CORPORATE POLICY ON BRIBERY PREVENTION

Transcription

1 CORPORATE POLICY ON BRIBERY PREVENTION 1. OBJECTIVE The Corporate Policy on Bribery Prevention ("Policy") aims to reinforce Itaú Unibanco Conglomerate commitment to cooperating pro-actively with domestic and international efforts to prevent and fight corruption, in all its forms, and to establish guidelines for the design, enforcement and continuous improvement of a corporate program intended for: developing and maintaining practices to prevent, monitor and fight corruption acts or attempts; establishing and managing whistle blowing channels; and, performing actions comprising awareness campaigns and training for administrators and employees on the subject. 2. TARGET PUBLIC This Policy is applicable in Brazil and abroad, to all administrators, employees, and controllers of the Itaú Unibanco Conglomerate and to any person with whom the Conglomerate keeps a commercial relation, including customers, partners, suppliers, and other stakeholders. 3. RESPONSIBILITIES 3.1 Administrators and Employees a) Know and follow guidelines in this Policy, including taking the anti-corruption training offered by the Corporate Security Board. 3.2 Ethics and Ombudsman Superintendence a) Update this Policy to comply with any changes regarding the regulatory environment and any related guidelines and principles; b) Set parameters for corporate and specific training related to this Policy; c) Resolve any doubts regarding this Policy and its application. 3.3 Corporate Security Board a) Keep specific channel to receive reports related to any breaches to the guidelines in this Policy. The Inspection Office is the area responsible for checking reports or occurrences which might reveal indications that there are actions which do not comply with this Policy; b) Investigate each report and communicated suspicion and to classify it as (i) valid, (ii) unfounded, or (iii) inconclusive; c) After the investigation is completed, to send investigated reports to the Superior Ethics Commission, via Ethics and Ombudsman Superintendence, along with other areas of interest, according to the case checked; d) Prepare corporate and specific anti-corruption training according to the parameters set forth by the Ethics and Ombudsman Superintendence and ensure they are available to Administrators and Employees. 3.4 Superior Ethics Commission a) Assessor reports sent by the Corporate Security Board suggesting improvements in guidelines and practices intended to prevent and fight corruption in the scope of companies and business units of the Itaú Unibanco Conglomerate; b) Forward an annual report of its activities in the scope of this Policy to the Board of Directors of Itaú Unibanco Holding S.A. and to the Audit Committee. 3.5 Purchasing Areas a) Include provisions on the guidelines of this Policy in new agreements with partners and suppliers; b) Establish procedures, whether centralized or not, in order to know their suppliers (Know Your Supplier), as set forth in the Corporate Policy on Preventing and Fighting Illegal Acts. 3.6 Compliance a) Assist in updating this Policy, to ensure compliance with regulatory/legal changes.

2 3.7 Legal a) Interpret changes in legislations listed in this Policy to subsidize Compliance, upon request, to help update this Policy; b) Clear doubts related to legislation on corruption sent by Compliance, Inspection Office and Ethics and Ombudsman areas; c) Prepare and establish standard anti-corruption provisions to be included in agreements with third parties and by the Purchasing, Proprietary Business and Mergers and Acquisitions, and other areas as deemed necessary. 3.8 Proprietary Business, Mergers and Acquisitions Areas a) Include anti-corruption provisions in agreements with third parties; b) Perform, during proprietary Mergers and Acquisitions transactions, Due Diligence focused on identifying potential signs of corruption. 3.9 Conglomerate Financial Statements Responsible Areas a) Ensure that Conglomerate accounting and financial statements reflect the truthful information included in them Audit Committee and Board of Directors a) Approve the guidelines in this Policy. 4. PROHIBITIONS It is prohibited to: a) Suggest, offer, promote, or grant, whether directly or indirectly, upon request or not, improper advantages of any nature (financial or not) to people and companies in the public and private sectors (including third sector organizations), in exchange for action or omission inherent to a person s own responsibilities, or to facilitate business, operations, or activities for the Itaú Unibanco Conglomerate or aiming at benefits for oneself or third parties. b) Suggest, request, require, accept, or receive, whether directly or indirectly, upon request or not, improper advantages of any nature (financial or not) in exchange for action or omission inherent to a person s own responsibilities, or to facilitate business, operations, or activities for the Itaú Unibanco Conglomerate or aiming at benefits for oneself or third parties. Itaú Unibanco Code of Ethics also offers guidelines on prevention and fighting each and every type of corruption (bribery or kickback, influence peddling, undue advantages etc.), to express Itaú Unibanco Conglomerate conviction that its leadership must be exercised ethically and responsibly. 5. BRIBERY PREVENTION RULES The following items form principles which guide the way Itaú Unibanco Conglomerate acts in preventing and fighting corruption: 5.1 Senior Management Commitment The Board of Directors, via Itaú Unibanco Code of Ethics, establishes Itaú Unibanco Conglomerate standards and values that must be complied with by the persons referred to in this policy. Such standards include maintaining policies and practices to prevent and fight all forms of corruption, money laundering, frauds, among other illegal acts. 5.2 Financial Management Transparency and Accountability Preparation of Itaú Unibanco Conglomerate Financial Statements to comply with laws, standards, and regulations in force in countries it operates, and to translate accurately and clearly the transactions performed by the Itaú Unibanco Conglomerate, to ensure equality and transparency to the stakeholders. 5.3 Proportional Procedures Itaú Unibanco Conglomerate adopts procedures that are commensurate with the corruption risks related to the nature, size, and complexity of its activities. Therefore, the circular letters listed below show the guidelines and procedures which support compliance with this Policy and with anti-corruption practices: Management of conflict of interests; Criteria and examples regarding acceptance of gifts, inducements, courtesies and contributions; Criteria for donations to candidates running for political offices; Accounting policies and practices; Transparency in transactions and information provided to the market;

3 5.4 Risk Assessment Procedures for assessment and mitigation of risks; Diligence to identify public or private agents; Monitoring transactions with Politically Exposed Persons; Governance of relations with Regulating, Supervisory, and Inspection Agencies; Contractual provisions on outsourced services. Itaú Unibanco Conglomerate assesses risks related to the topics of this Policy through its risk management structure, internal controls and compliance, according to the Control and Risk Management Policy, Compliance Policy, and Operational Risk Management Policy. 5.5 Due Diligence Itaú Unibanco Conglomerate adopts due diligence procedures that are commensurate with the risk of corruption in its activities, in the jurisdictions in which it operates, and regarding the persons that are subject to this Policy. 5.6 Communication and Training Itaú Unibanco Conglomerate shall communicate, on a regular basis, the principles set forth herein to the persons referred to in this Policy, so as to encourage anti-corruption practices. Periodical training should be provided with the purpose of educating and raising awareness of the Conglomerate employees. 5.7 Monitoring Periodical monitoring and assessments must be performed to check the effectiveness of the controls, pursuant to the Operational Risk Management Policy, in order to prevent non-compliance with this Policy. 6. WHISTLEBLOWING CHANNEL Suspicions or evidence of corruption should be reported directly to the Inspection Office in Brazil. At international units, the whistleblower might also submit a report to the local Internal Control and Risk Officer (OCIR), who will report the case immediately to the Inspection Office, in case it has not been copied/informed. For reports to the Inspection Office, use any of the following channels: Customer Service: ; External inspetoria@itau-unibanco.com.br Mail address: A/C Inspetoria Av. Dr. Hugo Beolchi, 900 piso -1 Torre Eudoro Villela São Paulo/SP CEP In order to optimize the steps taken by Itaú Unibanco Conglomerate, the communication of corruption actions, practices, or attempts must be accompanied by the most possible amount of information. Among those, we highlight: Accurate description of the fact; Where and when it happened or is happening; Who are the persons and organizations involved; Evidence that helps evaluate the case and take the proper actions. 7. PROTECTION TO WHISTLEBLOWERS a) Administrators and employees cannot Retaliate against those who, in good faith: (i) report or express a complaint, suspicion, doubt, or concern regarding potential violations of the guidelines in this Policy; and (ii) provide information or help check such potential violations; b) Administrators and employees must preserve the confidentiality of the information related to investigations on potential violations of the guidelines in this Policy; c) Anonymous reports will be accepted by the Whistleblowing Channels and anonymity will be preserved; d) Disciplinary sanctions will be applied to administrators or employees who attempt to or retaliate against someone who, in good faith, communicates potential violations of the guidelines in this Policy; e) Disciplinary sanctions will be applied to administrators or employees who are proven to use bad faith when communicating potential violations of the guidelines in this Policy or communicate facts which are knowingly false.

4 8. PENALTIES Non-compliance with any guidelines or principles set forth in this Policy is subject to disciplinary sanctions, without prejudice to applicable law. 9. RELATED DOCUMENTS This Policy must be read and interpreted together with the following documents: 9.1 External Rules United States Foreign Corrupt Practices Act (FCPA); UK Bribery Act 2010; United Nations Global Compact; United Nations Convention Against Corruption (UNCAC); Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (OCDE Convention); World Economic Forum's Partnering Against Corruption Initiative (PACI); Standard AA1000 Engagement and Dialogue wih Stakeholders; Global Reporting Initiative (GRI): S02, S03 and S04 performance indicators; Organization of American States (OAS) Inter-American Convention Against Corruption Brazilian Penal Code; Brazil: Improbity Administrative Law No. 8429/92; Brazil: Law on Conflict of Interests No /13; Brazil: Law on Administrative and Civil Liabilty of Legal Entities No / Internal Rules Disclosure and Trading Policies Corporate Ethics Policy Risk Management and Control Internal Audit Compliance with Sarbanes-Oxley Act - Section 404 Compliance Policy Corporate Policy on Preventing and Fighting Illegal Acts Operational Risk Management Operational Risk Management in Outsourced Services Corporate Policy on Product Assessment Relationship with Regulating, Self-regulating, Supervisory, and Inspection Agencies Brasil: Política Corporativa de Doação a Campanhas Eleitorais Argentina: Política de Prevención Y Combate de Actos Ilícitos; Brasil: Política de Patrocínios e Doações; Brasil: Contratação de Materiais, Bens e Serviços; Brasil: Política de Fusões e Aquisições Brasil: Política de Cadastro de Clientes Chile - BIC: Manual de Políticas y Procedimientos de Prevención del Delito de Coecho; Japan - Tokyo Branch: Rule for Handling Scandal Incident; Japan - Tokyo Securities: Rule for Handling Scandal Incident; London Branch: Anti-Bribery Policy; México: Política Corporativa de Combate a la Corrupción y Suborno; México: Política de Ética y Conducta Profesional; Miami: CMP-PROC-Bank Bribery Act;

5 New York: Bank Bribery Act; Paraguay: Política de Gestión de Ética Corporativa; Portugal: Anti-Bribery Policy; Switzerland: Code of Ethics; Switzerland: Employee Handbook; Switzerland: AML Policy Policy on the Prevention of Money Laundering; UK: Itau BBA UK Securities Limited: Anti-Bribery Policies and Procedures. 10. GLOSSARY Itaú Unibanco Conglomerate: Itaú Unibanco Holding S.A. and subsidiaries in Brazil and abroad. Employees: Permanent and temporary employees, as well as trainees at the Itaú Unibanco Conglomerate. Corruption: Each and every willful or negligent act that implies suggestion, offer, promise, granting (active form) or request, requirement, acceptance or receipt (passive form), of improper advantages, whether of a financial nature or not, such as: bribe or kickback, influence peddling and undue advantages; in exchange for action or omission inherent to a person s own responsibilities or to facilitate business, operations, or activities for the Itaú Unibanco Conglomerate or aiming at benefits for oneself or to third parties. Retaliation: Any action involving retaliation, persecution, reciprocation, or vengeance performed against administrators or employees due to reports or communication of doubts, suspicions, or challenges of potential violations of this Policy or illegal and unethical actions. Examples of retaliation are: threats, demotion, blacklisting, application of suspension, dismissal, among others.