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The Board of Directors of Odebrecht S.A. approved the Compliance Policy, which will be implemented in all of the Group’s Businesses. Based on best global practices, the Policy provides guidelines for the conduct and internal and external relations of team members, regardless of their hierarchical level. 

The policy marks yet another milestone in this journey by the group that began in March 2016 with the publication of the "Commitment to Brazil," in which Odebrecht undertook to enhance its Governance and Compliance models. The Policy was developed internally through intense dialogue that began in a seminar in July in which 170 of the group’s leaders participated. The event led to the drafting of the ten basic principles of the Odebrecht Commitment to Act with Ethics, Integrity and Transparency, which is already in force at all of the group’s companies and was incorporated into the 2017 Plans. "Conduct firmly grounded in ethics, integrity and transparency is critical for enabling our Businesses to generate tangible and intangible results," said Emílio Odebrecht, Chairman of the Board of Odebrecht S.A.

The policy, which will be adapted and complemented at each Business to respect the specific characteristics of each, contains guidelines for team members to follow in their day-to-day work routines. The policy focuses on prevention and its implementation will include training programs and campaigns to raise awareness. In the event of any violations, the Policy provides all of the mechanisms required for quickly detect and adopting, whenever necessary, the established corrective or disciplinary measures.

The guidelines are based on the highest international standards in the field. "The policy is a robust guide for conduct based on ethics, integrity and transparency. Our main effort will be to raise awareness and train people, given the focus on prevention and ensuring the conviction of each team member," said Sergio Foguel, coordinator of the Compliance Committee at Odebrecht S.A.

Over the course of 2016, Odebrecht implemented various measures on this front. It increased the number of independent directors to ensure that at least 20% of the board, and never fewer than two directors, are independent members in order to foster diversity and strengthen transparency. All of the group’s companies are also concluding the process of hiring Chief Compliance Officers (CCOs), who will report directly to the Compliance Committee and have powers to act independently.

Compliance System

The Compliance System, which was enhanced by the Policy, consists of ten integrated measures to prevent, detect and remediate noncompliance risks. The greatest emphasis (six measures) is on prevention, precisely to avoid the occurrence of misconduct. The prevention measures include a comprehensive training program and enhancements of instruments and processes for assessing and controlling risks.

"We’re certain that the steadfast and consistent practice of these measures over time, supported in particular by the conduct of each leader in their day-to-day activities at each Business, will position us as a reference in ethics, integrity and transparency," said Olga Pontes, Chief Compliance Officer at Odebrecht S.A.

Verification of whistleblowing

The Policy instructs team members to speak with their Leaders whenever they have doubts about any conduct of another team member, client or supplier. If the team member does not feel comfortable broaching the topic with their leader, or if there is any reason to remain anonymous, they can use the Ethics Channel, which offers full protection for whistleblowers. 

The channel was implemented at Odebrecht S.A. in 2014, and in some Businesses, such as Braskem and Odebrecht Agroindustrial, it has been in operation for over three years. It is available on the company's website (www.odebrecht.com) in all countries where Odebrecht operates, and there is also the option of making reports via a toll-free call (0800). Any retaliation against whistleblowers is expressly prohibited.

Once a report is received, the COO must make sure that the incident is registered and investigated independently and impartially. The investigation may be conducted internally or, if necessary, with the assistance of a third-party expert firm. The measures adopted may include, but are not limited to, the following actions: preventive suspension of team members who try to hinder or influence the investigation of the report, suspension of agreements with third parties, suspension of payments and termination of team members, including for cause, as well as verbal and formal warnings. 

Commitment

The Policy expresses the Commitment to Act with Ethics, Integrity and Transparency and substitutes the group’s Code of Conduct. The Commitment helps team members evaluate, identify and avoid most actions in violation of the policy. These guidelines include:

Client Relations: it is prohibited to promise, offer or give, directly or indirectly, benefits, favors, entertainment or any item of value to influence or reward clients.

Supplier Relations: agreements must contain specific clauses regarding the guidelines in the Policy and the commitment to comply with the country’s laws, including anticorruption laws.

Fair Competition: any practice aimed at cheating or defrauding the competitive process is prohibited. Business deals must be obtained by merit based on price, quality, terms and service. It is prohibited to share any information that could benefit or adversely affect the company or a competitor. In the event of a joint proposal with a competitor, all competition issues must be made clear.

Combating corruption: Team Members must undertake the responsibility and commitment to combat and not tolerate corruption in any form and context, including private corruption, extortion and bribery, and to firmly and categorically refuse business opportunities that run counter to this commitment.

Relationship with government officials: all interactions by Team Members with Government Officials or politically exposed persons must be based on ethics, integrity and transparency. Meetings to discuss government contracts must be organized via formal written requests and preferably held in government buildings during business hours.

ODEBRECHT COMPLIANCE SYSTEM

Main measures already adopted: 

Boards of Directors
Each business has its own governance and Board of Directors (BoD).

New Directors
Increasing the number of independent directors to ensure that at least 20% of the board consists of independent members (and with no fewer than two independent members) in order to foster diversity and strengthen transparency.

Hiring of CCOs
Appointing Chief Compliance Officers with full functional autonomy, who report to the Compliance Committee.

Compliance Committees
Supporting the BoDs to ensure compliance with ethics, integrity and transparency, in keeping with best global practices and governing law, standards and regulations.

Policies, Guidelines and Procedures
Creating the Policy on Compliance with Ethics, Integrity and Transparency. The Policy will be implemented across all Businesses, in coordination with their respective BoDs.

Engagement in collective actions
Becoming a signatory to the UN Global Compact and the Business Pact for Integrity and Against Corruption, through which it undertakes commitments to universal principles on Human, Labor and Environmental rights and to Combating Corruption.

Ethics Hotline
Implemented at Odebrecht S.A. in 2014. Allows for receiving reports of irregularities and misconduct by Team Members, Clients and any third parties. All reports received are investigated impartially and independently using adequate methodology with legal grounding, and whistleblowers are guaranteed confidentiality, anonymity and non-retaliation.

Measures being implemented:

Risks and Controls Assessment
Any risks and opportunities for improvement identified by the prevention and detection measures of the Compliance System will be addressed by strengthening the controls environment.

Training
Training and communication actions are being developed, enhanced or intensified to ensure the unwavering and unrestricted commitment of all Team Members to acting with ethics, integrity and transparency. 

Disciplinary Measures
Enhancing the Compliance System by adopting disciplinary actions in cases of violation of the guidelines expressed in the commitment undertaken by Odebrecht.

Pró-Ética Company
Striving to obtain the Pró-Ética Company seal (granted by the Ministry of Transparency, Inspection and Control, formerly the CGU), an initiative that encourages companies to adopt measures to prevent and combat corruption.