integrity program

At the beginning of the 21st century, the various international organizations sought to establish supranational rules focused on combating the corruption of public agents and services, aiming at preserving good practices and ethics in dealing between individuals and the public power.

Along these lines, in 1997, in Paris, the “Convention on Combating Bribery of Foreign Public Officials in International Business Transactions” was edited, just as in 2003 the UN edited the “United Nations Convention against Corruption”.

These two conventions, of which Brazil was a signatory, to be integrated into the national legal system, depended on approval by the National Congress, which happened in 2000, through Decree no. 3678 in relation to the Paris Convention and in 2006, through Decree no. 5,687, in relation to the UN Convention.

These two conventions establish, in a general way, that it is the obligation of the signatory countries to create legal instruments capable of allowing the inspection, monitoring, investigation and punishment both of public agents involved in acts of corruption and also of private persons, whether individuals or legal.

As a result of these obligations assumed by the Brazilian government, in 2013 Law 12,876, known as the Anti-Corruption Law, was enacted, which deals with the objective, administrative and civil liability of legal entities for the practice of harmful acts that are committed in their interest or benefit, against public administration, national or foreign.

In addition, seeking to regulate the missing points of the law, Decree 8420 was issued in 2015, which was revoked by Decree 11129 of 2022.

Due to this abundant legislation, it was understood that companies, seeking to demonstrate to the market and public agents, both contractors and supervisors, their commitment to combating corruption, should have internal integrity procedures.

This is because Law 12,876 itself, in its article 7, lists objective criteria that must be taken into account when applying administrative sanctions arising from violations of its terms, and among them is the proof of the existence of these internal integrity procedures.

Art. 7 The following will be taken into account in the application of sanctions:

VIII – the existence of internal mechanisms and procedures for integrity, auditing and incentives to denounce irregularities and the effective application of codes of ethics and conduct within the scope of the legal entity;

Likewise, Decree 11,129 contains the following references to the Integrity Program.

Art. 56. For the purposes of this Decree, an integrity program consists, within the scope of a legal entity, of the set of internal mechanisms and procedures for integrity, auditing and incentives to report irregularities and the effective application of codes of ethics and conduct, policies and guidelines, with the aim of:

I – to prevent, detect and remedy deviations, fraud, irregularities and unlawful acts committed against the public administration, national or foreign; It is

II – promote and maintain a culture of integrity in the organizational environment.

Single paragraph. The integrity program must be structured, applied and updated in accordance with the characteristics and current risks of the activities of each legal entity, which, in turn, must guarantee the constant improvement and adaptation of said program, aiming to guarantee its effectiveness .

Going beyond what the law determines, public entities began to require their contractors, winning companies in bidding competitions, to prove the existence of these internal procedures.

This care seeks not only to protect the bidding entity, but also to demonstrate that the public administration, when hiring private individuals, favors those effectively concerned with combating corruption, which generates a virtuous cycle among all those involved.

In this way, the document that materializes and proves the existence, within the legal entity, of these internal integrity procedures is now called the “Integrity Program”, “Code of Conduct” or “Anti-Corruption Policy”.

It should be noted that this document, called the “Integrity Program”, is intended not only to clarify these internal integrity and audit procedures, but also to define the company’s codes of ethics and conduct.

Therefore, this document has its existence justified by the company’s need to adapt to the determinations of national legislation, as well as to prove before the market and public entities, the existence, within its structure, of internal integrity procedures, which aim to combat the corruption.

Once it is clear what the Integrity Program would be, it is necessary to clarify in this document what are its objectives and its importance within the scenario of the legal entity.

The main objective of this program is to establish, in a clear and documented manner, the company’s internal procedures with regard to combating corruption.

This fight involves both the relationship between the company and its collaborators and service providers with public entities/organs, public agents, national or foreign, as well as with representatives of other private companies.

It is noteworthy that these rules involve not only those public entities and public agents that may have some relationship with the company due to an administrative contract resulting from a bidding process, but any and all situations that require the company’s interaction with them.

This interaction can occur due to an inspection, the need to issue a document, such as a certificate or to obtain information and other services provided by the government that are enjoyed by the company.

Allied to this objective, there is also the need to cultivate, within the company, an anti-corruption culture, which seeks to establish in all employees, from new to oldest, the necessary care to ensure that their interactions with public agents and other companies are always supported by good practices, as well as acting in good faith.

This culture will allow employees to identify suspicious attitudes and situations, sometimes beyond their control, as well as ensure that illegal, unethical and immoral conduct does not arise from them. Here, even everyday situations are highlighted that, in a superficial analysis, may seem harmless and without any harmful capacity, but which are better to be avoided.

Here it is important to highlight that Decree 11,129, in its art. 57, makes it clear which are the evaluation parameters that will be used by the public administration, as shown below.

Art. 57. For the purposes of item VIII of the caput of art. 7 of Law No. 12,846 of 2013, the integrity program will be evaluated, as to its existence and application, according to the following parameters:

I – commitment of the top management of the legal entity, including the boards, evidenced by the visible and unequivocal support for the program, as well as the allocation of adequate resources;

II – standards of conduct, code of ethics, integrity policies and procedures, applicable to all employees and managers, regardless of their position or function;

III – standards of conduct, code of ethics and integrity policies extended, when necessary, to third parties, such as suppliers, service providers, intermediary agents and associates;

IV – periodic training and communication actions on the integrity program;

V – adequate risk management, including its periodic analysis and reassessment, in order to carry out the necessary adaptations to the integrity program and the efficient allocation of resources;

VI – accounting records that fully and accurately reflect the transactions of the legal entity;

VII – internal controls that ensure the prompt preparation and reliability of reports and financial statements of the legal entity;

VIII – specific procedures to prevent fraud and illicit acts within the scope of bidding processes, in the execution of administrative contracts or in any interaction with the public sector, even if intermediated by third parties, such as payment of taxes, subjection to inspections or obtaining authorizations, licenses, permits and certificates;

IX – independence, structure and authority of the internal body responsible for implementing the integrity program and monitoring its compliance;

X – channels for denouncing irregularities, open and widely disseminated to employees and third parties, and mechanisms for handling complaints and protecting whistleblowers in good faith;

XI – disciplinary measures in case of violation of the integrity program;

XII – procedures that ensure the prompt interruption of detected irregularities or infractions and the timely remediation of the damage caused;

XIII – appropriate risk-based steps to:

a) contracting and, as the case may be, supervising third parties, such as suppliers, service providers, intermediary agents, brokers, consultants, commercial representatives and associates;

b) hiring and, as the case may be, supervision of politically exposed persons, as well as their family members, close collaborators and legal entities in which they participate; It is

c) realization and supervision of sponsorships and donations;

XIV – verification, during mergers, acquisitions and corporate restructuring processes, of the commission of irregularities or illicit acts or the existence of vulnerabilities in the legal entities involved; It is

XV – continuous monitoring of the integrity program with a view to its improvement in preventing, detecting and combating the occurrence of harmful acts provided for in art. 5 of Law No. 12,846 of 2013.

In this way, it is clear that the Integrity Program, whenever possible, must cover all the specificities provided for in the decree so that it is well evaluated by the public administration, thus bringing benefits to the company, both by effectively mitigating the risks of acts of corruption , as well as complying with the legislation.

This Integrity Program is aimed at all members of the board of directors, members of the corporate structure, employees, interns, service providers, occasional contractors, outsourced workers, that is, anyone who has a direct relationship with the company CBAA – ASFALTOS LTDA and/or that in some way may come to represent it before third parties.

In this line, it is perceived that this Integrity Program has a comprehensive, homogeneous and indiscriminate destination, and must be followed and respected by all people involved with the company, pursuant to art. 57, I, II and III of Decree 11.129.

It should be noted that the program is applicable to both natural and legal persons and applies to all civil relations that this company may have with people in the public or private sphere.

In order to ensure the correct understanding of this Integrity Program, the definitions of some concepts need to be clarified.

CBAA Group

For the purposes of this Integrity Program, it is formed by the companies below:

• CBAA – ASFALTOS LTDA
  Legal entity governed by private law, registered with the CNPJ under no. 05.099.585/0001-62, headquartered at Travessa Nove de Janeiro, nº. 2155, Fátima, CEP 66060-585, Belém/PA, including its headquarters and all its branches.
• BEST
  Legal entity governed by private law, registered with the CNPJ under no. 83.332.908/0001-20, headquartered in the Industrial District of Ananindeua, Sector C, Qd 08, S/N, Lots 03 to 06 67.035-330 – Industrial District – Ananindeua/PA, including its headquarters and all its branches.

Public administration

It is the set of things and people that seek to manage and serve social interests, divided into direct administration (Union, States and Municipalities) and indirect administration (autarchy, public foundations, public companies, mixed economy companies).

Public Agents

It is every person who provides a public service, whether or not a public official, paid or unpaid, temporary or not.

Client

It is any person, natural or legal, private or public, that this company provides services or sells products.

Collaborators

These are those individuals hired by the company, under the CLT regime, as well as interns, apprentices and temporary workers.

Service Providers/Suppliers

They are legal entities contracted by the company to provide a certain essential service for carrying out its business activities.

Active Corruption

Offer or promise undue advantage to a public official, to determine him to perform, omit or delay an official act.

Passive Corruption

Request or receive, for oneself or for others, directly or indirectly, even outside the function or before assuming it, but due to it, an undue advantage, or accepting a promise of such an advantage.

Bidding

It is the process through which the Public Administration hires works, services, purchases and disposals. In other words, bidding is how the Public Administration can buy and sell.

Money laundry

It is the act of concealing or disguising the origin, destination, nature, movement, ownership of goods, values and/or rights, resulting, directly or indirectly, from a criminal offense.

Financing of Terrorism

It is the act of allocating resources, lawful or not, directly or indirectly, to terrorist organizations, their members, in order to finance the practice of acts.

Financing the proliferation of weapons of mass destruction

It is the act of allocating resources, legal or not, directly or indirectly, in order to finance the production and/or commercialization of weapons with the potential to cause large-scale damage.

As already explained, this Integrity Program seeks to adapt this company to what the following legislation requires

• Decree no. 3,678/2000;
• Decree no. 5,687/2003;
• Law 12.846/2013;
• Decree 11.129/2022;
• Law 9.613/1998;

In this line, with the establishment of this document, the company implements its internal procedures and standardizes its mechanisms of integrity, control and fight against corruption in the scope of its action before the public administration and private individuals.

Once these basic concepts have been established, it is necessary to clearly and conclusively define the posture that all employees and service providers of this company must have when, representing it, they are dealing with public agents, customers, suppliers and the market in general, public or private.

6.1. Corruption and Money Laundering Acts

Any and all suspicious practices or situations that may indicate the occurrence or attempt of an act of corruption, whether passive or active, must be avoided and reported.

This determination, in addition to being a legal and moral obligation of all people, is expressly provided for in art. 5 of Law 12,876.

Art. 5 (…) I – promise, offer or give, directly or indirectly, undue advantage to a public agent, or a third person related to him; II – demonstrably finance, fund, sponsor or in any way subsidize the practice of illicit acts provided for in this Law;

This same understanding applies to acts of money laundering, pursuant to art. 1 of Law 9.613.

Art. 1o Conceal or conceal the nature, origin, location, disposition, movement or ownership of assets, rights or values arising, directly or indirectly, from a criminal offense.

It is noteworthy that such acts are classified as crimes, so that their impacts, in addition to financial and reputational, extrapolate to the criminal realm, so that the people involved are held responsible and penalized in a very personal way.

In this line, the impacts of these acts affect both the company and the public agent and the individuals involved in the situation.

Any denouncement can and must be made through the means made available by the company and defined herein, including anonymously, if the person so wishes, directly to the Ethics Committee.

6.2. Financing Acts for Terrorism and Proliferation of Weapons of Mass Destruction

As a result of the international operations eventually carried out by this company, which end up involving the remittance of amounts abroad, it should be noted that all necessary care must be taken to ensure the correct allocation of funds.

As a result, all payments depend on the preparation and prior signing of international contracts, indicating the parties, providing for their obligations, presenting the object of the contract and the amounts involved.

Furthermore, any and all international payments take place through standard means, through SWIFT, Letter of Credit – LC, Stand-by Letter of Credit – SBLC or other means of Documentary Letter of Credit – DLC, always through internationally recognized banking institutions and high standard.

6.3. Public Agents

The relationship of this company, and consequently, of its employees and service providers, with public agents, must be guided by probity and ethics, through the use of official communication and negotiation procedures.

Here it is important to remember that any public agent, whether political or administrative, as he represents the public administration, must value administrative probity.

As such, all interactions with these agents must take place within strict legal boundaries.

6.4. Third Party Representatives

The hiring of third parties should only happen in the face of a true business need and never for ulterior motives such as personal benefits or the granting of privileges.

In this way, all contracting procedures must be documented, as well as the documentation and history of these third parties must always be analyzed, in order to ensure that they are never involved in suspicious situations.

In addition, these relationships must be formalized through service provision contracts, which will contain a specific clause dealing with the Anti-Corruption Law.

6.5. Suppliers

Even in the company’s private relations with its suppliers, undue advantages cannot be offered or requested in order to create a competitive differential.

In the same way, suppliers that demonstrate their own Integrity Program, to be analyzed before contracting, should be considered a positive differential.

6.6. Tenders and Administrative Contracts

If the company participates in bids, it must respect the determinations contained in the relevant legislation, as well as not act under the terms of art. 5 of Law 12,846:

Art. 5th (…)
IV – with regard to bids and contracts:

a) frustrate or defraud, through adjustment, combination or any other expedient, the competitive nature of a public bidding procedure;

b) prevent, disturb or defraud the performance of any act of public bidding procedure;

c) remove or seek to remove a bidder, through fraud or offering advantage of any kind;

d) defraud a public bidding process or the resulting contract;

e) create, fraudulently or irregularly, a legal entity to participate in a public bidding process or enter into an administrative contract;

f) fraudulently obtain an undue advantage or benefit from modifications or extensions of contracts entered into with the public administration, without authorization by law, in the public bidding act or in the respective contractual instruments; or

g) manipulate or defraud the economic-financial balance of contracts entered into with the public administration;

As a result, any and all interactions between the company and the bidder must take place through legal and official means, so that all suspicious situations/attitudes must be reported.

Here it is also important to highlight that Law 14,133 brought specific provisions related to the Anti-Corruption Law and the need for an integrity program.

The first mention refers to large-scale bids, which must provide, in their announcement, the obligation of the winning bidder to implement, within 6 (six) months, the integrity program, if it does not already have it.

Art. 25. The public notice must contain the object of the bidding process and the rules relating to the summons, judgment, qualification, appeals and penalties of the bidding process, inspection and management of the contract, delivery of the object and payment conditions.

§ 4 In contracting large-scale works, services and supplies, the public notice must provide for the mandatory implementation of an integrity program by the winning bidder, within a period of 6 (six) months, counted from the conclusion of the contract, according to the regulation that will provide for the measures to be adopted, the form of proof and the penalties for non-compliance.

In addition, seeking to encourage the adoption of an integrity program by all companies participating in bids, the existence of an integrity program has become a tiebreaker.

Art. 60. In the event of a tie between two or more proposals, the following tie-breaking criteria will be used, in this order:

IV – development by the bidder of an integrity program, according to the guidelines of the control bodies.

It is interesting to note that the law provided for sanctions, the implementation or improvement of an integrity program.

Art. 156. The following sanctions will be applied to the person responsible for the administrative infractions provided for in this Law: § 1 In the application of sanctions, the following will be considered:

V – the implementation or improvement of an integrity program, in accordance with the rules and guidelines of the control bodies.

Once the bidding is successful, the company’s relationship with the bidding entity must be based on the terms of the administrative contract, nothing other than what is contained in the instrument being accepted.

In this line, any modification in the terms of the contract can only be accepted by the company if the legal means for this have been triggered by it or by the contracting entity so that the contract is amended as necessary.

6.7. Obtaining Licenses, Authorizations and Permissions

All authorization, license, permission or any other document that the company needs to obtain from the public administration, must follow the correct procedures, established in laws, internal rules of the company and/or internal rules of the public body.

In this line, any suspicious act that aims at undue advantage for the release, acceleration or facilitation in obtaining a certain document must always be avoided and denounced.

For this, it is recommended that official and professional (corporate) means of communication are always used, so that the negotiations are always recorded and, if possible, in the presence of other people.

6.8. inspections

Any inspection act, which may eventually be carried out by the public administration, must always be accompanied by representatives of the company, if possible in more than one person, so that the activity can be carried out without major problems.

In the event that direct communication with a public agent is necessary to deal with the case, this contact must be made through official means and whenever possible in the presence of more than one person, in order to curb any shady act, contrary to probity.

6.9. Sponsorship and donations

This company may sponsor events and actions, as well as make philanthropic donations, as long as certain precautions are followed.

Only events and actions, with demonstrated social benefit or directly related to the company’s corporate purpose, but without any political-partisan connection, or with public agents and their family members, may be sponsored or receive donations from this company.

These acts must be carried out with the greatest possible honesty from the accounting, tax and fiscal points of view, so that these payments cannot be made in cash and to individuals.

6.10. Political Donations

Political donations are prohibited under current legislation..

6.11. Lobby

If this company seeks to influence, in a legal and democratic way, any governmental decision-making process, it may do so within the limits of the law, provided that all internal control and registration procedures are respected.

6.12. Benefits (gifts, travel, accommodation, meals, invitations)

Any and all types of benefit may be granted by the company directly to its employees, private sector customers, service providers and suppliers, if and when deemed appropriate.

It should be noted that these benefits can never be provided or funded by anyone other than the company itself, either through request or when offered free of charge by third parties.

However, it is strictly prohibited to grant or receive these benefits to public agents, their relatives, family members or friends.

6.13.Conflict of interests

All members and representatives of this company, whether directors, employees or service providers, must always ensure the best practices in their interaction with public administration, avoiding the emergence of conflicts of interest that may harm the company in the future.

If, after reading this document, any of the persons mentioned above understand that they may have, inadvertently, entered into a conflict of interest situation, they should seek the means of contact set out in this document to explain the situation to the company.

6.14. Hiring public agents or family members and former agents

As a rule, this company does not hire former public agents, their friends, family members or subordinates, however, if such a situation happens to happen, the company must make sure of some issues.

Upon the real need for hiring, through the complete and standard procedure for evaluating candidates, provided that there is no law or contractual provision in any deal in progress or already signed by the company, which prohibits such hiring, and never with the aim of obtaining undue advantage .

The company, through its Personnel Department, must always verify, in the hiring process, whether a candidate for a possible vacancy is related to or has been a public agent, so that such information is registered in the company and the necessary preventive measures can be taken. sockets.

6.15. Money laundry

When it comes to receiving and paying amounts, these acts can only be carried out through the company’s standard means and authorized by law, always favoring the options that best reflect good market practices.

Therefore, priority should be given to payments through the banking system, with the issuance of invoices or receipts and duly backed by written contracts.

6.16. Internal Records

Each and every operation carried out by the company must follow the standard internal procedure, without exceptions, so that all sectors involved, most notably the financial, accounting, tax, personnel, compliance, commercial and management sectors, carry out the due internal records.

These records must always follow the best market practices and those that are most in line with legal requirements.

Once the bases of the Integrity Program have been defined, it is necessary to establish the people involved with its management, which will occur through the Ethics Committee.

7.1. Ethics Committee

The Ethics Committee will be composed of a multidisciplinary team of company employees, as per the composition below.

Member 1: Ligia Senise Ferreira Bussad
Position: Manager of Governance and Management Processes
CPF: 147,429,638-65

Member 2: Janaina Moreira Pedroso
Position: HR Coordinator
CPF: 001.934.012-58

Member 3: Cintia Carvalho Nogueira Veras
Position: Quality Coordinator
CPF: 909.808.672-15

Member 4: Marconi Franco Marcelino de Oliveira
Position: Purchasing Director
CPF: 286.886.352-34

It should be noted that this Ethics Committee has independence and autonomy to apply and monitor compliance with this Integrity Program, responding solely to the top management of the business, pursuant to art. 57, IX of Decree 11.129.

In this line, this Ethics Committee will have the following attributions.

• Provide a reporting channel, including for anonymous issues;
• Provide employees, service providers and anyone with an interest with access to the Integrity Program;
• Obtain from employees and service providers their respective terms of commitment and verification;
• Analyze complaints and take the necessary steps;
• Review the Integrity Program, suggesting improvements;
• Monitor the application of the Integrity Program;
• Always assess the risks of the various activities carried out by the company;
• Conduct internal training on the Integrity Program;
• Keep the company’s board aware of any situations that may have a direct impact on the company;
• Define internal standards for hiring new employees and service providers, under the terms of this Program;
• Define internal standards related to accounting, tax and financial records, to be followed in all situations;
• Define contractual standards, related to the Anti-Corruption Law, which must be followed in the instruments signed by the company;
• Define internal standards for the performance of the company and its representatives in the context of public tenders and administrative contracts;
• Suggest, in a reasoned manner, which disciplinary measures should be applied to those who effectively fail to comply with the determinations of this Integrity Program;

It can be seen that the committee’s attributions aim to systematize, within the company’s daily procedures, the general rules established in this Integrity Program, focusing on compliance with the provisions of art. 57, IV, V, VI, VII, VIII, X, XI and XII of Decree 11.129.

The composition and attributions of the committee may change in future revisions of this document.

In order to guarantee that this Integrity Program will have concrete results for the company, it is necessary that its implementation and use be monitored and charged.

8.1. Internal controls

In order for the determinations of this Integrity Program to be respected, the company must establish, through the Ethics Committee, internal control procedures, as shown below.

8.1.1. Investigation of Complaints

In the event of receiving complaints, it is up to the Ethics Committee to initiate an internal administrative investigation procedure to verify the veracity of the facts presented, identify those involved, measure the size of the problem and the risks arising from the conduct.

Once the non-compliance with this Program is confirmed, the Ethics Committee, through a substantiated opinion, must present its suggestions to the company’s senior management, reporting the internal measures (contractual punishments and those arising from the employment relationship, repair of damages, etc.) and the external measures (formalization of complaint before the police authority and/or inspection and control body).

8.1.2. Hiring and Retaining Employees

The Ethics Committee, together with the Human Resources and Personnel Department sectors, must implement, within their procedure for hiring and retaining employees, questions that clarify whether the candidate has already been a public agent or if he is close to a public agent.

This investigation must be carried out for all new hires, as well as for employees who are already part of the company’s staff, so that management is fully aware of the current situation of the business in relation to this Integrity Program.

If an employee or candidate who fits these situations is identified, the case must be documented and reported to the top management of the business for evaluation. It is also necessary that all employees receive a copy of the Integrity Program, as well as sign the Term of Commitment.

8.1.3. Hiring Service Providers and Suppliers

When contracting service providers and suppliers, the Ethics Committee, together with the sectors involved, must implement, within the contracting procedure, the obligation to analyze any Integrity Program of the contracted companies, as well as, once the contracting has been carried out, disclosure of its Integrity Program.

This measure is necessary in order to ensure that the company will be fully aware of which of its contractors have an Integrity Program, as well as for them to be aware that this company has such a program.

It is also necessary that all providers and suppliers receive a copy of the Integrity Program, as well as sign the Term of Commitment.

8.1.4. Participation in Bids and Administrative Contracts

When the company becomes involved in bidding procedures and/or administrative contracts, it is the role of the Ethics Committee to assist, as necessary, the employees involved in the activity.

Likewise, the sector responsible for managing tenders and administrative contracts should be guided, whenever necessary, on the best practices and care that should be taken in dealing directly with public agents.

8.1.5. Dissemination and Awareness

Internally, the company must make this Integrity Program aware of all its employees and service providers, including making it available, whenever required or necessary, for customers, suppliers and public agents.

In addition, periodic training should be carried out, so that people keep up to date on the program and are effectively aware of their obligations in relation to the fight against corruption.

8.1.6. Periodic Risk Analysis

In addition, it is also the role of the Ethics Committee to carry out a periodic analysis of employees and service providers, both to verify whether they are still attentive, under the terms defined in this Integrity Program, as well as to verify whether any irregular situation has occurred and is no longer reported by those involved.

8.2. Reporting Channel

Seeking to ensure that people will have the freedom and security to report suspicious situations, even anonymously, the company created the reporting channel below.

Click here to access the Reporting Channel.

This is the channel that should be used by people who eventually become involved or become aware of suspicious acts/situations that may violate the terms of this Integrity Program.

Once the complaint is formalized, it will be the role of the Ethics Committee to analyze the case and verify whether it really fits within the parameters defined in this program and in the anti-corruption legislation so that any appropriate measures can be adopted.

The following annexes are an integral part of this Integrity Program.

Click here to access the Term of Commitment.

Click here to access the Evaluation Term.