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Compliance

OTHER POLICIES

POLICIES AND PROCEDURES

JBS also has guidelines and documents addressing specific day-to-day issues, in line with the organization’s Compliance rules.

You can access the company’s policies for staff and third-party relations clicking on the links below.

Conflict Of Interest Policy

1. OBJECTIVE
Define guidelines, criteria and responsibilities related to possible conflict of interest at JBS S.A.and all its subsidiaries (“Company”).
2. COMPLIANCE
All Team Members are responsible for complying with this Policy.
3. DEFINITIONS
3.1 Definition of Conflict of Interest A conflict of interest may arise whenever a Team Member’s personal or professional interests are not in the Company’s best interest;
All Team Members have the duty to disclose and avoid Conflict of Interests even if apparent, in carrying out their job-related activities, and should always consider the Company’s bests interests in a legal, transparent and fair manner.
3.2 Definition of Close Family Member or Close Friend: -Close Family Members: include spouses, children, grandchildren, parents, grandparents, siblings, aunts/uncles, nieces/nephews, cousins, in-laws, or any relative — whether through blood, marriage, or adoption — with whom a Team Member has a close relationship;
-Close Friends: include any close friends of a Team Member, including romantic relationships.
4. MISCELLANEOUS PROVISIONS
4.1 Situations that may involve a conflict of interest:
There are a wide variety of situations that may create a conflict of interest. The examples below are merely illustrative and are not meant to be an exhaustive list:
4.1.1 Team Members involved in a romantic relationship where one reports to the other (directly or indirectly), work closely together, or when both are involved in the same approval flow;
4.1.2 Close Family Members where one reports to the other (directly or indirectly), work closely together, or when both are involved in the same approval flow;
4.1.3Carry out business with Close Family Members or Close Friends who work for a supplier, competitor or customer;
4.1.4Obtain personal benefits by doing business with supplier, competitor or customer;
4.1.5Benefit Close Family Members or Friends by doing business with supplier, competitor or customer;
4.1.6Borrow or utilize Company resources, assets, property, or information, for personal or third parties' use (unless previously approved in accordance with local procedures);
4.1.7Team Members who have Close Family Members or Close Friends who are employed by government agencies that have interactions with JBS businesses;
4.1.8Hire actual or former government officials or their relatives;
4.1.9Perform other activities during working hours or against the Company’s interest, such as:
-Temporary or extra work;
-Own a business or being a shareholder of another company;
-Leadership in any other company;
-Leadership in non-profit organizations, especially where competitors are involved;
4.1.10Offer a job to a Close Friend or Family Member, and also being responsible for hiring;
4.1.11Sell goods or services inside the Company´s facilities (unless previously approved in accordance with local procedures).
5. PROCEDURES
All conflicts of interest must be disclosed in accordance with applicable local procedures. Team Members are encouraged to raise issues and questions about this policy with their immediate supervisor, local Human Resources or Compliance representative.

No Team Member should serve as a director of a for-profit corporation without disclosing the position to JBS’s Compliance Officer and obtaining approval to serve.
6. INTERPRETATION, EXCEPTIONS AND INFRINGEMENTS
4.1 6.1. Policy ViolationsViolations of this policy may result in serious consequences, both to the Company and to the Team Member, and may result in disciplinary actions, up to and including termination.

Gifts, Promotional Items, Travel and Entertainment Policy

1. OBJECTIVE
Define guidelines, criteria and responsibilities to be observed for offering and receiving promotional items and entertainment by employees to ensure transparency, ethics and legality.
2. COMPLIANCE
All JBS employees are responsible for complying with this Normative Instruction.
3. DEFINITONS
3.1. Promotional items: Items distributed as courtesy, advertising, or for common disclosure practices and are normally institutional items. These items must be: reasonable, sporadic, permitted by law and the beneficiary's internal policies, provided with transparency, related to a legitimate business purpose, and have a reference value of R$100.00 (one hundred reais);
3.2. Gifts: Items offered with the intent to gain undue advantage, favoritism or to influence a business decision;
3.3. Entertainment: Includes items such as trips, tours and tickets, whose main purpose is to provide relationships with third parties. These activities should not be expensive or extravagant;
3.4. Public Official: any person who exercises, whether temporarily or without remuneration, by election, appointment, assignment or any other form of term of investiture or bond, position, employment or function (i) in the Legislative, Executive or Judiciary offices, domestic or foreign, regardless of whether such person is appointed or elected; (ii) in a public agency, entity or state-owned enterprise, national or foreign, or, even if working for a private entity, provides public services for the national or foreign public administration; (iii) in international public organizations. The definition of Public Official also includes individuals of political parties and candidates for public office.
4. MISCELLANEOUS PROVISIONS
4.1. Giving and receiving promotional items and entertainment are part of our business practice and aims at strengthening business relationships, however such practice must follow the following guidelines:
4.1.1. The practice with must be carried out carefully and must not result in improper personal advantages or influence on business decisions;
4.1.2. Items that are intended for undue favor or advantage should not be accepted or offered and must be defined as gifts in accordance with this policy;
4.1.3. Accepting or offering a promotional item or entertainment is not permitted during negotiation processes with supplier or clients, except in routine negotiations;
4.1.4. Promotional items practices may occur with suppliers, competitors and clients. In addition to this policy, the respective internal rules applicable to these third parties must be observed, with the most restrictive rule prevailing;
4.1.5. If a promotional item or entertainment is offered by JBS, the client or supplier shall be expressly responsible for verifying, prior to accepting, if it complies with its own promotional item or entertainment policy, code of conduct, internal policies or other related norms;
4.1.6. JBS employees must not:
4.1.6.1. Use personal funds to pay for promotional items or entertainment for third parties in company-related activities;
4.1.6.2. Receive or offer cash gifts or cash equivalents (checks, vouchers, bank transfers).

4.2. Exceptions to this policy, excluding the situations described in item 5.2.4., shall be previously and formally justified and approved, in writing, by the Chief Executive Officer of the Business, who shall immediately communicate his decision to the Compliance Officer;
5. PROCEDURES
5.1. Promotional Items
5.1.1. Any request for offering and receiving promotional items (accepted or declined) must be registered in the system, except institutional items without commercial value such as: agendas, journals, calendars, pens, key rings. Promotional items offered or received with value above R$100.00 (one hundred reais) must be registered, submitted to an evaluation by the Compliance department;
5.1.2. After evaluation, the Compliance department may recommend the promotional item to be returned;
5.1.3. Any offer or receipt of promotional items involving public officials must be registered in the Company’s systems and submitted to the Compliance department, except for items without commercial value, such as agendas, journals, calendars, pens, key rings. In addition, it must be in accordance with the respective procedures of the public entity;

5.2. Entertainment
5.2.1. Offering or receiving invitations for entertainment activities should be intended to add value to the business, always in defense of the legitimate interests of JBS;
5.2.2. Entertainment activities may only be offered or accepted if they are directly related to JBS’ business operations. If an entertainment activity is offered by JBS, the employee must be present at the event or, exceptionally, appoint a representative to attend. Adult entertainment or events where heavy drinking will take place are not allowed;
5.2.3. Invitations with a face value above R$100.00 (one hundred reais) must be registered and mandatorily submitted to the Compliance department;
5.2.4. Entertainment events that are traditional in JBS's business activities, or are important in terms of relationships or for responsible business development initiatives, may be offered or accepted but are subject to prior approval by the JBS Institutional Ethics Committee;
5.2.5. When offering an entertainment event, the responsible department should be printed in the invitation or ticket;
5.2.6. All entertainment invitations received or offered must be registered in the system;
5.2.7. Offering or receiving any type of entertainment to, or from, public officials is not allowed;
5.2.8. Except when justified, or due to the nature of the event, JBS employees may not take guest to the events or offer additional activities such as sightseeing, accommodations, transfers, or others that are not directly related to the purpose of the invitation;

5.3. Final considerations
5.3.1. All JBS employees are responsible for maintaining a transparent, ethical and lawful environment in their business relations with third parties. If a violation to this policy is suspected, facts should be reported to the employee’s immediate manager or to the JBS Ethics Line (www.linhaeticajbs.com.br or 0800 377 8055);
5.3.2. Violation of any guideline of this policy may result in consequences for JBS and the employee by enforcing sanctions arising from the Code of Conduct and Ethics, internal policies and applicable legislation.

GLOBAL ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

1. PROHIBITION OF GIVING OR ACCEPTING BRIBES

JBS employees (or others acting on behalf of JBS) are prohibited from offering, promising, giving, providing, soliciting, receiving or authorizing the provision of anything of value (defined below), whether directly or indirectly, to obtain or retain business, an improper advantage, or favored treatment from any third party or any other person with whom JBS does or anticipates doing business, including Government Officials as detailed below, private companies or individuals.

“Prohibited Payments” are not allowed and must not be done, even if it is a customary and accepted way of doing business in a particular country. A Prohibited Payment does not have to be fully effectuated to be a violation of this Policy – offering a Prohibited Payment that is never accepted, or never paid, constitutes a violation of this Policy.

“Anything of value” as used throughout this Policy shall be broadly interpreted, and includes not only obvious bribes in the form of cash and kickbacks (e.g., rebating a portion of a contract payment to third parties or using consulting agreements to funnel payments to third parties), but also improper benefits in the form of gifts, educational assistance, loans, discounts, travel and entertainment expenses, medical care, business opportunities, favorable contracts, options, economic rights or any other mechanism that could be used to transfer value.

“Improper advantage” as used throughout this Policy means illegal, unethical, or in breach of a duty or expectation that a person will act in good faith, impartially or in accordance with a position of trust.

2. PAYMENTS TO GOVERNMENT OFFICIALS

JBS employees (or others acting on behalf of JBS) are prohibited from, offering, promising, giving, or authorizing the giving of, anything of value, whether directly or indirectly, to Government Officials without the prior written approval of the local Compliance representative, in accordance with local procedures.

“Government Official” is broad and includes the following:

  1. officers or employees of a government or any department, agency, or instrumentality thereof or of a public international organization, or any person acting in an official capacity for or on behalf of such person;
  2. officers, employees or persons acting in an official capacity on behalf of a political party;
  3. candidates for political office;
  4. officers or employees of a state-owned or state-controlled company, regardless of the officer’s or employee’s rank or title;
  5. uncompensated honorary officials who have influence in the award of business;
  6. members of royal families;
  7. any entity hired to review or accept bids for a government agency;
  8. officials, whether elected, appointed or under a contract, permanent or temporary, who hold a legislative, administrative, or judicial position of any kind in a country or territory;
  9. persons who performs public functions in any branch of the national, local, or municipal governments of a country or territory or who exercises a public function for any public agency or public enterprise of such country or territory; and
  10. spouses and other immediate family members of any of the persons listed above.

2.1 Facilitation Payments

“Facilitation payments” are payments made to a Government Official for the purpose of expediting or securing the performance of a routine non-discretionary governmental action, such as expediting licenses or scheduling (but not approving) inspections.

While facilitation payments may be permissible under certain applicable legal regimes, JBS employees (or others acting on behalf of JBS) are expressly prohibited from making such payments. This Policy prohibits such payments even where they have been requested or demanded by a Government Official or if the Government Official threatens adverse action against JBS unless a payment is made.

In regions where the conduct is permissive, exceptional cases involving imminent threats of material injury to either JBS or its Team Member(s), a facilitation payment may be done in order to avoid such injury, and should be immediately communicated to the Global Compliance Director.

3. POLITICAL CONTRIBUTIONS

Contributions by JBS or by employees/others on behalf of JBS to a political party, candidate, or campaign must comply with the law and local procedures.

JBS prohibits contributions that are intended to improperly influence the conduct of Government Officials.

JBS employees (or others acting on behalf of JBS) are free to engage in personal voluntary political activity and contribute personally to candidates and parties, consistent with applicable law, this Policy and any other applicable JBS policies. In doing so, however, employees may not create the impression that they are speaking or acting for or on behalf of JBS and may not use JBS resources or coercive solicitations to further their own personal political activities or contributions.

“JBS resources” include money, use of the JBS facilities, supplies, letterhead, corporate names, logos or working time.

4. GIFTS, BUSINESS ENTERTAINMENT AND HOSPITALITY

JBS recognizes that accepting and providing reasonable and proportionate gifts, business entertainment and hospitality are a normal part of business in some countries, and this Policy permits the giving and receiving in accordance with local policy and since the gifts, business entertainment and hospitality are:

  1. reasonable and proportionate;
  2. lawful under local law and standards;
  3. provided openly and transparently;
  4. allowed by the internal rules of the recipient’s organization; and
  5. reasonably related to a legitimate business purpose.
5. AUDITS

JBS will conduct periodic audits to provide assurance that is complying with the applicable anti-bribery laws and with this Policy.

6. PENALTIES FOR VIOLATIONS

JBS will not tolerate violations of this Policy. Violations of this Policy may expose JBS and its employees to potential civil and criminal monetary penalties and, in the case of employees (or others acting on behalf of JBS), imprisonment according to applicable laws.

In addition to legal consequences, the failure to comply with this Policy will subject employees (or others acting on behalf of JBS) to disciplinary action, up to and including termination of employment and other consequences as permitted by law.

Identifying any violation of this policy, JBS will stop the irregularity and, as the case may be, take actions in proportion to the seriousness of the acts committed. Additionally, JBS reserves the right to review procedures in force and establish additional controls to mitigate risks. Anyone who is aware or suspects of a violation of this policy should report it directly to the local Compliance representative or through the JBS Ethics Line.

JBS Ethics Line Policy

1. OBJECTIVE
This policy describes how to report ethical issues, misconduct or wrongdoing that could have financial and/or reputational repercussions for JBS.
2. COMPLIANCE
All areas involved in this process and referred to in this document are required to comply with this procedure.
3. MISCELLANEOUS PROVISIONS
3.1 The company reiterates its commitment to doing business legally and ethically and in accordance with its Code of Conduct and Ethics (the “Code”) and other internal policies;
3.2 This policy applies to JBS employees, third parties, service providers, suppliers, administrators, shareholders, customers, government and private sector institutions and officials or any individual or legal entity representing the company, including its direct or indirect subsidiaries, who are jointly referred to in this document as “Whistleblowers”;
3.3Questions about how to interpret the Code guidelines or JBS corporate policies or any other ethical issues creating uncertainty about violations of the Code of Conduct and Ethics should be addressed to members of the Compliance team, who will be able to respond to any inquiries or forward them to the appropriate sector.
4. PROCEDURES
4.1 JBS Ethics Line
4.1.1 Employee whistleblowers can notify their managers or the Human Resources, Legal or Compliance areas of any issues. The information these areas receive will be forwarded to the Compliance area and all information will remain entirely confidential. External whistleblowers, or company employees who do not feel comfortable reporting to their manager or representatives from the aforementioned areas, can report issues through the JBS Ethics Line;
4.1.2 The JBS Ethics Line is a channel available to report Code of Conduct and Ethics violations as well as misconduct or wrongdoing that could have financial or reputational repercussions for JBS. Below are some examples of the type of conduct that should be reported immediately via the JBS Ethics Line:
- Sexual harassment;
- Moral harassment;
- Significant fraud or other incidents involving company financial statements;
- Corruption, money laundering or financing for terrorism;
- Trafficking prohibited substances;
- Leaking or misusing information;
- Violating competition laws;
- Discrimination;
- Use of forced, child or slave labor; and
- Violation of environmental laws with long-term and widespread effects.
4.1.3 The JBS Ethics Line is managed by an external company and is available 24 hours a day, seven days a week in Portuguese, English and Spanish. The JBS Ethics Line can be contacted by:
- Telephone: 0800-377-8055
- Website: www.linhaeticaJBS.com.br
4.1.4 After making a report through one of these channels, whistleblowers will receive a filing number. This number should be used to check progress on any reported behavior, receive responses, submit other issues or provide additional information. Filing numbers are personal and nontransferable and are particularly important if a report is filed anonymously, because the person filing the report can only be contacted through the website;
4.1.5 All reports received via the JBS Ethics Line are forwarded to the Compliance area, which is responsible for processing them internally, responding to whistleblowers and concluding the resulting investigations;
4.1.6 This channel should not be used to file complaints, suggestions or compliments benefits, canteens, products, unit facilities or other day-to-day issues involving the company. These issues should be forwarded to the JBS Ombudsman or the Customer Service channel for the respective brand.


4.2 Whistleblower Commitment
4.2.1 Whistleblowers’ reports should be clear, responsible and honest and whistleblowers should never delegate responsibility for reporting misconduct and/or wrongdoing and should never assume that another person will report it. Always provide as much information as possible when reporting an issue, for example:
-What type of misconduct/wrongdoing has occurred?
-Who is involved?
-Who is being affected by the situation?
-How, when and where did the misconduct/wrongdoing take place?
-What supporting information or documents are available?
4.2.2 By providing detailed information, whistleblowers will be showing that they are committed to using the JBS Ethics Line correctly and responsibly;
4.2.3 JBS encourages self-reporting in cases of misconduct involving an employee. This will be taken into account when applying any disciplinary and/or employment measures in each particular case, when applicable;
4.2.4 JBS will protect whistleblowers who file reports in good faith, even if the information is later found to be incorrect;
4.2.5 Knowingly making false accusations, failing to report the truth and interfering with or refusing to cooperate in internal investigations will all be considered a violation of this policy and the Code.


4.3 Confidentiality and Anonymity
4.3.1 All reports are handled confidentially. This means any information provided will only be shared among a limited number of people on a need to know basis. The information will only be disclosed outside this group if JBS is required to disclose it by law or as a matter of public interest. To ensure the matter remains confidential, whistleblowers should not comment with other employees or third parties on any issues they have reported or any investigation;
4.3.2 Whistleblowers can report issues anonymously (when permitted by local laws), however, identifying yourself is important because anonymity could mean additional issues, which often need investigation, go unaddressed.


4.4 No retaliation/interference
4.4.1 JBS will not tolerate any retaliation against whistleblowers who have reported misconduct and/or wrongdoing, provided their reports were filed in good faith and are supported by accurate information that assists in the relevant investigation;
4.4.2 Employee whistleblowers will not face any disciplinary measures, retaliation or demotion, loss of benefits, threats, abuse or discrimination for raising concerns honestly and in good faith, for taking part in an investigation or refusing to do something that violates the JBS Code of Conduct and Ethics, JBS policies or applicable legislation, even if their refusal results in JBS losing business;
4.4.3 If any employee believes he or she is suffering retaliation for whistleblowing, they should contact the Compliance area or file a report via the JBS Ethics Line;
4.4.4 Whistleblowers do not need JBS’s prior authorization to report possible misconduct and/or wrongdoing to government agencies and are not required to notify JBS they have filed such a report;
4.4.5 The preceding item also applies to reports or disclosures that may involve violations of US law and are filed with any US government organization or agency, including, but not limited to, the Department of Justice (DOJ), the Securities and Exchange Commission (the SEC), Congress or any police agency or any disclosures that are protected by US whistleblowing laws or regulations1.


4.5 How Reports are Handled
4.5.1 Any reports of misconduct will be investigated in accordance with JBS guidelines.
4.5.2 Importantly, once a report has been filed, whistleblowers should not carry out their own investigation; JBS’s own investigators are responsible for investigating each specific case in the best possible manner.