Integrity Program

Message from the President

For the AMC Group and to reinforce its values ​​of more than 40 years in the market, it is essential to all its employees an ethical conduct, based on fidelity, justice and transparency, providing an environment of social sustainability.

The AMC Group Integrity Program, approved by its Shareholders, is committed to the fight against corruption, whether active or passive, in any form or context.

This “Integrity Program” guides your employees to conduct their business ethically and with absolute integrity.

I count on the commitment of all to follow the guidelines contained in this policy, as well as to promote and contribute to a more just society.

Annibal Crosara Junior – President Grupo AMC

Scope

The Anti-Corruption Policy envisaged in the AMC Group’s Integrity Program provides that all employees, partners and third parties (suppliers of materials and services) of its controlled companies, directly or indirectly, conduct their business activities with ethics and integrity, observing the laws, regulations, norms and practices instituted by the governmental authorities of Brazil and the countries in which the AMC Group operates.

Goal

With an express purpose of corruption intolerance, the AMC Group’s Anti-Corruption Policy commits itself to complying with the practice of “compliance” and demands that all its directors, managers, employees and third parties comply with its internal procedures and that business activities be conducted within the highest ethical standards and by the intolerance of corruption in any manner, form or condition presented, even if unethical activity is tolerated by society or not susceptible to legal penalty.

Therefore, under the authorization of the rules established in the Anti-Corruption Policy, all employees and third parties of the AMC Group have the duty to review their attributions, practices and business, in order to identify possible inconsistencies with the Anti-Corruption rules and immediately necessary adjustments, guaranteeing the repair of any damage generated. As well as informing the inconsistencies identified to the Integrity Committee of the AMC group, through the addresses indicated at the end of this document.

Rules

— Business with the Public Power

Any act of employees and third parties under the name of the AMC Group, which can guarantee, or give an improper advantage, accept or not and is expressly prohibited, has the purpose of:

a) Influence acts or decisions of Public Agents;

b) Induce any Public Agent to commit any act in violation of his legal duties;

c) Guarantee undue advantage to any Public Agent;

d) Induce any Public Agent to use its influence for the purpose of obtaining, maintaining or forwarding business to AMC Group companies and / or to any person.

Tenders and Public Calls

These practices are prohibited to the employees of the AMC Group and its partners acting on its behalf, in the Bidding and Public Calling processes:

a) Establishment of agreements of any kind aiming at “Price Alignment” with competitors;
b) Direction by influence in the elaboration of the bidding process with imposition of qualifications that specifically the companies of the AMC Group;
c) Exercise the practice of “Price Coverage” to a competitor;
d) Fraud, alteration and / or modification of documentation proving qualification in bidding processes.

The companies of the AMC Group that participate in bidding processes and public calls and that are winners, will formalize the composition of their prices in the bidding process, describing the composition of the winning value, indicating the prices of inputs, machines, services, hand of indirect costs, administrative costs, risk and expected profitability in each contract. The aforementioned minutes, after successful bidding and prior to the signing of the respective contract, will be subject to validation and approval by the Integrity Committee of the AMC Group.

Official documents

Employees and Third Parties of the AMC Group will not be allowed to offer any undue advantage to public agents for:

a) Obtaining validation and or, acceleration of registration and or, inspections;
b) Obtaining permits, licenses, and or, official documents authorizing individuals or legal entities;
c) Obtaining or advantages in public services;

Other Repasses

Gifts and Gifts: Only gifts and gifts will be accepted if they fulfill all of the following conditions: (i) they are institutional, such as pens, key chains, calendars, bags, etc. (ii) openly offered to all clients and / or by region of operation; (iii) have unidentified, transparent and properly documented documentation. The delivery of gifts and gifts in cash or gift certificates is prohibited. Feed baskets may be offered provided they comply with those indicated in items (ii) and (iii) above.

Political contributions: The political contributions must obey the established in the electoral legislation of the country. The free association of employees in the electoral process is not forbidden, as long as the actions do not influence and or may lead to any undue advantage to the AMC Group.

Donations and Sponsorships: The AMC group supports participation and contribution to charities (with recognition of public utility) and support for art, sport and culture. Provided that the contributions do not characterize breaches of this instrument, or that may influence commercial decisions in favor of the AMC group.

Travel: It is allowed to pay travel, travel, lodging and meals expenses to the Public Agent, customers and suppliers when necessary to fulfill the contract, and or, when established therein.

Accounting Registers

Any fact must be recorded and accounted for, prohibited: (i) accounting with inoffensive documents and / or, failing to faithfully portray the fact, (ii) inappropriate, ambiguous or fraudulent posting, (iii) use of deception to conceal and / or cover illegal payments , (iv) falsify and / or adulterate documents for the accounting record.

Conflict of interest

Employees and third parties are prohibited from using their position, position and or information for the purpose of obtaining improper advantage and / or personal gain, avoiding direct or indirect involvement in any business that is in conflict with the commercial interests of the AMC Group, or in any way compromises its independence and impartiality.

Tools

Code of ethics: All companies belonging to the AMC Group should adapt their codes of ethics and conduct to the premises set forth in this anti-corruption policy.

Contracts: Contracts signed with employees, partners and third parties will have specific clauses of science, agreement and adherence to the AMC Group Integrity Program.

Lecture: The AMC Group commits to annually address the AMC Integrity Program and its anticorruption policy.

Training: In the AMC Group’s internal training programs, the AMC Group Integrity Program and its anticorruption policy will be required to be disclosed.

Term of Science: all employees of the AMC Group will receive a copy of the AMC Group Integrity Program and formalize the Term of Science.

Monitoring

The Administrative Board of the companies belonging to the AMC Group will be responsible for the implementation, disclosure and follow-up of the Integrity Program, defining the resources necessary for its full execution and for full compliance.

Documentation and maintenance

The Human Resources Department of the companies belonging to the AMC Group will regularly document the training, lectures of the Integrity Program, proving the widespread dissemination of the anti-corruption policy, as well as being responsible for investigative reports, Integrity Committee minutes, materials, participations and certifications.

Penalties

Failure to comply with the standards issued by the AMC Group Integrity Program will be subject to penalties, such as: warning, suspension and termination of the contract (labor and / or supply).

Non-retaliation: The Anti-Corruption Policy does not allow any retaliation to any person who reports in good faith, alleged violation of the Integrity Program and applicable laws and regulations, regardless of the alleged misconduct reported and the results of the merit investigation formulated.

Integrity Committee

All complaints and / or misconduct will be analyzed by the Integrity Committee of the AMC Group, which will be secretariat by the Human Resources Manager of the company Emsa S / A. The duties of the Integrity Committee are:

a) To analyze and approve investigation or not, of all the complaints made in the internal communication channels, or external communication channels and complaints made by the supervisory authorities; and b) To meet regularly every quarter or extraordinarily whenever necessary;
(c) initiate investigation procedures;
d) Appoint internal or external investigators;
e) Acting and judging the reports of investigation of complaint;
f) Define penalties for infractions;
g) To recommend to the shareholders changes in the Integrity Program;
h) Recommend risk mitigation actions in anti-corruption policy;
i) Approval of the minutes of participation in public and public bidding processes.

The duties of the Secretary of Human Resources are:

a) Convene the meetings of the Integrity Committee;
b) Structure the agenda;
c) To prepare minutes of meetings of the Integrity Committee;
d) to receive the complaints made;
e) Archiving the documentation of meetings and paperwork;
f) Complying with and enforcing the deliberations of the Integrity Committee. The Integrity Committee will be composed of seven (7)
directors of the AMC Group, with a term of 03 (three) years and thus composed:

President: CEO of AMC Construções e Participações S / A
Vice President: Administrative Director of Servi Participações S / A
Member Counselor: Commercial Director of Servi Serg. e Vigilância de Instalaciones Ltda
Member of the Board of Directors: Engineering Director of Emsa Empresa Sul Americana de Montagens S / A
Member of the Board of Directors: Executive Director of Emsa Empresa Sul Americana de Montagens S / A
Member of the Board Member: Executive Director of ACJ Construções e Incorporações S / A;
Member Counselor: Legal Director of AMC Construções e Participações S / A.

Communication channels

The main communication channel for clarifying doubts, obtaining information and formulating a complaint will be the Human Resources Department of the AMC group, which will make available the following communication tools:

E-mail: integridade@amcparticipacoes.com.br
Phone: +55 62 4008 1192
Address: BR 153, Km. 504,6, Vila Brasília, Aparecida de Goiânia, Goiás,
Zip Code: 74.911-410

Final dispositions

In the event of a legal inquiry to investigate irregularities involving AMC Group companies, shareholders undertake to contribute to the assessments and encourage the active contribution of their employees.