INTRODUCTION
Marins Bertoldi Advogados (“MBA”), committed to adopting ethical and transparent behaviors, aiming to ensure that the office’s activities comply with the best market practices, establishes its Compliance program and publishes its Code of Ethics and Conduct 3rd edition .

An integral part of this Code is the Anti-Corruption Policy based on Law No. 12,846/2013 (Anti-Corruption Law) and international anti-corruption legislation, as well as the Protection of Personal Data based on Law No. 13,709/2018.

OBJECTIVE OF THE PROGRAM
The objective of the Compliance program is to promote an organizational culture that encourages ethical conduct and commitment to complying with the law, establishing, through the Code of Ethics and Conduct, general standards of conduct that should guide its internal and external relations.

The Anti-Corruption Policy aims to ensure that lawyers, trainees, interns, employees, couriers, correspondents, suppliers, and other individuals who may represent the MBA understand the general requirements of the Anti-Corruption Law and FCPA (Foreign Corrupt Practices Act), also serving as a tool prevention and guidance so that conflicts and violations of these laws are avoided.

Likewise, the Personal Data Protection Policy aims to ensure that lawyers, trainees, interns, employees, couriers, correspondents, suppliers, and other individuals who may represent the MBA understand and observe the provisions of the LGPD as well as adopt the correct practices and procedures protection of personal data of all individuals who are directly or indirectly linked to the provision of MBA services.

MESSAGE FROM THE FOUNDING PARTNERS
The future has intrigued us. We have shared expectations regarding the effects of new technologies on the performance of legal professionals. We imagine, with natural perplexity, the moment when machines will have the capacity to produce contracts or petitions. But, at one of the Tecnolaw meetings, an internal project that prepares our office for the future, Dr. Thaís Poliana reminded us of something fundamental: our essence cannot change.

In our office, the essence is clear: we act ethically. In our office, the essence is clear: we act ethically. We trust our work. We know that we need nothing more than our dedication to build the best solutions for our customers.

For the last 21 years, we have operated this way. And, regardless of what the future brings in terms of technological and social innovations, we will continue to act this way.

This second edition of our Code confirms our principles. It maintains the structure of the first edition, in addition to incorporating new themes. Topics that were debated mainly within the scope of the OAB, and which reflect a desire that has been forcefully affirmed by Brazilian society in recent years: the desire for an ethical country, both in the public and private spheres.

TO WHOM THIS CODE APPLIES
This Code of Ethics and Conduct applies to lawyers, trainees, interns, employees, messengers, correspondents, suppliers, as well as any person who acts directly or indirectly for or on behalf of the firm, who, together, from now on, are called Members.

SOME IMPORTANT CONCEPTS
FCPA – Foreign Corrupt Practices Act

The FCPA is a North American federal law that aims to prohibit the payment, offer or promise to pay monetary amounts or any other item of value to candidates for government positions, foreign political parties, public servants and authorities in order to obtain a undue advantage, obtaining or retaining business or some type of favorable differential treatment in commercial transactions.

The law also requires companies to maintain their books and records in such a way that they clearly and accurately reflect all their transactions and maintain a system of internal accounting controls in order to prevent bribery from being covered up.

General Data Protection Law (Law No. 13,709/2018)
The General Data Protection Law (“LGPD”) is a law that deals with the protection of personal data, amending the Marco Civil da Internet Law and establishing the legal system for the protection of personal data in Brazil. The LGPD will come into force in August 2020, and determines how data will be processed, both in physical and digital media, of natural person data, in order to protect the fundamental right to privacy.

COMPLIANCE

Compliance means complying with legal and regulatory standards, policies and guidelines established for the organization, as well as avoiding, detecting and dealing with any deviations that may occur in the most diverse tasks and procedures that permeate the day-to-day activities of institutions.
Compliance culture also means communicating concerns and making sure suspicious behavior doesn’t go unanswered.

Following what happens with the FCPA, Law No. 12,846/2013 encourages the maintenance of Compliance systems by mentioning the possibility of mitigating sanctions for those companies that demonstrate “the existence of internal mechanisms and procedures for integrity, auditing and encouraging compliance reporting irregularities and the effective application of codes of ethics and conduct within the legal entity”.

PROCEDURES AND CONDUCT

1. Procedures of the Code of Ethics and Conduct

1.1 OAB Code of Ethics and Discipline
The MBA is guided by the Code of Ethics and Discipline of the Brazilian Bar Association, complying with the principles that form the professional conscience of the lawyer and represent imperatives of his/her conduct.

1.2 Clients
MBA members understand that in relation to clients, the following should be done:
• avoid those whose reputation is questionable and/or does not comply with ethical principles compatible with the MBA’s stance and/or the market in which it operates;
• act with courtesy and efficiency, offering accurate and truthful information, so that they can choose the best service option according to their needs;
• strive for dignity and loyalty, not providing misleading or unfounded information about the firm’s services and, under no circumstances, granting advantages, direct or indirect, that contravene the firm’s policies;
• maintain absolute confidentiality of the information obtained, complying with the provisions of the LGPD regarding the protection of personal data and the safeguarding of privacy;
• be in good faith and not alter or distort the content of documents;
• refrain from giving opinions or issuing opinions without being sufficiently informed, authorized and properly documented;
• inform, in a clear and unequivocal manner, about any risks of the client’s claim, and the consequences that may arise from the demand;
• clarify, to anyone who requests their opinion or sponsorship, any personal circumstances that may influence the resolution of the case; and
• not to represent, in court or out of court, clients with opposing interests, when they are members of the same professional society, or gathered together on a permanent basis for reciprocal cooperation.

1.3 Suppliers and partners
The hiring of suppliers and the establishment of partnerships by the MBA must be guided by the following criteria:
• Suppliers must not be contracted and partnerships established with those who have a dubious reputation and/or do not comply with ethical principles compatible with the MBA’s stance and/or the market in which it operates;
• hiring suppliers and entering into partnerships must always be based on technical and professional criteria;
• as contratações de fornecedores e a celebração de parcerias deverão sempre ser baseadas em critérios técnicos e profissionais;
• whenever possible and necessary, the hiring of suppliers and the establishment of partnerships must respect the principles of free competition, which include sound price quotation and quality assessment procedures, ensuring the cost-benefit ratio.

1.4 Conflict of interest
A conflict of interest may occur when personal objectives interfere with a member’s assessment and objectivity in relation to defending clients’ interests and developing other work representing the MBA.
Examples of circumstances in which there is a conflict of interest are:
• the existence of direct or indirect financial advantage for the member;
• the relationship with any competitor, supplier, client, partner or consultant that influences the development of the member’s professional work, such as, but not limited to, the defense of clients’ interests;
• situation involving family members or friends of members that compromises the defense of clients’ interests or the development of their professional work before and on behalf of the MBA;
• solicit or accept gifts or any other improper advantage from a supplier, client or other party doing business with the MBA or seeking to do so (except in accordance with the firm’s policies governing the receipt of gifts, gratuities and entertainment, which permit the acceptance of small gifts); and
• improper use of MBA assets (including tangible assets, confidential information, non-public information or business opportunities).
Any situation that appears to create a conflict of interest must be reported to the Compliance Committee.
No decision or measure, whether taken within or outside of business relations with the MBA, should conflict with the responsibilities towards the firm, and it is prohibited to misuse the firm’s resources or the prerogatives of one’s position.
Members must always take into account how their decisions or measures will be interpreted by others, inside or outside the office. It is essential to proceed in a way that avoids the slightest indication of a conflict of interest.
All actual or potential conflicts must be immediately reported to the firm’s Compliance Committee for review, including those circumstances where there is doubt about an actual or potential conflict.

1.5 Gifts and Entertainment
It is prohibited for MBA members to autonomously accept or give gifts, favors and entertainment activities, and prior knowledge and authorization from the Compliance Committee is required for this purpose.
The Compliance Committee must impose the refusal to receive or offer any favor that implies an obligation on the part of the party receiving the gift, or that gives rise to consideration for preferential treatment in obtaining contracts, services, goods or business with the MBA.
It will be acceptable to receive and offer gifts, favors and entertainment, in cases where these:
• are not seen as a bribe, payment or improper attempt to exert influence;
• do not cause embarrassment when revealed publicly;
• are of little value; and
• do not violate the MBA Code of Ethics and Conduct.

1.6 Political activities and contributions
The exercise of voting and active participation in the political process are encouraged by the MBA. However, members are prohibited from engaging in political-partisan activities while performing their duties, in the workplace or on behalf of the MBA. These activities must always be carried out on a personal basis and in a way that does not interfere with your professional activity in relation to the MBA.
Working hours cannot be used to assist political parties, candidates or campaigns.
The internal circulation of material with partisan political content is strictly prohibited, especially when done via the email service offered by the MBA for professional use.
This restriction includes the reproduction of journalistic material, regardless of the source, that in some way has a political party orientation.

1.7 Colleagues, political agents, authorities, public servants and third parties
The MBA strives for respect and consideration among professional colleagues, political agents, authorities, public servants and third parties in general, demanding equal treatment from everyone with whom they interact.

1.8 Advertising
Any and all advertising carried out on behalf of the MBA must be guided by the rules defined by the Code of Ethics and Discipline of the Brazilian Bar Association, which, in summary, establishes that:
• participation in the media must be for exclusively illustrative, educational and instructive purposes, without any personal or professional promotion purposes;
• columns maintained in the media or texts published in the name of the MBA must not promote customer acquisition;
• it is forbidden to habitually respond to queries on legal matters in the media, as well as to debate a case under the sponsorship of another lawyer;
• sponsorship of scientific or cultural events or publications is permitted; and
• telephony and the Internet can be used as advertising vehicles, including for sending messages to specific recipients, as long as they do not involve offering services or attracting customers.

1.9 Fees
The MBA values ​​a fruitful and long-lasting relationship with its clients. Therefore, when defining its fees, the MBA will observe all the disciplines contained in the Code of Ethics and Discipline of the Brazilian Bar Association, especially those concerning avoiding the debasement of fees.
The MBA, aware of its importance to society, encourages, within the scope of the Code of Ethics and Discipline of the Brazilian Bar Association, the provision of services on a pro bono basis.

1.10 Data Protection
The MBA will observe the provisions of Law No. 13,709/18 – General Data Protection Law – LGPD, in the processing of the personal data of its members. The MBA will use this information for the exclusive purpose of formalizing and concretizing the employment relationship with its members or to formalize and concretize contractual relationships with its Suppliers. The personal data that may be used include name, addresses, telephone contacts, email addresses, date of birth, gender, filiation, marital status, place of birth, nationality, civil identification, tax identification, passport, professional resume, profession, professional training, among other strictly necessary data, verified in the specific case and provided that the treatments that will be carried out on its owner are duly informed.
The data will only be used during the relationship with the members, and once the relationship ends, the data will be deleted.
It is hereby established that members may assert their rights regarding their personal data at any time, with the MBA undertaking to carry out the appropriate procedures to meet the request within a reasonable time, except when it involves compliance with legal, contractual and/or regulatory obligations.
Members will expressly declare their consent through a Data Collection Acknowledgement Form, which must be signed and returned to the MBA.

ANTI-CORRUPTION POLICY

2. Bribery
Bribery consists of the offer, promise, donation, request, authorization to pay something of value in exchange for favorable treatment by a company, institution, government authority or public servant.

It is forbidden for any member, acting on behalf of the MBA, to offer, promise, authorize, deliver or pay any amount, donation of gifts or entertainment to any government authority, third party related to it, or to any other person or entity in the commercial or private sector, with the intention of inducing the recipient to abuse his/her position or obtain undue advantages.
The Code of Ethics and Conduct applies not only to the person who paid the bribe, but also to people who took action in response to a payment, such as approving the payment of a bribe.

Under no circumstances should members offer or receive any advantages, directly or indirectly, while carrying out their activities. These prohibitions apply regardless of whether the conduct involves government officials, private companies or entities, or individuals, and regardless of the amount involved.

Direct or indirect contributions should not be made to political parties, organizations or individuals involved in partisan politics, as a way of obtaining an illegal advantage.

No member will suffer a penalty for failing to offer a benefit to a public agent or any other institution, even if this results in not achieving the necessary objectives.
To reduce the risk of third parties acting as bribery facilitators, any contributions to philanthropic and/or social projects, including schools, educational funds and infrastructure projects, must be previously approved by the Compliance Committee.

Donations should be made only for legitimate philanthropic reasons, to serve humanitarian interests and to support cultural or educational institutions. It is not permitted to make a donation in exchange for specific office treatment by a public servant.
The hiring of an employee, consultant or supplier of goods or services must be carefully evaluated whenever it involves:

• government authority (currently in office or not);
• relative of a government official; and
• entity in which a government authority has a substantial investment or other financial interest.

2.1 Warning Signs
To ensure compliance with the Anti-Corruption Law, it is important that members remain alert to the existence of warning signs, which may suggest that undue advantages or payments may be occurring.
You should be extra suspicious of any of the following warning signs:

• “Nobody will notice”;
• “I would not have been able to do my job if I had followed all the policies and procedures”;
• “We have always done this, so it must be acceptable”;
• “It’s not my problem, because it’s not my job; someone will notice anyway”; and
• “We will correct this later.”
Upon noticing any warning signs, the member must report his/her concern to the Compliance Committee, which will conduct a confidential investigation, if the reported concern so requires.

2.2 Clients
The MBA, in the exercise of its activities, must take care in providing services to individuals and legal entities that, in some way, may compromise the image of the firm.

2.3 Suppliers
The MBA’s principle is to work with reputable suppliers and business partners.
The MBA adopts ethical and legal practices in the selection, negotiation and administration of all activities, treating all suppliers and business partners with respect, without privileges, favors or discrimination of any nature, regardless of the volume of business maintained with the supplier.

2.4 Third Parties and Correspondents
The rules contained in this Code of Ethics and Conduct are applicable to all those who represent the MBA, such as third parties and correspondents.
Service provision contracts signed with third parties and correspondents must be based on the MBA’s needs and contain clauses referring to the Code of Ethics and Conduct.
No third party, acting on behalf of the MBA, should exercise improper influence over public servants or be appointed by public servants to provide services to the firm or its clients.

2.5 Violations of the Code of Ethics and Conduct and protection against retaliation
It is everyone’s responsibility to report any deviation in conduct and suspected violation of the principles defined in this Code of Ethics and Conduct, regardless of the identity or position of the person suspected of the violation.

Reports of violations, whether made by an identified person or not, must be directed to the Reporting Channel.

All information received will be treated confidentially and secrecy by the Compliance Committee. The Committee undertakes to maintain confidentiality regarding the identity of those who reported and/or participated in the investigation into the reported violation.

The MBA repudiates any discrimination or retaliation against members for having, in good faith, reported a suspected misconduct, even if the complaint is found to be unfounded at the end of the investigation process.

If any type of discrimination or retaliation is identified, any member who adopts such behavior will be subject to internal procedures, which may result in dismissal, exclusion or termination of contract.

Failure to address possible violations will also be considered unethical conduct. Therefore, all members have the duty to immediately report any violation of this Code of Ethics and Conduct, under penalty of being subject to internal proceedings, which may culminate in their dismissal, exclusion or contract termination.

Proven violations will result in varying disciplinary actions, depending on the severity of the situation.
In the case of third parties and correspondents, failure to comply with the Code of Ethics and Conduct may result in immediate termination of the contract.

2.6 Management of the Code of Ethics and Conduct
The management of the Code of Ethics and Conduct is the responsibility of the Compliance Committee, whose role is to promote the actions necessary for its implementation, clarify doubts regarding its content and possible situations of inappropriate ethical conduct, and review the Code when necessary.
All members must be fully aware of the provisions of the Code of Ethics and Conduct and seek to understand its guidelines and directions.

2.7 Term of Agreement
Commitment is essential for the Code of Ethics and Conduct to be a true instrument and guide for conduct on behalf of the firm. All members are responsible for applying it in their daily professional lives.