Professional Documents
Culture Documents
Conduct
Index
Message from the Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Relationship with Outside Groups. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Message from the Chief Executive Officer. . . . . . . . . . . . . . . . . . . . . . . . . . 6 Relationship with Business Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Disciplinary Measures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Use of Company’s Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Conflicts of Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Laws and Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Harassment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Anti-Corruption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Health, Safety and Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Money Laundering & Terrorist
Financing Prevention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Use of Alcohol and Drugs, Weapons Possession,
Sale of Goods and Inappropriate Content. . . . . . . . . . . . . . . . . . . . . . . . . . 36 Antitrust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Confidentiality of Privileged
and Strategic Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Declaration of Receipt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
2 3
Nexa is committed to running its business with the highest
standards of ethics and integrity and based on this
commitment, the Company has implemented a Compliance
Program that specifically details the conduct we expect
from all our employees and third parties when facing with
different situations.
Message from
whilst at the same time being aware of the consequences for
non-compliant acts.
the Board of
I would like to emphasize that one of the main pillars of this
Compliance Program is Nexa’s Code of Conduct, which is
essential for guiding activities and supporting the decisions
Directors
made at all levels in our Company. This document is guided by
the organization’s centenary values and is focused on our way
of acting internally and facing the different audiences with
whom we interact.
Message from We strongly recommend that you read and use the
Code of Conduct by applying its content to your daily
activities, especially when making decisions that can
the Chief
have professional and personal consequences. It is a
document that does not exhaust all the possibilities
and situations to be experienced, but it is a set of
Executive
principles that must guide our behavior.
It is important to note that if you face a situation that
Officer
is contrary to our Values and Beliefs, immediately
contact your immediate superior, the Compliance
and/or the Legal area or use the Ethics line and
report the case confidentially. This will contribute to
building an even better Nexa for you, our customers,
suppliers and society in general, for the present and
future generations.
Tito Martins
Chief Executive Officer
Values and Beliefs
Conduct Committee
Disciplinary
measures
8 9
VALUES
AND BELIEFS
Nexa’s Values and Such principles lie at the core of our identity, Nexa’s Beliefs are:
Beliefs permeate all guide our behavior, define our model of »» Cultivate Talent: We believe and trust in
Nexa’s actions and management and operation and inspire this Code people and this is why we invest time and
decisions as well of Conduct. resources in cultivating talent.
as its relationships We expect that you reflect upon Nexa’s Values
»» Meritocracy: We believe that people are
with its audiences, and Beliefs and effectively apply them to your
unique and deserve to be valued fairly
representing our way daily work routine.
and in accordance with their efforts
of being and of acting.
and contributions.
Nexa’s Values are:
»» Excellence: We believe that we can always
»» Solidity: See sustainable growth while
do more, better, overcoming challenges with
creating value.
discipline, humility and simplicity.
»» Ethics: Act responsibly and transparently.
»» Pragmatism: We believe it is essential to
»» Respect: Respect people and exhibit a dedicate our efforts to what is important,
willingness to learn. with objectivity and without losing sight of
»» Entrepreneurship: Grow with the courage to the big picture and of the future.
do, to innovate and to invest in new ideas »» Open Dialogue: We believe that an
and projects. environment of trust leads to open
»» Union: Together we are stronger. dialogue and space to speak and to be
heard, in which diversity of opinions create
better solutions.
»» Alliance: We believe that our success is
the fruit of what we have built together,
strengthened by genuine relationships and
alliances in which everyone wins.
»» Sense of Ownership: We believe in those
who take responsibility, who work with
passion and lead by example, celebrating
achievements and learning from mistakes.
10 11
ETHICAL
DILEMMAS
In our day-to-day As a general guideline, whenever this
activities, we all dilemma occurs, you should ask yourself the
can experience following questions:
ethical dilemmas.
Is the fact or decision in accordance with:
1. Applicable Laws and Regulations?
2. Nexa’s Values and Beliefs?
3. Nexa Policies and Procedures?
12 13
CODE OF
CONDUCT AND What we expect
from you
ITS APPLICATION We expect you to conduct
yourself and your activities in
compliance with the ethical EXAMPLE
Nexa’s Code of Conduct is inspired by our Values, our Beliefs and our
standards described in this Code.
commitment to the principles of integrity and ethics. I have questions about the
All employees, including our application of the concepts
This is an important guide for all area and Nexa’s Board of Directors. Senior Management, and Board of of the Code and whether my
Nexa’s employees, our stakeholders Suggestions for improvement Directors, must adhere to the Code, colleagues and managers
and business partners to shall be forwarded to Nexa’s and our business partners should will take seriously the issues
understand and act according to Compliance area. The Code of be encouraged to adopt similar it addresses.
the highest standards of conduct. Conduct is reviewed regularly to principles and standards. In Nexa, we aspire to the highest
This Code also refers to the proper ensure that it is up-to-date and standards of integrity, transparency
way to report suspicions or clear is achieving its purpose. Based on We expect that you will learn and and reliability. We are always
breaches of conduct, as well as acts the results of the review, it may be apply the guidelines of this Code as seeking to increase awareness
that are sanctioned by law. Thus, revised accordingly. well as the policies and procedures among our employees and all those
it is very important that you fully implemented by Nexa, as they with whom we do business. We
understand all the chapters of this Any material changes to this Code relate to your activities. maintain a structure that is ready
Code of Conduct. shall also be disclosed publicly to deal with these challenges,
by appropriate means, including We reject any form of punishment, and we expect our employees
Being a global company we are in Nexa’s documents filed with disciplinary or retaliatory action not to accept unethical acts or
subject to the laws and regulations or submitted to regulators, in made against any person who in those that violate applicable laws
of the countries in which we operate compliance with applicable laws good faith reports or assists in or Nexa’s rules, Values or Beliefs.
and where we list our securities and regulations of Brazil, Peru, dealing with any issue regarding We also encourage our employees
so the Code of Conduct helps us the United States, Canada and business conduct. If you witness and all those with whom we do
to integrate the considerations we Luxembourg and the rules of all or know of suspicious or unethical business to use this structure to
need to have when acting globally. self-regulatory organizations and behavior, you should inform your promote ethical behavior among
all securities exchanges on which superiors, the Human Resources their colleagues or to report any
The approval of this Code, as Nexa’s securities may be from time area or the Legal and/or Compliance potential violations through the
well as any updates is under the to time be listed and/or traded, as area, or report the fact using the appropriate channels.
responsibility of the Compliance well as on our website. Ethics Line.
14 15
ETHICS LINE
To identify, analyze and resolve any potential breaches of the Code of
Conduct, Nexa has an Ethics Line, which can be accessed by internal and
external parties. The Ethics Line can also be used to report any issues that go
beyond the Code of Conduct, including, for example, breaches of specific laws.
16 17
CONDUCT COMMITTEE
To promote the dissemination of the Code of Conduct, oversee the implementation
of disciplinary measures and ensure the ethical culture in all our businesses, Nexa
What we expect
has a Conduct Committee, made up by people prepared to handle issues related to from you
possible deviations of conduct, acts prohibited by law, and general integrity issues.
We expect that you will help promote
The Conduct Committee is an executive Accounting Officer or Controller (or any respect for, compliance with and
committee whose members include person who performs similar functions), improvement of our Code of Conduct.
Nexa’s CEO and those responsible as mentioned in the paragraph
for the Compliance, Legal, Human above, the Conduct Committee shall
Resources and other areas, as needed.
Knowing the mission and
report such a potential violation responsibilities of the Conduct
In any case involving any member of to the Investor Relations and Legal EXAMPLE
the Senior Management Team, the Committee and the practices and
teams for appropriate disclosure to I reported a compliance-
Conduct Committee will forward the attitudes required by this Code, you
regulatory authorities.
issue to the Audit Committee and the can help ensure that such practices are related concern through the
Board of Directors in order to ensure the followed and complied with. Ethics Line last month, but
In addition, all other complaints
independence of the process at all times. received by the Ethics Line are reported nothing happened. I also heard
to the Conduct Committee, which that there was a Conduct
To the extent that Nexa’s President is responsible for determining and Committee meeting, and I have
and Chief Executive Officer, Senior Vice ensuring the implementation of any not received any response from
President of Finance and Chief Financial necessary measures in response to a my report. I am disappointed
Officer, Principal Accounting Officer or breach; promoting the periodical review with the outcome. Why should
Controller (or any person who performs and update of the Code of Conduct; I continue to report possible
similar functions) receives a waiver that making administrative decisions in
would constitute a material departure
issues in the future?
cases involving serious breaches;
from a provision or procedure of the issuing recommendations in situations All reports and issues made
Code of Conduct, that waiver shall be involving potential conflicts of interest through the Ethics Line undergo
disclosed in compliance with applicable between related parties; and ensuring
laws and regulations of the countries an analysis process that searches
the existence and maintenance of
in which Nexa conducts its operations the Ethics Line as a permanent and
for all available data. Some cases
and the rules of all self-regulatory direct communications channel to the will take longer to investigate
organizations and all securities exchanges Conduct Committee. The Conduct than others. For privacy reasons,
on which Nexa’s securities may be from Committee will report to Nexa’s Audit
time to time be listed and/or traded. we will not keep you up to date
Committee and Board of Directors
regarding complaints that could about the exact outcome of an
In this way, if the Conduct Committee have a significant impact on Nexa’s issue raised. However, if you
receives any information concerning financial, legal, reputational or other
any action or other matter that would
consider that the subject was not
status. Depending on the facts and
constitute a material departure from properly addressed, you can get
the results of the investigation, some
a provision of the Code of Conduct cases may also be reported to the in touch again with the service to
by our President and Chief Executive corresponding authorities. check the progress of your issue.
Officer, Senior Vice President of Finance
and Chief Financial Officer, Principal
18 19
EXAMPLE
What we expect
from you I see that a series of
BREACHES
internal policies are not
fully complied with. I have
If you witness or know about any
discussed the issue with
breach of the Code of Conduct,
my superior; however, he
Of THE CODE
or Nexa’s Compliance Program in said that some actions
general or any other matter about are cultural traditions and
which you feel uncomfortable, you therefore, in Nexa, we do
should report the issues immediately not comply with these
to your direct superior. internal policies. Is this a
Failure to comply Each of us is responsible for complying with the breach of the Code?
with the Code is standards, policies and procedures articulated in If the breach involves your supervisor
Yes, internal policies
inappropriate and this Code. or you feel uncomfortable reporting
determine the roles and
viewed as a serious to him/her for any reason, you should
contact your unit manager or the responsibilities of individuals
issue that should be Breaches of Nexa’s standards, policies and in the activities they carry out.
Human Resources or Compliance or
reported and handled procedures and of the Code of Conduct are Failure to comply with a policy
Legal area. Remember that you may
and that could lead to not tolerated and are subject to punishment,
always directly access the Ethics Line. is a breach of the Code. If you
disciplinary measures. including termination of employment or In all cases, you will be expected to are aware of a policy that is
services. If a breach has occurred, the type cooperate with possible investigation not being complied with, and
of any disciplinary or corrective measure will into any reported breach. your superior is not interested
be determined by the Conduct Committee.
in helping you, you should
The corrective measures will depend on the Depending on the nature of the
report it to your unit manager,
severity of the breach and on other relevant complaint, an internal investigation
may be conducted by the appropriate the Human Resources,
circumstances. You should expect that breaches
team and in full compliance Compliance and/or Legal area
of laws will be forwarded to the proper
with established protocols or through the Ethics Line.
authorities if appropriate.
and procedures.
Leaders should inform, guide and prepare their
teams to implement and embody the standards,
policies and procedures of the organization, and
should set an example for their teams through
their own conduct.
20 21
DISCIPLINARY What we expect
MEASURES
EXAMPLE
from you A co-worker was dismissed
for a breach of an internal
If you believe that a particular policy policy but another employee
acted similarly and received
of Nexa has ceased to be effective,
Disciplinary measures The Conduct Committee is responsible for only a warning. How does
you should inform your immediate the Conduct Committee
may be applied reviewing any situation involving a breach of
superior and request a review of make its determinations?
in situations in the Code and, taking into consideration the
this standard, which should then be Was this a case of injustice?
which a behavior is severity of the breach as well as other relevant
reviewed by the competent area. The breach of any internal
not in accordance circumstances, determining the appropriate
with Nexa’s response which may include disciplinary policy is taken seriously at
If you cannot comply with a Nexa. The Conduct Committee
required standards. measures, including but not limited to:
standard for lack of infrastructure strives to have the same
or adequate resources, you should measures implemented for
1. Oral or written warning,
request guidance from your similar cases; however, each
2. Suspension,
superior. Then, he/she should case is handled individually,
3. Dismissal with or without just cause.
escalate the case to an appropriate according to the information
level of the organization, through provided and the conduct of
Please note that if the actions are not only
the Compliance, Legal and/or individuals in the past. Bear
violations to the Code, but also illegal, such
Internal Audit areas, for a solution. in mind that the recurrence
violations may also be reported to the
corresponding authorities. of undesired conduct could
People may engage in inappropriate lead to the imposition of more
or unacceptable behaviors if drastic or severe measures.
Disciplinary measures should be imposed as
they do not have complete
soon as possible after the conclusion of the
and up-to-date information
investigation, with the involvement of the Legal
about expected standards of
and Human Resources areas as well as the
conduct, do not understand that
Management of the area involved.
information or are under pressure
to complete an activity. We hope
that you understand what the
Code expects from you and that
you help people who might be
confused or lack understanding of
these expectations.
22 23
Internal Relationships
Relationship with
Shareholders
Conflicts of Interest
Employees Harassment
Confidentiality of
privileged and strategic
information
24 25
INTERNAL
RELATIONSHIPS
Nexa believes that a pleasant work environment, with competent people,
valued and engaged, enhances our outcomes. We aim for a diverse and
inclusive environment that values innovation and does not tolerate any
kind of disrespectful or discriminatory behaviors. We provide a respectful
and fair work environment, with opportunities for professional growth.
What we expect EXAMPLE
26 27
RELATIONSHIP WITH
SHAREHOLDERS
EXAMPLE
Any transaction with a related party, including our shareholders, should We are performing a bid for
be carried out with transparency, the consent of Management and always contracting environmental
under fair market and arms’ length conditions. professional consulting services
and one of the companies
See more about transactions with self-regulatory organizations and participating in the process
related parties in the chapter all securities exchanges on which has an officer with a family
addressing “Conflicts of Interest”. Nexa’s securities may be from time relationship with one of our
to time be listed and/or traded. shareholders. How should
Any communication with I proceed?
shareholders especially that In the performance of his or her
involving information concerning duties, each person is prohibited As long as the bidding process
Nexa’s performance, must be from knowingly misrepresenting is conducted in full accordance
transparent, impartial and timely. facts or causing others to with Nexa’s contracting policies
misrepresent facts about Nexa to and procedures, a company
More specifically, each person others, whether within or outside that has an officer with a family
involved directly or indirectly in Nexa, including the Company’s
relationship with one of our
preparing Nexa’s financial reports external auditors, shareholders,
and other public documents filed governmental regulators, and self- shareholders or with one of our
with or submitted to regulators, regulatory organizations. What we expect officers could participate in the
process and eventually be hired,
including SEC filings, should be
familiar and comply with the In addition, each person having from you if it is decided, following such
disclosure requirements applicable direct or supervisory authority policies and procedures, that it is
to Nexa as well as Nexa’s internal regarding Nexa’s financial reports Each person must comply with the best choice for Nexa.
disclosure controls and procedures. and other public documents filed the rules of the relationship
This will help ensure that Nexa’s with or submitted to regulators, It is also important to make sure
with shareholders, including that your supervisor and the
financial reports and other public including SEC filings, should, to
communications made to the Legal and Compliance areas know
documents filed with or submitted the extent appropriate within
to regulators comply in all material his or her area of responsibility, securities markets. about this situation so they can
respects with applicable laws and consult with other officers and double check that the contracting
regulations, including without employees of Nexa and take other
process is done in accordance
limitation the applicable laws appropriate steps regarding these
and regulations of Luxembourg, disclosures with the goal of making with Nexa’s contracting policies
Brazil, Peru, the United States, full, fair, accurate, timely, and and procedures.
and Canada, and the rules of all understandable disclosures.
28 29
What we expect
from you
CONFLICTS You must be able to recognize
30 31
HARASSMENT What we expect
from you
EXAMPLE
In our last area meeting, a
colleague of my team asked
a question, and our manager
Harassment This refers also to the creation of a hostile work We expect you to treat everyone said that this was the kind
refers to verbal or environment that interferes in the individual with respect and dignity, promoting of nonsense question that
physical conduct performance or affects the dignity and the a working environment free he would expect from that
that humiliates, working conditions of those involved. of harassment. colleague. This was not the
first time our manager has
discriminates,
behaved this way. Everyone
coerces, or threatens No harassment is tolerated whether derived Therefore, never behave in comments about this
employees, regardless from authority, sexual, moral or otherwise, or a manner that is offensive, behavior, but nobody feels
of hierarchical level. situations that feature disrespect, intimidation insulting, intimidating, malicious comfortable taking action.
or threat in the relationship between employees, or humiliating. Make no jokes or What should I do?
regardless of their hierarchical level. Also, Nexa comments about the race, ethnicity, In addition to being recurrent,
does not tolerate improper professional behavior religion, gender, sexual orientation, your manager’s attitude
including, but not limited to, inappropriate jokes, age, appearance or disability of a seems to make everyone
insults or insinuations, disrespectful treatment person. Never distribute or display uncomfortable, including
of subordinates, colleagues or any kind of offensive material, including photos your colleague. If you think
persecution of employees, customers, suppliers, or inappropriate drawings. Never it is appropriate, ask your
visitors, or others through explicit or disguised use Nexa systems, facilities, or colleague how he or she felt
threats or by exercising an arbitrary position of equipment to transmit offensive at that time, sharing with
power and/or authority. material internally or externally. him/her that you consider
this behavior inappropriate.
Encourage him/her to talk
to the manager or someone
about the manager in your
team hierarchy. If necessary,
recommend using one of the
channels of the Ethics Line.
32 33
HEALTH,
SAFETY AND What we expect
from you
ENVIRONMENT We expect you to identify,
assess and take steps to
control health and safety risks
The health and physical integrity of employees and the protection associated with your work
of the environment are priorities for Nexa, and are above any and the work of others you EXAMPLE
economic or production objectives. work with. In this respect, it In my day-to-day activities,
is imperative that you stop sometimes I see my colleagues
One of the most important With respect to safety, we must immediately any work that forget their safety equipment,
practices to be followed by all our always be vigilant and ensure seems unsafe. Be sure that even when working at
hazardous heights. I have
employees are those related to our personal health and physical everyone around you is wearing
explained my concern to my
the 12 Golden Rules that establish integrity and those of our co- the required personal protection immediate superior; however,
clear procedures for specific workers. It is very important that equipment and that you he thinks that requiring the
risk situations. Each one of us is each of us takes responsibility in know how to use it in case of use of such equipment is
responsible for knowing these rules the prevention of accidents in the any emergency. sometimes disproportionate.
as well as the policies, procedures workplace. Additionally, by taking What should I do?
and practices related to health, care of the physical integrity of our If you discover any conduct All safety procedures are
safety and environment and strictly facilities and technical equipment, that could result or has resulted necessary and should never
fulfilling them. You can find such we avoid possible risks of accidents. in actual or potential negative be compromised. You should
policies and procedures in Nexa’s environmental or community consider first stating your
internal management documents With respect to environment, we impact, immediately report concerns to your supervisor. If
system (“GQI”). should always look for a preventive the incident or conditions to you feel uncomfortable in doing
approach to environmental your supervisor, and, if it can so, or have not been successful in
We are transparent in handling all challenges, seeking constant be done without further risk, the attempt, you should discuss
information concerning the health, development of practices and stop any related work. You the issue with the leader of the
safety and the environment that technologies that do not harm should encourage our suppliers, area or business unit, or with the
could have a significant impact on the environment. It is part of partners and customers to Human Resources area. If the
our employees, the communities or our culture to seek preservation implement responsible practices problem remains unresolved,
the environment. opportunities, so we can provide to eliminate unsafe practices and contact the Ethics Line.
lasting environmental benefits. minimize environmental impacts.
34 35
USE OF ALCOHOL AND
DRUGS, WEAPONS
POSSESSION, SALE
OF GOODS AND
INAPPROPRIATE CONTENT
The ingestion of alcoholic beverages during business hours or
the performance of professional activity under the influence
of alcohol is forbidden.
What we expect EXAMPLE
The use of alcohol on Nexa’s No weapon is allowed in Nexa’s from you At the end of the year, a
series of celebrations are
premises is also forbidden. When facilities other than those carried
held between the work
applicable, the consumption of by the professionals expressly Do not offer or consume any teams, in addition to the
alcoholic beverages is restricted authorized and subject to alcoholic beverage or drugs in any year-end celebration.
to celebrations authorized by the local legislation. workplace. Never perform any work Can I drink alcohol in
responsible director, outside the when you are under the influence these celebrations?
work environment, always with The marketing and exchange of alcohol or drugs (illegal, legal or If you are returning after the
moderation and ensuring that the of private goods or services on prescribed). We expect that you celebration to a workplace
consumption will not influence any Nexa’s premises, as well as the inform your immediate supervisor or office, you must not
kind of behavior that will breach the exchange, storage or use of in case you are not feeling well and drink alcohol.
guidelines of this Code. obscene, pornographic, violent, safe to perform your work due to
discriminatory, racist, or defamatory the use of any drugs, even if they
The use or possession of drugs content that disrespects any are prescribed, and alcohol or if
is prohibited. Employees may not individual or entity are prohibited. your coworker is in such situation.
perform professional activities while
in an altered state that could affect Never carry, use or transfer drugs,
the safety and performance of the weapons, or illegal substances while
employee and/or his/her co-workers. on the premises of Nexa, its units
or offices.
36 37
CHILD OR What we expect
38 39
CONFIDENTIALITY
OF PRIVILEGED
AND STRATEGIC
INFORMATION What we expect
from you
EXAMPLE
I heard my manager talking
about the possible purchase
of a business that was not
You have the responsibility of planned, but it looks like a
The confidentiality and privacy of Nexa’s information as well as
preventing anyone accessing great opportunity. No one else
that of its employees, customers, suppliers and business partners
such information, redoubling talked about this. Can I tell my
should be respected. colleagues who are also working
the care of documents and
materials left on desks, in drawers at Nexa?
In some cases, the use of this Strategic or confidential information
information could even breach is not known by the market, and its and cabinets, or on unsecured This may be inside or privileged
domestic and international laws disclosure, whether motivated for electronic devices. information about Nexa that is
and regulations, especially if it is personal gain or even out of context not available to the public and
used for your financial benefit or for in a comment to a colleague, could If you have, because of your should not be shared with your co-
other personal benefits. affect the Company’s operations position or your responsibilities, workers. If you tell your colleagues
and for this reason is forbidden. access to strategic or confidential and they use this information for
Inside or privileged information is information, it shall not be any gain, financial or not, you and
material information on a company Examples of such information transferred to third parties your colleagues will be in breach
that normally is not available to includes personal data of Nexa’s (including family members and of the Code and related policies
the general public and must be employees, financial results, colleagues), and you should and procedures and could suffer
handled with the appropriate rigor acquisitions and sales, industrial not buy or sell securities or the consequences for misusing this
and confidentiality. secrets, investments and stocks of the Company based inside or privileged information.
related matters. on such strategic or confidential You should tell Compliance and/
information. For more information, or Legal areas what you heard
please consult Nexa’s Insider and ask for guidance on the
Trading and Disclosure policies, confidentiality of this information.
available at Nexa’s website.
40 41
Relationship with
business partners
Relationship community
Relationship with
suppliers
Gifts, entertainment,
and hospitality
Press
RELATIONSHIP
Every business partner should go environmental incident. The
through a due diligence process environmental consultant
before it begins working for or on contracted to work with us in
WITH BUSINESS
behalf of Nexa. The objective of negotiating with local officials
this process is to confirm relevant is doing a great job, but his
facts about the business partner’s fees seem to be higher than
PARTNERS
I expected, and he recently
reputation, experience, and past
asked for an advance. What
performance. In addition, following should I do?
the contracting policies and
You should be familiar with the
procedures (which are available
agreement that was negotiated
Nexa understands For this reason, our Code must also be a at Nexa’s GQI), the Supply Chain
through the Supply Chain area
the importance of its reference to our partners in carrying out their area should also make sure that
and ensure that the environmental
business partners in business with Nexa or on behalf of Nexa, the prospective business partner
consultant’s fees and methods and
its operations. Any where relevant. is competent and qualified to carry
means of payment are consistent
inappropriate conduct out the job for which it is being
with the terms of that agreement.
by our partners If you deal with our business partners on a contracted and that the requested
could have a negative regular basis, make sure they know and act in line compensation is appropriate. If you are aware of or suspect
impact on our image with the principles set forth herein. any misconduct in connection
and reputation In general, you should comply with with the advance request, you
and potentially Trade partners or business partners are all Nexa’s policies and procedures should ask the consultant why an
expose us to civil or those entities and individuals which Nexa related to business partners, advance is necessary and make
criminal liability or contracts directly or indirectly, including agents, including completion of the sure that the agreement has
other penalties. brokers, intermediaries, advisors, consultants, Supply Chain area’s risk-based the appropriate anti-corruption
representatives, travel agents, customs or visa due diligence process before clauses. You should also consult
agents, tax consultants, lawyers, attorneys in contracting. Once a relationship with the Compliance, Legal and
fact, accountants and lobbyists. with a business partner has been Supply Chain areas to ensure
established, you should continually that the agreement terms are
monitor and evaluate their competitive and to help you
performance, including carefully deal with this matter with the
checking invoices and reporting any environmental consultant.
suspicious or excessive charges.
44 45
RELATIONSHIP
WITH COMMUNITY
46 47
1) Government Representative: Includes any »» officer or employee of any government-owned,
»» officer or employee of any local or foreign govern- government-controlled company or entity or mixed
ment/state (whether at the national, state/provincial, economy companies regardless of the participation
or local level); and level of government control over the company;
»» public servants included in the administrative career, »» administrators and depositaries appointed by a public
belonging either to the Executive, Legislative or Judicial authority to guard goods or assets (even if they belong
RELATIONSHIP
branches, including judges, prosecutors, arbitrators, to private individuals) in the framework of a judicial or
members of administrative tribunals, judicial secretar- administrative proceeding;
ies, specialists, jurisdictional/administrative assistants, »» members of the military forces and police personnel;
witnesses, translators, interpreters or similar servers; »» officials appointed, elected or proclaimed by compe-
»» public officials or servants from autonomous constitu- tent authority to perform activities or functions in the
WITH GOVERNMENT
tional organizations; name or service of the government/State or its bodies
»» persons who hold political offices or positions of trust, or entities.
including persons that come from a popular election; »» candidate for public office;
»» persons who, regardless of their work regime, have »» political party;
a labour or contractual relationship of any kind with »» political party official;
State or government entities or bodies; »» anyone, whether a private person or otherwise, acting
»» officer or employee of any international public in an official, administrative, judicial, or legislative
organization (e.g., the United Nations, World Bank, or capacity on behalf of any of the above or of any
Any formal relationship with a governmental entity, including municipal, state and International Monetary Fund, etc.); government entity;
»» officer or employee of any department, agency, »» whether or not such person purports to act in a
federal agencies, or an employee thereof should always be established in writing or instrumentality of any government, including private capacity or serves in his/her capacity with-
ambassadors, officials or employees of departments/ out compensation.
and in accordance with Nexa’s Anti-Corruption Policy. The Legal Area can provide agencies such as customs, immigration, environment,
additional guidance on such relationships. mines, energy and other regulatory agencies or of any
public international organization;
48 49
POLITICAL
PARTICIPATION
AND DONATIONS
In relation to political Nexa will not make any political donations or
donations, employees participate in its corporate capacity in any
are forbidden political activity. Nexa respects the individual
from making any rights of employees to engage in civic affairs and
contribution in cash, participate in political processes. However, such
goods or services to participation should occur during employee’s free
political campaigns time and at his/her expense. In this situation, the
or causes on behalf employee should make clear that any statements What we expect EXAMPLE
of Nexa. made or public positions taken are done so from you There is a political event near
our unit and the organizers
in a personal capacity and do not necessarily
asked us if a booth could be set
reflect the opinion or position of the Company. Never use or allow the use of any up in an area belonging to Nexa.
It is strictly prohibited to use Nexa resources, of Nexa’s goods or resources for We will not support the event in
space or image of Nexa to advance any personal any political campaign, political any other way, just let them set
political or policy interests. party, political candidate, elected up the booth in our area. Could
we do this?
government official or any
organization affiliated thereto. No, we will not use our assets
Never use your position in Nexa to or resources for campaigns or
try to influence another person to political activities. You shall
make contributions or to support inform the party that they will
any politician or political party. need to find an alternative site
for the event. If you do not
feel comfortable rejecting their
request, bring it to your supervisor
for him/her to handle or escalate,
as appropriate.
50 51
RELATIONSHIP What we expect EXAMPLE
52 53
What we expect items, so the gift has been passed
54 55
PRESS
Contacts with the Contact with media professionals should not be
press will be carried treated, under any circumstances, as a business
out exclusively relationship, and therefore it does not involve
by designated favors or payments of any kind.
spokespersons.
It is forbidden Nexa adopts a clear and objective position in
for unauthorized disseminating information and seeks to meet
employees to contact the interests of the parties involved. Employees
the press or speak to should not disclose confidential or untrue
the press on behalf information in the press.
of Nexa.
For more information, please consult Nexa’s
Disclosure Policy, available at Nexa’s website.
What we expect EXAMPLE
56 57
IMAGE AND
REPUTATION
The building and Therefore, our actions, in and out of Nexa,
strengthening of the should always be in line with Nexa’s Values
image and reputation and Beliefs.
of Nexa is also
carried out through Participation in social media and networks What we expect EXAMPLE
our dialogue and
behavior with the
should also comply with Nexa’s Values and
Beliefs. Thus, the Nexa name may be linked to
from you I was invited to speak at an event
as a representative of Nexa.
stakeholders with personal postings on social networks and similar I have never lectured before. How
In lectures and participation in should I proceed?
whom we interact. platforms, provided that this will not compromise
seminars and other public events,
our image and reputation. Such postings Whenever you are called to
the secrecy of confidential
must not relate to any repudiated conduct by represent Nexa, you should
information about Nexa and
the Company or contain any confidential or inform your supervisor to decide
its business should be strictly
inside information. whether you will attend the event.
respected. Both participation
If you are authorized, look for the
and exhibition at events and
As a Nexa employee, you should be mindful of Communications area to help you
the topics to be discussed must
your conduct in public places, whether in the make sure that the message you
be previously approved by your
circumstances of your professional activity or in will convey is the most appropriate.
supervisor, unit manager and/or the
situations of your private life, acting prudently Even while you may be the best
Communications area.
and respectfully, and not putting the company or person to structure the technical
your own career at risk. aspects of your presentation, the
Communications area will assist you
in using the logo, the image and the
message we seek to transmit.
58 59
Use of
Company’s Company assets
Resources
Information security
Intellectual
property rights and
confidentiality
60 61
COMPANY What we expect
ASSETS
from you
It is your responsibility to adequately
use and protect the assets and
resources of Nexa, with the proper
care and handling.
Nexa’s assets, No kind of software and programs should be
equipment and copied from or installed on Nexa‘s computers
facilities should be without the prior authorization of the IT area.
used exclusively in the EXAMPLE
Company’s operations All forms of physical and intangible assets are Our unit has a junk pile for
and should not be included therein, such as inventory, facilities, disposal which is becoming
used for private information technology (IT) and intellectual increasingly larger and all
items will be destroyed
purposes, except in property, as well as the Company’s data
soon. Can I sell it to a
specific situations and information. local junkyard?
defined and approved
Even if the items are products
by the Company. Everyone has the obligation to protect the
for disposal, they are still
Company’s assets and use them for their
owned by Nexa and should
intended purposes.
not be removed without
proper authorization.
We must always be vigilant and take measures to
If you believe that there is
prevent the theft, misappropriation, damage and
a viable option for the sale
misuse of any property of Nexa. This includes
of these products, propose
not allowing physical assets to be destroyed,
the solution and the total
disposed of, sold, loaned or donated without the
cost to your supervisor for
proper approvals. The same is true for intangible
further analysis.
assets which should not be supplied externally
without proper approvals.
62 63
INFORMATION
SECURITY
Information should be handled with appropriate diligence
and confidentiality.
64 65
INTELLECTUAL
PROPERTY RIGHTS AND
CONFIDENTIALITY
Everyone is Intellectual property includes trademarks,
responsible for patents, industrial designs, domain names,
treating information copyrights, innovations, improvements,
about intellectual processes or products, designs or models,
property that they financial, business or market information, ideas,
have access to as a knowledge or any other non-material activity
result of their work developed by Nexa or its contractors, among
with care and in a other items that would benefit a competitor if
confidential manner. they had such knowledge.
EXAMPLE
What we expect
from you I would like to use the logo of
Nexa on a social media site for
students that will be registered
Never accept or use confidential
in my name. Can this be done?
information from another person.
Remember that the knowledge and Our brand is an important part of
information acquired during your our reputation and needs to be
work at the Company is still owned protected. If you wish to use the
by the Company, even after your logo, request authorization from
departure; therefore, it should not the Communications area.
be exposed.
66 67
Laws and Anti-Corruption
Antitrust
Insider Trading
68 69
What we expect EXAMPLE
70 71
Money Laundering &
Terrorist Financing
Prevention What we expect
from you
EXAMPLE
Last night, I saw in the news
that a supplier of Nexa is being
investigated by the Department
Money laundering The financing of terrorism is secret support, You should report suspicious of Justice in connection with
refers to the process financial or not, directly or indirectly, to terrorist activities and advise others against money laundering and terrorist
by which the proceeds organizations or people who promote or are money laundering and terrorism financing. Considering that this
financing. You should also read and supplier has already been hired,
from a criminal involved in these activities. Financing of terrorism
what should I do?
activity are disguised is any form of economic action, assistance or understand your responsibilities
You should contact the Legal,
to conceal their mediation that offers assistance and resources under Nexa’s Money Laundering
Compliance and/or the Supply
illicit origins. of any kind to support the activities of terrorist and Terrorism Financing Prevention
Chain areas, and they will carry
elements or groups. Policy and Manual, so you can help out the corresponding analyses
mitigate and monitor actions that in accordance with Nexa’s
In order to prevent money laundering and could result in money laundering procedures. Every Nexa supplier
financing of terrorism, Nexa has adopted and risks. If you identify an improper is reviewed for money laundering
implemented controls and procedures necessary practice, use existing channels and terrorist financing risks, before
to timely detect suspicious transactions, to to report to (your superior, the and during the hiring process and
Compliance or Legal area or the at least once a year thereafter
assess relevant risks and to properly scrutinize
in order to avoid any potential
third parties with which it engages in its Ethics Line).
reputational risk for Nexa, in
economic activities, according to applicable laws accordance with Nexa’s policies
and regulations. Moreover, Nexa regularly reviews For additional information and and procedures.
these controls and procedures to identify any guidance, please consult Nexa’s Based on the results of the
opportunities for improvement. Money Laundering and Terrorism analysis, the appropriate response
Financing Prevention Policy and will be determined which could
Manual available at Nexa’s website. include the termination of the
contract with the supplier.
72 73
ANTITRUST What we expect EXAMPLE
74 75
INSIDER TRADING
As a publicly-held These securities laws have rules that prohibit the
company, Nexa trading of a company’s securities by those who
and its directors, hold non-public material information about Nexa.
officers, employees,
consultants and The guidelines established in the Insider Trading
subcontractors and Policy and the Disclosure Policy are designed to
its subsidiaries, protect Nexa and those to whom these policies
wherever they are apply, preventing improper transactions and the EXAMPLE
located, are subject appearance of improper transactions of Nexa’s
What we expect
to securities laws securities. You must comply with the Insider from you I work in Nexa and my husband
wants to buy Nexa’s shares. I
concerning the Trading Policy and the Disclosure Policy and the have shared some information
handling of material, securities laws of Brazil, Peru, Canada, the United You should be aware of the laws about the company with him in
non-public States and other jurisdictions governing the relating to insider trading. You the past. Can he buy the shares?
information and trading and, where applicable, the reporting of are personally responsible to No. You are not supposed to
the trading of trading of Nexa’s securities. ensure that if you intend to trade share any information of the
Nexa’s and other Nexa’s securities or securities Company with him and if you
companies’ securities. For more information, please consult Nexa’s of companies with which we do have, he shouldn’t use this
Insider Trading Policy and the Disclosure Policy, business, you comply with the information to obtain a personal
available at Nexa’s website. provisions of the Insider Trading gain, intentionally or not. This is
Policy and the Disclosure Policy and considered to be “tipping” and is
all applicable laws regarding the use not only unethical but also illegal.
of privileged information. We encourage you again to adopt
all the principles included in the
Code of Conduct and always act
in accordance with them. If you
have any doubts regarding this
document or any additional topic,
please contact the Compliance
and/or the Legal areas.
76 77
Declaration
of Receipt
We encourage you again to adopt all the I declare that I have received Nexa’s Code of Conduct on this date.
principles included in the Code of Conduct and I am aware that this Code brings together the Values, Beliefs and
always act in accordance with them. If you have guidelines that should be considered during my work activities,
any doubts regarding this document or any in order to maintain and constantly raise my commitment to the
additional topic, please contact the Compliance organization’s ethical standards.
and/or the Legal areas.
Name
Area / Unit
Date
78 79