The performance of all our managers and employees is guided by the company's Values by the ethics and transparency in relations with our stakeholders and compliance with standards and law applicable to our business.
Our policies are widely disseminated to our internal public and provide the guidelines for all our operations and the business sustainable development, in line with the Strategic Planning.
Read below the full text of all policies that reinforce our commitment to sustainability.
Code of Ethics and Conduct
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.
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.firstname.lastname@example.org
• 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. N/A
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.220.127.116.11. 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.
- • Rational and sustainable use of natural resources, raw materials and inputs necessary for production processes;
- • Develop and offer products that enable the rational use of natural resources;
- • Prevent pollution and environmental hazards arising from its activities and act to reduce greenhouse gas emissions with innovative technical solutions, thus mitigating their impacts;
- • Comply with the law applicable to its activities, products and services, meet the voluntary commitments undertaken by the Company and establish procedures to ensure that illegally sourced inputs are not used;
- • Protect biodiversity, the springs and watercourses, as well as conserve the cultivated soil, inherent measures of forest plantations management;
- • Carry out the waste management using mode concepts of reduction, reuse and recycling;
- • Seek continual improvement of its environmental performance through management models, periodic assessment of results, innovations and technologies;
- • Ensure the incorporation of practices and processes aiming occupational health and safety of employees in the company's activities;
- • Implement training programs that lead to the adoption of safe behavior and healthy respect for the environment;
- • Establish specific management tools to the nature and size of each principle in all business units of the Company;
- • Maintain communication channels with stakeholders about environmental and social aspects, products and services.
- • Document and disclose the scopes and results achieved in meeting the social and environmental commitments, undertaken voluntarily by the Company.
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)