Code of Ethic's


1. Application

The Code of Ethics defines the expected conduct of employees in many situations, having their actions based on the principles of morality and integrity. The rules of the Code of Ethics apply to all employees and officers of Furukawa Electric LatAm S.A. (FEL) and its subsidiaries and branches. Service providers, business partners and third parties when using any of the companies’ resources or that maintain business relationship with FEL must also follow the rules of the Code of Ethics.

2. Publication

This Code of Ethics is available for consultation of all employees at any time. The Human Resources Area is responsible to inform all new employees about the Code of Ethics, keeping a record of such action.

The manager and/or Coordinator of each department must also inform about the Code of Ethics for its staffs and employees, clearing any doubts that may exist and checking upon the understanding of its content.

This Code of Ethics must become a part of the Sales and/or Purchase Contracts of the Company. The document is available to be consulted by third parties through Furukawa’s website (www.furukawalatam.com).

3. Commitment

Ethics and integrity performance is a duty of all employees. FEL’s high administration hereby declares its commitment and the commitment of all company with ethics and integrity, not accepting corruption or any other act contrary to the law and order.

4. Rules and Recommendation

4.1. Work Environment

  • The environment in the working place must be of order and respect, forbidding acts of sexual or moral harassment, prejudice of race, skin color, sex, religion, social status, background, political choices, disabilities or any other prejudice of any other sort.
  • Furukawa can hire relatives of employees if they are not to work directly with his/her relative. They must also undergo all steps for admission and cannot have privileges in relation to other candidates applying for the same position.
  • All employees must contribute to the creation and preservation of a healthy working environment, not spreading unfounded rumors. Any doubts remaining must be cleared with the manager and/or coordinator of the department.




4.2. Compliance with the Law

  • The employees must comply with all laws and regulations of all levels (federal, state and municipal) related with the company’s activities, as well as legislation and regulations of other countries where the company does its business.
  • Third parties’ intellectual property must be respected, including patent and trademarks as well as original documents. Employees are only allowed to use licensed softwares.
  • The accounting reports must be precise and clear, reflecting real registers. No payment is allowed without the proper registration in the Company’s books (e.g. hidden assets).
  • The Board of Directors and the Compliance Committee have, amongst their goals, to ensure the credibility of accounting and financial reports. Any attempt to harm such credibility will be considered as a breach of this Code and subject to the proper penalties.
  • Employees and third parties when representing the Company must resign all actions that may be considered as noncompetitive, monopolist or contrary to international or national antitrust legislation. In case of doubts during a certain commercial process the Legal area of the Company must be consulted.
  • Employees and third parties when representing the Company must reject any act of fraud or corruption, including transnational. Employees and third parties when representing the Company must reject any act that may directly or indirectly be considered as bribe or attempt of bribe seeking to gain any advantage for the Company.



4.3. External Relationship

  • The confidentiality of strategic information must be kept. Only the authorized people may pass such information to third parties inside or outside the company.
  • Employees and third parties when representing the Company must not openly criticize clients, suppliers, competitors or employees of other companies or any other third parties representing the Company.
  • Employees shall not give and receive to others or from others any direct or indirect advantage based on their position (including lunches, dinners, concert tickets and/or trips).
  • Gifts of small amount distributed as marketing strategy must be approved in accordance with the limits defined in the procedure PCO-000064.
  • Employees invited for meals with suppliers or clients outside the company must previously inform the coordinator/manager of the department. The coordinator/manager must determine if there is a need of another employee to go along.
  • In case of meals with pubilc officers or public agents or persons in similar position it is necessary that at least two (2) employees of the company participate.  
  • Employees must only accept gifts of small amounts – limited to R$ 100, 00 (one-hundred Brazilian Reals). In case the employee receives a gift of higher amount this gift should be sent to the Human Resources to give it proper destination.  
  • The company or its employees or third parties when representing the Company cannot offer or try to offer, directly or through others, to public entities, public agents, administrator or person occupying elective position in foundations, state owned companies, state controlled companies, agencies or any other company or organization controlled by the government or kept with public funding or to  people with similar position any favor such as money, gifts, donations or others, in requital of the fulfillment of its normal duties or aiming any illicit gain.

 


4.4. Use of Companies Resources

  • The companies’ resources must not be used to purposes different than the ones determined by the company. The use of property, equipment, information of technology systems, business opportunities or the special position of a partner shall not be used to harm the interest of the company.
  • Employees and their families must avoid any action or business relationship that may conflict with their own interest of with the interest of the company.
  • Employees shall not participate in partners or shareholders of suppliers, clients or competitors of Furukawa.
  • Employees shall neither work as consultants nor provide technical assistance to suppliers, clients or service providers of Furukawa.
  • Employees shall not have any other activities that conflict with their working schedule and its activities at Furukawa.
  • The intellectual property of all programs, plans, projects, products, brands and software developed in the company as part of the employees’ job belongs to Furukawa, even after the employee leaves the company.
  • The IT resources shall not be used to spread e-mails or documents with content contrary to moral and ethical standards, as well as discriminatory and defamatory content or spreading rumors and “chains”.


4.5. Social Responsibility

  • FURUKAWA does not use child labor and does not acquire products and services from companies that knowingly use this type of resource or form companies that maintain workers under non-human labor conditions.
  • FURUKAWA supports the participation of its employees in social activities, volunteer works and other activities that aim to improve the life quality of the community. In case of donations made by the Company, they must follow specific internal procedures.


Besides compliance with environmental legislation, Furukawa also promotes the rational use of natural resources, the protection of the environment, recycling and the reduction of residues generated by the industrialization process.


5.    Anti-Bribery

5.1.    Concepts

“Public agent” is any person member of the structure of the government, of any entity of the federation or any person vested with powers to represent a public agency, as employee, administrator, person occupying elective position, candidate to occupy elective position or political party, including public agents, administrator or person occupying elective position in foundations, state owned companies, state controlled companies, agencies or any other company or organization controlled by the government or kept with public funding (including employees and executives of government-controlled banks, doctors and researchers of public hospitals, engineers and government officials of the oil companies controlled by the government, etc.)

"Agents" are persons or entities that carry out transactions by power of attorney or anyway act representing or in partnership with FEL Group company in Brazil and in the world.

"Government" means any direct or indirect public administration office, including foundations, state owned companies, state controlled companies, agencies or any other company or organization controlled by the government or kept with public funding.

“Business Partners” are natural persons, companies or entities that maintain business relationship with FEL Group.

"Bribe" means anything of value, including money, given or offered to a public agent or another person with the intent to obtain or retain business or gain any other improper business advantage.


5.2. Commitment

The employee of the FEL Group is aware and must comply with the law applicable to the activities developed, including anti-bribery legislation and Furukawa's policies. Thereby, the employee makes the following commitments:

  • Do not offer or give, directly or indirectly, to any person or entity bribe or any other kind of personal advantage or business advantage.
  • Do not request or accept, directly or indirectly, from any person or entity, bribe or any other kind of personal advantage or business advantage.
  • Ensuring that the payments to public agents are in accordance with the appropriate approval procedures.
  • Regularly assess the risks related to the company's business, including, but not exclusively, the risks related to corruption practices.
  • Keeping correct and updated records and financial controls to ensure compliance with the anti-bribery legislation and with Furukawa’s policies.
  • Regularly reviewing and updating the policies and controls needed to prevent against any practice of corruption.
  • Promptly reporting any suspected violations of the anti-bribery legislation or of the Furukawa policy by directors, employees, agents or business partners, so that any violations or suspected violations are resolved quickly and promptly.

6. Violation and Penalties

  • The Compliance Committee must assure the compliance of this Code of Ethics, along with the managers and coordinators of each department.
  • The Compliance Committee is also responsible for investigating breach of ethic rules.
  • It is assured to the Compliance Committee necessary independence to perform its duties and it is guaranteed to its members protection, assuring that there will be no arbitrary punishment as a result of its duties.
  • If an employee and/or any third party acknowledges a breach regarding this Code of Ethics one must immediately inform its superior or the President of the Company or CSR department.
  • The employee and/or any third party who acknowledged the breach of this Code may also inform it through the Communication Channel available on the intranet. It is assured absolute secrecy regarding the identity of the person that informed such breach, also assuring that he/she shall be protected against any type of retaliation.
  • The employee and/or any third party that acknowledges a breach of this code and does not report such case is also in breach of this code, being considered an accomplice.  
  • All available communication channels can be used to communicate breaches of this code: e-mail, telephone, mail or personally to CSR department.  
  • Penalties applicable to the breach of this Code of Ethics shall be defined in accordance with the gravity of the situation and may involve notice of misconduct, suspension, and dismissal as well as other measures determined in the legislation in force.
  • Regardless of the penalties to be enforced, if any case of action or attempt of corruption, bribe, or dishonesty is found, such act must be immediately informed to the public authorities so necessary measures are taken.


 
Annex –Practical Examples / recommendations:


a) Conflict of Interest: Work as a consultant or participate as a partner in a company that is a supplier or competitor of Furukawa. Prefer purchase/acquisition of products/services of companies whose owners have a parental relationship with Furukawa’s employees.

b) Sexual Harassment: Use one’s authority or position to obtain sexual favors of subordinated person.

c) Confidentiality: Comment about projects and internal matters of the company in open environment (airport lounges, restaurant, events...). Abandon in the printer paper with confidential information (production amount, products being developed, company strategy, reports…).

d) Moral Harassment: Expose employees to humiliating and/or embarrassing situations repeatedly during the working hours and while performing its normal duties. The most common situation is the difference of treatment amongst employees where one is submitted to non-human and nonethical situations destabilizing the relationship of the victim with the working environment. E.g.: Claim for oneself credit for work and/or ideas of others, not recognizing the merit of the victim; Public humiliation of employee; Putting one person to perform continuously activities well below her capacity, with the clear purpose to discourage her. Use embarrassing terms when referring to subordinates.

e) Discrimination: Give privilege to persons of determined race or gender does not allowing equality of opportunities to all employees. Make jokes about ones’ race or skin color, physical disability or sexual orientation.

f) Gifts: Never receive gifts at home, as well as in the company. Always try to have another person as a witness at the moment of delivery/surrendering.

g) Improper clothing: use clothes that are not in line with the corporate dressing code such as shorts, slippers, t-shirts of football teams, sleeveless shirts, short or transparent skirts and dresses, etc.