Code of Ethics

Preamble

The rules set forth hereby apply to all collaborators. A Collaborator is herein interpreted as comprising all employees, managers, executive officers and trainees who have a work or statutory contract, whether direct or indirect, with Empresas RNI and its services contractors.

For all purposes and effects, Empresas RNI shall hereinafter be referred to as RNI.

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General Rules

1. Relationship with Collaborators

All collaborators may have opportunities of professional ascent by complying with the RNI human resources policy.

Hiring and promotions shall be grounded on merit, in multiple competencies, as well as in the conduct and behavior of the persons involved.

No discrimination whatsoever shall be tolerated between people due to race, religion, age, gender, social class, sexual preference, skin color, origin/citizenship, marital status, physical or mental disabilities.

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2. Collaborators’ Conduct

RNI requires that its collaborators exercise their duties with honesty, dignity and commitment, pursuant to the laws and common ethical standards of the society and the values held by RNI.

Ethics is the ideal of human conduct, which guides a person towards what is good and right, concerning his/her peers and the society as a whole, always towards the common good.

Professional ethics shall be unarguably aligned with the ethics of common behavior, regardless of concerns about efficiency, competitiveness and profitability. Work ethics not only sums up in discerning what to do or not, but also in knowing how to do it. Therefore, professional ethics is required in decision making.

Ethical principles shall guide professional conduct, as in relationships, as shall respect for individual differences and responsibility for activities carried out in the company, regardless of the job title. Therefore, the Code of Ethics is a formal and institutional reference of conduct aiming at a good relationship in the work environment and the common good for shareholders, clients, collaborators, unions, partners, suppliers, services contractors, competitors, the society and the government.

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3. Work Environment

RNI requires cordiality, companionship, trust and respect in the relationships between collaborators, regardless of any type of hierarchy, job title or office.

RNI also values and preserves a safe work environment, observed legal safety and occupational medicine regulations.

Alcohol consumption is expressly forbidden at the RNI facilities; in addition to working under the effect of alcohol or any other type of drug.

Smoking is allowed strictly in specific smoking rooms at the RNI facilities, as defined by the safety and occupational medicine department.

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4. Responsibility in Conducting Business

The RNI business shall be conducted transparently and in agreement with all laws, and all collaborators shall be responsible for ensuring the compliance of this regulation.

Collaborators shall immediately report to RNI the knowledge or suspicion of any irregular or uncertain situations which may from time to time be illegal, unethical or which may cause damage or compromise the name and interests of RNI. The right to secrecy regarding the information source is hereby granted.

Each and any operation involving RNI shall be carried out pursuant to the competent documents and imbued with all legal formalities. All contracts shall be signed only by the authorized officers, duly appointed and named in the Articles of Incorporation or Bylaws of each one of the RNI companies. When drawing up new contracts, the legal officers of the Strategic Business Areas and the Corporate Legal Department are advised to exchange opinions in order to inquire into possible damages and mishaps to the company.

4.1 Responsibilities of Collaborators

All collaborators shall:

  • Learn, understand and practice the provisions of this Code of Ethics and Professional Conduct Standards;
  • Preserve the RNI name and image;
  • Always act in agreement with the laws in effect;
  • Treat all corporate affairs, with no exception, with secrecy and confidentiality. The transmission of any information or material to addressees unknown by RNI is hereby prohibited, whether by physical means (documents, printouts, manuscripts, faxes, electronic messages, photographs, laser discs, floppy disks) or any other means that may jeopardize the assets of RNI, except if expressly authorized.

4.2 Responsibilities of Leaders

Leaders - executive officers, managers, coordinators, superior or chief officers - have the following obligations, among others:

  • Display exemplary behavior, which may serve as a model to all their subordinates and other collaborators;
  • Raise awareness among their subordinates of the contents of this Code, of its need and use, thus preventing any collaborator from violating it as a result of lack of information. Such possible lack of information does not exempt a collaborator from complying with the rules provided by this Code, since it is his/her responsibility to become aware of the same;
  • Preserve an organizational atmosphere in their respective areas, by constantly promoting transparency, and clear and precise communication with the major purpose of promoting respect as an essence in the relationship between co-workers at RNI;
  • Solve any doubts their subordinates may have concerning this Code;
  • Select, promote and train their direct, and from time to time, indirect subordinates by applying the directives provided in item 1 hereof.

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5. Business Relations

RNI requires its collaborators to conduct business relations pursuant to the law, market legal practices and internal regulations.

All RNI collaborators are strictly prohibited from making any improper, doubtful or illegal payment.

It is also forbidden any self-favoring or favoring of family or relatives of any degree - through the concession of undue benefits, out of ordinary business practices - as well as of any other collaborators, clients, suppliers and competitors to detriment of others.

5.1 Customer Relations

Customer service quality and satisfaction are the constant goals and concerns of RNI. Therefore, it is a vital principal of the RNI corporate action to serve its clients with emphasis on quality and productivity, as well as responsibility and total respect for the laws and regulations of each product and region where they act.

Clients shall be served with cordiality and efficiency, and provided with clear, precise and transparent information.

Clients shall obtain answers, though negative, to their requests appropriately and within the expected time.

5.2 Relations with Suppliers and Service Providers

The choice and hiring of suppliers and service providers shall always be based on technical, professional and ethical criteria, observed the RNI needs. They shall be conducted through an objective pre-determined process, such as competition or price comparison, which guarantees the best cost/benefit ratio so that there are no risks or future damages to RNI.

In addition, the hiring of suppliers and service providers shall be preceded by the request and analysis of the appropriate documentation so as to demonstrate the competence and financial soundness of the company to be hired.

5.3 Relation with Competitors

Competitiveness of the services provided, products manufactured and/or commercialized by RNI shall be exercised based on loyal competition. Therefore, comments shall not be made nor actions shall be taken that may affect, whether directly or indirectly, the competitors’ image.

Providing strategic, confidential or any other kind of information detrimental to the business conducted by RNI is hereby expressly forbidden, as well as informing any internal matters that may cause or anticipate any market actions.

5.4 Relations with Family

The favoring of relatives is hereby forbidden. Relatives are herein understood as comprising the spouse, parents, siblings, children, uncles, aunts, nephews, nieces, and cousins up to the 4th degree, including the ones of the spouse or people with whom a collaborator’s relatives have strictly personal relationship.

Whenever a collaborator may have relatives working at RNI, or at companies with which RNI has businesses, he or she is hereby obliged to communicate such fact to RNI in writing.

5.5 Relation with Public Power

Collaborators are hereby forbidden to offer gifts or benefits to civil servants, their family or relatives, whether directly or through third parties.

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6. Corruption

Offering or accepting gratifications, presents or favors from clients, suppliers or competitors is hereby forbidden, except for free gifts with no commercial value distributed by institutions of any nature complimentarily, as usual advertisement or at special events or celebration dates.

Should a collaborator receive any gratifications, presents or free gifts that do not comply with the permission criteria set forth herein, thus leading to doubtful interpretations, he or she shall communicate his/her immediate leader, who shall submit the matter to a decision by the Ethics Committee.

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7. Conflict of Interests

A conflict of interest takes place whenever a collaborators influences or may influence a decision by RNI, which may result in any kind of personal gain, whether direct or indirect, for oneself, family members, friends or people of interest.

Collaborators shall not:

  • Get involved in activities in conflict of interest with RNI;
  • Make use of privileged information for own benefit, or that of relatives or third parties;
  • Exercise any external duty or responsibility that might affect his/her performance at RNI.

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8. Using and Preserving the RNI assets

Collaborators shall be in charge of maintaining the RNI assets, including real estate, fixtures, machines, equipment, furniture, vehicles, resources and others.

Private use of the RNI equipment or any other asset is not allowed.

Use of and access to corporate tools, such as internet, telephone, email, software and hardware, shall be restricted to the collaborator’s professional activity, observed the other provisions set forth in the policies, regulations or orientations by RNI.

Collaborators are not authorized to use the RNI address to receive private mail, except when expressly authorized.

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9. Political Activities

RNI shall not restrict any political-partisan activities by its collaborators. However, collaborators shall always act personally and so as not to interfere with their professional responsibilities.

The exercise of political-partisan activities involving any of the RNI resources is hereby strictly prohibited in the work environment.

Each and every distribution of any political propaganda in the facilities, vehicles, publications or any other property of RNI shall be previously analyzed and approved by the Ethics Committee.

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10. The RNI Spokesperson

Only executive officers are hereby authorized to speak on behalf of RNI or comment on its internal affairs to the press or external groups. If required, the executive officer shall designate this attribution in writing to another collaborator.

The announcement of affairs of the company’s interest or press interviews shall always be accompanied by the RNI Press Services.

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11. Accounting Records

Transparency is essential to allow the accurate assessment of RNI by market agents.

Accounting norms and practices shall be rigorously observed, generating coherent records and reports and allowing a uniform basis of operation assessment and information. Accounting of each and every asset or title held by the company is required. Therefore, all of the RNI financial operations shall be immediately and duly entered in its accounting books, as provided by law.

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12. Doubts

The rules and directives of this Code allow the assessment of great part of the situations and minimize subjectivity in personal interpretations of the moral and ethical principles, but do not necessarily detail all situations that may take place in a collaborator’s daily work. Thus, should there be any doubts; collaborators shall consult their leaders, who shall refer to the Ethics Committee to solve doubts they might have.

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13. Violations

All collaborators are expected to abide by these rules in all circumstances.

Should a collaborator violate any RNI conduct, practice or policy, or allow that another collaborator do so, he or she shall be subject to:

  • Temporary withdrawal until the conclusion of the investigation, legal or policy inquiry;
  • Disciplinary action, including dismissal;
  • Civil and criminal punishment provided by law.

Sanctions shall be applied regardless of the appointment order, pursuant to the dimension and seriousness of the violation, always in agreement with the law.

Should a collaborator learn or suspect that any aspect of this Code has been violated by anyone, he or she shall report such fact to the Ethics Committee or, should the latter be the violator, the fact shall be reported to the shareholders. Should the actual or alleged violation have participation by the Executive Officers, such fact shall also be reported to the shareholders.

The collaborator shall avoid disclosures as a result of animosity or lack of affinity with another collaborator, in order to prevent lewd acts for which he or she shall be held civilly and criminally liable for committing a crime against the honor, such as, slander, defamation and libel.

The investigation of a charge by the Ethics Committee shall not imply the acknowledgement by RNI that any irregular conduct has been taken place by the collaborator accused.

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14. Ethics Committee

RNI shall have an Ethics Committee to judge all cases of violation of this Code and impose the appropriate disciplinary sanctions, as well as deliberate on the solving of doubts regarding the content hereof.

The Ethics Committee shall comprise 5 (five) members, appointed by the shareholders, among whom one shall be elected the Coordinator.

The Ethics Committee shall be convened through a request by the Coordinator.

All charges to the Ethics Committee shall be forwarded in a written form, available at all of RNI commercial branches, or by electronic means available in the company’s homepage.

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15. Miscellaneous

All collaborators shall be informed about the rules of conduct provided herein.

No collaborator may argue having not been informed about the directives provided herein, under any hypothesis or justifications.