Code of Ethics, Conduct and Anti-Corruption

Code of Ethics, Conduct and Anti-Corruption
Principles
This SPHERE IT Code of Ethics, Conduct and Anti-Corruption reflects the commitment to achieve business objectives with social responsibility, valuing its relationship with shareholders, employees, customers and suppliers, preserving the environment and contributing to the development of the communities in which we operate .
The Code is based on SPHERE IT's business values and supports the search for good corporate governance practices, for transparent, objective and timely communication, and for actions and decisions always carried out with responsibility, quality, honesty, trust, respect and loyalty.
It is the duty of all SPHERE IT members (managers, partners, collaborators, interns, in all SPHERE IT units) to comply with and enforce the provisions of this Code, with leaders being assigned the additional duty of disclosing and ensuring compliance with said document in their respective workspaces.
Therefore, it is understood that conduct that may characterize a violation of any of the principles of this Code, as well as those that do not comply with laws and ethical standards of society in general, will be considered serious faults.
The Code is valid indefinitely. It is made available to all members of SPHERE IT, who cannot claim, under any circumstances or under any argument, lack of knowledge of the guidelines and principles contained therein.
Corporate Values
The practice of our Corporate Values unites and shapes our attitudes, enhancing our results and ensuring the perpetuity of the Company.
Vision
To be a reference in professional commitment and quality within our market segment.
Mission
Fully meet the needs of our customers making them much more efficient through innovative products and services.
Values
Technical and professional commitment; Excellence in the services provided; Ethical relationship; Promote actions of a cultural and social nature aimed at sustainability; Always innovate.
- SPHERE IT conducts
1.1 With its members and administrators
- a) No form of discrimination is tolerable, whether by religion, philosophical or political conviction, nationality, family economic situation, origin, sex, color, ethnicity, disability, age, obstetric status, sexual preference, biotype, health status or marital status.
- b) Any type of harassment within the scope of the Company is strictly prohibited, especially those of a moral and sexual nature, involving any verbal or physical conduct of humiliation, coercion or threat to Company members, or the creation of a hostile professional environment that, unjustifiably, interferes with individual performance or affects the work conditions of the person involved.
- c) When hiring and as long as there is an employment relationship with the Company, people who are directly related to another employee (s) must ensure that there are no conflicts of interest.
- d) Employees' freedom of association with any legitimately constituted class entities is guaranteed, as well as the effective right to collective bargaining.
- e) The existence of any form of child, forced or compulsory labor within the scope of the Company is prohibited.
- f) The Company must not relate to companies that practice child, forced or compulsory labor, whether they are suppliers, service providers, customers or partners.
- g) It is unacceptable to have any form of protectionism or privilege in the relationship between leader and followers.
- h) The privacy and confidentiality of personal information must be respected.
- i) The Company must provide a safe and healthy working environment and conditions.
- j) Prevention, especially with regard to health and safe working conditions, must take precedence over corrective actions.
1.2 With its shareholders and the market in general
- a) The relationship of the Company with its shareholders and investors must be based on the rules in force and on the precise, transparent and timely communication of information that allows them to monitor the activities of the Company and evaluate its performance and potential.
- b) SPHERE IT must generate and maintain its records and accounting information in strict consistency with existing legislation, standards and best practices, allowing a reliable basis for evaluating and disclosing its operations.
1.3 With your customers, suppliers, partners and Governments
- a) The Company must always conduct its negotiations with honesty and ethics, both with customers and with suppliers, partners and Governments.
- b) The decisions of hiring suppliers and partners must be guided by objective criteria that cover all the fundamental aspects of the selection, among them, technical compliance, performance, quality, price and payment terms, terms, guarantee conditions, risk, conditions after-sales service and whatever is most relevant in each case.
- c) The Company must not take actions that may damage the image of its customers, suppliers, employees, partners and Governments.
- d) SPHERE IT must adopt, in its interactions and business practices, in any situation, the highest ethical standards and integrity in business, which includes fully complying with the applicable legislation and the principles and values of SPHERE IT, as well as its applicable policies and procedures.
- e) SPHERE IT's relationships with government officials, public authorities or political parties must be based on transparency, honesty and ethics, in order to ensure integrity and sustainable relationships with the authorities of the Executive, Legislative and Judiciary powers, at the municipal, state (regional) and federal (national) of the various countries, always respecting the laws in force.
- f) SPHERE IT must maintain absolute political neutrality and not make contributions, in any form, to political parties or organizations or to candidates for elected office.
- g) All bidding processes with the Public Administration must be conducted under the direct supervision of a member of senior management.
- h) All measures related to the execution, extension and alteration of administrative contracts can only be authorized by the Senior Management of SPHERE IT.
- i) SPHERE IT will not establish commercial relationships with companies that, admittedly, do not observe ethical standards compatible with those of SPHERE IT.
1.4 With competitors
- a) It is not permissible to use illegal or unethical methods to obtain information about competitors, such as business secrets, inducing the disclosure of confidential information by its employees or theft of confidential and confidential information, among others.
- b) SPHERE IT must not adopt actions that may damage the image of its competitors, as well as its products and services.
1.5 With the environment
SPHERE IT must prioritize preventive action with regard to environmental challenges, acting responsibly and timely in the management of potentially existing environmental disputes and liabilities.
SPHERE IT must act preventively in relation to potential risks to the environment and to the health and safety of people, avoiding waste and adverse events and giving preference to the use and consumption of socially and environmentally responsible products and services, taking into account all the product life cycle and supply chain working conditions.
SPHERE IT must reduce consumption, reuse materials and products and, when this is not possible, properly dispose of waste.
1.6 With legally constituted employee representation entities
SPHERE IT recognizes the right to collective negotiation of its employees' work and must always act with integrity in the processes of communication and discussion with the respective legally constituted representative entities, always in full compliance with applicable laws.
1.7 Conflict of interest
- a) Members of SPHERE IT have a duty of loyalty towards it, and must defend its legitimate interests whenever necessary, basing their behavior on attitudes that do not jeopardize SPHERE IT's image and financial and property security.
- b) The private interests of SPHERE IT members must not interfere with SPHERE IT's interests. In this sense, any and all relationships that present or appear to present a conflict of interest between SPHERE IT and its members must be avoided, including conflicts involving their family members or people of their close relationship, both professional and personal.
- c) Members of SPHERE IT cannot have economic or financial interests in a competitor, customer, distributor or supplier, to the extent that such interest may influence or appear to influence their actions carried out on behalf of SPHERE IT.
- d) In the event of a situation that represents or may represent a conflict of interests or a situation in which it is not possible to avoid such a conflict, the SPHERE IT member involved must formally take the matter to the board, fully reporting in writing all the circumstances related to the case.
- e) Members of SPHERE IT considered a Politically Exposed Person, according to the COAF classification, must formally take the matter to the board, fully reporting the situation in writing.
- f) Members of SPHERE IT are prohibited from requesting gifts, gratuities, meals, freebies, courtesies or any other advantages, both for their own benefit and that of family members or people close to them, whether professional or personal.
- g) In the event or on the verge of contracting public agents and their family members, such information must be formally taken to the board of directors, to avoid situations of conflict of interest.
- h) Members of SPHERE IT, except when clearly not representing a conflict of interest, cannot work for or receive remuneration for services provided to any competitor, customer, distributor or supplier.
- i) It is forbidden to carry out work that is not related to SPHERE IT's activities, characterized as extraneous work, and the sale of any product or service of any kind on SPHERE IT's premises is also prohibited, regardless of whether it is during or outside office hours. normal working hours.
- j) It is not allowed to use SPHERE IT assets, such as telephones, various devices, materials or information owned by it, for work outside the activities developed by SPHERE IT.
1.8 Gifts and presents
- a) Members of SPHERE IT can accept gifts of low value (reference up to US$ 100), always ensuring that there is no compromise in their assessment judgment and that there is no understanding, express or implied, that it is in any way obligated to do something in return for the good offered. If the gift or freebie is received under conditions that do not allow the member of SPHERE IT to refuse it, or if there is reasonable doubt whether the value of the freebie exceeds the reference value, the good must be forwarded to the respective Director, so that he can decide which the proper destination. The directors may, in exceptional situations, authorize the receipt of gifts, freebies or other things of value or utility that exceed the reference value.
- b) It is forbidden to receive gifts, favors or anything of value or utility that may generate even the mere appearance of impropriety of conduct or potential impact on SPHERE IT's business decisions. The receipt, by any member of SPHERE IT, of money, any other goods or services offered by third parties (even if in a raffle or contest) in any context related, directly or indirectly, to their activity at SPHERE IT is strictly prohibited, regardless of the value involved.
- c) It is forbidden to grant gifts, favors or things of value or usefulness to commercial counterparties (including potential counterparties) and their members, except in the case of promotional or sales campaign items whose value does not exceed the reference value (up to US $ 100) and that are used for the purpose of institutional or commercial disclosure of SPHERE IT or its products and, also, that do not interfere or may interfere in the making of a business decision by the other party. The directors may, in exceptional situations, authorize the granting of gifts or other things of value or utility that exceed the reference value.
- d) It is expressly forbidden for all members of SPHERE IT, with the intention of obtaining benefits for themselves or for SPHERE IT, to offer or promise, directly or through third parties, payments, presents, gifts, hospitality or benefits to public agents or a third person related to them, political parties or their members, as well as candidates for political office, and family members or equivalents of any of the previously described.
- e) Donations and Sponsorships are allowed, provided they are made in compliance with the internal procedure, the Bylaws and the legislation in force and with authorization from the Board of Directors.
1.9 Corruption, fraud and other offenses
- a) Active or passive corruption is strictly intolerable, as well as extortion, bribery and money laundering, as well as any other similar criminal conduct.
- b) SPHERE IT has a firm commitment to rigorously comply with the legislation applicable to its operations and the conduct of its business, and its members must faithfully fulfill this commitment. SPHERE IT will not accept the practice of any act that constitutes or may constitute a business offense or that puts SPHERE IT's image or conduct at risk.
- c) All legislation related to the topics dealt with in this item must be fully complied with by SPHERE IT and its members, notably the applicable national or foreign legislation, which deals with (i) preventing and combating corruption, as well as any other similar conduct, including any form of bribery, fraud, offering or receiving goods, values, favors or undue advantages, even in the face of people linked to organizations or private companies; (ii) preventing and combating money laundering; (iii) preventing and combating terrorism, in all its forms, and its financing; (iv) preventing and combating unfair competition and other undue commercial practices; and (v) prevention and fight against slave or child labor.
- d) The records of activities, financial, tax, labor and accounting will be carried out correctly, completely and truthfully, and the related controls must ensure the prompt preparation and reliability of reports and financial statements.
- e) The destruction of records or documents related to employees, occupational health and safety, environment, taxes, contracts, finances, and, among others, can only be done after the legal deadlines.
- Conduct of Members
- a) The attitudes and conduct of employees and administrators must respect the rules of SPHERE IT, as well as the business conduct established in this Code. Members of SPHERE IT must follow ALL of Sphere's Policies, especially the Information Security Policy and the Internal Privacy Policy.
- b) The members of SPHERE IT will cooperate with internal and external audits and any investigations and inspections carried out by a public body, entity or agent, ensuring that communications and information are made exclusively by authorized employees and in accordance with the applicable legislation and with the policies and SPHERE IT procedures.
- c) Members of SPHERE IT must maintain a safe, healthy and respectful work environment, free of offenses, defamation, exploitation, discrimination, repression, intimidation, harassment and verbal or non-verbal violence. Among the behaviors expected in any hierarchical position, but mainly by managers, are cordiality, fairness, courtesy in dealing with people, decorum, respect, professionalism and morality.
- d) Members of SPHERE IT must comply with the Policies and Rules of Conduct established by the clients, when providing services to the client.
- e) Failure to comply with any of the provisions of this Code of Conduct and Anti-Corruption will subject the offending COLLABORATOR, as well as the causative agent or facilitator, by action or omission of any of those related, to the payment, or recomposition, of all losses and damages proven by the company, as well as those of civil and criminal liability, which will be determined in regular judicial or administrative proceedings.
- f) Any breach of this Code of Ethics, Conduct and Anti-Corruption, whether of an ethical or legal nature, may lead to administrative, financial, legal sanctions and contract termination.
2.1 Privileged information
It is strictly forbidden that the Company's information, which is not in the public domain, is disclosed by its members, the same applies in relation to the information related to its customers and suppliers.
2.2 Environment, health and safety
Members of SPHERE IT must care for the environment, for their personal health and that of their co-workers, and for the work environment, eliminating any unsafe acts in the performance of their tasks and attributions.
2.3 SPHERE IT Resources
Members of SPHERE IT must ensure the proper allocation and use of SPHERE IT's assets and facilities, such as equipment, provisions, real estate, tools, inventories, systems, software and vehicles, among others. Such assets and facilities, as well as financial resources of any nature, data and information, must be used for the exclusive benefit of SPHERE IT.
The use or installation of unauthorized and unauthorized software on computers or peripherals made available by SPHERE IT or any of its customers is prohibited, regardless of the type of payment and the type of license involved.
2.4 Conflict of interests
- a) Members of SPHERE IT who may have family members or people close to them, both professionally and personally, working in businesses whose purpose is to provide services or supply goods to SPHERE IT cannot use their personal influence on the progress of negotiations, decision of choice or closing of deals.
- b) Members of SPHERE IT are prohibited from carrying out external activities, remunerated or not, that may characterize a conflict of interest with SPHERE IT's business or misuse of information, technologies, knowledge or any other means, tangible or intangible, that are owned by SPHERE IT.
2.5 Relations with competitors
It is not allowed to discuss or dialogue with competitors about private information related to competitive advantages, such as pricing policy, contract terms, costs, stocks, market and product plans, market research or the like, in particular that may characterize violation of the principles of free competition or market reserve.
2.6 Politics and religion
SPHERE IT's premises are the workplace for all employees, from the most varied and diverse religious and political cultures, meaning that any and all manifestations of a religious or political nature should, as a matter of principle, be avoided.
2.7 Internet, email and social media
- a) Members of SPHERE IT are prohibited from expressing opinions implying or implying that this is an official position of SPHERE IT.
- b) Members of SPHERE IT must not disclose or share images, videos or information about SPHERE IT, its customers, its employees or partners that have not been disclosed on official channels.
- c) Computers and servers, including emails and other messages sent and received, are the property of SPHERE IT, and their contents are not considered private, except when required by specific legislation.
- Conduct of Suppliers and Third Parties
All Suppliers and Third Parties are expected to comply with the guidelines of this Code of Ethics, Conduct and Anti-Corruption. All Turners and Third Parties are also expected to apply similar standards in their own supply chains.
Any breach of this Code of Ethics, Conduct and Anti-Corruption, whether of an ethical or legal nature, may lead to administrative, financial, legal sanctions and contract termination.
No Supplier or Third Party may act in bidding processes on behalf of SPHERE IT.
- Notification of Violations / Complaint Channel
In the event of non-compliance with the terms described in this Code, whether ethical or legal, SPHERE IT has a communication channel that allows anyone to report such non-compliance or any perceived distortion with regard to the provisions of the Code. Just send us an email at the address compliance@sphereit.com.br
The complaint channel is open to the public and we ensure the anonymity and confidentiality of reports, in addition to non-retaliation against whistleblowers in good faith.
Failure to comply with this Code of Ethics, Conduct and Anti-Corruption may result in sanctions, according to the seriousness of the occurrence, its circumstances, and the level of participation of each person involved, including members of the top management of SPHERE IT. The verification will take place in a confidential, professional and impartial manner.
- Doubts and Omissions
The guidelines of SPHERE IT's Code of Ethics, Conduct and Anti-Corruption allow the assessment of most situations and minimize the subjectivity of interpretations on ethical and conduct principles, but do not necessarily detail all situations that may arise in the daily life of each member of the SPHERE IT. Thus, in case of doubt in the application of the guidelines of this Code in certain situations, the leader or person in charge must be previously consulted.
Version: March, 2023
Talk to our team
+55 11 4178-8811
sphere@sphereit.com.br
Address: Rua José Versolato, 111 - 18th Floor - São Bernardo do Campo
Talk to our team
+55 11 4178-8811
sphere@sphereit.com.br