Ethical conduct in all IOCHPE-MAXION related activities is a key element of
our business strategy and development.
Therefore, we do not want anyone to jeopardize these standards of conduct,
even when one thinks that his / her actions may favor or enhance IOCHPEMAXION's
performance.
This CODE OF ETHICS has the purpose of clearly explaining IOCHPEMAXION’s
is understanding of ethical conduct. However, it obviously does not
comprise all possible issues and dilemmas that may be faced by any of us.
Therefore, in case of doubt, please seek guidance, preferably from Human
Resources in your business unit.
IOCHPE-MAXION's reputation and success depend upon us. And ethical
conduct shall certainly lead us further into the future.
Sincerely,
Dan Ioschpe -
President of Iochpe-Maxion S.A.
1.1. This CODE is addressed to all IOCHPEMAXION employees (“COLLABORATORS”), who are expected to sign the acknowledgement receipt at the end of this document.
1.2. This CODE will also be delivered to all members, both nominal and substitute, of the IOCHPE-MAXION Supervisory Board and the Statutory Audit Committee, as well as to IOCHPEMAXIONservice providers and suppliers.
22. GENERAL PRINCIPLES2.1. IOCHPE-MAXION must act in a correct, trans-parent and proactive manner with respact to its COLLABORATORS, Government and society in general.
2.2. IOCHPE-MAXION is committed to the excellence of its products and services.
2.3. IOCHPE-MAXION is committed to effective participation in the communities where it operates.
2.4. IOCHPE-MAXION does not permit conduct based on any kind of prejudice such as those related with race, nationality, religion, ideology, age, sex or disabilities of any nature (“PREJUDICE”), as well as acts of sexual harassment or approach and abusive attitudes and insinuations that can lead to an atmosphere of physical or psychological intimidation towards any person (“ABUSIVE CONDUCT”).
3. COLLABORATORS3.1. IOCHPE-MAXION wishes to promote the quality of life and development of its COLLABORATORS.
3.2. IOCHPE-MAXION does not permit any PREJUDICE or ABUSIVE CONDUCT in the selection, hiring, relationship, assessment and promotion processes involving COLLABORATORS.
3.3. IOCHPE-MAXION uses the following criteria to select, hire, interact with, assess and promote COLLABORATORS: suitable technical qualifications, educational background, professional experience, performance, conduct and attitude, as well as the capacity to work in groups.
3.4. IOCHPE-MAXION does not permit that its COLLABORATORS hire their immediate relatives, (whether ascendant or descendent, brothers, uncles, cousins, nephews, nieces and spouses), or in-laws (such as brother and sister-in-law, son-in-law, daughter-in-law, mother or father-in-law), to work in direct or indirect subordination, within the same reporting hierarchy.
3.5. IOCHPE-MAXION does not permit employees under 18 years of age to perform manual labor. Apprenticeswho are 16 years old, or older,may be hired to work in the technical and administrative areas, providing that they work through school programs that provide them both support and special attention.
3.6 IOCHPE-MAXION does not permit that its COLLABORATORS use electronic means to file or send direct mail, correspondance and files other than those related with their professional activities.
3.7 IOCHPE-MAXION does not permit that any type of relationship among COLLABORATORS may generate privileges for any of them or may negatively affect the performance of his / her duties at IOCHPEMAXION.
4. LABOR UNIONS4.1. IOCHPE-MAXION acknowledges the usefulness of the collective bargaining process in which the union, legitimized by its representatives, represents the workerswith pragmatism, objectivity and autonomy.
4.2. In addition to the dialogue with labor unions, IOCHPE-MAXION shall maintain direct contact wi th i t s COLLABORATORS in search continuously improving labor relations.
4.3. IOCHPE-MAXION does not permit discriminatory retaliations due to union ideology.
5. SHAREHOLDERS, POTENTIAL INVESTORS AND ANALYSTS5.1. IOCHPE-MAXION is committed to try to provide a suitable return for shareholders through sustainable growth of the business.
5.2. IOCHPE-MAXION's relationship with shareholders, potential investors and market analysts is based on the communication of relevant information in a horizontal, transparent, precise and opportune manner, always performed by the personnel and employees specifically designated and authorized for such purpose.
6. CUSTOMERS6.1. IOCHPE-MAXION seeks to anticipate, satisfy and surpass the needs and expectations of its customers in terms of agility, punctuality, quality, competitiveness and technological innovation.
6.2. COLLABORATORS must not knowingly transmit any incorrect or misleading information to IOCHPE-MAXION customers concerning IOCHPE-MAXION products and services.
7. SUPPLIERS AND SERVICE PROVIDERS7.1. IOCHPE-MAXION requires honesty and transparency in the procurement policies, procedures, and relations with its suppliers and service providers.
7.2. IOCHPE-MAXION applies the following criteria in the selection, development and relations with suppliers and service providers: quality, technology, service level, competitiveness and financial condition.
7.3. IOCHPE-MAXION does not permit the granting of unduly differentiated treatment to any supplier or service provider.
7.4. IOCHPE-MAXION does not permit that its COLLABORATORS receive any commissions, gifts and privileges from suppliers and service providers; with the exception of items of nominal value.
7.5. COLLABORATORS may accept paid trips and courtesies related with their professional activities from service providers and suppliers, only with prior executive approval from IOCHPE-MAXION.
7.6. IOCHPE MAXION does not permit that the relationship with suppliers and service providers, directly or indirectly, generates any undue benefit or privilege to COLLABORATORS' direct relatives (both ascendant and descendent, brothers, sisters, uncles, aunts, cousins, nephews, nieces and spouses) or in-laws (such as brother and sister-in-law, son-in-law, daughterin- law, mother or father-in-law).
8. COMMUNITIES8.1. IOCHPE-MAXION supports the sustainable social and economic development of the communities where its operations are located.
8.2. IOCHPE-MAXION supports the voluntary participation of its COLLABORATORS in activities that promote citizenship.
9. PRESS9.1. The disclosure of IOCHPE-MAXION information to the press must be done in a transparent and precise manner, exclusively performed by personnel and employees specifically designated and authorized to do so.
10. ENVIRONMENT10.1. IOCHPE-MAXION is committed to the preservation of the environment, specifically in the locations where it maintains its operations.
10.2. IOCHPE-MAXION propagates the concern with environmental preservation among its COLLABORATORS, suppliers and communities.
11. ALCOHOL AND DRUGS11.1. IOCHPE-MAXION does not permit the use, sale or possession of alcoholic drinks or drugs in its facilities.
11.2. Nobody is allowed to remain within IOCHPE-MAXION's facilities if under the effect of such substances.
12.1. IOCHPE-MAXION seeks the improvement of safety conditions and risk reduction in all of its operations.
12.2. No task shall be performed in conditions of undue risk.
12.3. All COLLABORATORS and third parties working at IOCHPE-MAXION facilities must be fully aware of the safety and protective measures established by internal policies or contracts and everyonemust systematically practice thosemeasures whileworkinginIOCHPE-MAXION's facilities.
12.4. All COLLABORATORS and service providers must immediately report any incident, accident or unsafe condition.
13. POLITICAL ACTIVITIES13.1. COLLABORATORS must not promote political or electoral campaigns within IOCHPEMAXION's facilities.
13.2. COLLABORATORS must not use their positions or use the IOCHPE-MAXION name in political campaigns.
14. PRIVACY AND SECRECY14.1. The private life of each COLLABORATOR is of his / her exclusive concern, providing that such private life does not interfere with his / her activities at IOCHPE-MAXION.
14.2. IOCHPE-MAXION guarantees to all COLLABORATORS the privacy and secrecy of all information considered confidential.
15. INFORMATION TECHNOLOGY15.1. Employees must use any information technology equipment (hardware, software, application systems, electronic mail, internet and LAN) for professional use only.
15.2. These resources should not be used to send messages or access information that is harassing, illegal, or that is not aligned with the principles of ethical conduct set out in this CODE OF ETHICS.
16.1. IOCHPE-MAXION expects honesty from all COLLABORATORS in the conduct of business and activities.
1 6.2. IOCHPE-MAXION expects all COLLABORATORS to keep all confidential information secret, even after severing relations with IOCHPE-MAXION.
16.3. IOCHPE MAXION considers any act carried out by COLLABORATORS, incompatible with IOCHPE-MAXION's interests, to constitute a conflict of interest.
16.4. IOCHPE-MAXION considers the following conduct by COLLABORATORS unacceptable and any such conduct may lead to disciplinary action up to and including dismissal:
16.4.1. Performance of parallel activities that may infringe on working hours or adversely impact performance at IOCHPE-MAXION;
16.4.2. Participation as partner, member, director,
employee or service provider in companies that
maintain a commercial relationship with IOCHPEMAXION or
that is a competitor of IOCHPE-MAXION;
16.4.3.Use of IOCHPE-MAXION property and services
for personal benefit or for the benefit of third parties;
16.4.4. To benefit or to offer privileges to IOCHPE-MAXION
suppliers or service providers in exchange
for personal benefits or to benefit third parties.
16.4.5. To request support from suppliers or service
providers for non charitable activities, and even in the case
of charitable activities, any request must have received
previous executive approved from IOCHPE-MAXION.
16.4.6. Use the prestige of his /her position, or use
IOCHPE-MAXION privileged information for
personal benefit or for the benefit of third parties.
16.4.7. Receive gifts, presents, vocational trips or
benefits from suppliers, service providers or
customers, except for items of nominal value.
16.4.8. Disclose unauthorized information.
16.4.9. Use information technology equipment
and resources such as electronic mail and internet
for unauthorized purposes.
16.4.10. Use, within the company, software not
licensed by IOCHPE-MAXION.
16.4.11. ABUSIVE CONDUCT or PREJUDICE
amongst COLLABORATORS.
17.1. All IOCHPE-MAXION COLLABORATORS, as well as all board members, both nominal and substitute members, of the Supervisory Board and of the Statutory Audit Committee, external auditors, suppliers and service providers (the “PARTIES”) are responsible to protect and guard the secrecy of relevant information not yet disclosed by IOCHPE-MAXION to the market. The PARTIES must not use such information for their own benefit or for the benefit of third parties.
17.2. Relevant information is defined as that
which may affect the market value of IOCHPE-MAXION shares.
17.3. The trading of IOCHPE-MAXION stocks by
any of the PARTIES who may have access to yet
undisclosed relevant information constitutes an
infringement of this CODE.
17.4. IOCHPE-MAXION stock trading by any of
the PARTIES is forbidden during the 15 day period
prior to the release of quarterly and annual
IOCHPE-MAXION information.
18.1. IOCHPE-MAXION is commited to keeping precise, accurate, complete, true and auditable accounting records of its operations.
18.2. IOCHPE-MAXION's accounting records
must be kept with sufficient level of detail, duly
entered in the official accounting and fiscal books,
and supported by appropriate documentation.
18.3. IOCHPE-MAXION accounting records shall
be kept pursuant to the IOCHPE-MAXION
internal policies as well as in compliance with
applicable legislation and generally accepted
accounting principles.
18.4. All IOCHPE-MAXION payments and
commitments must be taken on and executed
with previous authorization given by the
competent level of approval.
18.5. All IOCHPE-MAXION records must be
prepared by duly authorized personnel.
19.1. IOCHPE-MAXION does not promote or
engage in baseless accusations or condemnations.
19.2. Accusations should only be made when a
COLLABORATOR has concrete facts and/or data
showing that someone or some persons are being
benefited, while either other persons or IOCHPE-MAXION are
jeopardized or suffering losses.
19.3. Infringements to this CODE must be directly
reported to Iochpe-Maxion’s President (11 5508-
3807 - dan@iochpe.com.br) or to Iochpe-
Maxion’s Controller Department (11 5508-3817 -
foschini@iochpe.com.br). The informant’s
anonymity as well secrecy shall be assured. Also
available on the company’s Internet is a channel of
Communication and Complaints: http://www.iochpe.mediagroup.com.br/eng/governanca/manifestacoes.asp
19.4. IOCHPE-MAXIONdoesnot tolerate retaliation
or punishment against COLLABORATORS or third
partieswhoreport infringements tothisCODE.
20.1. In case of questions concerning any of the items
herein, COLLABORATORS should contact the Human
Resources Manager of his / her unit. The same
procedure is to be adopted concerning any subject,
eventor situation involving issues related with conduct and
ethics, even those issues not mentioned in this CODE.
20.2. In case of qyestions by the nominal and substitute
members of the IOCHPE-MAXION Supervisory Board
and of the StatutoryAuditCommittee, or service providers
and suppliers concerning thisCODE or issues of ethics and
conduct, they should communicate with their contacts at
IOCHPE-MAXION.
21. APPROVAL AND EFFECTIVENESS
21.1. This CODE was originally approved by the IOCHPE-MAXION Supervisory Board at the meeting held on September 21, 2005 and it is effective from that date on.
São Paulo, December 1, 2009.
| Dan Ioschpe Iochpe-Maxion S.A. |
Armando Ulbricht Jr. Iochpe-Maxion S.A. - Wheels and Chassis |
| Marcos Luchese Iochpe-Maxion S.A. - Automotive Components |
Donald J. Polk Iochpe-Maxion S.A. - Fumagalli Division |
| Ricardo Chuahy AmstedMaxion - Foundry and Railway Equipment |
|