1. A Word From The Chief Executive Officer (CEO)
6. General Corporate Governance Rules
11. Management Of This Code Of Ethics
Dear Employee,
This Code of Ethics is based on the vision and values of this organization and was created as a way to guide the conduct and daily actions expected of employees inside and outside the workplace, whether employees, customers, suppliers, and/or third parties.
In addition, this code unifies values and principles which are non-negotiable, emphasizing respect for the individual, the sustainable environment, transparency in the company's business and in the relationships with third parties and their affiliates.
Baru believes it is possible to promote an ethical and healthy business environment. Therefore, we invite everyone to read this document, which should be seen as a guide in the search for guidance and recommendations on various issues that may arise in everyday life.
Any deviations from the conduct expected by this organization must be reported through the channels made available for this purpose, and it is everyone’s duty to supervise and promote an ethical environment in line with the values and principles of this organization.
Juan Carlos Pedroza Hernandez - Chief Executive Officer (CEO)
A BARU OFFSHORE NAVEGAÇÃO LTDA. (“Baru”) busca oferecer um ambiente de trabalho saudável, estabelecendo padrões de comportamento que atendam às normas legais e à cultura da empresa.
The company believes in the development of the country based on the pillars of a sustainable economy that values diversity, inclusion, and gender equality, combining efforts to maintain a safe corporate place and with effective actions to maintain an environment based on ethical precepts and good business practices.
Employees will be regularly offered training and lectures on important topics to raise awareness of good practices, seeking to promote integrity, respect between employees and Baru Offshore with customers, suppliers, its affiliates, and third parties.
A BARU OFFSHORE NAVEGAÇÃO LTDA. (“Baru”) apresenta este Código de Ética ("Código") em observância às leis nacionais e internacionais aplicáveis aos seus negócios no intuito de orientar os procedimentos de seus colaboradores, independentemente de cargo ou função. O presente Código abarca ainda os parceiros de negócios que exercem atividades em nome da Baru ou em seu favor. Portanto, os preceitos dispostos neste Código deverão ser observados por todos os indivíduos e por todas as sociedades que compõem a Baru, bem como transmitidos aos nossos parceiros, sejam: clientes, fornecedores, coparticipantes em consórcios ou demais terceiros, de forma a ratificar uma aplicação plena das diretrizes aqui estabelecidas, tornando-se então propicia a criação de um ambiente de negócios mais justo e eficiente nos mercados em que atuamos.
Baru is committed to business ethics and transparency, which is why it counts on the support and cooperation of each employee for the dissemination, preservation, inspection, and protection of this commitment.
This CODE applies to all officers, employees, consultants, interns and trainees, as well as business partners, suppliers, service providers, their affiliates, and third parties in general, that is, all those who work directly or indirectly for Baru, its subsidiaries, companies under common control, consortium partners, business and commercial partners, and aims to clarify Baru’s ethical and legal obligations, promoting healthy internal and external relationships.
Baru values ethics in all its relationships, which is why it seeks companies, third parties, customers, and employees who understand its way of doing business and are committed to observing the highest standards of ethics and integrity.
Baru values and encourages the integrity and loyalty of its employees and contractors who act on its behalf or in its favor, therefore recommending the following practices:
This Code is applicable to all officers, employees, consultants, interns and trainees, as well as business partners, suppliers, service providers. Everyone must comply with the laws, Internal Policies and other applicable regulations, under penalty of being liable in the manner provided for by law, notwithstanding internal disciplinary measures for breach of legal and professional duty.
Institutional documents, such as this Code and other policies, can be consulted on Baru's website (www.baruoffshore.com.br) and/or on its internal network. It is the responsibility of the Ethics Committee to update and disclose new documents that are implemented.
Baru believes in an inclusive workplace free from discrimination and harassment. Therefore, we have the following guidelines as principles:
All employees must receive fair and isonomic treatment, without any discrimination based on ethnicity, age, gender, sexual orientation, gender identity, religion, education level, or physical limitations. Baru encourages the diversity of its teams, the good relationship between its employees and between them and Baru's investors, its business and commercial partners.
Behaviors such as intimidation, threats or similar, which aim to embarrass Baru employees, its customers, suppliers, or business partners, will not be tolerated.
Situations of sexual harassment can occur when someone in a position of privilege uses that advantage with the intention of obtaining sexual favors. Situations of moral harassment, in turn, can occur when there is abusive conduct – through gestures, words, attitudes, behaviors – that aims to hurt a person's dignity.
Baru condemns any type of harassment situation. Therefore, if there is suspicion or identification of any of these practices, the incident must be reported through the Reporting Channel, and may also be reported to the immediate manager or to any of the members of the Ethics Committee.
Baru values its employees, which is why it values fair, ethical, and respectful treatment among its employees and, likewise, in its relationship with third parties (customers, service providers, commercial partners, among others), through the adoption of guidelines valuing equality and the well-being of their employees, encouraging technical and personal training through courses and tools for personal and professional development.
Information produced or obtained as a result of Baru's activities, when not officially disclosed by the company in its official channels (website, relevant facts communicated to the market and others) or shared with the media, are considered confidential and their disclosure is prohibited.
Confidential Information should be considered all that which cannot be disclosed and which, if exposed, may be useful to competitors or harmful to Baru, its customers or shareholders. Any activity of a confidential nature in a weighted manner is considered Privileged Information. Therefore, Baru’s confidential information cannot be used for personal gain or for third parties.
Thus, in conducting Baru’s activities, it is expected that all those involved:
It is also expressly forbidden to:
Baru’s Intellectual Property ("IP") includes patents, trademarks/service marks, copyrights, trade secrets, tools, business technologies and other distinctive features considered ‘property” by Baru, which uses it to identify itself and its services and solutions in the market.
Baru and all employees must protect the IP against disclosure or misuse, avoiding any acts or omissions that may violate the intellectual property rights of third parties.
In case of need for guidance on the protection of Baru’s IP or use of third-parties’ IP, the employee should contact the Legal area, through the e-mail: juridico@baruoffshore.com.br.
Baru is committed to security, privacy, and protection of personal data. Reasonable measures are taken to ensure that personal data is treated in accordance with General Data Protection Law No. 13.709/18 (LGPD) and other regulations on the subject.
It is part of Baru's culture to work with quality, respect for people, dedication, and team spirit, which are key points for Baru employees. The practice of working with pride, impartiality, credibility, and respect is developed. Therefore, Baru expects that its employees:
Baru maintains a non-partisan stance, and advises that its employees in the workplace and in relationships with third parties do not promote political demonstrations and/or discussions.
The following behaviors will NOT BE ACCEPTED from employees and contractors who provide services on Baru's premises or on behalf of Baru:
The use of equipment and resources provided by Baru must follow the applicable legislation and internal regulations. All equipment (computers, mobile phones, machines, furniture, vehicles, etc.) and information technology resources (internet, email, systems), as well as other tools provided to the employee by Baru, must exclusively be used for corporate purposes, since they are the property of the company, which authorizes Baru to check how they are used and request their immediate return. Some points stand out regarding their use:
Baru is concerned with, values, and guarantees the right to freedom of expression for its employees, under the terms of the Federal Constitution and does not support any form of curtailing this right. Although freedom of expression is constitutionally guaranteed, everyone must maintain an upright and respectful posture at any time, inside and outside the workplace, in any environment, whether virtual or not.
Thus, when using social networks, it is up to the employee to clearly identify that it is personal communication and not authorized business communication. It is expected that the employee, when expressing a personal opinion in these media, takes into account that this environment is public and that the content of his message may harm Baru's reputation, even if the author does not present him/herself as a representative or spokesperson for Baru. company. Adequate posture must be adopted, free of discrimination and prejudice, being forbidden to manifest in discussion forums on behalf of Baru and the creation of profiles and groups on behalf of Baru.
Institutional and corporate communications will always be conducted by the competent area. Only certain employees are authorized to speak on behalf of Baru and make comments about it to the press or external groups. When there is an invitation for interviews or public demonstrations, only the competent area can authorize it.
Baru's employees must work with Baru's best interest in mind, avoiding situations in which private interests conflict with professional responsibilities. Baru does not take a stand against affective relationships or kinship between employees as long as it does not maintain a direct and/or indirect subordination relationship, the employees are not part of the same department and/or work in the same branch.
With regard to Baru's partners, negotiations with suppliers in exchange for personal advantages or their own benefit are prohibited. Similarly, affective or kinship relationships between any employees who perform activities at Baru must be avoided; this list includes directors, partners, and officers in Baru's partners. If there is any suspicion of a conflict of interest, contact the Reporting Channel or the Ethics Committee (comitedeetica@baruoffshore.com.br).
Baru has a document with specific instructions regarding such contexts, it is recommended to consult the standardized guidelines whenever necessary.
Offering and receiving gifts, presents, and hospitality is a common practice, considered a courtesy in commercial relations, which symbolizes appreciation, kindness and brand reinforcement, provided that such practice is performed ethically, in accordance with legal provisions and appropriate to the most different situations. Negotiations with suppliers, service providers, business consultants, and third parties must not be influenced by the receipt, offer or promise of any type of advantage, even potential or apparent. Similarly, attempts to influence customers and potential customers by any employee and/or contractor acting on behalf of Baru, both privately and publicly, are prohibited.
It is allowed to receive gifts from third parties, preferably containing the offeror's logo to strengthen the brand, provided that the definitions already established here and the frequency of receipt are observed, and our Policy on Gifts must also be observed.
According to Baru’s guidelines, donations and sponsorships are allowed in specific cases, which are established in its own Policy. It should be noted that donations for political and/or partisan purposes are prohibited. Sponsorships must be previously analyzed by the Ethics Committee. No donation or sponsorship can be made without the express approval of Baru’s chief executive officer. No donation or sponsorship can be interpreted as an exchange of favors. Donations are not allowed to obtain immediate or future advantages and, therefore, all donations must be formally justified.
Donations and sponsorships will be given priority to education, culture, technology, and social projects. In case of doubt, the Ethics Committee should always be consulted.
Baru and its employees are committed to conducting business in a legal, ethical, transparent, and professional manner. Therefore, this is the conduct that the company must adopt while conducting business and in accordance with the anti-corruption law.
Baru’s activities are guided by obedience to legal standards and respect for ethical prescriptions. Thus, the laws that deal with corruption prevention should always be observed, among them the Brazilian Penal Code (Decree Law No. 2,848/40), the Administrative Improbity Law (Law No. 8,429/1992) and Law No. 12,846/2013 and its regulations (together “Anti-corruption Laws”), in the conduct of various relationships and activities. Therefore, in any contact with the Public Sector, whether by employees or contractors (service providers, consultants, business partners), it is necessary to observe the following guidelines:
The constant observance of the means of guidance, such as internal Policies and Regulations, training and transparency are tools used by Baru to remove from the business scenario any practices of corruption, money laundering, bribery, offering of undue advantage. The reporting of suspicion or violation of these guidelines is strongly encouraged among all employees and third parties that have a relationship with Baru, and must be performed in the Reporting Channel or communicated to the Ethics Committee.
The concepts and rules on the subject should be consulted in a specific policy, developed to provide guidance on the subject.
The integrity of information and records relating to Baru's activities must be maintained, therefore, they must be reliable and complete. Everyone is responsible for the integrity of the information and reports under their control. Accounting records must be maintained in sufficient detail to reflect Baru’s transactions. In this context, the falsification of documents of any nature is expressly prohibited, as well as unreal or fraudulent entries.
Maintaining a healthy competitive environment benefits not only customers, suppliers, but also the market, Baru itself and its employees. Baru respects free competition and free initiative, repudiating any act that violates these precepts.
Baru has as a fundamental point in its management model the customer in the first place and, exactly for this reason, it seeks to comply with its guidelines, actions, goals, budget, and audit with great discipline.
All Baru’s employees must act in such a way as to contribute to the total satisfaction of the customer, complying with the agreements and contracts established between the customer and Baru, always being receptive to the criticisms and suggestions received.
We intensified compliance controls and training to improve existing practices and guidelines.
The competitiveness of the services provided by Baru must be based on free and fair competition. Statements, either verbal or written, that affect the image of competitors or contribute to the dissemination of rumors about them must not be made, and the competitor must be treated with the respect that Baru expects to be treated. Therefore, it is expressly forbidden the practice of:
The choice and contracting of suppliers will always be based on technical, economic, professional and ethical criteria, in line with Baru's general guidelines, through a predetermined objective process, such as competition or price quotation, which guarantees the best cost-effectiveness.
The relationship with suppliers must be lasting, without prejudice to the principles of free initiative and fair competition. All suppliers that deal with Baru must have a good reputation and comply with legal requirements (civil, labor, environmental).
The following conduct is expected from suppliers that deal with Baru:
The balance of the environment and the preservation of nature in its operations, offices and throughout its supply chain are of fundamental importance to Baru’s business activity. Therefore, it is the obligation of all employees to:
Baru seeks to develop its activities in a sustainable manner to fully comply with current environmental legislation.
Baru values compliance with current laws, especially those aimed at preventing and combating corruption, and is always available and committed to collaborating with public administration bodies when necessary.
For this reason, Baru is committed to fighting corruption and guiding relations with public authorities with ethics and integrity.
When dealing with public agents in general:
These guidelines complement those already set out in the Topic “Fighting Against Corruption” and in our specific policy. Consult it whenever you need to know more about how Baru should act in interactions with government agencies and public authorities.
The relationship with shareholders and investors must be based on accurate, transparent and timely communication of information that allows them to monitor the activities and performance of Baru’s business, as well as the search for results that bring positive impacts to our market value. The treatment given to partners is independent of the number of shares they hold, subject to legal restrictions. Shareholders and their family members must follow the same rules valid for employees who hire and/or offer products or services to Baru. The following will not be accepted in relationships with partners:
Business performed between partners and their family members with a direct and/or indirect relationship with Baru and its affiliates must be communicated to the other partners and to the Ethics Committee.
Baru is responsible for disseminating and guiding all employees and contractors about this Code. Baru is also committed to conducting training, maintaining an impartial and open communication channel, and constantly seeking to raise everyone's awareness of the ethical guidelines and good conduct practices that should guide the actions of employees and contractors.
To contribute to Baru’s mission, it is the individual responsibility of each one to comply with all the guidelines given by Baru and by current law, which includes the duty to:
All officers, employees, consultants, interns and trainees, as well as business partners, suppliers, service providers, their affiliates, and third parties in general, must ALWAYS ask themselves BEFORE ACTING:
If the answer to any of the questions above is doubtful or negative, we recommend not doing so and seeking clarification from Baru’s Legal Department or Ethics Committee.
Baru has an Ethics Committee, composed of a group of people whose mission is to ensure compliance with this Code, analyzing and deliberating on all occurrences, doubts and necessary clarifications. The guidelines of this Code reflect our values, with strict and faithful compliance with all its provisions being of paramount importance, with no room for interpretation. Failure to comply with this Code may lead to disciplinary measures that are appropriate, proportionate, and in accordance with labor legislation, including:
This Code is subject to amendments and/or alterations, after each revision Baru will publish the most recent version on its website (www.baruoffshore.com.br).
The Reporting Channel is a means of communication available for employees, contractors, service providers and customers to report actions, omissions, irregularities, non-compliance, and any facts that contravene current legislation and/or the rules and conduct described in this Code and others. Baru's internal policies and rules, as well as actions that may cause damage to any of Baru's activities, its employees, partners and other stakeholders.
This channel is independent and impartial, having no relationship with the management of this company, to guarantee secrecy, transparency, and effectiveness in the investigation and treatment of any identified non-compliance.
Some examples of irregularities that should be reported: non-compliance with laws, policies and internal rules, robbery, theft, fraud, counterfeiting in general, acts of corruption, among others that contradict Baru’s laws, rules and internal regulations.
To facilitate the analysis and handling of the complaint, try to gather as much information as possible, such as: name of the person involved, unit, actions, time, photo and other documents.
Baru provides the following means to enable access to its Reporting Channel:
Website: https://www.contatoseguro.com.br/baruoffshore.
Telephone: 0800 155 0016
Application: Contato Seguro
| Elaboration Date | Revision Date | Approval | Version |
| 04/04/2017 | 1 | ||
| 11/02/2023 | 2 |