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BTG Pactual Integrity Program

Throughout its almost 35 years of existence, the BTG Pactual Group (BTG Pactual) has continuously improved its partnership model and corporate governance processes with the objective of establishing and maintaining the highest standard of ethical and professional behavior to be observed by all our Staff Members (including members of the Board of Directors, directors, partners, permanent and temporary employees, trainees, consultants and contractors) whenever they interact with each other, with Clients, with Counterparties and any third parties related to BTG Pactual.

In 2016, Nelson Jobim joined BTG Pactual as responsible for Institutional Relations and Compliance Policies. As a result, the Legal and Compliance functions were segregated into two distinct areas, and Mariana Cardoso, partner of BTG Pactual, became the new Global Chief Compliance Officer, as well as the responsible Director for prevetion to Money Laudering, Corruption and the Terrorism Financing ("AML").

We also created the Compliance Committee, of which I am a member and reports directly to the Board of Directors of BTG Pactual, with the purpose of advising the Board in the performance of your duties related to the adoption of strategies, policies and measures aimed at disseminating the Compliance culture, risk mitigation and compliance with the standards applicable to BTG Pactual.

All Compliance matters, including AML, will be discussed within the Compliance Committee, which meets monthly and whenever necessary, with the following main responsibilities:

  • Formulate the Compliance Risk management strategies, supervising the development and implementation of the program;
  • Examine situations that expose the Group to Compliance Risks;
  • Examine the annual budget for the Compliance area;
  • Approve the annual work plan;
  • Receive and analyze the quartely Compliance reports, as well as those issued by the Regulatory Agencies and Internal and External Audits;
  • Approve and disseminate our global Compliance policies;
  • Promote investigations related to the complaints involving counselers and/or directors of the instituion;
  • Analyze other matters related to the area, as delegated by the Board of Directors; and
  • Position the Board of Directors on the Committee’s activities.

Are permanent members of the Compliance Committee:

  • Marcelo Kalim – President of the Board of Directors.
  • Roberto Sallouti – President of the BTG Pactual Group and member of the Board of Directors.
  • Nelson Jobim – Director for Institutional Relations and Compliance Policies and member of the Board of Directors.
  • Claudio Galeazzi – Independent Member of the Board of Directors.
  • Mariana Cardoso – Global Chief Compliance Office and AML Director.
  • Bruno Duque – Legal Director.

Permanent and eventual guests (according to the theme) may also participate in the Committee.

We have an area dedicated to Compliance, that advises the Board of Directors and the Compliance Committee in the implementation of our Integrity Program, focusing on the following principles:

  • Involvement of the Board, including the Board of Directors.
  • Guidelines for Conduct with Internal Audiences: Code of Ethics / Conduct and Compliance Policies
  • Guidelines for Conduct with external audiences: Integrity standards for third parties: suppliers, service providers, business partners, intermediary agents etc.
  • Education and Communication: Periodic training and communication actions.
  • Risk Analysis: Corporate Risk Management Guidelines and Practices.
  • Accounting records: The quality of the accounting and tax accounting system.
  • Internal Controls: The quality of monitoring and compliance with the guidelines and practices.
  • Practices to Combat Illicit Acts: The quality of specific practices to prevent and combat illicit activities within the scope of the company's activities, operations and business.
  • Management of the Compliance Program: Management structure and resources for the Program.
  • Whistleblowing Channel: Quality of the channel and its processes.
  • Disciplinary Measures: Quality, timeliness, universality and impartiality of the application of disciplinary sanctions.
  • Practices of Containment of Irregularities or Infractions Detected: Practices of interruption of detected irregularities and infractions and of the remediation of the damages generated.
  • Política para a Contratação de Intermediários com a Administração Pública: Diretrizes e Práticas de contratação e monitoramento de Terceiros.
  • Due Diligences – M&A and Third Parties: Quality of procedures in mergers, acquisitions, corporate restructuring and third party relationships.
  • Monitoring of Compliance Program: Quality of evaluation processes and continuous improvement of the Compliance Program.
  • Contribution Policy for Political Agents: The transparency of the company regarding donations and support for candidates and political parties.

All BTG Pactual global policies are available to our employees via the intranet, in Portuguese, English and Spanish. Our employees receive training (electronic and / or on site) and sign knowledge terms regarding the Code of Business Principles and Ethics, the Compliance Manual and the main internal policies.

BTG Pactual encourages its employees, as well as any third parties, to report any behavior or suspicion of criminal and / or fraudulent action of which they are aware. For this, we offer direct, secure, confidential and independent channels. Internal and external complaint channels may be used by anyone without the obligation to identify themselves. Anonymous reports are of equal importance and treated in the same way as those of identified source. Good faith whistleblowers are protected by BTG Pactual and any type of retaliation is strictly prohibited.

Our commitment to continuous improvement of corporate governance processes and the partnership model brings us the certainty that we will continue to achieve our business objectives while preserving and enhancing the image and reputation of BTG Pactual. By applying the principles of our Integrity Program to our daily actions, we guarantee the success and sustainability of one of the largest investment banks in Latin America.

Roberto Sallouti
CEO

Deep global regulatory knowledge with on the ground compliance expertise

BTG Pactual Integrity Program

Governance

In addition to being guided by the highest ethical standards and our own strict in-house compliance rules, we also adhere to international-standard governance procedures.

  • We proactively cooperate with authorities and regulators to achieve and maintain optimal standards of risk management, respect and transparency;
  • We periodically review policies and procedures, and offer internal training that reflects legal and regulatory requirements;
  • We perform the required diligence and monitoring ("Know Your Client") procedures;
  • We cultivate best financial industry practices, complying with the laws and regulations of the various jurisdictions where BTG Pactual does business.

Whistleblowing Channel

Safe and direct channel for Staff Members and/or third parties to report knowledge or suspicion of any breach of laws, rules or regulations related to BTG Pactual’s business or internal activities (e.g.: fraud; corruption; money laundering; improper and/or unethical conduct; discrimination; sexual harassment etc.). It constitutes an important detection tool, providing valuable contribution towards the enforcement of compliance with laws, rules and regulations. Distinct channel(s) will be provided for the same purpose to be used by the public in general.

Compliance Risk Escalation

The BTG Pactual group has a process to monitor, classify and resolve any Compliance issue or policies breaches committed by any staff member. In these cases the staff member will receive a letter of education or reprimand, according to the risk classification of the violation.

Anti-bribey and Anti-corruption

Money laundering is a criminal offense that can be explained as the result of making revenues derived from criminal activities appear as if they came from legitimate business activities. Facilitating money laundering activities and/or negligence/deliberate failure to detect/report suspicious activities to competent authorities are treated as a criminal offense in most jurisdictions.

Staff Members must not knowingly initiate or be party to any money laundering scheme. Any Staff Member will be considered to have been party to such scheme if it is evident that he/she knew or ought to have known of the activity. Suspicious money laundering situations must be reported internally to the Anti-Money Laundering (“AML”) Compliance Officer.

Staff Members should exercise the principle of “Know your Client” (“KYC”) at all times. You must follow the account opening procedures in your business area which require the provision of information so that that the Bank has records of with whom it is dealing. Proper Client identification should be carried out before initiating a financial relationship. Staff Members should clarify the economic background and purpose of any transaction where the form or amount appears unusual in relation to the Client, bank or branch office concerned.

Staff and Third Parties are prohibited to offer/give/receive any bribe, explicit inducements, preferential treatment or other similar consideration to public or private agents/entities in exchange for performing, or promising to perform, unlawful or improper acts for attracting business or for any other reason.

Font: FCPA, Bribery Act, Brazilian Federal Law N. 12.846, of August 1, 2013 and correlated regulation.

Gifts, donations and event invitations

In the BTG Pactual group gifts, donations and event invitations received or offer by the staff members are monitored and approved by the Compliance department, always following internal rules.

  • Business Gifts relate to offering or receiving goods (except currency which is prohibited) and services to/from direct or indirect business counterparties. Business Gifts are subject to a Maximum Value of USD100 / receiver / calendar year.
  • Gifts above the Maximum Value must be pre-approved by Compliance and the respective Area Head.
  • All gifts offered or received (even those below the Maximum Value) must be reported to Compliance, except:
  • Standard Institutional Gifts offered by BTG Pactual´s Marketing Department.
  • Gifts under USD 15 or equivalent value since they are considered to be “immaterial” and consequently do NOT need to be controlled by Compliance.
  • “Business Entertainment” - the limits per individual per event are established locally according to best market practices.
  • “Business Event Invites” - are analyzed case by case and must be approved by the Chief Compliance Officer.
  • Institutional Donations must be authorized by the Chief Compliance Officer (or his delegates) on a case by case basis. Political donations of any kind: must be disclosed by BTG Pactual, on its institutional site and/or according to applicable legal and regulatory requirements.
  • Specific rules may apply when a Public Official is involved and, in this case, the laws/regulations that apply to such individual must be complied with.

Records Management

Information is one of the Bank’s most important assets and as such must be secured and protected from unauthorized access or loss. Ensuring the information quality of records enhances the security and quality of business processes and reduces the risk damage.

This relates to all recorded items of information irrespective of the specific information-bearing medium, which are received, created and used in the course of doing business. Record Management principles apply to all records during all phases of the life cycle regardless of whether they must be archived or not.

All business-related records received or created by Staff Members are the property of BTG Pactual. It must be possible to verify the originator and source of records and the timing of a transaction or communication. Records must be available for as long as legally required; in other words, it must be possible to look for, find, display, understand and interpret records in their proper business context. Records must have integrity; their content and context must be preserved unharmed. Records must be protected against unauthorized access, use, modification or destruction. Records must be reliable; they must reflect the business processes correctly and completely. Confidential and/or BTG Pactual proprietary records (i.e.: all data received and/or produced by BTG Pactual) cannot be removed from BTG Pactual’s logical and/or physical environment without formal approval from the Data Owner and Compliance, so as to ensure the observation of our internal policies and applicable laws and regulations.

Conflict of interests

In BTG Pactual group we identify and avoid, or manage, conflicts of interest, always using the utmost transparency. In general, our Clients have priority over BTG Pactual, and BTG Pactual has priority over staff members.

Training

Education and training about our policies and procedures are one of the most important topics of our Integrity Program. All new employees has to participate in the “New Hiring Training” and also all employees must participate in the annual compliance training. The training , there are offered on a e-learning platform and in person, overviews the main control policies and procedures, Code of Ethics, Compliance Manual, AML, Anti-Bribery and recent regulatory issues and developments.

Sustainability

Our approach to sustainability is founded on an understanding of our responsibility towards our partners, our staff members, the society and the environment as a financial services provider. Fully aligned with our Business Principles, BTG Pactual´s Environmental, Social and Corporate Governance (“ESG”) Policy reflects our long-term ambition and unconditional commitment with responsible and sustainable development. We operate under a consistent focus on the long term implications and results of our actions, prioritizing these long term benefits rather than short term gains, always looking into ESG risks and opportunities. We believe that sound business practices and corporate responsibility are long term drivers that must be applied daily to generate shareholder value through sustainable growth, attractive recurring revenue streams and business perennially.

Non-Brazilian Investor

Please, read the following comments about information published in the website.

This document is published exclusively for the purpose of providing information and conferring transparency to the management carried out by BTG Pactual, and it is not the Offering Memorandum of the Funds and is not to be considered as an offer for the sale of shares of the Funds or of any other security.

Some of the Funds are not listed on the Cayman Islands Stock Exchange and are accordingly prohibited from making an offering to the public in the Cayman Islands.

In some cases, no registration statement has been filed with the United States Securities and Exchange Commission or any State Securities Authority with respect to the offering of the Funds shares.

Not all the Funds presented here have their shares registered under the United States Securities Act of 1933, as amended.

This document is not destined to investors with residence in Brazil.

The Funds may not be offered, sold, redeemed or transferred in Brazil.

The offer and sale of the Funds shares in certain jurisdictions may be restricted by law.

Before subscribing for the shares, each prospective investor should (i) carefully read and retain the Offering Memorandum of the Funds and the relevant Supplement or Annex in respect of the portfolio and/or class of shares; (ii) consult with his/her/its own counsel and advisors as to all legal, tax, regulatory, financial and related matters concerning an investment in the Funds.

Past performance does not guarantee future results.

BTG Pactual takes no responsibility for the accidental publication of incorrect information, nor for investment decisions taken based on this material.

Access to this document or use of the services or information provided herein is prohibited by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law, rule or regulation.