code of Conduct

INTRODUCTION

SuperFrio's businesses are guided by a set of principles and values that observe ethical and moral standards. All shareholders, customers, suppliers, employees and third parties that have a relationship with SuperFrio are responsible for disseminating these principles and values, and must therefore conduct business for and with the company. Seeking customer satisfaction, we encourage the professional growth of employees in their daily work. With a focus on results, we seek continuous improvement in the services provided, through dedication to work, honesty, discipline, planning and organization. This Code of Ethics and Conduct reflects SuperFrio's values and principles, 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 actions of all employees and third parties who have a relationship with SuperFrio. In specific matters that demand a detailed regulation, the norms of this Code of Ethics and Conduct will be complemented by Version 3 4 specific policies and administrative manuals, as well as by the notes and circulars related to such policies and manuals. This Code was approved by SuperFrio's Board of Directors and takes effect 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 companies and subsidiaries will be jointly referred to as “SuperFrio”. In this sense, this Code of Ethics and Conduct applies to all SuperFrio employees of any hierarchical level, geographical and functional location, such as shareholders, administrators, employees, interns, apprentices, temporary workers (“employees”). 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 the obligation to know and comply with this Code and to collaborate to facilitate its implementation, having to 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 be similar to that, or even forward any doubt or questioning related to the same to the Ethics Channel, and also, to participate in all trainings to which they are summoned for adequate knowledge of the Code of Ethics and Conduct. The Company's Ethics Committee will ensure that the Code of Ethics and Conduct is communicated correctly and that all questions and complaints sent through the website www.canaldeetica.com.br/superfrio are analyzed or called 0800 377 8030.

 

LAWS AND REGULATIONS

All employees and third parties, in the exercise of their functions and/or their professional relationships in and with SuperFrio, must promote the adequacy of their conduct to the laws in force and pertinent regulations, as well as, corporate statutes, guidelines, rules and procedures, in line 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.
Owner – We are committed to 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 withstand the most stressful experiences, without letting it affect our productivity.
Execution – We deliver what we promise and plan.

 

Integrated Management System Policy
With the aim of developing and directing our business, providing logistics solutions with a focus on excellence and sustainable development, the SuperFrio group is committed to:

• The satisfaction of our customers, employees and shareholders;
• The safety and health of employees, customers, service providers and the community;
• Environmental preservation, focusing on efficiency projects aimed at positive impacts on the environment and other stakeholders;
• Guarantee of product quality and safety in all operations carried out;
• Compliance with legal and regulatory requirements applicable to our activities;
• Encouraging continuous improvement, developing people, processes and technologies;
• The open, sustainable and transparent relationship with different audiences (employees, shareholders, customers, suppliers, service providers, community, public bodies, among others);
• Respect for the human and cultural diversity of workers and municipalities in which we operate;
• The protection of human rights.

 

BASIC RULES OF CONDUCT

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

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

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

 

OBLIGATIONS OF EMPLOYEES AND RELATIONSHIPS WITH THIRD PARTIES

Non-competition
Employees must prioritize the exercise of their functions at SuperFrio and cannot provide professional services to competing companies, whether paid or not, regardless of the relationship on which they are based. Investments or participation in any capacity in businesses that compete with SuperFrio or that are directly related to its activities such as franchise agreements, for example, during the term of the Employment Agreement and/or Corporate Relationship of the Administrators, are also not allowed. However, the employee is obliged to maintain secrecy, in perpetuity, even after the termination of the Employment Contract, of all confidential information related 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 characterizing the crime of unfair competition, as provided for in article 195, item XI of Law 9279/96.

 

Participation
The participation, as property or partnership, of any employee or their direct family members (spouse, children and respective spouses, parents and siblings) in companies/organizations that maintain commercial relations with SuperFrio is not allowed, during the term of the Agreement of Work. This prohibition also includes participation as a private partner in limited partnerships (de facto companies). Exceptions to this prohibition apply to existing interests before Version 3 8 of the start date of the corporate relationship and/or the employment contract with SuperFrio, and which have been declared in writing to the Company prior to contracting. Exception will be made when such participation, in companies listed on stock exchanges, when it does not exceed 1% (one percent) of the capital stock of the same or under direct approval of the Board of Directors of SuperFrio.

 

Responsibility
Employees will use their technical and professional capacity, as well as due caution and care in carrying out their activities at SuperFrio. Particularly and without prejudice to such general rule, they must: Seek to acquire the necessary training for the best performance of their duties. Subject to applicable internal and external regulations, according to the type of operation at the time. • Respect the procedures defined internally. • Observe the norms related to safety and health at work in order to prevent occupational risks.

 

Commitment to SuperFrio
Employees must always act in the best interest of SuperFrio, through proper use of the available means and avoiding actions that may cause any damage. They must refrain from using business opportunities that are of interest to SuperFrio in the exercise of their functions for their own benefit.

 

Relations with Suppliers
The selection of SuperFrio's Suppliers is carried out through 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 standard of quality, under compatible commercial conditions and reasonable deadlines. Version 3 9 In this way, SuperFrio reserves the right not to select suppliers that are in a critical situation of default in the market, as indicated by risk agencies such as Serasa Experian, S&P, among others, and to terminate any commercial relationship, whenever its interests are not met or even when the relationship presents legal, social or environmental risk. Corroborating this view, employees should avoid any type of interference that could affect their impartiality or objectivity in hiring. Whenever possible, exclusive relationships should be avoided.

The hiring of external suppliers and services must be carried out in accordance with SuperFrio's rules, policies and procedures, as well as in compliance with current legislation. In relationships with companies and employees in the private sector or with public authorities, political parties, public departments and bodies, unions, court clerks, public officials, among others, both SuperFrio employees and their Suppliers are prohibited from requesting or accept any type of payment, gift, advantage or benefit, direct or indirect, for operations carried out by SuperFrio, as well as obtain, in any way, advantage of the position occupied for their own benefit or that of third parties. No employee may request or accept any type of payment, gift, advantage or benefit in their professional activities at SuperFrio, from customers, suppliers, intermediaries or other third parties. No payment in cash, gifts, services, entertainment or any benefit or advantage, whether of value or not, may be offered, directly or indirectly, to any government official or employee, state-owned companies, autarchies and other public bodies, and bribery is prohibited by SuperFrio , favoring or influencing the acts or decisions of such persons (individuals or legal entities).

Any conduct that may be framed in the above and/or is prohibited by applicable laws is in violation of 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 their employees, agents or subcontractors, remain concerned with this issue and report any related deviations through the SuperFrio Ethics Channel.

 

customer relations
No employee may personally accept fiduciary commitments, mandates or powers of attorney from clients to carry out commercial operations, nor make and/or accept any payments or favor, by granting benefits or advantages, clients to the detriment of others, as well as making payments or granting privileges or advantages to public officials or equivalent, whether directly or indirectly, to benefit themselves, other people they interact with, the company, or their own customers. The use of brands, patents, identification signs owned by our customers will only be used and/or mentioned by SuperFrio in its promotional materials, marketing campaigns and institutional presentation with prior written authorization from the customers. All of our employees are responsible for maintaining the 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. Article 5 of Law No. 12,846/2013 (“Anti-Corruption Law”), establishes the acts considered harmful to the public administration, national or foreign, for the purposes of that Law. Version 3 11 In this sense, all employees and third parties who have a relationship with SuperFrio are obliged to strictly comply with Brazilian anti-corruption laws, including the provisions of Law No. 1993 (“Bidding Law”). It must always be based on transparency and the ethical principles of this Code, in all relationships, especially with public bodies and competent government authorities. Also in this sense, SuperFrio recommends that 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 matters discussed is carried out. It is prohibited to deliver, promise or offer any type of payment, gift, benefit or advantage to any authorities, public agents, employees or executives of companies or public bodies, whether made directly to them or indirectly through intermediaries, with the recipient the public official himself or another person appointed by him. This prohibition applies both to national authorities and public agents, as well as foreign ones. Such deliveries, promises or offers cannot be made even indirectly, through consultants, suppliers, agents, intermediaries, advisors or other third parties. It is forbidden to offer freebies and gifts 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 must 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 SupeFrio's ethical ideal, the Books and Records, as well as the accounting entries and expenses, must be carried out properly, in order to avoid ambiguous and fraudulent information. Also in this sense and in line with Law No. 9,504/1997, political contributions or donations or any facilitation payments are prohibited. Any charitable donation or contribution must be approved by SuperFrio's Board of Directors.

 

Use of Agents, Intermediaries and Advisors

The use of agents, intermediaries and other third parties in transactions or contracts in which, in any way, a public agent, a public body or a public company, whether Brazilian or foreign, will require the adoption of the measures below: Whenever Where possible, entities of recognized prestige in the market or sector in question and, if possible, top-tier companies will be used as agents, intermediaries or third parties. They must implement due diligence mechanisms to get to know, as far as possible, the people involved and their employees, in order to choose the most suitable ones, making sure that they are trustworthy and do not practice activities that may involve risks, economic losses or compromising SuperFrio's reputation and good image. Agents, intermediaries or third parties must be informed about SuperFrio's Code of Ethics, as well as other related rules and policies. An anti-corruption clause will be included in the contracts signed with agents, intermediaries or third parties.

 

OUR BUSINESS

We seek to diversify the services provided in the market, 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 loads, Transfers and Collections. Co-packer: Labeling of national and imported products, Assembly of Kits/Packing, Shrink, Filling and Inspection.

 

PROPER USE OF COMPANY ASSETS

By company assets we mean: information and intellectual property rights (products of your work); know how; Technical Data; accounting information; financial results; business opportunities; researches; products; brands; patents, inventions, improvements; emblems and acronyms; advertising expressions; literary, artistic or scientific creations; systems; original or derivative computer programs; integrated circuit (layout or chip) or any other intellectual creation; time at work; equipment; machines; vehicles; computers; software; information; company premises and inventory. All employees and related third parties must ensure that the company's assets are used effectively, and strictly comply with the standards that are established by the Information Technology department; give special protection to information systems, taking appropriate measures for their security; and respect the specific rules on the use of email, internet access or other similar means made available to you, so that there is no inappropriate use of these. The company has machines, equipment and Internet access, intended exclusively for use at work, which are in compliance with internal regulations. It is the duty of employees and related third parties to ensure their proper functioning and proper use and also to protect the company's physical and intellectual assets.

Information Technology – IT resources (telephony, email, internet, corporate network, fax machines, copier, floppy disk or compact disk, etc.) are owned by SuperFrio and must be used in the interests of its business. In this way, the use of IT resources must be restricted to conducting the company's business and cannot be used for requests or communications for personal, commercial or private undertakings, religious or political causes, for external organizations or not related to work, reason whereby all IT resources are duly monitored by SuperFrio. Employees may only use approved means of communication. For example, employees with a corporate email account should use it to send and receive work-related emails. As with all communications, employees must ensure that electronic communications are conducted in a professional manner. The use of unauthorized software (pirates) on computers, notebooks and cell phones made available by the company as work tools is strictly prohibited. Company IT resources and assets shall not be used to download, copy, store or even create, transmit or distribute any material proprietary to the company or material that is pornographic, offensive, defamatory, obscene, discriminatory, inappropriate or otherwise. related to the professional activities of the employee. SuperFrio's technology should also 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 their hierarchical superior or to the Human Resources Department. All messages, data and information written, sent or received through electronic systems are the property of SuperFrio, and not of the employee, so that the privacy and confidentiality of this material cannot be presumed or guaranteed. Thus, under the terms of the legislation, SuperFrio reserves the right to store, review, audit, intercept, access, monitor, initiate and disclose communications, including messages created, received or sent through electronic systems, both 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 said information are prohibited. In general, employees must maintain the professional secrecy of data and non-public information that they become aware of in the exercise of their professional activity. Also, 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 even store it and /or use it on personal devices and equipment.

Additionally, it is noted that the creation, affiliation, participation or collaboration by employees in social networks, forums or blogs on the Internet, in any written or virtual means of communication, and the opinions or manifestations that are issued, will be made in a way that it is clear its strictly personal character, being expressly forbidden to associate the SuperFrio brand with the image of employees in the aforementioned means of communication such as, but not limited to, Facebook, Instagram, Whatsapp, Twitter, Blogs and Messenger. In any case, employees will not be able to access SuperFrio's premises.

 

GIFTS

Gifts are not considered personal property of employees, but belonging to SuperFrio or customers. The acceptance or offering of gifts and gifts will only be allowed in the following situations: a) Advertising gifts of small value, that is, limited to R$ 100.00 (one hundred reais), may be offered and/or accepted by employees and third parties , as long as previously authorized in writing by your manager; b) Gifts received by employees, with a value above R$ 100.00 (one hundred reais) must be forwarded to the Human Resources Department, which will arrange for the return to the sender, raffle the same, among all SuperFrio employees, donation to the institution charity, or any other appropriate measure under the terms of this Code. c) Occasional gifts for justifiable and exceptional reasons (such as Christmas or wedding gifts), provided they are not in cash and are within the limit provided for in item “a” above. Any invitation, gift or gift that, due to its usual nature, characteristics or circumstances, could be interpreted as being made with the intention of affecting the impartial judgment of the recipient, must be refused and brought to the attention of the Ethics Committee, through the Ethics Channel .

 

HEALTH AND SAFETY

SuperFrio's principle is to protect the health and safety of its employees, customers, suppliers and partners. The professionals who work at SuperFrio are responsible for knowing the internal safety rules, using protective equipment correctly and ensuring that accidents are prevented. No professional may infringe work safety standards. No task should be carried out without the safety conditions indicated by SuperFrio in the entry and periodical training regarding work safety. Work under the influence of illegal drugs or alcohol will not be allowed, under penalty of serious misconduct for the person responsible, as the consumption of illegal drugs or the harmful use of alcoholic beverages compromises health and professional performance, harming the work environment, and may including the termination of the employment contract. It is the duty of each SuperFrio professional to communicate the existence of unsafe conditions, violations of safety rules or situations that may endanger the life of any person. It is the company's policy: – To carry out its activities in accordance with the legislation in force, which must be strictly interpreted and observed. – Provide working conditions that ensure the maintenance of health, protection and safety of employees, partners and customers. Focusing on security, the company has surveillance cameras spread across several sectors, thus avoiding future and unnecessary inconvenience to employees, customers and partners. Employees and Third Parties must: – Comply with the Occupational Safety Rules (laws and regulations), as well as the internal rules (manuals and policies) applicable to their activity. – Proceed according to the guidelines contained in Training and Service Orders received. – Always show an upright, impartial and honest professional conduct, and must refrain from participating in illicit or immoral activities. – Do not work in Operation and Maintenance services wearing adornments. – Do not use cell phones and/or cameras during the working day. – Preserve the company's assets. – Do not operate machines, vehicles and equipment without proper training.

 

LABOR STANDARD

Forced Labor Under no circumstances should the company use or otherwise benefit from forced or compulsory labor. Likewise, 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 to mean work that is dangerous or harmful to children, mentally, physically, socially or morally, or that interferes inappropriately with their educational needs. In this way, SuperFrio promotes the prevention and eradication of child labor and ensures the principles assumed by companies committed to the protection of children and adolescents. Among the commitments, the following stand out: Saying no to child labor, not employing children under 16 years of age, except as apprentices and only from 14 years of age. Respect the young worker, not employing children under 18 in night, dangerous or unhealthy activities. Warn suppliers, through a contractual clause or other instruments, that a proven complaint of child labor will cause a break in the commercial relationship.

SuperFrio supports and respects Human Rights, adopting policies and practices that contribute to the eradication of child labor, slave, forced or compulsory labor and sexual exploitation of children and adolescents. Working Hours The company guarantees that the work carried out by its employees is in accordance with the laws in force, regarding the number of hours and days worked. Overtime hours are carried out within the limits permitted by law. To this end, it is the duty of employees to: – Strictly comply with their working hours, as established in the contract or by their immediate superior. – Work overtime only with prior authorization from your immediate superior. – Mandatory presentation, in case of absence for health reasons, health certificate duly signed by the doctor. The document must be presented to your Superior or to Human Resources within 48 hours (Forty-Eight hours). If the employee does not present the certificate, the day not worked will be deducted from their salaries. – Register your entrance, exit and meal break through the electronic point, being prohibited for another person to pass the card or fingerprint. Freedom of Association Employees are free to choose which organizations they associate with. The Company shall respect and recognize the right of workers to join and organize collective bargaining associations of their own choosing. Employees must not be intimidated or harassed in connection with exercising their right to join or not join any organization.

 

SOCIAL RESPONSABILITY

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

 

CONFIDENTIALITY

We are committed to keeping the technical, business and commercial information agreed with our customers in absolute secrecy. Do not disclose, in any form, information related to new technologies and/or product launches. The commercial or personal use of any information received from our customers without the prior written consent of the customer or the company is prohibited. Confidential information must never be disclosed, falsified or concealed in any way, 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 can report any irregularities or facts that are in disagreement with this Code, with current legislation, or even other SuperFrio rules and policies, such as fraud, theft , damage to property, misappropriation, favoritism, manipulation of information or any other crime. To forward the complaint, it is not mandatory to identify the whistleblower and all data received will be kept confidential, in accordance with the Policy of the Ethics Channel, to avoid any type of reprisal to the whistleblower. We count on everyone's collaboration to disseminate the Ethics Channel. The employee who, having become aware of any transgression, does not report it, this will also be considered as an unethical attitude and subject to the application of foreseen disciplinary measures, in addition to eventual compensation for losses and damages eventually suffered by SuperFrio due to the omission.

 

ETHICS COMMITTEE

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

 

PENALTIES

The penalties applicable to non-compliance with this Code of Ethics and Conduct, our policies, standards, or current legislation, will be applicable in accordance with SuperFrio's Consequences Management Policy, approved by the Company's Ethics Committee, which may result in:

For employees:

• Committee's directive letter;
• Verbal warning;
• Written notice;
• Suspension;
• Shutdown;
• disciplinary actions, including termination of employment, depending on the nature and severity of the violation.

Disciplinary measures related to each type of violation will be established based on the analysis of the impact and recurrence of unethical conduct;

In case of violation of the Law, civil and/or criminal penalties may be imposed by a governmental body or a court.

For Third Parties:

• Audit;
• Extrajudicial notice;
• Suspension;
• Block;
• Interruption/Termination;
• 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 everyone's image. The Code of Ethics and Conduct does not answer specific questions, so that when doubts arise, the Coordinators, Managers and Directors must be consulted. Full compliance with this Code also by third parties is a fundamental condition for SuperFrio, thus, it reserves the right, at any time, to carry out an audit to verify whether 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, it reserves the right to demand corrective measures from Third Parties, and, if applicable, the removal of the third party and termination of the contract signed between the parties, without charge or any penalties for SuperFrio.