This version will enter into force as from the present date, and revokes any contrary provisions.

All employees shall confirm the acknowledgment and understanding of the Code of Conduct and its reviewed versions through a “Commitment” or by in-person and/or remote trainings they participate.

São Paulo, 21 september 2016.
7th Edition

The violation of this Code of Conduct shall trigger a classified procedure for investigation of irregularities and may subject employees to disciplinary measures such as: reorientation, oral warning, written warning, lifting, unfair dismissal, dismissal with good cause, among others.

In case of violation, third parties may also be subject to measures enforceable under the respective contracts, including contract termination and termination of business relationship with Grupo EcoRodovias.

Disciplinary measures shall be enforced, whenever possible, right after the performed violation, and shall be reasonable and proportional to the nature and gravity of the violation.

Cases not covered by this Code of Conduct shall be treated as exceptions and reported to the Ethics Committee, which shall assess and decide according to the principles of this Code. The classified

The provisions of this Code of Conduct allow the assessment of a large spectrum of situations, but does not necessarily cover all the problems that may arise in the daily routine. Therefore, doubts may arise concerning how to act in face of a particular situation. In such cases, the employee is expected to:

  1. Communicate with his/her immediate superior whenever there is doubt or knowledge of facts that violate the provisions of this Code;
  2. If not possible or convenient, by any reason, to communicate with his/her immediate superior, or if this has already happened without results, the employee shall directly contact the Ethics Committee through the following channels:

Third parties may also contact the above mentioned channels in case of doubt or violation.

The Company ensures the full confidentiality of the communication and that there will be no form for retaliation against those who report any suspected violation to this Code. The Company, however, reserves the right to enforce disciplinary measures upon employees that deliberately report a false accusation or provide false information.

Anonymity is also guaranteed to the person who reports, as well as the person under investigation, during the entire investigation process by the Ethics Committee.

9.1. Approval

This Code of Conduct and respective reviewed versions shall be approved by the Board of Directors.

9.2. Management

Leaders in all levels shall set the example of ethical behavior for other employees and shall ensure that colleagues and commercial partners are aware and comply with the provisions of this Code. Leaders shall also ensure that employees have received adequate training about this Code and other internal policies of the Company.

Created to investigate conducts that violate the Code of Conduct of Grupo EcoRodovias, the Ethics Committee has the responsibility to receive and decide on all reports coming from employees, partners, users, clients and suppliers of goods and services. The reports shall be classified and remain under confidentiality from start till closing of the case.

The Ethics Committee of Grupo EcoRodovias is also responsible to:

Members of the Ethics Committee shall be appointed by the Board of Directors of Grupo EcoRodovias.

The composition of the Ethics Committee and the manner to contact its members shall be widely and formally disseminated, thus ensuring that all employees are aware.

8.1. Relationship with Service Users and Integrated Logistic Clients

Grupo EcoRodovias:

  1. Seeks to provide services with quality and transparency;
  2. Provides services with focus on respect, courtesy and efficiency, with clear and accurate information;
  3. Makes available to users and clients permanent communication channels for support;
  4. Commits to the satisfaction of users and clients, reflected in the respect for their rights and search for solutions that meet their needs, always according to applicable legislation and in respect of existing contracts;
  5. Guarantees that all questions raised by users and clients are processed and answered. The user/client must always receive an answer – even if negative – to his/her demands;

Welcomes opinions and suggestions from users and clients to improve the services rendered.

8.2. Relationship with Communities Where We Operate

Grupo EcoRodovias:

  1. Maintains permanent channels of communication, dialogue and negotiation with the communities where we operate;
  2. Endeavors to recruit professionals from the local communities where we operate, contributing with local development and reducing social inequality;
  3. Develops specific social programs with local communities where we operate through actions that have affinity with the business.

8.3. Relationship with Suppliers of Goods and Services

Grupo EcoRodovias follows the principles below in the relationship with suppliers of goods and services:

  1. Zero tolerance for frauds in the selection process of suppliers of goods and services;
  2. The selection and contracting of suppliers of goods and services are based in technical criteria, objective and predefined, necessarily covering the reputation, integrity, technical and supply capacities, measurable by quality, deadlines and prices practiced for the delivery, under the scope of the contract;
  3. Suppliers of goods and services shall adhere to the following requirements and conditions, considering that Grupo EcoRodovias only contracts suppliers that: (i) do not use child, forced or slave labor; (ii) do not exercise any kind of physical or moral coercion that violates human rights; (iii) comply with the labor, social security, tax and environmental legislations; (iv) do not engage in acts detrimental to the public administration, such as the promise, offer or payment, directly or indirectly, of undue advantage to public agents, or bid rigging and frauds in contracts with public entities;
  4. Having met the above mentioned criteria, Grupo EcoRodovias will prefer contracting suppliers that have sustainability elements aggregated to their products, in other words produced with renewable material, certified, recycled, with clean technologies, among others, so as not to contribute to environment degradation;
  5. Support to the development of small suppliers;
  6. Preference to do business with suppliers that have good market reputation;
  7. Ethical treatment, at all times, towards the employees of service suppliers, and whenever possible, granting treatment similar as the one given to own employees;
  8. Suppliers of Grupo EcoRodovias shall conduce their business, during the term of the contract, in an ethical manner and in accordance with applicable legislation;
  9. During the term of any contract with Grupo EcoRodovias, suppliers may not give, offer, pay, promise to pay or authorize the payment, directly or indirectly, of money or anything of value to any public agent or person related, in order to influence any act or decision from the agent or the government, or to ensure any undue advantage or convey business to any person, and which violates applicable anti-corruption legislation;
  10. Suppliers of goods and services of Grupo EcoRodovias may not offer or give, directly or indirectly, amenities, gifts, hospitality or favors of non-promotional nature to any employee of Grupo EcoRodovias. If there is any doubt related to the nature of such items, the suppliers shall previously consult, in a justified manner, the Ethics Committee through the appropriate access channels (Chapter 11 of the Code of Conduct);
  11. Suppliers of goods and services of Grupo EcoRodovias may spontaneously present possible information to which they have knowledge that may possibly affect the business of the Group.

8.4. Relationship with the Public Sector, Regulatory Agencies and Bodies

Grupo EcoRodovias:

  1. Considers unacceptable practices that involve the favor, promise or concession, directly or indirectly, of personal advantages of any nature to authorities in any level of the public sector to obtain favorable treatment. Likewise, any act to defraud or manipulate bidding procedures or contracts with public entities is prohibited;
  2. Complies with applicable legislation in force and is reliable and timely in providing information to the public sector, including requirements from laws and regulations on publicly-held companies;
  3. Regarding the concession agreements for public services held by Grupo Ecorodovias, the Group complies with all duties established therein, and defends the rights arising therefrom and the protection of the economic-financial balance;
  4. Relationship with the granting authorities or with private initiative are based on responsibility, transparency and spirit of cooperation. Therefore, no claims shall be presented to the granting authorities unless they are seen as legitimate and essential.

8.5. Relationship with Shareholders, Investors, Business and Strategic Partners

Grupo EcoRodovias:

  1. Maintains a relationship with shareholders, investors, business and strategic partners based on a professional management and accurate, transparent and immediate communication that allows them to follow up the Company‘s performance;
  2. Has transparent policies, dividend payout and statements on the economic-financial situation of the Company, in order to ensure accuracy in accounting books and records, and provides information to shareholders in a prompt and reliable manner;
  3. Presents information to the market in a proactive manner, in order to minimize rumors and speculation;
  4. May exceptionally refrain from disclosing information if controlling shareholders and officers consider that such disclosure can endanger legitimate interests of the Company, in compliance with applicable legislation;
  5. Manages business with independence, good practices and internal controls, with a goal to protect and expand shareholder‘s assets in a sustainable way;
  6. Repeals any action that may, directly or indirectly, exert fraudulent, coercive, manipulative or misleading influence over independent auditors with the purpose of generating misleading economic-financial statements from the Company;
  7. As a listed (public-held) Company, complies rigorously with applicable laws and regulations, and respects the rights of all stakeholders, both controllers and minority.

8.6. Relationship with Competitors

Grupo EcoRodovias:

  1. Guides its conducts by the compliance with the antitrust legislation and by the respect to the principle of free competition;
  2. Shall not tolerate unfair or anticompetitive practices;
  3. Obtains information in a lawful manner and protects the secrecy of information provided by clients and competitors;
  4. Whenever requested, discloses reliable information from authorized sources;
  5. Does not comment on issues that may affect the image of competitors or contribute to spreading rumors about competitors;

When executing new contracts, shall behave within correct economic principles and in a regular market environment, in fair competition with competitors and in strict compliance with applicable legislation, including among others the guidelines of the Antitrust Law.

8.7. Relationship with Class Associations and Entities

Grupo EcoRodovias acknowledges the legitimacy of Class Associations and Entities and prioritize out-of-court negotiations for conflict resolution, seeking permanent dialogue and building productive, cordial and long-lasting relationships.

8.8. Relationship with the Media

Grupo EcoRodovias:

  1. Keeps an independent and respectful relationship with the media, protecting the interests and image of the Company;
  2. Provides clear and timely information of corporate nature and on relevant facts for users, clients, investors, press and the general public;
  3. Does not comment on strategic or classified information, labeled as confidential;
  4. Express opinions exclusively through competent sources expressly authorized to represent it before the media.

Grupo EcoRodovias:

  1. Performs activities with complete respect to the environment and according to the environmental legislation;
  2. Adopts practices of environmental management certified by renowned institutions;
  3. Develops activities inspired by the concept of sustainable development, so that the use of natural resources may continue to serve future demands;
  4. Commits to a sustainable development that will guarantee the continuity of our business;
  5. Disseminates a culture of socio-environmental responsibility among our employees, through the Sustainability Committees, composed of representatives of different strategic areas of the Company, and with a mandate focused on the improvement of management indicators, assessment and proposal of socio-environmental projects;
  6. Develops sustainability actions on a regular basis with stakeholders, through projects focused mainly on environmental education.

Grupo EcoRodovias:

  1. Respects its employees and protects their physical, moral and psychological integrity;
  2. Does not support child, forced or slave labor;
  3. Promotes and stimulates equal opportunities with the purpose of building a culture of respect to diversity;
  4. Complies with the legislation on non-discrimination and equal job opportunities in recruiting, selecting and dismissing procedures;
  5. Candidates indicated by our employees (with or without relative ties) shall complete the selective process and compete in equal conditions with the other candidates. In case of family ties, subordination or direct influential relationship between each other are not allowed;
  6. Salary and professional development policies are exclusively based on individual merit, performance and competence. Grupo EcoRodovias adopts no criteria for personal favoring or discrimination;
  7. The performance and reward evaluation systems and practices are also exclusively based on criteria related to performance and result of the work of every person, and decisions that affect the professional career of subordinates based on positive or negative aspects of a personal relationship shall not be tolerated;
  8. Promotes internal communication in order to disseminate and level out information and knowledge;
  9. Protects the confidentiality and security of information;
  10. Shall not tolerate the use of a position to request personal favors or services to subordinates;
  11. Respects the right of employees to associate in unions, as well as collectively negotiate, ensuring that no retaliation takes place;
  12. Promotes, whenever possible, the employment of disabled people and young apprentices.

6.1. Health and Safety at Work

Grupo EcoRodovias:

  1. Regarding health and safety at work, keeps permanent risk management and complies with the applicable legislation;
  2. Develops preventive health and medicine programs focused on employees and their dependents, aiming for increasing life quality;
  3. Continuously manages and assesses risk factors, performing systematic action towards awareness raising, education and intervention;
  4. regarding safety at work, supports and incentives the Internal Committee for Accident Prevention (Comissões Internas de Prevenção de Acidentes – CIPA’s), and promote diverse activities during the Internal Weeks for Occupational Accident Prevention (Semanas Internas de Prevenção de Acidentes do Trabalho – SIPAT’s), going beyond the legally required;
  5. Dissemination of a preventive culture is reinforced with regular training for employees from diverse areas of the Company;
  6. Develops traffic accident prevention actions with stakeholders through education campaigns and other similar events, with a goal to reduce accidents on highways administered by our concessionaires.

6.2. Moral and Sexual Harassment

Grupo EcoRodovias shall not tolerate disrespectful, impertinent, unfair, ignoble, threatening, aggressive or dishonest behavior towards any person, regardless of hierarchy, position or function, or arising from any discrimination or exclusion, such as economic, social, religious, political, racial, regarding color, sex, age, sexual orientation, origin or related to people with special needs.

Moral or sexual harassment of any nature shall not be tolerated.

Moral harassment exists when a person is exposed to humiliating and/or embarrassing situations in the performance of his/her duties for Grupo EcoRodovias.

Sexual harassment means to coerce a person with the objective of obtaining sexual favors by requests, insinuations or any similar manifestation.

6.3. Other Unacceptable Practices and Behaviors

Besides the practices and behaviors above mentioned, Grupo EcoRodovias also does not tolerate:

  1. Act of the Company that may cause damage to the interests of users, government, suppliers or may cause loss to the communities where we operate;
  2. To buy or sell any private good or service within the Company‘s premises;
  3. To work under the effect of illegal drugs or alcohol;
  4. To bear firearm and/or any kind of weapon in the workplace, except people duly authorized responsible for the Company‘s security;
  5. To perform acts that may cause damage to the assets of the Company, including money assets, material, equipment, buildings and installations in general;
  6. Use of equipment and other resources of the Company for private non-authorized use, including during the working period;
  7. To record messages, sounds or data from meetings, gatherings or talks about strategic or confidential issues, or issues that represent competitive advantage;
  8. To violate or request an employee to violate the law or the Code of Conduct;
  9. To receive values, such as tips, for services rendered free of charge by Grupo EcoRodovias;
  10. That employees develop external activities that compete with the business of the Company.

6.4. Expected Behavior

The employee is expected to:

  1. Permanently keep in mind the protection of the assets, image and interests of the Company and the working environment;
  2. Act with transparency, accuracy and good judgment on trips at service and/or when using corporate credit cards, so as not to incur in personal expenses or advantages in comfort conditions different from those experienced on everyday life;
  3. Engage in communication, guidance, order or practice only if in alignment with the provisions of this Code of Conduct;
  4. Reflect on attitudes and behavior of personal and professional integrity, not to risk his/her personal or the Company‘s patrimonial security, and while performing his/her duties, keep the same attitude that any honest person would have in the relationship with other persons and in the management of his/her own business;
  5. Endeavor a conscientious use of natural resources and to preserve the environment;
  6. Keep a personal appearance and clothing compatible with the institutional environment in which he/she works and with the performed function;
  7. Cooperate in case of a Company‘s decision to investigate claims of ethical or business misconduct;
  8. Be a role model of conduct and strive to set an example to his/her colleagues and subordinates, particularly those who have a personnel management position.

5.1. Anti-corruption

Grupo EcoRodovias shall not tolerate any kind of corruption in business. Therefore, it is strictly forbidden to:

  1. Pay, promise or offer, directly or indirectly, bribes, facilitation payments or any illegal, undue or immoral advantage to public agents, representatives of clients or suppliers, or to any third party related therewith, with the intention of obtaining or granting undue privileges or benefits, or to guarantee business for the person or the Company;
  2. Offer, promise, give, pay or authorize anything of value to any private person with the intention of unduly influencing or attempting to influence the practice of any act by this person to the benefit or in the interest of Grupo EcoRodovias;
  3. Request, receive or accept anything of value or any service, from any person, private or public agent, to the benefit of the employee himself/herself, or any person related to him/her, so as to influence the practice of any act of the employee in the performance of his/her functions in Grupo EcoRodovias.
  4. Extort, bribe, perform acts of money laundering, finance terrorism or any other illegal conduct related to corruption;
  5. Perform any act designed to dodge bidding proceeding, commit fraud in public contracts or bid rigging;
  6. Fraud accountability records, or post any entry that does not completely and accurately reflect the operations of the Company.

More details about the rules on anti-corruption can be found in the Anti-corruption Policy of Grupo EcoRodovias.

5.2. Political Donations and other Contributions/Donations

Grupo EcoRodovias:

  1. Does not make, directly or indirectly through third parties, any donation to political parties, candidates to public offices or political campaigns;
  2. Does not support candidates to public offices and/or political parties, within electoral periods or not;
  3. Does not maintain party-political activities. Any employee involved in party-political activities shall keep it in his/her private sphere, and this shall not interfere on his/her professional responsibilities. Party-political activities shall not involve resources, material or equipment from the Company.
  4. Prohibits any contribution/donation in exchange for favors from any individual or legal person, public or private.

5.3. Amenities, gifts or hospitality

Grupo EcoRodovias does not tolerate the offer or receipt, directly or indirectly, of any amenities, gifts or hospitality that does not comply with best practices, moral or applicable legislation, with the intention of obtaining or conceding undue privileges or benefits to the person or the Company.

If there are questions about receipt of amenities, gifts and hospitality, the employee shall previously seek, in a justified manner, the opinion of the Ethics Committee through the appropriate access channels (Chapter 11 of the Code of Conduct).

5.4. Conflict of Interests

Conflict of interests arises when the personal interests of the employee, real or apparent, are in conflict with the interests of the Company.

“Personal Interests” include not only the interests of the employee himself/herself, but also the interests of those with whom he/she has close relationship (persons or companies).

Whenever a conflict of interest arises, the employee shall communicate his/her personal interest to his/her immediate superior, and refrain from participating in meetings, discussions or decisions related to certain issues. The employee shall ensure that the objectivity of his/her decisions taken on behalf of the Company is uncontested.

Companies interested in developing business relations with Grupo EcoRodovias shall inform the existence of possible family or affinity ties with employees of the Group, as well as with public agents that have authority related to business or contracts with governmental bodies and entities.

More details about the rules on conflict of interests can be found in the Policy for Transaction with Related Parties of Grupo EcoRodovias.

5.5. Image and Reputation

Grupo EcoRodovias shall not tolerate that an employee:

  1. Express himself/herself on behalf of the Company, by any communication channel, including social networks, except if qualified and expressly authorized to do so; or express himself/herself, even if not directly on his/her own behalf, in a manner that his/her opinion or image is negatively associated with or divergent from the policies endorsed by the Company;
  2. Perform lectures, seminars or academic works about Grupo EcoRodovias or issues that involve his/her area inside the Company, without the previous and express authorization of the responsible executive officer.

5.6. Treatment of Confidential or Privileged Information

Confidential or Privileged Information are information not publicly disclosed to the market, and therefore cannot be used or disseminated for own benefit or for the benefit of third parties without the express authorization of the Company. Privileged information include financial results, large sales or acquisitions, investments, prices, commercial actions, market strategies and similar issues.

The employee is expected to respect intellectual property and take all reasonable measures to protect confidential or privileged information, as well as prevent the unauthorized disclosure thereof, unless mandated by law or judicial order.

Therefore, it is forbidden to:

  1. Buy and/or sell, or advise to buy and/or sell shares of the Company based on information that is not publicly disclosed;
  2. Disclose privileged information that may affect the value of the Company‘s shares for personal benefit or for the benefit of third parties;
  3. Use privately or transfer to third parties: technologies, methodologies, know-how or information that is property of the Company or of third parties possessed by the Company without prior due authorization, even after withdrawal from the Company.

5.7. Use of Electronic Systems and Equipment

The electronic systems and equipment, including corporate email, are working tools under property of the Company and available to the employees, and shall be used for the performance of their professional activities. For this reason, such tools can be monitored by the Company and shall be used according to internal procedures determined by the Information Security Policy.

Therefore, it is forbidden to:

  1. Use systems and communication channels of the Company to search, propagate or disseminate gossip, pornography, jokes, games, party-political propaganda, as well as violent, discriminatory or defamatory content, or content that is contrary to the principles and values of Grupo EcoRodovias;
  2. Use unlicensed software;
  3. Use any method or technique to hack software access codes.
  1. Company employees;
  2. Users of the services rendered by the concessionaires and integrated logistic service clients;
  3. Communities where we operate;
  4. Financial institutions, suppliers of goods and services;
  5. Public Sector bodies in all levels (Municipal, State and Federal), Granting Authorities (federal government, state governments and regulatory agencies) and Non-governmental Organizations;
  6. Companies associated by joint ventures or consortia;
  7. Shareholders and Investors;
  8. Competitors;
  9. Class Associations and Entities;
  10. Media.

While conducting business and daily professional activities, the employees of Grupo EcoRodovias, to whom this Code of Conduct applies, shall follow the principles hereinafter described, and shall always guide their conduct by:

3.1. Equality

Equal and undiscriminating treatment of all employees, users, clients, suppliers of goods and services, companies associated by joint ventures and consortia, investors and other business partners of the Company.

3.2. Responsibility

  1. For the good management of the investment and for the protection of shareholders‘ assets;
  2. For the development and sustainable growth of business, keeping and expanding work opportunities particularly in the communities where we operate;
  3. in order to comply with sustainability requirements, in particular of socio-environmental, economic, ethical and cultural natures, with the promotion of human rights, always integrating them in our management practices with a goal to ensure their balance and to permanently meet the needs of our stakeholders, herein defined in chapter 4;
  4. For building a relationship of trust between shareholders‘ representatives and the employees;
  5. For the increase of productivity, innovation, technological evolution and waste reduction, and continued improvement of processes;
  6. For the professional development and improvement of the life quality of employees.

3.3. Transparency

Prioritizing the simultaneous dissemination of information, and avoiding leakage of privileged information.