Code of Ethics and Conduct
Read the ABES Code of Ethics and Conduct below or download the PDF file.
Also read ABES 'Policy on Interaction with Public Agents on here.
Access here the article about the launch of the ABES Ethics and Compliance Program.
CODE OF ETHICS AND CONDUCT OF ABES
Approved on March 26, 2018.
The Brazilian Association of Software Companies (“ABES”) sanctions the rules below, formalizing common rules for all its members, employees, third-party service providers and other employees.
This standard was approved by the ABES Deliberative Council, through a proposal presented by its Executive Board and / or Compliance Officer, and will come into force on March 26, 2018.
PRESENTATION
The Brazilian Association of Software Companies (“ABES”) was created in 1986 aimed at the fair and ethical development of software companies operating in Brazil.
Initially, the main struggles faced by ABES aimed at increasing the competitiveness of Brazilian computer programs in the foreign market in view of the technological backwardness experienced by Brazil at that time and the fight against piracy, a problem often faced by many of its associates until the beginning of the decade. last.
Currently, ABES is one of the most representative entities in the Brazilian software sector, with members in more than 23 (twenty-three) states of the federation, in addition to the Federal District, being an exponent among associations in the areas of technology and software.
ABES 'most recent efforts converge to defend a strong sectorial model and a strategic vision appropriate to the innovations inherent in the technological world.
Among the permanent goals of ABES are the defense of the private sector, the free market, legal and tax security in Brazil.
ABES 'main focus is the development of the sector it represents, always seeking to meet its new demands. In this sense, ABES has sought to implement mechanisms that allow the representation of its associates to be carried out in accordance with its missions, principles and values, as well as in accordance with current legislation and international practices.
In this context, ABES institutes this Code of Ethics and Conduct with the objective of establishing the expected conduct of its associates, directors, employees, voluntary collaborators and that it expects to be transmitted to third parties that provide services or any other collaborators that attend or relate to with ABES, as well as to establish the rules of its main procedures.
INDEX
Chapter I - Definitions
Chapter II - General provisions
Chapter III - Missions, principles and values
Chapter IV - Associates
Chapter V - Committees
Chapter VI - Activities of ABES
Chapter VII - Conflicts of interest
Chapter VIII - Anti-corruption provisions
Chapter IX - Sensitive interactions
Chapter X - Gifts and presents
Chapter XI - Sponsorships, donations and events
Chapter XII - Hiring of employees and third-party service providers
Chapter XIII - Reimbursement of corporate expenses
Chapter XIV - Accounting records
Chapter XV - Confidentiality of information
Chapter XVI - Use of assets and information technology
Chapter XVII - Sanctions
Chapter XVIII - Other provisions
Chapter I - Definitions
Article 1 - For the purposes of this Code of Ethics and Conduct, the terms defined below will have the following meanings, whether singular or plural and regardless of gender:
I. ABES: Brazilian Association of Software Companies;
II. Associate: company associated with ABES;
III. Public Agent: any agent, representative, employee, employee, director, advisor or any person exercising, even temporarily and without remuneration, position, function or employment, elected or appointed, in any entity, department, government agency, including any entities of the Executive branches , Legislative and Judiciary, direct or indirect public administration, mixed economy companies, public foundations, national or foreign, international public organization, or any political party, including candidates running for public office in Brazil or abroad;
IV. Code: this ABES Code of Ethics and Conduct;
V. Committee Coordinators: are the coordinators of the Intellectual Property, Regulatory, SaaS, IoT committees (“Internet of Things”), Security and Cyber Risks and Taxation, or any other to be created by ABES;
SAW. Members: all people who work at ABES, including directors, officers, employees, interns and apprentices;
VII. Anti-Corruption Law: law No. 12,846, of August 1, 2013, and respective regulation;
VIII. Bidding Law: law 8,666, of July 21, 1993;
IX. Administrative Improbity Law: law No. 8,429, of June 2, 1992;
X. Money Laundering Law: law. No. 9,613, of March 3, 1998; and
XI. The 3rd: means any person, whether physical or legal, who acts on behalf, in the interest or for the benefit of ABES, provides services or provides other goods, as well as business partners, including, without limitation, agents, consultants, suppliers, resellers or other providers services.
Chapter II - General provisions
Article 2 - The provisions of this Code must be observed by all Associates, Members of ABES, Third Parties that provide any type of service to ABES, whether directly or indirectly, as well as associations or any other entities or individuals or legal entities with whom ABES interacts in a sporadic or habitual way.
Article 3 - This Code aims to establish the expected conduct of the people mentioned in the previous article, as well as to establish the rules of the main procedures adopted by ABES.
Article 4 - The formulation of this Code was based on the missions, principles and values of ABES and in accordance with current legislation, including, but not limited to, the Anti-Corruption Law.
Chapter III - Missions, principles and values
Article 5 - ABES missions are:
I. To connect: Bringing together, dialoguing and joining forces, integrating Government, companies, professionals in the sector, specialized press and society in general. In addition to establishing long-lasting relationships, generating permanent bonds based on trust with and between Associates.
II. Guide: ABES proposes to be a consistent and credible source of information, analyzes of the national and international market, legal guidelines and indication of trends, so that Associates make their decisions more safely and assertively.
III. Protect: Make the laws applicable to the Brazilian software market, such as protection of copyright and intellectual property, be improved and adapted to the sector, better known and obeyed by the population and companies in general.
IV. Develop: Promote the growth of the Brazilian software market, strengthening companies and professionals in the sector, contributing to the construction of a new sectorial model, with more stable rules and better targeting of public investments, in addition to fostering Brazilian research and innovation.
Article 6 - The following are established as ABES 'values, and must be observed in all relationships in which its Associates, Members, Third Parties or any other collaborators participate in the performance of their activities aimed at ABES:
I. Integrity: act honestly, truthfully and fairly with everyone, without violating ABES 'internal rules or any applicable legislation;
II. Transparency: adopt clear and transparent business practices, without hidden agendas;
III. Commitment: act seriously, using the best efforts so that ABES missions are achieved.
Article 7 - Associates must, due to their formation, have their principles and origins in the democratic regime, in free initiative and in free competition, and must defend and disseminate them, through their performance, the positioning and statements of their leaders.
Article 8 - ABES missions, principles and values should be disclosed, when possible, in all of its training, lectures and events, primarily by its Directors and Committee Coordinators.
Chapter IV - Associates
Section I - Commercial performance of Associates
Article 9 - During their activities, Associates must seek the best interest of their customers, respecting the ethical standards of conduct set out in this Code and valuing fair competition.
Single paragraph: Associates are prohibited from engaging in any unfair act that may cause damage to their customers, partners and / or competitors or that may negatively impact the reputation of the software market, such as, for example, irregular pricing, misleading advertising and the disclosure of information false.
Article 10 - During their activities, Associates should never deliberately perform any act that may, directly or indirectly, cause damage or be contrary to the public interest.
Article 11 - The Associates will only propose to perform services for which they have perfect conditions of performance, not suggesting, nor accepting execution of works that they do not consider convenient for their clients.
Article 12 - In attracting customers, Associates must not make false statements or unrealizable promises, nor exercise any form of persuasion that could negatively impact their activities.
Article 13 - When proposing their products and / or services, the Associates must present the prices they consider fair, not offering conditions incompatible with those practiced for other customers.
Article 14 - In contacts with their customers, Associates must define in advance the work to be carried out, the objectives to be achieved, the means envisaged, the difficulties and allowable limitations, as well as to establish or estimate the price conditions and execution time.
Article 15 - In contracts with customers, the company associated with ABES establishes, in a clear and precise manner, the duties, obligations, responsibilities and rights of both parts of the business.
Article 16 - When applying for the contracting of their services and products, Associates should never make disreputable references about their competitors with the aim of valuing their own work, but they are allowed, however, to alert the client to proposals that, in their judgment, are poorly formulated and that do not present the client's real interests.
Article 17 - When performing services or selling products, Associates must seek to act with maximum efficiency and strictly comply with the contractual conditions established with their customers.
Article 18 - Associates must use, for the performance of their functions, only original computer programs, in compliance with current laws and regulations for the protection of copyright and intellectual property, in addition to committing their best efforts to disseminate the culture of original software and in combating irregular copying.
Single paragraph: Associates must also adopt guidance and prevention measures aiming that their partners, contractors, representatives, consultants and employees also perform their duties in compliance with the laws and regulations of protection of copyright and intellectual property in force.
Article 19 - Associates must adopt measures for the proper preservation of the confidentiality of their customers' data and information, the use and disclosure of these data and / or information for their own benefit or that of third parties being prohibited.
Article 20 - Associates should not attract, for themselves or for related third parties, people who work for their clients, including their advisors, directors, employees, interns and apprentices.
Section II - Entry of new Associates
Article 21 - Only Brazilian companies in the software sector may join ABES as Associates or, even if from other sectors, hold rights over or develop some type of software or digital application that are in accordance with the laws in force, the principles and values of ABES , its guidelines established in this Code and in other ABES policies.
Article 22 - The company wishing to join ABES ("Requesting Company") must complete the membership proposal, collect the respective fee and send ABES its membership proposal and other documents described on the ABES website.
Article 23 - After receiving the proposal and documents, the Executive Board and / or Compliance Officer of ABES must make a preliminary assessment of the Requesting Company and verify that it is in accordance with Article 13 of this Code.
Article 24 - In the event that the Requesting Company does not comply with the provisions of Article 13 of this Code, its entry as an associate of ABES may be immediately denied by the Executive Board or the Compliance Officer.
Article 25 - The Requesting Company that is in accordance with Article 13 must submit to the Executive Board of ABES forensic certificates issued by the Federal and State Courts relating to processes distributed before the competent courts to judge actions in their headquarters, homes or business establishments.
Article 26 - Once the documents mentioned in the previous article have been received, ABES 'Executive Board will proceed to a complementary assessment regarding the possibility of joining the Requesting Company.
Article 27 - If, by means of a complementary assessment, the Executive Board and / or the Compliance Officer of ABES finds any indication that the Requesting Company acts contrary to ABES principles and values, this Code or other ABES policies, or even if there is any indication that it is destroying its reputation, the Requesting Company will have its entry denied by the Executive Board of ABES.
Article 28 - In the event that no unfavorable evidence to the Requesting Company has been detected through the complementary assessment, the Executive Board of ABES will disclose the name of the Requesting Company and its intention to join ABES to its Associates by e-mail, which may manifest themselves otherwise.
§1 - The deadline for manifestation will be 15 (fifteen) calendar days, as stipulated by the Executive Board of ABES and communicated to the Associates by e-mail.
2nd - Contrary manifestations must be motivated, containing arguments that support them.
Article 29 - After the contrary manifestations, the Requesting Company may present its manifestation in the same period granted to the Associates.
Article 30 - The pertinence and the origin of the manifestations, both of the Associates that expressed otherwise, and of the Requesting Company, will be evaluated by the Ethics Committee, composed of 2 (two) members appointed by the Executive Board and 3 (three) members indicated by the Deliberative Council .
Article 31 - The Ethics Committee will not be able to uphold the contrary manifestations that may result in persecution of the Requesting Company, which are related to personal problems between directors of the manifesting Associate and the Requesting Company, among other reasons that do not disqualify the Requesting Company.
Article 32 - The Ethics Committee may judge the contrary manifestations that result in strong indications or contain evidence that the Requesting Company is involved in acts of corruption or improbity, fraud, money laundering, anti-competitive practices or in any other situations where there is a risk considerable extent that it has acted contrary to ABES principles and values.
Single paragraph: The Associate that is sanctioned, as a result of a final decision (with res judicata) rendered in an administrative or judicial proceeding, must inform ABES, through written notification, under penalty of termination of the association.
Article 33 - The admission of the Requesting Company as an associate of ABES will be made with the payment of the first monthly fee.
Section III - Membership Defaults
Article 34 - The monthly fees charged to ABES Associates must be paid within the term established in the contract, under penalty of disillusionment and filing of a collection lawsuit.
Chapter V - Committees
Article 35 - The ABES Committees should be focused on the study or discussion of matters that are relevant to the interests of their Associates and the software sector in general, not being allowed to approach topics and allocate resources so that topics of exclusive personal interest to director, Associate or any other ABES Member or member accompanying these Committees are treated.
Article 36 - The ABES Committees Coordinators must be linked to the ABES Associates and have sufficient technical knowledge to conduct studies and discussions on the central themes of the ABES Committees.
Article 37 - The representatives of any Associates may participate in the meetings of the ABES Committees, being exceptionally allowed the participation of non-associates, when they are able to contribute in a predominant manner to the discussion of the topics covered.
Article 38 - All meetings of the ABES Committees must be recorded in the minutes, and the topics discussed, the name and the institution to which their participants are linked must be noted.
§1 - The minutes of the meetings of the Committees must be presented to the Executive Board of ABES, who will make them available to the other directors of ABES.
2nd - Sensitive and / or confidential information related to Associates that has been disclosed by any of its participants may not appear in the minutes of meetings of the ABES Committees.
Chapter VI - Activities of ABES
Section I - Issuance of certificates
Article 39 - Only Associates that are up to date with their membership obligations may apply for certificates issued by ABES.
Single paragraph: The required certificates will only be released after the payment of the amount stipulated by ABES to carry out the issue.
Article 40 - In addition to the payment of the stipulated amount, Associates who wish to obtain certificates issued by ABES must complete the declarations made available on the ABES website and send them to ABES via e-mail, fax or mail.
Article 41 - The content of the affiliates' statements or any other information provided to ABES must be true.
Article 42 - ABES may charge different amounts for each type of certificate it issues, and it is forbidden to charge different amounts for the issue of the same type of certificate. In cases of urgency declared by the Associate, ABES may demand the payment, by the associate, of sufficient amount to repair the administrative and personnel costs that the entity supports to provide this extraordinary associative service.
Article 43 - ABES may restrict the issuance of certificates requested by Associates that are being investigated or prosecuted for violation of the Anti-Corruption Law, Bidding Law, Administrative Improbity Law or Money Laundering Law.
Section II - Legislative and tax representation
Article 44 - All activities carried out by Members or Third Parties, including, but not limited to, a government relations company linked to the activity of legislative and tax representation in favor of ABES and its Associates, must be carried out in accordance with the rules described in the Policy of Interaction with ABES Public Agents.
Section III - Promotion of the Brazilian software sector
Article 45 - The search for funding or resources from the public or private sector by ABES should be focused exclusively on the development of the Brazilian software sector and the companies that integrate it, being forbidden to receive public funds, of any type of percentage, success rate or commission by ABES, in order to guarantee its technical impartiality.
Single paragraph: Activities aimed at seeking and promoting resources from the public authorities must be in accordance with the rules established in the Policy for Interaction with Public Agents of ABES.
Chapter VII - Conflicts of interest
Article 46 - All Associates, as well as all Members, Third Parties and other ABES employees, in carrying out their activities aimed at ABES, must act and make their decisions in the best interest of ABES, in order to avoid conflicts of interest, even if apparent.
Article 47 - The persons mentioned in the previous article must communicate to the Executive Board and / or the Compliance Officer of ABES, in case their personal interests may interfere in the performance of their activities and duties with ABES.
Article 48 - Members or any other ABES employee, who have decision-making power, will not be able to deliberate on matters in which they have a personal interest capable of influencing their impartiality.
Chapter VIII - Anti-corruption provisions
Article 49 - Associates, Members, Third Parties and other ABES employees are prohibited from offering, promising, making, authorizing or providing (directly or indirectly) any undue advantage, payments (including facilitation payments), gifts or the transfer of anything of value for any person, whether a public agent or not, to influence or reward any official action or decision of that person for the benefit of themselves or ABES.
Single paragraph: In addition to the acts mentioned in caput, all other actions, of action or omission, that may mean violation of the principles and values of ABES, the current legislation, in particular the Anticorruption Law, Administrative Improbity Law, Bidding Law and Money Laundering Law are prohibited.
Article 50 - The persons mentioned in article 41 have the duty to report to ABES any violation and suspected violation of conduct prohibited in the caput and sole paragraph of that article.
Article 51 - All contracts entered into with ABES must contain an anti-corruption clause, mentioning this Code of Ethics, as well as all Associates and all Third Parties should be encouraged to adopt anti-corruption clauses in the other contracts they may enter into.
Article 52 - Whenever possible, Associates, Members, Third Parties and other ABES employees should be made aware of the sanctions that may arise from noncompliance with the Anti-Corruption Law, with emphasis on the provision of strict liability based on that law.
Chapter IX - Sensitive interactions
Section I - Interaction with public agents
Article 53 - The interaction of Associates, Members, Third Parties and other ABES employees, especially those who carry out government relations activities, with public or political agents must always be guided by the guidelines of this Code and other ABES policies, in particular the Policy of Interaction with Public Agents.
Article 54 - The interactions between Members or Third Parties and public agents, in the performance of their activities that they provide to ABES, must be registered and reported to the Executive Board and the ABES Compliance Officer.
Section II - Interaction with other associations and professional associations
Article 55 - Before entering into partnerships with other industry associations and other class entities (“Partners”), ABES may carry out independent media research to verify the reputational history of such Partners and may request additional documents and information to ensure that they are in line with its values and principles.
Article 56 - ABES will be able to monitor the activities carried out by its Partners, especially on occasions when the partnership allows these Partners to represent or act on behalf or benefit of ABES before public or political agents.
Article 57 - It is recommended that ABES establish a partnership only with associations that have a integrity program or, at least, adopt formalized anti-corruption policies or adhere specifically to this Code of Ethics.
Chapter X - Gifts and presents
Article 58 - It is allowed to receive or offer commercial gifts, without relevant value or distributed as a courtesy, advertisement, usual disclosure, on occasion, dates and / or special events provided that (i) the values of the gifts or gifts do not exceed 1 / 2 (half) of the current minimum wage, and (ii) the offering or receiving of gifts and presents respects the minimum period of 12 (twelve) months to occur again.
Article 59 - It is forbidden to offer or receive gifts or presents by Associates and Members of ABES, whose purpose is to obtain an advantage or favor in consideration for the good offered or received.
Chapter XI - Sponsorships, donations and events
Article 60 - All sponsorships or donations made or received by ABES must be approved by the Compliance Officer and the Executive Board of ABES.
Article 61 - The invitation to public or political agents to participate in events promoted or held by ABES must be motivated and formally made to the guest by the Executive Board of ABES. The functions, activities performed by the mentioned agents or their technical training must be related to the theme or content that will be presented at the events in which they will be invited to participate.
Single paragraph: In events promoted or carried out by ABES in which public or political agents participate, the provisions of the Policy for Interaction with Public Agents of ABES must be observed.
Article 62 - All expenses incurred by ABES in promoting or holding its events must be motivated and recorded in writing. These records may be accessible to any of the Associates who request them.
Article 63 - ABES is prohibited from making any political donation, in accordance with the changes introduced to the Electoral Code in force through Law. 12,165, of September 29, 2015.
Chapter XII - Hiring of employees and third-party service providers
Article 64 - The hiring of Members and Third Parties by ABES must be based on their best interest, checking the technical capacity of these professionals to occupy functions, positions or provide services to ABES.
Article 65 - ABES will not hire as an employee or service provider people or companies related to public agents to conduct its activities.
Article 66 - Before opting to hire a third-party service provider, proposals from more than one company or, if applicable, from individuals, must be submitted to the Compliance Officer and the Executive Board of ABES for their appreciation.
Article 67 - Directors who have or may have any interest in hiring competing employees or third-party service providers will not be able to participate in the decision of ABES's Executive Board in this regard.
Article 68 - The contracts signed by ABES with employees and Third Parties must be formalized in writing and contain an anti-corruption clause and explicit mention of this Code of Ethics.
Article 69 - Prior to being hired by ABES, all employees and Third Parties must be made aware of the provisions of this Code and other ABES policies, being encouraged to comply with them while their relations with ABES continue.
Chapter XIII - Reimbursement of corporate expenses
Article 70 - Corporate expenses, that is, incurred in the performance of activities or acquisition of assets for the benefit of ABES by any of its Members will be reimbursed exclusively upon presentation of a receipt and approval by the executive director of ABES.
Article 71 - Under no circumstances, ABES will reimburse the personal expenses of any of its Associates, its Members or Third Parties or, even if not personal, in exorbitant amounts, inconsistent with the market value for carrying out a certain activity or acquisition of a certain good, or that are not accompanied by supporting documentation.
Chapter XIV - Accounting records
Article 72 – ABES must maintain its accounting records in an accurate, complete and true manner, observing the applicable accounting legislation and ensuring that all its transactions and operations are fully documented in writing and correctly approved by whoever is competent to do so.
Chapter XV - Confidentiality of information
Article 73 - Associates, Members and Third Parties should maintain the confidentiality of all information with which they come into contact due to the activity developed at ABES.
First paragraph: It is forbidden to disclose, either verbally or in writing, confidential or sensitive information from ABES and its Associates, even if brought by them within the scope of ABES study groups or Committees.
Second paragraph: The representative of the Associate who is elected to assume a position on the board or board of ABES must sign a confidentiality term, undertaking to keep confidential any and all information to which he has access due to the exercise of his position at ABES. Likewise, the representative must assume the commitment to maintain the confidentiality of information related to the Associate he represents at ABES.
Article 74 - Associates' employees must maintain confidentiality regarding all information related to clients, as well as the company for which they provide their services, even after the end of their employment.
Chapter XVI - Use of assets and information technology
Article 75 - The use of any assets, resources, equipment and facilities owned by ABES must be used exclusively for the performance of its activities and must not be used by its Associates, its Members, or Third Parties for private purposes.
Single paragraph: Each Associate, Member and Third Party is responsible for protecting the resources and equipment made available to it and must immediately report any threat or event that may bring risk or actual loss to ABES.
Article 76 - Members of ABES shall not use their personal e-mails or linked to another association, company or legal entity to deal with issues related to their activities or functions performed at ABES, nor will they use their e-mails from ABES to deal with topics that do not concern ABES.
Article 77 - ABES Associates and Members must act diligently to avoid compromising the protection of their information technology systems. Thus, it is prohibited to send electronic messages or access Internet pages with inappropriate, offensive or potentially harmful content to ABES networks and systems.
Chapter XVII - Sanctions
Article 78 - Any violations of this Code or other ABES policies by Associates, Members, Third Parties or other ABES employees must be reported to the Compliance Officer and the ABES Executive Board, who will carry out the first assessment of the communication.
Article 79 - Associates that incur the violations mentioned in the previous article, as well as violate any other provisions of this code, or even that violate any other provisions of the Entity's Bylaws may be subject to the following penalties:
I. Suspension of the right to vote at the next Assembly;
II. Reserved written warning;
III. Written, public warning;
IV. Temporary suspension of associative rights; and
V. Exclusion from membership.
Single paragraph: The offending Associates will have a wide right of defense at all stages of the trial, and may appeal the punishment imposed by the Executive Board to the Deliberative Council.
Article 80 - Members who incur the violations mentioned in article 79 may be subject to warning or dismissal sanctions.
Article 81 - Third Parties or other collaborators who incur the violations mentioned in article 79 may be subject to termination or contract termination penalties.
Article 82 - In addition to the sanctions provided for in this Code, in the event that the infractions mentioned in article 79 constitute a crime, ABES may inform the competent authorities or adopt the appropriate administrative or judicial measures.
Article 83 - The sanctions provided for in this Code will be applied taking into account the seriousness of the acts performed.
Chapter XVIII - Other provisions
Article 84 - Associates, Members and Third Parties have a duty to report to ABES the occurrence of any violation or suspected violation of the provisions of this Code, ABES policies, ABES Bylaws or any current Brazilian law. To this end, ABES will provide a Reporting Channel, which will allow for the appropriate treatment of communications of irregularities identified in a secure manner, and, if desired, anonymous.
All denunciations will be forwarded, automatically and directly to the Compliance Officer, who will forward them to the President of the Executive Board or to the President of the Deliberative Council, depending on his personal judgment.
Retaliation against anyone who, in good faith, reports a concern about illegal or non-compliant conduct with the instructions set out in this document will not be permitted and tolerated.
Code Term
Article 85 - The provisions of this Code shall be valid for a period of 2 (two) years, when its revision must be carried out.
Download the ABES Code of Ethics and Conduct and the Policy of Interaction with Public Agents of ABES and Partner Associations.
Access here the article about the launch of the ABES Ethics and Compliance Program.
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