Message from the President

Timbro is committed to acting ethically in compliance with integrity and honest practices. The company promotes sustainability and does not tolerate corruption. It seeks to build respectful and human relationships, ensuring a workplace where everyone feels good about doing what is right.

Timbro Integrity Policy reflects our convictions and guides the decisions made by everyone who is part of the Timbro team, as well as our suppliers, customers, and business partners. Its content will be regularly updated to ensure transparency in our actions and Timbro’s clear, open, and secure communication with the parties involved and/or interested in our business. For this reason, all our employees and partners must know, understand, and observe the rules in this Integrity Policy.

1. Purpose

The Integrity Policy (“Policy”) complements TIMBRO’s Code of Ethics and, together, they define the essential guidelines of the Compliance Program of all companies that make up the TIMBRO Group, referred to in this Policy simply as “TIMBRO.” This Policy defines corporate standards that address the following topics:

    • Prevention and fight against unlawful acts
    • Distribution of gifts, giveaways, hospitality
    • Contributions
    • Relationships with the Public Administration and its agents
    • Relationships with the competition and business partners
    • Relationships with third parties
    • Conflict of interest
    • Reporting channel
    • Disciplinary measures

The provisions of this Integrity Policy observe the best practices in the market and summarize the requirements of important regulations related to corporate integrity, including, but not limited to the following:

    • Federal Law 12846/2013 (Anti-Corruption).
    • Federal Decree 11129/2022 (regulates the Anti-Corruption Law).
    • Federal Decree 10.889/2021.
    • Federal Law 12529/2011 (Defense of Competition)
    • Federal Laws 9613/1998 and 12683/2012 (Money Laundering)
    • Federal Law 13260/2016 (Anti-Terrorism Law)

2. Target audiences

This Policy shall be observed by everyone acting on behalf of or directly or indirectly involving TIMBRO, including:

    • Chief Executive Officer, Chief Financial Officer;
    • Members of the Audit Committee and Board of Directors;
    • All other statutory employees not listed above;
    • Formal employees, including temporary ones;
    • Interns and apprentices;
    • Legal representatives of TIMBRO in Brazil and abroad;
    • Employees of companies hired by TIMBRO; and
    • Any third party acting on behalf of and in the interest of TIMBRO.

Everyone that is subject to this Policy who fails to comply with its requirements will be submitted to appropriate disciplinary measures and sanctions to be defined according to a fair and impartial analysis on a case-by-case basis.

No one is authorized to allow exceptions to the rules of this Policy

3. Definitions

    • Agreement: An association between two or more people or companies to achieve some purpose of mutual interest – it may be a verbal or written agreement.
    • Public Administration: Federal, state, or municipal public bodies, as well as public organizations, such as autonomous (government) agencies, public foundations, public schools and universities, public research institutes, public hospitals, public companies, mixed capital companies, regulatory agencies, etc.
    • Intermediary Agent: Third-party that directly or indirectly acts on behalf of TIMBRO with the Public Administration.
    • Political Agent: Person holding or running for an elective office, with a role in a political party and political party cadres, and a politically exposed person (PEP).
    • Public Agent: Person who, even if temporarily or without compensation, holds a position, employment or public function in bodies or entities of the Union, Federal District, state or municipality, and in legal entities controlled, directly or indirectly, by the Union, Federal District, state or municipality. It includes Political Agents.
    • Unlawful Act: Voluntary (intentional), imprudent, impromptu or negligent act or omission that is prohibited or unacceptable by law.
      • Examples: Acts of corruption, distribution of gifts, inadequate contribution, terrorism financing, cartel formation, fraud, frustration of public or private bids, infringement of free competition, money laundering, bribery and facilitation payment, exchange of personal or financial favors, influence peddling, use of one’s role to obtain undue advantage for oneself or third parties, misuse or leakage of confidential or privileged information.
    • Gift: Item of low economic value for general distribution as a free item, for advertisement, promotion or usual disclosure, which has no marketing value.
    • Elective office: Public office held by a person elected through popular voting, including executive positions like president, governors, and mayors; as well as legislative positions like senators, federal deputies, state deputies, and councilors.
    • Cartel: Explicit or implicit agreement of companies to obtain profits by illegal or unethical (dishonest) means. Cartel companies often achieve their purposes by frustrating bids, eliminating competition, combining prices, setting production quotas, exchanging confidential information, etc.
    • Items of value: Any object, asset, service or conduct that represents a benefit or advantage or gain, whether economic or not, that is of value to the recipient or third party related to it. For example: cash amount as well as economic value (which can be converted to cash), objects (pens, alcoholic beverages, leather briefcases and bags, clothes, watches, cell phones, electronic devices, household appliances, etc.), travels, lodging, meals, registration for congresses or seminars, invitations or tickets for cultural, sports or entertainment events, etc. Items of value are also privileged or confidential information, exchange of favors, job offers, gratuities, special discounts on products or services, etc.
    • Conflict of interest: Situation in which someone prioritizes personal interests (their own or those of people or companies with whom they have a relation) over the legitimate interests of TIMBRO and/or its stakeholders.
    • Real conflict of interest: a situation with a clear conflict of interest.
    • Potential conflict of Interest: a situation that may lead to a real conflict of interest in the future.
      • Spouses: wife/husband; partner.
      • Degrees of kinship up to 2nd degree:
        • By consanguinity or legal adoption:
          • Father, mother, children (1st degree)
          • Brothers/sisters, grandparents, and grandchildren (2nd degree)
        • By affinity:
          • Father-in-law, mother-in-law, son-in-law, daughter-in-law (1st degree)
          • Stepfather, stepmother, stepchildren (1st degree)
          • Brother-in-law, sister-in-law (2nd degree)
    • Contribution: Donation, sponsorship, support, financial contribution etc. provided or received by TIMBRO.
    • Internal controls (or Activities of Control): Monitoring actions that help ensure compliance with TIMBRO’s guidelines.
    • Corruption: Acts that are harmful to national or foreign public administration practiced by organizations that threaten national or foreign public property against principles of public administration or against international obligations assumed by Brazil, as defined in Art. 5 of Law 12846/2013.
    • Active Corruption: Act of corruption that refers to offering a bribe to someone.
    • Passive Corruption: Act of corruption that refers to accepting a bribe from someone.
    • Diligence: A series of investigations to be performed: (II) before hiring a third party (due diligence) to assess the third party’s competence and reputation; (ii) during the term of the contract to monitor compliance with contractual clauses that address the topics of this Policy.
    • ESG Strategy: A document that defines TIMBRO’s objectives regarding the integration of sustainability into its daily activities. It also ensures transparency with stakeholders.
    • Fraud: Act of deceiving and harming people or companies to obtain items of value or fail to fulfill obligations or duties. In addition to lying, fraudsters often falsify documents, identities, brands, products, etc.
    • Hospitality: Provision (or hiring) of services related to transportation, foods, accommodation, courses, seminars, congresses, events, trade shows, or entertainment activities granted by a private agent to a public agent in the institutional interest of the body or entity in which the agent operates.
    • Money laundering: Act that consists in concealing in licit operations the origin of illegally obtained commercial or financial resources. It is a major source of terrorism financing.
    • Corporate operations: Operations between legal entities, such as: merger, acquisition, incorporation, joint venture, purchase of corporate share or asses, as well as partnerships and associations (e.g. for distribution of products or services).
    • Facilitation payment: Payment made to a public agent to initiate, speed up or end bureaucratic processes.
    • Business Partner: TIMBRO’s supplier or customer, either an individual or a legal entity, who directly or indirectly participates in the large-scale chain of activities performed by TIMBRO related to import, export and trade of metals and soft commodities.
    • Politically Exposed Person (PEP): A public agent who holds or has held in the previous five years, in Brazil or abroad, relevant public positions, jobs or roles, as well as their representatives, family members, and other close people.
    • Gift: Product, service or advantage of any kind which has commercial negotiation value and is not a giveaway or hospitality.
    • Corruption risk: Possibility that administrators, employees or third parties representing TIMBRO to promise, offer or give, directly or indirectly, undue advantage to (i) a public agent; (ii) a partner, manager, director, employee or representative of a legal entity governed by private law, or (iii) a third party related to them, with the purpose to obtain undue advantage for themselves, for others or for the Company; that finance, fund, sponsor or somehow support the practice of unlawful acts described in Law 12846/2013; and, who use an intermediary individual or legal person to hide or disguise the real interests or the identity of the beneficiaries of the acts performed.
    • Bribery: Act of paying, offering or promising items of value to someone to influence (“buy”) the decision or action of one or more persons in order to obtain unlawful or unethical advantage for the company, for himself or herself, or for third parties.
    • Third Party: individual or legal person that provides services or represents the interests of TIMBRO, including lawyer, advisor, consultant, contractor or subcontractor, forwarder, carrier, warehouse representative, agents, commercial representatives, distributor, construction contractor, manufacturer, intermediary, laboratory representative, dealer etc.
    • Influence peddling: Act of using the position held at TIMBRO or relationships with authorities to improperly obtain items of value for oneself or third parties.

4. Structure of the Compliance department

The structure of the Legal and Compliance Board is directly linked with the CEO of TIMBRO, with unrestricted access to Senior Management members in order to ensure impartiality and autonomy to all its operations and controls.

The main role of the Compliance department is the implementation, development, and monitoring of the Integrity Program. It also has preventive, normative, educational, monitoring and control, advisory and deliberative activities.

The Legal and Compliance department is available to answer questions about the provisions of this Policy, through the Culture and Ethics Channel (https://timbrotrading.com/canal-de-cultura-e-etica/).

5. Prevention and fight against unlawful acts

Everyone that is subjected to this Policy is not allowed to:

    1. Directly or indirectly perform any illegal act in the activities, businesses, and operations of TIMBRO.
    2. Be complicit (accomplice, complacent, partaker, etc.) in any unlawful act that involves or has an impact on TIMBRO or its reputation.

Everyone subjected to this Policy has, in the course of their daily activities, the obligation to prevent, identify, and inform to their managers and to the Ethics and Compliance department weaknesses in the processes and systems that can be used as means to perform unlawful acts of any nature involving TIMBRO.

5.1. Corruption

TIMBRO prohibits in its activities, businesses, and operations any act or omission that may constitute corruption involving the public administration and/or any public or private agent in Brazil and abroad.

The following conducts also constitute acts of corruption under this Policy:

    1. Prevent investigations or inspections and promise, offer or give, directly or indirectly, undue advantage to a public or private agent.
    2. Finance, fund, sponsor or in any way subsidize the practice of unlawful acts foreseen in this Policy.
    3. Use an intermediary individual or legal entity to hide or disguise the real interests or the identity of beneficiaries in acts performed.
    4. Regarding bids and contracts:
      1. frustrate or defraud the competitive nature of a public bidding procedure through adjustment, combination or any other method;
      2. prevent, disturb or defraud the performance of any act of the public bidding procedure;
        remove or seek to remove bidders through fraud or by offering an advantage of any kind;
      3. defraud a public bidding process or the resulting contract;
      4. irregularly create a legal entity to participate in a public bidding process or enter into an administrative contract;
      5. irregularly obtain an undue advantage or benefit from modifications or extensions of contracts entered into with the public administration, without authorization by law, in the public bidding act or in the respective contractual instruments; or
      6. manipulate or defraud the economic-financial balance of contracts entered into with the public administration.
    5. Prevent the investigation or inspection activity of public bodies, entities or agents, or intervene in their activities, including regulatory agencies and supervisory bodies of the national financial system.

TIMBRO points out that the mere promise of an undue advantage is enough for TIMBRO to be held liable, as it doesn’t matter whether the act has been actually performed by the public agent. Therefore, everyone subjected to this Policy must refrain from any conversation and interaction in this sense.

Remember: Based on the ethical principles of the Ethical Commitments, under no circumstances TIMBRO seeks to close deals by offering or promising any undue advantage. These practices represent a crime and may cause sanctions for those involved and for TIMBRO, in addition to heavy financial and reputational damage for TIMBRO.

Likewise, TIMBRO prohibits acts involving a bribe to private agents and private companies or individuals with which TIMBRO has or may have a commercial relationship.

5.2. Fraud

TIMBRO prohibits in its activities, businesses, and operations any act that may constitute fraud, for example:

    1. Change the name of beneficiaries of payments.
    2. Tampering with results or processes (sales, purchases, administrative results, etc.) aiming to achieve goals of any nature, for example.
    3. Increase the amounts of expenses, or invent them, to divert money from the company or use any other means for this purpose.
    4. Forge signatures on checks, documents, etc.
    5. Change or tamper with documents, reports or records of any nature.
    6. Change or tamper with payroll, commissions, compensations, etc.
    7. Falsify or celebrate contracts, conduct sales, purchases, and fictitious transfers.
    8. Obtain benefit, help or contribution through lies.
    9. Make duplicate and unauthorized payments or incur expenses that are not supported by formal documents or not allowed according to TIMBRO’s policies.
    10. Take away or abusively use TIMBRO’s assets and properties.
    11. Take away or inadequately use financial or non-financial resources.
    12. Use or disclose confidential or privileged information.
    13. Use procedures contrary to the law to suppress or reduce taxes or contributions or other duties.
    14. Use TIMBRO’s resources to purchase products or services for oneself or third parties.

5.3. Money laundering and terrorism financing

TIMBRO prohibits in its activities and businesses any act that constitutes concealment or dissimulation of the nature, origin, location, arrangement, handling or ownership of products, rights or values which are directly or indirectly related to criminal offense.

To prevent these issues, TIMBRO adopts the following practices:

    1. Risk assessment and monitoring of funding, intermediation and investment activities using own or third-party resources, in national or foreign currency, in order to prevent resources resulting from or that promote illegal transactions.
    2. Adoption of controls to prevent and fight against tax evasion or deviation of resources.
    3. Adoption of controls to prevent and fight against frauds.
    4. TIMBRO does not use the services of financial institutions that can be characterized as “shell banks” or “nested financial institutions.”
    5. For prior and regular due diligence of our main third parties – special care should be considered in real estate and foreign exchange transactions.
    6. Due diligence in merger and acquisition processes.
    7. Accounting records that fully, accurately, and transparently reflect the transactions of the legal entity

TIMBRO prohibits in its activities and businesses any act that may constitute support or financing of terrorism in Brazil or abroad.

Remember: Acts of terrorism are characterized by the use of physical or psychological violence through attacks on people or facilities, in order to create a feeling of fear in society. It is used by various groups, such as political organizations, separatist or revolutionary groups, and even by ruling governments.

6. Distribution of gifts, giveaways, hospitality

As a result of the business relationships built by TIMBRO’s employees with customers and/or partners, they may experience situations of offering or receiving gifts, giveaways, and hospitality services. While many of these activities are legitimate, they may convey an idea of undue influence on a business, transaction, or service decision.

Therefore, TIMBRO’s employees:

    1. should not offer or accept gifts of any value (see the meaning of gifts in the “Definitions” section);
    2. should not offer or accept gives or hospitality services in relationships with private agents, whose total amount exceeds BRL 500.00 (five hundred Brazilian reais) in a period of 12 months, such as current or potential customers, sellers, suppliers or another person doing business or who wishes to do business with TIMBRO;
    3. should not offer or accept giveaways, gifts or hospitality services to or from a public agent.

All gifts and hospitality services to or from such persons must be reported to the Legal and Compliance Department.


    • Under no circumstances should the gift or hospitality service influence a business, transaction or service decision. Also, it must be consistent with local habits and reasonable, considering the context in which gifts are given or received.
    • Employees should avoid any potential violation of this Policy. Employees are encouraged to contact the Legal and Compliance Department regarding specific activities or aspects involving this Policy before engaging in external activities or relationships that may violate this Policy.
    • TIMBRO encourages its employees and third parties, as well as the general public, to report any conduct that may characterize a violation of the professional behavior described in this Policy through the channels detailed in item 14 of this Policy.
    • Gifts or hospitality services can only be offered/received according to the laws and regulations in force in the locations where we operate.
    • We do not ask or suggest the receipt of gifts or hospitality services for any person or institution. Also, we do not accept requests or suggestions in this regard.
    • We only receive gifts and hospitality services sent to our workplace.
    • Gifts and hospitality services offered by TIMBRO must be recorded in the accounting books.

What to do with gifts/giveaways/hospitality services that should be refused?

    • Gifts and hospitality services that, for any reason, cannot be received by administrators, employees, and service providers must be kindly refused and returned using the model letter in Annex 1.
    • In situations where it is not really possible to return a gift or hospitality service, the person who received it must send an email notifying the giver that the item will be distributed by raffle to TIMBRO employees – the standard text of the email is provided in Annex 2.
    • The Ethics and Compliance Executive Committee should receive a copy of such email in order to enter the gift or hospitality service in Compliance controls.

7. Contributions

Purpose and nature of Contributions:

    1. No Contribution shall be made or received due to any type of pressure or for unlawful purposes; nor should it leave room to be interpreted as such.
    2. Contributions made or received must be properly recorded in the accounting books.
    3. Actions benefiting from Contributions must be approved by the Compliance Committee, based on transparent criteria such as:
      • Be aligned with TIMBRO’s purposes.
      • Be relevant to those involved.
      • Be compatible with the invested resources.
      • Comply with laws, regulations, and best practices recognized by the market.
    4. Due diligence must be conducted before a Contribution is granted in order to assess the competence and reputation of the institutions and people responsible for the benefited action.

7.1. Contributions to Public Agents

    1. It is prohibited to make contributions of any amount to Public Agents, including Political Agents.
    2. Contributions to public administration bodies must be previously approved by the Ethics and Compliance Deliberative Committee and clearly promote the common good; for example:
      • Cultural and social actions (to promote education, health, public security, human development, etc.) or humanitarian actions to communities.
      • Actions to preserve or recover the environment.
      • Construction, preservation, or renovation of public spaces and properties: community centers, sports centers, police stations, schools, hospitals, museums, squares, theaters, etc. Note: these projects may include equipment, machinery, and furniture.
    3. It is prohibited to make Contributions to judicial bodies, regulatory bodies, or supervisory bodies.
    4. It is prohibited to make Contributions to organizations of Public Agents.

Note: A contribution prohibited in this item may be allowed if approved by the Ethics and Compliance Deliberative Committee, provided that it does not characterize an act that violates a law and/or a conflict of interest.

7.2. Contributions to the Third Sector

Contributions to third-sector institutions must be previously approved by the Ethics and Compliance Deliberative Committee.

The conversion of tax incentives into Contributions for third-sector organizations – for example, sponsorship of actions approved under the Rouanet Law – must be previously approved by the Ethics and Compliance Deliberative Committee.

7.3. Contributions to Trade Unions

Contributions on behalf of TIMBRO to cover expenses of trade unions, such as renovation of trade union headquarters, events, purchase of equipment, etc., are prohibited.

8. Relationships with the Public Administration and its Agents

Practice and direct or indirect participation in acts against the national or foreign public administration as defined in Federal Law 12846/2013 (Anti-Corruption Law) are prohibited.

Facilitation Payment to any Public Agent in Brazil or abroad is prohibited.

Interactions of TIMBRO’s employees, directors, and service providers with Public Agents that are not part of the regular activities of TIMBRO should be related to topics of legitimate interest of TIMBRO or the society and approved by the Board of Directors or the Ethics and Compliance Deliberative Committee.

8.1. Meetings

Meetings with representatives of national or foreign public administration must observe the following requirements:

    1. Schedule meetings in advance on the corporate agenda. In cases of extraordinary meetings, schedule after the end of the meeting.
    2. Keep records of the meetings, containing at least information of the participants, the public institution involved, date, and topics discussed.
    3. Choose suitable and professional places for meetings and, whenever possible, be accompanied by another employee of TIMBRO.
    4. Clearly reject any request for an undue advantage or payment.
    5. Reject the receipt of confidential and/or privileged information that may benefit TIMBRO.
    6. Immediately report any request for undue advantage using the TIMBRO’s Reporting Channel, as described in item 14 of this Policy.

8.2. Hiring

Hiring of a Public Agent or former Public Agent by TIMBRO to provide consulting services, issue reports, provide lectures, courses, training etc., must:

    1. Be expressly permitted by law.
    2. Respect quarantine periods relating to the office held by the Public Agent or former Public Agent.
    3. The work to be performed by a Public Agent or former Public Agent can’t constitute a real conflict of interest.
    4. Have a justifiable and transparent reason for hiring a Public Agent – and not another professional from the private sector.
    5. Be authorized by the Ethics and Compliance Deliberative Committee of TIMBRO.

9. Relationships with Competitors and Business Partners

We understand that when competition for consumers/customers is not limited by illicit arrangements between competitors or market participants or by their abusive practices, society tends to have benefits from better prices, innovation, and other positive effects. For this reason:

TIMBRO does not allow the practice or direct or indirect participation in acts against the economic order, freedom initiative, free competition, social function of property, consumer protection, and repression of abuse of economic power, as defined in Federal Law 12529/2011 (Defense of Competition Law), for instance:

    1. Limit, distort or somehow affect free competition or free initiative.
    2. Unlawfully control the relevant market of goods or services.
    3. Illegally increase profits.
    4. Abusively hold a dominant market position.

The information, communications or correspondences of TIMBRO with competitors must be properly stored, protected, and handled by administrators and employees according to the Defense of Competition Law and prevent unlawful use of such information.

The sources of information about competition and market should be handled with transparency.

Major corporate operations (mergers, acquisitions, associations, etc.) must be submitted to CADE (Administrative Council for Economic Defense), a federal body linked with the Ministry of Justice, before closing the deal, as defined by law.

During operations subject to CADE:

    • No person or company linked with TIMBRO may provide, receive or exchange strategic and commercial information about the business with anyone without express authorization from the Ethics and Compliance Deliberative Committee of TIMBRO.
    • Beginning of payments, team integration, services or products should be avoided before the approval by CADE, as defined by law.

9.1. Interactions with Competitors

    1. TIMBRO’s relationships with competitors should be exclusively focused on the development of the sector and the market.
    2. TIMBRO will not allow:
      • Exchange of information with competitors that may, to any extent, impair free competition, TIMBRO, its companies, customers, and consumers;
      • The creation of price lists or product pricing, even for indication or suggestion, also when related to the payment of commissions of agents acting in other links of the production chain;
      • The boycott of suppliers or customers; and
      • The exclusion of a competitor, supplier or customer.
    3. TIMBRO only participates in associations with clear and well-defined rules.

9.2. Participation in Industry Associations

The main guidelines for the participation of managers and employees in industry associations (federations, unions, etc.) are provided below:

    1. Participation must be guided by impartiality and transparency in all actions.
    2. Caution must be considered while providing information requested by the association in projects of common interest, also for the purpose of market diagnosis or response to authorities.

9.3. Interactions with Business Partners

The main guidelines for interactions with business partners are provided below:

    1. Commercial and contractual relationships with Business Partners (suppliers, customers, representatives, etc.) must comply with the applicable legislation, this Policy, and, when applicable, TIMBRO’s Sustainability Policy and ESG Strategy.
    2. Commercial and contractual relationships with Business Partners (suppliers, customers, representatives, etc.) must prioritize the defense of free competition, always focused on preventing competition risks such as, abuse of market power.
    3. Commercial and contractual relationships with Business Partners (suppliers, customers, representatives, etc.) must seek to mitigate the risks arising from each operation, which must be properly assessed and addressed within the scope of the contract in order to ensure greater legal certainty to the parties.
    4. TIMBRO will not have commercial relationships with Business Partners (suppliers, customers, representatives, etc.) whose activity does not comply with laws related to human rights (such as child exploitation, forced or compulsory labor, or any form of modern slavery and human trafficking, and violation of the rights of traditional communities), use of illegal weapons, and disrespect for environmental conservation according to applicable rules.
    5. Commercial and contractual relationships with Business Partners (suppliers, customers, representatives, etc.) will seek to encourage the development of technologies that respect the environment, the continuous monitoring of the environmental performance of its products and services, the definition of goals and monitoring of environmental performance indicators for activities, minimization of atmospheric emissions, as well as promotion of the conscious use of water and water reuse, whenever possible, in its activities.
    6. Commercial and contractual relationships with Business Partners (suppliers, customers, representatives, etc.) will be conducted according to TIMBRO’s strategies for governance, risk management, and other initiatives of its ESG Strategy, considering the business nature and the sector and regulatory context where the activity is inserted, which may impact TIMBRO’s strategic and operational plans.

In this sense, TIMBRO’s administrators and employees must understand the different operational categories of the activities performed by TIMBRO, its own elements, possible impacts of their roles, as well as specific rules applicable to every category, to avoid situations such as:

    • Unjustified discrimination of prices, suppliers or consumers.
    • Blocked sources of input or distribution channels.
    • Closed economy/market.
    • Exchange of information between competitors.
    • Interference preventing export or import activities.

10. Relationships with Third Parties

The selection and hiring processes of third parties must have fair and impartial criteria, always considering TIMBRO’s legitimate interests, including aspects of integrity in these processes.

We avoid maintaining commercial or personal relationships with our Third Parties that constitute real conflicts of interest.

Payments made to agents acting as intermediaries (lawyers, accountants, forwarders, consultants, etc.) between TIMBRO and Public Administration must be detailed in service provision contracts and properly identified in the accounting records.

TIMBRO will adopt embargo measures or sanctions as defined in the Brazilian and international legislation against Third Parties included in lists published by national or international agencies to fight money laundering and terrorism financing.

TIMBRO, through its Legal and Compliance Department, and using contracts, due diligence, and audits, seeks to ensure that its Third Parties have a good reputation and, whenever possible, hires Third Parties that adopt a solid corporate integrity program to prevent and fight illegal or unethical acts, such as:

    1. Non-compliance with labor, environmental, occupational safety and health laws, etc.
    2. Disrespect for human rights and diversity, moral or sexual harassment, child labor, forced or slave labor, etc.
    3. Corruption, fraud, money laundering, cartel, terrorism financing, etc.
    4. Influence peddling and improper relationships with Public Agents.

11. Conflict of Interest

Conflict of interest should be avoided, especially because:

    • It puts the company’s reputation at risk.
    • It puts the personal credibility of everyone involved at risk.
    • It compromises impartiality and the sense of justice in decision-making processes.
    • It harms professional performance when we perform parallel activities that affect our work.
    • We act according to TIMBRO’s corporate culture.

Conflicts of interest can happen in different ways and at any time, so whenever a situation may cause or potentially involve a conflict, the employee must report the situation to his/her immediate manager or the Legal and Compliance Department for the adoption of mitigation measures. The case must be formally addressed through TIMBRO’s Culture and Ethics channel.

11.1. Use of Job Prestige / Information Security and Protection

    1. It is prohibited to use job prestige at TIMBRO to benefit third parties, i.e. influence hiring or obtain prestige in any situation.
    2. It is prohibited to use of privileged or confidential information obtained as a result of one’s role at TIMBRO for one’s own benefit or to benefit third parties.

11.2. Kinship Relations

    1. It is allowed to recommend relatives to work at TIMBRO, as long as it happens with transparency, clearly indicating the type of relation. Such recommendation is subject to the approval of the Deliberative Council.
    2. TIMBRO’s employees are not allowed to analyze or approve the hiring of spouses (wife/husband, partner) and up to second-degree relatives.
    3. It is forbidden to work with spouses (wife/husband, partner), relatives or boyfriend/girlfriend in situations that constitute real or potential conflicts of interest.

11.3. Personal relationships with Customers and Third Parties

    1. It is allowed to recommend hiring of companies owned or managed by relatives, former employees of the company or someone from a personal relationship, as long as it happens with transparency, clearly indicating the type of relation. Such recommendation is subject to the approval of the Deliberative Council.
    2. It is prohibited to maintain or manage negotiations with companies of Costumers or Third Parties managed by up to second-degree relatives.
    3. It is not allowed to improperly favor Customers or Third Parties.
    4. It is not allowed to intermediate or facilitate personal business on behalf of Customers or Third Parties.
    5. It is prohibited to assume, directly or through a company where one acts as a partner, an activity in companies of Customers, Suppliers or Competitors, unless such situation is submitted and approved by the Deliberate Committee.
    6. It is prohibited to exchange or ask for personal favors to companies of Customers, Suppliers and Competitors.

11.4. Corporate Participation in other Organizations

    1. It is forbidden to assume corporate participation in companies with the same branches of activity of TIMBRO without the prior approval of the Deliberative Committee.
    2. It is necessary to obtain the approval of the Deliberative Committee before taking corporate participation in Mixed capital organizations.
    3. It is necessary to obtain the approval of the Ethics and Compliance Committee before taking corporate participation in Customer, Supplier and Competitor Organizations.

12. Communication and Training

The Ethical Commitments and relevant policies must be widely disclosed within TIMBRO for the effectiveness of its compliance program. Then, everyone in the company must receive periodic training on the Ethical Commitments and applicable policies. Training on specific observed situations is also important, so that practices already identified and which have occurred within the company can be interrupted. Training can be specifically provided to those who are directly involved in the activities addressed in the specific policy/subject.

Training must be provided periodically to some departments of TIMBRO, such as top management, sales, legal, and auditing, and any other department identified as high risk due to its interaction with public agents. If necessary, due to the risk of hiring, in some situations third parties may also provide training.

Training can be online or face-to-face. However, copies of the materials used in the training and attendance lists signed by the participants should be filed in TIMBRO’s records, as these materials may be required to prove the company’s efforts for the implementation of the compliance program.

13. Continuous monitoring

An effective integrity program must be constantly updated, given the dynamism of some factors, such as changes in the market, laws, consumers, and new issues, which will be discovered as the program is applied.

Continuous monitoring allows improvements in the prevention, detection, and fight against corruption in actions of employees and third parties.

Monitoring can be performed by obtaining information from some sources, for example:

    • Reports of compliance program routines (e.g., schedule of training to departments).
    • Internal investigation reports.
    • Information obtained through the reporting channel.
    • Reviews of Ethical Commitments and applicable policies.

It is important to test and review internal controls and critically assess their potential weaknesses or areas of risk. To ensure effective controls and policies in practice, internal audits should be regularly performed.

14. Culture and Ethics Channel

The Culture and Ethics Channel is available to any person or company that wants to:

    • Report violations – or suspected violations – to any requirement of laws or this Integrity Policy (Ethical Commitments, Corporate Policies) of TIMBRO.
    • Ask for support to resolve ethical issues, request guidance, answer questions, suggest improvements in the Integrity System guidelines and practices, etc.

TIMBRO encourages its employees and third parties, as well as the general public, to report in good faith any conduct that may be contrary to this Policy or any other internal policy of the company, and the applicable legislation.

The information can be provided confidentially and anonymously through the following channels:

    • Phone: 0800 878 4094
    • Email: [email protected]
    • Site: www.compliance-office.com/timbrotrading/
    • Other: the information can be sent to the following address: Avenida Paulista, 171, Bela Vista, São Paulo, Brazil – 01310-000.

TIMBRO will analyze all information received in a confidential manner, maintaining the anonymity of the whistleblower.

The Ethics and Compliance Executive Committee is responsible for handling the information received through the TIMBRO channel and does not tolerate any type of retaliation against whistleblowers; and any violation of the prohibition of retaliation will be properly handled, resulting in the adoption of disciplinary sanctions.

15. Disciplinary and administrative measures

This section describes the main criteria and procedures for the application of disciplinary measures in cases of misconduct (unethical or unlawful acts) performed by everyone subjected to this Policy.

The main objectives of a Disciplinary Measure are:

    • Improve the workplace environment and organizational culture.
    • Reinforce the value of laws and regulations and, consequently, the need for all TIMBRO’s employees to comply with them.

It means that Disciplinary Measures have, above all, a pedagogical purpose and, therefore, must be applied with attention to the future more than to the past. When it happens, it is no longer seen as a “punishment” and becomes a necessary instrument to prevent someone from benefiting from a fault that has harmed co-workers, TIMBRO, or its stakeholders.

For this reason, Disciplinary Measures must be applied opportunely, with respect, in good faith, and impartiality.

15.1. Types of Disciplinary Measures

1GuidanceConversation of the manager with the author of the misconduct to warn and advise him/her on how to proceed and not to repeat the fault. Note: This sanction is not applicable to unlawful acts.
2Commitment termDocument through which the author of the offense or misconduct promises not to repeat the behavior.
3WarningThe author of the offense or misconduct is warned of his/her act.
4SuspensionSuspension, without pay, of the author of the offense or misconduct, for one to three days.
5Dismissal without just causeTermination of the contract without just cause.
6Dismissal with just causeTermination of the contract with just cause.

15.2. Cycles of application of Disciplinary Measures

1st occurrenceGuidance, Term of Commitment or Warning, depending on the severity of the fault
2nd occurrenceWarning, Suspension or Dismissal without just cause, depending on the severity of the fault.
3rd occurrenceSuspension, Dismissal without just cause or with just cause, depending on the severity of the fault.
4th occurrenceDismissal with just cause.

Note: Depending on the severity of the fault, the manager may decide to apply more severe measures than those suggested above.

15.3. Procedures for the Application of Disciplinary Measures

Before applying a Disciplinary Measure, the manager shall assess the nature and severity of the misconduct and analyze the history of the employee at TIMBRO to see whether the author of the action is a recurrent offender. Then, the manager shall define establish the proper level of the Disciplinary Measure.

When applying a Disciplinary Measure, the manager shall:

    • Avoid any moral judgment of the person who will receive the Disciplinary Measure (avoid stigmatizing the person).
    • Act with transparency and objectivity.
    • Ensure privacy and confidentiality of the procedure.
    • Make the author of the misconduct aware of the damage he/she has caused or could have caused to the company, his/her colleagues, and him/herself.
    • Warn the author of the misconduct of the measures that may be applied in case of recurrent misconduct.
    • Whenever possible, determine, in a collaborative process with the author, the best way to repair the resulting damage.

15.4. Typification of Misconduct


AggressionPhysical aggression

Verbal aggression

Prejudice or discrimination

Moral harassment

Sexual harassment

Dishonest ConductUnauthorized access to documents

Unauthorized access to building facilities

Practice of jobbery

Practice of espionage

Act of dishonesty

Irresponsible ConductAct of indiscipline or incitement to indiscipline

Inadequate use of alcohol

Inadequate use of chemical substances

DisrespectInadequate conduct in relationships with co-workers


Conflict of interestPutting personal interests ahead of the Company’s interests

Breach of trust due to unfair practice

Non-compliance with regulations (laws, rules, Ethical Commitments, corporate policies, agreements, etc.)Non-compliance with legal regulations

Non-compliance with TIMBRO’s guidelines and policies

Non-compliance with contracts, terms of adhesion/commitments etc.

IrresponsibilityAct of irresponsibility while performing the obligations

Abuse of power in the workplace

Careless use of information

MisusesMisuse of information for self-benefit

Misuse of information for the benefit of third parties

Misuse of benefits (health plan etc.)

Misuse of own or rented equipment, systems, vehicles

Misuse of building facilities

Misuse of materials owned by TIMBRO

Misuse of corporate email

Misuse of the Internet in the workplace


Relationship with stakeholdersInadequate conduct in relationships with Customers

Inadequate conduct in relationships with Suppliers

Inadequate conduct in relationships with Competitors

Inadequate conduct in relationships with the Media

Inadequate conduct in relationships with the Public Sector

Inadequate conduct in relationships with the Third Sector


Court convictions2nd instance convictions in criminal lawsuits
CorruptionPractices of corruption or bribery
Frauds (alteration, tampering, ideological falsehood)Forgery of identity

Forgery of signature

Forgery of documents (on paper)
Internet application fraud

Bank card fraud

Credit card fraud

Debit card fraud

Current account fraud

Electronic document or file fraud


Robberies (in a broad  sense)Misappropriation



Robbery (specific sense)

Problems of information securityBreach of secrecy, confidentiality, privacy

Information leakage

Misuse of information

VandalismVandalism in documents

Vandalism in equipment and systems

Vandalism in building facilities