participation:
• The Itaúsa Industrial companies are allowed to make contributions to political parties and candidates, following the legislation in effect.
• All collaborators are entitled to be personally involved with civic issues and to participate in political processes. However, such participation must take place on his/her free time and at his/her own cost, and that it be clear that all manifestations are personal and not on behalf of any Itaúsa Industrial company.
• Political propaganda of any kind is not allowed in or on any company facility or vehicle.
• All and any request of candidates to elective positions to carry out visits to a Company must be approved by the Management.
17. DOCUMENT REGISTRATION
Document registration assures transparency and control of the businesses. For that reason:
• All transactions – such as the payment of fines, patronage of events or any another action that involves monetary values
- must be supported by proper documentation and registered correctly and immediately to the appropriate accounts and periods.
• No payment to or receipt from any Itaúsa Industrial company may be approved or made with the intention or understanding that part or all will be used for any other purpose that is on that described on the document which documents the transaction. Questions related to documentation should be directed to the Auditing Area.
Investor Relations /
Corporate Governance
