CODE OF ETHICS AND CONDUCT

Code of Ethics and Conduct


Principles

SPHERE's Code of Ethics and Conduct reflects the commitment to achieve corporate goals 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 the Company's corporate 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 members of the Company (administrators, partners, employees, interns, in all SPHERE units to comply with and enforce the provisions of this Code, with the leaders being given an additional duty to disclose and ensure compliance with said document in their respective work areas.

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 distributed to all members of the Company, who will not be able to claim, under any circumstances or under any arguments, ignorance of the guidelines and principles contained therein. Partners, suppliers, customers, shareholders, the community and investors will also be able to access it via the SPHERE website.

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.

  1. Company Conduct

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) The Company must generate and maintain its records and accounting information in strict consistency with existing legislation, standards and best practices, allowing for a reliable basis for the evaluation and disclosure of 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 denigrate the image of its customers, suppliers, employees, partners and Governments.

 d) The Company must adopt, in its interactions and business practices, in any situation, the highest ethical and business integrity standards, which includes fully complying with the applicable legislation and the Company's principles and values, as well as its policies and applicable procedures.

 e) The Company's relations with government officials, public authorities or political parties must be based on transparency, honesty and ethics, in order to ensure integral and sustainable relationships with the authorities of the Executive, Legislative and Judiciary branches, at the municipal, state levels. (regional) and federal (national) of the different countries, always respecting the laws in force.

 

1.4 With your 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) The Company must not take actions that may harm the image of its competitors, as well as its products and services.

 

1.5 With the environment

The Company must prioritize preventive action in relation to environmental challenges, acting responsibly and in a timely manner in the management of any existing environmental disputes and liabilities. Likewise, it must develop initiatives to promote greater environmental responsibility in the environments in which it operates, demanding the same from its suppliers, partners and service providers.

 

1.6 With legally constituted employee representation entities

The Company recognizes the right to collective bargaining for the work of its employees and must always act with integrity in the communication and discussion processes with the respective legally constituted representative entities, always in full compliance with applicable laws.

 

1.7 Conflict of interest

 a) Members of the Company have a duty of loyalty to it, and must defend its legitimate interests whenever necessary, basing their behavior on attitudes that do not jeopardize SPHERE's image and financial and patrimonial security.

 b) The private interests of the members of the Company must not interfere with the interests of SPHERE. In this sense, any and all relationships that present or appear to present a conflict of interest between the Company and its members should be avoided, including conflicts involving their family members or people in their close relationship, both professional and personal.

 c) Company members may not have economic or financial interests in a competitor, customer, distributor or supplier, insofar as such interest may influence or appear to influence their actions carried out on behalf of SPHERE.

 d) In the event of a situation that represents or may represent a conflict of interest or a situation in which it is not possible to avoid such conflict, the member of the Company involved must take the matter formally to the board, reporting in full all the circumstances related to the case.

 e) Members of the Company are prohibited from requesting gifts, tips, meals, gifts, courtesies or any other advantages, either for their own benefit or for family members or people in close relationships, whether professional or personal.

 f) The members of the Company, except when it clearly does not represent a conflict of interest, cannot work for or receive remuneration for services rendered to any competitor, customer, distributor or supplier.

 g) It is forbidden to perform work that is not related to the Company's activities, characterized as strange work, and the sale of a product or service of any kind at the Company's facilities is also prohibited, regardless of whether it is during or outside normal business hours. of work.

 h) It is not allowed to use Company assets, such as telephones, miscellaneous devices, materials or information owned by it, for work outside the activities developed by SPHERE.

 

1.8 Gifts and presents

 a) Members of the Company can accept gifts of low value (reference up to US $ 100), always ensuring that there is no compromise from their judgment and that there is no understanding, express or implied, that you are in any way obligated to do something in return for the good offered. If the gift or gift is received under conditions that do not allow the member of the Company to refuse it, or if there is reasonable doubt as to whether the value of the gift exceeds the reference value, the good should be forwarded to the respective Director, so that he / she can decide proper destination. The directors may, in exceptional situations, authorize the receipt of gifts, gifts 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 improper conduct or potential impact on the Company's business decisions. The receipt, by any member of the Company, of money, any other goods or services offered by third parties (even in a sweepstakes or contest) in any context related, directly or indirectly, to your activity in the Company is strictly prohibited, regardless of the amount involved .

 c) It is forbidden to grant gifts, favors or things of value or utility to commercial counterparties (including potential counterparts) and their members, except in the case of promotional items or sales campaigns 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 the Company or its products, and 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 to all members of the Company, in order to obtain benefits for themselves or for the Company, to offer or promise, directly or through third parties, payments, gifts or benefits to public agents, political parties or their members, as well as candidates for political office, and family members or equivalent of any of those 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 the authorization of the Executive Board.

 

1.9 Corruption 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) The Company is firmly committed to strictly complying with the legislation applicable to its operations and the conduct of its business, and its members must faithfully comply with such commitment. The Company will not accept the practice of any act that configures or may constitute a corporate offense or that jeopardizes the image or conduct of the Company.

 c) All legislation related to the topics covered in this item must be fully complied with by the Company and its members, notably 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, offering or receiving goods, values, favors or undue advantages, even in the face of people linked to private organizations or 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 improper commercial practices; and (v) preventing and combating slave or child labor.

 

  1. Conduct of Members

The attitudes and conduct of employees and administrators must respect the rules of the Company, as well as the business conduct established in this Code.

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

Company members must take care of the environment, their personal health and that of their co-workers, and the work environment, eliminating any unsafe acts in the performance of their tasks and duties.

2.3 Company Resources

The members of the Company must ensure the good allocation and use of SPHERE assets and facilities, such as equipment, supplies, real estate, tools, stocks, 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 the Company.

2.4 Conflict of interest

 a) Members of the Company who, perhaps, have relatives or people of their close relationship, both professional and personal, working in businesses that aim to provide services or provide goods to the Company cannot use their personal influence in the course of negotiations , decision to choose or close deals.

 b) Members of the Company are prohibited from engaging in external activities, whether paid or unpaid, which may characterize a conflict of interest with the Company's business or improper use of information, technologies, knowledge or any other means, tangible or intangible, that are of Company property.

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

The Company's facilities are the workplace of all employees, from the most varied and diverse religious and political cultures, making any and all manifestations of a religious or political nature to be, in principle, avoided.

  1. Communication

In the event of non-compliance with the terms described in this Code, SPHERE has a communication channel that allows anyone to report such non-compliance or any perceived distortion with respect to the provisions of the Code. Just send us an email at the address shown on our website https://www.sphereit.com.br

  1. Doubts and Omissions

The guidelines of the SPHERE Code of Ethics and Conduct make it possible to assess most situations and minimize the subjectivity of interpretations of ethical and conduct principles, but they do not necessarily detail all the situations that may arise in the daily lives of each member of the Company. Thus, in case of doubt in the application of the guidelines of this Code in certain situations, the immediate leader must be consulted in advance.

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

Address: Rua José Versolato, 111 - 18th Floor - São Bernardo do Campo

en_US