1. DEFINITIONS

For this Code of Conduct, words with initial capital letters, whether in the feminine or masculine version, whether in the singular or plural form, will in this context present the definition established here:

• MINERVA CONTROLS SOLUÇÕES INDUSTRIAIS LTDA. referred to only as “MINERVA CONTROLS“.
• “Code” refers to this Code of Conduct.
• “Stakeholders” refers to partners, directors, managers, employees, trainees, contractors, and apprentices.
• “Partners” refers to commercial partners, service providers, and third parties linked to business activities.
• “Clients” refer to natural or legal persons who acquire/contract the services of MINERVA CONTROLS.
• “Counterparties” refer to the parties that are subject to a business relationship in which MINERVA CONTROLS is a participant or third party.
• “CEO” refers to the Chief Executive Officer of MINERVA CONTROLS.
• “Conflict of Interest” refers to situations that generate a conflict of interest between the private interests of Stakeholders, Suppliers, and Partners and those of MINERVA CONTROLS, including its Clients and Investors.

2. SCOPE

This Code applies to all Stakeholders and Partners, who must be aware of these rules and apply them daily in their relations with Clients and with each other.

The Code must be observed by all Stakeholders and Partners when they are: (i) exercising their professional capacity, (ii) representing MINERVA CONTROLS with third parties, and/or (iii) providing services to Clients. Without prejudice to other hypotheses, this Code will be applied whenever Stakeholders and Partners are interacting with each other, with Clients, or with counterparties.

3. CORPORATE VALUES AND PRINCIPLES

This Code of Conduct establishes MINERVA CONTROLS’ requirements and expectations towards its Stakeholders and Partners, defining the principles, norms, and standards of conduct that are acceptable and those that are banned, to promote an institutional, respectful, and transparent environment.

This Code aims to align MINERVA CONTROLS’ expectations with its position in society and the business world. Therefore, it does not cover all aspects of the business, nor does it intend to immobilize the interpersonal relationships and conduct of its Stakeholders and Partners, aiming primarily to stipulate the ethical principles adopted, as well as to serve as a guide throughout the relationship with MINERVA CONTROLS, reinforcing the values on which the activities are founded and establishing standards of analysis for the conduct and practices of its Stakeholders and Partners.

For us at MINERVA CONTROLS, integrity is not optional. It is the non-negotiable basis for the actions of each Stakeholder, as well as our Partners and Clients.

The values that guide this Code of Conduct are:

• Ethics
• Responsibility
• Respect
• Confidentiality
• Integrity

4. CORPORATE CONDUCT – GENERAL RULES

4.1. THE CONDUCT OF BOARD MEMBERS, STAKEHOLDERS, AND PARTNERS

All members of the Board of Directors, Stakeholders, and Partners of MINERVA CONTROLS must act properly, to comply with the provisions of this Code, including:

• To carry out its activities with good faith, transparency, diligence, and loyalty towards its Clients.
• Do not reverse engineer encrypted information, regardless of the purpose.
• Informing the Board of any conflicts of interest that may arise.
• Refrain from participating in decisions, negotiations, or intermediations that have personal interests that conflict with those of MINERVA CONTROLS.
• Not to act in such a way as to link political and social interests to those of MINERVA CONTROLS.
• Refrain from maintaining contact or providing services with Clients and/or Partners who engage in activities that are proven to be illegal.
• Respect the virtual space of the work environment with respect for the rules of Conduct and Culture of MINERVA CONTROLS.
• Not to make or divulge any criticisms that offend honor or slander that negatively affect the reputational image of MINERVA CONTROLS, Stakeholders, Partners, Clients, and third parties.
• Do not, under any circumstances, engage in conduct that characterizes prejudice, discrimination, embarrassment, coercion, disrespect for people or their positions, or harassment of any kind.
• Do not make value judgments or any derogatory comments about competitors’ products and services and/or about competitors themselves.
• To Stakeholders and Partners, not to act with Clients in such a way as to impose business and/or conditions to which those involved do not express consent.
• MINERVA CONTROLS guarantees total freedom of expression by its Stakeholders and Partners on their social networks. However, they must always act with integrity and respect for the rights established, the image of MINERVA CONTROLS, Clients, and Partners.

4.2 DATA PROTECTION AND CONFIDENTIALITY

Access to any type of data (including, but not limited to, data of Stakeholders, Partners, clients, or third parties) is permitted only in the event of a need for consultation, under local data protection laws, including, but not limited to, purpose limitation, necessity, data minimization, transparency and processing following applicable legislation. Therefore, Stakeholders and Partners will only be able to access the data necessary for the execution of their functions and tasks, always considering the restriction to specific purposes.

Information of a confidential nature is considered to be all information to which Stakeholders and Partners may have access as a result of carrying out their duties at MINERVA CONTROLS and which is not demonstrably in the public domain. Stakeholders and partners must keep confidential any information classified as confidential and internal.

The obligation to preserve confidential and internal information continues even after the end of the relationship between the Stakeholder or Partner and MINERVA CONTROLS, for up to 3 (three) years, if there is no specific contractual clause between the Parties stating otherwise.

Stakeholders and Partners may not use confidential and internal information to gain personal advantage. Nor may they provide it to third parties, including family members, relatives, and friends, or even to other Stakeholders and Partners who do not need such information to carry out their tasks.

The provision of confidential information to external parties is subject to the approval of the Executive Board.

4.3. CONFLICT OF INTEREST

The Conflict of Interest is triggered when a Person or Party privileges a personal or private gain, instead of following an impartial organizational procedure, protecting and promoting the rights and duties of this organization.

In this context, stakeholders should:

• Act ethically, honestly, and transparently, and guide their actions towards the common good of MINERVA CONTROLS and the Client, and should also refrain from influencing others involved, carrying out activities incompatible with their function, negotiating with third parties interested in decisions made by public agents, among others.
• Not participate in independent activities that compete directly or indirectly with MINERVA CONTROLS, unless otherwise stipulated in the Contract.
• Inform the Compliance Sector of any other activities carried out, so that it can assess the existence of potential conflicts or risks, including image risks, for MINERVA CONTROLS.
• The contracting of Suppliers and Business Partners must always be carried out in the most transparent, documented, and beneficial way possible for MINERVA CONTROLS.
• Stakeholders and Partners who have a conflict of interest with any Supplier must immediately inform the Board of Directors and not participate in the contracting, payment, disputes, or evaluation of that Supplier.

4.4. DISCRIMINATION AND HARASSMENT

MINERVA CONTROLS does not accept any form of discrimination or any act that undermines human dignity among its Stakeholders, Partners, and Clients.

Likewise, no harassment of any kind is accepted, regardless of hierarchical level or any other condition, be it moral, sexual, economic, or the practice of threats between Stakeholders, Partners, and Clients.

It should be noted that the specific issues related to this topic are included in MINERVA CONTROLS‘ Anti-Harassment and Anti-Discrimination Policy.

4.5. CORRUPTION AND BRIBERY

Corruption is defined as any act involving the promise, offer, or delivery, directly or indirectly, of any undue advantage to a public official to obtain a benefit. For internal investigation purposes, cases of undue advantage (offering or receiving) involving third parties, whether they are public officials or from the private sector, will be treated as corruption. We have zero tolerance for corruption.

MINERVA CONTROLS‘ Stakeholders or Partners, regardless of their hierarchical level, must act diligently, proactively, and zealously, striving for transparency and honesty in their conduct.

MINERVA CONTROLS‘ Stakeholders and Partners are prohibited from promising, offering, or giving, directly or indirectly, an undue advantage to a public official, or a third party related to them; financing, funding, sponsoring, or in any way subsidizing the practice of illicit acts provided for in the Anti-Corruption Law (Brazilian Law No. 12.846 of 2013); using an individual or legal entity to hide or conceal their real interests or the identity of the beneficiaries of the acts practiced.

Furthermore, it is strictly forbidden and punishable by MINERVA CONTROLS and the competent authorities to practice or act as a participant or co-author in operations aimed at concealing or disguising the nature, origin, location, disposition, movement, or ownership of goods, rights, and values derived, directly or indirectly, from criminal offenses, as provided for in Brazilian Law No. 12.846 of 2013 (Anti-Corruption Law). Or even assisting in the financing of a person, group of people, association, entity, or criminal organization whose main or secondary activity, even on an occasional basis, is the practice of acts of terrorism, as provided for in Brazilian Law No. 13.260 of 2016 (Counter-Terrorism Law).

4.6. PRIZES, GIFTS, AND ENTERTAINMENT

• Prizes: Any material item with no or low market value that contains the company logo, is intended for commercial marketing and is general and therefore not intended exclusively for a specific person.
• Gifts: Any material item offered, given, or promised by an employee, or to an employee, that does not fall within the definition of a gift, and has commercial value.
• Entertainment: Any item whose purpose is to entertain the recipient, such as tickets to concerts, plays, movies, and other events intended to entertain, with or without support or sponsorship, for profit or not.

Employees should kindly refuse to receive any prizes, gifts, or entertainment that could, even potentially, influence the professional’s decision-making or favor business or third parties.

MINERVA CONTROLS employees may only accept, give, offer, or promise gifts up to a limit of R$150,00 (one hundred and fifty reais). Any gift that falls outside the above description must receive prior authorization from the Board of Directors.

It is forbidden to accept a gift given by a person, company, or entity that has an interest in a decision or business related to MINERVA CONTROLS.

In the event of receiving prizes or gifts not authorized by the Board of Directors, the item will be donated. The donation can be made to a charity or philanthropic organization recognized as being in the public interest.

MINERVA CONTROLS employees are allowed to offer entertainment invitations only for events that MINERVA CONTROLS is sponsoring or supporting, in cases where the tickets have been distributed free of charge in return for the support of the event. The purchase of invitations and entertainment tickets to offer to clients, partners, and suppliers is prohibited.

5. REPORT, INVESTIGATION, AND PENALTIES

5.1 REPORT

If any Stakeholder, Partner, or Client feels affected or suffers any type of harassment or discrimination, as well as witnessing any of these attitudes carried out by anyone linked to MINERVA CONTROLS, whether at its headquarters or at another place where services are provided, they should report it through the MINERVA CONTROLS Reporting Channel, which is: https://forms.gle/QtnA6THNfWVLr4Jb8.

The purpose of the Communication and Reporting Channel is to enable Stakeholders to report any non-compliance with the provisions of this Code so that an internal investigation can be carried out.

MINERVA CONTROLS undertakes to keep the identity of those who report and/or participate in the investigation into violations of the Code confidential. If in doubt about the policies and practices of this instrument, the employee should contact their immediate supervisor, and identification is optional.  

MINERVA CONTROLS designates the organizational component responsible for receiving and forwarding the communication and/or complaint, involving the relevant areas to deal with the situation depending on the case. Each organizational component must submit a six-monthly report containing:

• Number of communications received.
• Nature of communications.
• Areas responsible for dealing with the situation.
• Treatment period.
• Measures adopted by MINERVA CONTROLS.

It should be noted that the reports must be approved by the MINERVA CONTROLS Board of Directors, and will remain in the records and at the disposal of the Inspection Bodies for a minimum period of 5 (five) years from the date of approval.

MINERVA CONTROLS‘ Board of Directors is fully committed to impartiality in its actions, always basing its decisions on technical and fair criteria, without constraining or coercing its subordinates in any situation. It must ensure that its team knows and applies the precepts of the Code, as well as being an example of conduct to be followed by other employees.

5.2. INVESTIGATION AND APPLICABLE PENALTIES

In the event of a breach of this Code of Conduct, the Board of Directors shall adopt the following procedures:

• In the event of non-compliance with this Code or current legislation by a Stakeholder or Partner, the offender may receive a warning (verbal or written) and/or suspension from the Contract.
• The injured party, including MINERVA CONTROLS, may take the extrajudicial and judicial measures it deems necessary to seek compensation for the property and moral damages eventually suffered.

In the event of a violation of this Code, whether by Stakeholders, Partners, and/or Clients, MINERVA CONTROLS may opt for the motivated termination of the Contract that binds them, safeguarding its right to take the appropriate judicial and extrajudicial measures to obtain compensation for the patrimonial or moral damages suffered. In the same way, if its Stakeholders and Partners, as individuals, are victims of harassment, discrimination, or any attitude that damages their dignity, they may also request the appropriate compensation and sanctions from the competent authority.

6. GENERAL PROVISIONS

This Code of Conduct reveals the Values and Principles of MINERVA CONTROLS, reflecting a commitment to professionalism and transparency.

Stakeholders and Partners will be provided with a digital copy of this Manual so that they can consult it at any time.

This MINERVA CONTROLS Code of Conduct will be updated whenever relevant legislative or regulatory changes are identified by the Board of Directors, and it is the responsibility of MINERVA CONTROLS to alert all Stakeholders and Partners of the updates and to keep up to date to avoid weakening this Code.