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Introduction
COPEL's Code of Conduct, reproduced in the following pages, was born out of the Company's corporate values and culture, which are, in fact, represented in its articles 1 and 2.
Consolidated throughout the years, these values are an attempt to reflect the integrity of Company conduct both internally and towards the environment in which it operates on so many levels.
The Code and the Company's By-Laws are the main rules that guide decision-making in all areas and on all levels in the course of COPEL's business, and they are indiscriminately applicable to all employees and managers.
In addition to being based on the legislation applicable to COPEL, the provisions of this Code also embody guidelines and policies aimed at avoiding any circumstances which might so much as cast the slightest appearance of impropriety upon its corporate actions.
Some of the provisions may be detailed or implemented by means of specific instructions and documents issued by the Company in order to include particular business areas or new situations.
The Code is available on COPEL's intranet, at its human resources and legal offices, and on its website ( www.copel.com ).
Employees and managers are personally responsible for ensuring that all business actions and decisions are in compliance with the terms and conditions, as well as with the spirit, of this Code.
Due to the pace of change in the development of the business conducted by COPEL, no provision or set of provisions may be considered the final word for all situations. Whenever there is doubt about the applicability or interpretation of any provision, or whenever any ethical aspect has not been properly addressed, employees must seek the orientation of their immediate superiors, of the legal department, or of the Conduct Evaluation Council of the Company, which is responsible for the enforcement of this Code.
Managers and supervisors, due to their closer proximity to the workforce, must be receptive to those who express concerns, ask questions, or make complaints of ethical nature, all of which must be addressed seriously, promptly, confidentially, and professionally.
The Code of Conduct is considered a tool for the improvement of the Company. No measures of retaliation whatsoever shall be taken against any employee or manager who, in good faith, voices his or her concerns, doubts, or complaints.
Paulo Cruz Pimentel
Chief Executive Officer
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COPEL's Code of Conduct
CHAPTER ONE - COPEL's Core Values
Article 1. COPEL's core values, which shall direct the course of its corporate businesses internally and externally as well as the behaviors of its employees, directors, officers and managers, as set forth in the Company's strategic documents, are:
Ethics: having open, honest and balanced relations with all stakeholders.
Social responsibility: conducting corporate businesses in a sustainable manner, with due respect for the rights of all stakeholders, including future generations.
Strategic alliances: forming partnerships and cooperating with all sectors of the Company and of society at large so as to harmonize goals and maximize results.
Commitment: employing one's best endeavors in the pursuit of the corporate mission, striving for excellence in performance.
Continuous improvement: learning, sharing and disseminating knowledge continuously.
Risk-taking: making decisions, daring, and undertaking initiatives as entrepreneurs.
Employee recognition: fostering human growth by recognizing the employee's value both as an individual and as a member of the team and providing for continuous improvement of workers' satisfaction, skills and professional development.
Clarity of goals: assuring a clear definition and open communication of the Company's strategic orientation.
Customer satisfaction: bearing in mind, in every corporate pursuit, that customers are the reason for the Company existence.
Shareholder value: striving to achieve responsible profits in the fulfillment of the Company's mission.
Security: conducting corporate businesses with professionalism in order to ensure the Company's perpetuity and prioritizing people's security.
Article 2. Having adhered to the Global Compact between the United Nations and the international business community to foster sustainable development based on more humane values, COPEL fully endorses its nine principles, namely:
Human Rights
I. Support and respect the protection of internationally proclaimed human rights;
II. Make sure the Company is not complicit in human rights abuses.
III. Uphold the freedom of association and the effective recognition of the right to collective bargaining;
Labor Standards
IV. Uphold the elimination of all forms of forced and compulsory labor;
V. Uphold the effective abolition of child labor;
VI. Uphold the elimination of discrimination in respect of employment and occupation.
Environment
VII. Support a precautionary approach to environmental challenges;
VIII. Undertake initiatives to promote greater environmental responsibility; and
IX. Encourage the development and diffusion of environmentally friendly technologies
Fight Against Corruption
X. Fight corruption in all its forms, including extortion and bribery.
CHAPTER TWO - Basic Assumptions of COPEL's Way of Thinking
Article 3. Without exception and regardless of where it operates, COPEL shall abide by all applicable laws, rules and regulations.
Article 4. Employees and managers (officers and members of the Board of Directors) shall be loyal to the Company and defend COPEL's legitimate interests.
Article 5. The Company shall deal fairly and honestly with all customers, suppliers, service providers, competitors, employees, and managers.
Article 6. COPEL shall not defame, through its employees and managers, potential competitors' services and products.
Article 7. Any comparison between COPEL's and its competitors' products and services shall be accurate, consistent, and supported by objective data and facts.
Article 8. With a view to sustainable development and the preservation of the ecosystems, COPEL shall be permanently committed to fostering environmental protection, including interchanges between the Company and the communities within which its operates to agree on and adopt preventative or mitigating measures, as required.
Article 9. The Company shall endeavor to provide its employees and managers a safe work environment by adopting all necessary measures to protect the physical, mental, and moral integrity of its workforce and ensuring that employees receive proper training in safety procedures, particularly those involving high-risk tasks or situations.
Article 10. The organizational and occupational structure of COPEL and of its administrative units, subsidiaries, and other concerns in which it participates shall be established according to its proper operational requirements and shall not be constrained by personal interests of shareholders, employees or managers.
CHAPTER THREE - Duties of Employees and Managers
Article 11. Personal interests of COPEL's employees and managers shall not interfere with the interests of the Company. Relations carrying or appearing to carry conflicts of interests shall be avoided, even if those conflicts do not involve COPEL's employees or managers directly, but rather their relatives or other people with whom they engage in professional or personal relationships.
Article 12. Should employees or managers be aware of a situation that represents or might represent a conflict of interests, or a situation in which a potential conflict of interests might inevitably arise, they shall bring the matter directly to the attention of their superiors, their peers, or the Conduct Evaluation Committee and report the facts in writing, provide additional information and help clarify the circumstances surrounding the case.
Article 13. Company employees and managers shall not maintain economic and/or financial interests in connection with competitors, customers, distributors or suppliers should those interests potentially influence or appear to influence their actions on behalf of COPEL.
Article 14. While addressing any audience in performing charitable or volunteer activities, employees shall speak only on their own behalf, since the Company's official or social communications are incumbent exclusively upon COPEL's officers, Board of Directors, and, where applicable, the Permanent Committee for Disclosure of Relevant Acts and Facts.
Article 15. COPEL's employees and managers, even upon termination, and up to four months after such termination ("cool down period"), are bound not to disclose any confidential information, such as defined below, as well as any information entrusted to the Company by customers, service providers and suppliers during the course of business and identified by them or by COPEL as confidential. Accordingly, employees and managers shall not discuss such matters in any public venue.
Article 16. Any and all information and/or data of interest and relevance to the Company's business is considered to be confidential, including, but not limited to:
a) information of a commercial nature (for instance, information on customers, suppliers or advertisers, sales and marketing strategies, costs, prices and other marketing data);
b) information of a technical nature (for instance, information on methods, know-how, procedures, projects and designs, either protected or not under intellectual or industrial property rights);
c) information of a strategic nature (for instance, information on future business development, sales or marketing strategies);
d) information on employees, contractors, consultants, service providers, and representatives (for instance, information regarding skills, duties, ranking, wage and compensation figures, workforce records, medical records, or workplace accident records); as well as any copies or records of such information, either verbal or written, in whatever physical medium, directly or indirectly furnished or disclosed to any member of COPEL's staff, regarding the Company itself, its affiliates, partners, wholly-owned subsidiaries, shareholders, customers, service providers or suppliers;
e) Information on financial positions, projections, performance forecasts and related data, used by the Company management (officers, Board of Directors and Audit Committee), which shall remain restricted to them and to those who have signed relevant nondisclosure agreements (if any), until official release, if such is the ultimate purpose of that information.
Article 17. Every employee, manager or committee in charge of preparing press releases and/or any public announcement by the Company to the market, or providing information as part of such process, shall ensure that such releases, announcements and information are complete, accurate, and in compliance with the Company's disclosure controls and procedures.
Article 18. Every employee or manager shall strive for the adequate allocation and proper and efficient use of all corporate facilities, properties, and resources.
Article 19. Every employee or manager shall cooperate fully with both internal and external audits and with governmental inquiries and inspections in respect of access to property, facilities, and transactions and the accuracy of corporate books, records, and information systems.
Article 20. Any employees or managers having knowledge of any potential investigation or inquiry involving COPEL's operations or procedures, including those with which such employees or managers themselves were charged, shall notify the Company's legal department, reporting on all the circumstances of the case (routine procedures by government agencies, such as tax and social security audits, regulatory agency procedures and environmental inspections are not subject to this provision).
Article 21. Employees and managers shall keep confidential any information about investigations and inquiries and related documents in their units, unless the Company's legal department expressly authorizes the disclosure of such information.
CHAPTER FOUR - Unacceptable Conduct
Article 22. COPEL shall not tolerate any of the following behaviors by any employee or manager:
I. To engage in any sort of harassment within Company premises, particularly those of a sexual and moral nature, which include any verbal or physical act of humiliation, coercion, or threat against employees (of the Company or of an outside contractor), managers, and interns, or any act deemed to create a hostile professional environment that might affect the individual performance or the working conditions of those exposed thereto.
II. To display any kind of discrimination within Company premises according to race, ethnical origin, gender, sexual orientation, creed, religion, age, physical or mental handicap or disease.
III. To provide paid services and/or receive compensation for services rendered to competitors, customers, distributors or suppliers without prior written consent from the Company's legal department.
IV. To perform work unrelated to the Company activities during working hours.
V. To accept gifts of such a worth that might bias his or her judgement or imply that he or she is somehow bound to do something in consideration of the thing received. Accepting gifts of token value is allowed.
VI. To request, on behalf of COPEL or in the course of any corporate business, either directly or through third-parties, any favors for his or her personal benefit or for the benefit of relatives or other related persons.
VII. To use any personal influence to predispose the Company to engage in business deals with service or product providers in which his or her relatives or other people with whom he or she has professional or personal ties are interested parties.
VIII. To appropriate, for oneself or for any other person or legal entity, without COPEL's written consent, benefits that might be of interest to the Company resulting from business deals or opportunities one may have on account of one's performance of corporate activities.
IX. To take advantage of restricted or privileged information to trade Company stock either directly or though relatives or related third-parties.
X. To discuss with competitors such matters as competitive advantages, price policies, contract terms and conditions, costs, inventories, market and product plans, market research or similar issues, except upon prior written authorization by COPEL's legal department.
XI. To offer customers or potential customers, or suppliers or potential suppliers, benefits or rewards prohibited by law, internal regulations, any other applicable rules, or anti-trust provisions.
XII. To demand from suppliers that they forfeit negotiations or agreements with competitors or third-parties in order to maintain commercial relations with COPEL, except when such a conduct is compelled by a justifiable commercial reason not contrary to law, regulations, any applicable rules, or anti-trust provisions.
XIII. To employ illegal or non-ethical means to obtain competitive information for the Company, such as stealing confidential information and business secrets or inducing current Company employees and managers, or former employees and managers after the four-month cool down period, to disclose confidential information.
XIV. To bribe or to accept bribes or to induce or attempt to induce others to bribe or accept bribes of any sort and under any circumstance.
XV. To damage, destroy or manipulate corporate documents, records, and information systems or to create false documents or records in order to lead others into an incorrect or biased understanding of any issue to which such documents and records are relevant.
XVI. To destroy corporate documents with disregard for the rules and procedures governing their preservation and maintenance in order to obstruct future inquiries or inspections.
CHAPTER FIVE - Penalties
Article 23. Any accusation proven to be false regarding misconduct shall be subject to disciplinary measures as set forth by Company regulations.
Article 24. Violators of this Code shall be subject to the disciplinary penalties provided for by Company regulations, as determined by the Conduct Evaluation Committee.
Article 25. Disciplinary measures may also be extended to immediate superiors and/or other hierarchical levels, should their negligence, carelessness or participation in the violation be demonstrated, as determined by the Conduct Evaluation Committee.
Article 26. Any person adopting retaliatory measures against any employee or manager who, in good faith, voices concerns or doubts regarding the enforcement of or compliance with this Code shall be subject to applicable penalties, as determined by the Conduct Evaluation Committee.
CHAPTER SIX - Conduct Evaluation Committee
Article 27. Doubts, ethical issues, and any related questions shall be submitted in writing, in a sealed envelope, to the Conduct Evaluation Committee.
Article 28. Cases not addressed by this Code or situations that may give rise to ethical questions shall be submitted in writing to the Company's Conduct Evaluation Committee.
Article 29: The Company's Conduct Evaluation Committee shall order audits every four months regarding the enforcement of and/or compliance with this Code.
Article 30. COPEL's Conduct Evaluation Committee shall abide by the rules set forth under regulation IAP 040301-2.
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