Code of Conduct

Message from the CEO

Dear Employees,

With pleasure and humbleness I present MPX’s Code of Conduct. The words transcribed herein represent philosophies of seriousness and transparency in which I believe for my life, for my family and for the conduction of businesses. The purpose of this material is, also, to support you in the relationship postures with customers, suppliers, employees and other interlocutors. Certainly these are principles that many of you already practice. The Company does not intend to create difficulties, but make all conducts transparent processes where there is no doubt about how to conduct MPX’s activities.

Read it with attention. I count on the collaboration of each one of you in the compliance with these policies and in the commitment to involve your employees and coworkers to practice them day by day. Thus, the Company will make MPX an ethical company and more adherent to the good corporate governance practices.

Good Reading!

Eike Batista

MPX’S CODE OF CONDUCT
GENERAL DECLARATION MPX
RELATIONSHIP WITH SHAREHOLDERS
RELATIONSHIP WITH CUSTOMERS
RELATIONSHIP WITH EMPLOYEES
RELATIONSHIP WITH SUPPLIERS
RELATIONSHIP WITH COMPETITORS
LEADERSHIP
CONFLICT OF INTERESTS
CORPORATE RESOURCES
CONFIDENTIAL AND INSIDE INFORMATION
INFORMATION SECURITY
ACCURACY OF REGISTRATIONS AND FINANCES
COMMERCIAL OPERATIONS
BUSINESS COURTESIES
SUBORNATION
HEALTH, SAFETY AND THE ENVIRONMENT
DRUGS AND ALCOHOL
SEXUAL HARASSMENT
LABOR PRATICES
     1. COMPENSATION
     2. WORKING HOURS
     3. COMPULSORY WORK
     4. FREEDOM OF ASSOCIATION
     5. CHILD LABOR
SOCIAL RESPONSIBILITY
COMMUNITY CONTRIBUTION
POLITICAL CONTRIBUTION
SPONSORSHIPS AND DONATIONS
FINAL PROVISIONS
DECLARATION OF AWARENESS TOP

 

MPX’S CODE OF CONDUCT

This present Code gathers the ethical principles and parameters that must guide the actions of MPX’s employees as to the consistency of their conduct, both internally and externally. Such principles must guide the way MPX Energia S.A. ("MPX") and its subsidiaries and associated companies conduct their businesses according to the highest ethical standards of conduct and to the applicable law.

 

GENERAL DECLARATION MPX

MPX is willing to increase its value with customers, employees and shareholders by means of the supply of quality products and services, maintaining a high level of legal and ethical standards in its business practices.

The emphasis of MPX’s Code of Conduct is on the people. MPX consider that the Company’s totality is more than its assets, operations and policies. Its people, i.e., its employees are the indispensable ingredients that maintain MPX, create its reputation and ensure its progress and success.

This Code of Conduct was adopted by MPX’s Board of Executive Officers and is the basic behavior guide for all employees. The Code makes employees aware of critical matters that require consideration and caution. The Code of Conduct must be considered a preventive tool, projected to help to avoid and detect violations of MPX’s policies and of the legislation.

The Code of Conduct does not have answers to all the situations or dilemmas of the “obscure areas” which MPX may face. The purpose of the Code is to provide a direction of behaviors indicated and acceptable in ethical and legal terms.

 

RELATIONSHIP WITH SHAREHOLDERS

The relationship with shareholders must be based on an accurate and transparent communication of straightforward information and that enable the follow-up of MPX’s activities and performance.

 

RELATIONSHIP WITH CUSTOMERS

MPX is committed to the development of lasting and long-term relationships with customers and communities where the Company operates, with shareholders and suppliers.

Customers must be served with politeness, courtesy and respect, and information must be provided in a fast clear, accurate and transparent way, with equality of treatment, without distinctions moved by interests or personal feelings.

 

RELATIONSHIP WITH EMPLOYEES

MPX will promote a healthy, organized and harmonious work environment, aiming at the valuation of the human being and his/her well being, where there is trust, respect, justice and encouragement to innovations and development.

All employees are internal customers and, therefore, deserve respect, regardless of positions held or time of work in the Company.

MPX believes that the manifestation of criticisms and suggestions of its employees contributes to its improvement.

For considering its employees an indispensable asset, MPX recognizes that the inherent value of this asset is reflected on the ability, integrity, knowledge and talent of its employees. To recruit and retain high standard employees, who reflect these values, MPX’s guidelines will be:

• To provide an environment where employees comply with the Code of Conduct and have a fair, honest, straightforward and professional posture in the performance of their functions and in all their business relationships;

• To offer equal opportunities to all in the recruitment, admission, development, promotion, transfer and compensation processes, regardless of age, color, deficiency not related to the service performance, sex, nationality, race, religion, sexual orientation or any other basis protected by law; and

• To keep a safe professional work environment and without discrimination, i.e., an environment where mutual respect is the minimum behavior expected from all.

 

RELATIONSHIP WITH SUPPLIERS

MPX’s relationship with its suppliers and service providers is guided by ethical principles, respect to the laws and current rules. The integrity and good reputation are fundamental factors to the establishment of this relationship.

MPX has a commitment to its suppliers in relation to honesty in the processes of purchase and contracting of products and services, as well as concerning data security and right of own and third-party property.

The selection and contracting of service providers and suppliers are made based on technical, professional and ethical criteria, by means of a pre-determined process.

No employee will require or receive briberies, improper payments, gifts or donations from third parties that may influence the business decisions made by them on behalf of the Company. The only exceptions are commercial courtesies that may be rendered in the same measure, as long as they may not be interpreted, in any assumption, as interferences in the commercial relationship, or that serve as promotion of discrimination of opportunities.

 

RELATIONSHIP WITH COMPETITORS

MPX’s relationship with its competitors will be based on the adoption of ethical and loyal competition practices and on the strict compliance with the law. The predatory or dishonest behavior is forbidden.

MPX is committed to conduct its businesses in an open, vigorous and competitive way. Any activity that harms this commitment is unacceptable and may be, also, illegal. Therefore, all purchases and sales must be made considering the efficiency, price, quality of the service and adequacy.

Moreover, the Company informs that it will fully and with good faith comply with the antitrust laws and regulations, as well as with all competition rules applicable in the countries where MPX operate.

 

LEADERSHIP

The hierarchical relations will be guided by mutual respect among the employees. Those who hold a leading position within MPX will have exemplary ethical conduct and posture that show trust and may be followed by the other employees.

All units are important within the organization, interacting among them in order to maintain in perfect operation MPX’s activities.

 

CONFLICT OF INTERESTS

The employees must not engage or give the impression of engaging in any activity involving a conflict reasonably predictable between the personal interests and the interests of the Company. There must not be loyalty divided between the employees and the Company. Therefore, a job or a business involvement out of the Company, on the account of the Company’s employee, must be notified by the employee to his/her manager. The examples below show situations to be avoided:

• The unrevealed participation, on the account of an employee or of a member of his/her family, in a business transaction involving the Company and another entity or person with whom the employee (or his/her family) has a financial relationship;

• The supervision, on the account of an employee, of a member of his/her family or of a person living in the same house, also the Company’s employee, and this employee is in a discretionary authority position on, among other things, the compensation and promotions of such members of his/her family or person living in the same house;

• Undue appropriation of potential business opportunities on the account of an employee;

• To conduct personal businesses within the working hours or using the Company’s facilities and equipment for such purpose.

The items above are the most usual examples, however, they do not comprise all possible cases. The key point for a successful resolution of any situation of Conflict of Interest is the previous revelation. Any employee, the Company’s executive or officer who has any doubt if a set of particular circumstances is a conflict of interest not allowed must search for appropriate counseling in view of the fact and explanation of his/her hierarchical superior.

In case of doubt, the manager must search for appropriate assistance of the Human Resources Department.

 

CORPORATE RESOURCES

Resources pertinent to MPX are considered all those aimed at the achievement of its activities, including, but not limited to facilities, vehicles, equipment, values, documents, brands, machinery, technology, concepts, methodologies, know-how, materials, furniture, information, business strategies, plans, researches, systems, inventions and technical and intellectual assets. As an employee of MPX, each one of them is a manager of its assets.

As an employee of MPX, each one of us is a manager of its assets. As such, the employees have the obligation to:

• Protect and preserve the Company’s assets and resources;

• To assist the Company in its efforts to control costs.

The use of the Company’s assets and resources for another purpose other than the conduction of the Company’s businesses requires an express authorization, in written, of the manager of the area.

As the definition of improper use of the Company’s assets and resources may generate some doubts as to the reasonable limit to the employees, below there are some examples to show the improper use and the unreasonable character of utilization:

• Use of the Company’s facilities for personal gain;

• Excessive use of long distance phone calls or fax for personal purposes;

• Removal of office supply or equipment for personal consumption or use, at home;

• Personal use of the Company’s vehicles without express authorization;

• Unauthorized copies of software programs for computers;

• Access to the internet on websites with contents not related to the activity developed by the employee;

• Use of the Company’s credit card for personal purchases.

 

CONFIDENTIAL AND INSIDE INFORMATION

MPX’s employees will keep secret confidential information they have access to in the course of their activities.

Unless MPX’s Board of Executive Officers authorizes the liberation or revelation of a commercial secret or confidential information, in written, the employees must not make any disclosure.

All information obtained as a consequence of the performance of activities in MPX is confidential, unless it is information already disclosed to the market (public information).

 

INFORMATION SECURITY

MPX’s information is the assets that require special protection and each user is responsible for the compliance with the rules provided for in the Company’s internal policies.

 

ACCURACY OF REGISTRATIONS AND FINANCES

The Company will keep exact and correct registrations in a high standard. That applies to each/all details of the business.

All employees must keep books and registrations duly filled out to efficiently manage the Company’s business.

All external consulting firms contracted to work for the Company must keep the same standards.

 

COMMERCIAL OPERATIONS

The Company’s products and services are commercialized and sold reasonably and honestly based on their quality, capacity, price, service level and other legitimate attributes.

 

BUSINESS COURTESIES

The Company’s employees may give or receive gifts, favors, entertainment and other persuasions if they:

• are consistent with the customer or with common business practices,

• are not excessive in value and may not be considered subornation or reward,

• do not violate the applicable law, and

• do not cause embarrassment to the Company or to the employee if publicly disclosed.

The exchange of social amenities (business or entertainment lunches, dinners) among theos Company’s employees and third parties is acceptable when reasonably related to a clear business purpose and within the limits of good taste and of what is usual in a normal business relationship. However, any entertainment, favor or gift which is very repetitive or that brings the perception of influence or obligation with the person who is offering it or receiving it is improper. The appearance of impropriety must be avoided.

 

SUBORNATION

The Company’s employees will not directly or indirectly offer, promise, give or require a subornation to obtain or maintain a business, neither may be required nor offer a subornation or other any improper advantage.

 

HEALTH, SAFETY AND THE ENVIRONMENT

MPX will conduct its businesses in a way to avoid damages to its employees and respect the environment. It is committed to the continuous improvement until reaching a level free of incidents and complying with all the applicable safety, health and environment laws and regulations. This commitment is also related to the initiatives taken to reduce or eliminate injuries in the work place and prevention against pollution.

The Company adheres to an approach which results in a long-term sustainable development. Accordingly, it struggles for a high efficiency in the use of natural resources, promoting systems for the recovery and recycling of materials, working to prevent and minimize the contamination or degradation of the environment.

Violence in the work place, including threats, threatening behavior, harassment, intimidation, thefts and similar conducts will not be tolerated.

Firearms are not allowed in any facility of the Company without previous approval.

 

DRUGS AND ALCOHOL

The Company’s employees are forbidden to hold, sell, transfer or use any illegal drug, alcohol or controlled substance (except drugs prescribed as medicine for the employee, while in the Company’s facilities, carrying out businesses for the Company or driving and operating the Company’s vehicles or equipment).

 

SEXUAL HARASSMENT

The Company will not tolerate sexual harassment involving the request of sexual favors or the initiation of sexual advances by an employee in relation to another.

All employees - both men and women - will treat each other with courtesy, dignity and respect, regardless of the sex.

The Company’s managers, supervisors and executives will be alert for the possible sexual harassment in the work place and will take necessary measures to avoid any form of sexual harassment.

 

LABOR PRATICES

1. COMPENSATION

The Company will ensure that:

• the salaries are within the minimum legal standards or the industry’s standards,

• the composition of salaries and benefits is clear and regularly detailed for each employee,

• the salaries and benefits are paid in full agreement with all the applicable laws, and

• the contracting of training and third-party work will not be taken to evade the Group’s obligations to the personnel under the applicable laws, legislation and regulation about the social security.

 

2. WORKING HOURS

The Company will comply with the applicable laws and the industry’s standards in relation to working hours.

 

3. COMPULSORY WORK

The Company:

• will ensure that any of the employees will be forced to work against his/her will. All employees must be treated with respect and any employee must be subject to body punishment or coercion of any type, and

• will not get involved with forced labor or will support its use, neither it will be required from any employee to deposit identity documents when he/she starts working in the Company.

 

4. FREEDOM OF ASSOCIATION

All the Company’s employees will have the right of free association. Companies must respect the right of all the personnel to form and join unions at their choice and collectively negotiate.

In situations in which the right of freedom of association and collective negotiation are restricted by the law, the Company will provide independent and free means of association and means of negotiation for all the personnel.

 

5. CHILD LABOR

The Company will not tolerate the use of child labor in the conduction of a business, neither will accept products from suppliers and subcontracted companies that use child labor in their personnel, subcontracted companies or in other relations for the manufacturing of their products.

 

SOCIAL RESPONSIBILITY

MPX has social responsibility and encourages the participation of all its employees in social and cultural projects and in activities that promote the development of the citizenship feeling.

MPX worries about the environment and supports initiatives for its preservation.

 

COMMUNITY CONTRIBUTION

Wherever the Company operates, the good relations must always be seen as fundamental for the long-term success.

Knowing that each local community is different, the Company’s policy is that all companies must make all efforts to understand and interact with their local communities and help them to develop.

The Company:

• will make the payment of its fiscal responsibilities in the right day,

• will take measures to provide the relevant authorities with the necessary information for the correct determination of taxes, and

• will adapt the transfer of price practices to the full competition price principle according to the rules of CODE.

 

POLITICAL CONTRIBUTION

The Company may not financially contribute with political parties or politicians.

The Company will not make any contribution, directly or indirectly, to any candidate for public functions, political parties or other political organizations.

Time exemption with maturities for political activities will not be given to employees, although the time exemption without maturities may be possible if according to the local policies and laws.

 

SPONSORSHIPS AND DONATIONS

The Company understands that its most important contribution to the communities where it operates is to develop its basic business activities as effective as possible, respecting the principles of the Code of Conduct.

The Company’s initiatives of sponsorships and donations will be made through local business units, focusing on programs to support culture, education, sports and other proactive social and humanitarian programs, by means of the Board of Executive Officers’ written approval.

 

FINAL PROVISIONS

It is incumbent upon the management to disclose, guide and ensure that the content of the Code of Conduct is understood and followed by the employees.

All employees are responsible for ensuring, asking for advice when necessary, that they are aware of all relevant laws, practices and codes of practices.

This Code of Conduct applies without exception to all the Company’s units, within the configuration of national legislations. Each employee of the Company (including managers) is responsible for reporting any cases of violation of the Code of Conduct.

Complaints about unconformity behaviors may be made to the Human Resources area by means of the e-mail recursos.humanos@mmx.com.br.

Any complaints must be immediately, reasonably and fully investigated. There must not be revenge for reporting violation of the Code of Conduct or for participating in the Company’s investigation about a complaint.

In the event of unconformity with the Company’s Code of Conduct, there will be immediate disciplinary consequences from a notice to dismissal.

 

DECLARATION OF AWARENESS

By this present term, I declare to be aware and to have understood the principles of ethical and moral conduct that rule all the work relations and the conduction of the businesses on the account of MPX. I undertake, under the penalties provided for in MPX’s Disciplinary Policy, to carry out my work in a virtuous, respectful, correct and straightforward way, respecting the fundamental rules that guide the Company’s mission, view and values and the terms of this present Code of Conduct.