Ethics and Conduct Code


“The way to gain a good reputation is to endeavor to be what you

desire to appear.”

Socrates

 


This is VIVACE PROCESS INSTRUMENTS Ethics and Conduct Code, inspired in our Values and containing the principles which build VIVACE culture.

 

This document has obrigatory application among company collaborators and must serve as reference for the commercial partners. With no pretention to cover all inherent possibilities to daily business development, it offers clear orientations to add value, support growth and the constant seek for excelence.

 

Every collaborator, independently of status and hierarchy, must know and observe the patterns of this company Code.


We believe in you!


You belong to VIVACE PROCESS INSTRUMENTS family by having conditions and characteristics that fill our needs.

 

We are sure you will not have any difficulty to adapt yourself to the Ethics and Conduct Code.

 

The Human Resources area is ready to help you on whatever you need and on clarifying eventual doubts.

 

We want to be part of your professional success, share with us your knowledge, attitude, efficiency, interest, strength and, last, the continuous demonstration of your capacity o assuming great responsibilities.

 

Let's make VIVACE the best company to work in, together.

 

Welcome and good luck!


Sincerely,
People Management
Human Resources Team.




Employees Relation

VIVACE PROCESS INSTRUMENTS has as value and conduct the dignity on treating all of its employees, offering a working environment with equal personal and professional growth opportunity and individual liberty respect.


Conflict of Interest

The conflict of interest on the company-employee relation happens when the employee uses his influence or acts with the previous intention of private benefits that go on the other hand of VIVACE PROCESS INSTRUMENTS interests or can cause damage and loss to the company.

 

The employee will not execute any external activity, like consultant services or to participate on organizations that conflict or negotiate with VIVACE PROCESS INSTRUMENTS.

 

In addition, corporate bonds, personal or marital/family bonds, partner/supplier or competitor bonds will not be accepted by VIVACE PROCESS INSTRUMENTS, if the employee has a post that allows influencing negotiations or having access to privileged informations.

 

The employee that occupies a post on external entities or has a spouse or relative who work on any other VIVACE PROCESS INSTRUMENTS company, competitor, supplier or customer, must communicate this fact in writing, as fast as he can, to his immediate leader, who will be responsible to evaluate possible conflict of interest and competition with worktime.

 

The organization will not allow to keep or contract first or second-degree relatives (father, mother, son, daughter, brother, sister, uncle or aunt) and spouses on functions that have hierarchical relation, direct or indirect, or that answer to the same immediate boss.

 

It is considered as relatives the members of family until the third degree: father, mother, son, daughter, brother, sister, grandfather, grandmother, great grandfather, great grandmother, grandson, granddaughter, great- grandson, great-granddaughter, uncle, aunt, nephew, and niece. For the effects of this Code, it will also be considered as affinity relatives: spouse, partner, son-in-law, daughter-in-law, father-in-law, mother-in-law, stepfather, stepmother, step-son, step-daughter, brother-in-law and sister-in-law.  

 

Situations not covered in this Code that may result in conflict of interest must be informed to immediate leaders for orientation. 

 

Privileged Information

The employee that, by force of his post or responsibility, happen to have access to strategical or confidential information about VIVACE PROCESS INSTRUMENTS, associated or affiliated companies, not yet published, is not permitted to extern it to third parties or transact titles and stocks from these companies during the confidentiality period.


In this situation, the employee must block the access of any person to those informations, taking care of documentation and even daily-work materials left on the desk, drawer and cabinets.


Strategical and confidential informations are those not known by the market and which the disclosure could affect the company operations. Exemples of this type of information: financial results, acquisitions, sales, industrial secrets, investments and internal subjects.


Intelectual Property

The result from the work of intelectual nature and strategical information generated on company is exclusive property of VIVACE PROCESS INSTRUMENTS.

 

The employee is responsible for confidentially treating the informations about intelectual property he has access through his job, using them carefully. The disclosure of those informations without previous authorization of the company board is not allowed.

 

Confidential information in response to legitimate requests from government autorities may be passed only after considering if they will be treated confidentially and after the appropriate measures are taken in order to protect the confidentiality, with the help from company's Law Department.

 

Softwares protected by copyright developed in the company and/or protected by licensing contract must not be copied, unless the owner of copyright or license gives the specific permission for that. Similarly, it is forbidden to install softwares on company's computers, unless a previous authorization from the resnposible area has been given to that.


Outside company conduct

As part of VIVACE PROCESS INSTRUMENTS, the employee must be criterious on his conduct in public, whatever in the circumstance of professional or personal activities, acting with prudence and zeal, not exposing VIVACE PROCESS INSTRUMENTS or his carrer to risk.

 

On internal or external environment, in training courses or using company's car, in any situation that allow the employee identification, the conduct must follow the Values of VIVACE PROCESS INSTRUMENTS, contributing for the corporation good image.

 

The use of social networks with defamatory content, involving images or medias that may denigrate the company's image and/or embarrass work colleagues is extremely prohibited.

 

It is expected from employee a coherent behaviour with the conducts described on this Code. 

 

Prejudice and Bullying

VIVACE PROCESS INSTRUMENTS values the diversity on work relations. Thus, everyone must have a respectful, friendly and fair treatment to colleagues, independently on the post or function occupied by one.

 

VIVACE PROCESS INSTRUMENTS will not admit any nature of prejudice or discrimination, whatever for race, religion, age, sex, politics, nation, civil state, sexual orientation, physical condition or any other.

 

On recruitment processes, selection and promotion, candidates must be evaluated only by their conditions on attending and adequating to post expectations.


Child or slave labor

VIVACE PROCESS INSTRUMENTS will not accept, in its faccilities or for its suppliers and business partners, any kind of slave labor or similar condition, as well as the use of child labor.


If a teenager between 16 and 18 years old works on the condition of apprentice, according to the present local laws, the company has to assure the work will not affect that teenager studies.


Manager posture

The demonstration of interest of a subaltern to participate on an internal recruitment process must be understood by his leader as a natural carrer evolution, not creating any kind of retaliation.

 

Eventual mistakes committed by employees must be warned by leaders, who will follow informations and necessary actions in order to avoid its relapse. A mistake relapse resulting of negligence or lack of interest must suffer a rigorous correction.  

 

It is expected from every leader the conduct of hearing and considerating new ideas, different opinions, questions and arguments that represent a form of learning and process improvement.  

 

VIVACE PROCESS INSTRUMENTS values the synergy between areas, the cooperation between employees of all Units and the knowledge sharing as form of learning and disseminating of best practices, saving the aspects of confidentiality exposed on Privileged Information item.  


Harassment and power abuse

VIVACE PROCESS INSTRUMENTS will not admit any kind of harassment, such as sexual, economical, moral or of any other nature, or situations that configure disrespect, intimidation or threat on the relation between employes, independently on the hierarchical level.

 

The employee who feels discrimination, humiliation, prejudice, pressure, suffer abusive practices or disrespectful situations, must inform his superior or the Conduct Comitee, by using the appropriate channel available for these cases.

 

Harassment is characterized by the fact of someone on privileged position to take advantage to humiliate, disrespect or constrain. Moral harassment occurs when someone is exposed to humiliation during the work journey. Sexual harassment intends to obtain sexual favours or advantages.  


Use of alcohol, drugs, weapons and products trading

It is forbidden to drink alcoholic beverages on work journey or execute any professional activity on inebriation state. The use or carrying of drugs, as well as the permanence in any facility on the effect caused by using these substances are also forbidden. That attitude can cause the security and performance of the employee and his work colleagues.

 

Weapons of any kind are not allowed on company's facilities, except for authorized professionals.

 

Also prohibited are the trading and exchanging of products of particular interest on the company's facilities.  


Political Participation

It is prohibited to any employee to execute, in the name of VIVACE PROCESS INSTRUMENTS, any contribution of values, assets or services to campaigns or political causes, except due to deliberation of the VIVACE PROCESS INSTRUMENTS Administration Concil. This contribution will be done according to the present law.

 

VIVACE PROCESS INSTRUMENTS respects the employee individual right to be involved on civic subjects and participate on the political process. However, this participation must occur on his free time and through his own costs. In this situation, the employee must explicit the manifestations are particular and not from VIVACE PROCESS INSTRUMENTS.

 

The resources, physical space and image of VIVACE PROCESS INSTRUMENTS must not be used to attend any political interest.


Labor Union

VIVACE PROCESS INSTRUMENTS respects free associations, recognizes labor union entities as employees legal representants and seek for constant dialogue.


Only formal authorized personnel must execute the negotiations and dialogue with these partners.


Company Patrimony

The assets, equipments and facilities of VIVACE PROCESS INSTRUMENTS are exclusive for the use in its operations and cannot be used for particular goals, except in specific situations defined by VIVACE PROCESS INSTRUMENTS.

 

It is the employer responsibility to take care of correct use and conservation of VIVACE PROCESS INSTRUMENTS patrimony put under its guard.

 

Questions related to donations, sales or cessions on using company facilities must be submitted to Legal Department for evaluation.  


Use of information electronic systems

Electronic systems and computing resources are available to employess for better performance on their functions.

 

The use of such resources for private subjects is allowed since it does not counteract internal rules and orientations nor harm the workflow. It is forbidden to exchange, rescue, store or use of obscene, pornographic, violent, discriminatory, recist and difamatory contents, that disrespect any person or entity and contrary to policy and interest of VIVACE PROCESS INSTRUMENTS. Games and chain messages are also not allowed.

 

Users, in general, should not expect to have any privacy on using these systems and resources. Thus, VIVACE PROCESS INSTRUMENTS is enabled, at its own will, to use and monitor any information transmitted or resident on those medias. This rule is applied to written information or any media stored in electronic systems.

 

That includes the information technically developed, acquired by associations, license, and purchase or trusted to VIVACE PROCESS INSTRUMENTS.

 

All the files and informations referred to professional activities created, received ou stored on electronic systems are property of VIVACE PROCESS INSTRUMENTS and constitute legal and commercial asset. Thus, in case of changing or resignation of an employee, those informations must be forwarded to the immediate leader for storing or discarding.

 

The access password to information systems of VIVACE PROCESS INSTRUMENTS must be exclusively used by its employees. Any concession to a third party, even in the case of a personal colleague is prohibited.

 

Any software and program must not be copied or installed to VIVACE PROCESS INSTRUMENTS computers without the previous authorization from Information Technology area.  


Internal Communication

VIVACE PROCESS INSTRUMENTS understands internal communication as the group of Company official models (letterhead, official presentation layout and internal communication forms) used as media for communication.


The use of those models by any collaborator for particular purposes is prohibited, since it must be used only for company purposes.


Media

VIVACE PROCESS INSTRUMENTS understands as media all the communication channels with society and general public opinion that offer exposure on two distinct areas: publicity/commercial and press/editorial.


Publicity

Intitutional marketing of products must avoid overstatement, prepotency and prejudice. In addition, it must assure the veracity of the published information.
VIVACE PROCESS INSTRUMENTS condemns tricky publicity. Our marketing initiatives are characterized by respecting the present law, ethics and the rules of local and international reference.


Press

Every contact made by press vehicles must be directed to the Company Press Advisory area.

 

Press contacts will be promoted, exclusively, by spokesman designed by company – President-Director and Advisory Council President - or being performed by another Director, when appropriate. It is prohibited to non-authorized people to contact press in the name of VIVACE PROCESS INSTRUMENTS.

 

The employee must not promote the disclosure of confidential or untrue information to the press.

The contact with press professionals must not be treated, in any hypothesis, as a commercial relationship.


Presentation

Confidential aspects must be respected on the elaboration of presentations for lectures, seminars, external meetings or any other public events. The content must be previously approved by employee immediate leader.
VIVACE PROCESS INSTRUMENTS adopts an objective and clear position on the disclosure of information that satisfacts the interests for all involved parts.


Commercial partners and competitors relationship

VIVACE PROCESS INSTRUMENTS drives itself on the principle of free competition.

 

All market and competitor informations, legitimated and necessary for business must be obtained by transparent and loyal means, not being accepted any kind of illicit activity.

 

For this company, illicit activities are illegal and morally unacceptable ways of accessing confidential information.

 

It is prohibited for the employee to adopt any attitude that denigrate the image of VIVACE PROCESS INSTRUMENTS competitors or commercial partners.

 

VIVACE PROCESS INSTRUMENTS business must be based on following the law, the Values of the company and the Conduct Code, where every employee is expected to accomplish it.

 

No understanding must be promoted with competitors in order to abuse the economical power or arbitrary commercial practices.


Selling VIVACE PROCESS INSTRUMENTS products to employees

The sales of company products to employees must follow all observed rules from a specific policy.


Investor, Family and Partners Companies Business Relationship

Investors and their relatives must follow the same rules valid for employees on buying VIVACE PROCESS INSTRUMENTS products or services.

 

Commercial relations between investors or their relatives and VIVACE PROCESS INSTRUMENTS companies are allowed, whether individually or through companies, they are part of, directly or indirectly.

 

Business previously mentioned must respect, severely, the principles of exemption and transparency, ethics, competition and of conflict of interest absence, which is the reason why investors and their relatives must not develop any business or activities that depends only on VIVACE PROCESS INSTRUMENTS.

 

VIVACE PROCESS INSTRUMENTS must adopt the same rules to investors families as adopted to third parties business (disclosure, price, payment, contractual deadlines, quality).

 

It is responsability of people and companies interested on developing commercial relations with VIVACE PROCESS INSTRUMENTS to inform the existence of familiar attachments as above, whenever such facts occur.

 

All transactions here foreseen will demand previous approval from VIVACE PROCESS INSTRUMENTS Advisory Council. Those proposals must be informed by the area main executive person, presenting his considerations, when one understands the premises contained on previous paragraphs are attended. 


Relations with companies where VIVACE PROCESS INSTRUMENTS participates

On the companies where VIVACE PROCESS INSTRUMENTS participates on control block, relationship with partners must be conducted only by legal representants indicated by the VIVACE PROCESS INSTRUMENTS Advisory Council.The confidentiality on discussed subjects must always be observed.


Contact with external investors of VIVACE PROCESS INSTRUMENTS companies must be executed by the area defined as responsible for that function and according to specific rules assigned to it.


ETHICS

VIVACE PROCESS INSTRUMENTS expresses seriously the commitment with ethics on the relationship with its customers, collaborators, investors, suppliers, comunity and general society.


To VIVACE PROCESS INSTRUMENTS, ethics is the balance and correct social work social having in mind what is fair for the company and for society. That provides integral, impartial, transparent relations, respecting people, diversity and environment.


INTEGRITY

Integrity and ethics are pillars to VIVACE PROCESS INSTRUMENTS.

 

The company is commited to a high integrity pattern for all of its operation areas and adopts a zro tolerance policy for the cases where there is any violation on integrity and ethics.

 

We have always operated in a sistematic approach in order to prevent, detect and solve any situations of potential problem.

 

We sincerely hope that all of our direct and indirect collaborators act in an ethical and integral way, offering benefits to our customers with quality products and services, according to the law.

 

Acting with ethics and integrity does not restricts business development. Instead, it aggregates value, supports growth and makes the pursuit of excelence easier for all levels, bringing gains for social responsibility for all of us.

 

Any behaviour contrary to that will result in a disciplinary action, causing a possible employment rescission or contract cancellation for supplying or services with VIVACE PROCESS INSTRUMENTS.


OUR VALUES:

• Ethics


Balance and correct social work social having in mind what is fair for the company and for society.


• Corporate Effort


We support any and every individual work that ends in better corporate results, in order to aggregate knowledge and capacity to overcome challenges.


• Innovation


We believe that our capacity to transform new ideas and technologies in solutions guarantee the company future.


• Efficiency


Our daily-based effort to get better and our will to make things happen that guarantee the attractiveness of our solutions.


• Flexibility


To develop the most efficient forms of answering customers needs, increasing our capacity to overcome the challenges.


• Sustainability


To be capable of creating results effectively balanced to the economical, social and ecological aspects, getting the preference from our customers and investors.


Cumprimento do Código de Ética e Conduta

It is resposability of each collaborator to bring to responsible instances every information regarding to violation or suspicion of violation established in this Conduct Code. Every inappropriate conduct to work environment will be immediately ivestigated, keeping it anonymously and confidentially. The complaints, informations and/or suggestions must be passed to Human Resources Coordinator, in person or through complaint channel, proceeding as follows:


  • Bring the subject to involved person manager, where he must act according to Conduct Code, involving immediate superior managers, when judging necessary;
  • Follow the case;
  • Inform to Ethics Comission whatever is discovered. Comission will analyze the questions and recommend necessary correction actions;
  • Bring to denunciator the measures taken due to his complaint.

In the case where Ethics Comission face situations that may create dosconfort for any parts, on judging it, it must be submitted to Direction. O persisting the impass, external support can be used.


The managers must guarantee in all levels that his subaltern and contracted people know and apply the premises of this Code, which may serve as conduct example for all employees. People, who admittedly fault on following this Conduct Code, are subjected to disciplinary penalties, which can lead to work contract rescission.


Following are the disciplinary actions that may be applied, according to the severity of each case:


Abaixo, ações disciplinares que podem ser aplicadas, conforme a gravidade de cada caso:


DISCIPLINARY ACTIONS


  • Minor Cases: Verbal Warning;
  • Moderated Cases: Written Warning;
  • Major Cases: Work Disciplinary Suspension or even Contract Rescission (Article 482, CLT).

The application of penalties must be done, as possible, immediately after the commited fault, under sentence of characterizing tacit forgiveness. A bigger period of time will be admitted when the fault requires fact and responsibility investigation. The sanctions must be fair, reasonable and proportional to the commited fault.


Similar faults must receive similar sanctions.


When an employee judge there could be a disfunction on any rule, one must appeal to his immediate boss and request a rule revision.


This rule will be evaluated by the competent department and can be revised.


The employee must request orientation to his immediate boss in the cases where, by lack of infrastructure or appropriate resources, cannot accomplish the rule.


The boss must then, take the case to an appropriate level of the organization in order to seek for a definitive solution.


COMMUNICATION / COMPLAINT CHANNELS - ETHICS COMISSION


Email: ethic@vivaceinstruments.com


VIVACE PROCESS INSTRUMENTS

R: Julio Xavier, 108

Jardim Bela Vista - Cravinhos/SP

14.140-000

Mailing must be forwarded to Ethics Comission care.


In order to know, analyze and solve any question referred to Conduct Code, VIVACE PROCESS INSTRUMENTS keeps these channels for internal and external public, with no need for identification.


Impartially and transparently, VIVACE PROCESS INSTRUMENTS guarantee confidentiality of informations, preserving the identity of involved people and promoting a better environment for every one. Through this channel, it is possible to clarify interpretation doubts and forward complaints about Conduct Code rules breaking, such as corruption, bribe, fraud, environment agression, fake information, inappropriate account registers, bad use of company assets, discrimination of race, color, religion, sex, physical or social condition and non-ethical behaviour or procedures.