To establish anti-corruption principles in the relationship between the Organization and Public Administration officers by following guidelines set forth in Law # 12.846/13 (Anti-corruption Act) and other applicable regulations.
This regulation is applicable to the whole Organization, its subsidiaries, Senior Managers, and employees and, as far as it is applicable, to customers, suppliers, service providers, and any other individual or legal entities that work together with the Organization in the commercial, administrative or legal field before the Public Administration.
This policy shall be applied together with this Organization's Code of Ethics and Conduct as well as its Policies for Receiving and Dealing with Denouncements and the Fighting Tort, Corporate Governance, Social Responsibility, Internal Control, Risk Management, and Ombudsman.
To adhere and meet the legislation and other applicable regulations, in accordance with the Organization's Integrity Program.
3.2. Integrity Program
Set of measures established by the Organization in order to ensure the integrity of its activities and to meet the requirements of Law 12,846/13.
Tort by an individual or legal entity for personal or someone else's benefit, including:
Type of corruption consisting of offering or receiving benefits, goods or money in exchange for improper favorable treatment.
3.3.2. Money Laundering
Type of corruption consisting of financial and business crimes conducted in order to transform criminally derived assets, services or money linked to torts into legitimate assets, by making them appear to have derived from a lawful source.
Type of corruption consisting of a deception or a simulation practiced in order to induce another to pay or part with something.
3.4. Public Administration
All public bodies related to federal, state, municipal or national power or foreign entities, including independent ones (United Nations - UN, the World Bank etc.),
as well as governmental entities associated with the indirect Public Administration, such as self-managed entities, public foundations, public schools and universities, public research institutes, public hospitals, public companies, mixed-capital companies, and regulatory agencies.
3.5. Public Officials
All employees and leaders of the Public Administration, including any person working on behalf of Public Administration.
3.6. Senior Management
Board of Directors and Executive Board of the Organization.
4. DESCRIPTION OF PROCEDURES AND RESPONSIBILITIES
The Organization repudiates every act of corruption and adopts, by means of its Integrity program, all measures required to avoid them and to ensure compliancewith its activities, under the Anti-corruption Law, before the Public Administration, including:
• Direct or indirect promise, offer or delivery of improper benefits to Public Officials or third party related to them;
• Financing, funding, sponsorship or any other allowance for unlawful acts of corruption, including bribery, fraud and money laundering;
• Use of individual or legal entity (fronting company) to perform an act of corruption in order to conceal or dissimulate the real interests and benefits or the Organization's identity or the identity of a person in the Organization;
• Lack of cooperation, hampering or any other improper intervention in the conduction of investigation or inspection activities due to a corruption report in order to obstruct the access to information or people.
The Organization requires all its managers, employees and representatives to fully comply with, defend and disseminate applicable anti-corruption practices, being forbidden to (directly or indirectly) give, promise, perform, authorize, provide or receive any improper benefit, payments or gifts from or to Public officials with the purpose of influencing or compensating any act or decision of such person for personal or organizational benefits.
The Senior Management shall apply all measures needed to enforce upright conduct in the Organization, reaffirm the ethical commitment and ensure that the principles established herein, being responsible for their effectiveness.
Anti-corruption principles and attitudes shall not be restricted to a corporate level, but everyone who works in the Organization is responsible, as citizens, to disseminate such principles and good deeds, especially to the next generations.
The Organization does not make any donations to the Public Administration, in order to avoid any misinterpretations or questioning regarding its integrity before the authorities.
This policy equally applies to all third parties (individuals and legal entities) that work for the Organization, which will only hire service providers, suppliers, consultants or any other third parties that are committed to this policy and its principles. Whenever necessary, the Organization will verify their background, require certificates of standing or perform audits.
4.2. Obligations, Violations and Penalties
The Managers of the Organization and its employees must be aware of, comply with, and disseminate the content of this Policy and other related regulations, specially the Code of Ethics and Conduct of the Organization, to which they adhere at the moment they were hired. All employees must undergo the Organization's anti-corruption training whenever required. In the event of non-participation, they must present a justification and then undergo such training as soon as possible.
All employees must inspect and inform the Organization about any violation or suspected violation of this Policy, the Anti-corruption Law and the Code of Ethics and Conduct. All employees and Organization Senior Managers are obliged to cooperate in the investigations conducted by the Legal Compliance and the Internal Audit areas, in the event of a corruption report, under penalty of responsibility pursuant to the Anti-corruption Act # 12,846/13.
No employee shall be punished for delay or business loss resulting from their refusal to commit acts of corruption.
The Organization shall protect the confidentiality of any report, to the extent of the applicable legislation or legal dispositions.
The Organization shall not tolerate any kind of retaliation against someone who made a complaint in good faith. The responsible for the retaliation shall be subject to disciplinary penalties by the Organization.
In the event of an act of corruption by an employee within the Organization, he/she shall be subject to, besides the legal penalties, disciplinary actions including, ultimately, the termination of the employment contract with cause, besides applicable criminal measures.
When it comes to individuals or legal entities hired by the Organization (suppliers, consultants, service providers, commercial representatives, arrangers and others) to work on its behalf or in its favor, which may be investigated or convicted of act of corruption, the applicable contract will be terminated immediately for good cause, without prejudice to legal and contractual penalties.
4.3. Structure and Responsibilities
It refers to the anti-corruption and corporate integrity structure of the Organization together with all its executive levels:
• Legal Compliance;
• Legal and Compliance Department
• Executive Board and Chairmanship;
• Board of Directors.
The Legal Compliance Area, associated with the Legal Affairs and Legal Compliance Management, with direct report to the Organization's Chairmanship, is responsible for establishing and ensuring compliance with the
Integrity Program. It shall receive, analyze and give opinion and guidance on points of contact with members of the Public Administration by the Organization and the people subject to this Policy.
The Integrity Program is made up by the following instruments:
• Code of Ethics and Conduct;
• Anti-Corruption Policy;
• Integrity Textbook (for employees training);
• Supplier Guide of Conduct;
• Integrity and Anti-corruption guidebook.
The Executive Board is responsible for the guidelines of the anti-corruption system of the Organization. The Risk Management and Audit Committee is constantly following up such guidelines.
Denouncements regarding violation of the Anti-corruption Act # 12,846/13 shall be received by the Ombudsman and sent to the Legal Compliance Area, which will, when an investigation is required, perform it by means of an Internal Audit, according to the Ombudsman Policy and, as far as it is applicable, the Policy for Receiving and Dealing With Denouncements and the Fighting Torts. The results of the investigation shall be sent to the Executive Board for considerations.
The Executive Board is responsible for the decision-making process based on the investigations and guidance reported by the Legal Compliance Area so as to ensure the sustainability and governance of the Organization's relationships. The Board of Directors is responsible for decisions directly related to Executive Officers.
The Legal Compliance Area is responsible for the Integrity Program and for the guidance/inspection of all contacts with the Public Bodies, especially of the destination of any money or assets through sponsorships or partnerships with the Public Administration, when it is allowed by the other internal policies of the Organization.
The hiring of companies enrolled with the National Registry of Ineligible and Suspended Companies – CEIS, National Registry of Punished Companies – CNEP or Registry of the Suspended Non-Profit Private Entities – CEPIM is prohibited.
The Supply Area is responsible for monitoring of activities of Organization's suppliers, to meet the requirements of integrity, reporting back to the Legal Compliance Area any of their activity that might conflict with this Policy or with the Code of Ethics and Conduct.
The Organization Legal Area, with the support of the Legal Compliance Area and approval of the Chairmanship, is held responsible for the formal forwarding and process following up do corruption denouncements to the competent authorities so that appropriate legal action is taken.
The Legal Compliance Area, within the scope of the Integrity Program, is responsible to define the parameters and contents for employee training for fighting corruption, as well as by the awareness campaign related to the theme, which should be constantly improved, considering the situations the Organization is eventually submitted.
At the end of each semester, Company's Legal and Legal Compliance Areas must account for its activity to the Audit and Risk Management Committee.
4.4. Contact Channels
Denunciations related to corruption acts involving the Organization must be referred to the Ombudsman through the following channels:
Internet: Electronic form at www.duratex.com.br
Letter: Av. Paulista, 1.938, 9º andar, Bela Vista, São Paulo/SP, Brasil, CEP 01310-942
Electronic service (Mail Box): 0800 55 75 77
In all contact channels available, the requester may identify him/herself or remain anonymous. Secrecy and confidentiality are guaranteed. Eventually, he/she may request personal assistance, to be held in a reserved place.
The Organization also makes available the following channels directly to the Legal Compliance Area to perform consultations or guidance in case of doubts about acts made before Public Administration:
Letter: Av. Paulista, 1.938, 8º andar, Bela Vista, São Paulo/SP, Brasil, CEP 01310-942
A/C Compliance Legal – CLG
Telephone: +55 11 3179 7200
5. REFERENCE DOCUMENTS
NAD-27 Código de Ética e Conduta Duratex S.A.
NAD-26 Política de Ouvidoria
NAD-36 Política para Recepção e Tratamento de Denúncias e Combate a Atos Ilícitos
NAD-9 Política de Governança Corporativa
NAD-12 Política de Responsabilidade Social
NAD-37 Política de Controles Internos
NAD-11 Política de Gestão de Riscos
"Somos Assim" Program
Anti-Corruption Act # 12.846, of August 1st, 2013,
Decree # 8,420, of March 18th, 2015
Ordinances # 909 and 910, of the Government Accountability Office, of April 7th, 2015
Normative Instructions of the Government Accountability Office # 01/2015 and 02/2015, of April 7th, 2015
United Nations Global Compact
Business Pact for Integrity and Against Corruption from Ethos Institute.
1.1. The responsibilities, competencies and duties of the Audit and Risk Management Committee ("Committee") of Duratex S.A. ("Company") are defined and established in this Charter.
2.1. The Committee is a collegiate body of advice and guidance established by the Board of Directors of the Company ("Board") and it's responsible for:
- i. Overseeing the process of internal controls and the management of risks inherent to the activities of the Company and its subsidiaries, as well as the work undertaken by Internal and External Audits; and
- ii. Assess the quality and integrity of financial statements.
3.1. The Committee will consist of at least 3 (three) and a maximum of seven (7) members selected annually by the Board between their members and professionals with proven knowledge in auditing and accounting areas. The Presidency of the Committee should be occupied by an independent member or an expert member, appointed by the Board.
3.2. Committee members shall be subject to the same duties of the Board of Director, as defined in Article 6 of the Charter of the Board of Directors.
3.3. The Chairman of the Board and the other members will be permanent guests of the Committee´s meetings.
3.4. A member function of the Committee is undelegatable.
3.5. The election of members occurs, preferentially, at the meeting of Board in which will be elected the Executive Directors of the Company and the period shall be one (1) year, reelection being permitted.
3.6. In case of vacancy in the Committee, the Board will select a replacement within thirty (30) days.
3.7. It is forbidden to members of the Committee, directly or indirectly, receive any compensation from the Company for the provision of consulting, advisory or other impediment that constitute or incompatible with the duties and responsibilities of a Committee member.
4.1. At the beginning of each year, the Committee President will send the annual schedule of the work to the Chairman of the Board for distribution to all Board members and the CEO, for their information. The schedule should contain the meetings referred to the item 4.6 below.
4.2. The Committee will meet at least 6 (six) times a year, convened by its President.
4.3. The schedule of the meetings will be circulated to Committee members with a minimum of five (5) working days, The Committee should require from those responsible for presentations that the material to be used in meetings to be sent to the Committee members and to the Chairman of the Board with a minimum of five (5) days.
4.4. The deliberations of the Committee shall be taken by a majority of its members and will be recorded in the minutes, copies of which will be sent to the members and the Chief Executive Officer of the Company.
4.5. The Committee will make recommendations to management about the subjects within their area of competence in particular those listed on item 5 below. The Chief Executive Officer should be informed of the Committee's recommendations.
4.6. The Committee will schedule meetings with Board members, with the Company's independent auditors and with the Internal Audit responsible, at least quarterly. Such meetings will aim to discuss policies, practices and procedures adopted by the Company and check, if any, compliance with its recommendations or clarify their questions.
4.7. In order to obtain clarification, the Committee, by resolution of the majority of their members, may convene any employee or officer of the Company, informing previously the Chief Executive Officer.
4.8. Quarterly, the Committee´s President will meet with the CEO before the meeting of the Board to examine the financial statements.
4.9. Quarterly, at meeting of the Board to review the financial statements, the Comittee, through its President, should report on the work done in the period and notify the relevant facts observed.
4.10. The Committee, as part of their duties, may engage the services of experts, with the prior approval of the Board.
5.1.With regard to the systems of internal controls and risk management:
- i.To evaluate the effectiveness of internal controls and the process and structures for risk management of the Company.
- ii.Discuss and analyze the boards responsible policies, procedures and systems for measuring and managing risk.
- iii.Discuss, analyze and monitor the systems for measuring risk and exposure limits or mitigating controls determined by the Directorship.
- iv.Be informed by Internal Audit and the Ombudsman of topics relevant to risk exposure.
- v.Ensure that the Board develops reliable internal controls.
- vi.Establish and disclose policies for receiving and processing information about the non-compliance with laws and regulations applicable to the Company, as well as internal regulations and codes, including forecasting of specific procedures to guarantee the anonymity of the complainant.
- vii. Establish channel to receive complaints, including confidential, internal and external to the Company in matters relating to the scope of its activities.
5.2. With regard to the financial statements:
- i. Review prior to disclosure, the Company's financial statements, also included, the accounting notes, the management report and the Independent Auditing report;
- ii. Analyze, together with the Independent Auditors in respect of the financial statements: accounting principles and criteria used, the formation of the main provisions; methods of risk evaluation and its results; the main risks, changes in the scope eventually happened in the work of the Independent Audit; relevant deficiencies, if found, main failures of internal controls; effects of external factors (economic, regulatory, sector, social and environmental) in financial reporting and auditing process. The transparent disclosure of financial statements is in major topic of discussion;
- iii. Analyze, together with the Independent Auditor, alternative methods of accounting treatment, if any, its effects on the financial statements and the criteria for disclosure and also the accounting treatment advised by the Independent Auditing firm;
- iv. Assess the legal, tax, social security, labor or any other contingencies that may impact on the financial statements, together with the legal department;
- v. Act on the solution of divergences between the Independent Audit firm and Directorship, regarding the financial statements and financial reports;
5.3. With regard to the Internal and External Audits:
- i. Recommend to the Board the hiring, compensation and replacement of the Independent Auditing;
- ii. Define and disclose annually, according to the rules of the Federal Accounting Council, the list of services that cannot be provided to the Company by the firm responsible for auditing the financial statements, because they affect their independence and / or objectivity;
- iii. Proceed annually a formal evaluation of Internal and External Audits, analyzing mainly, aspects relating to quality, objectivity, independence and effectiveness of the work;
- iv. Meet, discuss and monitor the plan and scope of work to be developed by the External Audit;
- v. Supervise the operation, planning and results of the audit work and the technical skills of the Internal Audit staff;
6.1. The Committee will conduct, formally and annually, your self-evaluation addressing the activities developed during the period, which will be submitted to the analysis of the Board.
7.1. This Charter shall be reviewed every three years, at the end of their self-assessment and may be revised whenever a majority of the Committee members understand relevant. A consequential amendment should be submitted to and approved by the.
The responsibilities, competencies and duties of the Committee for the Evaluation of Transactions with Related Parties (Committee) of Duratex S.A. (Duratex) are defined and established in this Charter.
For the purposes of this document, the definition of a related party shall be the definition used by the Brazilian Securities and Exchange Commission ("CVM") pursuant to Deliberation 642 of October 07, 2010, which approved CPC Technical Pronouncement 5 (R1) issued by the Brazilian Accounting Pronouncements Committee – CPC.
The Committee for the Evaluation of Transactions with Related Parties is a committee under the aegis of the Board of Directors of Duratex (BD) and is responsible for ensuring that transactions with related parties are governed first and foremost by taking into consideration the interests of Duratex, observing conditions of a strictly arm's length nature, negotiated on an independent basis, through a transparent and ethical process and in accordance with the prevailing legislation.
3.1. The Committee shall be made up of 3 (three) members of the BD, deemed as independent. One of the members shall be elected President by his peers. Following the election, the BD shall be notified of the fact.
3.2. The function of a member of the Committee may not be delegated.
3.3. The term of office of the member of the Committee shall be 1 (one) year, beginning as from the first meeting of the BD subsequent to the Annual General Meeting.
3.4. In case of there being only 2 (two) members in the Committee, the President of the Committee, through the BD, shall supervise the discussions for appointing the new independent member, integrating him into the work of the Committee as soon as he takes office.
3.5. Members of the Committee may not receive any type of remuneration either directly or indirectly from Duratex for the rendering of consultancy or advisory services or any other services which represent an impediment or incompatibility with the obligations and responsibilities of a member of the Committee.
4.1. The Committee shall meet at least twice a year, upon convening by its President.
4.2. The resolutions of the Committee shall be adopted by the majority of its members.
4.3. The agenda of the Meeting shall be distributed to the members of the Committee at least 5 (five) business days prior to the Meeting.
4.4. Contingent on the prior communication to the Chief Executive Officer, the Committee may diarize meetings with members of the Board of Officers or any other employees of Duratex, with the Independent Auditing company and with the individual responsible for the Internal Audit. The objective of such meetings shall be the discussion of policies, practices and procedures adopted, these relating to the fulfillment of the Committee's duties and responsibilities as defined in the Policy for Transactions with Related Parties and also to verify, when necessary, compliance with its recommendations.
4.5. At least once a year, the Committee through its President shall report the work undertaken to the BD together with its compliance with best practices in transactions with related parties.
4.6. Whenever it judges to be necessary, the Committee may select and propose the engagement of a specialized consultancy in the technical, legal, financial and accounting areas to advise it in its work, submitting the proposal for engagement to the Chief Executive Officer of Duratex for his cognizance and to the BD for approval.
4.7. The resolutions of the Committee shall be recorded as minutes, copies of which shall be sent to the Chairman of the BD and to the Chief Executive Officer.
1. To monitor compliance with the Policy for Transactions with Related Parties, proposing its revision whenever necessary to the BD.
5.2. To evaluate periodically the transactions between related parties.
5.3. To act as mediator and propose a solution whenever disputes arise between Duratex and any of the related parties in any discussion on business, agreements, operations or services.
5.4. To propose to the BD, the renegotiation or discontinuation of a service, business, agreement or any other operation with related parties, whenever it judges that the conditions of the said business are improperly benefiting one of the parties or are not in accordance with market conditions.
The Committee shall conduct its self-evaluation on a formal and annual basis.
This Charter shall be reviewed every 3 years or whenever the majority of its members understand this to be pertinent. The resulting amendment shall be submitted for the appreciation and approval of the Board of Directors.
1.1. The responsibilities, competencies and duties of the Personnel, Governance and Nominating Committee Charter ("Committee") of Duratex S.A. ("Company") are defined and established in this Charter.
2.1. The Committee is a collegiate body of advice and guidance established by the Board of Directors of the Company ("Board") and aims to:
(i) Define competencies inherent to the members of the Board and Chief Executive Officer of the Company and participate in its selection;
(ii) Monitor and approve the procedures for setting and reviewing the Vision, Mission and Values of the Company and its practice;
(iii) Analyze the mechanisms of compensation of the directors, leading to the Board its proposed annual amounts to be expended
(iv) Set the remuneration of the Chief Executive Officer of the Company in all its components.
(v) Support the Board in evaluating the Company's CEO and the creation / revision of the annual evaluation process of the executive and the Council itself.
(vi) Review and approve the desired elements in the culture of the Company and monitor its adoption.
(vii) Review and approve the administrative structure and corporate governance of the Company, the succession of its directors and the remuneration policy and development of its employees.
(viii) Ensuring the existence, revision and maintenance of a Policy and Plan (s) of Human Resources, resulting in a cohesive, competent and high performance workforce, and.
(ix) Ensure the best practices of the Corporate Governance and coordinate its implementation process.
3.1. The Committee will consist of at least 3 (three) and maximum of 7 (seven) members selected by the Board.
3.2. The President of the Committee should preferably be carried out by an Independent Member.
3.3. The Committee members are subject to the same duties as the Board Directors, defined in the Art. 6 of the Board Charter.
3.4. The Chairman and Chief Executive Officer will be permanent guests at the meetings of the Committee.
3.5. The function of the Committee members cannot be delegated.
3.6. The election of its members will occur at the Board Meeting that is elected the Directors of the Company and the mandate will be for 1 (one) year, reelection being permitted.
3.7. In the event of vacancy in the Committee, the Board shall choose a replacement within 30 (thirty) days.
3.8. It is forbidden to members of the committee, directly or indirectly receive any compensation from the Company for the provision of consultancy services, advice or any other that configure impediment or incompatibility with the obligations and responsibilities of a Committee member.
4.1. The Committee will meet at least 6 (six) times a year, convened by its Chairman.
4.2. The agenda of the meetings will be circulated to Committee members with a minimum of ten (10) working days, with copies to the Board Chairman and the Chief Executive Officer.
4.3. In order to allow a thorough evaluation of the subjects, prior analysis materials of the matter, that require study and reflection, should be sent to the Board with at least 10 days.
4.4. In order to permit an in-depth discussion, the presentation shall be structured based on one slide every 3 minutes from allocated time.
4.5. The deliberations of the Committee shall be taken by a majority of its members and will constitute recommendations to the Board.
4.6. The resolutions of the meetings of the Committee shall be recorded in the minutes, copies of which will be sent to the Chairman of the Board and Chief Executive Officer.
4.7. Also, there will also be forwarded to the Chairman and the Chief Executive Officer of the Company, copies of the annual schedule of meetings, as well as all information and studies submitted to the Committee members.
4.8. Whenever deemed necessary, the Committee may invite, communicating prior to the Company's CEO, Directors or any of their employees to attend meetings and discuss matters relating to their area of expertise.
4.9. The Committee, as part of its duties, may engage the services of experts, with the prior approval of the Board.
4.10. With the goal of keeping all Directors sufficiently well informed of progress of work in carrying out the Committee, each Board meetings, the President of this Committee, shall report on the work done and communicate relevant facts observed since the last explanation.
5.1. The attributions of this Committee:
5.1.1. Regarding to the basic principles that guide the Company's action:
(i) Review and approve the desired elements in the Company's culture; and
(ii) Promote, monitor and approve the procedures for setting and reviewing the Vision, Mission and Values of the Company;
5.1.2. Regarding to the Company's Governance System:
(i) Conduct periodic evaluations of the corporate areas operation referred in the constitutive documents of the Company and its subsidiaries and recommend improvements, able to do so, hire expert advice for preparing and conducting the evaluation process of the Board and Committees of the Board of Directors, upon approval of the Board;
(ii) Approve the administrative structure of the Company and its subsidiaries, and monitor its operation, including the Committees of the Board of Directors.
5.1.3. Regarding the Board of Directors of the Comapny:
(i) Define and map the competencies that ought to integrate the professional profile of the Board´s member;
(ii) Propose the Board internal charter;
(iii) Structure the evaluation process of its operation and propose action plan to remedy any deficiencies;
(iv) Identify and evaluate candidates for the tenure of independent members; and
(v) Propose the remuneration of the Board members.
(i) Define and map the competencies that ought to integrate the professional profile of the Chief Executive Officer (CEO);
(ii) Approve the indication of the names presented by the CEO to constitute the Executive Board;
(iii) Establish guidelines (aligned with the Vision, Values and the intended results) and approve the process of performance evaluation;
(iv) Establish guidelines unfolding process of annual targets;
(v) Support annual review of performance of the Company´s CEO, submitting it to the attention of the Board;
(vi) Meet the performance evaluations of officers made by the Company's CEO, submitting it to the attention of the Board;
(vii) Determine the remuneration package of the CEO of the Company, with all its components (fixed salary, short-term bonus, long-term bonus and indirect benefits);
(viii) Approve the remuneration package of the remaining members of the Executive Board proposed by the Chief Executive Officer of the Company, with all its components (fixed salary, short-term bonds, long-term bonds - stock options - and fringe benefits);
(ix) Approve the Company's remuneration general policy, with all its components;
(x) Approve the creation and / or modification of stock option plans for executives of the Company, as well as validate the recommendation of the Chief Executive Officer of the Company of the beneficiaries of grants of options to purchase shares, the proposals shall be submitted to the Board;
(xi) Define succession plan for the Chief Executive Officer of the Company, taking charge of its implementation, as well as evaluate candidates and recommend its approval by the Board;
(xii) Establish guidelines and evaluate the implementation and the functioning of the succession plan for Directors and other executives of the Company;
(xiii) Monitor the internal climate and leadership style in the Company;
6.1. The Committee will conduct, formal and annually, your self-evaluation addressing the activities developed by the Committee during the period, which will be submitted to the analysis of the Board.
7.1. This Charter shall be reviewed every 3 years, at the end of the self-evaluation of the Committee and may be revised whenever a majority of the Committee members understand relevant. Any changes must be submitted to and approved by the Board.
1.1. This Charter ("Charter") governs the operation of the Board of Directors ("Board") of Duratex SA ("Company"), the committees linked to it, and the relationship between the Board and other bodies of the Company, subject to the provisions of the Bylaws, Shareholders' Agreement and the legislation.
2. BOARD OF DIRECTORS' MISSION
2.1. The Board has, as its primary mission, to protect the interests of all Company's shareholders, aiming at value creation in the short and long term, ensuring that decisions and execution of actions to pursuit these goals are always aligned with the vision, mission, and values of the Company.
3. SCOPE OF ACTION
3.1. The Board's action scope is:
- decide on strategic issues, ensuring the continuity of the Company, with a long-term and sustainability perspective, that incorporates economic, social, environmental and corporate governance considerations;
- protect and enhance the Company's assets and maximize return on investment;
- ensure that, the management structure is agile, composed of qualified professionals and unblemished reputation;
- ensure that the objectives and responsibilities of the Board are always clearly defined;
- formulate guidelines for the Company's management and its subsidiaries, which will be reflected in the annual budget;
- monitor the effective implementation of defined strategies and guidelines;
- prevent and manage interests conflicts situations or differences of opinions, so that the Company's interest always prevails; and
- ensuring the culture and values of the Company.
4. COMPOSITION, MANDATE AND INVESTITURE
4.1. According to the Bylaws, the Board shall consist of at least 5 (five) and a maximum of 10 (ten) Effective members and Substitute members. It is a responsibility of the General Assembly which proceed the election to establish the effective number of Directors, Effectives and Substitutes members, who will compose the body during each mandate.
4.2. Mandate: The Directors shall be elected for a term of one (1) year, reelection is permitted
4.3. Possession / Investiture: The Directors will take office within thirty (30) days after their election, by signing the terms of office in the minutes book of the Board of Directors. The elected Director shall inform the Company the number of shares held by him, his spouse, by companies that manages or their dependents declared in Income Taxes, issued by the Company or its subsidiaries, as well as the Company's controlling. The office of Director is conditional upon signing (i) the Term of Commitment to the Listing Rules of the Novo Mercado of the BM&FBovespa (ii) Adhesion Policy for Trading of Securities of the Company, (iii) the Term Accession to the Disclosure Policy of Material Information of the Company, and (iv) Science Statement of the Terms of the Shareholders Agreement.
5. ATTRIBUTIONS OF THE BOARD OF DIRECTORS
- Establish the Company's and its subsidiaries general business direction by defining its mission, objectives and guidelines, and by approving multi-annual plans and annual result programs, investments and indebtedness, following their deployments, according to the Bylaws;
- Decide on the acquisition, by the Company, of shares of its own issue, to be held in treasury and / or subsequent cancellation or sale, and to determine its resale or cancellation;
- Approve the issuance of debentures, unsecured;
- Decide on the approval of any transaction which has not been previously approved in the Company's annual or multi-annual budget involving the purchase, sale, investments, divestitures, transfer or encumbrance of any asset of the Company which value exceeds, individually or in combined, for the same type of operation, 3% (three percent) of equity in the latest audited balance sheet of the Company;
- Fix the members of the Board and CEO remuneration, according to the global annual remuneration approved by the General Assembly, as well as to define the remuneration policy and benefits for Directors and employees of the Company and its subsidiaries;
- Define and change the Company's indebtedness policy;
- Approve the contracts between the Company and (a) any controlling shareholder of the Company (or their spouses), (b) the managers (or their spouses) of the Company or its subsidiaries, or (c) the subsidiaries or under common control (i) of any of the controlling shareholders (or their spouses) or (ii) of the managers (or their spouses) of the Company or its subsidiaries;
- Decide on the provision of guarantee, surety or other personal or real guarantees the obligations of third parties, except when the beneficiary is a corporation controlled solely by the Company, directly or indirectly;
- Approve the establishment and closure of committees and / or working groups of the Company, seeking to assist the Board, defining its composition, charter, remuneration and work scope;
- Establish the conditions for any public offering in the capital market and the issuance of any credit instrument for public capture of resources, also deciding on their conditions of issuing and redemption;
- Approve any material change in accounting practices of the Company, except for changes required by applicable laws or regulations;
- Decide on sale, transfer, license or encumbrance of any form, trademark, patent or industrial design under detention or use of the Company, directly or indirectly, as provided in the Bylaws;
- Define and modify policies for securities trading and disclosure of relevant information of the Company;
- Approve the Risk Management Policy and monitor its implementation;
- Approve the Company's Code of Conduct;
- Approve the Charters of the Board Council and its Committees;
- Convene the General Assembly in cases according to the law and when it deems appropriate, and to do so, authorize the publication of the convening notice, according to the Bylaws' rules;
- Evaluate the performance of the Company, of the Board itself and its Committees, of the Directorship and, individually, the CEO;
- Elect and dismiss the CEO, and under his/her proposal, approve the selection or dismissal of the other Executive Directors;
- Appoint and remove independent auditors on the recommendation of the Audit and Risk Management Committee;
- Review and approve the Company's quarterly and annual financial statements, authorize its disclosure to the market and, when appropriate, its publication;
- Decide on the allocation of the fiscal year net income, which will be submitted at the General Assembly;
- Approve proposal to create and / or change the plan for granting stock options, subjecting it to the Shareholders approval at the General Assembly;
- Approve proposed grant of options to purchase shares to beneficiaries identified by the responsible committee;
- Approve proposed grant of options to purchase shares to beneficiaries identified by the responsible committee;
- In the first meeting to be held after the General Assembly which elect the Directors, the Board shall choose from among its members, its Chairman and two (2) Vice Presidents.
6.1. It is the duty of the Director, in addition to observing the legal duties of the office:
- To perform proactive, permanent and qualified monitoring of the Company's business, focusing in particular on long-term strategy, in relevant investments;
- To attend Board meetings previously prepared, with the examination of the documents made available, and participate actively and diligently;
- To observe the strictest secrecy, and demand the same confidential treatment of professionals who will provide advice on any information regarding the Company, whether and until it is officially disclosure to the market, using it only for the exercise of their functions as Directors, under penalty of being responsible for the act contributes to its improper disclosure;
- To refrain from interfere, either alone or jointly with third parties in any business with the Company and its subsidiaries, its controlling shareholders, and between the company and subsidiaries or affiliates of the managers and controlling shareholders, as well as other firms that, with any of these people, incorporate the same group, except upon the prior specific approval of the Board;
- To declare, prior to any discussion and / or deliberation on the subject that, for whatever reason, has particular interest or conflict with the Company as to certain matters referred to it by refraining him/herself from its appreciation and vote , and
- To guide their conduct by high ethical standards, observing and encouraging good corporate governance practices at the company.
6.2. At the first meeting that following the act of his/her election, the elected Board shall inform to the Board members:
(i) Main activities developed outside the Company;
(ii) Participation on Boards of other companies, subject to the limit provided in Section 6.2.1 below, and
(iii) Business relationship with directly or indirectly controlled companies, (i) by the Company or (ii) the Controlling Group of the Company, including service providers to these companies.
Such information shall be provided annually and whenever there is a new event that must be informed.
6.2.1. The Directors may only attend a maximum of four (4) boards of companies that do not belong to the same economic conglomerate. For the purposes of this limit, it will not be counted the exercise of this function on charities, clubs or associations. That limit can be exceeded with the express approval of the Board.
6.3. If the Board member or business controlled or managed by him/her, hire operation with the Company or the controlled companies, directly or indirectly, (i) by the Company or (ii) the Company's Controlling Group Controller, the following rules must be observed:
(i) the operation must be made at market values;
(ii) when it is not everyday operation or service, should be prepared a report, issued by a first line company, demonstrating that the operation or provision of service was made on market terms;
(iii) the operation must be informed to the Board; and,
(iv) the operations must be conducted through the normal hierarchical channels in the Company.
7. CHAIRMAN OF THE BOARD OF DIRECTORS
7.1. The Chairman of the Board has the following attributions, in addition to Legal and those of the Company's Bylaws:
- To ensure the efficiency and good performance of the Board;
- To ensure the effectiveness of the monitoring and evaluation system, by the Board, the Company, the Board itself, the Directorship and, individually, the CEO;
- To organize and coordinate, in collaboration with the Secretary of the Board, the meeting's agenda after consultation with other Directors and the CEO. By unanimous vote, of Board members, the Chairman may include in the meeting's agenda relevant matters for discussion, which were not on the original agenda.
- To ensure that the Directors receive timely and complete information about items of the meeting's agenda;
- To propose, after consultation with the Committees, the Board's annual budget, including the hiring of outside professionals;
- To preside the meetings of the Board and the General Assemblies;
- To propose to the Board the annual meetings calendar; and
- To arrange, in conjunction with the CEO, an integration and training program, when the election of new Board members, which allows contact with activities and information about the Company and its subsidiaries.
8.1.The Board will have, at least six (06) regular meetings per year, and one (01) meeting of up to three (3) days, as the annual calendar set by its Chairman.
8.2. The Chairman shall convene extraordinary meetings, even when reasonably requested by any Director or the Chief Executive Officer.
8.2.1. The meetings attended by all Board members shall be considered regular even without prior notification.
8.3. Location: the Board meetings are preferably held in the Company's headquarters.
8.3.1. For emergency reasons, the meetings may be held by conference call, video conferencing, email, or by any other means of communication.
8.4. Presence of others: The Chairman may invite, previously informing the Chief Executive Officer, any person of the Company or its subsidiaries, or their outside consultants, to provide clarification on matters within its competence or expertise.
8.5. The Directors may request, previously informing the Chief Executive Officer, information and clarifications to the Executive Directors of the Company.
8.6. In order to allow a thorough evaluation of the subjects materials prior analysis of the matters that require study and reflection should be sent to the Board with at least 10 days.
8.7. In order to permit an in-depth discussion, the presentation shall be structured based on one slide every 3 minutes for the allotted time, and should not be a repetition of material already sent to the Borad.
8.8. The Board will seek, where possible, obtain consensus decisions. Each Member shall have one (1) vote and resolutions shall be deemed to be approved by a majority vote of those present.
8.9. At meetings of the of the Board the votes will be accepted through delegation in favor of another member, the written vote early and vote cast by fax, electronic mail or any other means of communication, computing as the members present so vote.
8.10. Secretary of the Board: the Board shall appoint a Secretary who shall have the following functions.
- To prepare and send to the Chairman the meeting's agenda;
- To arrange for the convening for the Board meetings, giving information to the Directors, and potential participants, about the location, date, time and agenda;
- To submit, within 10 working days before each meeting, supporting information to the matters that will be decided, so that each Director can learn about these issues and be adequately prepared for a successful cooperation in the debates, and
- To be a secretary at the Board meetings, assisting the Chairman in organizing meetings, preparing the minutes with the resolutions adopted, which will be distributed to all Board members after each meeting, as soon as written.
9.1. In order to ensure the best possible contribution from the Board members, on the various matters of their competence, the Board may establish committees or working groups with defined objectives. The Committees created directly by the Board shall:
- Adopt charters approved by the Board;
- Be composed exclusively by independent Board or a Specialist Member;
- Study the issues of their responsibility and submit proposals to the Board. The material needed to be reviewed by the Board, should be available along with the voting recommendation, any Director may request additional information if necessary.
- Prepare a brief report of the activities performed by the Committee, at each Board Meeting.
10. BOARD OF DIRECTORS' BUDGET
10.1 The Board will have, as part of the Company's annual budget, its own budget to face its administrative expenses necessary to carry on its works and of its Committees, according to the Company established policies.
11. EVALUATION OF THE BOARD OF DIRECTORS
11.1 Annually, the Board will conduct a formal self-evaluation, as well as check the its Committee evaluations.
AMENDMENTS TO THE CHARTER
12.1 This Charter shall be reviewed every 3 years, at the end of their self-assessment of the Board or whenever a majority of its members understand relevant.
Duratex's Code of Ethics and Conduct is directed at all members of management, employees and student trainees of Duratex to serve as a reference for personal and professional conduct. Employees should acquaint themselves with it, and make others aware of it, acting in defence of the code and ensuring that its fulfilment is observed.
This code contributes to establishing a standard of respect and transparency in relationships, with the objective of providing us with guidance as to how proceed in accordance with our Values and Ethical Principles.
In this regard, the Code specifies:
a) Duratex's commitments to society, in particular its employees, customers, consumers and suppliers;
b) The standards of conduct expected from employees in the carrying out of their personal and professional responsibilities.
For this reason it is essential that each employee reads the code in detail so as to be able to use it on a daily basis as a set of guidelines for acts and decisions.
We are certain that it is an extremely useful and necessary instrument for work, capable of inspiring us in going out about our business at Duratex and in the art of transforming our personal and professional conduct as an example to all.
Salo Davi Seibel
Chairman of the Board of Directors
How We Are
A company is a living organism. It has its own personality, image and culture. It is made up of professional staff with different characteristics and abilities, but which together, complement each other in the quest to attain goals and realize dreams shared.
Here we provide a summary of Duratex's Values, Mission and Vision. Elements that are part of our way of being, which are reflected in our way of thinking and which provide guidelines for how we operate.
Duratex's identity, inherent in our track record and recorded here, is the result of the perception on the part of everyone as a whole, as well as that of each and everyone of us.
It is living with Duratex's identity that will ensure that the company goes on to even greater achievements and conquests.
• To meet the demands of our customers with excellence, through the development and offering products and services that contribute to an improvement in people's quality of life and generating wealth in a sustainable manner.
• To be a company that is a benchmark for the quality of our products, services and relationships, recognized as the best option for clients, employees, the community, suppliers and investors.
• Appreciation of human worth
• Excelling in results
• Continuous improvement
Ethics and Corporate Citizenship
• We respect human rights and do not accept any form of exploitation, discrimination or disrespect in our business activities, environments and value chain.
• We adopt sustainable corporate directives and practices.
• We carry out and provide support for community actions and those in the public interest, particularly with respect to the promotion of initiatives involving education, sport, art and culture.
• We encourage our value chain (including the supply chain) to adopt corporate sustainability practices and socio-environmental development.
• We do not use any form of contrivance, imposition or coercion in our operations and businesses.
• We provide the information that our public audiences need in a clear and correct manner, to enable them to make decisions in regard to Duratex.
• We comply with the laws, standards and regulations of the countries in which we operate in all instances.
• We adopt practices and policies aimed at the prevention and combat of all types of illicit payments and bribery, or the obtaining of personal advantage or privileges, fraud, moneylaundering, potential conflicts of interest, etc.
We adopt corporate governance directives and practices designed to ensure:
• A diligent, honest and prudent management
• The good reputation of Duratex.
• Competitive returns for shareholders and investors.
• The satisfaction of our customers.
• Alignment of the activities of Duratex with the commitments expressed in this Code and in the directives for sustainability, personnel management, performance, remuneration systems, risk management, financial controls, auditing, compliance, internal controls and corporate security.
• That society and our public audiences are informed in a timely manner about the intentions, decisions and results of Duratex.
• That our declarations, reports, communiqués and financial statements clearly and correctly reflect the reality of Duratex.
• That our contracts can be easily understood, and clearly show the rights and duties of the parties involved, pointing out the existing risks.
• The independence of our risk management, compliance, auditing and ombudsman processes.
• The protection of non-public information (restricted, confidential and internal) with a view to avoiding its leakage and possibly prejudicing Duratex and its public audiences.
Conduct towards public audience
• Operations and business with related parties are carried out under market conditions and put the interests of Duratex first, observing strictly observing commonly agreed conditions, negotiated in an independent manner, through a transparent, ethical process,
• and in compliance with the legislation in force.
• We provide the information necessary for the related parties to make their decisions, in a clear and correct manner.
• We adopt transparent criteria which increase the degree of impartiality in the management of conflict of agenda, with a view to eliminating legally asymmetric injustice and in the reconciliation of the interests of the related parties.
• We do not tolerate any form of discrimination or harassment.
• We adopt policies and practices aimed at preventing and combating degrading forms of work (child labour, forced labour, slave labour, etc).
• We respect political rights and the labour rights of workers, including the right to collective wage bargaining and the freedom to associate with political parties and unions.
• Personnel management processes (hiring, firing, transference, promotion, merit-based salary increases, disciplinary sanctions, etc,) are carried out with respect, transparency, impartiality, and based on the precepts of meritocracy.
Customers and Consumers
• The quality of our products and services must exceed the standards established by the legislation and the standards for the sector.
• We respect the freedom of choice of our customers and consumers, and provide them with the information necessary for them to make decisions, in a clear and correct manner.
• We do not use contrivances such as back-to-back sales and other forms of imposition or coercion in the carrying out of our business.
• We serve our clients and consumers with a welcoming approach, professionalism and flexibility, taking into account their interests, time, opinions and sentiments.
• We make service channels available that are prepared to listen to our customers with attention and deal with their requests, complaints and pertinent suggestions in a timely manner.
Suppliers (suppliers of products, service providers, commercial partners, business partners, etc.)
• We adopt fair and transparent criteria in the selection and contracting of our suppliers.
• We adopt directives and practices for the development of our suppliers with the aim of perfecting our products and services.
• We do not tolerate any form of degrading work (slave labour, forced labour, child labour, etc) in our supply chain, or any failure to comply with the labour legislation in force or actions which cause damage to the environment.
• We do not tolerate any practice of corruption, bribery, graft, personal favours and other forms of illicit or criminal acts in our supply chain.
• We operate according to market rules and defend free competition between companies, ensuring that our products and services compete for consumer preference according to fair criteria, in respect to the provisions of Law 12.529/11 (Antitrust Law )
• We condemn the practices that prevent free competition between companies, such as pricing or terms of sale between competitors (cartel), market power abuse or economic, predatory pricing (dumping) etc.
• We respect the reputation and the opinions of our competitors and not devalue its products and services, ensuring conditions for healthy competition.
• We participate in business associations in a spirit of cooperation aimed at improving the economic sectors in which we operate, repudiating any kind of agreement or exchange of competitively sensitive information that harm free competition.
• Duratex's decisions are not influenced by party or ideological preferences.
• Partnerships, contributions and sponsorships from the public sector should:
• Comply with applicable laws, especially Law No. 12.846/13 (Anticorruption Law), and our corporate guidelines.
• Be properly recorded in our statements.
• Duratex does not make donations to public sector entities in order to avoid any kind of misunderstandings or questions about their objectives, based on Law No. 12,846/13 (Anticorruption Law).
• Partnerships and contributions (sponsorship, donations, etc.) to Non-Governmental Organisations (NGOs), Organisations in the Public Civil Interest (OPCIs), philanthropic entities, etc, must:
• Be in compliance with the applicable legislation and conform to corporate directives.
• Be duly recorded in our financial statements.
• We base our relationship with the media on the principles of truthfulness and independence.
• We have the discernment to differentiate between information that should be made available to the public and what constitutes marketing and publicity.
• We recognise and respect the right of the press to keep the public informed.
DIRECTIVES FOR CONDUCT IN THE WORK ENVIRONMENT
We know that the way in which we carry out our tasks, honour our commitments and how we behave, reveals the value which we attribute to others, and ourselves, because our habits and attitudes can both positively influence the confidence with which we are received, as well as generating loss of image, giving rise to personal and professional dissatisfaction. Thus it is important to continually improve the quality of our work and cultivate motivating environments that encourage cooperation: this is the best way of protecting our personal dignity.
• Standards, policies, processes and established procedures should always be complied with. Only doing that which you are sure you are able to do; if in doubt, seek advice from your immediate superior or the Human Resources Department.
• Cultivate cordiality in relationships and seek to resolve disagreements or misunderstandings, with care, respect and cordial approach.
• Encourage the practice of dialogue, and not the imposition of a point of view; listen to the opinion of others with attention and respect, even though you may disagree with them.
• Help colleagues to carry out good work and provide guidance with patience and interest for those who request it.
• Never introduce someone to make an error or cause himself harm.
• Give due credit to the ideas and undertakings of colleagues, and do not present ideas, opinions or personal preferences as though they were those of Duratex or its managers or employees.
• Do not use the name of Duratex, or your post or the influence of your post to obtain personal benefits or benefits for relations, friends or third.
• Do not discriminate against anyone as a function of their ethnicity, gender or political, sexual, religious, cultural preferences, or because of their disabilities.
• Do not adopt offensive conduct, be it verbal, physical or through gestures.
• Do not replicate rumours and slander.
• If you make a mistake, do not hide the fact; be transparent and truthful, and make an effort to mitigate the consequences, and learn from them.
• Participate in the education and training initiatives offered by Duratex with punctuality and dedication.
• Take care of the installations, resources, equipment and work materials, and only make personal use of them in an emergency situation which does not put the integrity of the assets of Duratex at risk.
• Adopt the precepts of conscientious consumption: do not waste water, electricity, paper, plastic objects, office supplies, and practice selective waste disposal.
• Avoid financial imbalances, because they can adversely affect personal and professional order.
• Appear in the work environment in a normal condition (without being under the influence of alcohol or drugs etc,); the use of illicit drugs is a crime, and is prejudicial to professional conduct, gravely endangering the life of their users, upsetting the working environment, and capable of creating risk situations for others.
• Take care of your personal appearance, dress appropriately to the function exercised.
• Do not disclose information about Duratex or make comments on day-to-day work situations on social networks.
• Carry out your work with zeal, with a focus on the interests of Duratex, complying with the rules of the company and this Code of Ethics and Conduct.
• Keep up-to-date with respect to advances made in your professional area, and should this be the case, obtain the necessary certifications to carry out your role at the company.
• Do not permit a businesses and operations of Duratex to be used for illicit or criminal acts (corruption, bribery, money laundering, fraud, etc,). To this end, among other precautions, acquaint yourself with Duratex's directives and practices on this subject and comply with them.
• Never provide advice, disseminate information, or negotiate on the basis of rumours or unreliable data.
• Acquaint yourself with Duratex's other policies and norms, and comply with them.
• In relationships with clients, suppliers and other public audiences, seek out the appropriate channels to deal with requests or to resolve conflicts, when they are outside your scope of responsibility.
• Request guidance from your immediate superior and the corporate communication department before participating in media interviews and programs, of either a conventional or virtual nature. Do not speak in the name of Duratex without prior authorisation.
• Do not use social networks or software not provided by Duratex to carry out your professional activities.
Conflicts of interest
These arise when personal interests are in opposition to those of Duratex or vice-versa.
These situations put our reputation at risk, and therefore need to be managed with transparency and must be immediately communicated to the Ombudsman Department.
• Information and know-how (knowledge, technologies, methods, systems, software, etc.) that circulates internally, is the property of Duratex and for this reason cannot be used for personal ends, or passed on to third parties without prior authorisation.
• Request authorisation from a director before using Duratex's information or know-how in external activities or publications: classes, congresses, seminars, academic work, books, magazines, etc.
• Use Duratex's information and know-how only for the company's benefit, and for the benefit of its public audiences.
• Respect the privacy of customers and suppliers, keeping the registration details, information, operations, services contracted, etc. confidential.
• Protect and prevent the leakage of any document or information that could cause damage or discomfort to people or companies.
• Ensure that the other sectors of Duratex do not have access to non-public information that circulates in your area.
• In the event of you leaving Duratex, do not take with you any copies of information, software processes or any other type of knowledge that is the property of Duratex.
Kinship relationships within Duratex
• The hiring of family relations is forbidden (grandparents, parents, brothers, spouses, children, parents in-law, sons and daughters in law and step children) under the following conditions: (i) if involving direct or indirect subordination; (ii) for posts involving operational relationships in activities that require segregation of the function of active employees (e.g.: financial vs. supply chain, auditing, supply chain vs. receipt of payment, etc.), avoiding conflicts of interest.
• The hiring of relations of active employees is permitted in co-related functions in the same area, provided that there is no conflict of interest (e.g.: agricultural worker, production operators, etc.); at the time of such a nomination, managers and employees must declare the existence of a family relationship to their manager, and the area responsible for hiring.
Relationships with customers and suppliers (suppliers of products, service providers, commercial partners, business partners, etc.)
• Before carrying out private business with executives, companies and company managers who are customers or suppliers of Duratex, managers and employees must obtain authorisation from their immediate superior.
Courtesies (promotional gifts, presents, favours, etc.)
• No courtesies of any nature should be accepted or offered: presents, gratuities, favours, discounts on transactions of a personal nature, business or leisure trips, invitations to participate at events, or any other courtesies.
• If market practices really require an exchange of courtesies, the value of these shall be restricted (for courtesies offered and received) to the limits established in Duratex's internal standards and regulations.
• In relationships with the public sector it is forbidden to offer or receive courtesies to/from public employees, or occupants of political posts, or their parties.
Courtesies in institutional relationships and marketing ((invitations to learn about new products and services; participation as a lecturer or part of the audience, at seminars, meetings, etc.)
• In offering such courtesies, it is permitted to include the expenses of travel, local transport, board and lodging, inscription, etc.
• In the receiving of such courtesies, these expenses must be covered by Duratex, when possible, and depending on the judgement of the executive director responsible.
Contributions (sponsorship, donations etc.)
• Before receiving or offering contributions, managers and employees must inform their immediate superior of their intention.
• Contributions should be carried out in compliance with the laws, standards and regulations in the countries in which Duratex is present.
• The contributions should not influence decision-making processes, or provide margin for this interpretation, or practised in the exchange for, or anticipation of, any favour.
• Contributions made in the name of Duratex must be previously approved by the Commission for Social Investment.
Contributions to the Public Sector
• Contributions to entities and persons in the Public Sector must be approved by the Commission for Social Investment and should be linked to in initiatives and partnerships which aim to provide collective benefit or improve public service.
Candidature of managers and employees for elected public office
• Before offering themselves as a candidate for elected public office, managers and employees must inform their immediate superior of their intention.
• Work in other companies or organisations as an employee, service provider, consultant, director or board member, cannot conflict in any sense (nature, timing, etc.) with the activities carried out at Duratex
• Before assuming activities within other companies or organisations, managers and employees should inform their immediate superior of their intention.
Interests and shareholdings in companies
• Participation in other companies or organisations as a partner, partner director or partner investor cannot conflict in any sense (nature, time, etc.) with activities carried out at Duratex.
• Before assuming responsibilities within other companies and organisations, managers and employees should inform their immediate superior of their intention.
Loans, commerce, collections and games between colleagues
• Do not request loans from, or grant loans to, work colleagues.
• Do not buy or sell any merchandise or services on the premises of Duratex.
• Participation in pro-rata contributions and collection to raise funds for commemorations, donations, etc. is optional and voluntary, and the value of such contributions may not be disclosed.
• Do not hold raffles, engage in betting or games for prizes etc.
COMMUNICATION OF ETHICAL MISCONDUCT
Managers and employees are responsible for guaranteeing that this Code of Ethics and Conduct is complied with, and in addition to conforming with it in their day-to-day activity, should promptly communicate any suspicion or knowledge of any violation of its directives to the Ombudsman Department.• Committee for Staff, Governance and Nomination
The management of this Code of Ethics and Conduct Is the responsibility of the Committee for Staff, Governance and Nomination, an advisory body that reports to the Board of Directors of Duratex, its task of being to:
• Continually assess the norms and standards contained in the document, and if necessary update them;
• Deliberate on any doubts about the Code's Interpretation.
• Ombudsman Department
• To receive and analyse:
• Communications received (suggestions, consultations, criticisms, praise and denouncements) referring to the Duratex Code of Ethics and Conduct.
• Ethical dilemmas, conflicts of interests and dance with respect to interpretation and situations not covered in the Duratex Code of Ethics and Conduct.
• Analysis treatment
• Cases of ethical misconduct are forwarded to the director responsible for the area reported on, with a copy being sent to the Chief Executive Officer and the Chairman of the Board of Directors.
• On a quarterly basis, the Ombudsman Department will report on the work that it has carried out to the Committee for Staff, Governance and Nomination, as well as providing a half-yearly presentation on its activities to the Executive Board and the Committee for Auditing and Risk Management.
• Cases involving managers should be communicated to the president of the Committee for Staff, Governance and Nomination.
• The cases involving acts of corruption will be forwarded by the Ombudsman to Compliance Department Cool, who is responsible for any incidents with public agencies, as provided by Law No. 12,846 / 13 (Anticorruption Law) with the referral following the matter for decision Board and President.
• Contact channels
• Conflicts of an ethical nature, misconduct and related eventualities, or denouncements with respect to bring non-observance of this Code, should be forwarded to the Ombudsman Department through one of the following channels:
• E-mail: email@example.com
• Intranet: through filling in the electronic form, link Ombudsman Department.
• Internet: through filling in the electronic form on the website www.duratex.com.br
• Suggestion boxes provided in each of the companies units.
• Electronic service (voicemail): 0800 55 75 77
• By letter: Av. Paulista, 1938 – 9º andar – A/C Ouvidoria Duratex – São Paulo-SP, CEP 01310-942.
For all the contact channels provided, the reporting party may identify himself or make an anonymous report. Secrecy and confidentiality are guaranteed. He or she may request a personal meeting, which will take place in a reserved location. Protection for Denouncers
• Managers or employees who carry out, or attempt to carry out, retaliation against those who communicate their suspicions or who collaborate in the verification of violations of this Code of Ethics and Conduct, will be subject to the disciplinary measures as set out in Duratex's standards and norms
Managers and employees who violate Duratex's Code of Ethics and Conduct will be subject to the disciplinary sanctions set out in the company's internal regulations and standards.SCOPE OF THIS CODE OF ETHICS AND CONDUCT
Duratex's Code of Ethics and Conduct has been approved by the Board of Directors. The directives of this Code should be followed by all employees of Duratex, including its managers.
Establish the principles and practices of Duratex Corporate Governance.
2. REGULATORY AND SELF-REGULATORY ENVIRONMENT
2.1 Securities and Exchange Commission (CVM)
Because it is a publicly held company, with shares listed and traded on stock exchange, it is subject to the laws, rules, regulations and instructions issued by the regulator, the Securities and Exchange Commission (CVM).
2.2 Brazilian Corporate Law
Law that is governing accounting firms, classified as "Anonymous Societies". Duratex is subject to the provisions of Law 6.404. dated 15/Dec/1976 and all subsequent amendments thereto.
2.3 Novo Mercado of BM&FBovespa
Spontaneously, Duratex adhered to the rules, defined in the Listing Rules, to ensure holders of shares greater degree of safety that is provided in Law. Additional information can be found on BM&FBovespa's website at the link http://www.bmfbovespa.com.br/A-bmfbovespa/publicacoes/folhetos-de-mercado.
2.4 ABRASCA Code of Good Practice and Self-Regulation
Also spontaneously, Duratex joined this code of self regulation based on principles rather than detailed rules. Particular circumstances of each company can justify the existence of other means of achieving good corporate governance. The Code suggests the adoption of a series of principles and practices seen as good governance. Companies who decide not to adhere to the rules to the Code, necessarily, should explain the reason. The Code, therefore, is based on the principle of "act or explain", available at http://www.abrasca.org.br.
Available at the link /www.duratex.com.br/ri/en/Governance/Bylaws.aspx
2.6 Code of Ethics and Conduct
The role of Duratex is guided by principles that support an organizational culture led to ethics, legality, respect for human beings, repudiation of all forms of discrimination, encouraging personal and professional development and social, environmental and cultural responsibility. To help implement these principles, Duratex has held since 1997 its Code of Ethics, widely disseminated internally, which is periodically updated and aligned with the latest demands. The code of ethics is available on the Duratex website for consultation by any stakeholder who has an interest: www.duratex.com.br/ri/en/Governance/Regulations-Policies.aspx.
2.7 Duratex Mission, Vision and Values
Available at the link www.duratex.com.br/en/Company/MissionVisionValues.aspx.
2.8 Policy of Disclosure of Relevant Act or Fact, Securities Trading Policy, Treasury Trading Policy and Stock Option Plan
Available at the link http://www.duratex.com.br/ri/en/Governance/Regulations-Policies.aspx.
The conduct of the activities of the company is still based on the internal rules.
The information is available at the link http://www.duratex.com.br/ri/en/Governance/.
4. BOARD OF DIRECTORS AND ADVISORY COMMITTEES
The Board of Directors shall consist of at least 5 (five) and a maximum of ten (10) permanent Directors, and 20% (twenty percent) of the Board of Directors shall be Independent Directors. Currently, the Board of Directors consists of nine regular members, three being independent.
The Board of Directors instituted the following Advisory Committees:
- •Audit and Risk Management Committee;
- •Personnel Committee, Governance and Nominating Committee;
- •Sustainability Committee;
- •Committee for Evaluation of Transactions with Related Parties (composed only of independent members);
- •Disclosure and Trading Committee (chaired by the IRO).
5. RIGHTS OF HOLDERS, OF SHARES ISSUED BY DURATEX
5.1 Participation in Meetings, Voting and Receipt of Dividends
Criteria established in the Bylaws available at http://www.duratex.com.br/ri/en/Governance/.
5.2 Defense Mechanisms in Case of Transfer of Control
Shareholders, who are not members of the control block, are guaranteed to receive 100% of the premium assigned at the time of sale of the Company's control (tag along 100%) by the controller.
5.3 Chamber Market Arbitration
The Company, its shareholders, its Directors and Officers, and members of the Supervisory Board, undertake to settle by arbitration any dispute or controversy that may arise between them, related to or arising, in particular the application, validity, effectiveness, interpretation, breach and its effects, the provisions of the Corporate Law, in the Company's Bylaws, the rules issued by the National Monetary Council, the Central Bank of Brazil and the Securities and Exchange Commission, and other rules applicable to the functioning of capital markets in general, in addition to those listed in Novo Mercado, of the Novo Mercado Participation Agreement and the Regulation of Chamber Market Arbitration as defined in Novo Mercado Regulations.
5.4 Communication Channels
In addition to the tool "Contact IR", available on the Company´s website www.duratex.com.br, for sending news, by e-mail, to the register public, plus dedicated channels to receive suggestions, comments or requests, as follows:
- •Contact us: access the site www.duratex.com.br
- •Investor Relations: firstname.lastname@example.org or (55-11) 3179-7421;
- •Assemblies and Dividends: email@example.com or (55-11) 3179-7421;
- •Sustainability: firstname.lastname@example.org;
- •Corporate Governance: email@example.com;
- Electronic mail: firstname.lastname@example.org;
- Intranet: Fill out an eletronic form, link Ouvidoria;
- Internet: Fill out an eletronic form on the website www.duratex.com.br.
- Contatct Telephone number (P.O Box) 0800 55 75 77: the recorded messages will be retrieved daily and made contact with the speaker within 24 hours..
- Letter address: Av. Paulista, 1938 – 6th floor - To: Ouvidoria Duratex, zipcode 01310-942 - São Paulo/SP – Brazil.
In the ordinary course of its business, Duratex strictly follow the principles and values universally accepted, guided by higher ethical sense, rejecting, among others, the practice of discrimination by race, religion, color, sexual orientation and child exploitation and forced labor, forced or compulsory.
In the competitive environment, the search for overcoming the competition is always based on products, services and service superior to those offered by the market.
The practice of bribery, bribes or favors, received or offered, will not be accepted as a way of obtaining advantage outside the scope of the Company´s technical, industrial and commercial skills.
Finally, since these are fundamental principles, the Company expects its peer relationship, namely, employees, customers, suppliers, service providers, municipal governments, state and federal practice, to adopt and practice for the strengthening of relations and institutions.
To establish the management principles regarding environmental impacts and aspects arising from company's activities in order to reaffirm Duratex's commitment as an environmentally responsible business.
The principles apply to all industrial, administrative and forestry sites and shall guide the management processes ruled by Duratex's values specified in the Mission, Vision and Values of the Somos Assim program, aiming at improving processes and controls.
This regulation is applicable to the whole Organization.
3. DESCRIPTION OF EXTERNAL REFERENCES
3.1. NBR ISO 14001 – Environmental Management System
International standard, which specifies the requirements to be adopted in order to create an Environmental Management System. It is a globally recognized model, which provides the grounds to establish actions and controls for processes environmental management through well planned procedures.
3.2. Forest Stewardship Council (FSC) – Principles & Criteria
FSC was established in 1993 in order to define what is an appropriate environmentally forest management, socially beneficial and economically feasible.
FSC certification ensures that products come from responsibly managed forests, enabling customers and companies to make conscious purchasing decisions and providing environmental and social benefits, in addition to adding value to businesses.
Duratex has obtained a Forest Management certification and a Chain-of-Custody Certification for panel manufacturers and distribution center.
Created in 1993 as a response to the international concern about world's forests in early 90s, the concept of the certification arose as way of controlling forest operations through the appreciation of products from well managed forests in the market. Environmental and social organizations and companies around the world have established principles to ensure good forest management. FSC has become the most credible forest certification system in the international scenario.
3.3. Global Report Initiative – Guidelines
Global Reporting Initiative (GRI) is an international non-governmental organization, headquartered in Amsterdam, The Netherlands, whose mission is to globally develop and disseminate sustainability reporting guidelines which are voluntarily adhered to by businesses around the world. Since its creation in 1997, GRI has focused on developing reporting standards that cover economic, social, and environmental sustainability aspects of organizations.
4. DESCRIPTION OF PROCEDURES AND RESPONSIBILITIES
While producing reconstituted wood panels, sanitary ware and fixtures, water heating systems, industrial valves and managing forests, Duratex seeks to conduct sustainable business practices by working in the responsible management of the environmental aspects that are inherent to the nature and scale of its units. With its Environmental Policy, Duratex reaffirms its commitment as an environmentally responsible business.
220.127.116.11. To use natural resources, raw materials, and inputs needed in the production process in a rational and sustainable way;
18.104.22.168. To develop and provide products that enable the rational use of natural resources;
22.214.171.124. To prevent pollution and environmental hazards in its operations, from production to distribution of products, through technical and innovative solutions, thus mitigating its impacts;
126.96.36.199. To comply with the regulations that are applicable to its activities, products, and services; to meet the voluntary commitments made by the organization; and to establish procedures to ensure that illegally sourced materials are not used;
188.8.131.52. To protect biodiversity, headwaters, and watercourses, as well as to conserve cultivated lands and maintain forest management measures;
184.108.40.206. To manage waste in order to meet reduction, recycling, and reuse concepts;
220.127.116.11. To assess the environmental performance of companies in case of mergers and acquisitions; and
18.104.22.168. To reduce greenhouse gases emissions and to employ adaptation mechanisms in view of climate change impacts.
4.2.2. Continuous Improvement
22.214.171.124. To seek continuous improvement in environmental performance by monitoring and periodically evaluating results, innovations and technologies;
126.96.36.199. To make sure that practices and process are applied in order to ensure occupational health and safety of the employees while performing their activities in the company;
188.8.131.52. To implement training and qualification programs aimed at encouraging safe, healthy, and environmentally responsible behaviors.
184.108.40.206. To establish management tools specific to the nature and importance of each principle in all business units of the organization.
220.127.116.11. To maintain a channel of communication with stakeholders to provide information regarding environmental and social aspects, products, and services;
18.104.22.168. To record and disclose scopes and outcomes with respect to the fulfillment of social and environmental commitments voluntarily made by the company.
The Executive Board, together with the Communication and Sustainability Management, is responsible for enforcing this policy and all the employees must cooperate with it.
The Corporate Communication and Sustainability Management is accountable for updating this document. Every revision must be approved by the Executive Board and validated by the Board of Directors Sustainability Committee.
5. REFERENCE DOCUMENTS
NAD-27 Código de Ética da Duratex S.A.
NAD-12 Política Social
NAD-25 Política de Investimentos Sociais
Política para suprimento com madeira de fontes controladas – FSC (under preparation)
NSC-1 Política de Compras
The Indebtedness Policy is approved by the Board of Directors.
1. Indebtedness Limits – Parameters
The current indebtedness Limit of the Company must comply with the lesser of the following parameters.
- a) Net Debt / Net Assets < 1.0
- b) Net Debt / Ebitda < 3.0
- c) Net short-term debt / Ebitda < 5.0
The Company must maintain at least, the greater of the following values:
- a) Amount equivalent to 60 days of consolidated Net Revenue of the last quarter and
- b) Debt service plus dividends and/or JCP (Interest on Capital), forecast for the next 6 months.
The Company must exhaust the possibilities of financing to the Official Bodies – BNDES, Banco do Brasil, BDMG and other as Local and State Banks, since their costs are lower to the markets to similar operations.The reference currency of each financing will be the Real, rather in CDI (Interbank Deposit Certificate). Therefore, even it taken in Dollars or other currency, the Board of Directors must have to do the SWAP to Real, preferably CDI ( Interbank Deposit Certificate).
4. Limit for Exchange Risk
The consolidated Exchange exposure wich the counterpart is Profit and Loss or Net Assets, cannot exceed to 2% of the Net Assets.
Any operation to adjust the foreign exchange exposure above cannot have a speculative basis.
INTERNAL CHARTER OF THE FISCAL COUNCIL
(approved at the Meeting of the Fiscal Council of July 31, 2018)
Article 1 - This Internal Charter (‘Charter”) governs the operations of the Fiscal Council (“Council”) of DURATEX S.A. (“DURATEX” or “Company”).
Article 2 – The Council is not a permanently functioning body and shall only be installed at the behest of the shareholders in accordance with the applicable legislation. When installed, it will comprise 3 (three) sitting members and an equal number of alternates, elected by the General Meeting, being 1 (one) a Chairman and his replacement to be chosen by the Councilors from among their peers.
Paragraph 1 – The Councilors shall exercise their positions until the first Annual General Meeting which shall follow their election, reelection being permitted.
Paragraph 2 – Investiture to the positions shall be through the signing of the instrument of investiture in the specific register.
Paragraph 3 – In the act of investiture, the Councilor shall (i) declare his awareness of the conditions of eligibility, duties and responsibilities pursuant to articles 162 and 165 of Law 6.404/76; and (ii) sign the instruments of adherence to the Internal Charter of the Council and the Policies for Disclosure of a Material Act or Fact and for Trading the Securities of DURATEX.
Paragraph 4 – In the event of absence, incapacity, resignation or decease, the sitting member shall be substituted by his respective alternate.
Paragraph 5 – The function of a Council member may not be delegated.
Responsibilities of the Council
Article 3 – It is incumbent upon the Council to perform the responsibilities set forth in Article 163 of Law 6.404/76.
Meetings: Convening, Installation and Decisions
Article 4 – The Council shall meet ordinarily 4 (four) times per year and extraordinarily, whenever deemed necessary.
Paragraph 1 – It is incumbent on the Chairman to convene and preside at the meetings of the Council and to represent it at meetings with the other management bodies of the Company, including attending the General Shareholders’ Meetings to present the Council’s opinion and representations and provide replies to requests for information and clarifications on behalf of the shareholders, without prejudice to the presence and opinion of any of the other Councilors.
Paragraph 2 – The Council’s meetings shall be convened through notification sent at least 2 (two) business days prior to the meeting by e-mail or by any other means of communication.
Article 5 – The Council’s meetings may be validly installed when there is a minimum quorum present of an absolute majority of the Council’s members, decisions being adopted by the majority of the members present, the Chairman having the deciding vote in the event of a tie.
Sole Paragraph - The Councilor dissenting from any of the Council’s decisions may register his dissenting opinion in the minutes of the meeting as well as notifying such to the management bodies or the General Shareholders’ Meeting.
Article 6 – The meetings may be held by telephone, videoconference, telepresence, e-mail or any other means of communication. In these cases, the Councilor shall be deemed as present at the meeting for verification of the quorum for installation and decision, and his vote considered as valid for all legal purposes. The minutes of the meeting shall be signed by all the Councilors who have participated in the meeting whether through personal attendance or remotely.
Sole Paragraph - The Councilors who have participated in the manner described above shall certify that the matters discussed at the meeting shall not have been accompanied by unauthorized persons.
Article 7 – The minutes of the meetings and the Council’s opinions shall be transcribed in the “Fiscal Council’s Meetings and Opinions Register", which shall be held together with other corporate registers at the Company’s head office.
Secretary of the Council
Article 8 – The Chairman of the Council shall appoint a Secretary, who may or may not be a Councilor, with the following responsibilities:
- monitor the matters to be included on the agenda of the meetings in the light of the annual calendar of ordinary meetings, the requests of the Councilors and eventual pending matters;
- arrange for the convening and sending of support materials for the meetings of the Council with prior notice of at least 2 (two) business days, in order that the Councilors may be fully informed to ensure fruitful collaboration in the debates;
- take the minutes of the meetings, record the discussions and decisions and prepare and formalize the respective minutes, opinions and other documents in the specific register; and
- circulate a copy of the minutes of the meetings, reports and opinions to the Fiscal Councilors and the Chairman of the Board of Directors.
Article 9 – Any one Councilor may request clarifications or information, conditional on such being relative to their supervisory function, in addition to the preparation of special-purpose financial statements, through a written and substantiated request to the Council to be addressed to the management bodies or the Company’s independent auditors, together with the Councilor’s manifestation on the matter.
Article 10 – The Council members, besides performing the legal duties inherent in their positions, shall conduct themselves based according to the highest ethical standards and also comply with the Code of Conduct and the policies of DURATEX, as well as the norms issued by the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) and B3 S.A. – Brasil, Bolsa, Balcão, and foster good corporate governance practices in the Company.
Sole Paragraph – Any material information related to the Company shall be kept rigorously confidential by the Councilors while it has not been officially disclosed to the market.
Conflict of Interests
Article 11 – The Council member shall declare, prior to the beginning of discussions and/or decisions on a given matter that, for whatever reason, he has a private or conflicting interest with the Company with respect to the issue at hand, consequently therefore abstaining from its examination and voting.
Sole Paragraph – As soon as a private or conflicting interest is identified on a given matter without there having been due notification from the interested Councilor, any other Councilor shall notify the fact to the other members of the Council.
Omissions and Duration
Article 12 – Any omissions shall be resolved by the Chairman, ad referendum of the Council.
Article 13 – This Charter becomes effective on the date of its approval by the Council and shall remain on file at the Company’s headquarters.
To establish a channel for receiving and dealing with denouncements referring to failure to comply with laws or regulations, fraud or errors in internal controls, as well as in accounting and auditing activities.
In publishing this policy, the Committee aims to encourage all employees and outsourced staff to communicate any indications or evidence of the existence of situations or facts that fall into the categories covered by this policy, within the companies of Duratex.
With this objective, the following communication channels are available to those interested:
• E-mail: comitê.email@example.com
• Letter to be sent to the following addess: Av. Paulista, 1.938 – Piso Terraço – A/C Committee for Auditing and Risk Management – São Paulo - SP, CEP 01310-942.
The Committee undertakes to keep the information received confidential and if it is in the interest of the person reporting the information, to guarantee anonymity.
2. REGULATORY ENVIRONMENT
The Committee for Auditing and Risk Management (Committee) has the responsibility for establishing and publicising procedures for receiving and dealing with information about failure to comply with the legal aspects and standards applicable to the Company, in addition to internal regulations and codes, including the proposal of specific procedures to protect the person providing the information, and the confidentiality of the information received.
3. RECEIVING AND DEALING WITH DENOUNCEMENTS
This policy is applicable to the receiving of denouncements relating to the following themes, among others:
• Failure to observe laws and standards, including internal regulations and codes, that regulate the activities of the Duratex Companies;
• Incorrect application of accounting practices;
• Evidence of fraud or deliberate error in the drawing up, revision, publication or auditing of any financial statements or reports of the Duratex Companies;
• Indications of deficiencies observed in the internal control systems that provide support for accounting and auditing activities;
• The existence of discrepancy in the financial statements that could affect the economic-financial situation of the Duratex Companies;
• Improper appropriation of assets, adulteration and/or falsification of documents and financial data, electronic fraud, improper use of privileged information, and intentional acts of omission/manipulation of transactions, records and financial statements.
3.1. Denouncements by employees
Any employee who gains knowledge of facts or evidence that fall within the situations described in the item above, should report his or her concerns to the Committee.
The content of the denouncements should always be as complete as possible, so as to be able to initiate the necessary investigation process. Employers who opt to be anonymous in their denouncements should take special care in the presentation of the facts, whenever possible, providing documents which provide proof of their affirmations.
3.2. Denouncements by outsourced staff
Any person that gains knowledge of facts that involve situations that are covered by this policy, should report their concerns to the Committee through one of the communication channels cited here.
3.3. Investigation of denouncements
All denouncements received will be analysed and evaluated by the Committee, which will pass them on for investigation in the manner that they believe will best serve the Company.
3.4. Protection of denouncements
The Committee is responsible for maintaining the denouncements received in an orderly fashion, as well as the respective measures taken.
POLICY FOR THE ACQUISITION OF GOODS AND SERVICES
It aims for guaranteeing the competitiveness, quality, safety, legality, environmental responsibility and continuous relationship improvement with suppliers.
• Promote competition in equal opportunities terms between suppliers of goods and services through the fulfillment of a qualification process, technical requirements, organizational, social and environmental responsibilities;
• Instigate suppliers' competitive advantages through objective, honest and clear criteria;
• Ensure the segregation and traceability of duties in several operational phases and decision making processes as a means to ensure transparency;
• Be adherent to the principles stated at the "Code of Ethics", internal rules and follow the applicable laws to its activities;
• Ensure an ethical and transparent approach in suppliers management following ILO Conventions and the 10 Global Compact Principles;
• Promote, along with critical suppliers, their engagement into social and environmental friendly responsibility along with the dissemination of Sustainability principles;
• Ensure structured managerial processes defined by economic and social and environment criteria for suppliers management;
• Ensure that the established purchasing process support the integrity of operations;
• Ensure that the suppliers' application and contract data will be used only for its means;
• Accomplish the requirements and obligations as established in Contracts and/or Purchasing Orders;
• Maintain an open suppliers' relationship channel to manage the principles applied to this Policy.
1. GENERAL PRINCIPLES
1.1. Scope - The POLICY provides the guidelines and procedures to be complied with in the disclosure of material acts or facts and in the maintenance of confidentiality of such non-disclosed information, in accordance with CVM Instruction 358, dated January 3, 2002, modified with the scope of the policy covers the disclosure to the appropriate regulatory bodies and the market complete and timely information on the material acts and facts relating to the company, as defined in sub-item 2.1, thus reinforcing the equity and transparency of such disclosure to all interested parties, without privileging some to the detriment of others.
1.2. Disclosure and Negociation Committee – Shall rest with the the Disclosure and Trading Committee, constituted as provided for in the Company's Trading Policy, with respect to the POLICY:
a) to advise the Investor Relations Director;
b) to permanently evaluate the applicability of the policy and to suggest any pertinent amendments thereto;
c) to decide on any questions regarding the interpretation of the policy's text;
d) to order all actions necessary for the disclosure and dissemination thereof, including among the company's employees;
e) to evaluate the content of any announcements before release to the press (press releases), meetings with investors and investment analysts (road shows), teleconferences and public presentations containing material information on the company;
f) to regulate the compliances;
g) to evaluate and decide on cases of infringement;
h) to analyze official queries posed by regulatory and self-regulated bodies, and to prepare the respective answers;
i) to propose solutions for unforeseen and exceptional cases.
2. DEFINITION OF MATERIAL ACT OR FACT
2.1. Material act or fact - Any decision of a controlling shareholder, or resolution of a general shareholders' meeting or of any management bodies of the company, or any other act or fact of a political-administrative, technical, negotiating or economical-financial nature, taking place or relating to the company's business, which may reasonably interfere with:
2.1.1. the price of securities issued by the company or related thereto;
2.1.2. the decision of investors to buy, sell or maintain such securities;
2.1.3. the decision of investors to exercise any shareholders' rights issued by the company or related thereto.
2.2. Examples of material acts or facts - The following are examples of material acts or facts, to the extent that they can result in any of the effects above, among others:
2.2.1. the signature of an agreement or contract providing for the transfer of the shareholding control of the company, even if the efficacy of such instrument is conditional or resolutely ;
2.2.2. the change in the company's control, including through the execution of, amendment to, or termination of, a shareholders' agreement;
2.2.3. the execution of, amendment to, or termination of, a shareholders' agreement to which the company is a party or intervenes, or which has been registered in the appropriate company book;
2.2.4. the entry or withdrawal of a partner who has a contract or an operational, financial, technological or administrative agreement with the company;
2.2.5. the authorization for trading in securities issued by the company in any market, national or foreign;
2.2.6. the decision to cancel the registration of the company;
2.2.7. a merger or spin -off involving the company or affiliated companies;
2.2.8. a change in the company's net worth composition;
2.2.9. the purchase or sale of a relevant investment;
2.2.10. the transformation or winding-up of the company;
2.2.11. the change of the accounting principles adopted by the company that could significantly change the result or net worth of the company;
2.2.12. debt renegotiation considered to be of significant proportions;
2.2.13. the approval of a stock option plan;
2.2.14. a change in the rights and advantages of securities issued by the company;
2.2.15. the split-up or consolidation of shares or the concession of share bonuses;
2.2.16. the acquisition of shares of the company for maintenance in treasury or cancellation, and the sale of shares so acquired;
2.2.17. profits or losses of the company and the attribution of earnings, in cash;
2.2.18. the execution or termination of a contract, or the failure to execute it, when the expectation of execution thereof is in the public domain;
2.2.19. the approval of, change in, or cancellation of a project, or the delay in implementing it;
2.2.20. the initiation, re-initiation or suspension of the manufacture or commercialization of a product or service;
2.2.21. the discovery, change or development of technology or resources owned by the company;
2.2.22. changes in the forecasts previously disclosed by the company;
2.2.23. a request of composition with creditors, a bankruptcy request or confession or the filing of a legal action, which may affect the economical-financial situation of the company.
3. DUTIES AND RESPONSIBILITIES IN THE DISCLOSURE OF A MATERIAL ACT OR FACT
3.1.Duties and responsibilities of the Investor Relations Director - The Investor Relations Director has the following duties:
3.1.1.send to CVM through electronic system available on the CVM website on the world wide web (section 4.3, "a"), and if applicable, the value and authority of the OTC market in which the securities bag issued by the Company are traded, any act or fact occurred or related to your business, as well as ensure the full and immediate disclosure, simultaneously in all markets in which such securities are traded;
3.1.2.to provide to the appropriate authorities, whenever requested by them, any additional explanation in connection with the material act or fact;
3.1.3.to interview persons having access to material acts or facts, in the event described in the preceding sub-item or if there is any atypical fluctuation in the price or quantity of trading of shares issued by the company or related thereto, with the purpose of ascertaining whether such persons have knowledge of any information that must be disclosed to the market;
3.2. Related persons - Are related persons to the Company:
a) (i) its direct or indirect controlling shareholders, officers, members of the board of directors, fiscal council and any bodies with technical or consulting duties created under its by-laws; (ii) the same persons in a controlling, controlled or affiliated company who have had access to relevant information;
b) the employees of the company, or of its controlling, controlled or affiliated company(ies), who, because of their rank, function or position, have privileged access to any relevant information;
c) any other person that, because of any circumstance, may have knowledge of relevant information, such as consultants, independent auditors, rating companies' analysts and assistants.
3.3. Duties and responsibilities of related persons - The persons referred to in letter "a.(i)" in sub-item 3.2. only, shall:
3.3.1. communicate to the Investor Relations Director, or, in his or her absence, to the President of the Company, any material act or fact that may come to their knowledge;
3.3.2. having heard the Disclosure Committee, communicate to the CVM any material act or fact of which they have personal knowledge in case the Investor Relations Director fails to comply with his or her duty to disclose.
3.4 Duty of confidentiality (sub-item 6.2) - The related persons shall keep confidential any information relating to a material act or fact, until its disclosure in the market, in accordance with sub-item 6.2.
3.4.1. The related person that communicates, by mistake, a material act or fact to a non- related person, before its disclosure in the market, shall immediately inform the Investor Relations Director of the erroneous communication, so that he or she may take any adequate measures.
3.5. Forecast of results - The company shall not disclose performance forecasts.
3.5.1. Market expectations - The company may disclose, on the website www.duratex.com.br the market expectations for its results, without validating them.
3.5.2. The Investor Relations Director may view the content of analysts' reports before release, so as to avoid the disclosure of incorrect or inaccurate data or information already in the public domain.
4. PROCEDURE FOR PREPARATION AND DISCLOSURE OF A MATERIAL ACT OR FACT
A) Preparation Procedure
4.1. Participating bodies -The document of disclosure of a material act or fact shall be prepared by the Disclosure and Negociation Committee, which may request the participation of the company divisions involved in the transaction or deal which has given rise to the material act or fact.
4.2. Format of disclosure document - The document for disclosure of a material act or fact shall be clear and precise and utilize a language accessible to the investor public.
B) Disclosure procedure
4.3. Recipients of disclosed information and responsible bodies – The Legal Directorship shall disclose, under the supervision of the Investment Relations Director, a material act or facts, as a matter of priority and simultaneously:
a) to the CVM, through its site, to BM&FBOVESPA and, as the case may be, to the other stock exchanges and the organized over-the-counter market;
b) to the market in general, as explained in sub-item 4.9.
4.3.1. Subsequently to such disclosure, the Investor Relations Director may disclose the material act or fact to the market via e-mail and make the information available on the website www.duratex.com.br.
4.4. Disclosure previous or simultaneous - The act or fact disclosed by any means of communication, including press releases, or in meetings with class entities, investors, analysts or selected, in the country or outside public, shall be previously or simultaneously disclosed to the CVM, BM & FBOVESPA and the market (s) on which the securities issued by the Company are admitted to trading (sub-item 3.1.1).
4.5. Disclosure timing - The disclosure of a material act or fact shall take place, whenever possible, before the opening or after the closing of trading in the stock exchanges or organized over-the-counter market where the securities issued by the company are eligible for trading.
4.5.1. .If the securities issued by the company may be simultaneously traded in the markets of different countries, where the trade opening and closing hours are not compatible, the trading hours of the Brazilian market shall prevail for purposes of sub-item 4.5.
4.6. Suspension of trading - In case it is imperative that the disclosure of a material act or fact takes place in trading hours, the Investor Relations Director may simultaneously request the national and foreign stock exchanges and organized over-the-counter market to suspend the trading of securities issued by the company, or related thereto, for as long as it takes to properly disclose the material information.
4.7. Situations of non-disclosure of a material fact or act - The material acts or facts may exceptionally not be disclosed if the controlling shareholders or management conclude that the disclosure thereof shall put a legitimate interest of the company at risk.
4.7.1. Immediate disclosure - The Investor Relations Director shall immediately disclose the material act or fact referred to in sub-item 4.7. if the material information leaks to the market, if there is an atypical fluctuation in the price or quantity of traded securities issued by the company or related thereto, or if the CVM orders disclosure.
22.214.171.124 When applicable, the Investor Relations Director shall provide any necessary explanations to the stock exchanges.
4.8. Rumors -The company shall not comment on any existing rumors in the market about the company, unless they materially influence the prices of its securities.
4.9. Vehicle and form of disclosure -The disclosure of material fact or act occurs: (i) by means of publication in newspapers of general circulation used by the Company; and (ii) in electronic form on the Company in the World Wide Web (Internet), www.duratex.com.br/ir.
4.9.1. Additionally, the company may disclose the material act or fact through the following media:
a) news portal page with the World Wide Web, that in free access section, provide the information in their integrality;
d) public meeting with class entities, investors, analysts, or with the interested public, in Brazil or abroad;
e) announcements to the press (press releases);
f) radio-diffusion media utilized by the market.
4.9.2. The disclosure through newspaper publication (sub-item 4.9.) may be affected in a reduced form, (provided that it informs the addresses on the worldwide web – Internet where the complete information shall be available to the interested public), with content at least equivalent to that provided to the entities referred to in letter "a" of sub-item 4.3.
4.9.3. The material act or fact shall be internally disclosed for general knowledge.
4.10. Changes in communication channels - Any change in the communication channels used by the Company shall be preceded by:
a) update this POLICY, by resolution of the Board of Directors;
b) update the registration form of the Company; and;
c) disclosure of the change to be implemented in the form hitherto used by the Company for disclosure of material facts;
4.11. Person authorized to comment on a material act or fact - Only the Investor Relations Director, or the persons appointed thereby, or, in the absence of the latter, the persons appointed by the company's President, is authorized to comment, explain or provide more detail on, the content of a material act or fact:
5. DISCLOSURE OF INFORMATION RELATED TO QUARTERLY, HALF YEAR AND ANNUAL RESULTS
5.1 .Information related to results - The Director of Investor Relations should establish and disclose to the market, in advance according to market standards, the dates on that the Company's quarterly, semiannual or annual audit results will be published.
5.2. Anticipated information or preliminary results – Notwithstanding the dates of results publication determined under subsection 5.1., The Disclosure Committee may, subject to the criteria of opportunity and convenience, to approve the disclosure (i) the anticipated results or (ii) preliminary information (not audited) related to the Company's quarterly, semiannual or annual results, prepared in accordance with accounting standards adopted by the market.
6. MECHANISMS FOR CONTROLLING THE CONFIDENTIALITY OF INFORMATION RELATING TO A MATERIAL ACT OR FACT
6.1. Purpose - The mechanisms for controlling the confidentiality of information relating to a material act or fact (Material Information) are designed to ensure the maintenance of confidentiality of such information until its disclosure to the appropriate authorities and the market
6.2. Confidentiality duty -The related persons (sub-item 3.2.) shall maintain any Material Information confidential until its disclosure thereof, as well as constantly maintaining the highest standards of confidentiality.
6.2.1. The related person who leaves the company, or who ceases to participate in the transaction or project to which the Material Information refers, shall be bound to his or her duty of confidentiality until such information is disclosed to the appropriate authorities (sub-item 4.3., "a"), and to the market.
6.3. Control mechanisms - The persons related to the company (sub-item 3.2.) shall comply with the POLICY upon the signature of the appropriate declaration (Annex 1), when they are hired, appointed, promoted or transferred, at which time they will state their knowledge of the terms of the POLICY and their commitment to comply therewith.
6.3.1. The Disclosure Committee shall indicate the positions subject to the compliance for each of the company's divisions.
6.3.2. The Directorship responsible for a transaction or agreement, which may give rise to a material fact or act, shall indicate additional employees and third parties who must comply with the POLICY.
6.3.3. The compliances must take place after the internal disclosure of this POLICY.
6.3.4. The Legal Directorship shall ensure the compliance of persons occupying statutory positions, of the controlling shareholders and all others involved in material acts or facts.
6.4. Mechanisms for achieving control objectives – The Legal Directorship shall maintain a centralized record of all persons who have signed the Policy and will be responsible or make it available to the competent bodies, when necessary.
6.5. The persons related to the company (sub-item 3.2.) shall act in a diligent manner in order to preserve the confidentiality of any Material Information, complying with the regulations enacted by the company on the subject.
7.1. Sanctions -The violation of this POLICY shall subject the violator to disciplinary sanctions, as provided in the internal rules of the company and pursuant to this item, without restricting the imposition of any administrative, civil and criminal penalties.
7.1.1. Shall rest with the the Disclosure and Trading Committee, assisted by Internal Audit, guided by Legal Directorate, to investigate cases of violations of the POLICY observing the following:
a) the related persons referred to in letter "a" of sub-item 3.2. shall be subject to the sanctions approved by the board of directors, subsequent to prior recommendations from the Disclosure Committee;
b) the related persons referred to in letter "b" of sub-item 3.2. shall be subject to sanctions provided for in the company's internal rules;
c) the violation caused by any of the related persons referred to in letter "c" of sub-item3.2. shall be deemed a contractual default, and the company shall be accordingly entitled to terminate the respective contract and demand the payment of any penalty set forth therein, notwithstanding any losses and damages.
7.1.2. The Disclosure Committee shall inform all infringements to the board of directors.
7.2. Notification an infringement - Any person who complies with the POLICY and has knowledge of its violation must immediately notify the fact to the Disclosure Committee.
8. POLICY VALIDITY
This Policy is valid until the first Meeting of the Board of Directors to be held after the General Shareholders Meeting of 2017.
CONTROLLING SHAREHOLDER AND MANAGEMENT COMPLIANCE DECLARATION
................................................[name, nationality, marital status, profession, tax enrollment number-CPF, ID ,business, address and telephone] ........................................................., signed here under, in his/her capacity as .................................................. of DURATEX S.A., hereby complies with the POLICY ON DISCLOSURE OF MATERIAL ACTS AND FACTS OF DURATEX S.A., of which he/she is receiving a copy concomitantly with the signature hereof; states that he/she knows the terms thereof and undertakes to fully comply therewith. He/she also states that he/she is aware that the Board of Directors of the Company shall decide upon potential sanctions arising out of infringements of such Policy on Disclosure after being appreciated by the Disclosure Committee.
São Paulo, .......................................
EMPLOYEE COMPLIANCE DECLARATION
.....................................[name, nationality, marital status, profession, tax enrollment number - CPF, ID, business address and telephone] ............................................., signed hereunder, in his/her capacity as .............................. of DURATEX S.A., hereby complies with the POLICY ON DISCLOSURE OF MATERIAL ACTS AND FACTS OF DURATEX S.A., of which he/she is receiving a copy concomitantly with the signature hereof; states that he/she knows the terms thereof and undertakes to fully comply therewith. He/she also states that he/she knows the internal rules of DURATEX S.A.
São Paulo, .......... .............................
THIRD PARTY COMPLIANCE DECLARATION
.....................................[name, nationality, marital status, profession, tax enrollment number CPF, ID, business address and telephone]..............................,signed hereunder, in his/her capacity as .............................. of DURATEX S.A., hereby complies with the POLICY ON DISCLOSURE OF MATERIAL ACTS AND FACTS OF DURATEX S.A., of which he/she is receiving a copy concomitantly with the signature hereof; states that he/she knows the terms thereof and undertakes to fully comply therewith. He/she also states that he/she is aware that any infringement of such Policy on Disclosure shall be deemed a contractual default, and that the company shall be accordingly entitled, without any onus on its part, to terminate the agreement that originated the compliance and demand the payment of the penalty set forth therein, notwithstanding any losses and damages
São Paulo, ......... ................... ..........
Establish principles and guidelines of the system of Internal Controls.
Applies to the entire Company and its subsidiaries.
Property and rights of any nature including image, brand and values of the Company.
It is the possibility of occurrence of an event that will negatively affect the achievement of the Company's objectives.
3.3. System of Internal Controls
A series of policies, norms, procedures and activities for the purpose of control, established in the Company with the objective of identifying and reducing risks.
4. DESCRIPTION OF PROCEDURES AND RESPONSABILITIES
4.1. Principles and Basic Guidelines
4.1.1 Establish policies, norms and procedures to ensure that the risks inherent to the activities of the Company are identified and managed adequately in the following aspects:
• compliance with laws and regulations;
• efficiency and effectiveness of operations;
• Consistency, timeliness and adequate protection of information;
• Protection of assets.
4.1.2 Ensure the reliability and timeliness of accounting and financial reporting, disseminating them in appropriate communication channels;
4.1.3 Ensure appropriate segregation of duties, subject to hierarchical structure of the Company, in order to eliminate conflicting assignments of responsibility, as well as reduce and monitor, with due independence required, potential conflicts of interests that exist in Areas;
4.1.4 Maintain system and internal control structure in line with best practices, which should be reviewed and updated periodically to ensure that any deficiencies are corrected promptly and fully, in order to ensure its effectiveness;
4.1.5 Retain high standards of integrity and ethical values, through the dissemination of a culture that makes Company's principles explicit to all employees and related parties.
4.1.6 The following are part of the structure and internal controls of the Company:
• Policies, norms and procedures;
• Internal Controls Management;
• Internal Audit Management;
• Risk Committee;
• All executive levels of the Company;
• Audit and Risk Management Committee.
The Policy and the internal controls system are defined by the Board of Officers, submitted for the evaluation of the Audit and Risk Management Committee and approved by the Board of Directors.
The departments are responsible for promoting the implementation of efficient business practices and adequate and effective internal controls. For this purpose, they must allocate the necessary resources to the process and define the appropriate structure to the activities for managing the internal controls system.
The process managers are responsible for evaluating, establishing and maintaining efficient business practices and adequate and effective internal controls.
5. DURATION OF THE POLICY
This Policy shall be reviewed every three years.
POLICY OF TRANSACTIONS WITH RELATED PARTIES
1. Purpose: This Policy of Transactions with Related Parties ("Policy") is to establish rules that aim to ensure that transactions involving related parties are developed through a transparent process that aligns the interests of Duratex SA ("Organization") with the best corporate governance practices.
2. The Executive Directors of the Organization will act to ensure that transactions with related parties:
2.1. Are formalized by specifying the respective power its main features, prices, quantities, discounts, terms, guarantees, taxes, duties and responsibilities;
2.2. Are carried out under market conditions taking into consideration, first, the interests of Duratex, commutative strictly observing conditions, negotiated independently through the process transparent, ethical and in accordance with applicable law;
2.3. Are clearly reflected and disclosed in the Notes to the Financial Statements and Form of Reference, as determined by CVM Resolution 642 of October 7, 2010.
3. Quarterly the Directorship of Finance, Investor Relations and Corporate Services is responsible for preparing the report which should be enrolled in existing transactions undertaken with related parties, which will be referred to the Committee for Evaluation of Transaction with Related Parties ("Committee"). This report should include:
3.1. Total value of transactions, amounts, prices, terms, discounts, special negotiations and other information deemed necessary to the total transparency of the process.
3.2. Evidence that the conditions of the operations being carried out with related parties are the same as being charged to other customers with similar characteristics.
4. Annually, the Executive Board of Finance, IR and Corporate Services will forward to administrators (officers and directors) of the Company, its subsidiaries and its controlling shareholders, the "Form for Identification of Related Parties", to fill, identification of related persons and signature, so the report in item 3 above, can be prepared and forwarded to the Committee for Evaluation of Transactions with Related Parties. Any amendment to of the information provided should be immediately communicated by management and controlling shareholders to that board.
5 . Shall be responsible to the Chief Executive Officer to require prior approval of the Board of Directors for any transaction with related parties that is relevant to the organization.
5.1. For purposes of this Policy, it is understood as any relevant transaction value exceeding 1% of Equity Organization, constant at the last balance approved by the General Assembly, individually or cumulatively, on the same relates the past 12 months part;
Are exempt from prior approval, operations to previously established criteria or comply with market conditions, provided that within the related operating limits (credit limit, debt ceiling, etc..).
5.2. Shall be incumbent upon Committee to analyze previously, the transactions that will be submitted to the Board of Directors, as set out in "Rules of the Committee for Evaluation of Related Party Transactions".
6. This Charter will be reviewed every 3 years, at the end of their self-assessment, and may be revised whenever a majority of its members understand relevant. A consequential amendment should be submitted to and approved by the Board of Directors.
POLICY OF TREASURY TRADING
This POLICY aims to give greater transparency to the actions of Duratex in the negotiation of shares issued as a way to help raise their standard of corporate governance by defining the scope of activity of the Company's treasury, trading in these securities, and establish responsibilities.
2. Performance of Duratex Treasury2.1. Lot Trading: The Treasury of Duratex negotiates only on standard lots
2.2. Exception: In the advent of any partially executed orders are placed, the Treasury is likely to place orders in different lots of the standard, in order to acquaint their balances in multiples of round lot of shares admitted to trading.
2.3. Intermediation in the Securities Trading: Trading of shares by the Company's treasury should be only through the Itaú Corretora. In the event the mediation cannot be performed by this broker, the administrator of the Norm may exceptionally appoint another brokerage house.
2.4. Time of operation of the treasury: The trading of shares in the market cannot be performed in the first 30 (thirty) minutes or within ten (10) last minutes of continuous trading session of trading in which stocks are traded.
2.4.1. Exception: Trading may go beyond the 10 (ten) minutes of trading in exceptional cases where the orders pending execution in continuous session of trading, are included in the auction under Chapter IV of the Manual of Operating Procedures of the BM&FBovespa.
3. Trading Restrictions
3.1. Trading Policy: The role of Duratex Treasury in the trading of securities issued by it, subject to the Trading Policy.
3.2. Material Acts or facts: The treasury of the Company shall abstain from trading stocks in the market when the material act or fact pending distribution in accordance with CVM Instruction 358/02, until it becomes public through disclosure.
3.3. Dissemination of results: Forbidden negotiation within 15 (fifteen) days prior to the disclosure and until (and including) the holding of the session immediately following the disclosure (i) of the quarterly information (ITR) and annual (DFP), or (ii) that the notice available to the shareholders. In the event that preliminary financial information is disclosed or anticipated by the Company, the seal to trading provided herein shall terminate upon completion of the trading day immediately following the disclosure in accordance with paragraph 3.4.1 of the Trading Policy.
3.4. Periods of restriction or "black out": The performance of the Treasury is subject to the restrictions of activity in the stock market is in force when the period of "black out" in accordance with item 3.2 of the Trading Policy.
3.5. Options Market
3.5.1. Term: The maturity of the option market, both for buying and for the sale of shares may not exceed 365 (three hundred sixty-five) calendar days of hire date of the operation.
3.5.2. Ballast: The operations to be performed in the options markets must necessarily be backed by treasury shares, subject to the power mentioned in paragraph 4 of Article 2 of CVM Instruction No. 390/03.
3.5.3. Counter-Parties: A treasury may not be counter-part in operations in the options market for the Company's management or its subsidiaries, affiliates, drivers or any party to the Trading Policy.126.96.36.199. Exception: The Treasury may sell shares to beneficiaries of the Grant of Stock Options Duratex.
3.6. Several decisions of collegiate: The Treasury should refrain from trading stocks in the market during the period between the decision taken by the competent corporate body to increase the share capital, dividends, subsidizing in stocks or derivatives or approve deployment, until the publication of the respective notices or announcements in accordance with item 3.4.2 of the Trading Policy.
3.7. Conflict of interest: The treasury may not be counter-part in the trading of shares in which buyers or sellers are directors of the Company or its subsidiaries, affiliates, drivers or any party to the Trading Policy:
3.7.1. Exception: exception to 3.6 is the negotiation of private actions in the exercise of stock options, granted under the Stock Option Plan of Action of Duratex, being the vendor of the treasury shares and the beneficiaries of grants, buyers;
3.8. Exercise of options: The Company will not trade the shares in the securities market on the exercise date of options to purchase / sale of shares they hold any of the company's management or directors of subsidiaries, affiliates or subsidiaries under the Plans Granting Stock Options in General Assembly approved the benefit of those administrators:
3.9. Limitation on purchase of shares in the market: The role of the treasury stock trading market will meet the cap of 25% (twenty five percent) of the average daily volume of shares traded on stock exchanges in twenty (20) trading days before. This limit is individual and segmented markets for spot and options. That is, if made an offer to buy on the spot market, the limit applies to twenty (20) trading days preceding that segment of negotiation, regardless of the exchange that the stock is traded, as well as the options market:
3.9.1. Exception: The Treasury will reach 100% (hundred percent) of the average daily volumes set out in item 3.9 in the event facts or political or economic crises and or events that cause high volatility in the stock price and or reduce their level liquidity in the market that is traded, subject to legal limitations of 10% of the shares representing the capital stock, net of shares held by the controlling block;
3.10. Price Trading: The trading price of the shares by the Company shall not exceed the highest price the market is actually being charged on the day of trading, as recorded in the system of trading on that same stock is traded.
4. Disclosure of Trading
Negotiations of Duratex shares by the Company's treasury will be subject to specific note accompanying the periodic financial statements (ITR and DFP), as applicable legislation.
To establish the concept and guidance for the activities of the Duratex’s Ombudsman’s Service.
2. THE OMBUDSMAN’S SERVICE
2.1. About the Ombudsman’s Service
The Ombudsman’s Service represents an additional channel for dialog between the company and its stakeholders and for receiving and handling consultations, criticism and complaints. It is also the channel for receiving complaints on acts of corruption with respect to government entities within the scope of the Anticorruption Law 12.846/2013.
It contributes to the development of policies, processes and behavior, ensuring the company’s values are practiced and there is compliance with the Code of Conduct. It acts in an unbiased and independent manner, guaranteeing secrecy, impartiality and confidentiality.
The Ombudsman’s Service is an institutional activity of a mediating and strategic character, reporting to the Chairman of the Board of Directors and operationally, to the company’s Chief Executive Officer.
The Duratex Ombudsman’s Service should be accessed preferably after contact through the regular channels which the company makes available, this with the exception of reports of eventual violations of the Code of Conduct which must be sent directly to the Ombudsman’s Service.
The Ombudsman’s Service is not a substitute for the other existing channels in the company, the Human Resources area or the role of the managers, which are the principal interlocutors in the process of communication and frank dialog with the employees.
To intermediate solutions on issues that infringe the Code of Conduct and for which no solution has been found through the company’s regular channels. The Ombudsman’s Service identifies and fosters improvements in processes and behavior as well as anticipating crises and conflicts.
2.3. Operational assumptions
The operational assumptions of the Ombudsman’s Service reflect the guidelines in Duratex’s Way of Being and Doing.
2.3.2. Code of Conduct
Duratex’s activities are based on the principles which sustain an organizational culture of ethics, legality, respect for the human being, stimulation of personal and professional development and social, environmental and cultural responsibility. These commitments are set forth in the company’s Code of Conduct, to be found in the website www.duratex.com.br, Code of Conduct link.
2.4. Attended stakeholders
Employees, ex-employees and suppliers.
Eventual complaints of violations of the Code of Conduct are received by the Ombudsman’s Service and handled as described in item 2.5., irrespective of the stakeholder responsible for posting the complaint.
2.5. Matters handled
Complaints of a technical nature on norms and policies, processes, procedures and infrastructure and complaints relating to behavior which are handled by the company’s usual channels but with which the complainant is dissatisfied with the reply or did not receive a response within the agreed time.
For technical issues, the Ombudsman’s Service works together with the responsible manager (at least at managerial level) in the speedy resolution of the complaint and/or in the identification of opportunities for implementing action plans, where applicable.
Behavioral cases involving eventual improper conduct are handled together with the manager of the employee mentioned in the report received by the Ombudsman’s Service (at least managerial level), jointly with the HR Businesses for the area involved in confirming the conduct reported and in the identification of opportunities for adjustments.
Allegations of moral and sexual harassment and discrimination are notified to the Officer responsible for the area mentioned in the report received by the Ombudsman’s Service with copy to the Vice President, Chief Executive Officer of the company and the Chairman of the Board of Directors and investigated by the Ombudsman’s Service. The treatment of the complaints requires thorough investigation and analysis. In the light of the nature of the issue, the Ombudsman’s Service may have recourse to the Internal Audit.
Complaints relating to fraud and corruption are delivered to the Internal Audit for investigation with a copy to the Chief Executive Officer and the Chairman of the Board of Director.
Complaints of corruption relating to government entities within the scope of the Anticorruption Law 12.846/2013 shall be forwarded to the Legal Compliance area with copy for the Chief Executive Officer and the Chairman of the Board of Directors and the Audit and Risk Management committees. The support of the Internal Audit may be called upon when investigation is required.
The results of the investigations conducted by the Ombudsman’s Service and the Internal Audit and involving ethical violations, are reported to the Ethics Commission which will decide as to the measures to be adopted, ensuring uniformity of criteria applied for resolving similar cases.
Eventual cases involving Members of Management are notified to the Chief Executive Officer of the company, to the Chairman of the Board of Directors and the President of the Personnel, Governance and Appointments Committee. The facts of the case are verified, the names of the complainant and those who may have collaborated in the investigation, remaining anonymous. If the case is proven, then the President of the Audit Committee and the Risk Management Committee are also notified.
Queries surrounding the interpretation of the Code of Conduct and themes for which there is no preestablished procedure must also be submitted to the Ombudsman’s Service.
Within two business days, the Ombudsman’s Service shall confirm receipt of the complaint/allegation with the complainant.
The managerial area involved shall have up to seven business days to send a reply to the Ombudsman’s Service. In case of reports of a critical nature, the response time to the Ombudsman’s Service shall be no more than two business days.
The response time for the complainant may be up to 30 business days considering the nature of the complaint except for ethical violations (whistleblowing) which since they necessitate more in-depth investigation, require a longer period to obtain the information and analyses.
2.7. Evaluation on the Duratex Ombudsman’s Service process
At the end of each contact with the Ombudsman’s Service, a survey is conducted with the complainant for informing the degree of satisfaction with the response time, the quality of the response and with the process of the Ombudsman’s Service.
2.8. Monitoring of action plans
In conjunction with the managers of the processes, the Ombudsman’s Service monitors the established action plans until implementation.
2.9. Contact channels
Duratex’s Ombudsman’s Service may be accessed through the contact channels listed below:
• Site: www.duratex.com.br, link Ombudsman, or directly www.ombudsman.duratex.com.br
• Telephone: 0800 55 75 77, on business days from 8:00 to 20:00 and via mail box on days and times when there is no telephone service.
• E-mail: firstname.lastname@example.org
• Letter: Av. Paulista, 1.938 – 6º andar – A/C Ombudsman Duratex – São Paulo-SP, CEP 01310-942.
Face-to-face meetings can be arranged subject to prior notice.
In all contact channels, the complainant may identify himself or make an anonymous report and receive a tracking number for monitoring the complaint through to conclusion. Secrecy and confidentiality are guaranteed.
The complainant who identifies him/herself to the Ombudsman’s Service will only have their identity revealed to the manager of the process against prior authorization.
When complaints are received without the detail necessary to proceed, the Ombudsman’s Service will request complementary information from the complainant. If the complaint is anonymous and without information as to means of contact, the complaint may be aborted on the grounds of insufficient information.
The sanctions for proven cases must adhere to the established internal norm – NRH-2 Application of Disciplinary Measures.
Duratex will not tolerate retaliation against the complainant of good faith that contacts the Ombudsman’s Service or that collaborates with investigations. Retaliatory attitudes or complaints made in bad faith are subject to the disciplinary measures pursuant to the internal norm.
3.1. Duratex Ombudsman’s Service
The Ombudsman’s Service shall periodically report to the Ethics Commission of the Board of Officers on the work executed and, on a timely basis, whenever deemed necessary.
Every six months, the Ombudsman’s Service shall:
(i) report its activities to the Board of Officers’ Executive Committee;
(ii) report the key indicators to the Personnel, Governance and Appointments Committee; and,
(iii) be accountable for its actions to the Audit Committee and the Risk Management Committee, and whenever requested, to the Board of Directors.
The Ombudsman’s Service shall also provide a structure of indicators allowing managers to track the statistics of complaints relating to their areas and ensure steps are taken to improve performance.
Termination interviews from the managerial level shall be conducted by the Ombudsman’s Service and results sent to the Officer and Vice President of the ex-employee’s Business Division, Human Resources Officer, Chief Executive Officer and Chairman of the Board of Directors.
3.2. Managerial areas
The managers of the processes or of employees mentioned in reports received by the Ombudsman Service should formulate responses to complaints with the support of the Duratex Ombudsman’s Service within the established timeframe, in addition to implementing and monitoring the established action plans, when applicable.
3.3. Ethics Commission
The Ethics Commission shall periodically analyze the Ombudsman Service’s indicators and the principal cases, except those which may relate to the Members of Management, and will decide on the measures to be adopted, ensuring the uniformity of the criteria used for the resolution of similar cases.
3.4. Personnel, Governance and Appointments Committee
The Personnel, Governance and Appointments Committee shall analyze the cases relating to the Members of Management and results thereof, the indicators of the Ombudsman’s Service and orientation for procedural changes, ensuring that ethics in the organization is paramount.
4. ACCESS TO INFORMATION
In order to exercise its duties, the Ombudsman’s Service may request the company for information, data from systems and/or documentation it deems necessary for concluding its work. Content accessed by the Ombudsman’s Service will be treated confidentially.
5. DURATION OF THE POLICY
This Policy shall be reviewed every three years or at any time. Any change as a result must be submitted for the appreciation and approval of the Board of Directors.
To seek performance leadership, in a solid and healthy way, in both the reconstituted wood products and civil construction finishing materials markets, by stressing competitive advantages and pursuing world standards in operational and technological levels, increasing managerial qualification, committed to the continued improvement in the quality of market service.
It aims to establish guidelines to be observed in the process of the Company´s Risk Management,in order to
facilitate the identification, valuation, prioritization and management of the business risk.
Existence of Risk Management Process
- • To ensure the existence of a structured process of risk management as a contribution to sustainability of its operations and value creation for its stockholders;
- • To support in the identification, monitoring and risk communication to the various parties involved;
- • To integrate technology, processes and people, as well as to observe the best practices of existing Corporate Governance, to ensure the quality and transparency of information;
- • To have a formal methodology, recognized by the Company and the market, also to meet the demands of external stakeholders and regulators;
- • To consider all business processes and support company;
- • Identify and keep updated the list of major business risks, internal and external, to which it is exposed, written in a common language that permeates the entire Company;
- • To continuously evaluate each risk and vulnerability aspects of occurrence and financial impact on the businesses, to allow the priority for treatment;
- • Business Risk Treatment and Monitoring;
- • Set the treatment type to be adopted to each risk (examples: avoid, mitigate, share or accept) from the degree of risk appetite of the Company;
- • Accompany constantly each business risk, through independent valuations, risk indicators and implementation of plans of action;
- • Management Risk Communication;
- • Communicate, clearly and directly to all interested parties, the results of all management risk process stages, contributing for agreement of the current situation and effectiveness of action plans;
Board of Directors
- • Approve formally the Company´s Risk Management Policy, as well further future revisions;
- • Approve the appetite degree of Company´s risk, as well the treatment type to be adopted;
- • Audit and Risk Management Committee;
- • Approve the methodology to be used to conduct the Risk Management process;
- • Accompany systematically risk management aim to ensure its efficacy and to accomplish its purposes;
- • Report to the Board of Directors the valuations results of business risk, as well as the accomplishment stage of actions for its treatment;
- • Define the methodology to be used for conduct the process of Risk Management;
- • Evaluate the inherent risk to Company´s operation considering its relevance and probability of occurrence;
- • Validate the professional risk managers;
- • Propose mitigation actions to be adopted to identify risk from its degree defined by the Company;
- • Accompany the pan actions accomplishment;
- • Consolidate the valuation of Company´s risk through elaboration of periodical report, and report them to Executive Director;
- • To aware the Managers about the management risk importance and the responsibility inherent to each collaborator;
- • Contribute to the definition of scope and internal audit´s comprehend on works related to risks;
- • Communicate immediately risks no mapped, either new or no identified previously;
- • To monitor the risks under the responsibility;
- • Support the managements of process in the action plans definition necessaries to treatment of risks;
- • Assure the implementation of action plans defined to risks treatment under the responsibility;
- • Contribute to the activities of identifying and evaluating of risks inherent to the business process under the responsibility;
- • Manage the risks inherent to the processes of business under the responsibility, in order to keep them in a acceptable exposure level;
- • Implement the action plans defined for treatment inherent risks;
- • Communicating about new risks inherent in its processes and are not part of the risk relations business Company;
1. GENERAL PRINCIPLES
1.1. Scope - The POLICY establishes guidelines and procedures to be followed by the Company and persons related thereto, for the trading of securities issued by the Company, or related thereto, and for the dissemination of the information provided in items 5 and 6 below, in terms of CVM Instruction 358, dated January 3, 2002, ensuring transparency of the negotiation to all interested parties, without privileging some over others.
1.2. Administration of the POLICY - The Director of Investor Relations of the General Administration of the POLICY.
1.3.Disclosure and Trading Committee - It is for the Disclosure and Trading Policy Committee, regarding the POLICY:
a) advise to the Director of Investor Relations;
b) continuously assess its relevance and propose relevant changes;
c) decide on any questions of interpretation of its text;
d) determine the actions necessary for its publication and dissemination;
e) regulate the accessions;
f) evaluate and decide on cases of violation;
g) reviewing official inquiries from regulators and self-regulatory and prepare their responses;
h) propose solutions for unforeseen and exceptional cases.
1.3.1. In addition to the Investor Relations Director, the Disclosure and Trading Committee shall consist of five (5) persons appointed annually by the Board of Directors from among the members of the Board itself and the Board of Duratex SA and will meet whenever called by the Director of Investor Relations.
1.4. Approval or Change of the Policy - The POLICY can not be approved or changed pending the act or fact is not disclosed.
2. PERSONS UNDER THE POLICY
2.1. List of persons subject to the POLICY - are persons subject to this policy:
a) the controlling shareholders, direct or indirect, directors, members of the Board of Directors, the Supervisory Board and any bodies with technical or advisory, created by statutory provision;
b) members of statutory bodies of companies in which the Company is the only controller;
c) managers who leave the Company's management or business administration in which the Company is the only controller, for a period of six months from the date of removal;
d) whoever, by virtue of position, function or position in the Company, its parent, subsidiaries or affiliates, has knowledge of relevant information;
e) those who have commercial, professional or trust with the Company, such as independent auditors, securities analysts, consultants and institutions comprising the distribution system;
f) the spouse or partner and any dependent included in the annual income tax of restricted persons referred to in letters "a", "b" and "c" of this subsection.
2.1.1. The following are the restricted persons:
a) companies or other institutions or entities that people prohibited from trading in order to participate in decisions that may influence trading in securities of the Company;
b) any entity directly or indirectly controlled by restricted persons;
c) anyone who has had access to information concerning the act or fact through any of the persons prohibited from trading.
3. RESTRICTIONS ON TRADING
3.1. Restrictions on trading before and after the material act or fact - The Company and the restricted persons (subsection 2.1) may not trade in securities issued by the Company or related thereto, from the date of science and to (inclusive) the completion of the session immediately following the disclosure of the act or fact to the market.
3.1.1. The Director of Investor Relations will keep the prohibition in subsection 3.1, as well as holding of the session immediately following the dissemination of relevant information, whenever, in its discretion, trading with the securities would adversely affect the Company's shareholders or itself.
3.2. Exceptional Trading Periods Sealed (black-out period) - The Investor Relations Director may, regardless of justification or the existence of facts not yet disclosed, lay down periods in which restricted persons may not trade in securities issued the Company, or related thereto. Persons prevented shall maintain the confidentiality of such periods.
3.2.1. The Investor Relations Director may include black-out period in the negotiations provided for in their own policies mentioned in subsection 4.1.
3.3. Other Assumptions of Prohibition of Trading - It will also be prohibited, except within the framework of the program to grant stock options to purchase shares:
3.3.1. Controlling shareholders, direct or indirect, directors, members of the Board and other statutory boards:
a) the purchase of securities issued by the Company, or related thereto, the same day that the Company, its subsidiaries, affiliates or other 4 companies under common control, sell treasury shares, or has been granted an option or mandate for the same purpose;
b) the sale of the same values on the same day that the Company, its subsidiaries, affiliates or other companies under common control, purchasing treasury shares, or has been granted an option or mandate for the same purpose.
188.8.131.52. The control for such operations do not occur on the same day should be done by Itaú Corretora de Valores S.A.
3.3.2. Restricted persons:
a) the acquisition of securities issued by the Company earlier than 180 (one hundred eighty) days from the last sale held on the Stock Exchange or OTC market, or
b) the sale of securities issued by the Company earlier than 180 (one hundred eighty) days from the last purchase made on the Stock Exchange or OTC market.
184.108.40.206. The Investor Relations Director may, after consultation with the Disclosure and Trading Committee, and in individual cases, reduce this period, subject, in any case, the provisions of subparagraphs 3.4.1 and 3.4.2.
3.3.3. Restricted persons, negotiation, whenever there is an intention to promote incorporation, total or partial split, merger or reorganization of the Company.
3.4. Restrictions on trading before and after the disclosure of financial statements of the Company - The prohibition applies to trading as well:
3.4.1. Within 15 (fifteen) days prior to the disclosure and to (and including) the holding of the session immediately following the disclosure: (i) of the quarterly information (ITR) and annual (DFP), or (ii) the announcement that the offer for available to shareholders as Annex A. In the event that preliminary financial information is disclosed or anticipated by the Company, the seal to trading provided herein shall terminate upon completion of the trading day immediately following the disclosure;
3.4.2. In the period between the decision by the competent corporate body, to increase the share capital, dividends, stock dividends or their derivatives or approve a split, and the publication of the notices or announcements.
3.5. Sealing the Treasury Acquisition - The Company may not acquire treasury shares In cases provided for in items 3.1 and 3.4.
3.5.1. The Board of Directors of the Company will be unable to deliberate the purchase, or sale of shares of the Company, if it has been entered into any agreement or contract for the transfer of control of the Company, or if an option or mandate for the same purpose, and whether there is an intention to promote incorporation, total or partial split, merger or reorganization, and while the transaction is not made public by publication of material fact.
3.6. Prohibition of the rental stock - The Company and the restricted persons may not act in the market for securities lending (called "rental stock") issued by Duratex S.A., whether as donors or as makers of the loan.
3.7. Hypotheses authorized trades - The seal contained in this POLICY does not apply, subject to the prohibition in subsection 3.4.1:
3.7.1. The acquisition of shares held in treasury, through private negotiation, under the plan to grant options to purchase shares approved at a general meeting;
220.127.116.11. As to the sale to the authorized limit of the securities acquired in accordance with the plan to grant stock options to purchase shares approved at a general meeting, since the date of exercise of such options.
3.7.2. The exercise of preemptive rights to subscribe, relating to shares previously acquired.
3.7.3. Private negotiations between the restricted persons (subsection 2.1), understood as such those held outside the stock exchange and OTC.
4. RIGHTS AND DUTIES OF RESTRICTED PERSONS TO TRADE
4.1. Proprietary trading policy - The restricted persons may indicate very detailed negotiation policy (Proprietary Policy) subject to the restrictions contained in subsection 3.4.1 and where appropriate, 3.2.1. These people strictly abide by this Proprietary Policy.
4.1.1. The policy itself will last at least 6 (six) months and will be filed with the Company 15 (fifteen) days before the first negotiation and forwarded immediately to the Director of Investor Relations.
18.104.22.168. In Proprietary Policy the applicant shall indicate, approximately, the amount of resources to be invested, or amount of securities issued by the Company or related thereto, to be negotiated during the period of its duration, and notify the General Counsel all trades made within five (5) days of their occurrence.
22.214.171.124. The General Counsel will maintain specific and individualized control of all own policies and will communicate to the Director of Investor Relations, based on information provided in subsection 126.96.36.199, the cases of non-compliance.
188.8.131.52. The Policy itself may not be filed or modified pending the act or fact that the person has knowledge, or even during the 15 (fifteen) days prior to the disclosure of the ITR and DFP forms.
184.108.40.206. The Director of Investor Relations may refuse to file in the Company of the propose policies that are contrary to the POLICY or the law.
4.1.2. The General Counsel shall notify the policy itself, when required, the BM&FBOVESPA, if applicable, CVM and the stock exchanges and other entities organized OTC market, in which the Company's securities are traded.
4.2. Duties of persons prohibited from trading - In addition to observing the seals to negotiation, restricted persons (subclause 2.1) shall:
4.2.1. Maintain confidentiality of information relating to the act or fact of the Company and not use them for the purpose of obtaining an advantage, to themselves or others in the securities market, ensuring that subordinates and third parties keep their trust and confidentiality of such information are not used them;
4.2.2. Use exclusively, Itaú Corretora de Valores S.A. for the trading of securities that deals with the POLICY. To do so, shall be transferred to any such broker open positions involving securities issued by the Company that such persons prohibited from holding other securities brokers within 60 (sixty) days after publication of the POLICY or the possession of the office.
220.127.116.11. Assuming that the intermediation is not be available in the brokerage house mentioned in subsection 4.2.2, restricted persons above may exceptionally operate through another broker, if he has obtained the prior approval in writing by the Director of Investor Relations.
5. DISCLOSURE OF INFORMATION ON TRADING BY MANAGEMENT AND RELATED PERSONS
5.1.Object -The directors, members of the Board, the Tax Council and any bodies with technical or consultative functions of the Company, created by statute, to notify the General Counsel who, in turn, must notify the CVM, the BM&FBOVESPA and, if applicable, the stock exchanges and other entities of the counter market where the securities issued by the Company are traded, the ownership and dealings in securities issued by the Company or its subsidiaries or open parent companies, or related thereto, including derivatives.
5.1.1. The communication will take the form of the "Statement of Shareholdings", annex B, and should be done on the first business day after the inauguration of the person in charge, or within five (5) days after each trade.
5.1.2. The restricted persons mentioned in subsection 5.1. shall indicate, in the declaration mentioned in subsection 5.1.1, securities that are owned by the spouse from whom they are not legally separated, companion (a) any dependent included in their annual income tax, as well as companies controlled directly or indirectly by such restricted persons, including those contained in the letter "a" of subsection 2.1.1, if applicable.
6. DISCLOSURE OF INFORMATION ON ACQUISITION AND SALE OF A RELEVANT PARTICIPATION AND ON TRADING
6.1.Object - Any natural or legal person or group of people acting jointly or representing the same interest, to achieve a direct or indirect, corresponding to 5% (five percent) or more of the type or class of shares of capital of the Company will send to the Company, which in turn, will send to the CVM, the BM&FBOVESPA and, if applicable, the stock exchanges and other entities of the OTC market in which the Company's securities are traded, a statement containing the information required in Annex C of the POLICY.
6.1.1. They are also obliged to disclose the same information the person or group of people representing the same interest, equity securities equals or exceeds the percentage referred to in subsection 6.1, each time such participation increases by 5% (five percent) of type or class of shares of capital stock of the Company.
6.1.2. The obligations written in items 6.1 and 6.1.1 are also extended to the acquisition of any rights over the shares, warrants, options to purchase shares, subscription rights to shares and convertible debentures.
6.1.3. The persons mentioned in subsection 6.1. shall also inform the disposal or cancellation of shares and other securities mentioned in item 6, or rights thereto, each time the holder to participate in the type or class of securities in question reaches the percentage of 5% (five percent) of the total of this type or class and each time that such participation is reduced by 5% (five percent) of total species or class.
6.1.4. In cases where the acquisition results or have been made in order to change the composition of the control or management structure of the Company, as well as the assumptions on which the acquisition to generate an obligation to make a public offer, in accordance with applicable regulations, the acquirer should, also, promote the publication at least the same communication channels usually adopted by the Company of a notice containing the information required in Annex C.
6.1.5. The communications referred to in item 6 should be made immediately after the events provided herein to General Counsel.
7. COMPLIANCE WITH THE POLICY
7.1.Form of Accession and Responsible Agency - The restricted persons (subsection 2.1) will join the POLICY by signing himself, see Annex D, at the time of hired, promoted or transferred, in which they declare they know all the terms of the POLICY and undertake to observe them.
7.1.1. The Disclosure and Trading Committee shall indicate, for each of the Executive Directors of the Company, the positions that are subject to adherence.
7.1.2. The Executive Directors Office responsible for the operation or business that can give rise to acts or relevant facts indicate additional employees and others who shall join the POLICY.
7.1.3. The Disclosure and Trading Committee will define the guidelines for membership of restricted persons referred to in the letter "e" of subsection 2.1. in the POLICY. Once set such guidelines, non-adherence of the people who would be subject to accession will depend on the consent of the Disclosure and Trading Committee, and when duly proved that the service in question has a policy of negotiation itself, with limitations for use of information relevant to the trading of securities that are compatible with those laid down in politics, or in the absence of such a POLICY itself, other mechanisms of corporate governance at the discretion of the Disclosure and Trading Committee, to ensure the non-use of relevant information of the Company to trading of its securities.
7.1.4. The membership should occur after the disclosure of internal POLICY.
7.1.5. The General Counsel will provide the membership of members of statutory elective office, the controlling shareholders and other persons appointed under this POLICY.
7.1.6. The General Counsel will maintain a central and updated of all the people who adhere to the POLICY and will be responsible for making this list available to the competent authorities, when requested by the latter.
8. POLICY VIOLATION
8.1. Penalties - Failure to comply with the POLICY will subject the violator to disciplinary sanctions, according to internal rules of the Company and provided for herein, without prejudice to administrative sanctions, civil and criminal sanctions.
8.1.1. It is up to the Disclosure and Trading Committee, assisted by the General Counsel of the Company, to investigate cases of violation of policy, observing the following:
a) restricted persons referred to in letters "a" and "b" of subsection 2.1 shall be subject to the sanctions decided by the Board of Directors of the Company, after finding and referral by the Disclosure and Trading Committee.
b) restricted persons referred to in the letter "d" of subclause 2.1 shall apply the sanctions provided in the Company's internal rules;
c) the violation by any of the restricted persons referred to in the letter "e" of subsection 2.1 characterized as breach of contract, entitling the Company, without cost, to terminate his contract and demand payment of the penalty set forth therein, without prejudice to the damages.
8.1.2. The Disclosure and Trading Committee shall inform the Board of Directors about any violations.
8.2. Notice of Violation - Any person who complies with POLICY and aware of their violation must, forthwith, report it to the Disclosure Committee and Negotiation.
9. VALIDITY OF POLICY
This POLICY is valid until the first meeting of the Board to be held after the General Assembly of 2017.
CALENDAR FOR THE YEAR 2018
Include periods of restriction for securities trading, or related thereto, arising from periodic events (Balance Sheets / Quarterly Information and Financial Statements (DFP)) Duratex
S.A. and its parent, publicly traded company, Itaúsa – Investimentos Itaú S.A.
|Issuing Companies||Event||RESTRICTED PERIODS FOR TRADING||DATE OF EARNINGS|
|DURATEX||Balance Sheet / DFP December 31, 2017||from 01.21.2018 to 02.06.2018||02.05.2018|
|1Q18 Earnings Release (ITR)||from 04.12.2018 to 05.02.2018||05.02.2018|
|2Q18 Earnings Release (ITR)||from 07.17.2018 to 03.08.2018||08.01.2018|
|3Q18 Earnings Release (ITR)||from 10.16.2017 to 11.01.2018||10.31.2018|
|ITAÚSA||Balance Sheet / DFP December 31, 2017||from 01.21.2018 to 02.19.2018||02.19.2018|
|1Q18 Earnings Release (ITR)||from 04.16.2018 to 05.15.2018||05.15.2018|
|2Q18 Earnings Release (ITR)||from 07.15.2018 to 08.14.2018||08.14.2018|
|3Q18 Earnings Release (ITR)||from 10.14.2018 to 11.13.2018||11.13.2018|
Trading Management and Related Persons - Article 11 - CVM Instruction No. 358/2002
In .....( month / year)
( ) Only the following transactions in securities and derivatives, in accordance with Article 11 of CVM Instruction 358/2002.(1)
( ) there were no transactions with securities and derivatives, in accordance with article 11 of CVM Instruction 358/2002, and I hold the following positions in securities and derivatives.
|Transactions in the month|
Volume (R$) (3)
Name of Parent Company:
|Transactions in the month|
Volume (R$) (3)
Name of Susidiary:
|Transactions in the month|
Volume (R$) (3)
1. When completing the form, delete lines that contain no information.
2. Issue/Series convertibles, simple terms, guarantees, type/ class, etc.
3. Quantity times price.
I, ..................( name and qualification) ............................................. as a............................... DECLARE, pursuant to the discipline of Instruction No. 358/02 of the Securities and Exchange Commission, which............... (acquired / sold shares / other securities or rights over shares / other securities, specify type and class, if applicable) issued by Duratex SA and...................( achieved / increased or decreased / eliminated)................ on ....... (5 or +) ..........% my participation ............... (direct or indirect), corresponding to ....................... (shares / other securities or rights over these shares / other securities –) .................. epresenting the capital of DURATEX S.A., as described below:
I – Purpose of my participation and the desired quantity (if any, declaring that the acquisition does not intend to change the composition of the control or management structure of the Company):
II – Number of shares, warrants and rights to subscribe for shares and options to purchase shares, by species and class, already held, directly or indirectly, by me or a person related to me:
III – Number of convertible debentures already held, directly or indirectly, by me or a person related to me (to explain the amount of shares subject to possible conversion, by type and class):
IV – Indicate any agreement or contract governing the exercise of voting rights or the purchase and sale of securities issued by the Company:
Assume, moreover, committed to immediately report to the Director of Investor Relations positions in any change now informed that represent increased or decreased by 5% of my participation
São Paulo, (mm/dd/yyyy).
TERM OF AGREEMENT FOR EMPLOYEES
.....................................[ name, nationality, marital status, occupation, social security number RG, address and telephone] ............................................., the undersigned, as ............................ of DURATEX S.A., adheres to the POLICY FOR TRADING SECURITIES ISSUED BY DURATEX S.A., of which this Act receives a copy. Hereby acknowledges the terms and undertakes to fully comply therewith. Declares also be aware that the dates set out in Appendix A shall be determined annually.
São Paulo, (mm/dd/yyyy).
TERM OF AGREEMENT FOR PARENT COMPANY AND MANAGEMENT
.....................................[ name, nationality, marital status, occupation, social security number RG, address and telephone] ............................................., the undersigned, as............................ of DURATEX S.A., adheres to the POLICY FOR TRADING SECURITIES ISSUED BY DURATEX S.A., which receive a copy of this act, hereby acknowledges the terms and undertakes to fully comply therewith. Declares also be aware that the dates set out in Annex A will be set annually and that any sanctions for breach of that policy will be decided by the Board, after investigation and referral by the Disclosure and Trading Committee.
São Paulo, (mm/dd/yyyy).
TERM OF AGREEMENT FOR THIRD PARTIES
.....................................[ name, nationality, marital status, occupation, social security number RG, address and telephone] ............................................., the undersigned, as............................ of DURATEX S.A., adheres to the POLICY FOR TRADING SECURITIES ISSUED BY Duratex S.A., which receive a copy of this act, hereby acknowledges the terms and undertakes to fully comply therewith. Declares also be aware that the dates set out in Appendix A shall be determined annually and that any violation to this policy a contractual default, the Company may, at no cost, terminate the contract that gave rise to this membership and demand payment the penalty set forth therein, without prejudice to the damages.
São Paulo, (mm/dd/yyyy).
Establish guidelines of the Duratex´s practices in the social area.
Contribute to the development of communities where it has operations, with a focus on education, with lasting result.
The social investment of the Company is guided by the following guidelines:
• Work in accordance with the policies, principles of management of the company and the different audiences that interact with the Company's operations;
• Prioritize initiatives with a focus on investment rather than cost, the results are sustainable for the communities where the Company has operations;
• Ensure mechanisms for employees' participation in the surrounding community;
• Consider the needs and potential of communities in developing their own initiatives for social investment and support for projects;
• Establish partnerships to maximize resources.
4. FOCUS OF PRACTICE
The Company will invest primarily in education, but may invest in sport and culture as a means of potentiating the education process.
The Company will invest primarily in the professional qualification of low-income youth, believing that the qualification is a determining factor for the future of those who are seeking to enter the labor market. Investing in this way means to explain the Company's commitment to generating wealth in the communities where it operates.
The objective is to ensure that young people are enabled to perform specific functions demanded by the labor market.
5. FORMS OF PRACTICE
The investment of the company has four distinct forms of action:
5.1. DONATION OF GOODS AND SERVICES
It is characterized by the donation of products, goods and services to government agencies, civil society organizations and nonprofit communities surrounding the company's operations.
Characterized by the transfer of own resources or encouraged projects developed and implemented by organizations that submit proposals in line with this policy.
5.3. DIRECT IMPLEMENTATION
It is characterized by programs or projects implemented by the company itself, and with local partners.
5.4. CORPORATE VOLUNTEERING
Donation of knowledge, experience, and time of employees in support of projects.
The Executive Board, together with the Social Investment Commission, is responsible for enforcing this policy with the support of all employees.
Reassert Duratex's socially responsible behavior.
Applies to the entire organization.3. DEFINITIONS
a. Stakeholder: "An individual or social group that has an interest in any decisions or activities of an organization". Source: ABNT NBR ISO 26000 Guidelines on Social Responsibility.
b. Stakeholder engagement: "An activity undertaken for creating opportunities for dialogue between an organization and one or more of its stakeholders, in order to provide a sound basis for its decisions". Source: ABNT NBR ISO 26000 Guidelines on Social Responsibility.
c. Impact: "Total or partial positive or negative change in society, in the economy or in the environment resulting from the organization's past decisions and present activities". Source: ABNT NBR ISO 26000 Guidelines on Social Responsibility.
d. Material themes: Themes that are relevant to the business, which are identified and prioritized from structured consultation processes with stakeholders, are called material issues. "The principle of materiality refers to the coverage of the most relevant issues for the company in the economic, social and environmental pillars, according to the impacts on populations with which it interacts". Source: Global Reporting Initiative (GRI).
e. Due diligence: "A comprehensive and proactive process to identify the social, environmental and actual and potential negative economic decisions and activities of an organization over the entire life cycle of a project or organizational activity, for preventing or mitigating those impacts". Source: ABNT NBR ISO 26000 Guidelines on Social Responsibility.
f. Sphere of influence: "The amplitude/extent of political, contractual, economic or other relationships through which an organization has the ability to affect the decisions or activities of individuals or organizations". Source: ABNT NBR ISO 26000 Guidelines on Social Responsibility.
g. Value chain: "A full sequence of activities or parties that provide or receive value in products or services". NOTE 1: Parties that provide value include suppliers, outsourced workers, contractors, and others. Note 2: Parties that receive value include customers, consumers, advisors and other users. Source: ABNT NBR ISO 26000 Guidelines on Social Responsibility.
h. Social Responsibility: "The responsibility of an organization for how its decisions and activities impact society and the environment, through a transparent and ethical behavior that contributes to sustainable development, including the health and well-being of society; that takes into account the expectations of stakeholders; that complies with the applicable legislation, and is consistent with international standards of behavior; and that it is integrated across the organization and is practiced in its relations". Source: ABNT NBR ISO 26000 Guidelines on Social Responsibility.
i. Sustainable Development: "Development that meets the needs of the present without compromising the ability of future generations to meet their own needs". Note: Sustainable development means the integration of the goals of high quality of life, health and prosperity with social justice, and the maintenance of the Earth's capacity to support life in all its diversity. These social, economic and environmental goals are interdependent and mutually reinforcing. Sustainable development can be treated as a way of expressing the broader expectations of society as a whole. Source: ABNT NBR ISO 26000 Guidelines on Social Responsibility.
j. Principles of Social Responsibility: "Accountability, transparency, ethical behavior, respect for stakeholder interests, respect for the rule of law, respect for international standards of behavior, and respect for human rights." Source: ABNT NBR ISO 26000 Guidelines on Social Responsibility.
k. Private Social Investment: Investment made with the organization's own resources in initiatives and programs aimed at improving aspects of community life, contributing to its economic and social development. According to GIFE - Grupo de Institutos Fundações e Empresas (Group of Institutes, Foundations and Companies), "Private Social Investment is the voluntary transfer of private resources in a planned, monitored and systematic manner to projects of social, environmental and cultural public interest."
l. Social Investment from Incentives: Investment in projects that have the characteristics and planned nature provided for in legal frameworks, through the contribution of resources coming from federal, state or local tax incentives,. Also according to GIFE, "Private Social Investment can be leveraged through tax incentives granted by the government, and also from the allocation of non-financial and intangible resources.
m. Donation: Free, permanent transfers of financial resources or property rights of movable or immovable property, or products of the company or of third parties.
n. Sponsorship: An action that takes place through the acquisition of the right of association of the brand and/or its products and services with third-party initiative projects, through the signature of a sponsorship contract.
4. PROCEDURES & RESPONSIBILITIES
4.1. GOVERNANCE & MANAGEMENT
Every three years, we select social and cultural projects through public notice published on the Duratex website. The project selection is done by the Advisory Commission formed by members from the Sustainability area and guest executives, which can receive specialized professional support in the theme as necessary.
It is the responsibility of the Corporate Sustainability Management to update this policy, as well as the management and monitoring of its implementation and the evaluation of the company's social performance, in synergy with the Sustainability Managements of the Deca and Wood units, along with executives from the business areas.4.2. PRINCIPLES
1. We promote social responsibility based on the Values, Mission and Vision described in the "This is How We Are" program, as well as on the professional and personal conduct references specified in the organization's "Code of Ethics and Conduct".
2. We adopt a socially responsible behavior, taking responsibility for the impacts of our decisions, activities, products and services, integrating the principles of social responsibility in our organizational governance system.
3. We recognize human rights as per the United Nations Guiding Principles.
4. We incorporate socially responsible labor practices that contribute to human development and to the improvement of our employees' living standards, respecting the principles and basic universal rights established by the International Labour Organization (ILO).
5. We continuously identify opportunities to reduce the environmental impacts of our activities, providing concrete contributions to human safety and health and to the welfare of society within its area of influence.
6. We adopt a socially responsible behavior with regard to other organizations and continually improve our anti-corruption practices and our involvement in the development of public policies for the benefit of the common good, focused on fair competition and the right to physical or intellectual property.
7. We relate with our consumers in a transparent manner through fair marketing and communication, health protection and safety practices, respecting their rights and promoting responsible consumption.
8. We continuously strive to improve the relationship with the communities in which we have units, for contributing to their development.
4.3. PRIVATE SOCIAL INVESTMENT AND SOCIAL INVESTMENT FROM INCENTIVES4.3.1. Objective
Establish guidelines to help promote the development of the communities where the company operates, for improving the quality of life of the local society.4.3.2. Target audience
Communities in the surrounding areas of the company's operations and within its area of influence.4.3.3. Strategic partners
Civil society organizations, multilateral organizations, businesses, local governments, academia, and individuals.4.3.4. Priority themes
The prioritized themes for the organization's social investment activities are: water management, education and professional training, and development of local entrepreneurship. Diversity and social inclusion issues are addressed across the board.
Third-party projects/initiatives focused on culture and education, including restoration of heritage sites and diffusion of knowledge can be targeted using the organization's own resources or making use of tax incentives. Similarly, using resources from municipal funds linked to children's and adolescents' rights, to the rights of the elderly, or to the healthcare for people with disabilities or cancer.4.3.5. Guidelines on investment in social projects
a. We promote the development of the communities, respecting their autonomy and avoiding actions that could generate dependency of the organization.
b. We select initiatives that ensure access to discriminated, low-income and socially vulnerable groups.
c. We foster strategic partnerships with specialized organizations, in order to assess and develop existing initiatives in communities and to strengthen ongoing programs.
d. Public-private partnership projects must be reviewed and approved by the compliance area, validated by the Corporate Sustainability Management, and approved by the Chief Executive.
The provision of resources for the following year is set annually through allocation in the Annual Budget Plan by the Corporate Sustainability Management and approved by the Chief Executive, in line with the NFI-7 standard - Investment Management and Control. Resources from commitments linked to loans obtained in the financial market for expansion, renovation and new construction and deductions/ exemptions are also considered.
The projects can be supported through:
a. Own resources
b. Tax incentives
In accordance with Law 12846 of August 1, 2013 (the Anti-Corruption Act), and to avoid misinterpretation, Duratex does not make donations of any kind (materials, products, services or in cash) to public administration bodies of the legislature, the judiciary or the executive. Private requests are recorded in AF-29 forms "Approval of Donations and Sponsorships" and AF-24 forms "Information on Entities and Projects" and are submitted to review and approval of the Corporate Sustainability Management together with the management of the demanded unit.
4.4. STAKEHOLDER ENGAGEMENT
To set guidelines for engagement with stakeholders from several segments of society, such as suppliers, customers, non-governmental organizations (NGOs), community leaders, government agencies, and others.
It proposes the establishment, maintenance and strengthening of relations, based on the organization's values, ethics, transparency and sustainable development. It also aims to define the guidelines for the development of a culture of listening and dialogue, which is essential for creating trust bonds that strengthen the organization's resilience.4.4.2. Guidelines
a. We establish engagement processes under the principles of due diligence, the sphere of influence, and materiality.
b. We identify and prioritize stakeholders, also including those who cannot be represented because of their vulnerability or the lack of knowledge of their own interests, considering the organization's value chain.
c. We provide a trusted environment in which stakeholders feel comfortable exposing their concerns, expectations and perceptions.
d. We assess the legitimacy of the interests and rights of stakeholders, analyzing the relationship between the nature of the demands and the expectations of society, taking into consideration the concept of sustainable development.
e. We guarantee formal feedback within 30 working days to all stakeholder demands, whether positive or negative, describing clearly and objectively the reasons for the measures taken by the company.
f. We record the results of the engagement so that they are formally assessed by the party(ies) responsible for the process, according to previously established indicators. Positive and negative experiences should be recorded with transparency, so that the lessons learned are shared and incorporated internally.
g. We take the results of the engagement into consideration in the management and decision-making processes.
h. We promote, at every possible opportunity, agendas that contribute to the sustainable development of society, such as combating corruption, respect for diversity, inclusion and human rights, and the eradication of child and forced (or analog to slave) labor.
5. REFERENCE DOCUMENTS
• Internal documents: Social Investment policy - NAD 25; Donations and Sponsorship Policy - NAD 10; Social policy - NAD 12; "This Is How We Are" Program and the "Duratex Code of Ethics and Conduct";
• "Prioritization of Social Investment themes" – Consultoria Rever - November 2014;
• ABNT NBR ISO 26000 Guidelines on Social Responsibility;
• United Nations Guiding Principles on Business and Human Rights - FINAL REPORT BY JOHN RUGGIE.
• UN Global Compact
• FSC-STD-BRA-01-2014 V1-0 EN - Evaluation of Forest Plantations in the Federative Republic of Brazil: Standard Harmonized across Certifying Agencies
• ABNT NBR ISO 14001 - Environmental Management Systems: Requirements with Guidelines for Use
• Law 12846 of August 1, 2013 (Anti-Corruption Law)
PLAN OF CONCESSION OF STOCK OPTION
1. OBJECTIVE AND DIRECTIONS OF THE PLAN
Duratex S.A. introduces the Plan of Concession of Stock Option ("PLAN") in order to involve officers ("ADMINISTRATORS" or "ADMINISTRATOR", as the case may be) in the middle and long-term development process of Duratex, giving them the choice to participate in the value that their work and dedication will add to the shares of the Duratex capital.
1.1. The options will entitle their proprietors to, observing the conditions set out in the PLAN, subscribe common shares of the authorized capital of Duratex.
1.2. At the discretion of Duratex, the exercise of options shall be performed by selling treasury shares for reissuance, applying to them in all respects the same directions set out in the PLAN.
1.3. Each option shall entitle to subscribe one share.
1.4. The operating rules and procedures concerning the PLAN shall be proposed by a committee to be appointed by the BOARD OF DIRECTORS Duratex for the purposes of this PLAN ("PERSONS COMMITTEE").
1.5 Periodically, the PERSONS COMMITTEE shall submitted to the approval of the BOARD OF DIRECTORS, the proposals regarding the PLAN application.
2. BENEFITIARIES OF THE OPTIONS
The PERSONS COMMITTEE shall identify and propose, periodically, the ADMINISTRATORS of Duratex who will be offered the options, in the quantities to be specified.
2.1. Exceptionally, the options may be granted to ADMINISTRATORS from controlled companies or to categorized employees of Duratex or of described companies.
2.1.1. The options may also be assigned to highly qualified persons upon the engagement with Duratex or controlled companies.
2.2. The options shall be personal and nontransferable, save by "causa mortis" succession.
2.3. The PERSONS COMMITTEE shall submit to approval of the BOARD OF DIRECTORS the option concession proposal.
3. CONDITION AND ANNUAL LIMIT TO GRANT OPTIONS
3.1. Options shall only be granted with respect to the years when sufficient profits have been amassed to enable the allotment of the mandatory dividend to shareholders.
3.2. The total quantity of options to be granted each year shall not exceed the maximum limit of 0.5% (half per cent) of the total shares of Duratex which the minority and majority shareholders own on the date of the closing balance sheet of that same year.
4. OPTIONS QUANTIFICATION AND CHARACTERISTICS
4.1. The PERSONS COMMITTEE shall set forth the total quantity of options to be granted with respect to each year, stipulating the characteristics of each series, particularly the price for the year (item 6), the legal term (item 7) and the waiting period (item 8).
5. DISTRIBUTION OF OPTIONS AMONG THE OFFICERS
5.1. THE PERSONS COMMITTEE shall choose the BENEFICIARIES who shall receive the options and set the quantity of each series to be assigned to each, evaluating, at its sole discretion, the performance of the eligible persons in the corresponding year, the remuneration already paid in the year and the other evaluations deemed applicable.
6. PRICE FOR THE YEAR
6.1 The price for the year, to be paid to Duratex, shall be stipulated by the PERSONS COMMITTEE upon the option concession. To set out the annual price of the options in general, the PERSONS COMMITTEE shall consider the average price of common shares of Duratex on the trading floors of M&FBOVESPA S.A. Stock, Futures and Commodities Exchange, in a period of, at least, five and, at the most, ninety trading floors prior to the options issuing date, at the discretion of the PERSONS COMMITTEE, choosing also, an adjustment by up to 30%, give or take. The stipulated prices shall be readjusted up until the month prior to the exercise of the option by the IGP-M or, in its absence, by another index that the PERSONS COMMITTEE may designate, which must be paid within a period similar to the one in effect to liquidate operations at the BM&FBOVESPA S.A. Stock, Futures and Commodities Exchange.
6.2. The acquired shares shall be entitled to dividends and other benefits as if they had been purchased, on the same date, at the BM&FBOVESPA S.A. Stock, Futures and Commodities Exchange.
7. OPTIONS LEGAL TERM
The options shall be in effect during the term stipulated by the THE PERSONS COMMITTEE upon their concession, which shall automatically expire at the end of such a term.
7.1. The legal term of each series shall begin on the date of the respective issuance and expire at the end of a period which may range between at least AE+5 years and AE+10 years at the most, where AE (Issuance Year) means the calendar issuance year, so that the legal term shall always expire on the last business day of the last calendar year of such a term.
7.2. The legal terms shall legally expire for the options whose owners resign or are dismissed from Duratex and/or controlled companies. The options of ADMINISTRATORS shall expire on the date when they leave office, either by resignation, or imposed by the body which has elected them. With respect to an employee, the expiration will occur on the date when his/her work contract is terminated.
7.3. The Board of Directors may approve or not the expiration under 7.2. if the removal of the ADMINISTRATOR occurs by failure to reelect or if removal of the employee has not happened due to a serious fault. In this case, the option of ownership of the beneficiary may be exercised up until the end of the legal term (item 7.1), or up until the end of a 3 (three) year period from the date of removal, which expires first.
7.4. Should the option owner die, before the removal, the successors may exercise it up until the end of the legal term (item 7.1), or up until the end of a 3 (three) year period from the date of the demise, which expires first.
7.4.1. If the demises occurs after the removal performed under the terms of item 7.3, the successors may exercise the options during the remain legal term of the proprietor, according to the same item.
8. OPTIONS EXERCISE
8.1. The options, without prejudice to the legal term (item 7), may only be exercised after the waiting period and out of the suspension periods stipulated by the PERSONS COMMITTEE.
8.2. The waiting period of each series shall be stipulated by the PERSONS COMMITTEE upon issuance, and its duration may range between the AE+1 and AE+5-year term, where the AE is the calendar issuance year, so that the waiting period will always end on the last day of the last calendar year of this term.
8.3. The waiting period shall expire if the owner is removed under the conditions set out in item 7.3, or his/her demise.
8.4. The suspension periods for the options exercise shall be determined, whenever necessary, to coordinate the subscription works.
8.5. The options owner shall tell the area in charge of managing the PLAN at when the options will be exercised, at least 48 hours in advance.
8.6. The owner of more than one series of exercisable options may exercise all or just some, totally or partially.
9. OPTIONS QUANTITY ADJUSTMENTS
To preserve the purpose of the PLAN (item 1), the quantities of options granted and not exercised, may be adjusted up or down in order to restore the values originally granted, when the quotation level of the Duratex shares at the Stock Exchanges changes substantially, due to decisions made by the BOARD OF DIRECTORS or the Shareholders' Meeting of Duratex on (a) share split, clustering or bonus; (b) issuance of a high number of share to increase the capital; (c) dividend allotment, capital remuneration interest and/or cash bonus, in exceptional amounts; (d) merger, incorporation, split or acquisition of control over large institutions; (e) others procedures of similar nature and relevance.
9.1. The PERSONS COMMITTEE shall submit the adjustment proposals to the Board of Directors.
10. STOCK AVAILABILITY
10.1. The owner may freely dispose of half the stock subscribed by exercising the option.
10.2. The other half shall be unavailable for 2 (two) years, from the option exercise date, declaring this unavailability as and for the purposes stipulated under article 40 of Law nº 6.404, dated 12.15.76.
10.3. The unavailability stipulated in item 10.2 does not apply to the subscription of shares by exercising the option in the second half of the legal term (item 7).
10.4. At the beginning of the second half of the option term, all the shares till then unavailable of said option will be released.
10.5. The unavailability under item 10.2 also applies to other shares subscribed, at any time, by the removed owner under the conditions set out in item 7.3 or by the successors of the deceased owner (item 7.4).
10.6. The shares encumbered with the unavailability under item 10.2 shall be released if and when the removal under the conditions stipulated under 7.3 or the demise of the owner.
11. OMISSIVE CASES
The Board of Directors shall decide on the omissive case under the PLAN.
SUSTAINABILITY COMMITTEE CHARTER
(Approved on the Board of Directors Meeting on 06. 14. 2010 and altered on the Board Meetings
on 04.25. 2012, 04.22.2013, 10.28. 2013 and 02.27.2015)
1.1. The responsibilities, competencies and duties of the Sustainability Committee ("Committee") of Duratex S.A. ("Company") are defined and established in this Charter.
2.1. The Committee is a collegiate body of advice and guidance established by the Board of Directors of the Company ("Board") and aims to stimulate and create mechanisms to integrate sustainability in the management process of the Company.
3.1. The Committee will consist of at least 3 (three) and maximum of 7 (seven) members selected by the Board among its members, who shall designate one as Chairman.
3.2. The Chair of the Committee should preferably be carried out by an Independent Director and Member Specialist;
3.3. The Committee members are subject to the same duties as the Board Directors, defined in the Art. 6 of the Board Charter.
3.4. The Chairman and Chief Executive Officer will be permanent guests at the meetings of the Committee.
3.5. The function of the Committee members cannot be delegated.
3.6. The election of its members will occur at the Board Meeting that is elected the Directors of the Company and the mandate will be for 1 (one) year, reelection being permitted.
3.7. In the event of vacancy in the Committee, the Board shall choose a replacement within 30 (thirty) days.
3.8. It is forbidden to members of the committee, directly or indirectly receive any compensation from the Company for the provision of consultancy services, advice or any other that configure impediment or incompatibility with the obligations and responsibilities of a Committee member.
4.1. The Committee will meet at least 6 (six) times a year, convened by its Chairman.
4.2. The agenda of the meetings will be circulated to Committee members with a minimum of ten (10) working days, with copies to the Board Chairman and the Chief Executive Officer.
4.3. In order to allow a thorough evaluation of subjects, materials prior analysis of the issues that require study and reflection should be sent to the Board with at least 10 days.
4.4. In order to permit na in-depth discussion, the presentation shall be structured based on one slide every 3 minutes for the alloted time.
4.5. The deliberations of the Committee shall be taken by a majority of its members and will consist on recommendations to the Board.
4.6. The deliberations of the Committee meetings will be recorded in minutes, with copies to the Board Chairman and the Chief Executive Officer.
4.7. Will also be forwarded to the Board Chairman and Chief Executive Officer, copies of the agenda of annual meetings, and all information and studies submitted to the Committee members.
4.8. When considered necessary, the Committee may invite, communicating previously to the CEO, Directors or any of its employees to attend meetings and discuss matters relating to his area.
4.9. The Committee, within its powers, may engage the services of specialists, upon approval of the Board.
4.10. With the goal of keeping all Directors sufficiently well informed of progress of ongoing works of the Committee, each meeting of the Board, the President of this Committee shall report on the work done and communicate relevant facts observed since the last explanation.
5.1 Advise the Board in establishing guidelines and principles for sustainable development of the Company and its subsidiaries in their four (4) pillars: social, environmental, economic and within the best practices of corporate governance.
5.2. Monitoring the development and implementation of environmental actions in the short, medium and long term.
5.3. Evaluate the guidelines and policies that discipline the management of main environmental and social risks, supporting the Audit and Risk Management Committee in the effective supervision of the controls used for their mitigation.
5.4. Analyzing and recommend to the Committee the adoption of policies related to the environment and social responsibility.
5.5. Advise in the analysis of main topics of the annual sustainability report.
5.6. Advise and recommend the main social actions implemented by the areas aiming the economic and social development of local communities.
5.7. Ensure, along with the Office of Directors, wide disclose to the interested public - external and internal - of material information relating to the Company.
5.8. Evaluate and recommend membership to any agreements, national or international, related to sustainability.
5.9. Monitor and anticipate trends in sustainability global issues, such as those related to climate change issues, checking, monitoring, and evaluating products, technologies and industry process in which we operate and proposing actions or guidelines that reduce the exposure risks of the Company, when appropriate.
5.10. Evaluate new investments and partnerships from the perspective of operational sustainability and reducing the operational execution risk.
5.11. Analyze the scope of the company's operation, regarding the economic, social and environmental impacts on the communities where it operates and to propose actions to strengthening ties in the locations where the operations surrounds.
6.1. The Committee will conduct, formal and annually,its self-evaluation addressing the activities developed by the Committee during the period, which will be submitted to the analysis of the Board.
7.1. This Charter shall be reviewed every three years, at the end of their self-evaluation of the Committee and may be revised whenever a majority of the Committee members understand relevant. Any changes must be submitted to and approved by the Board.
(approved by the Board of Directors Meeting on May 30, 2017)
The purpose of this policy is to establish and share our commitments to sustainable development with all employees and society together with our aspirations for each one of the supporting pillars we consider strategic to our business and to the generation of value for our stakeholders and shareholders.
This policy applies to the entire organization.
3.1. Sustainable Development: “Sustainable development is development that meets the needs of the present without compromising the ability of future generations to meet their own needs”. (Source: Our Common Future).
3.2. Social Responsibility: “Responsibility of an organization for the impacts of its decisions and activities in society and in the environment, through ethical and transparent behavior which contributes to sustainable development, including the health and wellbeing of society; takes into account the expectations of the stakeholders; is in compliance with the applicable legislation and is consistent with international standards of behavior; and is integrated into the organization throughout and is practiced in its relationships.” (Source: ABNT NBR ISO 26000 Guidelines on Social Responsibility).
3.3. Stakeholder: “Individual or group, which has an interest in any decisions or activities of an organization.” (Source: ABNT NBR ISO 26000 Guidelines on Social Responsibility).
3.4. Private Social Investment: “Private social investment is the voluntary transfer of private resources in a planned, monitored and systematic manner to social, environmental and cultural projects of public interest.” (Source: GIFE - Institutes, Foundations and Companies Group).
3.5. Value Chain: “Complete sequence of activities or parties that supply or receive value in the form of products or services.” (Source: ABNT NBR ISO 26000 Guidelines on Social Responsibility).
3.6. Renewable Resource: Renewable resources are those, which nature, through its own processes, replaces over a short period. In some cases, renewable resources have a limit to the degree they can be harnessed before renewal is deemed to be in danger.
3.7. Impact: “Positive or negative change, either totally or partially, in society, the economy or the environment, the result of past and present decisions and activities of the organization.” (Source: ABNT NBR ISO 26000 Guidelines on Social Responsibility).
3.8. Mitigation: Precautions taken with respect to a given situation, to moderate or adopt a careful approach in relation to something, which potentially could be damaging.
4. DESCRIPTION OF THE PROCEDURES AND RESPONSIBILITIES
Duratex adopts a commitment of anticipating future needs always based on longstanding values. For this purpose, the principles of the sustainability strategy are based on four supporting pillars and eight material themes:
4.1.1. People: we promote the development of our employees, clients, consumers and local communities.
18.104.22.168. Working Conditions and Employee Development
• Engage the employees in the fulfillment and diligent performance of the Proposition, Vision and Management Principles described in the Way of Being and Doing;
• Guarantee and encourage the employees to know and comply with Duratex’s Code of Ethics and Conduct, improving the quality of our work and cultivating a motivational environment and one which stimulates cooperation;
• Prioritize the health and safety of all employees, investing in processes for the continual improvement in working conditions and for raising the awareness of safety standards and the suitable use of equipment, respecting the principles and basic universal rights established by the International Labor Organization (ILO);
• Adopt socially responsible behavior, promoting the inclusion of, and giving due value to diversity;
• Stimulate the commitment of the employees in relation to social responsibility in order to develop a civic attitude in the corporate environment and in its daily routines, encouraging the performance of voluntary work.
22.214.171.124. Engagement of Clients and Consumers
• Maintain a permanent dialog with our clients and consumers for promoting and developing sustainable practices;
• Engage clients and consumers in the development of sustainable solutions which bring benefits to society and the environment;
• Train clients to ensure the development and longevity of their businesses.
126.96.36.199. Relationship with Communities and Local Development
• Guarantee spaces for promoting dialog and collaboration with the communities surrounding the units, continuously identifying opportunities for reducing the social and environmental effects of our activities and to expand the positive impacts;
• Promote social initiatives which generate development and self-sufficiency through Private Social Investment;
• Contribute to promoting public policies in the municipalities to the benefit of the common good - such as combating sexual exploitation of children, the eradication of child and forced labor - and respect for inclusion.
4.1.2. Processes: we are continually improving our operations with a view to socio-environmental equilibrium along the entire value chain.
• Use in a rational and sustainable manner natural resources, raw materials and inputs necessary for production processes by adopting principles which permit the reduction, optimization and reuse of resources;
• Conduct the management of waste in such a way as to be conducive to the concepts of reduction, reuse and recycling;
• Prevent pollution and environmental risks in the operations from production to the distribution of products using technical and innovative solutions, mitigating the impacts.
188.8.131.52. Climate Change
• Map and evaluate constantly the risks and opportunities of the business in relation to climate change;
• Act to mitigate greenhouse gas emissions and to adopt adaptable mechanisms in the light of impacts arising from climate change;
• Increase the share of energy from renewable sources in the company’s energy matrix.
184.108.40.206. Sustainable Management of Forests
• Use appropriate practices of forestry management and nutrition and develop programs for genetic improvement permitting the maximization of forestry productivity;
• Promote the integrated management of pests and disease and the understanding of climate change, thus assuring forestry productivity;
• Use optimized techniques for harvesting, processing and transportation with a view to reducing the use of resources and mitigating socio-environmental impacts;
• Protect the biodiversity, headwaters, watercourses as well as conserving the soil and forestry genetic bases;
• Constantly seek technological innovations in processes.
220.127.116.11. Responsible Supply Chain
• Evaluate and monitor the suppliers with respect to economic and socio-economic aspects and those of ethics and transparency in order to avoid and prevent negative impacts along the value chain, creating a more solid relationship;
• Promote partnerships with suppliers for the implementation of practices which foster innovation, continuous improvement and a reduction in socio-environmental impacts incorporating their productive chain;
• Promote greater transparency in the relation and in the processes of competition, ensuring a posture of cooperation.
4.1.3. Products and services: we are a bellwether in the supply of sustainable and competitive solutions, which combine design, technology, quality and innovation.
18.104.22.168. Inputs and Sustainable Solutions
• Expand the development of sustainable solutions along the entire line of products and services, which promote social and environmental benefits for the clients and consumers;
• Expand the use of new materials in the manufacture of products, researching, developing and implementing in the production of raw materials from renewable sources;
• Seek a reduction in the use of non-renewable materials in all processes.
4.1.4. New Business Models: we seek new business models, which generate value for our stakeholders in relation to the social, environmental and economic challenges.
• Seek businesses which guarantee the longevity of our company;
• Implement businesses which contribute to social and environmental wellbeing;
• Promote an innovative and open environment in order that employees are able to propose solutions for the current and future social and environmental challenges.
4.2. Governance and Management
The Company’s strategy and positioning on sustainability are decided by the Board of Directors, after having been duly advised and instructed by the Sustainability Committee.
The Executive Committee has the responsibility for the management, monitoring and implementation of this policy and the evaluation of the Company’s socio- environmental performance, maintain the Sustainability Committee duly involved and informed.
Maintain channels of communication with stakeholders as to the aspects of sustainability. Document and disclose the scope and results achieved in meeting the socio-environmental commitments, voluntarily adopted by the company.
Every two years, the Sustainability Unit shall present a proposal for revision of this policy and submit it for analysis by the Sustainability Committee, which in turn, analyzes, validates and recommends approval by the Board of Directors.