Code of Conduct

CODE OF ETHICS

Introduction

SuperFrio has its business guided by a set of principles and values that observe ethical and moral standards. All shareholders, customers, suppliers, employees and third parties who report to SuperFrio are responsible for the dissemination of these principles and values, and must conduct the business of and with the company. Seeking customer satisfaction, we encourage the professional growth of employees in daily work. With a focus on results, we seek the continuous improvement of the services provided, through dedication to work, honesty, discipline, planning and organization. This Code of Ethics and Conduct reflects the values and principles of SuperFrio, as well as demonstrates its commitment to the adoption of good corporate governance practices and the highest standards of ethical conduct. The Code of Ethics and Conduct contains the ethical principles and standards of conduct that should govern the performance of all employees and third parties that report to SuperFrio. In specific matters requiring detailed regulation, the standards of this Code of Ethics and Conduct will be complemented by Version 3 4 specific policies and administrative manuals, as well as by observations and circulars related to such policies and manuals. This Code was approved by the Board of Directors of SuperFrio and enters into force on the date of its disclosure, and may be revised at any time.

 

To Whom It Applies

For the purposes of this Code of Ethics and Conduct SuperFrio Armazéns Gerais S/A, its affiliates, controlled and subsidiaries will be referred to jointly as “SuperFrio”. In this sense, this Code of Ethics and Conduct applies to all SuperFrio employees of any hierarchical level, geographical and functional capacity, such as shareholders, directors, employees, interns, apprentices, temps. This Code of Ethics and Conduct also applies to all service providers, representatives, partners, customers, suppliers, public and private entities in relations with SuperFrio (“third parties”). All employees and third parties subject to this Code of Ethics and Conduct have an obligation to know and comply with this Code and to collaborate to facilitate its implementation and must communicate to the Ethics Channel, through the website www.canaldeetica.com.br/superfrio or through 0800 377 8030, if you are aware of any non-compliance with this Code or about a fact that may resemble so, or forward to the Ethics Channel any doubt or questioning related to it and also, to participate in all training to which they are summoned for the proper knowledge of the Code of Ethics and Conduct. The Company's Ethics Committee will ensure correct communication about the Code of Ethics and Conduct and analysis of all inquiries and complaints submitted through the website www.canaldeetica.com.br/superfrio or through 0800 377 8030

Laws and Regulations

All employees and third parties, in the exercise of their duties and/or their professional relations in and with SuperFrio, shall promote the adequacy of their conduct to the applicable laws and regulations, as well as corporate statutes, guidelines, rules and procedures, in in accordance with this Code.

 

Values

Leadership – We build teams that generate high results, providing an environment that constantly encourages self-development and the formation of new leaders.
Integrity – We value the delivery of results and performance with ethical conduct; being able to create a relationship of respect and trust with shareholders, customers, employees and the community.
Ownership – We are engaged in the success of the company, always aiming at the high performance of the teams.
Excellence – We always believe that we can improve our performance.
Resilience – We are able to resist the most stressful experiences without letting it affect our productivity.
Execution – We deliver on what we promise and plan

 

Integrated Management System Policy
In order to develop and direct our business, providing logistics solutions focused on excellence and sustainable development, the SuperFrio group is committed to:

• Satisfaction of our customers, employees and shareholders;
• Safety and health of employees, customers, service providers and the community;
• Environmental preservation, focusing on efficiency projects that aim at positive impacts on the environment and other stakeholders;
• Assurance of quality and safety of products in all carried out operations;
• Compliance with the legal and regulatory requirements applicable to our activities;
• Induction to continuous improvement, developing people, processes and technologies;
• Open, sustainable and transparent relationship with various stakeholders (employees, shareholders, customers, suppliers, service providers, community, public agencies, among others);
• Respect for the human and cultural diversity of workers and municipalities in which we are inserted;
• Protection of human rights.

 

BASIC RULES OF CONDUCT

The ethical principles of the organization, good corporate governance and professional ethics are pillars on which SuperFrio's activities are based. All activities of employees and third parties should always be guided by the values listed above, producing:

Equal Opportunities and Non-Discrimination
It is a basic principle of work at SuperFrio to provide the same opportunities in the access to work and professional promotion in order to avoid any discrimination on the grounds of sex or sexual orientation, race, nationality, religion, origin, marital status or social condition . Therefore, employees who participate in hiring, selection and/or professional promotion processes should be based on objective criteria in their actions and decisions, maintaining an open posture to diversities in order to identify those people most appropriate to the profile and needs of the position to be filled, always promoting equal opportunities.

Respect in the Workplace
Bullying and/or sexual harassment, abuse, intimidation, lack of respect and consideration or any other type of physical or verbal aggression will not be permitted or tolerated in the workplace. Employees who have people under their command should promote and certify that, with the means at their disposal, such situations will not occur in their team. Version 3 7 All SuperFrio employees should promote at all levels and at all professional levels relationships based on respect for the dignity of others, as well as participation, equity and mutual collaboration, in order to contribute to a respectful and pleasant work environment.

 

EMPLOYEE OBLIGATIONS AND RELATIONSHIP WITH THIRD PARTIES

Non-Competition
Employees should prioritize the performance of their duties at SuperFrio and will not be able to provide professional services to competing companies, whether remunerated or not, regardless of the relationship on which they are based. Investments or participation in any security in businesses that compete with SuperFrio or that are directly related to its activities as franchise agreements, for example, during the term of the Employment Agreement and/or Corporate Bond of the Directors, are also not permitted. However, the employee is obliged to maintain confidentiality, on a perpetual basis, including after the termination of the Employment Contract, of all confidential information relating to business secrets to which he has access due to his performance in the company, being obliged not to disclose , exploit or use confidential data, under penalty of characterization of the crime of unfair competition, as provided for in Article 195, item XI of Law 9279/96.

Participation
It is not permitted for any employee or their immediate family members (spouse, children and their spouses, parents and siblings) the participation in companies / organizations that maintain commercial relations with SuperFrio during the term of the Contract. This prohibition also includes participation as a hidden partner in companies in a holding account (de facto companies). The existing holdings before Version 3 8 of the start date of the corporate bond and/or the employment contract with SuperFrio, and which have been declared in writing to the Company prior to the contract, are exceptional from this seal. An exception will be made when such participation, in companies with shares in stock exchanges, when it does not exceed 1% (one percent) of the share capital of the same or under direct approval of the Board of Directors of SuperFrio.

Responsibility
Employees will employ their technical and professional skills, as well as the caution and care due to the performance of their activities at SuperFrio. Particularly and without prejudice to this general rule should: Seek to acquire the necessary training for the best performance of their functions. Subject to internal and external regulations that are applicable, according to the type of operation at the time.

• Comply with internally defined procedures.
• Observe the rules on occupational safety and health in order to prevent labor risks.

Commitment to SuperFrio
Employees should always act in the best interest of SuperFrio, through the proper use of the means made available and avoiding actions that may bring any losses. They shall refrain from using business opportunities that are of interest to SuperFrio in the performance of their duties for their own benefit.

Supplier Relations
The selection of SuperFrio Suppliers is carried out in its own procedure, which values competition, aiming to establish relationships with partners of proven business suitability, duly qualified (technically and legally), willing to act with a high quality standard, under compatible commercial conditions and at reasonable deadlines. Version 3 9 Thus, SuperFrio reserves the right not to select suppliers who are in a critical situation of market default, as indicated by risk agencies such as Serasa Experian, S&P, among others and terminate any business relationship, whenever their interests are not met or when the relationship presents legal, social or environmental risk. Corroborating this view, employees should avoid any kind of interference that may affect their impartiality or objectivity in hiring. Where possible, exclusive relationships should be avoided. The contracting of suppliers and external services should be carried out in accordance with the rules, policies and procedures of SuperFrio, as well as, in compliance with current legislation. In the relationship with companies and employees of the private sector or with public authorities, political parties, offices and public agencies, unions, servants of justice, public employees, among others, both employees of SuperFrio, and its Suppliers are prohibited from requesting or accepting any kind of payment, gift, advantage or benefit, direct or indirect, for operations carried out by SuperFrio, as well as obtaining, in any way, benefit from the position occupied for the benefit of itself or third parties. No employee may request or accept any kind of payment, gift, advantage or benefit in their professional activities at SuperFrio, from customers, suppliers, intermediaries or other Third Parties. No cash payment, gifts, services, entertainment or any benefit or advantage, of value or not, may be offered, directly or indirectly, to any authority or employee of the Government, state companies, municipalities and other public bodies being prohibited by SuperFrio bribery , favoring or influencing acts or decisions of such persons (physical or legal).

Any conduct that may be framed in the above and/or prohibited by applicable laws is in disagreement with the ethical standards and principles adopted by SuperFrio, and, in this sense, SuperFrio does not tolerate any acts of corruption and expects that all its employees and suppliers, by themselves and by their employees, agents or subcontractors, maintain concern about this issue and report any related deviations, through the Ethics Channel of SuperFrio.

customer relationships
No employee may personally accept fiduciary commitments, mandates or power of attorney of clients to carry out commercial operations, nor perform and/or accept any payments or favor, by granting benefits or advantages, customers to the detriment of others, as well as making payments or granting privileges or advantages to public or equivalent employees, whether directly or indirectly, to benefit themselves, which persons of their relationship, the company, or the customers themselves. The use of trademarks, patents, identification signs, owned by our customers will only be used and/or cited by SuperFrio in its promotional materials, marketing campaigns and institutional presentation with prior written authorization from customers. All our employees are responsible for maintaining proper confidentiality of information received from customers.

 

CORRUPTION PREVENTION

corruption
Corruption is defined as the act of offering or promising something to someone in exchange for undue advantage. The 5th article of Law No. 12,846/2013 (“Anti-Corruption Law”), establishes acts considered harmful to public administration, national or foreign for the purposes of that Law. In this sense, all employees and third parties who report to SuperFrio have an obligation to strictly comply with Brazilian anti-corruption laws, including the provisions of Law No. 12,846/2013 (“Anti-Corruption Law”), as well as Law 8,666/1993 (“Bidding Law”). It should always be based on the transparency and ethical principles of this Code, in all relationships, in particular with public agencies and with the competent government authorities. Also in this sense, SuperFrio recommends to its employees that meetings with public agents always take place with the presence of at least two SuperFrio employees, and, afterwards, that a formalization of the issues discussed be carried out. The delivery, promise or offer of any kind of payment, gift, benefit or advantage to any authorities, public servants, employees or executives of companies or public agencies, whether carried out directly to them or indirectly through intermediaries, having as recipient the public agent himself or another person indicated by him. This prohibition applies both to national authorities and public servants, as well as foreigners. Such deliveries, promises or offers may not be made even indirectly, through consultants, suppliers, agents, intermediaries, advisors or other third parties. It is forbidden to offer free gifts and presents to public agents, except advertising gifts of small value, that is, limited to R $ 100.00 (one hundred reais), with prior written authorization from the manager. Employees shall refuse and bring to the attention of the Ethics Committee any request or occurrence of payments, gifts, benefits or advantages involving public or private agents. Version 3 12 Reinforcing the ethical ideal of Superfrio, the Books and Records, as well as, the accounting and expense entries should be carried out in an appropriate manner, in order to avoid ambiguous and fraudulent information. Also in this sense and in accordance with Law No. 9,504/1997, political contributions or donations or any facilitation payments are prohibited. Any donation or charitable contribution must be approved by the Board of Directors of SuperFrio.

Use of Agents, Intermediaries and Advisors
The use of agents, intermediaries and other third parties in transactions or contracts in which, in some way, a public agent, a public agency or a public company, both national and foreign, intervenes, requires the adoption of the measures below: Whenever possible , they will be used as agents, intermediaries or Third Parties, entities of recognized prestige in the market or sector in question and, if possible, top-tier companies. They should implement due diligence mechanisms to know, as far as possible, the intervening people and their employees, in order to choose the most suitable, making sure that they are trustworthy and do not practice activities that may involve risks, economic losses or compromise the reputation and good image of SuperFrio. Agents, intermediaries or third parties should be informed about the SuperFrio Code of Ethics, as well as other related rules and policies. An anti-corruption clause will be included in contracts that are to be signed with agents, intermediaries or Third Parties.

 

OUR BUSINESS

We seek in the market the diversification of the services provided, serving customers in their most different needs. Storage: Multi-temperature storage, Handling, Picking, Cross docking, Freezing / Cold Recovery and Other Special Services. Transport: Own Fleet, Closed Cargo, Transfers and Collections. Co-packer: Labeling of domestic and imported products, Assembly of Kits / Packing, Shrink, Filling and Inspection.

 

PROPER USE OF COMPANY ASSETS

By company assets we understand: information and intellectual property rights (products of your work); know-how; technical data; accounting information; financial results; business opportunities; surveys; products; trademarks; patents, inventions, improvements; emblems and acronyms; advertising expressions; creations of a literary, artistic or scientific character; systems; originating or derivative computer programs; integrated circuit (layout or chip) or any other intellectual creation; time at work; equipment; machines; vehicles; computers; software; information; company dependencies and inventory. All employees and related third parties shall ensure that the company's assets are used effectively, and strictly comply with the standards that are established by the Information Technology department; to give special protection to information systems by taking appropriate measures for their security; and comply with the specific rules on the use of e-mail, internet access or other similar means made available to you, for the purpose of not using them inappropriately. The company has machines, equipment and Internet access, intended exclusively for use at work, being in accordance with internal standards. It is the duty of employees and related third parties to ensure the proper functioning and proper use of these and also to protect the physical and intellectual property of the company. The information technology resources – IT (telephony, e-mail, internet, corporate network, fax machines, copier, floppy disk or compact disk, etc.) are owned by SuperFrio and should be used for the interest of its business. Thus, the use of IT resources should be restricted to the conduct of business of the company and may not be used for requests or communications from personal, commercial or private enterprises, religious or political causes, for external or non-work-related organizations, which is why all IT resources are properly monitored by SuperFrio. Employees may only use approved means of communication. For example, employees with corporate email accounts should use them to send and receive work-related emails. As with all communications, employees must ensure that electronic communications are done professionally. It is strictly forbidden to use unauthorized software (pirates) on computers, notebooks and mobile phones made available by the company as work tools. The resources and company assets shall not be used to download, copy, store, or even create, transmit or distribute any company-owned material or pornographic, offensive, defamatory, obscene, discriminatory, inappropriate or non-employee content. SuperFrio's technology should not be used to download, copy, store, create, transmit or distribute materials that may violate copyright, license restrictions, or other intellectual property rights. An employee who receives this type of material from another SuperFrio employee must report the matter to his or her superior or the Human Resources Department. All messages, data, and information written, sent or received through electronic system are the property of SuperFrio, and not of the employee, so that the privacy and confidentiality of this material cannot be presumed or ensured. Thus, under the law, SuperFrio reserves the right to store, review, audit, intercept access, monitor, initiate and disclose communications, including messages created, received or sent through electronic systems, either on the employee's own hard drive or on a SuperFrio server , without the employee being notified. Any actions taken to prevent SuperFrio from accessing such information are prohibited. In general, employees should maintain professional confidentiality of data and non-public information that they gain knowledge in the exercise of their professional activity. Furthermore, everything that is produced, created or developed by employees in the exercise of their professional activities is the property of the company, even after the end of the employment or contractual relationship, not being allowed to erase, destroy or make available to others or store it and / or use it in personal devices and equipment. In addition, it is worth noting that the creation, affiliation, participation or collaboration by employees in social networks, forums or blogs on the Internet, in any means of written or virtual communication, and the opinions or manifestations that are issued, will be made in a way that its strictly personal character is clear, being expressly prohibited the association of the SuperFrio brand with the image of employees in the media mentioned above such as, but not limited to, Facebook, Instagram, Whatsapp, Twitter, Blogs and Messenger. In any case, employees will not be able to do so at SuperFrio's access facilities.

GIFTS
Gifts are not considered as employee's personal assets, but belong to SuperFrio or customers. The acceptance or offering of free gifts and presents will only be allowed in the following situations: a) Small advertising gifts, ie limited to R$ 100.00 (one hundred reais), may be offered and/or accepted by employees and third parties, provided that previously authorized in writing by their manager; b) The gifts received by the employees, with a value above R$ 100.00 (one hundred reais) must be forwarded to the Human Resources Department, which will arrange the return to the sender, raffle of it, among all employees of SuperFrio, donation to charity, or any other appropriate action under this Code. c) Occasional gifts for justifiable and exceptional reasons (such as Christmas or wedding gifts), provided that they are not in kind and are within the limit provided for in item “a” above. Any invitation, free gift or present that, by its custom, characteristics or circumstances, may be interpreted as being made with the intention of affecting the impartial criteria of the recipient, shall be refused and brought to the attention of the Ethics Committee, through the Ethics Channel.

 

HEALTH AND SAFETY

SuperFrio's principle in its operation protects the health and safety of its employees, customers, suppliers and partners. Professionals working at SuperFrio have the responsibility to know the internal safety standards, to properly use the protective equipment and to ensure the prevention of accidents. No professional may breach occupational safety standards. No task should be performed without the safety conditions indicated by SuperFrio in the entrance training and periodic training regarding work safety. Work under the influence of illegal drugs or alcohol will not be allowed, under penalty of the person responsible for serious misconduct, because the consumption of illegal drugs or the harmful use of alcoholic beverages compromises health and professional performance, harming the work environment, and may even lead to termination of the employment contract. It is the duty of each of SuperFrio's professionals to report unsafe conditions, violations of safety rules or situations that could endanger the life of any person. It is the company's norm: – Perform its activities in accordance with current legislation, and must be strictly interpreted and observed. – Provide working conditions that ensure the maintenance of the health, protection and safety of employees, partners and customers. Focusing on security, the company has monitoring cameras spread across various sectors, thus avoiding future and unnecessary inconvenience to employees, customers and partners. It is the duty of employees and Third Parties: – To comply with the Occupational Safety Standards (laws and regulations), as well as the internal rules (manuals and policies) applicable to their activity. – Proceed in accordance with the guidelines contained in Training and Work Orders received. – Always show a professional conduct integrity, impartial and honest, and should refrain from participating in illegal or immoral activities. – Do not work in Operation and Maintenance services using adornments. – Do not use mobile phones and/or cameras during the workday. – Preserve the company's assets. – Do not operate machinery, vehicles and equipment without proper training.

 

LABOR STANDARD

Forced Labor – Under no circumstances shall the company use or otherwise benefit from forced or compulsory labor. Similarly, the use of slave labor is expressly prohibited, as well as the use of physical punishment, confinement, threats of violence, or other forms of harassment or abuse as a method of discipline or control.
Child Labor – The use of child labor by the company is absolutely prohibited. Child labor is understood as one that is dangerous or harmful to children, mentally, physically, socially or morally, or that interferes inappropriately with their educational needs. Thus, SuperFrio promotes the prevention and eradication of child labor and takes care of the principles assumed by companies committed to the protection of children and adolescents. Among the commitments stand out: Say no to child labor, not employing children under 16 years old, except as apprentices and only from the age of 14 years old on. Respect the young worker, not employing minors under 18 years in nocturnal, dangerous or unhealthy activities. Warn suppliers, through a contractual clause or other instruments, that a proven report of child labor will cause a breach of the business relationship.

SuperFrio supports and respects human rights by adopting policies and practices that contribute to the eradication of child labor, slavery, forced or compulsory labor and the sexual exploitation of children and adolescents.

Working Day
The company ensures that the work performed by its employees complies with the laws in force, as to the number of hours and days worked. As regards Overtime, they are carried out within the limit permitted by law. To do so, it is the duty of employees:
– Strictly comply with their working hours, as established in the contract or by their immediate superior.
– Perform overtime work only with the prior authorization of your immediate superior.
– Must present, in case of absence for health reasons, health certificate properly signed by the doctor. The document must be presented to your Superior Or Human Resources within 48 hours (Forty-Eight hours). If the employee does not present the certificate, the unworked day will be deducted from their wages.
– Register your entrance, exit and meal brake through the electronic point machine, being forbidden for another person to pass the card or digital. Freedom of Association Employees have the freedom of choice as to the organizations they want to join.

The Company must respect and recognize the right of workers to join and organize collective bargaining associations of their own choosing. Employees may not be intimidated or harassed in connection with the exercise of their right to either join or not join any organization.

 

SOCIAL RESPONSIBILITY

Concerned, the company propagates among employees and third parties the importance of voluntary work, emphasizing that each employee donates time according to their availability to social causes, without placing this type of work as a rule or mandatory.

 

CONFIDENTIALITY

We commit to keep the technical, business and commercial information agreed with our customers in strict confidence. Do not disclose in any form information related to new technologies and/or product launches. The commercial use or the use for personal benefit of any information received from our customers without the prior written consent of the customer or the company itself is prohibited. Confidential information must in no way be disclosed, falsified or hidden, the employee or third party who does so will be subject to punishment in accordance with SuperFrio's rules and policies and current legislation.

 

ETHICS CHANNEL

The Ethics Channel, implemented by SuperFrio, pursuant to Article 42 of Decree 8429/2015, is operated by an independent company, and must be accessed through the website www.canaldeetica.com.br/superfrio or through 0800 377 8030, through which employees and/or third parties may report any irregularities or facts that are in disagreement with this Code, with current legislation, or other rules and policies of SuperFrio, such as fraud, theft, damage to property, misappropriation, favoritism, manipulation of information or any other crime. For referral of the complaint, it is not kept mandatory to identify the whistleblower and all data received will be confidential, in accordance with the Ethics Channel Policy, to avoid any kind of retaliation to the whistleblower. We count on the collaboration of all for the dissemination of the Ethics Channel. The employee who, having become aware of any transgression, does not inform it, this will also be considered as an unethical attitude and subject to the application of disciplinary measures provided, in addition to any reparation for losses and damages eventually suffered by SuperFrio due to the omission.

 

ETHICS COMMITTEE

The Ethics Committee is composed of at least three representatives from different areas of SuperFrio, who manage this Code. The Ethics Committee is responsible for disclosing and ensuring the understanding of the document, regularly evaluating its applicability, making any updates or corrections, judging cases of non-compliance with its principles, which will be received through the Ethics Channel, and ensuring the application of appropriate measures.

 

PENALTIES

The penalties applicable to non-compliance with this Code of Ethics and Conduct, our policies, standards, or current legislation, will apply in accordance with SuperFrio's Consequences Management Policy, approved by the Company's Ethics Committee, which may result in:
For employees:
• Letter of guidance from the Committee;
• Verbal warning;
• Written warning;
• Suspension;
• Shutdown;
• Disciplinary actions, including termination of employment, depending on the nature and severity of the infraction. Disciplinary measures related to each type of violation shall be established on the basis of the analysis of the impact and recurrence of unethical conduct;
(In the event of violation of the Law, civil and/or criminal penalties may be imposed by a government agency or a court.
For Third Parties:
• Auditing;
• Out-of-court notification;
• Suspension;
• Blocking;
• Interruption/Closure;
• Fines.

 

CONSIDERATIONS

This Code of Ethics and Conduct contains information and also tips on attitudes that SuperFrio expects to find in employees and third parties. They must look after the company and its name, as well as its customers, not letting other employees and third parties harm the image of all. The Code of Ethics and Conduct does not answer specific questions, so when questions arise, Coordinators, Managers and Directors should be consulted.

Full compliance with this Code also by third parties is a fundamental condition for SuperFrio, so it reserves the right, at any time, to perform auditing to verify that third parties are complying with the guidelines of this Code or the legislation applicable to its operations. In the event that SuperFrio becomes aware of any actions or conditions that violate this Code, SuperFrio reserves the right to require corrective measures from the Third Parties, and, if so, the third party's disregisterment and the termination of the contract entered into between the parties , without charge or any penalties for SuperFrio.