Anti Corruption Manual

Anti-corruption_Manual.indd 1 10/13/16 2:45 PM

1 Introduction...................................................................................................................04
2 Objective..........................................................................................................................06
3 Why we need an anti-corruption manual when we already
have the code of ethics and conduct?..........................................................07
4 Concepts and Clariﬁcations...............................................................................08
5 Other important deﬁnitions ..............................................................................12
6 Anti-corruption procedures adopted by Atlantic..............................15
7 What we can and should do?.............................................................................16
8 What we cannot do?................................................................................................18
9 Penalties for corruption related cases?.....................................................19
10 Reports and Complaints .......................................................................................20
11 Term.....................................................................................................................................20
12 Commitment Agreement.....................................................................................21

This manual is part of the Atlantic Code of Ethics and Conduct and
was prepared based on the Brazilian legislation on anti-corruption
currently in force, Law 12.846 /2013 (Anti-Corruption Law), which
have basic characteristics similar to foreign law, as the Foreign Corrupt
Practices Act (FCPA) and the Bribery Act (UK).
This manual was developed to help everyone understand anti-
corruption policies that should be adopted by companies, especially
after the enactment of the Anti-Corruption Law, which make them
objectively liable for acts of corruption against public administration.
Regardless of guilt or knowledge, if such practices are applied,
companies will be subject to the sanctions of the Anti-corruption Law.
Besides sanctions, corruption may negatively affect the image of the
company and our businesses. The manual aims to demonstrate the
consequences of inappropriate behavior and what should be done
in order to have an adequate conduct to support the fight against
corruption according to the Compliance Program point of view.
Introduction
04

05

06
In order to strengthen its Code of Conduct concepts and reaffirm the
commitment to good market practices, Atlantic intends to establish
the guidelines that must be followed in compliance with the Anti-
Corruption Laws.
The guidelines aim to raise awareness about the practices that should
be avoided in the corporative environment, society and direct or indirect
relationships with public and private entities (national or international).
Any violation of the Anti-Corruption Laws may result in civil and
criminal sanctions, including payment of fines and imprisonment
that may be applied to the company as well as all others involved.
Those sanctions may be imposed by Brazilian and foreign government
entities regardless of the country where the violation was originated.
Therefore, the main objective of this manual is to prevent, detect and
correct any act of corruption that may jeopardize the institutional
integrity of Atlantic, applying to its officers, employees, suppliers,
customers and its subsidiaries, both in Brazil and abroad.
Objective

07
the practice of corruption or harmful acts against national or foreign
public administration in order to avoid them, also detailing the anti-
corruption procedures implemented by Atlantic, based on its premises
of Mission, Vision and Values.
It is also very important to highlight that this additional manual does
not replace the necessary knowledge of the Anticorruption Law, the
Code of Ethics and Conduct and other company policies.
Why we need an
Anti-corruption manual
when we already
have the code
of ethics and conduct

08
What is Compliance?
Compliance concerns the strict observance of the rules and laws, in line
with the principles whether inside or outside the companies, including
ethics, morality, honesty and transparency, not only in conducting
business but in all attitudes.
Compliance is a good governance tool, as well as a cultural change in the
way of acting and negotiating of Brazilian companies. The Compliance
system protects the company and its leaders against the practice
of crimes, has great importance on the value of corporate reputation,
minimizing institutional risk and making the company ethical and
professional.
What is corruption?
Concept
and Clarifications
One of the main focuses of Compliance is the fight against corruption,
therefore, it is necessary to understand the concept because of the
diversity of meanings. According to the dictionary it is “the lack of
integrity or honesty (especially susceptibility to bribery); use of a
position of trust for dishonest gain; moral perversion; impairment of
virtue and moral principles; destroying someone’s (or some group’s)
honesty or loyalty; undermining moral integrity; inducement (as of a
public official) by improper means (as bribery) to violate duty; decay of
matter (as by rot or oxidation)”.
Corruption may be any action that seeks to gain
advantages for one´s own interest, in other words,
it is the abuse of entrusted power for private gain.

09
According to the Brazilian Criminal Code, corruption can be classified
as active and passive, as follows:
• Active corruption: The act of offering advantage (in various ways)
or any kind of benefit to the server in order to affect the morality
of public administration, to induce him to perform, omit or delay the
competent action of his function.
• Passive corruption: The soliciting or receiving of an undue advantage
of any kind by a person in order to perform an action in the course
of his or her business.
The concept of corruption is broad and includes practices that have
the purpose of obtaining advantages, highlighting embezzlement,
bribery, fraud, extortion, nepotism, money laundering among others.
The best known form of corruption in the corporate environment is
the payment of bribes, but it may also take place in the form of gifts,
entertainment, travel expenses and so on.
Thus, this Manual addresses specifically corruption or harmful acts
involving public agencies, in line with the Anti-Corruption Law, but
the concept applies to corruption involving any entity, whether public
or private.
What are the harmful acts?
In addition to the acts of corruption, the Anti-Corruption Law covers
other aspects known as harmful acts against national or foreign
government. Harmful acts are considered all those carried out by legal
entities (commercial companies and simple companies, personified or
not, regardless of the form of organization or corporate model adopted,
as well as foundations, associations of entities or persons or foreign
companies which have their registered office, branch or representation
in Brazil) that go against the national or foreign public property,
against principles of public administration or against the international
commitments assumed by Brazil, defined as follows:

10
• Promising, offering or giving, directly or indirectly, undue advantage
to a public officer or third person related to him;
• Financing, sponsoring or otherwise subsidizing the practice of illegal
acts specified in the Anti-Corruption Law;
• Using the interference of an individual or entity to conceal or disguise
the real interests or the identity of the beneficiaries of performed acts.
• About bids and contracts:
Frustrating or defrauding by adjustment, combination or any
other expedient, the competitive nature of the public bidding
process;
Preventing, hindering or defrauding the performance of any act
of public bidding process;
Withdrawingorattemptingtowithdrawabidder,throughfraud
or any offer of advantage;
Defrauding public tender or contract resulting from it;
Creating, fraudulently or irregularly, a legal entity to participate
in public tender and to sign a government contract;
Obtaining advantage or undue benefit, fraudulently, from
modifications or extensions of contracts signed with the
government, without authorization by law, during the act of the
public tender or in the respective contractual instruments;
Manipulating or defrauding the economic-financial balance of
contracts signed with the government;
• Hindering investigations or supervisory activities of public agencies,
entities or employees, or intervening in their operation

11

12
Presentation of other terms used in the Anti-Corruption Law that we
need to know:
• Bribery: Offering, giving and/or receiving something of value in
exchange for favorable treatment by a company official authority
or official.
• Misappropriation/Embezzlement:Incriminallaw,itisreferredasthe
intentional, illegal use of the property or funds of another person for
one’s own use or other unauthorized purpose, particularly by a public
official, a trustee of a trust, an executor or administrator or by any
person with a responsibility to care for and protect another’s assets.
• Facilitation Payment: A financial payment that may constitute a bribe
and that is made with the intention of expediting an administrative
process. A facilitation payment is a payment made to a public or
government official that acts as an incentive for the official to
complete some action or process expeditiously, to the benefit of the
party making the payment. Examples of requested services include
telephony service, visas, water and energy supply, etc.
• Money laundering: Any act or attempted act to conceal or disguise
the identity of illegally obtained proceeds so that they appear to have
originated from legitimate sources.
• Unfair advantage or undue payment: Cash payments and any
transfer of value to influence or reward an official act or decision
of a public officer.
• Item of value: Money (in cash, check, stock etc), gifts, travel,
entertainment,joboffers,meals,discountswhenpurchasingproducts,
travel expenses reimbursement. Items of value may also include
event sponsorships, scholarships, research support and charitable
donations requested either for the benefit of government officials or
their families, even if they are for the benefit of a legitimate charity.
Other Important
Definitions

13
• Public official or Government official: The definition of “public
official” or “government official” applies to all officers and employees
of public companies or those controlled by the government. Public
officials include civil servants, judges and individuals who otherwise
carry out official public functions, or have otherwise been appointed
to serve with a public authority or agency, or have been commissioned
to perform public administration services. As this term is interpreted
broadly by the anti-corruption authorities, we list below some
categoriesofindividualsregardedas“publicofficials”forthepurposes
of anti-corruption laws:
Directorsandemployeesofanygovernmentagencyatnational,
state, regional or local levels, including elected officials;
Any individual temporarily acting in an official way for or on
behalf of any governmental entity (such as, a consultant hired
by a government agency);
Directors and employees of companies with government
participation;
Political candidates at any level, political parties and their
representatives;
Directors, employees or officials of any public international
organization such as the World Bank, the United Nations and
the International Monetary Fund;
The definition also covers the members of an official’s family
including the following relatives, regardless of where they
reside: spouse, children (whether dependent or not), siblings,
parents, grandparents and grandchildren. It also includes any
other person related by blood or by marriage and living in the
same household.
• Governmental entities: A government entity refers to commercial
enterprises, institutions, agencies and departments controlled by
the government or other public entities (regardless of total or partial
ownership or control), including research institutions, universities
and hospitals.

14

15
• Atlantic and all its subsidiaries, regardless of place of operation, are
responsible for maintaining a system of internal controls and records
that must reflect accurately all relevant accounting operations;
• The company broadly disseminates its code of conduct and all its
policies for knowledge and acceptance of employees and managers;
• A careful analysis is performed for hiring service providers, suppliers
and even customers, ensuring that they also entirely comply with the
company’s ethical standards and Anti-corruption Laws;
• Atlantic includes anti-corruption clauses in its contracts with
customers, suppliers and service providers in order to extend to its
partners the obligation to comply with anti-corruption laws and
internal rules of the Company;
• Trainings are carried out for an effective integration with the
regulations of the Anti-Corruption Law;
• Atlantic offers a reporting channel, ensuring the confidentiality
of information, to detect any corrupt practices that may happen in
the company.
Anti-corruption
procedures adopted
by Atlantic
Atlantic aims to prevent any act of corruption
and advises all employees to follow the principles
of the company with honesty and integrity

16
• It is the duty of all officers and employees of the company and its
subsidiaries in all operating units and countries to perform their
functions according to the Anti-Corruption Laws and to conduct all
businesswithintegrity,avoidinganyformoffraud,bribery,corruption,
forgery, dishonesty or money laundering.
• IEmployees must protect the image of the company and maintain
honesty, loyalty and integrity with the company, colleagues and
business partners.
• IRelationships with business partners and especially with public
officials must be guided by ethics, transparency and formality.
• IIn case of bribery attempt, any person with direct or indirect
connection to Atlantic, shareholders, employees or service providers,
must not open negotiations, consent or create expectations on the
other party and must contact the immediate supervisor.
• IEmployees and directors must not take precedence from their
position in the company. They must not receive, allow others to
receive or grant advantages to third parties that go beyond the usual
trade policies.
• IUse the reporting channel tool to inform unethical practices and
corruption.
• Consult your manager or supervisor before committing any dubious
act.
• Consult the Atlantic Code of Conduct.
What we can
and should do

17
• The adoption of actions that are considered violations of the Anti-
Corruption Law by intermediaries, service providers, contractors,
distributors, suppliers or partners, whether individuals or legal
entities related to Atlantic and its subsidiaries due to contract and /
or commercial relation is under responsibility of the Atlantic Group,
therefore,managersshouldberesponsibleforknowingthereputation
of the regulator and formally provide guidance on the practices that
are adopted and encouraged by the company to fully meet the Anti-
corruption Law (clauses, terms).
• Corruption risk assessment: the following examples of situations are
considered red flags for potential violations of the Anti-Corruption
Law by business partners:
The other part is known for violation of local laws;
Refusal to sign anti-corruption clauses in contracts or
agreements;
Request for unusual agreements or payments that contradict
local laws;
Contractingofanotherpartsuggestedbyagovernmentofficial;
The name is included in the National Register of suspended and
disreputable companies (www.portaItransparencia.gov.br/ceis).
Any doubt or questions about situations that might violate the Anti-
Corruption Law must be previously clarified with the Legal Department.

18
• It is prohibited under any circumstances to offer, authorize, pay
any item of value (p. 12) or make promises to any person related to
negotiations, directly or indirectly to a public official or a third party
related to him, candidates, political party or affiliate of any nationality
to influence or induce to obtain or retain business and other improper
advantage.
Employees of business entities controlled by governments are also
included in the public organization category.
• Offering and receiving bribes that may be presented in the form
of cash, gifts, entertainment, meals, travel, events, employment,
donations and so on;
• Practicing Payment Facilitation (amounts of money or property paid
to a public official to secure or expedite routine activities);
• Finance, fund, sponsor or otherwise subsidize the practice of illegal
acts provided by law;
• Use of interposed person or entity to conceal or disguise the real
interest or the identity of the beneficiaries of the performed acts;
• Harmful acts related to bids and contracts;
• Hindering investigations or supervisory activities of public agencies,
entities and employees or intervening in their operation.
What we
cannot do?

19
Penalties for corruption
related cases
For direct or indirect employees:
• Employees will have their employment contract terminated and
depending on the gravity of the act, be legally held to account;
• Service companies will have their contract terminated and be legally
held to account if the act is related to Atlantic.
For the company:
• The law provides for a fine, equivalent to 0.1% (one tenth percent)
to 20% (twenty percent) of the gross revenues of the last year prior
to the initiation of administrative proceedings, taxes excluded, which
will never be less than the advantage obtained, when the estimation
is possible;
• When the use of gross revenue criteria is impossible, the fine will be
defined from R$ 6,000.00 (six thousand reais) to R$ 60,000,000.00
(sixty million reais);
• Disclosure of the decision on communication channels.

20
Any employee should be aware that Atlantic has a channel to report
unethical behavior, in a broad sense. In addition, the channel is also
available to the employee for reports of any suspicious act or practice
that violates the guidelines in this manual.
Complaints can be identified or anonymous and in this case
confidentiality will be guaranteed.
Reports and
Complaints
This manual has been reviewed and approved by the Board of Directors
and put into effect. All other rules and regulations established by the
company remain in force.
Term

21
I hereby declare that I have received, read and understood the Atlantic
Anti-Corruption Manual and I fully agree to comply with the rules and
guidelines contained therein.
Name:
Position:
Department:
Place:
Date:
Signature:
Commitment Agreement

Anti Corruption Manual

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