ANTI-CORRUPTION AND PUBLIC AUTHORITY RELATIONSHIP POLICY
I. Purpose
To establish the main guidelines and ratify QUANTUM DESIGN’s positioning against any kind of corruption and in favor of efforts to eradicate this practice, as well as promoting Ethics as a corporate value.
II. Scope
All administrators and employees of QUANTUM DESIGN LATAM, as well as the company’s vendors and their respective administrators, employees and agents.
III. Guidelines
1. Guidelines regarding the Anti-Corruption Act and practices regarding relationships with public authorities
1.1. Detrimental Actions
1.1.1. QUANTUM DESIGN does not condone, engage in or tolerate any conduct that constitutes or results in detrimental actions to national or foreign Public Administration and other private corporations, in accordance with the Brazilian Anti-Corruption Act (Law No. 12.846/2013), such as the following, among others:
• Promising, offering or providing, either directly or indirectly, any undue advantage to civil servants or related persons (e.g. parents, friends, etc.);
• Financing, costing, sponsoring or otherwise subsidizing the practice of unlawful actions set out in the Anti-Corruption Act;
• Using individuals or corporations as intermediaries to conceal or disguise real interests or the identities of beneficiaries of such actions;
• Frustrating, preventing or defrauding – upon arrangement, understanding or otherwise – the competitive nature of public bidding processes or related contracts;
• Manipulating or defrauding the economic-financial balance of contracts executed with public administration;
• Fraudulently obtaining undue advantage or benefit regarding alterations or extensions of contracts executed with public administration, without due legal authorization, pursuant to public notices or respective contractual instruments;
• Hindering investigations or supervision of public authorities and civil servants, or intervening in such activities, including within the scope of regulatory agencies and oversight authorities of the national financial system.
1.2. Contact with Civil Servants
1.2.1. All contact between administrators and employees, as well as suppliers representing QUANTUM DESIGN, with civil servants must be carried out in accordance with the guidelines set out in an internal normative instrument governing relationships with Public Administration.
1.3. Political contributions, donations and sponsorships
1.3.1. QUANTUM DESIGN does not directly or indirectly contribute to political campaigns, political parties, candidates running for public office, or any other kind of organization engaged in political endeavors, either through donations or loans, use or assignment of physical or advertising space, sponsoring events, allocating workforce and/or any other resource, manufacturing flyers, distributing electronic messages, posters, or otherwise.
1.3.2. QUANTUM DESIGN recommends everyone with statutory roles at the company to refrain from making personal donations to electoral campaigns, including to those within their circle of economic dependence, despite such donations not being prevented by law.
1.3.3. QUANTUM DESIGN only sponsors projects upon due evaluations and approvals, as per the guidelines set out in an internal normative instrument.
1.3.4. The donation of goods is permitted and only carried out upon due evaluations and approvals, as per the guidelines set out in an internal normative instrument.
1.4. Corporate Reorganization
1.4.1. During any merger and acquisition process in which QUANTUM DESIGN is involved, a due diligence process must be carried out at the target company, in order to ensure due fulfillment of all Anti-Corruption Act precepts, among other aspects. Purchase and sale agreements and other documents with the same purpose must contain specific anti-corruption clauses and, in the event of mergers and acquisitions, contracts must establish that successors are liable for acts and facts occurred prior to the date of merger or acquisition, except in case of proven simulation or evident intent to commit fraud.
2. Incentive to report detrimental actions, with or without proof, to Public Administration, practiced by employees and administrators of QUANTUM DESIGN and other stakeholders within this Policy
2.1. QUANTUM DESIGN encourages and condones reports of any action or omission that may characterize violations to this Code of Ethical Conduct or applicable laws, including the Brazilian Anti-Corruption Act, undertaking to investigate, punish and/or inform competent authorities of any violations informed to the Company, as rigorously as possible, while preserving the confidentiality of informants.
2.2. Reports must be preferably made through the Ethics Channel, not excluding any other means or channel available to informants if the former channel is not available.
2.3. All reports received and processed via the Ethics Channel shall be handled confidentially, including non-anonymous reports. An independent company handles the receipt of such reports and QUANTUM DESIGN’s Internal Audit Board initially manages all investigations of reports, notwithstanding notification and cooperation of other competent authorities, as needed.
3. Dissemination
3.1. This Policy and its respective updates shall be disseminated to all stakeholders, without exception, at least once a year. The Policy is available on the intranet.
3.2. All employees must sign the term of adhesion to the Anti-Corruption Policy, and all vendors must accept the term of adhesion to the guidelines established by QUANTUM DESIGN.
4. Training
4.1. All employees must undergo mandatory online training within the deadline established by QUANTUM DESIGN and sign the term of adhesion to this Policy.
IV. Consequence Management
Employees, vendors or other stakeholders that identify any breach of the guidelines herein may report such events to the Report Channel at qd-latam.com/Complaint, either anonymously or not.
Internally, noncompliance with the guidelines of this Policy entails the imposition of accountability measures to violating agents, based on the severity of each particular case.
V. Responsibilities
• Administrators and Employees: Abide by and enforce compliance with this Policy, as well as the provisions set out in the Code of Ethical Conduct and, when necessary, notify the Board to review any situation that may conflict with this Policy or upon the occurrence of the events described herein.
• Third Parties and Vendors: Abide by and enforce compliance with this Policy, as well as the provisions set out in the Code of Vendor Ethics and Conduct and, when necessary, notify the available channels of QUANTUM DESIGN to review any situation that may conflict with this Policy or upon the occurrence of the events described herein.
• Administrators and Employees: Monitor due compliance of the guidelines set out in this Policy, keep it updated, reflect any QUANTUM DESIGN positioning changes in this document, and answer eventual questions regarding its content and application.
VI. Concepts and Acronyms
In order to clarify the legal terms and practices that QUANTUM DESIGN intends to eradicate, the following key definitions are provided based on the Brazilian Anti-Corruption Act (Law No. 12.846/2013):
• Public Administration: Direct and indirect public administration agencies, services and entities (foundations, autarchies, public corporations and semi-public enterprises), and their respective agents. For the purpose of this Policy, this concept encompasses the entire framework of the State, across all levels (Federal, State and Municipal) and branches of power (Executive, Legislative and Judiciary) to provide public services, manage public assets and the interests of the community, as well as their respective representatives.
• Civil Servant: Any individual representing public authorities, either as a public employee or not, compensated or not, either temporarily or permanently. Any person holding a public office, position, function or bond by election, appointment, designation or hiring, including temporarily or with no compensation. This includes individuals working for private corporations contracted or associated to carry out regular Public Administration activities.
• Detrimental Actions Any action or omission resulting in direct or indirect damages to public interest and/or property in detriment of the interest of third parties, and which conflict with the principles of Public Administration (e.g. impersonality, morality, efficiency, legality and publicity) and international commitments undersigned by Brazil.
• Reporting Channel: The Reporting Channel is provided by QUANTUM DESIGN for stakeholders and any third parties to anonymously report situations or information regarding conducts that may violate the values of the company or applicable laws, including the Brazilian Anti-Corruption Act.
• Code of Ethical Conduct: Set of rules, based on the version periodically updated by QUANTUM DESIGN, through which the company enforces compliance by all stakeholders with its values, and prohibits the practice of actions that violate ethical precepts, the company’s Values or applicable laws, including the Brazilian Anti-Corruption Act.
• Corruption: Act or effect of corrupting, making an offering to Private or Civil Servants in order to obtain undue advantages for oneself or others.
• Bidding Process: Formal administrative process through which direct or indirect Public Administration entities contract services or acquire products. In Brazil, bidding processes are generically regulated by Law No. 8.666/93 (General Bidding Act), in addition to more specific standards applicable to certain situations. Some examples include Law No. 10.520/02 (addressing tender bids); Ordinance No. 5.450/05 (addressing electronic tenders); and Law No. 13.303/16.
• Stakeholders: Any relevant audience with interest in the company, or individuals or entities that assume any kind of direct or indirect risk pursuant to the company. These include shareholders, investors, employees, society, customers, vendors, creditors, governments, regulatory agencies, competitors, press, class associations and entities, users of electronic payment means, and non-governmental organizations.
VII. Final Provisions
This Policy was approved by the Board of Directors and validated by the Legal department, represented by attorney Julia Dutra Silva Magalhães, Brazilian Bar Association (OAB/SP) registry No. 270.944
Campinas, São Paulo. March 1, 2020.