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Introduction

The Marcopolo Code of Conduct outlined below is the result of a study aimed at providing appropriate boundaries for the different situatios that occur during the activities of the company.

Since its inception, Marcopolo has developed a vision strongly built on Values. These Values aim to guide the conduct of those who operate within the sphere of the Marcopolo Corporation and are essential for consolidating the image of a solid and reliable company.

General Approach

The Standards of Conduct are intended to reflect the relationships between those who are part of the Marcopolo milieu: employees, shareholders, customers, suppliers of the products and services, sales representatives, unions, trade associations, government, media and the general community.

The Marcopolo Code of Conduct is backed by clear principles of good Governance and based on practices that are known by all. This concept has to do with the quality of people's attitudes and actions, and it can be affirmed that human beings are the driving force behind Governance.

The basis of the Code of Conduct is interpersonal relationships, grounded upon respect, trust and transparency, which are essential for ensuring the longevity of the companies that are part of Marcopolo.

The Code of Conduct is closely associated with the Values established by Marcopolo, which are fundamental to business success, and include:

Respect and Appreciation for People

“Marcopolo's relationship with people is one of respect, appreciation and transparency. Any person, whether inside or outsite the Company, should be treated with dignity and fairness. Respect and appreciation for people represent the foundation upon which all of Marcopolo's Values are built.”

Customer Satisfaction

“Customer satisfaction is the reason for Marcopolo’s success. Efforts must be focused on identifying what Custumers deem to be of Value, and then engaging in any and all activities that can transform these values into mutually profitable realities, built on long-term relationships.”

Excellence in Results

“The pursuit of Excellence in Results, in all what we do, ensures Marcopolo's sustainable growth.”

Economical and Financial Solidity

“Marcopolo embraces the basic premise that economic and financial solidity in business is essential for its existence. Commitment to High Performance and Value Generation must guide the day-to-day activities of Marcopolo's professionals and partners.”

Environment and Communities

“Marcopolo and its employees are highly committed to the health, safety, environment and communities in which it operates.”

Ethics

“Marcopolo assumes an attitude of responsibility and respect vis-à-vis the people and institutions with whom it interacts, acting in accordance with current laws and regulations for the business within which it operates. It is in the company's highest interest that conflicts of interest are avoided between administrators, employees and Marcopolo. In the event of situations of conflict, these must be resolved in a transparent manner, with judgment of the values in question by the Human Resources and Ethics Committee.”

Partnerships

“Partners, characterized mainly by Suppliers, Assemblers, Sales Representatives, Financial Institutions, Distributors and Resellers, play an important and strategic role for Marcopolo. Long-term relationships must be built upon clear rules, based on mutual trust and commitment, through learning and shared experiences, encouraging practices that result in joint success.”

Responsibilities of Administrators

In the exercise of their duties, Board Members, Directors and other Executives from Marcopolo, as well as its institutional representatives, are responsible to:

  • Lead through exemple, adopting attitudes and engaging in behavior that is consistent with Marcopolo's Values;
  • Promote and commit themselves to ethical conduct, including not dealing with situations that represent conflicts of interest in personal or professional relationships, whether actual or potential;
  • Avoid conflicts of interest, notifying the Human Resources and Ethics Committee of any relationship or transaction that may signify the potential existence of situations of this nature;
  • Take all necessary measures to protect the confidentiality of sensitive information about the Company, both related to marketing and technology and that which involves securities;
  • Report to the Human Resources and Ethics Committee any violation of these guidelines.

Relationship with Employees

The relationship between Marcopolo and its Employees should be built on a sense of justice, motivation, mutual respect and appreciation for the individual, involving transparency and sharing of responsibilities.

The Company must provide the same growth opportunities for all employees, eschewing any attitude of discrimination. No decision affecting the career of one or more employees may be made on the basis of preferences, personal ties or interests outsite the realm of Marcopolo.

The hiring of relatives of employees is possible, provided they are duly evaluated and compete for job opportunities under the same conditions as other candidates. It is not allowed to hire people with family ties in the same work area, neither is a boss-subordinate relationship permitted between such people (see the glossary definition for work area, family ties and hierarchival levels).

The company does not condone any form of moral or sexual harassment against any employee. Moral harassment is characterized by abuse of power, diminishing, belittling or humiliating the other. Sexual harassment is defined as someone who makes a proposal of a sexual nature to another person, denying them the opportunity to refuse through the use of intimidation, blackmail or other means of coercion.

Facilities, equipment, machinery, materials and information belonging to Marcopolo can only be used by employees for work purposes, according to company standards.

Company employees may not offer or accept gifts or economic advantages of any kind, related to any type of negotiation within the sphere of Marcopolo, with the exception of objects of small value classified as marketing giveaways.

Relationship with Partners

Partners, characterized mainly by Suppliers, Assemblers, Sales Representatives, Financial Institutions, Distributors and Resellers, play an important and strategic role for Marcopolo. Long-term relationships must built upon clear rules, based on mutual trust and commitment, through learning and shared experiences, encouraging practices that result in joint success.

The rights of Marcopolo’s partners must be respected, who, in turn must fulfill their obligations, according to contracts freely established between the parties involved.

No member of the a partner's staff can belong to the staff of Marcopolo, regardless of level or area of expertise. 

The supply of products or services is not permitted by any company whose employees, partners or representatives have family ties with any Marcopolo administrator working in a user or hiring department, or who holds a position that could directly influence the decision-making process.

Likewise, it is not permitted to sell products or services to distributors or resellers, whose employees or partners have family ties with Company administrators.

Relationship with Investors

The relationship with investors should be based on transparency and reliability of information, through clear, swift and objective communication. Information regarding business activities, financial results, the market and other information can only be furnished by authorized persons, in accordance with Marcopolo's Policy on the Disclosure of Information and specific regulations of the Brazilian Securities Commission (CVM).

Employees are not permitted to suggest the purchase or sale of shares or use information that is not public domain to influence, in any way, the share price on the market.

Relationship with Customers

Customer satisfaction is the reason for Marcopolo’s success. Efforts must be focused on identifying what customers deem to be of value, and then engaging in any and all activities that can transform these values into mutually profitable realities, built on long-term relationships.

Employees of any hierarchival level, if approached, are free to talk to customers. However, information regarding customers should be forwarded to the department responsible for customer service.

Responding promptly and speedily to customers is essential for Marcopolo's image, and all employees are obriged to answer customers questions and explain, with transparency and respect, the Company's policies.

It is not permitted to sell Marcopolo products or services to customers who have family ties with company administrators who hold a position which could directly influence the decision-making process.

Relationship with the Environment

Attitudes toward the environment are primarily based on respect for nature, the prevention and reduction of environment impacts, through actions and people's commitment, improved processes and the application of appropriate technologies aimed at sustainable development.

Relationship with Communities

The social responsibility of Marcopolo and its employees is carried out through the Marcopolo Foundation, part of whose mission is the social development of children and adolescents in the communities where the company operates.

Community practices may not be adopted that will benefit the personal interests of Marcopolo administrators or employees, or politicians, to the detriment of institutional interests.

Relationship with Competitors

Marcopolo’s relationship with competitors needs to be based on respect. Competition should be viewed as healthy and as a reference point for the future challenges, promoting improvement and continuous innovation.

Outside of the setting of Trade Associations, it is not permitted to deal with people connected to competitors on issues of any kind that may affect the interests of Marcopolo.

Relationship with Nonprofit Organizations

Marcopolo’s relationship with nonprofit organizations must be based on professionalism, striving after the interests and commitments of the Company in a respectful and legal manner.

Marcopolo must respect the right of its employees to freely become members of these entities, ensuring that there is no discrimination of any kind. The conduct of employees who represent the company, together with these entities, must strictly adhere to the principles set forth in this code.

Political Activities and Contributions

Marcopolo can support parties and/or candidates whose ideas and proposals are consistent with the company’s principles. Any such support must be done in strict accordance with current laws.

The company may publicly express its position on subjects within its realm of interest, represented by its administrators and executives, and it may also support the positions of Trade Associations that represent it.

There are no restrictions on the political activities and affiliatons of employees, but they should always act on a personal level and in a manner that does not interfere with their professional responsibilities. Such activities should not occur in the workplace, or involve resources, materials or equipment of the company. Employees may not wear company uniforms when engaging in political activities.

Relationship with the Press and Disclosure of Information

Marcopolo’s relationship with the press is based on the commitment to provide consistent and transparent information, which respects ethical principles, current legislation and the specific regulations of the Brazilian Securities Commission (CVM).

Speaking to the press and the public in general should only be done by persons specifically authorized by the Company.

Any disclosure of information involving relevant incidents and facts, as well as maintaining the confidentiality of undisclosed information, must adhere to the provisions contained in the Policy on the Disclosure of Information of Marcopolo.

Conduct Committee

The Conduct Committee is responsible to oversee and update this Code, promote its disclosure and disseminate appropriate standards of conduct for Marcopolo.

It is also the responsibility of the Conduct Committee to provide information to stakeholders when there are questions concerning the application of the Code, as well as investigate and make judgments in cases where established principles have been violated.

If the Committee is faced with situations that may generate discomfort or embarrassment in being judged, the case should be submitted to the Human Resources and Ethics Committee and, if the impasse continues, the support of an impartial and independent outsite arbiter can be sought, in order to issue an opinion to help resolve the situation.

For its work to be effective, the Conduct Committee must operate within three jurisdictions: 

  1. Human Resources and Ethics Committee: representing the Board of Directors, it is the highest level of application and evaluation of situations in conflict with the Code of Conduct, related to the positions of Administrators and Executives, in addition to cases that extend beyond the authority of the Central Committee.
  2. Central Committee: its main function is to coordinate the adoption of the Code of Conduct by all who operate within the sphere of Marcopolo, regardless of geographic area or location, and it reports directly to the Human Resources and Ethics Committee.

  It has the following basic makeup: Organizational Development Director; Investor Relations Director; Legal Advisor; Administrative and Financial Director; and Industrial Director.

  Other employees may be invited to participate in the Central Committee, provided the matter is relevant to them and there is no conflict of interest involved in judging the situation. No one is allowed to  participate where the situation being judged concerns him or her, whether directly or indirectly.

  1. Local Committee: its main function is to coordinate the adoption of the Code of Conduct in Operations whose geographical location is outsite the geographical sphere of the company's headquarters (Caxias do Sul - Rio Grande do Sul - Brazil). The Local Committee reports directly to the Central Committee.

  It has the following basic makeup: head of the unit; heads of the following local departments: Human Resources; Industrial; Administration and Finance, and Legal ( when these exist on the staff).

  Other employees may be invited to participate in the Local Committee, provided the matter is relevant to them and there is no conflict of interest involved in judging the situation. No one is allowed to participate where the situation being judged concerns him or her, whether directly or indirectly.

Disciplinary Measures

The Conduct Committee has the authority to apply disciplinary measures for situations that violate this Code of Conduct, according to ther severity, using as a basis:

  • mild cases: verbal warning;
  • moderate cases: written warning;
  • serious cases: suspension from work or even dismissal for just cause (Article 482 of the Brazilian Consolidation of Labor Laws).

 The penalties imposed by the company do not override or supersede any legal penalties for violations of the rules or regulations of agencies or entities with which Marcopolo  interacts.

Glossary

Work Area: is defined as sharing the same manager (immediate superior), or the same physical location, or the same work shift.

Employee: any employee from the companies of the Marcopolo Corporation in any country.

Conflict of Interest: any acts or practices which are or may be considered incorrect, illegal, immoral, unjust or that overlap with the interests of the company or community.

CVM: Brazilian Securities Commision.

Ethics: personal and social standards of conduct that apply to individuals, groups or organizations.

Nonprofit Organizations: Governments, Trade Associations, Unions, Religious Institutions, Non-Governmental Orgarnizations (NGOs), Foundations and other institutions.

Executives: all employees with management responsibilities in the company.

Governance: refers to the relationship between the company, shareholders, and other stakeholders and the mechanisms and principles that govern the company's decision-making process.

Investors: shareholders and/or persons with the intention of buying shares in the stock market.

Family ties: entails the relations between grandparents, parents, children, grandchildren, siblings, spouses, companions, son-in-laws, daughter-in-laws, brother or sister-in-laws, or other cases denoted as relationships of economic dependence.

Hierarchical level for the boss-subordinate relationship: it is not permitted up to the 3rd higher hierarchival level.

Partners: suppliers, assemblers, sales representatives, financial institutions, distributors and resellers

 

Last updated on 2013-09-10T09:45:13