Corporate Governance
CTGI's proven track record of delivering strong financial and operational performance begins with our foundation of sound corporate governance. Our governance structure is inspired by international best practices in terms of independence, transparency, diversity and accountability, and permeates the various strategic and operational processes at all levels of the Company, ensuring effective and efficient management of activities in line with the Company's vision, mission and values.
Ethics is an essential guidance for the Company's business and daily activities. We have formulated Code of Ethics (hereinafter referred as "the Code"), which represents the pillars of our ethical culture and integrity. The Code embodies our fundamental values and commitment to ethical conduct as well as safeguards our company's integrity. It is the bedrock of how we build our business.
The Board of Directors is the highest governance body for integrity and ethics, complemented by the Audit and Risk Management Committee at governance level and Integrity & Ethics Office at executive level. Company-wide ethical principles and commitments are applicable to all activities, covering all business units and regional subsidiaries.
The Code of Ethics sets and enforces our expectations. Additionally, separate instructions and guidelines, such as Code of Conduct for Directors and Senior Management and Code of Business Conduct, have been created to address a wide range of topics, including anti-bribery, safeguarding of company assets, conflicts of interest, anti money laundering, and privacy protection, etc. The Code and related instructions are applicable to all employees, executive team members and directors of the Company, and guide all regional subsidiaries to develop their targeted norms based on their own development.
In the Year 2022, both the Board Directors and Executive Team Members of CTGI have signed the Commitment Letters, through which showing their firm determination in this aspect.
Aware of the importance of communication in this area, our efforts on implementing. The Code is supported by a comprehensive ethics training and communication. The related awareness and training materials of the Code and its instructions are provided in-person and online through communications, holding employees accountable for their behavior and helping them determine when and where to seek advice.
By providing everyone with clear responsibilities and the appropriate resources, we foster a zero-tolerance environment for legal and safety violations.
In addition, CTGI has a whistleblowing mechanism that enables employees and outsiders to raise ethics concerns that violate the Code. The whistleblowing mechanism include a helpline, a specific email address to contact, and designated Integrity & Ethics Office contact point where colleagues can go to provide feedback, access relevant information and raise related concerns. All reported cases are treated confidentially and anonymously and are handled promptly by the Supervision Office.
?Case: CTG Brasil's practice on ethics and compliance
A seamless and crystal-clear communication, legal compliance, and respect for ethics and integrity across its activities, are amongst CTG Brasil's Integrated Management System seven pillars. CTGI Brasil has a Compliance Program in place encompassing from senior management to operational levels, including suppliers and outsourced workers. The Program includes annual training and certifications for all team of professionals, also promoted the Compliance Week which, in 2022, focused on ESG issues.
To assure integrity across its value chain, CTG Brasil also relies on a Code of Ethics and Conduct for suppliers and contractors. In 2022, the Compliance Program also devised an automation solution to expedite and improve the reliability of entire due diligence grocess. Besides, CTG Brasil had a mandatory annual communication and training plan for its Code of Business Ethics and Business Conduct, which amongst other topics, includes the Company's anti-corruption provisions. In 2022, no cases of corruptions were reported to the Company.
CTG Brasil also promotes, every two years, a Confilict to Interests Campaign targeting all the professionals at the organization, wherein any conflict is analyzed, and if necessary, prevention or mitigation appropriate measures are adopted. In addition, the Board of Directors "advisory committees" members sign an instrument of investiture wherein they declare they neither hold positions in any entity that may be considered the Company's competitor, nor represent,interests conflicting with CTG Brasil's interests.
In CTG Brasil, an Ethics Line is established and provides 24/7 service for internal and external stakeholders, so that people have an open and permanent channel to address any behavior not compliant with prevailing laws and CTG Brasil's Code of Conduct, Besides registering occurrences, the efforts to disseminate the compliance culture, this channel also has been used for consultations on the aspects provided for in the Code of Conduct. The access to the Ethics Line can be made via corporate intranet, website or telephone.
