COMPLIANCE POLICY

1. INTRODUCTION AND PURPOSE

Grupo Vibe and its employees are committed to conducting the company's business in a legal, ethical, transparent and professional manner. Therefore, this is the stance that the Group's companies must adopt, based on anti-corruption laws.

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To this end, this policy ensures that employees and representatives of the Vibe Group understand the general requirements of anti-corruption laws, in particular, but not limited to, Federal Law 12.846/2013 - Anti-Corruption Law and Foreign Corrupt Practices Act (FCPA), and also serves as a prevention tool in order to avoid conflicts and legal violations.

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For the purposes of this Policy, Grupo Vibe considers that anti-corruption laws apply to all employees, including members of the board of directors, and to third parties who are acting on behalf of the company.

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All those who represent Grupo Vibe as consultants, service providers, business partners and suppliers will be informed about this Policy and will undertake to follow all anti-corruption laws, which is a prerequisite to act on behalf of Grupo Vibe.

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This Policy also highlights the commitment to comply with the other legal requirements applicable to the business, human rights and guidelines of the Grupo Vibe and repudiates any degrading forms of work, discrimination or harassment.

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The Vibe Group establishes procedures, with the description of the internal controls that must be exercised by employees to adapt and strengthen the achievement of the established objectives and continuous improvement of the anti-bribery and compliance management system, providing support to the mission, continuity and institutional sustainability, seeking to inhibit or mitigate any risks arising from the organization's business and processes,  as well as, determining the requirements related to stakeholders, disseminating the culture of these controls with the ethical precepts, principles, policies and good practices of Corporate Governance and Integrity, ensuring that the information produced is integral and reliable for decision-making, compliance with transparency obligations and accountability.

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After reading this policy, the employee must confirm the reading and register their agreement with the terms. This will be proof that he is aware of the Vibe Group's policies, the Code of Conduct and his commitment to the company and the consequences of non-compliance with any of them. Employees who have doubts or questions about the application of the anti-corruption policy, law or regulation should ask their immediate leader for clarification or, if necessary, seek support from the Legal team.

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2. GRUBO VIBE COMPLIANCE PRINCIPLES

All employees who do business on behalf of Grupo Vibe must act transparently with the customer. All information and commercial conditions must be formalized and passed on to the customer, for his due acceptance, through the signature of legally authorized persons to:

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• Delivery of objects or services;
• Contract Formalization;
• Formalization of any necessary or complementary changes;

 

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3. KNOWLEDGE

Employees must keep records that accurately and fairly reflect their processes and establish controls in order to ensure that all transactions are carried out transparently and in accordance with the customer's needs.

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These requirements are intended to avoid mistaken expectations regarding the contracted object, affecting Grupo Vibe's perception of quality in the market.

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To do so, employees must:

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• Actively participate in training to be aware of our solutions and flows;
• Fully understand customer demand;
• Ensure that the customer has understood the contract;
• Present solutions that, with propriety, without subterfuge or incorrect information, meet the 
customer needs;

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4. FORMAL CONTRACTS

All employees and third parties acting on behalf of Grupo Vibe must fully comply with this policy. Therefore, employees and third parties acting on behalf of the Vibe Group are prohibited from offering, promising, making, authorizing or providing (directly or indirectly, including through third parties) any undue advantage, payments, gifts, or the transfer of any value to any public or private official (including their family members), which influences or rewards any official action or decision of such person for the benefit of the company or themselves.

 

Any promise must go through formal internal approvals, ensuring that the content of the contract will be effectively delivered. Informal sales with conditions or items that are not explicit in a signed contract and/or without the proper approval procedure internally are prohibited.

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Recommendations

• Prior identification of customer requirements;
• Previously formalized internal approvals;
• Explicit formalization in the contract of all requirements;
• Checking all documents and validating all information;

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4.1 Contractual Validity

The execution of the contracted services will only be authorized after the signature of the SOW (Statement of Work) or the Contract, which must be signed by the client and subsequently attached to the system used internally.

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The employee who works in the sales area needs to be sure of all the customer information necessary for Grupo Vibe to be hired and able to make the resulting invoices, and must be convinced about who should be the person responsible for signing the documents.

 

Handling the sales close from non-valid documents or assignees will not be accepted by Grupo Vibe.

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Recommendations

• Checking customer requirements before the sales process generates a proposal;
• Identification of all the information that the client has in its process to formalize a 
hiring/authorizing billing.
• Identification of who is responsible for the signatures of each document;
• Conference on the possession of all documents duly signed before formalization 
of the sale;
• Conference of the powers of those responsible;

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5. TRANSPARENCY

The Vibe Group adopts transparent criteria for establishing compliance and strengthening the internal control environment, in order to promote the best corporate governance practices, in order to maintain the quality of information and promote transparency, in the following aspects:

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• Enabling access to institutional information. The information must be complete, accurate and clear, and there must be wide dissemination of data and information to the internal body and stakeholders, in a clear, accessible and understandable way, regarding programs, actions, projects and activities carried out by the Vibe Group;

• Ensure compliance with legal and applicable requirements, aiming at transparency and adherence to established internal policies, standards and procedures; 

• The Vibe Group must adopt mechanisms in its internal procedures that allow for the prevention, detection and remediation of risks that are not consistent with ethical, upright and transparent action for the existence of an effective compliance cycle;

• There must be transparency of the employees' duties, favoring communication and the transmission of information between areas about any inappropriate, illegal or unethical behavior;

• Internal Control must act as a preventive instance of possible occurrences of deviations in the application of resources, implementing actions to strengthen integrity, encourage practices of social control, transparency and promotion of ethics;

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6. CONFIDENTIALITY

Employees will maintain total confidentiality about confidential information to which they had access as a result of the exercise of their function, and the disclosure of any of this information to unqualified persons or who may use it improperly is strictly prohibited.

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When the employee has access to the so-called "confidential information", he must refrain from disclosing it or using it for his own benefit or that of third parties.

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"Confidential information" is understood to be that of a materially relevant and confidential nature, whose use or improper disclosure may, among other consequences, influence the market price. The personal and business affairs of clients will be treated with the strictest confidentiality, and should not be disclosed to any other company or person, internal or external, without their prior authorization.

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7. THE IMPORTANCE OF LEGAL ANALYSIS

The legal team analyzes and forwards all appropriate considerations, raising illegalities, suggesting changes and also highlighting important points. The analysis passed by the legal department must be internal and cautious. The weighting carried out by the legal department requires time for thorough reading and analysis of all clauses and terms.

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8. RELATIONSHIP WITH THE PUBLIC ENTITY (Law 12.846 of August 2013) 

In the relations between the companies of the Vibe Group and Public Agencies, each and every process must follow the legal precepts of the public administration without infringing the points listed in the law.

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In sales processes for Government, it is not forbidden to provide information for the Public Administration to generate the terms of reference and, consequently, the notices. However, it is necessary to provide the information in a justified manner to the object of the term of reference/notice.

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Employees in the sales area must maintain integration with other competencies (legal, tax, labor, economic-financial and technical) to correctly justify, and mainly, understand what type of business/object the customer wants to contract.

 

The objective here is not only to guarantee the legal part, but also to minimize as much as possible rework or surprises when participating in bids and, on the other hand, to maximize profits and customer satisfaction. Any and all information that may characterize or appear to be some type of crime to the public process must be treated in an exemplary manner, and must be reported in the Ethics Channel and/or reported directly to the Legal Team.

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Examples: agreeing on prices, coverage proposals, payment for intermediaries, etc.

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The guarantee of the Vibe Group's business is supported by legal, fiscal, labor, economic-financial, technical and commercial competence. This should be used to ensure the success of the work, always looking at the legal part and the object to be contracted by the public entity;

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9. GENERAL CONDITIONS 

GRUPO VIBE appointed the Legal Team as Compliance Officer, responsible for verifying, investigating and managing the entire anti-bribery and compliance management system, reporting directly to the Compliance Committee and the Board of Directors. He has full authority and independence under the anti-bribery and compliance management system.

Any and all situations that may represent a violation of this Policy must be brought to the attention of Grupo Vibe in advance, through the Legal Team, through the e-mail: juridico@vibetecnologia.com, or through the Ethics Channel, available at https://etica.vibetecnologia.com/.

 

Under no circumstances will any type of retaliation, persecution or any other form of embarrassment be allowed to whistleblowers and those involved who, in good faith, provide information about any violation of this Policy.

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This Policy does not exhaust any and all situations that may be encountered in the day-to-day conduct of business. Therefore, whenever there is any doubt regarding compliance or not with the guidelines of this document, any employee may forward their question to the Legal Team, through the e-mail: juridico@vibetecnologia.com.

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Violation of this Policy and other requirements of the anti-bribery and compliance management system, in whole or in part, may subject the violator to the sanctions provided for in the Code of Conduct, in addition to civil, criminal and administrative penalties.

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This Policy enters into force as of its disclosure, with no forecast for termination, and must be reviewed annually.