Code of Conduct

The Code of Conduct (“Code”) of VMB Jurídica (“Firm”) establishes the rules of conduct to be followed by all partners, associates, interns, apprentices, temporary staff and employees (“Members”), and contractors or representatives (“Third Parties”), in order to prevent any practices of corruption, regulate interaction with government officials, avoid violations of legislation and other misconduct.

This Code does not replace or otherwise modify the provisions set forth in the Code of Ethics and Discipline of the Bar Association of Brazil (Ordem dos Advogados do Brasil — OAB) or the regulations, provisions and resolutions of the Federal OAB, the applicable sections and respective courts, which are binding upon all lawyers, whether they are members of this Firm or not, as well as, where applicable, the Firm itself, its employees, apprentices and interns. In case of conflict, the Code of Ethics and Discipline of the Brazilian Bar Association — OAB shall prevail.

Members and Third Parties, when applicable, shall also respect the clients’ codes or rules of conduct.

While fulfilling their duties, Members and Third Parties undertake to follow, at all times, the ethical standards, especially with regard to integrity, compliance, morality, transparency and decorum.

Members and Third Parties should especially follow the principles below:

  • I. Legality: practicing law, in any of its fields, within the limits established by law, and in compliance with the legislation and regulations applicable in the performance of activities;
  • II. Corporate spirit: conducting all professional activities while bearing in mind the general interest of the Firm, which shall override, by definition, the individual professional interests of each Member;
  • III. No conflict of interests: not accepting a task or a cause that may conflict with the interests of clients and the Firm itself;
  • IV. Confidentiality: keeping confidential any information and any confidential documents shared by the client, or any confidential material that a Member may have had contact with in their job and, in particular, by virtue of the performance of their professional tasks in the Firm;
  • V. Morality: adopting a behavior that is consistent with good morals, sobriety and courtesy, as well as warning clients and co-workers about any situations that may constitute a breach of ethical principles;
  • VI. Transparency: taking a clear and straightforward professional stance, with due regard for privilege and confidentiality obligations.

The Firm does not tolerate any practices of corruption whatsoever. 2

All Members and Third Parties undertake to ensure, in their professional performance, full compliance with and non-violation of the rules related to the anti-corruption legislation, in particular the Brazilian Penal Code, Law 12846, of 2013, and any related foreign legislations, such as the Foreign Corrupt Practices Act — FCPA of the United States of America and the United Kingdom Bribery Act.

All Members and Third Parties are prohibited from promising, offering or giving, either directly or indirectly, any undue advantage to any government officials or private agents or any third parties related to them, with a view to obtaining any favoritisms.

The Firm shall not intermediate, at the request of clients or third parties, the payment of any undue amounts to any government officials or private agents or to anyone related to them.

Interaction of Members or Third Parties with government officials or politically exposed persons must occur with ethics, soundness and transparency and in accordance with the applicable laws, regulations and best practices.

It is allowed to offer gifts displaying the Firm’s name or logo for the purposes of promoting its brand. Gifts are intended for private Clients, suppliers and other parties professionally related to the Members. Gifts shall not be used to compensate or in retribution for personal matters.

Offering gifts and other benefits (including complimentary items, travel, entertainment, accommodation, etc.) to government officials is strictly prohibited.

Approved in January 2020

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