Anti-Corruption Policy

 

The JOVENS GÊNIOS Compliance Program reflects the culture of integrity and compliance with the current national legislation to which JOVENS GÊNIOS is subject. The provisions contained in this Anti-Corruption Policy ("Policy") aim to maintain the highest standards of business ethics, reinforcing our zero-tolerance policy towards corruption.
 

JOVENS GÊNIOS does not tolerate any form of corruption in the broadest sense of the term. Corruption, for JOVENS GÊNIOS, is not limited to actions in dealings with Public Officials, nor is it limited to the giving, promising, or offering of Improper Advantage. Corruption should be understood broadly, encompassing various offenses that harm Public Administration, such as administrative misconduct, bid fraud, conspiracy with competitors to thwart competition in bids, hindering the activities of investigation or supervision of Public Officials or Government Authorities, money laundering, among others.

Consult the Compliance Committee or the Legal Department of JOVENS GÊNIOS if you participate in procedures that involve interactions with Public Officials and have questions about how to act in these situations.

 

This material is essential in the process of strengthening the culture of JOVENS GÊNIOS and guides the path we must follow to preserve ethical professional conduct.

 

JOVENS GÊNIOS expects its Employees and Mediators, as defined below, to faithfully comply with this Anti-Corruption Policy and applicable laws, as well as maintain the highest ethical standards of business conduct.
 

This Policy, therefore, complements the general provisions set forth in Law No. 12,846/2013 ("Brazilian Anti-Corruption Law") and its regulations, as well as other legal provisions applicable to JOVENS GÊNIOS, collectively referred to as "Anti-Corruption Legislation".

 

The Policy applies randomly to all JOVENS GÊNIOS Employees and to all transactions in which we participate, also expressing the principles that we expect individuals and entities acting on our behalf, especially Mediators, to follow.

 

3.1 JOVENS GÊNIOS: JOVENS GÊNIOS PROVEDOR DE CONTEÚDO LTDA., CNPJ No. 29,286,289/0001-39.
 

3.2 Compliance Committee: The JOVENS GÊNIOS Compliance Committee, made of a minimum of 3 (three) members, who can be elected and dismissed by the JOVENS GÊNIOS Council, with the election or dismissal communicated to the partners by email. In case of disagreement with the election or dismissal of the Compliance Committee members, the partners will decide by an absolute majority in an Extraordinary General Meeting regarding the Compliance Committee.

 

3.3 Employees: All employees, interns, service providers, partners, and executives of JOVENS GÊNIOS.

 

3.4 Public Official: Anyone, even temporarily or without compensation, who holds a public office, position, or function in Brazil or abroad, in government agencies, state entities, or diplomatic representations, as well as in legal entities controlled directly or indirectly by the government or in international public organizations.

 

Examples of Public Officials for the purposes of this Policy include (i) federal, state, and municipal government employees of the Executive, Legislative, and Judicial branches, (ii) employees of autonomous agencies (including regulatory and executive agencies) and public companies, (iii) diplomats, including ambassadors, consuls, and chancellors; (iv) members of the Military Police and Fire Departments, among others.

 

Also considered Public Officials for the purposes of this Policy are (i) political parties, their members, employees, agents, or other individuals acting for or on behalf of a political party; (ii) candidates for political or elective office; and (iii) any private individual acting in an official capacity for or on behalf of any of the individuals or entities listed above.

 

3.5 Mediators: Any representative or contractor of JOVENS GÊNIOS who has contact or may have interaction with public authorities and/or Public Officials on behalf of or in the interest or benefit of JOVENS GÊNIOS, or who represents or may represent JOVENS GÊNIOS before public authorities and/or Public Officials, such as:

 

Service providers;

Law firms;

Tax consultants;

Marketing and event production agencies;

Proposers of incentive events.

 

3.6 Improper Advantage: Any tangible or intangible asset, including but not limited to money, gifts, courtesies, and values, offered, promised, or delivered with the aim of unduly influencing or rewarding any act, decision, or omission of a person, whether they are a Public Official or not. This concept includes gifts, entertainment, airfares, accommodations, donations, sponsorships, or any other valuable item used for such purposes, namely unduly influencing or rewarding any act, omission, or decision.

 

The offer of tangible or intangible assets described above, which complies with items 4 and 5 and their subsections in this Policy, does not constitute an Improper Advantage, thus preserving compliance with Anti-Corruption Legislation.

 

JOVENS GÊNIOS has a zero-tolerance policy for acts of corruption. Promising, offering, or giving an Improper Advantage to a Public Official or related third parties, clients, or suppliers, as well as frustrating, defrauding, or manipulating public bidding procedures and/or public contracts is strictly prohibited and subject to personal liability under Anti-Corruption Legislation, in addition to sanctions applicable by JOVENS GÊNIOS.

Remember: everything that this Policy prohibits us from doing directly, we also cannot do indirectly through third parties.

 

No Employee or Mediator will face adverse consequences for refusing to (i) offer, promise, pay, give, or authorize an undue or illegal payment, advantage, reward, or benefit, or (ii) frustrate, defraud, or manipulate public bidding procedures and/or public contracts, even if it results in the loss of business opportunities for JOVENS GÊNIOS.

 

4.1 Improper Advantage

Employees and Mediators of JOVENS GÊNIOS are strictly prohibited from, directly or indirectly, promising, offering, or giving an Improper Advantage, regardless of the value, to a Public Official or to related third parties (it is also prohibited to give, offer, or promise an Improper Advantage to a third party if we have reason to believe that it is receiving the Improper Advantage on behalf of the Public Official).

 

Important: this prohibition also applies to small payments occasionally requested by a Public Official with the aim of expediting or ensuring the execution of a non-discretionary procedure ("facilitation payments").

 

To ensure compliance with this rule, any tangible or intangible asset to be promised, offered, paid, given, or donated to a government body or Public Official must be approved by the Compliance Committee, as described in item 5 of this Policy.

 

Likewise, Employees and Mediators of JOVENS GÊNIOS are strictly prohibited from, directly or indirectly, soliciting, requesting, agreeing to receive bribes, kickbacks, influence payments, improper or illegal benefits, or any form of favor or special treatment.

 

4.2 Public Bidding and Public Contracts

Regarding public bidding and public contracts, Employees and Mediators of JOVENS GÊNIOS are strictly prohibited from (i) frustrating or defrauding the competitive nature of a public bidding procedure; (ii) preventing, disrupting, or defrauding any act of a public bidding procedure; (iii) excluding or attempting to exclude a bidder through fraud or the offer of any type of advantage; (iv) defrauding a public bidding or the resulting contract; (v) fraudulently creating a legal entity to participate in a public bidding or enter into an administrative contract; (vi) fraudulently obtaining undue advantage or benefit from modifications or extensions of contracts concluded with the public administration without legal authorization, in the public bidding call, or in the respective contractual instruments; or (vii) manipulating or defrauding the economic-financial balance of contracts entered into with the public administration.

 

To ensure compliance with this rule, any contract involving a public entity, even indirectly, must be submitted for prior evaluation by the Compliance Committee and the Legal Department, as described in item 9 of this Policy.

 

Employees and Mediators are prohibited from promising, offering, or giving any gifts, giveaways, entertainment, meals, travel expenses, or other forms of hospitality collectively referred to as "Donations" to a government body or Public Official without approval from the Compliance Committee.

Donations to government bodies or Public Officials are only permitted if they (i) serve legitimate and appropriate purposes related to the Company's core activities, (ii) are not linked to any retribution or intended consideration associated with the Donation, (iii) are limited and reasonable in value, type, and quantity, (iv) comply with the internal rules of the recipient organization, (v) are openly presented to the recipient (not secretly), (vi) do not embarrass JOVENS GÊNIOS if publicly disclosed, and (vii) do not violate or contravene Anti-Corruption Legislation, applicable law, or the rules and procedures established in this Policy.

 

The rules of this Policy regarding Donations to government bodies and Public Officials apply to Mediators when they are acting on behalf or in the interest of JOVENS GÊNIOS. Donations to Public Officials suggested or requested by Mediators without formal requests from the government body or Public Official are prohibited.

 

For all expenses incurred with Donations to Public Officials, the respective supporting documents must be issued. These expenses should be accurately identified, and their supporting documentation (receipts, invoices, etc.) should be properly archived and recorded in the Company's books and accounting records, as described in item 10 of this Policy, and should also be appropriately registered in the Compliance Channel.

 

These rules apply to all situations described in items 5.1 to 5.4 below.

 

5.1 Gifts

Employees and Mediators are prohibited from promising, offering, or giving any gifts to a government body or Public Official without prior approval from the Compliance Committee.

 

Gifts to Public Officials will only be allowed if (i) they have the nature of a non-commercial gift or are gifts distributed widely as a courtesy, advertisement, or promotion or on special occasions or holidays, as long as they do not exceed the value determined by the Compliance Committee; and (ii) their delivery is not prohibited by Anti-Corruption Legislation.

 

Gifts, including product donations, to government bodies or entities, whose maximum reference value will be determined by the Compliance Committee for a period of one year., are allowed.

 

Gifts in cash or cash equivalents (such as gift cards or certificates) are prohibited.

 

Gifts with values below the reference values do not exempt the requester from prior reporting through the Compliance Channel.

 

Any exceptions to the rules in this section 5.1 must be approved in advance by the Compliance Committee.

 

5.2 Entertainment

Due to the market segment in which it operates, events are legitimate means for JOVENS GÊNIOS to promote and publicize its business, either through hosting its own events or sponsoring third-party events. In this context, JOVENS GÊNIOS may provide entertainment, such as tickets for events held or sponsored by JOVENS GÊNIOS, to promote and publicize its practices and business to third parties.

 

Notwithstanding the above, Employees and Mediators are prohibited from promising, offering, or giving any form of entertainment to a government body or Public Official without prior approval from the Compliance Committee.

 

Entertainment can only be provided or given to a Public Official as described above when the Public Official is attending the event in an institutional capacity, and it is advisable that at least one JOVENS GÊNIOS Employee be present at any entertainment provided by JOVENS GÊNIOS.

 

Providing entertainment to accompanying individuals or guests of a Public Official by JOVENS GÊNIOS is not allowed, and the provision of entertainment will not be approved if there is a potential negative exposure for JOVENS GÊNIOS.

 

Any exceptions to the rules in this section 5.2 must be approved in advance by the Compliance Committee.

 

5.3 Meals

 

In the context of our business activities, meals may occur with third parties related to our activities.

 

Meals can only be offered or paid to Public Officials when the subject to be discussed is related to the institutional functions of said Public Official and at least one JOVENS GÊNIOS employee is present.

 

The maximum meal value to be offered to a Public Official will be determined by the Compliance Committee, and it cannot involve luxury items (such as expensive drinks and food). Payment for meals by JOVENS GÊNIOS for companions or guests of Public Officials is not allowed.

 

Meals offered to Public Officials that adhere to the limit described in the previous paragraph must be reported to the Compliance Committee within a maximum of 1 (one) business day from the date of the meal, following the procedure described by the Compliance Committee. Meals that exceed the value described in the previous paragraph must be pre-authorized by the Compliance Committee, even if the actual meal expenses are updated later.

 

Any exceptions to the rules in this section 5.3 must be approved by the Compliance Committee.

 

5.4 Travel Expenses

 

Employees and Mediators are prohibited from promising, offering, or paying for any travel expenses for or on behalf of a Public Official, including transportation, meals, and accommodation, without prior approval from the Compliance Committee.

 

Payments for travel expenses for Public Officials will be approved if the event that necessitated the travel, such as seminars, conferences, visits, and technical meetings, is directly related to the promotion of JOVENS GÊNIOS products and initiatives or the execution of a contract, and provided that the event is relevant to the duties of the Public Official's position or role.

 

Invitations for participation in the events discussed here should be sent to the highest authority of the entity or agency, or to another designated instance or authority, who will indicate, in case of acceptance, the appropriate representative, considering the nature and topics to be addressed at the event.

 

Travel expenses will be paid only if: the trip has a legitimate business purpose; the cost is reasonable and according to JOVENS GÊNIOS policies; no guests or family members of the Public Official are traveling at JOVENS GÊNIOS's expense; and there are no planned stops unrelated to the business purpose of the trip, unless the additional expenses resulting from this stop are borne by the Public Official, not JOVENS GÊNIOS.

 

Expenses beyond what is reasonably necessary for the business purpose, including extravagant accommodations or expenses related to companions, or those not in accordance with JOVENS GÊNIOS's internal policies, will not be approved.

 

Payment of per diem expenses (defined as fixed payments to an individual intended to cover expenses on a given day, regardless of the nature and extent of expenses actually incurred on that day) is prohibited, unless required by applicable law or previously agreed in writing with the Public Official's organization. Payment of compensation to the Public Official for participation in the event is prohibited.

 

To avoid deviation risks, expenses should, whenever possible, be paid directly by JOVENS GÊNIOS. For example, airfare should be paid directly to the travel agency or airline.

 

Any exceptions to the rules in this section 5.4 must be approved by the Compliance Committee.

 

Donations to non-profit institutions or associations must be pre-approved by the Compliance Committee, and the receiving institution must expressly agree to comply with item 4 of this Anti-Corruption Policy.

 

If the donation request is made by a Public Official, the following rules must also be observed: donations should not be made as part of an exchange of favors with a Public Official; they should not be made in cash; they should not be paid to a private or individual account or to a for-profit organization; they should not constitute a political contribution; and they should be transparent regarding the identity of the recipient, the amount, and the intended purpose.

 

If the Public Official promises any benefit or makes any threat regarding the donation request, the request should be denied.

 

The employee responsible for the donation should monitor the donations. This monitoring may involve requests for audited financial statements or confirmation from the recipient that the funds donated by JOVENS GÊNIOS were used appropriately.

 

All expenses should have their supporting documentation (receipts, invoices, etc.) properly filed and recorded in JOVENS GÊNIOS's financial statements.

Donations and political contributions on behalf of JOVENS GÊNIOS are prohibited. Employees and Mediators must avoid any conduct that may be perceived as a political donation or contribution on behalf of JOVENS GÊNIOS.

Employees who choose to personally make donations or contributions to political parties and election campaigns must bear all related costs and expenses. No refund related to these costs and expenses can be requested or provided by JOVENS GÊNIOS.

 

8.1 Hiring Mediators

JOVENS GÊNIOS regularly hires Mediators, as defined in section 3 above. Therefore, as they may interact with Public Officials on behalf of JOVENS GÊNIOS or during the provision of services to JOVENS GÊNIOS, it is expressly prohibited to hire or retain Mediators, even on an occasional basis, without prior and periodic evaluation by the Compliance Committee. The following requirements must be observed: All payments made to Mediators must be supported by a formal contract or a credible document that demonstrates the purpose of the payment and must be regularly accounted for in a way that accurately reflects their nature and purpose; Contracts must be clear and precise regarding compensation, contract scope, the goods or services to be provided by the Mediator, and must include a specific clause obliging the contracting party to comply with applicable Anti-Corruption Legislation, with the understanding that in case of non-compliance, JOVENS GÊNIOS will terminate the contract; No payment can be made or promised to a Mediator except in exchange for legitimate goods or services; Any payment must be in an amount no greater than the fair market value of the legitimate goods or services received; Mediators must comply with applicable Anti-Corruption Legislation, with all JOVENS GÊNIOS policies and standards applicable to Mediators, and maintain the highest ethical standards of business conduct.

Notwithstanding prior validation by the Compliance Committee, Employees must remain vigilant for any "suspicions" that may arise. It is the responsibility of the Employee to immediately report to the Compliance Committee any irregularity or suspected irregularity by the Mediator regarding this Policy or applicable Anti-Corruption Legislation.

 

8.2 Hiring Former Public Officials

JOVENS GÊNIOS may only hire or elect former Public Officials as Employees or Mediators, directly or indirectly, after a period of 180 (one hundred and eighty) days from the date of their discharge, or after a different period established by law, whichever is longer.

 

Any and all contracts involving a public entity, even indirectly, must be submitted for prior evaluation by the Compliance Committee and the Legal Department, through the Compliance Channel. The requesting Employee must submit, in advance, all available information regarding the object of the contract and the bidding process to be adopted, as well as any justifications for the waiver or non-competitiveness of the bidding.

It is strictly prohibited to discuss prices, offers, conditions, or proposals with other interested parties, possible interested parties, or participants in any bids in which JOVENS GÊNIOS is participating or intends to participate, whether or not they are related to the education sector ("JOVENS GÊNIOS Business"), as well as to take any action that may affect the participation of third parties or undermine the competitive nature of the bidding process, such as assisting or directing the preparation and specifications of bid documents or excluding bidders through fraud or offering any type of advantage.

 

Employees must always act to ensure that JOVENS GÊNIOS's financial statements, books, and records accurately, clearly, completely, and adequately reflect all of JOVENS GÊNIOS's business and operations.

All transactions must be recorded and managed in accordance with JOVENS GÊNIOS's accounting policy and other Financial Department policies, including those related to the budget, as follows: having a direct business purpose related to the transaction; clearly and accurately reflecting JOVENS GÊNIOS's operations; being recorded in a manner that allows for the preparation of financial statements in accordance with applicable accounting standards; complying with applicable tax laws; and maintaining accountability for assets.

 

All supporting documentation must be retained in accordance with applicable record retention requirements.

 

No fund or asset not recorded in JOVENS GÊNIOS's financial statements may be established or maintained for any purpose.

 

No Employee should engage in the falsification of any accounting record or other business record, and all employees and administrators must fully and correctly respond to any inquiries made by JOVENS GÊNIOS's internal or external auditors, or auditors of any regulatory authority.

 

It is the obligation of every JOVENS GÊNIOS Employee to know and understand the content of this Policy and to comply with all rules provided herein.

No Employee has the authority to request or take action that violates this Policy.

 

This Policy is not subject to waiver or exceptions due to commercial or competitive demands or other requirements.

 

Non-compliance with this Policy may result in civil and criminal penalties for JOVENS GÊNIOS and the involved Employees, and may result in disciplinary sanctions for such individuals, including but not limited to termination for cause and reimbursement for damages caused.

 

Additional strictly prohibited conduct includes: any form of corruption, extortion, or fraud; offering or accepting bribes, kickbacks, or other illicit incentives; forgery of documents, expense reports, financial records, trademarks, or products; embezzlement, smuggling, counterfeiting, corporate espionage, or other unfair and anticompetitive practices.

The above list is merely illustrative and not exhaustive. All illegal or immoral conduct is prohibited.

 

If you have any questions regarding the application of this Policy, please consult the Compliance Committee or open a case through the Compliance Channel, via email at compliance@jovensgenios.com.

If, however, you suspect or have knowledge of any deviation or violation of this Policy, make a report to the Ombudsman via email at ouvidoria@jovensgenios.com.

 

Employees, Mediators, and other business partners who report violations or potential violations of anti-corruption laws and regulations, as well as JOVENS GÊNIOS's internal policies and procedures, will not suffer any form of retaliation. Such reports are encouraged by JOVENS GÊNIOS and can be made anonymously if the reporter prefers so.

 

THE JOVENS GÊNIOS OMBUDSMAN IS A DIRECT CHANNEL FOR REPORTING VIOLATIONS OF LAWS, REGULATIONS, JOVENS GÊNIOS POLICIES, AND PROCEDURES, AND IS AVAILABLE VIA EMAIL AT: OUVIDORIA@JOVENSGENIOS.COM. REPORTS ARE HANDLED CONFIDENTIALLY AND WITH SECRECY.