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1. REGULATIONS

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. OBJECTIVES

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:
 
  1. Overseeing the Corporate Governance Management, area responsible for the process of internal controls, compliance with the law, regulations and internal standards, and the management of risks inherent to the activities of the Company and its subsidiaries, as well as the work undertaken by Internal Audit;
  2. Overseeing the work undertaken by Independent Audit; and
  3. Assess the quality and integrity of financial statements.
3. COMPOSITION 

3.1. The Committee will consist of at least 3 (three) and a maximum of six (6) members selected annually by the Board between their members and professionals with proven knowledge in corporate accounting, internal controls, finance, or auditing areas (“expert member”). The Presidency of the Committee shall be held by an independent 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 Co-Chairmen 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; and
3.6. In case of vacancy in the Committee, the Board may designate a member that will sit for the remainder of the outgoing member’s term, with the proviso that the minimum number of members shall be respected.

4. OPERATION 

4.1. At the beginning of each year, the Committee President will send the annual schedule of the work to the Co-Chairmen of the Board for distribution to other Board members and the CEO, for their information. The schedule should contain the meetings referred to the item 4.8 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 and reading and/or presentation materials will be circulated to Committee members with a minimum of five (5) days;
4.4. The meetings may be held by telephone, videoconference, conference call, e-mail, or any other means of communication. In these cases, a member shall be deemed present at the meeting for the purposes of determining the quorum for convening and deliberation, and their vote shall be deemed valid for all legal intents and purposes. The minutes of the meeting shall be signed by all members in attendance at the respective meeting, whether in person or remotely;
4.5. Members attending in the manner described above shall make sure that no unauthorized persons shall have access to the matters discussed at the meeting.
4.6. 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 Co-Chairmen of the Board and to the Chief Executive Officer of the Company;
4.7. 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;
4.8. The Committee will schedule meetings with: (i) Board members and the Ombudsman, whenever the Committee may deem it appropriate; and (ii), with the Company's independent auditors, with the Corporate Governance Management, at least quarterly;
4.9. 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;
4.10. Quarterly, the Committee´s President, together with the expert member, will meet with the CEO before the meeting of the Board to examine the financial statements;
4.11. Quarterly, at meeting of the Board to review the financial statements, the Committee, through its President, should report on the work done in the period and notify the relevant facts observed; and
4.12. The Committee, as part of their duties, may engage the services of experts, with the prior approval of the Board.

5. ATTRIBUTIONS

5.1. With regard to the systems of internal controls, compliance and risk management:
 
  1. Overseeing the work undertaken by internal controls area;
  2. To evaluate the effectiveness of internal controls processes, risk management, processes and structures in place for compliance with the law, regulations and internal standards implemented by the Company’s Board of Officers.
  3. To meet with Coordinator of the Risk Commission, with Corporate Governance Management and Ombudsman to discuss relevant topics of risk exposure; and
  4. Annually, to formally evaluate the internal controls, compliance and risk management area, mainly by means of the analysis of aspects associated with quality, objectivity and effectiveness of the work done.
5.2. With regard to the financial statements:
 
  1. Review prior to disclosure, the Company's financial statements, also included, the accounting notes, the management report and the Independent Auditing report;
  2. 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. The transparent disclosure of financial statements is in major topic of discussion;
  3. 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;
  4. Assess the legal, tax, social security, labor or any other contingencies that may impact on the financial statements, together with the legal department; and
  5. 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 Independent Audits:
 
  1. Recommend to the Board the hiring, compensation and replacement of the Independent Auditing;
  2. Define, 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, recommending to the Board of Directors, as appropriate, changes to the Policy Governing Independent Audit Retainer Services;
  3. Meet, discuss and monitor the plan and scope of work to be developed by the Independent Audit;
  4. Supervise the operation, planning and results of the audit work and the technical skills of the Internal Audit staff; and
  5. Proceed annually a formal evaluation of Internal and Independent Audits, analyzing mainly, aspects relating to quality, objectivity, independence and effectiveness of the work.
6. SECRETARY TO THE COMMITTEE

6.1. The Committee President shall appoint a Secretary, who may or may not be a member of the Committee, with the following attributions:
 
  1. to monitor the matters included in the agendas of the meetings in accordance with the annual schedule as prepared by the President, as well as with eventual requests from members of the Committee, advance scheduling with participants and guests, and any pending matters;
  2. to issue calls to members of the Committee and send them the agenda of the day and reading and/or presentation materials for the meetings, so that they  can be informed of the matters at hand and participate productively in the debates;
  3. to ask the parties responsible for presentations to provide the materials for appreciation at meetings to be submitted, with copy to the Committee President, at least five (5) days in advance, for distribution to other members of the Committee;
  4. to act as meeting secretary, putting recommendations on record, drafting and formalizing the respective minutes, expert opinions and other documents on the appropriate register; and
  5. to provide copies of the minutes of meetings, recommendations and reports to the members of the Committee, as well as to the Co-Chairmen of the Board, the Chief Executive Officer, and, as the case may be, any parties involved in the resolution of any recommendations and/or mending matters.
7. CONFLICTS OF INTEREST

7.1. A member of the Committee shall declare, prior to the opening of discussions and/or deliberations on a certain matter, if, for any reason, they may have a private interest or interests in conflict with the Company’s in connection with said matter. In this case, such a member shall abstain from analysis thereof and any recommendations in connection with it;
7.2. As soon as a private or conflicting interest on a certain matter is identified without self-declaration from the affected member, any other member shall disclose the situation to the remaining members of the Committee; and
7.3. Members of the Committee shall not, whether directly or indirectly, receive any form of compensation from the Company for the provision of consultancy, advice, or any other services standing barring or incompatible with the obligations and responsibilities of the members of the Committee.

8. EVALUATION

8.1. 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.

9. AMENDMENTS

9.1. This Charter shall be reviewed every three (3) years or whenever a majority of the Committee members understand relevant. A consequential amendment should be submitted to and approved by the.

1. CHARTER

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.

2. OBJECT

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. COMPOSITION

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. FUNCTIONS

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.

5. DUTIES/RESPONSIBILITIES

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.

6. EVALUATION

The Committee shall conduct its self-evaluation on a formal and annual basis.

7. AMENDMENTS

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.

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1. REGULATION

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. OBJECTIVES

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. COMPOSITION

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. OPERATION

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. ATTRIBUTIONS

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.

5.1.4. Regarding the Directorship and other employees of the Company:
(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. EVALUATION

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. AMENDMENTS

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. OBJECT OF THE CHARTER
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:
 
  1. 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;
  2. protect and enhance the Company's assets and maximize return on investment;
  3. ensure that, the management structure is agile, composed of qualified professionals and unblemished reputation;
  4. ensure that the objectives and responsibilities of the Board are always clearly defined;
  5. formulate guidelines for the Company's management and its subsidiaries, which will be reflected in the annual budget;
  6. monitor the effective implementation of defined strategies and guidelines;
  7. prevent and manage interests conflicts situations or differences of opinions, so that the Company's interest always prevails; and
  8. 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
5.1. Attributions
 
  1. 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;
  2. 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;
  3. Approve the issuance of debentures, unsecured;
  4. 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;
  5. 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;
  6. Define and change the Company's indebtedness policy;
  7. 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;
  8. 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;
  9. 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;
  10. 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;
  11. Approve any material change in accounting practices of the Company, except for changes required by applicable laws or regulations;
  12. 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;
  13. Define and modify policies for securities trading and disclosure of relevant information of the Company;
  14. Approve the Risk Management Policy and monitor its implementation;
  15. Approve the Company's Code of Conduct;
  16. Approve the Charters of the Board Council and its Committees;
  17. 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;
  18. Evaluate the performance of the Company, of the Board itself and its Committees, of the Directorship and, individually, the CEO;
  19. Elect and dismiss the CEO, and under his/her proposal, approve the selection or dismissal of the other Executive Directors;
  20. Appoint and remove independent auditors on the recommendation of the Audit and Risk Management Committee;
  21. Review and approve the Company's quarterly and annual financial statements, authorize its disclosure to the market and, when appropriate, its publication;
  22. Decide on the allocation of the fiscal year net income, which will be submitted at the General Assembly;
  23. Approve proposal to create and / or change the plan for granting stock options, subjecting it to the Shareholders approval at the General Assembly;
  24. Approve proposed grant of options to purchase shares to beneficiaries identified by the responsible committee;
  25. Approve proposed grant of options to purchase shares to beneficiaries identified by the responsible committee;
  26. 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. BOARD MEMBERS' OBLIGATIONS
6.1. It is the duty of the Director, in addition to observing the legal duties of the office:
 
  1. To perform proactive, permanent and qualified monitoring of the Company's business, focusing in particular on long-term strategy, in relevant investments;
  2. To attend Board meetings previously prepared, with the examination of the documents made available, and participate actively and diligently;
  3. 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;
  4. 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;
  5. 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
  6. 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:

  1. To ensure the efficiency and good performance of the Board;
  2. To ensure the effectiveness of the monitoring and evaluation system, by the Board, the Company, the Board itself, the Directorship and, individually, the CEO;
  3. 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.
  4. To ensure that the Directors receive timely and complete information about items of the meeting's agenda;
  5. To propose, after consultation with the Committees, the Board's annual budget, including the hiring of outside professionals;
  6. To preside the meetings of the Board and the General Assemblies;
  7. To propose to the Board the annual meetings calendar; and
  8.  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. NORMS OF FUNCTIONING OF THE BOARD OF DIRECTORS
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.

  1. To prepare and send to the Chairman the meeting's agenda;
  2. To arrange for the convening for the Board meetings, giving information to the Directors, and potential participants, about the location, date, time and agenda;
  3. 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
  4. 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. BOARD OF DIRECTORS' COMMITTEES
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:
 
  1. Adopt charters approved by the Board; 
  2. Be composed exclusively by independent Board or a Specialist Member;
  3. 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.
  4. 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.

INTRODUCTION

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.

Together we will build Duratex's future!

Our Mission

• 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.

Our Vision

• 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.

Our Values

• Integrity
• Commitment
• Appreciation of human worth
• Excelling in results
• Continuous improvement
• Innovation
• Sustainability

CORPORATE ETHICS DIRECTIVES

Duratex's Commitments

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.

Administration, transparency and rendering of accounts

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

Related Parties

• 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.

Employees

• 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.

Competitors

• 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.

Public sector

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).

Non-profit sector

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.

Media

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.

Personal conduct

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.

Professional conduct

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.

Protection of information and Duratex's know-how

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.

External activities

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: ouvidoria@duratex.com.br
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

ADMINISTRATIVE SANCTIONS

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.

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”).

Composition

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:

  1. 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;
  2. 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;
  3. 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
  4. circulate a copy of the minutes of the meetings, reports and opinions to the Fiscal Councilors and the Chairman of the Board of Directors.
Request for Information, Clarifications and Statements

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.

Duties

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.

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.

Principles:

• 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.
4.7.1.1 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;
b) e-mail;
c) teleconference;
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. INFRINGEMENT OF THE POLICY

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.

 

ANNEX 1

 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, ......... ................... ..........

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. REGULATIONS

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. OBJECTIVES

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. COMPOSITION

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. OPERATION

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. ATTRIBUTIONS

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. EVALUATION

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. AMENDMENTS

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.

SUSTAINABILITY POLICY
(approved by the Board of Directors Meeting on May 30, 2017)

1. PURPOSE

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.

2. SCOPE

This policy applies to the entire organization.

3. DEFINITIONSA

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

4.1. Principles

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.

4.1.1.1. 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.

4.1.1.2. 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.

4.1.1.3. 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.

4.1.2.1. Eco-efficiency

• 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.

4.1.2.2. 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.

4.1.2.3. 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.

4.1.2.4. 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.

4.1.3.1. 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.

4.3. Communication

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.

4.4. Responsibility

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.

1. PURPOSE

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 Co-Chairmen 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.

2.2. Objectives

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

2.3.1. Values

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

It attends all stakeholders, being, in the first instance, complaints of eventual violations of the Code of Conduct and, in the second instance, the technical and behavioral manifestations that were not resolved in the organization’s first channels.

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 Co-Chairmen 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, the Co-Chairmen of the Board of Director, and President of the Audit Committee and the Risk Management Committee.

Complaints of corruption relating to government entities within the scope of the Anticorruption Law 12.846/2013 shall be forwarded to the Corporate Governance Management area with copy for the Chief Executive Officer and the Co-Chairmen of the Board of Directors and the Audit and Risk Management Committee. 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 Co-Chairmen 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 the names 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.

2.6. Timeframe

Within three 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.

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

The action plans stablished by managers of the processes will be accompanied by the Ombudsman or Audit depending on their nature.

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: ombudsman@duratex.com.br

• Letter: Ombudsman Duratex – Mail Box 521 – CEP 06320-971 / Barueri-SP.

Face-to-face meetings can be arranged subject to prior notice.

2.11. Sanctions

The sanctions for proven cases must adhere to the established internal norm – NO.44. 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. RESPONSIBILITIES

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 Co-Chairmen 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.