SulAmérica

From 2001, the Company has been following and enforcing its Code of Ethics, which sets forth the standards that must guide the conduct of its employees in internal and external relationships, being incumbent upon everyone to make sure the code is broadly disseminated and properly complied with.

The Company’s Code of Ethics is given to all employees at hiring and is available for consultation on the Employee Portal and this site.

Code of Ethics

Introduction

Conducting business according to the highest ethical standards is of great importance to SulAmérica, so that in each and every relationship, internal or external, people’s dignity, transparency and respect to the law is assured.

Everyone in the Company must contribute to reaching this objective and consequently ensure that its conduct, behavior and attitude comply with the company’s values.

Therefore it is everyone’s duty to know, understand, experience and adopt on a daily basis the recommendations stated in this Code of Ethical Conduct.

Objective and Coverage

The Code of Ethical Conduct is a guide for personal and professional conduct to all collaborators of the SulAmérica group, regarding internal and external relationships, and its compliance is mandatory.

Our Culture

Mission

“Ensuring financial protection and peace to our clients in a unique relationship of agility, trust and transparency.”

Vision

“By 2012, to become the company of preference of clients and brokers in the main markets and one of the most profitable ones.”

Values

1. Always seek better results
2. Keep our promise
3. Be accessible and dynamic
4. Have the gift to serve
5. Value collaborators and team work
6. Commitment with sustainability

Principles

SulAmérica hopes that all collaborators act according to the highest personal and professional integrity standards when performing their activities. To do so it has established the following standards of ethical conduct.

Work Relationships

Relationships at work should be based on courtesy, mutual respect, team spirit, loyalty, and trust. Regardless of the job or position, all tasks should be carried out efficiently, swiftly, and transparently, focusing on the best results, respecting the highest human and professional standards. SulAmérica values diversity (ILO Convention no. 111, which defines sources of discrimination) and is utterly intolerant of any conduct that may be characterized as sexual or moral harassment, discriminatory based upon color, national origin, ancestry, social class, sex, religion, sexual orientation, age, physical aspect, disability.

Using SulAmérica systems for personal purposes is prohibited, as well as sending or receiving text and image messages with improper or offensive material of sexual, racial or religious nature, for example.

Any political propaganda inside the Company or using its name, logo, commercial brand or assets for this purpose is prohibited. When participating in political party activities, the collaborators must act on their own, without giving the impression, no matter how subtle, that they are acting on behalf of the Company. SulAmérica does not finance or support the candidacy to public jobs and/or political parties during and outside time of election.

The collaborators may not trade any products, including handmade products, inside the Company’s facilities.

SulAmérica respects the free association to the Union and the right to collective association.

The collaborators, when performing their duties, must comply with the constitutional principles, norms and regulations, according to the law.

In the professional environment, choosing the right clothes and accessories is essential for contributing to a positive image of SulAmérica before our clients, and no collaborator or visitor wearing clothes considered inadequate to the work environment will be allowed in our facilities. When visiting a client, we recommend the same style adopted within our facilities.

Relationship with Shareholders

The relationship with shareholders must be based on an accurate, transparent, and timely communication of information that will allow them to follow the Company’s activities and performance.

Relationship with Brokers, Policy Holders and Clients in General

It is everyone’s duty to wait on brokers, policy holders, third parties, as well as Company’s clients with courtesy, promptness and efficiency, and when authorized, provide them with all proper information requested, whether or not its content is favorable to one of the parties, within the time expected. All questions regarding the convenience of answering to any requests must be immediately forwarded to a superior. No preferential treatment should be granted for personal reasons, and all procedures must be associated to the Company’s ethical and operational guidelines. It is SulAmérica’s policy to offer and provide service in a fair and transparent manner. In case SulAmérica fails to answer to a request from brokers, policy holders, third parties, as well as other clients, the petitioner must understand why and see the considerations as fair, honest and clear.

Relationship with Suppliers and Service Providers

The hiring process of suppliers and service providers must be based on the Company’s needs and performed according to a strict selection process ensuring the best selection when it comes to cost-benefit. The hiring process must follow legal, technical and professional criteria, and require an ethical profile for practicing management, social and environmental responsibility, rejecting dishonest competition, compulsory, forced and slave labor, particularly child labor, as well as any type of discrimination based upon color, national origin, ancestry, social class, sex, religion, sexual orientation, age, physical aspect, disability.

The purchase decisions must be based on the reliability and integrity of the supplier, in addition to the offer value, in view of the short and long term goals. The collaborators must avoid doing business with suppliers and service providers of dubious reputation. Suppliers and service providers must be parties not related (relatives and personal friends) to the collaborator in charge of approving transactions or hiring employees, to avoid conflict of interest.

Relationship with Government Agencies

The relationship with Government Agency representatives must be based on the highest standards of honesty and integrity in all contacts made.

The collaborator must avoid sharing his opinion about actions or behavior of a public server or making any comments of political nature.

No payment made in cash, gifts, services, entertainment or any other benefit may be offered, directly or indirectly, to any direct or indirect federal, state or local Public Administration or Foundation authority or server, with the exception of invitations to events, congresses, seminars, ceremonies sponsored by the Company or in which the Company may participate directly or indirectly.

Relationship with the Insurance Market

The relationship with other insurance market institutions must be based on strict loyalty and good faith, avoiding comments and insinuations that may tarnish the competition’s image before third parties. Providing commercial data and information regarding any of them which may attempt against their activities is prohibited.

Honest competition must be the core element of all operations and relations with the insurance market. SulAmérica’s competitiveness must be exercised under this principle. No comments that may affect the competition’s image or contribute to spreading rumors about such institutions or entities must be made.

SulAmérica’s collaborators must treat representatives of other institutions and entities with the same respect they expect to be treated with. The disclosure of the Company’s confidential information to competitors is prohibited.

Relationship with the Environment and Social-Environmental Issues

SulAmérica adopts and supports, within its area of action and influence, a set of values related to human rights protection, work conditions and environment that follows the 10 principles of the United Nations Global Compact:

• businesses should support and respect the protection of internationally proclaimed human rights;
• make sure that they are not complicit in human rights abuses;
• businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining;
• the elimination of all forms of forced and compulsory labor, similar to slave labor and in irregular or similar condition;
• the effective abolition of child labor and combat to sexual abuse of children and adolescents;
• the elimination of discrimination in respect of employment and occupation;
• support a precautionary approach to environmental challenges;
• undertake initiatives to promote greater environmental responsibility;
• encourage the development and diffusion of environmentally friendly technologies; and
• work against corruption in all its forms, including extortion and bribery.

When developing products and services, SulAmérica works the social-environmental responsibility with the purpose of minimizing any negative impacts, direct or indirect, on the quality of life of communities and environment. The collaborators must be committed to practicing, encouraging and valuing environmental protection, trying to merge the company’s goals with the wishes and interests of the community along with sustainable development.

Relationship with the Press

Our relationship with the means of communication must be based on transparency, credibility and reliability, and always taking ethical values into consideration. Our representatives, whenever authorized to speak on behalf of SulAmérica, must express their institutional point of view and never show their personal opinion.

Any contact with the press must be mediated by the Institutional Communication Department, which evaluates the company’s benefits and image risks and designate a spokesperson for each situation.

The collaborator must not provide confidential information on any of the Company’s Business Units and clients and partners referred to the press, unless explicitly authorized by the vice-president of the area and the Institutional Communication.

The same is valid for the publication of texts, speeches, interviews or public appearances associated with commercial interests. In case of publication, speech, interview or appearance of public interest that may affect the Company, the collaborator must notify in advance the Institutional Communication and the vice-president of the area, directly or through Compliance.

Only previously authorized collaborators can give interviews on behalf of SulAmérica.

Relationship with Class Association and Entities

We must recognize the important role of Class Associations and Entities legally constituted by their own efforts and practices, always willing to dialogue in any situation involving SulAmérica, with the objective of reaching a mutually satisfying solution.

The SulAmérica representatives of class associations and entities must be designated by the vice-president of the area.

Relationship with Legal and Regulatory Authorities

Any non-routine verbal or written contact with legal and regulatory authorities, in particular, any contact that may somehow criticize or suggest criticism or investigation regarding SulAmérica to a collaborator, to their business, should immediately be communicated to SulAmérica’s Compliance.

External Activities

Collaborators and their spouse or second-degree relative (children, parents and siblings) may not participate, directly or indirectly, either as a stockholder, partner or shareholder, in a company providing goods or services to SulAmérica, unless previously and formally authorized by Compliance. Collaborators may not carry out any external activities paid or not paid that may compromise the proper exercise of their activities in the Company, except for occasional activities such as speeches and similar activities. The collaborators may not make personal investments in any business competing or interfering negatively with the Company or contrary to the Company’s interests.

Hiring Relatives

The integration into the company’s staff of a spouse/partner or relatives - children, parents, sibling, in-laws, nephew/niece, uncle/aunt, cousins, stepson/stepdaughter, stepfather/stepmother, grandchildren - of a current collaborator and also of the spouse/partner, will only be possible after a formal consultation with Compliance and previous authorization of the vice-president of the Human Capital Board of Directors of the area in which the collaborator works; the Relationship and Management Vice-Presidency - VIREA, well as hiring professionals who may have relatives in any competing company, supplier, clients or other service providers in the insurance market. Direct or indirect relationship of subordination among relatives is not allowed, or the allocation of relatives to the same department. Designating a person to a position that will allow them to verify, process, review, audit or somehow affect the job of a family member is prohibited, as well as working together in processes that require the “done and verified” control. The designation of a person to a position that may influence the compensation process, promotion or terms and conditions for hiring a family member is also prohibited. Existing cases as of the date of release of this Code should be formally communicated to an immediate superior and to Compliance that will analyze the existence of conflict of interest.

Conflicts of Interest

Avoiding circumstances in which personal interest may conflict or may appear to conflict with the interests of SulAmérica or clients is essential. The interest may be characterized by any and all benefits favoring the person or third parties (relatives, friends, etc.) with which we have or had a personal, commercial or political relationship.

The collaborators are assured of their right to participate in any private or personal business other than that of the Company, as long as the businesses are legitimate and legal and do not interfere or conflict with the Company’s interests or result from confidential information obtained due to a job or position in the Company. In case of doubt, the collaborator must formally contact Compliance for guidance.

No administrator, no member of the Board of Directors, member of an audit committee, no other committees, no collaborators belonging to any governance body not part of the Sul America conglomerate, or part of any society maintained under common control, whether receiving compensation or not, may participate. Any occasional exception, including the participation in bodies belonging to non-profit, and non-governmental entities, will be previously evaluated by the Chairperson of the Board and by the Sul America Compensation Committee, of the Human Capital Board of Directors.

Using the position to its own convenience or someone else’s or to obtain any type of favor is prohibited.

The participation in business decision making with organizations in which the collaborator or any member of their family may have any interest or that may generate personal benefits to the collaborator is prohibited.

Company’s Assets

The Company’s physical and intellectual assets consist of real state, facilities, vehicles, equipment, warehouses, values, plans, products, technology, business and marketing strategies, information, research and data that must be protected by the managers and staff and cannot be used for personal benefit or offered to third parties. The Company’s equipment or any other resources may not be used for personal purposes, unless previously authorized by a superior.

SAS outside network connections will only be authorized by the Information Technology Security Area. The use of computers and personal emails is not recommended and its use is conditioned to the authorization of a hierarchical superior.

Any work created by the collaborators when performing their activities is property of the Company. Every collaborator must be responsible for preserving and safekeeping SulAmérica’s assets, under their responsibility. The improper appropriation of SulAmérica’s assets is considered breach of trust and confidence, and constitutes in a fraudulent act against the Company subject to work-related and legal sanctions.

It is strictly prohibited to copy, sell, or distribute information, software, or any other type of intellectual property that may violate the present agreement signed between the collaborators and SulAmérica.

Confidential Information

Confidential information comprises data on products, clients, employees and other related parties, business and marketing strategies, annual budget, short and long term planning, volume of sales, research outcomes, financial data, procedure manuals, etc., as well as any other information or data linked or related to the competition in the insurance market. The disclosure to third parties or the internal disclosure to collaborators of the Company of information and data received or obtained under confidentiality is a serious violation. The confidential information and data can only be disclosed when published or upon the authorization of a duly representative.

Confidential information should not be unnecessarily kept in conference rooms or on the desk of a collaborator, especially during breaks and after working hours.

Confidential information should not be discussed in elevators, receptions, restaurants, restrooms and means of transportations.

Business topics involving confidential information should not be discussed on a cell phone or on the speaker phone in public places without privacy (halls, airports, elevators, etc.).

Social Networks

A collaborator must use his own name when registering in a social network and must refrain from mentioning any direct connection to the company in which he works.

No confidential company information will be published in any social network. Only publically classified corporate information and which may undoubtedly be published openly in the internet will be permitted.

The publication of opinions must be done in good faith, and in legal compliance only in the person`s own name, avoiding any connection of an opinion to the brand of the company where the person works.

Language and vocabulary must be adequate, to prevent any opinion from being considered ambiguous, subjective, aggressive, hostile, discriminatory, vexatious, ridiculing, or that in any way may harm the company image, and that of its` collaborators, partners, suppliers and clients.

It is expected that the collaborator will act in compliance with the Code of Ethical Conduct caring for the protection of his reputation and that of the company and that he inform the Compliance Committee any questionable situation which may be identified as being connected to the company.

Privileged Information

Privileged information is any information accessed due to the job, occupation, or position in SulAmérica that has not been disclosed to the market, and the use of such information with the purpose of obtaining personal material benefit or for others is prohibited.

SulAmérica collaborators must strictly comply with SulAmérica’s Relevant Act or Fact Policy and Trading Securities approved by the Board of Directors.

Practice Against Corruption and Money Laundering Prevention

All Sul América collaborators are strictly prohibited from receiving commissions, discounts and/or personal favors using their position or occupation in the Company. The collaborators may not profit or grant any type of reciprocity, gains or personal benefits to financial institutions, brokers, policy holders or clients in general by using their professional relationship.

Any practice of corruption in any form through acts, omission, creation or support of favors is prohibited.

Money laundering is the process by which criminals turn resources obtained in illegal activities into resources apparently coming from a legal source. SulAmérica is aware of the risks related to using the insurance market to “conceal” resources coming from illegal activities, and is engaged in the Fight Against Money Laundering and Terrorist Financing, and in the compliance of the law and regulation requirements of the Inspecting Authorities.

The collaborators must be diligent in monitoring and detecting suspicious operations of money laundering and terrorist financing by informing Compliance.

Receiving and Offering Gifts and Favors

The collaborators, in view of their position or occupation in the Company, are prohibited from receiving, promising, or offering gifts or any valuables to individuals with whom SulAmérica does business. Such prohibition does not apply to receiving free gifts of no commercial value or gifts distributed as courtesy, advertisement or in events or commemorative days (Easter, Christmas, New Year’s) and do not exceed R$ 300.00 (three hundred reais), at the market’s value; this amount may be updated by Compliance. In exceptional situations, for reasons of protocol, courtesy or any other special occasion, free gifts exceeding the value above may be accepted, as long as the free gift is donated to a charity designated by the Sustainability Management.

Invitations to entertainment venues tend to have limited importance to the business and may look improper. Therefore, except for specific events held by SulAmérica, Compliance must approve the participation. The participation in entertainment events (shows, concerts, sports events) in which the guest has the authority to choose pending or foreseen decisions affecting SulAmérica’s interests is prohibited.

Document Records

All transactions made by the company must be supported by its due documentation and must be recorded immediately in books and accounts according to the applicable laws. No payment or receipt can be made in disagreement with the purpose of its authorization.

The financial statements must be elaborated in accordance with the law and the basic accounting principles in order to represent SulAmérica’s financial situation accordingly.

Exclusive Channels for Questions and Reporting Violations of the Guidelines of the Code

It is the duty of every collaborator aware of or experiencing a situation that may characterize the violation of the present code or suspect or learn about facts that may harm SulAmérica to immediately inform Compliance using the communication channels. By doing that, you will be fulfilling your duty to safeguard the Company’s ethical principles.

Any suspicion/questions regarding the conduct standards and ethical principles must be reported to Compliance at: legalcompliance@sulamerica.com.br, externally; and through the Employee Portal / Talk to Compliance, internally. The collaborator may choose to remain anonymous. Compliance will submit the reports to the Ethics Committee which will determine the course of verification, the references and any other resolution depending on the circumstances.

The content of the report must be as complete as possible in order to allow an investigation process to be started. The collaborator reporting a suspicious violation to the law, regulations and norms, and company’s procedures will not suffer retaliation or punishment as a result of their actions.

Disclosure and Solving Doubts

The managers and directors must disclose to their subordinates the norms within this Code as a way of disseminating it at their workplace. Specific questions related to concrete situations on the application or interpretation of the rules stated in this Code must be forwarded to the superior who, in turn, if necessary, will forward it to the top superior of the area and Compliance.

Code of Ethics Management

The management and updating of the Code of Ethical Conduct is responsibility of the Compliance area.

Final Disposition

The present Code of Ethics will be effective as of its publishing date. All collaborators, as well as the individuals with which the company has a business relationship, must be familiar and comply with the Code of Ethical Conduct. The non-compliance may lead to the application of penalties enforced by the law.