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Governance

As a publicly traded company, we follow the rules of the Brazilian Securities and Exchange Commission (CVM) and B3, in Brazil. Abroad, we comply with the rules of the Securities and Exchange Commission (SEC) and Nyse, in the United States; and Latibex from Bolsa y Mercados Españoles, in Spain.

We follow governance procedures compatible with the rules of the markets in which we operate, in order to guarantee the adoption of international transparency standards. Thus, we seek to reinforce our credibility in the market and improve the relationship with our stakeholders: shareholders, investors, customers, suppliers, employees and society, among others.

Our governance and management model aims to increase the transparency of our activities, adapt the management philosophy to the vision of our strategic plan, improve the accountability mechanism of our managers, reinforce our commitment to compliance and intensify the generation of value for our shareholders.

Among the actions to strengthen our corporate governance, we highlight the review of our decision-making process, with the establishment of individual competencies for the executive officers and the definition of the succession process for the members of the top management, based on the establishment of a nomination policy members of the Fiscal Council, the Board of Directors and the Executive Board of Petrobras.

In order to make these and other advances feasible, we periodically make adjustments to our main governance instruments, such as the Bylaws, the internal regulations of the Board of Directors, the Executive Board and the advisory committees to these bodies.

Our Model

Petrobras ‘corporate governance structure consists of the General Shareholders’ Meeting, Fiscal Council, Board of Directors and their committees, Audits, Ombudsman-General, Executive Board and their committees.


Petrobras Corporate Governance Guidelines (Portuguese Only)

Ethics and Integrity

Ethics and integrity are principles that guide our activities. For this reason, all our operations must be based on the highest principles of ethics, integrity and transparency, which are set out in our Code of Ethical Conduct, in fully compliance with applicable Brazilian and international rules and laws, with no tolerance to any type of misconduct.

Another important corporate integrity instrument is our Compliance Policy, which describes the integrity commitments made by the Company so as to conduct its business.

Petrobras Corruption Prevention Program

The Petrobras Corruption Prevention Program (PCPP) is based on continuous actions of prevention, detection and correction of ethical deviations, including fraud, corruption and money laundering.

The program is targeted at our various stakeholders, including senior management, workforce, clients, suppliers, investors, partners, sponsored entities, government and those who relate to and/or represent Petrobras’ interests in the Company’s business relations.

Together with the Code of Ethical Conduct and the Compliance Policy of Petrobras, the Program contributes to the commitment of everyone to preventing and fighting fraud, corruption and money laundering.

The Executive Compliance Management is responsible for managing the PPPC, which works together with the other areas of our governance structure to reinforce the integrity culture among our employees.

Our program follows Brazilian and international laws to fight corruption, such as the Brazilian Anti-Corruption Law (Law 12,846/13), the U.S. Foreign Corrupt Practices Act – FCPA and the UK Bribery Act. Other anti-corruption laws may apply to our activities, depending on the country where Petrobras’ equity interests are incorporated or where its operations are carried out.

Anti-Corruption Initiatives

We are signatories of Brazilian and international anti-corruption initiatives, such as the United Nations Global Compact, the Partnering Against Corruption Initiative (PACI), which is linked to the World Economic Forum, and the Business Pact for Integrity and Against Corruption of the Ethos Institute.

 

1. Anti-Corruption Laws and International Commitments

In the development of our activities, in Brazil and abroad, we are subject to the following national and international anti-corruption laws:

  • Law 12.846, of August 1, 2013, which provides for administrative and civil liability of legal entities for the practice of acts against public administration, national or foreign.
  • Foreign Corrupt Practices Act 1977 (FCPA), United States of America (USA) federal anti-corruption law, to which we are subject, as we have ADRs (American Depositary Receipts) traded on the New York Stock Exchange.
  • UK Bribery Act 2010, the UK’s anti-corruption law, which allows British courts to prosecute crimes related to fraud and corruption committed by companies incorporated in the United Kingdom or conducting operations in its territory.

Other anti-corruption laws may apply to our activities, depending on the country of incorporation of the Petrobras System companies / companies or the place where their operations are carried out.

Under Brazilian law, crimes of embezzlement, concussion, passive and active corruption are typified in articles 312, 316, 317 and 333 of Decree-Law 2,848 of December 7, 1940 (Brazilian Penal Code), alongside other crimes against the Public Administration.

In addition, we are signatories to national and international anti-corruption initiatives: Global Compact of the United Nations, Joint Initiative against Corruption (Paci), Extractive Industries Transparency Initiative (Eiti) and Business Pact for Integrity and Against Corruption.

2. Ethics Management System

It is an articulated set of institutional actions for the promotion, diagnosis, investigation and monitoring of conduct in the company, in order to guarantee the adequate and effective treatment of ethical issues.

The Ethics Committee manages ethics by guiding, disseminating and promoting compliance with the ethical principles and conduct commitments established in the Petrobras System Code of Ethics, in addition to proposing updates through the incorporation of new concepts and practices. It also advises the board in making decisions regarding its non-compliance.

2.1. PETROBRAS System Code of Ethics

The Petrobras System Code of Ethics covers the members of the Boards of Directors, the Fiscal Councils, the Executive Boards, the occupants of management functions, the employees, the interns and the service providers of the Petrobras System, constituting the individual and collective commitment of all and for each of them to comply with it and promote compliance, in all actions of the Petrobras System’s production chain and in its relations with all interested parties.

It defines the ethical principles and commitments of conduct of the Petrobras System in relations with its stakeholders, such as employees, customers, suppliers, partners and public authorities, explaining the ethical sense of our Mission, Vision and Strategic Plan. Our ethical principles are, among others: “respect for life and for all human beings; integrity; the truth; honesty; the Justice; equity; institutional loyalty; responsibility; zeal; the merit; transparency; legality; impersonality; and the coherence between discourse and practice ”.

We are committed to refusing any practices of corruption and bribery, maintaining formal procedures of control and consequences over any transgressions that have occurred in our relations with society, the government and the State.

The dissemination of the content of our Code of Ethics is aimed at the entire workforce at the time of joining the company and, continuously, throughout their career. In addition, our suppliers are required to respect our Code of Ethics.

The employee, when not complying with the principles and commitments of conduct expressed in our Code of Ethics, is subject to penalties provided for in the Disciplinary Regime.

The Petrobras System Code of Ethics can be consulted on our internal portal and on our website.

2.2. PETROBRAS Guide to Conduct

It consists of practical developments of the Petrobras System Code of Ethics and other regulations. It covers all people subject to the Code of Ethics and presents the conducts to be adopted, guided by the principles of respect, honesty and responsibility, among others. These conducts make up the basic rules for ethical behavior and should be observed as guidelines for behavior in situations of professional life or as a result of it, especially those that could be interpreted as contrary to the laws and our internal rules, in the work environment or outside. his.

The Guide is aimed at preventing misconduct, promoting the dissemination of educational guidelines and activities, without prejudice to the application of appropriate disciplinary measures when such deviations are found.

3. Disciplinary regime

For cases of misconduct, fraud or corruption, our disciplinary regime provides for penalties such as warning, suspension or termination of the employment contract, according to the severity of the case, and the application of verbal warning in cases of non-compliance is prohibited. the Code of Ethics, the Guide to Conduct and / or this program.

4. Internal investigations

We carry out investigations in order to investigate signs, occurrences or reports of fraud, corruption and money laundering involving our workforce and / or assets, subsidizing administrative measures, improvements in processes and the application of disciplinary sanctions.

It is the duty of loyalty to the company that every employee, whenever he or she encounters facts or acts that may constitute a misconduct, report to the Reporting Channel, for the proper treatment and referral to the company’s investigation areas. Such investigations are conducted independently of the organizational unit in which the facts occurred.

The investigations are carried out according to the principles of objectivity, confidentiality, impartiality, based on the assumption of good faith, to obtain the truth of the facts.

5. Fraud, Corruption and Money Laundering Risk Management

The management of corporate risks is carried out at the corporate level and deployed in the organizational units.

Currently, these risks are classified into five groups of different natures: strategic, operational, business, financial and compliance.

The Governance, Risk and Compliance Department, through the Compliance Executive Management, is responsible for deploying the policy related to the risks of non-compliance related to fraud, corruption and money laundering.

The Board of Directors, assisted by the Audit Committee, is responsible for defining the company’s risk appetite and for monitoring our corporate risk management.

6. Relationship with Third Parties

Relationships with third parties can represent business opportunities, aligned with the company’s strategic and operational objectives, as well as result in a risk of non-compliance with national and / or international legislation to combat corruption, including possible financial damage or to our image and reputation.

6.1. Suppliers

They are individuals or legal entities that supply goods and / or services to the various segments of Petrobras and other companies in the Petrobras System.

We prioritize the relationship with suppliers on our register, which are evaluated using technical, legal, economic, integrity, safety, environment and occupational health criteria, among others.

The contracting of works, services, purchases and disposals is governed by the Simplified Bidding Procedure Regulation, approved by Decree No. 2,745 / 98 and the Petrobras Manual for Contracting (MPC).

During the contractual relationship, Petrobras formally requires its suppliers to carry out their activities based on ethics, social and environmental responsibility, in addition to complying with anti-corruption laws.

In order to reduce exposure to the risks of fraud and corruption, we have created mechanisms to support and guide employees who carry out activities related to the demands for goods or services, those who conduct the hiring process and those who are responsible for their approval. We also establish limits of competence, updated and periodically approved by the Executive Board, for the execution of contracts.

6.2. Operational Partners

We also explore and develop oil and gas production through partnerships, formed by two or more companies, national or foreign. Partnerships are normally governed by a Joint Operating Agreement (JOA), which establishes the rights and obligations of the parties and grants the operator, the company responsible for conducting the partnership’s activities, an authorization to act on behalf of the others. conducting the respective project, including the contracting of goods and services.

6.3. Partners or Counterparties in Acquisitions and Divestments

Our assessment for partial or total acquisition of assets and equity interest in companies or potential buyers in the divestitures includes, in addition to verification of accounting, economic, financial, tax, legal and environmental aspects, reputation, ethical conduct and practices related to the prevention of fraud, corruption and money laundering of the counterparty.

6.4. Due Diligence of Integrity – DDI

DDI corresponds to the assessment of the Degree of Integrity Risk (GRI) to which Petrobras may be exposed in the relationship with its suppliers, operating partners and counterparts in the acquisition or divestment processes, based on information related to reputation, suitability and anti-corruption practices. In relation to suppliers, this assessment is reviewed annually, when the registration is renewed.

The application of DDI is based on risks and considers criteria such as: the geographic location of the company and the execution of the business; its history and reputation; their interaction with public agents; the effectiveness of its integrity program; and the nature of the intended business.

The result of DDI is documented and used by our managers to make decisions about the beginning or continuity of the business relationship and to define the level of monitoring of the potential risks of fraud and corruption identified.

Our contractual instruments for the supply of goods and services, the acquisition and divestment of assets and the formation and management of partnerships in the Exploration and Production area have clauses related to compliance with anti-corruption legislation.

7. Analysis and Application of Sanctions to Legal Entities

We initiated a preliminary investigation when there was a possible occurrence of acts harmful to the company by companies with which we do business.

When proven to be involved in cases of fraud, corruption or money laundering, as well as when they do not act in a manner consistent with our Code of Ethics, Guide to Conduct and PPPC, such companies are subject to sanctions, which includes administrative fines and impediment to relate to the Petrobras System.

8. Reporting Channel

We encourage all Petrobras System employees, as well as all other stakeholders, to report any situation that indicates a violation or potential violation of ethical principles, policies, rules, laws and regulations or any other improper and / or illegal conduct.

We provide safe and reliable communication channels, including an external and independent Reporting Channel, which covers our subsidiaries, with security mechanisms to ensure the whistleblower’s anonymity, which can monitor the progress of your report.

The Ombudsman’s Office is the area responsible for handling the demands received by the independent and specialized company hired for this purpose, forwarding the demands to the verification areas and communicating the results achieved to the Board of Directors to which it is linked.

Our Reporting Channel can be accessed at: www.contatoseguro.com.br/petrobras. The phones are available in several languages ​​and countries, and can be consulted on our internal portal and on our website.

8.1. Non-Retaliation

We promote an environment of protection against any form of retaliation against those who, in good faith, report the practice of crimes, acts of improbity, violation of rules and / or laws or any other illegal act practiced against the company.

Retaliatory acts and reports made in bad faith will not be tolerated, which, if identified, subject those responsible to the sanctions provided for in our disciplinary regime.

9. Conflict of Interest

The conflict of interest is detrimental to our business and to the internal control environment, as it may improperly influence the conduct of our employees.

Any situation generated by the confrontation between the interests of the Petrobras System and the private interests of its employees, which may compromise the interests of the Petrobras System or improperly influence the performance of the activities of our employees, is considered to be a conflict of interest.

We maintain communication tools available to our employees to consult on potential situations of conflict of interest and request authorization to carry out activities that, depending on their nature, may conflict with the interests of the company.

10. Nepotism

The employees of the company, in the exercise of a gratified function, are prohibited from favoring a spouse, partner or relatives in a straight or collateral line, by consanguinity or affinity, up to the third degree, in labor relations, in contracting third parties and in contractual execution .

As a condition for contracting goods or services, we ask the supplier for a formal declaration that its managers, partners or collaborators are not related to our employees in the performance of a paid function in the area responsible for hiring, or from authorities hierarchically superior to them, who set up the practice of nepotism.

During contractual execution, if we identify a situation of nepotism, we ask the contracted company to replace the professional in question, under penalty of a fine or termination of the contract, without prejudice to the verification of the facts and application of the respective system of consequences.

Employees with a paid function responsible for situations of nepotism are subject to disciplinary measures.

11. Gifts, Giveaways and Hospitality

The occasional receipt or offering of gifts, giveaways or hospitality can be a legitimate contribution to good business relationships between organizations. However, it can also represent an opportunity for fraud and corruption to occur. Accordingly, we prohibit this practice in exchange for any personal benefit or favoring the offeror or third parties.

Items received that do not comply with company regulations must be returned. However, the exceptionalities provided for in our internal regulations must be properly documented and occur in an open, clear and transparent manner, in order to avoid the occurrence of a potential conflict of interest.

Petrobras’ Guide to Conduct and the specific internal rules that deal with receiving and offering gifts, gifts and hospitality detail the guidelines applicable to the topic and should be consulted before any decision is made.

12. Support and Contributions to Political Parties

We are committed to refusing support and contributions to political parties or political campaigns of candidates for elective office.

13. Donations

We prohibit the donation of goods, except unserviceable movable property, with destination linked to projects and actions of a social nature and / or of public interest or in the event of a public calamity.

14. Sponsorships and Agreements

The signing of sponsorship contracts and agreements contributes to the development of the countries and communities where Petrobras operates, to promote the quality of life of society and to strengthen the Petrobras brand, consolidating its image and reputation. The realization of social, environmental, cultural and sports projects in Brazil and abroad is one of the effective mechanisms for a sustainable corporate performance and reinforces the strategic positioning of the Company to act with social and environmental responsibility.

We maintain internal control procedures for the selection, contracting, execution and monitoring of agreements and sponsorships, with the objective of detecting and preventing acts of fraud and corruption.

Among the procedures and controls we have adopted, the following stand out: establishment of sponsorship policies and guidelines; public selections of socio-environmental and cultural projects, with the participation of internal and external evaluators to the company; the establishment of limits of competence for entering into contracts, including with the public authorities; physical and financial monitoring of projects; and proof of project execution and image counterparts. The disbursement is made in installments and the transfer of funds occurs only upon proof of compliance with the obligations assumed in the previous step.

15. Safeguarding Assets

We promote the protection of our tangible and intangible assets, aiming to guarantee the protection of people, as well as our reputation, image, facilities, processes and information, against threats arising from accidental events or intentional actions, including those related to acts of fraud, corruption and money laundering.

We establish the level of protection for our business information according to its relevance to our business, restricting access to those who need to know it for the performance of professional activities. We have defined procedures to properly handle, store, transport and dispose of this information.

We safeguard our interests in the field of intellectual property through an integrated and coordinated system that ensures protection for products of our inventive capacity.

16. Books and Accounting Records

We maintain accounting records that reliably reflect our operations.

Our internal control environment provides reasonable assurance that the authorizations and records of our transactions are carried out properly, in order to allow the preparation and disclosure of financial reports free of distortions and in accordance with Brazilian and international accounting legislation and standards.

Internal controls over financial reporting are tested annually by internal auditors and an independent auditor.

17. Communication and Training

We disseminate the culture of control and compliance through institutional actions, which include face-to-face courses, lectures, videoconferences, campaigns, communications, publications, among other modalities and forms, which contain matters common to all employees, from all hierarchical levels, and specific to those who carry out activities with greater exposure to the risk of fraud, corruption and money laundering.

Our goal is to deepen employees’ knowledge of legal requirements and responsibilities, as well as corporate guidelines, enabling them to identify, prevent, treat and report risk situations or with signs of fraud, corruption or money laundering in the company’s business. company.

18. Compliance Competency

The process of evaluating the results of all our employees considers the competence called “commitment to compliance”, whose objective is to assess their ability to carry out activities with a focus on preventing non-conformities, with respect to the rules, procedures, regulations and thus strengthening the internal control environment, as well as our image and reputation.

The level of complexity and requirement for this competency varies according to the employee’s level of responsibility, with a greater commitment from managers being required, which includes the promotion, incentive and appreciation of the culture of compliance, guaranteeing the resources and sponsorship necessary for the implementation compliance actions.

19. Compliance Agents

In addition to the structure responsible for compliance actions, we have about 100 professionals, from various organizational units, who act as Petrobras Compliance Agents and are committed to being disseminators of the culture of compliance, encouraging discussions that include the deployment of guidelines regarding compliance with internal laws and regulations, especially those related to the fight against fraud, corruption and money laundering. Such professionals also assist in the identification of risks and improvements in the mechanisms for preventing and detecting misconduct.

20. Prevention of Money Laundering and Financing of Terrorism

The crime of money laundering is configured in any financial transaction that generates an asset or a value that is the result of an illegal act. The purpose of money laundering is to make money from illegal activity legally usable. In this sense, it presupposes an antecedent crime, such as fraud, corruption, terrorism, drug and / or human trafficking, tax evasion, fraud, counterfeiting of money, piracy, etc. No company is immune to the risk of being improperly involved by criminal organizations in situations related to money laundering, and may thus compromise its image and reputation.

We are committed to mitigating the risk of money laundering and terrorist financing in our operations. To this end, we have established prevention guidelines at the various levels applied to the Petrobras System, including how to detect, analyze and report potentially suspicious situations and atypical operations. These guidelines are based on three pillars, which involve knowing the counterparties, the warning signs and the activities exposed to the risk of money laundering and financing of terrorism.

21. Monitoring the PPPC

We submit this program to a periodic evaluation in order to verify its effectiveness and compliance with the laws and to identify opportunities for improvement.

The Executive Compliance Management monitors and consolidates the actions mentioned in this program for later presentation to senior management.

Glossary

Public Agent

Represents the one who exercises – even temporarily or without remuneration, by election, appointment, appointment, hiring or any form of investiture or bond – mandate, position, employment or public function in organs, state entities or diplomatic representations, in controlled legal entities , directly or indirectly, by the government of a foreign country or in international public organizations.

Risk Appetite

It is the level of risk that an organization is willing to take to achieve its goals.

Gift

It is a promotional communication object, with no commercial value, usually displaying logos. It is aimed at specific relationship audiences, aiming at meeting institutional objectives and reinforcing the corporate image.

Compliance

System designed to prevent and detect the lack of compliance with laws and regulations (external and internal) existing in the company’s processes and in the business, which may be committed by its employees and other agents.

Health insurance

Legal deal signed when mutual interests occur between Petrobras and other entities, aiming at the execution of a social, environmental, educational or cultural object, through joint action.

Corruption

Action, direct or indirect, consisting of authorization, offer, promise, request, acceptance, delivery or receipt of improper advantage, whether economic or not, involving public agents or not, with the objective of practicing or failing to perform a certain act . The conduct can only be attempted.

Active Corruption

Action, direct or indirect, consisting of authorization, offer, promise, or delivery of undue advantage, whether economic or not, involving public agents or not, with the objective of practicing or stop practicing a certain act. The conduct can only be attempted.

Passive Corruption

Action, direct or indirect, consisting of authorization, request, acceptance or receipt of improper advantage, whether economic or not, involving public agents or not, with the objective of practicing or stop practicing a certain act. The conduct can only be attempted.

Ethic

Set of principles and references that regulate the moral conduct of individuals, groups, institutions, organizations, communities, societies, peoples, nations, etc., seeking to be universally valid.

Gratified Function

Within Petrobras, it covers the president, directors, all levels of managers, advisors, assistants, coordinators, consultants and supervisors, including those who are contractually bound Special.

Fraud

It is any intentional action or omission with the objective of harming or deceiving another person, capable of resulting in loss for the victim and / or undue advantage, patrimonial or not, for the author or third parties. It is also characterized by a false declaration or omission of material circumstances in order to lead or mislead third parties.

Hospitality

It generally comprises travel (air, sea and / or land), accommodation, food and receptive, whether or not related to entertainment events.

Competence Limit

Competência para autorizar a celebração de contratos, de atos de renúncia e de transações extrajudiciais, definida por limites de valor.

Sponsorship

Financial support granted to third party initiative projects, with the objective of disseminating 24 actions, strengthening the concept, adding value to the brand, increasing sales, generating recognition or expanding the sponsor’s relationship with its stakeholders.

Bribe

It is a payment, a gift, a favor offered or given with a view to perverting judgment or influencing the conduct of a person who is in a certain position of trust.

Public Authority

Institutions and bodies that exercise legislative, executive or judicial functions in the countries and regions in which Petrobras operates, as well as entities that work within the scope of global governance.

Public of Interest

Groups of individuals and / or organizations with common social, political, economic, environmental or cultural issues and / or needs, which establish or may establish relationships with Petrobras and are capable of influencing – or being influenced by – activities, businesses and / or the company’s reputation.

Safeguard

Protection of the organization’s tangible and intangible assets in order to ensure business continuity.

Petrobras System

For corporate governance purposes, companies in the Petrobras System include Petróleo Brasileiro S.A. and its wholly-owned, controlled, jointly controlled and affiliated subsidiaries where the former, directly or indirectly, holds equity interest.

Bribery

It is a form of corruption. It is synonymous with “bribe payment” and “active corruption”. It is the offer of an undue advantage, in cash, in goods, or in anything of value, which in turn requires the practice of an illegal, dishonest act, or that aims to influence someone (public or private agent) in the performance their functions. There is also a bribe when it is required that the interlocutor (public or private agent) stop performing an act that by competence or by profession should be performed.

Bylaws, Codes and Policies

Petrobras Creation Law

Through Law No. 2004, of October 3, 1953, Petróleo Brasileiro S / A – Petrobras is created. The new company is responsible for implementing the state oil monopoly for research, exploration, refining domestic and foreign products, maritime transport and pipeline systems.

Law No. 2,004 was repealed by Law No. 9,478, of August 6, 1997, which authorizes the operation of Petrobras.

Click here to access Law No. 9,478, of August 6, 1997 Internal regulations of the Board of Directors (available in Portuguese)


Last updated on February 11, 2021.
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