ITAÚ UNIBANCO HOLDING S.A.

Transcription

1 ITAÚ UNIBANCO HOLDING S.A. CNPJ / Companhia Aberta NIRE BRIBERY PREVENTION CORPORATE POLICY 1. OBJECTIVE The Bribery Prevention Corporate Policy ( Policy ) aims to reinforce Itaú Unibanco Conglomerate s 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 whistleblowing channels; - performing actions comprising awareness campaigns and training for managers and employees on the subject. 2. TARGET PUBLIC This Policy is applicable in Brazil and abroad, to all managers, employees, and administrators 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 Managers and Employees a) To be aware of and to follow the guidelines in this Policy, including taking the anti-corruption training offered by the Corporate Security Department; b) To sign the Itaú Unibanco Code of Ethics Acknowledgment Form, confirming that they are familiar with and accept the provisions of this Policy. 3.2 Ethics and Ombudsman Superintendence a) To update this Policy to comply with any changes regarding the regulatory environment and any related guidelines and principles; b) To set parameters for specific corporate training related to this Policy and for awareness campaigns. c) To reply to market Sustainability questionnaires related to anti-corruption topics. d) To clear up doubts about this Policy and its application through the comissaosuperiordeetica@itauunibanco.com.br; e) To get ideas and other contributions from staff for improving the content and scope of this Policy. See channel in item 3.2 (d). 3.3 Corporate Security Department a) To 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 that might reveal indications that there are actions that do not comply with this Policy; b) To investigate each report and suspicion communicated and classify it as (i) valid, (ii) unfounded, or (iii) inconclusive; c) After the investigation is completed, to send the investigated reports to the Superior Ethics Commission, via the Ethics and Ombudsman Superintendence, along with other areas of interest, according to the relevant case; d) To arrange specific corporate anti-corruption training and awareness campaigns for Managers and Employees, following the guidelines established by the Ethics and Ombudsman Superintendence. 3.4 Superior Ethics Commission a) To assess the reports sent by the Corporate Security Department suggesting improvements in guidelines and practices intended to prevent and fight corruption within the scope of the Itaú Unibanco Conglomerate s companies and business units;

2 b) To forward an annual report of its activities within 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) To include provisions regarding the guidelines included in this Policy in new agreements with partners and suppliers; b) To establish procedures, whether centralized or not, in order to know their suppliers (Know Your Supplier), as set forth in the Illicit Acts Prevention and Combat Corporate Policy. 3.6 Internal Controls, Compliance and Operational Risk 3.7 Legal The responsibilities of Internal Controls, Compliance and Operational Risk are described in a specific policy. a) To interpret changes in legislations listed in this Policy to assist Compliance, upon request, in updating this Policy; b) To clear any doubts related to legislation on corruption sent by the Compliance, Inspection Office and Ethics and Ombudsman areas; c) To draft and publish standard anti-corruption clauses to be included in agreements with third parties, for the use of Purchasing, Proprietary Business, Mergers and Acquisitions, Donations, Sponsorship and other areas, as it deems appropriate, and revise them when necessary. 3.8 Proprietary Business and Mergers and Acquisitions Areas a) To request, when applicable, that clauses protecting Itaú Unibanco in the event of violations of the law, including the anti-corruption law, be included in draft agreements with strategic partners or mergers and acquisitions contracts; b) To perform, during proprietary Mergers and Acquisitions transactions, Due Diligence focused on identifying potential signs of corruption. 3.9 Marketing a) To include anti-corruption clauses in third party sponsorship agreements; b) To establish procedures to obtain information on parties sponsored (Know Your Partner), as per the Illicit Acts Prevention and Combat Corporate Policy Institutional and Government Relations Department a) To include anti-corruption clauses in third party donation agreements; b) To establish procedures to obtain information on recipients of donations (Know Your Donee), as per Illicit Acts Prevention and Combat Corporate Policy Areas Responsible for the Conglomerate s Financial Statements To ensure that the information contained in the Conglomerate accounting and financial statements is fully accurate, in line with the accounting policies issued by the regulatory authorities Audit Committee and Board of Directors To 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. The Itaú Unibanco Code of Ethics also includes guidelines on preventing and fighting all forms of corruption (influence peddling, favors, etc.), reflecting the Conglomerate s commitment to providing ethical and responsible leadership.

3 5. BRIBERY PREVENTION RULES The following items constitute the principles that guide the way Itaú Unibanco Conglomerate acts to prevent and fight corruption: 5.1 Senior Management Commitment The Board of Directors, via Itaú Unibanco Code of Ethics, establishes Itaú Unibanco Conglomerate s 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 s Financial Statements to comply with laws, standards, and regulations in force in the countries it operates, and to accurately and clearly translate 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 corruption risks related to the nature, size, and complexity of its activities. Therefore, the circular letters listed below show the guidelines and procedures that support compliance with this Policy and with anti-corruption practices: 5.4 Risk Assessment - Management of conflict of interests; - Criteria and examples regarding acceptance of gifts, inducements, courtesies and contributions; - Criteria for donations to candidates to political office; - Accounting policies and practices; - Transparency in transactions and information provided to the market; - Risk assessment and mitigation procedures; - Diligence to identify public or private agents; - Monitoring transactions with Politically Exposed Persons; - Governance of relations with Regulatory Authorities, Supervisors and Inspectors; - Clauses in service agreements. The Itaú Unibanco Conglomerate assesses the risks related to the subject of this Policy through its risk management, internal controls and compliance structure, in accordance with the Controls and Risk Management Policy and the Integrated Operational Risk, Internal Controls and Compliance 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 The efficacy of controls must be monitored and assessed periodically, in accordance with the Integrated Operational Risk, Internal Controls and Compliance Management Policy. 6. WHISTLEBLOWING CHANNEL Suspicions or evidence of corruption should be reported directly to the Inspection Office in Brazil. At international units, the whistleblower may 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: Internal Inspetoria External inspetoria@itau-unibanco.com.br

4 Internal Pouch: Gerência de Inspetoria/São Paulo 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 assess the case and take the proper actions. 7. PROTECTION TO WHISTLEBLOWERS a) Managers and employees may not 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) Managers and employees must preserve the confidentiality of 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 managers 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 managers 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. 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 with Stakeholders; Global Reporting Initiative (GRI): S02, S03 and S04 performance indicators; Organization of American States (OAS) Inter-American Convention Against Corruption; Brazilian Criminal Code; Brazil: Administrative Improbity Law No. 8429/92; Brazil: Law on Conflict of Interests No /13; Brazil: Law on Administrative and Civil Liability of Legal Entities No /13; Brazil: TO State Decree No. 4954/13; Brazil: SP State Decree No /14; Brazil: PR State Decree No /14; Brazil: São Paulo Municipal Decree No /14.

5 9.2 Internal Rules Disclosure and Trading Policies; Corporate Ethics Policy; Risk Management and Control; Internal Audit; Compliance with Sarbanes-Oxley Act - Section 404; Illicit Acts Prevention and Combat Corporate Policy; Integrated Operational Risk, Internal Controls and Compliance Management Policy; Corporate Policy on Product Assessment; Relationship with Regulatory Bodies, Self-Regulators, Supervisors and Inspectors; Corporate Policy for Donation to Election Campaigns; Argentina: Política de Prevención Y Combate de Actos Ilicitos; Brazil: Sponsorship and Donations Policy; Brazil: Donations Policy; Brazil: Contracting of Materials, Goods and Services; Brazil: Information Security Risk Management; Brazil: Mergers and Acquisitions Policy; Brazil: Customer Registration Policy; 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; 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: Any action, intentional or otherwise, that implies the suggestion, offer, promise or giving (active corruption) or the solicitation, demand, acceptance or receipt (passive corruption) of undue advantages, financial or otherwise, such as: kickbacks, influence peddling and favors, 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. Retaliation: Any action involving retaliation, persecution, reciprocation, or vengeance performed against managers 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. This Policy was approved by the Board of Directors on October 10, 2014