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  1. Image and reputation

    Image and reputation

    "FSB believes that every person or institution has the right to assess and understand their public image and communicate properly with society to uphold its reputation."

  2. Results

    Results

    "FSB believes that communication is a vital instrument for people and organizations and that, when developed professionally, brings excellent results."

  3. Ethics

    Ethics

    "FSB works ethically and affirmatively and does not engage in work to destroy reputations. FSB does, however, firmly defend the legitimate interests of its clients and the agency."

  4. Impartiality

    Impartiality

    "FSB believes in the value of impartial information, and its work with the media and opinion leaders is based on respect and integrity."

  5. Commensurate remuneration

    Commensurate remuneration

    "FSB is committed to provide its clients with the best results and aims to always deliver more than expected. It is therefore compensated in a manner that is commensurate with its work, in line with sums charged in the market."

  6. Relationships with clients

    Relationships with clients

    "FSB is always careful not to simultaneously represent clients who have conflicts of interest. It only does so provided all parties are aware and have given their prior authorization."

  7. Confidentiality

    Confidentiality

    "FSB maintains the confidentiality of all information obtained through its relationships with clients and in the performance of its work."

  8. Independent and nonpartisan

    Independent and nonpartisan

    "FSB is pluralist and nonpartisan and chooses it clients based on the conviction that it can deliver a correct, ethical and high-quality work."

  9. Technology

    Technology

    "FSB invests heavily in new technology to enhance the efficiency and agility needed for its work. However, it believes that no technology can replace human knowledge, inventiveness and creativity."

  10. People

    People

    "FSB believes in the importance of merit and initiative, as well as in the professional development and realization of people. Thus, it ensures that everyone receives fair compensation. Ultimately, FSB’s greatest asset is its team of partners, employees and collaborators, who operate in accordance with the principles cited in this document."

INTRODUCTION

This Code of Best Conduct Practices (“Code”) applies to FSB Holding S/A and its direct and indirect subsidiaries (“FSB” or “FSB Comunicação”). The Code outlines the values which steer the activities of FSB Comunicação and the conduct of its members. It is a tool meant to guide the personal and professional conduct of FSB’s shareholders, managers, employees, interns, and regular service providers. It is to be regarded as a statement of the commitment by FSB’s people and senior management to the rules of business and social ethics, as well as to the principles of transparency, respect for equal rights, diversity, and account rendering.

Therefore, everyone at FSB is required to read this Code. The Code must be available to other stakeholders that have some sort of relationship with FSB.

MONITORING AND SUPERVISION

Compliance with the Code will be monitored and supervised by the FSB Compliance Committee, which will be vested with the authority to take steps to ensure the guidelines and principles contained herein are followed. Violations of this Code, albeit potential ones, must be immediately reported to the Compliance Committee via the proper channels.

For further information about the Compliance Committee’s operation and the proper way of reporting possible violations of the principles set forth in this Code, please refer to the FSB Compliance Handbook available on our Intranet.

COMPLIANCE HANDBOOK

This Code describes ethical principles and general conduct rules. Further details about guidelines, limits, and rules regarding adherence to the law and compliance, as well as the application and treatment of such rules, are found in the Compliance Handbook.

Therefore, this Code and the Compliance Handbook are complementary and must be read, analyzed, and understood together.

APPLICATION

This Code applies to and must be followed by all FSB Comunicação companies in their activities, as well as their members, managers, employees, and interns. We at FSB Comunicação will put in our best efforts for the principles in this Code to be incorporated and put in practice also by our suppliers and service providers, who will be required to declare they are aware of and agree to the guidelines set forth herein.

GENERAL PRINCIPLES

FSB is a socially responsible company engaged with the community and whose image is built based on the following principles:

  1. Confidentiality when handling our clients’ information and data;
  2. Honesty in managing our assets;
  3. Service quality and efficiency;
  4. Responsibility in preserving our own image;
  5. Respect as a practice in our internal and external relationships, while permanently seeking to improve the quality of life of everyone with whom we interact;
  6. Business ethics and transparency.

BEST CONDUCT PRACTICES

The best conduct practices described in this Code are meant to clarify which procedures and attitudes are ethically accepted. FSB ethically accepts professional behavior that respects the principles described above and does not jeopardize the company’s credibility.

Therefore, FSB personnel must not:

  • do business on our company’s or third parties’ behalf that may harm FSB’s clients;
  • publicly speak, even on social media and on their own behalf, about issues that may impact the image of FSB and/or our clients, or speak on FSB’s behalf unless authorized or allowed to do so;
  • accept commissions, discounts and/or personal favors by taking advantage of their position or role;
  • receiving or giving any form of reciprocity, gain or personal advantage from third parties by taking advantage of their business relationship;
  • smoke or consume any intoxicating substances within company premises;
  • accept gifts from anyone as a result of their position or role at FSB Comunicação. Such ban does not apply to receiving gifts that lack a relevant sales value, as provided for in the Compliance Handbook;
  • use FSB clients’ financial or any other type of information they have access to as a result of their activities to the benefit of oneself or third parties;
  • personally behave in a manner incompatible with socially accepted standards and which may harm our company’s image; and
  • Dress inappropriately for the workplace.

SECTARIAN ACTIVITIES

FSB personnel must refrain from involving the company in commitments towards political parties, churches, and other sectarian activities. Under election laws, FSB is barred from making financial contributions to (parties’ or candidates’) election campaigns.

RELATIONSHIP WITH SUPPLIERS

All suppliers can rest assured their products and/or services will be treated by FSB based solely on market and quality criteria, without interference from any aspects that may characterize a privilege or discrimination. Suppliers who feel harmed by anyone in our company will have the guaranteed right to report the incident directly to the FSB Compliance Committee.

In order to ensure the principles in this Code are followed, everyone at FSB must avoid:

  • having a business relationship as an FSB representative with a company in which they or anyone in their family has interest or direct or indirect ownership. Any and all business relationships with suppliers must be previously reported in writing to the FSB Compliance Committee;
  • having a business relationship with an FSB supplier in case their position or role give them powers to define and/or choose such type of supplier. Any and all business relationships with suppliers must be previously reported in writing to the FSB Compliance Committee; and
  • accepting personal benefits, such as payment in cash or goods, travel, lunch, dinner, or any advantages deriving from said relationship with suppliers. Travel, accommodation, and meal expenses must be paid by FSB at all times, even when the invitation was made by a supplier.

RELATIONSHIP WITH THE INTERNAL AUDIENCE AND THE WORKPLACE

1. RELATIONSHIP IN THE WORKPLACE

FSB Policies are based on fairness, transparency, impartiality, and professionalism. Everyone at FSB is expected to maintain courteous, respectful relationships in the workplace to make it possible to build bonds of loyalty and trust, as well as team spirit and a result-oriented mindset. In order to avoid suspicions of preferential treatment in the workplace, we must prevent people who share a romantic relationship or family ties, such as spouses, children, siblings, grandchildren, grandparents, in-laws, nephews and nieces, uncles and aunts, and first-degree cousins from working in the same upper management office and one reporting directly to the other. Any romantic relationships or family ties must be reported in writing to the FSB Compliance Committee. People who are in a romantic relationship or have family ties with others must abstain from practicing any acts, taking part in any processes, or exercising influence over people in charge of decisions that may lead to personal benefits for those with whom they have such relationships.

The following conducts must be avoided:

  • practicing any discrimination relative to color, race, religious belief, gender, sexual orientation, age etc., in recruitment and selection, training, pay, promotion, and transfer processes or other workplace-related factors;
  • hiring relatives without expressly notifying the FSB Compliance Committee, as well as nominating them to be hired or leading another person to hire them without reporting such fact to the person in charge of the admission;
  • using FSB’s equipment and other resources for unauthorized personal purposes;
  • getting involved in personal activities that go against FSB’s interests or which interfere in the work hours dedicated to FSB;
  • using one’s position or role to ask reports for personal favors or services; and making any decisions that impact people’s careers based solely on a personal relationship.

All job performance reviews must be based on merit so as to provide equal access to the existing professional development opportunities according to each one’s skills, competencies, and contributions.

2. HEALTH AND SAFETY

FSB is committed to providing all of our employees and visitors a safe, healthy workplace by taking steps to prevent environmental degradation and minimize the impact from our activities. Everyone at FSB is responsible for following safe operating procedures meant to ensure their own health and that of their coworkers. We must refrain from behaving in any way that may lead to others being injured.

To ensure safe, healthy conditions at work, everyone must also act responsibly by complying with workplace health and safety laws and internal regulations.

3. SERVICES PROVIDED TO THIRD PARTIES

As a rule, FSB personnel are not supposed to do work outside the company similar to the one they do at FSB Comunicação companies. The following cases may be accepted by the FSB Compliance Committee and treated as an exception:

  • the activities carried out neither compete against nor are similar to the ones carried out by FSB Comunicação companies;
  • the type of work is different from the one done at FSB and does in no way conflict with FSB’s or our clients’ interests; and
  • the activity is not carried out during one’s work hours and does not affect the person’s performance at FSB, nor does it use FSB’s infrastructure and/or information belonging to FSB or our suppliers and clients.

RELATIONSHIP WITH PUBLIC AUTHORITIES

No one is allowed to directly or indirectly offer public federal, state, or city authorities or officials any cash payments, gifts, services, entertainment or other benefits in exchange for advantages or favors.

Exception is made to the offer of gifts worth less than BRL 100.00 (one hundred reals), which are of a general nature and not meant for a specific authority, and which are given out not more than once every 12 (twelve) months, notwithstanding the other provisions contained in Resolution no. 3 by the Public Ethics Committee of the Office of the President of the Republic, dated November 23, 2000.

Invitations to FSB-sponsored events are also allowed, as long as said invitations are comprehensive instead of meant for one or more specific authorities, and are business-oriented, such as seminars, conferences, or technical presentations.

Please refer to our Compliance Handbook for further details about the offer of gifts and invitations.

When publicly representing FSB Comunicação, FSB personnel must abstain from giving their opinion about acts by public officials and commenting on political issues.

Not with standing the above, FSB does not allow any acts, omissions, or forms of communication that affront Brazilian or foreign public authorities, and the following acts are forbidden, among others:

  • directly or indirectly promising, offering or giving an undue advantage to a public official or a third party related to said official;
  • financing, funding, sponsoring or otherwise aiding the practice of unlawful acts;
  • making use of an intermediary individual or legal entity to conceal or disguise one’s actual interests or the identity of those benefiting from the acts practiced;
  • defrauding, thwarting, or otherwise perverting competition in government bids; and
  • obstructing investigations or inspections by public bodies, entities or agencies, or interfering in their work, including with respect to the Brazilian financial system’s regulatory agencies and control bodies.

RELATIONSHIP WITH THE COMPETITION

FSB’s relationships with our competitors must be based on loyal, fair competition parameters and the free market’s constitutional principles.

FSB and all our people must abstain from:

  • discussing and fixing prices or business conditions with competitors either in the private or public sectors (RFPs and bids);
  • maintaining any sort of contact or interaction with competitors whose goal is to, or may potentially, distort the normal conditions of competition and rivalry;
  • taking any steps that may create difficulties for competitors already established in the market or putting up artificial barriers against the entrance of new players;
  • offering services at below-cost prices; and
  • encouraging or otherwise influencing professionals associations to take steps meant to or which may in any way hinder the entrance of new competitors, standardize the services provided by their members, or fix prices or business conditions.

THIRD-PARTY INTELLECTUAL PROPERTY

FSB personnel must abstain from using third-party intellectual property without due authorization, including, among others:

  • photos, paintings, texts, poems, music, or any other types of copyright-protected creations whose usage rights have not been acquired by FSB;
  • intellectual property, business secrets, know-how, or any other type of materials belonging to third parties to which FSB personnel have had access as a result of business, employment, or service relationships with said third parties; and
  • software, apps, websites, and other types of computer programs whose usage rights have not been acquired by FSB.

Mention of third-party marks (in their word form), company names, and names in any FSB texts, creations, or products must always be made in an impartial and merely informative manner, without any judgments that may be seen as offensive, untrue, or slanderous.

RELATIONSHIP WITH THE COMMUNITY AND ENVIRONMENT

Our people must be fully aware of FSB’s responsibilities to the community and the environment so as to reinforce our efforts as a responsible company. Whenever our people are representing our company before the members of a community, they must act according to the principles contained in this Code and without prejudice or privileges of any kind.

PROTECTING OUR CORPORATE IMAGE

FSB’s corporate image is our most important asset and must be built and permanently protected by all.

Any individual or collective acts or attitudes by our personnel that hurt such image will be deemed a serious fault.

RELATIONSHIP WITH THE MEDIA

Given the very nature of our activities and for the benefit of our clients, members, and the community at large, FSB keeps an open channel with the press and other media to provide all the information necessary to clarify and announce our corporate actions. Democratically, FSB may reserve the right to not speak or speak through associations that represent companies in our industry when we believe publicly stating our opinion about a given subject will be inconvenient to the interests of our clients, members, and the community at large.

News outlets and other media may be contacted with respect to FSB corporate affairs solely by senior managers of our group’s companies, provided they have been authorized beforehand by the Compliance Committee.

Not with standing the ethical guidelines and conduct standards set in this Code, which must be followed when carrying out FSB activities, the limitations described in this section do not apply to the press and other media during the regular course of business.

SOCIAL MEDIA

FSB understands social media are important tools of social interaction and for making one’s political, cultural, and sports-related opinions known. However, we recommend our people to:

  • act responsibly in the social media they use and avoid being disrespectful, discriminatory, or making remarks that may lead to misconceptions about themselves or FSB; and
  • not post images or comments that may disclose confidential information belonging to FSB or our clients.

PRESERVATION OF PHYSICAL PROPERTY

Everyone at FSB is responsible for preserving FSB Comunicação’s the physical property, comprising the facilities and equipment necessary for doing their job, and must use them properly and exclusively for such purpose.

CONFIDENTIAL INFORMATION

Given the nature of our business, FSB deals with information from many sources. Such information is confidential, may be used only to do one’s job for clients, and can only be disclosed upon: (1) express written decision by the FSB Compliance Committee, and (2) legal requirement or court order or order by a government authority, provided the Compliance Committee is heard beforehand.

FSB personnel must ensure the confidentiality of important, privileged, or classified information belonging to current or prospective clients in all of their professional or personal activities.

Likewise, given the nature of our activities, FSB personnel may not use confidential information belonging to FSB clients which they may learn or have access to, whether to obtain advantages or benefits of any kind for themselves or any third parties, otherwise they will be charged with committing a serious fault, notwithstanding civil and criminal liability.

Documents and other information not disclosed to the market and related to FSB business, especially financial ones, are confidential as well.

Documents related to product specifications, software, hardware, and apps developed or being used, even when the person has helped develop them, are equally confidential and belong to FSB Comunicação.

Even information meant for public consumption, whether in seminars to which FSB people have been invited or contacts with the press or any other outside audience, must be carefully reviewed before being disclosed. It is always necessary and wise to make sure there are no restrictions or confidentiality issues regarding the information to be disclosed to the public.

Not with standing the above, everyone at FSB is also required to follow the guidelines in our Compliance Handbook regarding the use of confidential information.

In case of questions, the FSB Compliance Committee must be consulted before any information related to FSB or our clients or suppliers is disclosed.

RECEIVING GIFTS

Nobody is allowed to take advantage of their role, position, or influence at the company to receive gifts or advantages. In case our people are offered any gifts or advantages, they must refuse such offer whenever possible.

In the event such refusal may compromise FSB’s business relationship, our people may accept the gift or advantage and promptly hand it over to FSB’s HR department, which will handle it accordingly.

However, such ban does not apply to complimentary gifts considered a souvenir without a commercial value and given as a result of advertising, a promotion, event, or courtesy, as long as their handing out is not limited to a specific group of people but meant for a comprehensive audience. Gifts are those which as a result of their nature do not fit the aforementioned characteristics of complimentary gifts.

In case of questions, people must immediately and expressly contact our Compliance Committee.

PRIVILEGED INFORMATION

Our people may not use their role, position, or influence at FSB Comunicação to have access to privileged information and use it to their own benefit or the benefit of their family members or friends/acquaintances, to carry out transactions with securities or any other type of business transaction, according to the applicable legislation.

Our people must follow our Compliance Handbook when it comes to handling privileged information. In the event anyone is uncertain about whether some information is confidential or not, they must contact the department in charge of managing information security.

CONFLICTS OF INTEREST

Upon coming across a situation posing any sort of conflict of interest, whether personal or involving potential conflicts between clients or leads, FSB personnel must immediately notify the FSB Compliance Committee about it. Additionally, these people must excuse themselves from the discussions and not take part in the decision-making process. When so requested by FSB, our people may partially take part in the discussions in order to obtain further information about the parties involved. In such case, they must excuse themselves from the final phase of the discussion, including the process deciding on the matter.

In case anyone at FSB who may potentially and personally benefit from some decision fails to report their conflict of interest, anyone else who is aware of the situation may do so. In this case, the person’s failure to voluntarily report on their situation of conflict will be deemed a serious fault.

Not with standing the above, the provisions in our Compliance Handbook apply to FSB members and managers with respect to conflicts of interest, whether formal or material, as well as to contracts between related parties.

Conflicts of interest and subsequent abstentions must be formally reported to the FSB Compliance Committee.

RESPONSIBILITIES OF FSB PERSONNEL

Upper and middle managers, as well as team leaders and people in management positions at FSB must:

  • behave ethically towards the members of their team;
  • comply with and follow the best practices in this Code;
  • tell their team about this Code and make sure they read and understand it;
  • educate people on their responsibility regarding actions or situations that may pose ethical questions or dilemmas;
  • report occasional cases of conflict with this Code to the FSB Compliance Committee;
  • adopt an ethical behavior and attitude according to the principles in this Code;
  • seek guidance from the FSB Compliance Committee regarding ethical situations or dilemmas;
  • notify the FSB Compliance Committee about facts they are aware of and which represent an unlawful, questionable, and unethical conduct, thereby characterizing possible violations of this Code.

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