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Governance

Strengthening Corporate 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.

Good corporate governance and compliance practices are a pillar of support for our business. Thus, we made commitments in our strategy that translate into ensuring a governance model that allows a balance between efficiency and control; and to act with integrity and transparency, with zero tolerance to fraud and corruption.

We have implemented significant advances in corporate governance and in the company’s integrity, compliance, and internal control systems. In addition, we have adopted rigorous ethics and integrity standards through initiatives that reinforce our purpose, values, and commitment to continuous improvement and alignment with the best market practices.

To this end, we are constantly improving our practices and our main governance instruments, such as our Bylaws; the internal regulations of the Board of Directors, the Executive Board and the advisory committees to these bodies; policies and codes, among others.

Act with integrity

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.

Ethics, Transparency and Integrity

All our operations must be based on ethics, transparency and integrity, which are defined in our Code of Ethical Conduct, which fully complies with applicable Brazilian and international rules and laws.

Other important instruments are the Compliance Policy, which describes the integrity commitments assumed by the company while conducting its business, the Ethics Conduct for Suppliers guide, a document exclusively aimed at our suppliers, with instructions on the ethical values and behaviors expected, the Competitive Compliance Guidelines, which contains a summary of guidelines to meet the applicable legislation aimed at the company’s management and employees, and the Corporate Risk Management Policy, which establishes the guidelines for the review of the Company’s main risks at least two times at the year.

Compliance Program

Our Compliance Program is the set of mechanisms aimed at preventing, detecting, and remedying misconduct and harmful acts committed against the company, including those related to fraud and corruption, money laundering, business sanctions, conflict of interest, and violations of antitrust.

The Program was created based on the principles and guidelines established in our Compliance Policy and Code of Ethics and Conduct to encourage and maintain a culture of integrity at the company.

The Program  is aimed at our various stakeholders, including the senior management, employees of Petrobras and its equity interest, customers, suppliers, investors, partners, sponsored entities, government, and those who relate to and/or represent Petrobras’ interests in its business relations.

It has three pillars that aim at continuously strengthening ethics, integrity, and transparency in all of our businesses:

Prevention: aims at identifying, assessing, and mitigating compliance risk, including those related to fraud and corruption, money laundering, business sanctions, conflict of interest, and violations of antitrust

Detection: includes mechanisms capable of timely identifying and interrupting any potential ethical misconduct that may not have been prevented by preventive actions, enabling the accountability of those involved.

Remediation: establishes accountability and the applicable penalty for each proven case of misconduct, as well as enables the improvement of the vulnerabilities that led to the respective misconduct and the recovery of any potential damages.

The program must be read and understood in conjunction with the Code of Ethical Conduct, the Compliance Policy, and other internal standards and procedures. Knowledge and adherence to these documents contribute to everyone’s commitment to strengthening the company’s compliance environment.

Petrobras Governance and Compliance Board is responsible for the company’s Compliance Program and is the guardian of the Integrity System.

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.

 

To learn more about our actions, visit our “Compliance, Ethics, and Transparency” channel (click here)

Initiatives in which we participate 

To promote continuous improvement of our mechanisms and foster good practices of integrity, social and environmental responsibility, and governance in companies and society, we participate in various Collective Actions with different companies and organizations.

Policy Influence – Petrobras contributions and other spending

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)

Codes, Policies and Others

Annual Charter of Public Policies and Corporate Governance (available in Portuguese)

Application policy and governance of the indemnity commitment (available in Portuguese)

Appointment Policy for Members of Senior Mangements and the Fiscal Council

Bylaws of Statutory Technical Committees (available in Portuguese)

Business Risk Management Policy

Clawback Policy

Code of Best Practices - Corporate Governance Policies

Code of Ethical Conduct

Communication and Relationship Policy (available in Portuguese)

Competitive Code of Conduct

Compliance Policy (available in Portuguese)

Compliance Program

Corporate Governance Policy

Corporate Governance Guidelines

Diversity, Equity and Inclusion Policy

Emission Inventory Verification Statements

Fiscal Council's internal regulations (available in Portuguese)

Guide to ethical conduct for suppliers

Guidelines for removal and ressettlement of communities

Human Rights Guidelines

Internal Controls Policy (available in Portuguese)

Internal regulations of the Board of Directors (available in Portuguese)

Internal regulations of the Executive Board (available in Portuguese)

Internal Regulations of the Statutory Audit Committee (available in Portuguese)

Investment Committee Internal Regulations (available in Portuguese)

Material Act or Fact Disclosure and Securities Negotiation Policy

Minority Interest Management Guidelines

Ombudsman Policy (available in Portuguese)

Protective Intelligence and Corporate Security Policy

Remuneration Policy for Shareholders

Safety, Environment, and Health Policy (available in Portuguese)

Social Responsability Policy

Tax Policy

Transactions with related parties policy


Last updated on February 11, 2021.
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