Code of Ethics and Professional Conduct
MSPX Brazil
CHAPTER I
OF THE OBJECT AND SCOPE
Article 1 - This Code of Ethics, Conduct and Compliance establishes the principles, values and standards that guide the personal and professional conduct of all administrators, directors, employees, interns and service providers (“Members”) of MSPX Brasil (“Company”), as well as its business partners, in the exercise of their activities in national territory and abroad.
Article 2 - Adherence to this Code is an indispensable condition for initiating and maintaining any professional or commercial relationship with the Company. Failure to comply will subject the offender to applicable disciplinary and legal measures.
CHAPTER II
OF THE FUNDAMENTAL PRINCIPLES AND DUTIES
Article 3 - The actions of MSPX Brasil and its members, in all their commercial, contractual and professional relationships, are governed by the following fundamental principles of private law and corporate governance:
I. Objective Good Faith: Requires a standard of ethical, loyal, and transparent conduct in all phases of the business relationship (pre-contractual, contractual, and post-contractual), imposing ancillary duties of protection, information, and cooperation, in strict compliance with Article 422 of the Civil Code.
II. Social Function of the Contract: It recognizes that the freedom to contract will be exercised in accordance with and within the limits of the social function of the contract, which implies the duty to ensure that its execution not only satisfies the interests of the parties, but also respects the economic order and collective values, as per Article 421 of the Civil Code.
III. Probity and Integrity: A commitment to honesty, rectitude, and consistency between words and actions, rejecting any conduct aimed at obtaining undue advantage for oneself or others.
IV. Diligence and Expertise: The duty to act with the zeal, care, and technical expertise expected of a specialist in the areas of business intermediation, legal representation, and banking correspondence, always seeking maximum efficiency and security for clients and partners.
V. Transparency: The obligation to provide clear, accurate, and complete information about the services, conditions, and risks involved in the operations, as a foundation for the relationship of trust.
Article 4 - The fundamental duties of all members are:
I. Regulatory Compliance : To comply with and enforce, with absolute rigor, all laws, regulations, and standards applicable to the Company's activities, with special attention to those issued by the Central Bank of Brazil (BACEN) and the Securities and Exchange Commission (CVM).
II. Zero Tolerance Policy: Refrain from practicing, authorizing, participating in, or tolerating any act of corruption, bribery, fraud, influence peddling, or any other form of undue advantage, whether in the public or private sector.
III. Duty of Secrecy and Confidentiality: To maintain the strictest secrecy regarding all strategic, commercial, financial, operational information and personal data of clients, partners and the Company itself, to which they have access by virtue of their functions, in accordance with the General Data Protection Law (Law No. 13.709/2018) and other relevant legislation.
IV. Transparency and Governance: Conduct all operations with clarity, precision, and integrity, ensuring that contractual terms, operational conditions, and associated risks are fully understood by all parties, in accordance with best corporate governance practices.
CHAPTER III
SPECIFIC CODE OF CONDUCT
Article 5 - In the activity of Banking Correspondence, both national and international, it is imperative to:
I. Prevention of Money Laundering and Terrorist Financing (AML/CFT): Strictly observe the Company's AML/CFT Policy, which includes, but is not limited to: a) Adoption of Know Your Customer (KYC), Know Your Partner (KYP) and Due Diligence procedures for the identification, qualification and risk classification of clients and partners. b) Continuous and systematic monitoring of operations to identify atypical or suspicious transactions. c) Mandatory reporting of suspicious transactions to the competent authorities, in the manner and within the deadlines defined by regulation. d) Maintenance of detailed records of all transactions carried out.
II. Strict Liability: Being aware that case law, especially that of the Superior Court of Justice (STJ), tends to consolidate the strict liability of financial institutions for failures in the provision of services, which requires increased diligence.
Article 6 - In Business Intermediation and Legal Representation, Members must:
I. Acting with Impartiality and Loyalty: Being guided by impartiality and the unwavering defense of the interests of those represented, avoiding any conduct that may favor one's own interests or those of third parties to the detriment of clients.
II. Diligence of the Bonus Pater Familias: To manage and safeguard the assets, reputation, and interests of the represented companies with the same level of care and responsibility that a prudent and diligent administrator would employ in their own business.
CHAPTER IV
CONFLICT OF INTERESTS
Article 7 - A conflict of interest is defined as any situation in which the personal interests of a Member may influence, or appear to influence, their decisions and professional judgment to the detriment of the interests of MSPX Brazil or its clients.
Article 8 - Any member who finds themselves in a situation of potential or actual conflict of interest has the duty to immediately report it to their hierarchical superior and to the Governance Committee, refraining from participating in any discussion or decision on the matter until they receive formal guidance.
CHAPTER V
Regarding the whistleblowing channel and sanctions
Article 9 - MSPX Brazil provides a Whistleblowing Channel, managed independently by the Governance Committee, for the safe and, if desired, anonymous reporting of any violation or suspected violation of this Code.
Article 10 - The Company guarantees the confidentiality of the whistleblower's identity when acting in good faith and expressly prohibits any form of retaliation.
Article 11 - Proven violations of this Code will subject offenders to sanctions ranging from warnings, suspension, and termination of contract to the involvement of competent civil and criminal authorities, without prejudice to compensation for damages caused.
CHAPTER VI
FINAL PROVISIONS
Article 12 - This Code will be periodically reviewed by the Governance Committee to ensure its continued alignment with best market practices and legislative and regulatory changes.
Article 13 - Any questions regarding the interpretation or application of this Code should be directed to the Governance Committee.