Compliance and Conduct Policy

1. Introduction

Geonoma’s current Conduct and Compliance Policy aims at establishing the conduct expected from its community. This document reflects Geonoma’s public commitment to maintaining the highest standards of honesty and integrity, and to complying with regulations that are anti corruption, bribery, and other frauds, in all its operations and relationships.

2. Application

The rules and principles described in this Policy are applicable to Geonoma, encompassing its presidents, counselors, directors, committee members, and employees, regardless of title or position, as well as service providers, suppliers, clients, business partners, consortium member, and anybody who maintains commercial relationships or acts in its name.

3. Our Commitment

Geonoma has a daily commitment to the ethics and integrity of its business, in compliance with the law, anywhere in the world. Additionally, Geonoma is  guided by its respect to people, seeking to promote a healthy and cooperative environment. To do so, we support the principle of open dialogue and of cooperating with society, clients, shareholders, and employees themselves.

Geonoma's community declares its commitment to:

• Complying with the laws, decrees, and regulations that are anti-corruption, anti-bribery, especially, but not limited to:
  • Law No. 12.846/13 (Anti corruption);
  • Decree No. 8.420/15;
  • Law No. 12.683/12 (addressing Money Laundering);
  • Law No. 12.529/11 (addressing Competition Defense); and
  • Law No. 8.666/93 (addressing Tenders).
• Prohibition and zero tolerance to corrupt, fraudulent, coercive, extortionate, blocking and obstructive practices, active or passive, both on a national or transnational level;
• Ensuring that counselors, shareholders, managers, employees, and business partners observe the current legislation, as well as policies and processes, so as to make sure that the highest standards of integrity, loyalty, ethics and transparency are adopted during the execution of their duties and of the activities carried out by third parties on their behalf;
• Ensuring human and material resources for the complete and effective functioning of Geonoma's Compliance Program;
• Ensuring that no manager, business partner or employee is punished by retaliation, discrimination or disciplinary action for reporting, in good faith, violation or suspicion of violation of this policy, or for refusing to participate of a violation, even if such refusal could result in the loss of a business deal for the organization;
• Encouraging people to report, in good faith, to applicable communication channels, any matters regarding a sign of inappropriate conduct, undue requests, and conflict of interests by a manager, employee, public official, or business partner, without fear of retaliation;
• Make people aware of what consequences are established in the disciplinary process for offering, promising, receiving, allowing, paying, authorizing, or providing bribery, corruption and money laundering;
• Conducting investigation of suspicions or violations while assuring confidentiality and recordkeeping, concluding the proceedings with the due disciplinary action, assuring isonomy in the treatment of all employees;
• Ensuring a reasonable continuous and up-to-date process of raising awareness and training in the policies and procedures, proportional to the continuous management of the risks involved;
• Implementing, maintaining and continuously improving a management system capable of preventing, detecting, and responding to the goals of Compliance and integrity;
• Respecting all individuals regardless of their hierarchical position, origin, ethnicity, culture, age, social level, physical condition, religion, or sexual orientation, with any and all forms of discrimination being strongly repulsed;
• Maintaining a relaxed work environment that encourages interpersonal relationships between employees. Authoritarianism and other pressures resulting from the hierarchy between job titles, which exists to separate job functions,  are not encouraged;
• Promoting an environment that allows all employees to feel comfortable to expose their ideas and suggestions for improving work procedures;
• Ensuring the right to individual political expression pursuant to the current legislation, as long as it takes place outside the workplace and not within working hours, without involving Geonoma's name or resources;
• Ensuring individual freedom of speech within the limits allowed by the Brazilian legislation, and always grounded on respect.

4. Conduct Guidelines
Although it is not possible to address all potential scenarios, this document describes the behavior guidelines that must be followed in some of the scenarios when it comes to the most common compliance topics. In case of doubt, the employee or third party must reach out through the Communication Channel to request help.

4.1. Meetings with public officials
Seeking transparency in its relations, Geonoma establishes that all meetings carried out with public officials about institutional/commercial matters must be linked to the professional's schedule and formalized in records for analysis and control by the Compliance sector.

4.2. Gifts, Rewards and Hospitality
Any gifts, rewards and hospitality must have a legitimate business-related goal in order to be given or received, so as not to be perceived as bribery, payment, influence, and other inappropriate advantages.

The following are authorized:

• Gifts/Rewards: Employees can offer and receive, as long as not forbidden by law, institutional/promotional gifts and rewards. Gifts are understood as institutional items of symbolic value, such as calendars, pens, notebooks, and related items. Gifts and rewards must be limited to the value of R$ 300.00 (three hundred reais) and only up to twice a year. Employees cannot receive gifts in cash, even if inferior to R$ 300.00 (three hundred reais); bank transfers, cheques, and vouchers also fit the restriction;
• Hospitality during the execution of projects: Travel, accommodation, meals and other forms of transportation must be limited to those specified in the service agreement;
• Meal expenses during activities of institutional representation: The limits of meal expenses must follow what is specified in Geonoma's Field Expenses Policy, and the expense report must be trackable and linked to the institutional and commercial agenda;
• Events, training and/our courses sponsored by third parties: All offers made to a Geonoma employee by a partner, supplier, client, or third party, must be communicated to the Compliance sector for assessment. These shall not be allowed when there are signs of an individual being favored or receiving inappropriate advantage.
  
  Geonoma forbids gifts and rewards worth any amount, goods or services, to be offered to or received by an employee or public official, their family members or similar, whether directly or by means of a third party.
  
  Situations of gifts, rewards and/or hospitality being offered or given, regardless of the amount they are worth, as well as doubts regarding such cases, must be communicated to the Compliance sector for assessment and approval, through the Communication Channel.

4.3. Sponsorships and Donations

Geonoma's donations and sponsorships, when and if such occur, must be made in response to transparent and controlled written requests, and can only be made to reputable legal individuals, institutions, and agencies that are duly regularized. Donations must be verified and assessed by the Compliance sector, preceded by due diligence, so that it can, at last, be approved by the Director's Board. The entire accountability process must be submitted to Compliance to ensure its full traceability.

Donations to charity, such as in support of and to care for homeless individuals, vulnerable minors, nursing homes for the elderly or the physically/mentally impaired, education and culture, as well as sponsorship of events whose profit is for charitable purposes, can be made when motivated by legitimate charitable purposes. These donations must be made to the charity organization/institution/agency with a philanthropic mission or legitimate purposes.

Donations in goods, machines, and equipment for the use and execution of routine tasks or responsibilities of the public official, are forbidden. When the activities in the agreement demand interaction and activities in the facilities of the public agency, eventual equipment allocated for the fulfillment of the tasks Geonoma was hired to do will have their own activity record, according to internal controls. Discarding and disposing of goods must be documented and registered with the Accounting department, to be directed appropriately.

Donations must never be carried out with the purpose of influencing decisions, or be linked to an opportunity or moment of a tender and/or Geonoma's services being hired.

Sponsorship for events with the purpose of promoting technical methodologies, project releases, studies, research, institutional brand reinforcement, or education, can be made by means of a written request. The actual occurrence of the sponsored event must be proved by providing evidence such as: invitations, photos, videos, and participant and guest lists, and must allow full accounting traceability.

Compliance must assess each and every sponsorship or donation, regardless of the amount, for later approval of the Board of Directors, as applicable.

4.4. Corruption and Actions Agains Public Administration

Actions taken by employees, partners, or shareholders representing the company in their interest or benefit against the national or foreign public administration are contrary to the company's commitment to integrity. Such actions may result in the company's liability, and therefore, these are strictly prohibited:

• Promising, offering, or giving, directly or indirectly, undue advantage to a public official or a related third party, for the purpose of expediting administrative actions, obtaining licenses, authorizations, permissions, or upon being subjected to inspection;
• Demonstrably funding, paying for, sponsoring, or, in any way, endowing the execution of illegal acts;
• Defrauding public tenders of contracts arising from them;
• Fraudulently obtaining undue advantage of benefit by modifying or prolonging contracts entered into with the public administration, without authorization by law, in the tender documents or respective contractual instruments;
• Manipulating and defrauding the economic-financial balance of the agreements entered into with the public administration;ública;
• The involvement of any employee with activities that condone with the "laundering" of resources arising from any type of criminal activity. Before establishing business relations with third parties, due diligence results must be assessed with the goal of learning the reputation and legitimacy of their activities;
• Employees are forbidden to make any contributions, of any amount, goods, or services, in the name of Geonoma, to campaigns or political causes, public entities, or social organizations, except when authorized by law.

4.6. Anti-Corruption Clause

All legal agreements entered into by Geonoma must possess the Anti-corruption Clause, and it is the duty of the party involved in hiring to assure that this clause is inserted in all agreements, and that the hired party is aware that complying with this Policy is mandatory.

4.7. Confidentiality

Employees or third parties must be committed to maintaining confidentiality of all the Confidential Information, understood as those obtained from their relationship with Geonoma. The Confidential Information cannot be communicated or discussed with third parties, neither copied nor used for personal purposes or any other purpose not related to the activities carried out in favor of Geonoma.

The confidentiality of information must be respected at all times, including after their relationship with Geonoma has been terminated.

4.8. Communication with the general public

With exception of the Directors, no person is authorized to communicate on behalf of Geonoma, to the press or to the general public. Any requests for information received must be communicated to the President’s Office. Similarly, it is not allowed to link the company’s name to personal social media posts.

4.9. Personal data protection

The execution of Geonoma's activities might require receiving personal data, which shall be treated pursuant to Law No. 13.709/2018 (Personal Data Protection Law). In this sense, good practices of personal data protection must be adopted, including a preliminary request for consent when legally required, and the appropriate storage of data.

4.10. Conflict of Interest

The occurrence of any situation that can be understood as a conflict of interest must be reported to Geonoma’s President’s Office. Examples of conflict of interest are:

• The existence of a romantic of family relationship between any employees;
• The existence of a romantic or family relationship between an employee and a hired party or an employee of a company hired by Geonoma;
• Providing paid services to companies that may be considered competitors to Geonoma, or that may have conflicting interests.

4.10. Financial Statements

Geonoma respects and complies with accounting legislation, norms, and principles, therefore its financial statements must be accurate, complete, and truthful. All financial and accounting transactions must be duly approved, registered, and supported by corroborating documentation.

Inadequate, fictitious, ambiguous, or fraudulent accounting postings, which could conceal or otherwise cover up illegal payments, are not allowed.

4.11. Concorrência

Geonoma’s commercial policy is that of encouraging and practicing fair competition. Therefore, it is expected that all employees act according to the guidelines established by law against any sort of restriction to competition.

Agreements and conducts with the goal of or which could in fact prevent or restrict competition, are forbidden, including formal and informal agreements that may:

• Frustrate or defraud, through collusion, combination, or any other means, the competitive nature of public or private bidding processes;
• Prevent, disrupt, or defraud the execution of any act in a public or private bidding process;
• Removing or attempting to remove a bidder by fraud or by offering them any kind of advantage;
• Trade or allow the trade, with a competitor, of commercial or competitively sensitive information, encompassing, but not limited to, those consisting of paper or electronic files (text, sheet, graph or image) and that address: prices, profit margins, price readjustments, disaggregated market shares, and any data that indirectly provides market share (disaggregated revenues, production capacity, idle capacity, and other related estimates), investments and expansion plans, costs, strategic planning, future acquisition plans, marketing strategies, detailed information about operational regions, negotiation conditions, customers and secured discounts, suppliers, contract terms, technologies employed or under development, number of employees, training and salaries, efficiency of physical capital, acquisition and merger plans, trade secrets, specifications regarding intellectual property assets, or any variable that partially or entirely consists of the company's know-how, including non-public information about trademarks, patents, and research and development.

5. Hiring or partnership procedures

5.1. Employees

Geonoma maintains procedures and reserves the right to conduct due diligence, reasonably and proportionally, before hiring or promoting employees who display higher exposure to Compliance risks.

Hiring a Politically Exposed Person (PEP), or a supplier or service provider whose staff contains a PEP, must be preceded by due diligence, Compliance evaluation, and the President’s approval.

5.2. Suppliers and Third Parties

Upon hiring third parties or establishing a partnership relation with individuals or companies, those who fit in the categories below must undergo a process of due diligence:

• Providing services or supplying materials worth R$ 10,000 (ten thousand reais) or more;
• Hiring third parties who will act in the name of Geonoma before clients or the general public; and
• Any other situation understood as being more exposed to risks.

In such cases, it is mandatory to fill out a Compliance Evaluation Form for Third Parties (simplified or comprehensive, depending on the risk analysis) and acknowledgment of the present Policy.

5.3. Merges, Acquisitions and Corporate Restructuring

Geonoma anticipates the execution of due diligence procedures prior to any merger, acquisition, or corporate restructuring, with the goal of checking whether the other company, partner, or shareholder were or are involved in harmful acts against the national or foreign public administration, and whether they have vulnerabilities that pose risks to integrity.

5.4. Consortia

Due to the size of the projects, Geonoma might participate in bidding processes as a consortium, whether as a leading member or not. The consortium is established solely for the purpose of combining technical-operational capabilities and sharing financial risks due to the required contributions throughout its execution.

Due diligence procedures are applicable prior to any consortium procedure, with the goal of checking whether the other company and/or its partners or executives were or are involved in harmful acts against the national or foreign public administration, and whether they have vulnerabilities that pose risks to integrity

6. Violation to the Compliance and Conduct Policy

Violations to this policy must be immediately reported to the Communication Channel and treated with severity, resulting in the due penalties being applied. No employee shall escape the disciplinary penalties, regardless of his/her position in the company.

As for third parties, such violations shall be considered a breach to the agreement, subject to its termination.

It is worth mentioning that one employee, third party, partner, or supplier alone can harm the company’s reputation and result in severe penalties to Geonoma, besides causing it financial losses.

7. Communication Channel

Geonoma has a direct communication channel available to employees, third parties, and suppliers, as well as other parties that interact with the company. Its goal is for any attitude, behavior, or practice violating this Policy to be reported.

The verification of the reports are carried out in compliance with the pillars of secrecy, protection of the reporting party, and efficiency.

Geonoma forbids any form of retaliation, and such acts, when identified, must be immediately reported. Upon confirmed, appropriate disciplinary measures shall be applied.

Complaints can be submitted to the following: 

Website page: https://geonoma.eco/en/compliance.

E-mail: compliance@geonoma.eco.