Code of Ethics and Business Conduct

1. Applicability

2. Principles and values

3. Conduct Guidelines:

3.1. Discriminatory actions
3.2. Use of alcohol, drugs, and weapons
3.3. Relationship with business partners
3.4. Receiving/offering gifts
3.5. Fraud, bribery, and corruption
3.6. Relationship with public authorities and government agencies
3.7. Relationship with Shareholders and Investors
3.8. Relationship with the press
3.9. Social responsibility
3.10. Environment
3.11. Health and safety
3.12. Freedom of association
3.13. Use of assets
3.14. Use of information/confidentiality
3.15. Parallel activities
3.16. Activities not in the company’s interests and business
3.17. Relatives/affective relationship
3.18. Potentially conflicting situations

4. Reporting channel

5. Management of the Code of Ethics and Business Conduct

6. Advisory bodies

7. Miscellaneous

8. Words of the CEO

9. Conflict of interest statement/Acceptance statement


1.1. The rules contained in this Code of Ethics and Business Conduct, as well as the other policies and rules of Romi S.A. and its subsidiaries (“Romi” or “Company”), as well as the laws and regulations of where we operate, must be understood and respected by Employees, Members of Management, Committees and the Fiscal Committee, Interns, Young Apprentices, Suppliers, Service Providers, and any third party acting on behalf of Romi (“Employees”).


2.1. The Company seeks the highest standards of integrity, transparency and trust in all its businesses and relationships and is guided by a set of ethical and moral values. All Employees are responsible for disseminating these values which must therefore guide the Company’s business.

2.2. Romi’s fundamental principles and values are:

a) Respect: actions based on respect for people and the environment, with social responsibility towards the community in which it operates, considering the rules and laws in force.

b) Honesty: create and maintain relationships in an honest, impartial manner, without omitting data/facts, always based on truth and moral integrity.

c) Focus on Client: ensure Clients’ satisfaction by developing and providing quality products and services that meet their requirements.

d) Quality: seek excellence in execution, having a high degree of performance with a commitment to delivering safe products and services, with quality and high technology, always seeking continuous improvement.

e) Focus on results: seek to continuously generate results, valuing the delivery of results with consistency, quality, and within the agreed deadlines.

f) Professional development: provide employee development, offering opportunities based on personal effort, merit, performance, and goals.


a) The conduct below are mutual commitments, established between the Company and its Employees, that seek to guide professional practices or even clarify situations that may generate conflicts in Romi’s internal and external relations.

b) The selected topics, which certainly do not exhaust all situations, were considered priority inclusions in the Company’s Code of Ethics and Business Conduct, in order to contribute to its ethical and sustainable management.

3.1. Discriminatory actions

3.1.1. The following practices by any Romi Employee are not tolerated:

a) Any conduct that can be characterized as discriminatory based on race, nationality, color, gender, sexual orientation, language, special needs, religious belief, or political conviction, social origin, or any another condition;

b) Any conduct that can be characterized as moral or sexual harassment, offense, hostility, exposure to ridicule, intimidation, or humiliation;

c) Any type of political propaganda or religious demonstration, on Romi’s premises or abroad, on behalf of the Company.

3.2. Use of alcohol, drugs, and weapons

a) Romi does not allow anyone to enter, carry, consume or remain under the influence of alcohol or illegal drugs, on its premises or outside, on behalf of the Company.

b) The use of cigarettes or similar, including electronic, is not recommended, being prohibited indoors, pursuant to the law.

c) The carrying and holding of weapons on the Company’s premises is not permitted, except for legally qualified professionals and expressly authorized by management.

3.3. Relationship with business partners

3.3.1. All relationships with Romi’s business partners, such as Clients, Suppliers, and Service Providers, must be based on technical and transparent criteria, conducted in an ethical and respectful manner, promoting a lasting and trusting relationship, acting in accordance with corporate purposes.

3.3.2. Employees who have a family relationship or personal interest with any of Romi’s business partners cannot participate in any decision-making process of the Company or use the prerogatives of their position or power of influence when conducting matters related to that partner.

3.3.3. The use of Romi’s name to buy goods, contract services, obtain loans, privately or for third parties, benefiting from credit or special discounts granted to the Company, will be considered as conflicting with Romi’s interests.

3.3.4. The receipt of benefits, such as payments, gifts, loans, entertainment, travel, employment for relatives and favors of any nature, from individuals or legal entities that are current or potential business partners of the Company will be considered as conflicting with Romi’s interests.

3.3.5. Employees acting on behalf of Romi (“Internal Employees”), who have any type of relationship, including kinship, with people commercially linked to Romi, whether Suppliers, Investors, or Partners, must communicate to the Company, through Internal Audit, and declare such a relationship, provided that these internal Employees have a power of influence as a result of their activities at the Company.

3.4. Receiving/offering gifts

3.4.1. The practice of exchanging gifts and services must be conducted with caution and transparency so that it does not influence or appears to influence business decisions.

3.4.2. The receipt or offer of non-monetary gifts, with a market value equivalent to up to 50 U.S. Dollars, for each calendar year, shall not be considered a conflict of interest. Gift or services that exceed this amount must be returned or, if impossible, forwarded to the Manager, who will decide on their final destination.

3.5. Fraud, bribery, and corruption

3.5.1. Romi has an Anti-Corruption and Bribery Policy available on the Romi S.A.’s website.

3.6. Relationship with public authorities and government agencies

3.6.1. The relationship with a direct or indirect government agent or official is provided for in the Company’s Anti-Corruption and Bribery Policy.

3.7. Relationship with Shareholders and Investors

3.7.1. The Company’s relationship with Romi S.A.’s shareholders and investors must be based on precise, transparent, isonomic, and timely communication of relevant information that allows them to monitor the Company’s activities and performance in compliance with the applicable legal procedures.

3.7.2. The relationship with Romi S.A.’s shareholders and investors can only be fostered through the Investor Relations Officer and/or the Chief Executive Officer and, in specific situations, by duly authorized Internal Employees, in accordance with the Company’s policies, controls, and procedures.

3.8. Relationship with the press

3.8.1. The Company’s relationship with the press must be carried out only by authorized internal employees, respecting the limits of the Romi S.A.’s disclosure policy, available on its website.

3.8.2. Information that may be of special interest to Romi S.A.’s shareholders can only be disclosed to the market by its Investor Relations Officer and/or the Chief Executive Officer.

3.9. Social responsibility

3.9.1. It is Romi’s principle to act with social responsibility towards the communities in which it operates, in addition to its Employees establishing a good relationship, respecting the interests of these communities and the country, contributing to their development. In this sense, Romi S.A.’s has a Social Investment Policy, available on its website.

3.9.2. Romi complies with labor laws in all countries and regions in which it operates, supporting fundamental human rights for all peoples.

3.9.3. Romi does not approve all forms of child and slave labor, as well as human trafficking and commercial exploitation, including sexual exploitation of men, women and children, and is fully committed in all markets in which it operates to protect individuals from all forms of abuse and exploitation.

3.10. Environment

3.10.1. Employees must, in the exercise of their duties, be committed to the preservation of the environment and the adoption of actions that seek to improve the quality of life of human beings.

3.10.2. All Romi’s businesses must be conducted in full compliance with environmental legislation, with a view to improving its operational processes, within the concept of sustainable development.

3.11. Health and safety

3.11.1. Romi ensures health and safety at work in its activities and in work relationships. Employees must respect the safety and health policies and standards directed at each area and role.

3.11.2. Internal employees who identify any situation that threatens their own physical integrity, or that of colleagues or third parties, in the work environment, must immediately inform it to the Manager.

3.12. Freedom of association

3.12.1. Romi recognizes and respects the right to free association, including in unions, associations, class entities, political parties or any other constituted entities, provided it is exercised with responsibility and ethics, within the legal limits.

3.13. Use of assets

3.13.1. Employees are responsible for preserving and applying care when dealing with the Company’s resources and assets, whether financial, material or intellectual, furniture, equipment or infrastructure, and must ensure the cleanliness and organization of their workplace and the conservation of materials and resources made available to carry out its activities, avoiding waste and unnecessary expenses.

3.13.2. The assets cannot be used to obtain personal advantages or provided to third parties, for any purpose, except for the contractual provisions executed in accordance with the internal rules.

3.14. Use of information/confidentiality

3.14.1. Employees must, in their actions inside and outside the corporate environment, protect the Company’s intellectual property, which includes its brands, patents, other intangible assets, technology and other information. Therefore, they may not misuse or disclose to third parties any information considered confidential by the Company, including, but not limited to, administrative procedures, information on internal Employees, Suppliers, and Customers, including inactive ones, engineering projects, commercial and financial information, corporate acts, contracts, processes and other information deemed “confidential,” using them for the sole purpose of assisting Romi in carrying out its activities. Exceptionally, such information may be disclosed upon the express authorization of the Manager.

3.14.2. Employees who have information that is not known to the public (inside information) and that may influence the value of the Romi S.A.’s shares cannot buy or sell such shares and must comply with its Trading Policy.

3.15. Parallel activities

3.15.1. Romi’s employees are prohibited from engaging in professional activities outside the contractual relationship with the Company, whether paid or not, in situations of conflict of interest, such as those that:

a) compete, directly or indirectly, with the Company’s activities or interests;
b) are related to the Company’s current or potential business partners in any way;
c) use Company resources and are exercised during the workday;
d) impair the efficient performance of their activities at Romi; and
e) violate this Code.

3.16. Activities not in the company’s interests and business

3.16.1. Employees are prohibited from exercising activities not in Romi’s interests and business, whether paid or unpaid, on their premises, such as:

a) selling, advertising and publicizing products, services and activities of a commercial, religious, political, class nature, and gaming practices in general;

b) circulating lists for fundraising for any purpose, except with the approval of the Manager;

c) posting or distributing posters and/or written communications not related to the Company’s business, except with the approval of the Manager;

d) circulating petitions for any purpose;

e) using the Company’s address to receive private correspondence.

3.17. Relatives/affective relationship

3.17.1. Internal Employees are prohibited from having their family members work in a direct or indirect reporting position in the same department.

3.17.2. For the purposes of this Code, the following are considered family members: spouse, partner, boyfriend, girlfriend, father, mother, stepfather, stepmother, son, daughter, stepson, stepdaughter, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, sister-in-law, grandfather, grandmother, grandson, granddaughter, uncle, aunt, nephew, brother or sister’s parent-in-law, cousin, among others.

3.17.3. Employees are prohibited from influencing or participating in recruitment and selection, promotion, evaluation, and transfer decisions involving a family member.

3.18. Potentially conflicting situations

3.18.1. Any and all personal situations, existing or intended to be developed, that could potentially be characterized as a conflict of interest, must be disclosed to the Company by the Employee.

3.18.2. The Company will approach the matter appropriately.

3.18.3. In the event of a potential conflict of interest, the potentially conflicting Employee may not be involved in the handling of the matter, provided that, if he/she is a Manager, he/she must refrain from deciding on the matter.


4.1. Romi’s Employees who become aware of any situations, acts, facts or practices that violate the provisions of this Code, in the policies, legislation or regulations applicable to the Company, must communicate them through the Company’s Wistleblowing System, available on Romi’s website.

4.2. Romi’s Wistleblowing System enables transparent and anonymous communication and ensures impartial and confidential treatment. The reports made on the channel will be analyzed by the Romi S.A.’s Internal Audit and the Executive Ethics Committee, which will treat each case appropriately, guaranteeing the confidentiality and preserving the reporter’s identity, with no retaliation of any kind being allowed.


5.1. Employees are responsible for applying and complying with the rules contained in this Code of Ethics and Business Conduct and must ensure that they are observed.

5.2. Violations of this Code and other Romi policies and rules subject violators to consequences, including verbal or written warning, suspension, dismissal with or without cause, notification, and even contractual termination for legal entities.

5.3. Disciplinary measures will be applied considering the type of violation and its seriousness.


6.1. The Internal Audit, Legal and Compliance Department, and Executive Ethics Committee of Romi S.A.

6.2. The Manager jointly with the Romi S.A.’s Internal Audit are responsible for monitoring compliance with the Code of Ethics and Business Conduct, ensuring the functioning of the Wistleblowing System, as well as receiving and dealing with reports, with the Executive Ethics Committee, with confidentiality and anonymity guaranteed, when applicable.

6.3. The Romi S.A.’s Legal and Compliance Department will be responsible for proposing, together with the Internal Audit, to the Executive Ethics Committee, recommendations for improving the Code of Ethics and Business Conduct, aiming at permanent updating. The Committee, in turn, may submit such changes to the Board of Directors for deliberation.

6.4. The Committee is responsible for establishing, impartially, criteria for the treatment of situations not provided for in the Code, resolving controversial situations, resolving ethical dilemmas, and guaranteeing uniformity of the criteria used to resolve similar cases.


7.1. Romi reserves the right to amend and review any policies and rules in force without prior notice, without necessarily making changes to the Code.

7.2. If the content of this Code conflicts with any national laws of the countries in which Romi operates, it must be understood that the legal requirements prevail over the requirements contained in this Code.

7.3. From time to time, the Company’s employees will be trained on the Code of Ethics and Business Conduct and its compliance.


Romi S.A. and its subsidiaries seek the highest standards of integrity, transparency and trust in all its businesses and relationships and are guided by a set of ethical and moral values. All of Romi’s directors, executive officers and employees are responsible for disseminating these values, which must, therefore, guide the Company’s business.

The use of these ethical and moral standards, in the exercise of its business activities, ensures the Company’s credibility with the various audiences and agents with which it relates.

Romi’s reputation is built on our attitudes and the decisions we make daily. Therefore, our actions must always be in line with our Code of Ethics and Conduct, as well as with the Company’s values. Remember: caring for Romi’s reputation and integrity is the responsibility of us all.


Luiz Cassiano Rando Rosolen
Chief Executive Officer