FSB's principles

Image and reputation

‘FSB believes that everyone or institution has the right to assess and understand their public image and communicate properly with society to ensure its reputation.’

Results

‘FSB believes that communication is a vital instrument for people and organisations, which when developed in a professional manner, brings excellent results.’

Ethics

‘FSB operates in an ethical and affirmative manner and does not engage in work aimed at destroying reputations. However, FSB is firm in defending the agency’s legitimate interests, as well as its clients’.’

Impartiality

‘FSB believes in the value of impartial information and its work vis-à-vis the media and opinion makers is done in a proper manner and based on respect.’

Compatible payment

‘FSB is committed to offering the best result to its clients. Indeed, its goal is to always deliver more than the clients expect. Thus, it aims to be paid in a manner compatible with the work done, according to market value.’

Client relationship

‘FSB is always careful so as not to represent clients who have conflicts of interest at the same time. It will only do so as long as both parties are aware and with their prior authorisation.’ 

Confidentiality

‘FSB treats all pieces of information obtained as a result of their relationship with a client and in the performance of their duties as confidential, following confidentiality rules.’

Independent and non-partisan

‘FSB is pluralistic and non-partisan, choosing its clients based on convincing them that they are able of doing a proper, ethical and quality job.’

Technology

‘FSB invests heavily in new technologies to offer the efficiency and speed required by the job it performs.  But FSB believes that no technology can replace human knowledge, inventiveness and creativity.’

People

‘FSB believes in the importance of merit and initiative, as well as in people’s professional development and achievement. To this end, it guarantees fair payment for everyone. After all, FSB’s greatest asset is its body of partners, employees and staff, who work within the principles mentioned in this document.’

Code of Conduct

Click here to download FSB’s Code of Conduct.

This Code of Ethical Conduct gathers the rules that govern FSB’s performance in its commitment to operate responsibly and with integrity. It is a revised version of the May 2016 Best Practices Code. A pioneering initiative in the corporate communication market, it follows the highest international standards.

It must be read and applied in conjunction with the policies published in the Integrity Programme, since its first activities in 2014.

It is aimed at everyone who has some sort of relationship with FSB – its partners, employees, representatives, interns, suppliers and service providers – equipping them with knowledge and power to oversee the company’s activities. Its public and private clients will be provided with full knowledge of its terms.

But what is compliance about?

It seeks to establish rules, processes and procedures to ensure that the law is complied with and to guide everyone’s conduct, so that they meet the ethical principles that govern business, without ever looking to find undue personal advantages or getting involved in situations of conflict or risk.

By complying with this manual, partners, directors and staff make a commitment not only to FSB, but with society, of ensuring that the activities and actions performed by them at any level are in conformity. 

Application

FSB partners, staff and representatives must follow this manual, as well as the related policies and standards, acting to preserve the company’s interest. Specific rules also strive for suppliers to act in the same way, particularly when acting on behalf of FSB.

Any breach of the rules, even if only a potential violation, must be reported through the available channels, described in the manual and accessible through the Compliance Portal.

In order for the manual and the company’s policies to be known by everyone, FSB  hired a company specialised in policy acceptance management. The company will also provide continuous training on the manual and related policies.

The Compliance and Governance Department and the Ethics Committee are in charge of ensuring the rules are followed.

For the purposes of this manual:

1. staff represents all employees, interns and regular service providers, who act on behalf of FSB.
2. representative is any individual or legal corporation who has formal or informal power to represent FSB directly or indirectly.

III. partners are those who are part of the company’s articles of association, with no employment relationship, receiving monthly and/or exceptional profit distribution, including its shareholders and founding-partner Francisco de Carvalho Soares Brandão.

Governance Structure

FSB’s governance system is based on the existence of a Board of Directors, to be constituted, and two advisory committees already in operation. The composition and regulations for each of these entities may be consulted on the Compliance Portal.

Board of Directors

Body that must be constituted in the next 12 months, the FSB Board of Directors will aim to protect the business, monitor results and deliberate on strategic matters for the group.

Executive Committee

It must advise the Board of Directors on matters related to the business’ sustainability and its growth, focusing on monitoring, implementing and complying with the guidelines established by the Board of Directors. Currently, it reports to the company’s shareholders and subsequently, it will answer to the Board of Directors, as soon as the latter is constituted.

Ethics Committee

It must ensure that the principles and rules provided for in this manual and related policies are fully understood, respected and applied. It advises the Board of Directors on compliance related matters. Currently, it reports to the company’s shareholders and subsequently, it will answer to the Board of Directors, as soon as the latter is constituted.

Integrity Programme

The FSB Integrity Programme brings together a set of actions aimed at ensuring the integrity of FSB’s activities, including manuals, policies and standards, in addition to decision-making and compliance support levels.

All material related to the programme – such as this manual, policies, regulations and communiqués, among others – is available on the Compliance Portal. Questions about any programme element should be forwarded to compliance@fsb.com.br.

Compliance and Corporate Governance Department

Independent area, it reports directly to the shareholders, but will answer to the Board of Directors as soon as the latter is constituted.

It manages the company’s policies and standards and must ensure that the best governance models are used. It analyses risk reports, produced by the different areas and ensures that irregularities are investigated.

It is in charge of promoting, with support from Human Resources, a continuous training cycle so everyone knows the rules and can act accordingly.

Compliance Portal

Website – http://www.fsb.com.br/compliance/ – which gathers all material related to the Integrity Programme, including an updated copy of this manual. It is also available on the intranet. The Compliance and Corporate Governance Department must inform all professionals, suppliers and clients of the existence of the portal and its content.

Internal audit

It supports the Compliance and Corporate Governance Department and the Ethics Committee in assessing the effectiveness of risk mitigation controls. The rules for the internal audit area are available on the Compliance Portal.

External audit

Independent audit, which every year checks the company’s internal procedures and controls to ensure transparency, effectiveness and safety of the implemented processes. The external audit policy is available on the Compliance Portal.

Communication channels

It is important for FSB to know the questions and possible violations related to this Code, so that it may provide guidance and correct deviations. This is the reason why staff must address their concerns internally, resolving doubts and informing the company about acts performed in violation of this Code. FSB provides the following forms of communication with the Compliance and Governance Department:

Reporting channels

Any irregularity or potential violation of the law, this Code or company policy must be reported to the Compliance and Corporate Governance Department through one of the following channels:

hotline | takes complaints ensuring anonymity by calling 0800 377 8059, Monday to Friday, from 9am to 5pm

confidential channel | takes complaints ensuring anonymity through the website https://canalconfidencial.com.br/fsbcomunicacao

e-mail | compliance@fsb.com.br

Complaints submitted to members of the Human Resources Department, the legal area or members of the company’s board or committees will be forwarded to the Compliance and Corporate Governance Department, and will be equally investigated.

Anonymity

In order to ensure anonymity and grant independence to the compliance levels, FSB hired the services of an independent company, expert on implementing channels and handling complaints.

Whistleblower confidentiality and protection

FSB adopts a good faith whistleblower protection rule, including confidentiality, making it strictly forbidden to retaliate against a person who has reported or informed of a suspected irregularity. Retaliation is considered a serious offence.

Complaints follow-up

Regardless of the result of the investigations, the whistleblower who uses the Confidential Channel will be informed by the same means, of the progress and outcome of the investigation.

Investigation

Complaints received by the independent company will be handled by experts and forwarded to the Compliance and Governance Department. Complaints received by other means will also be dealt with.

The Compliance and Governance Department conducts internal impartial investigations, whenever appropriate, safeguarding the parties’ confidentiality. It makes no judgements or determines guilt. It sends an opinion to the Ethics Committee, indicating the appropriate actions.

The committee and ultimately the Board of Directors, depending on the severity of the complaint, must decide on the measures to be taken.

Every FSB partner, staff and representative must cooperate and if appropriate, contribute to internal investigations. In the case of suppliers, contracts with FSB must contain a specific clause stating the conditions for them to collaborate with the investigations.

Sanctions and punishments

Failure to comply with the rules may lead to – in addition to the applicable criminal, civil and administrative sanctions when the law in force is violated – internal sanctions, applied based on the gravity of the violation, which could be:

1. justification before the Ethics Committee;
2. express warning issued through formal communication from the Ethics Committee representative;

III. participation in a recycling programme on the company’s rules and policies;

1. reduction of the annual share of profits or bonuses;
2. dismissal of the professional responsible for the offence.

The FSB Ethics Committee reserves the right to report to the competent authorities, violations it becomes aware of, if there are indications of administrative offence or crime.

Rules and Regulations

Professional ethics

FSB partners, staff and representatives work to ensure a professional attitude that preserves the image, reputation and credibility of the group’s companies.

1. the use of any client information for personal gain – financial or of any nature – is prohibited.
2. FSB professionals must avoid expressing an opinion on public officials or making comments of a political nature.
3. in case of involvement in investigation by the Compliance and Corporate Governance Department, professionals must collaborate with the information they have.
4. FSB professionals are responsible for maintaining FSB’s physical assets.

Corruption

FSB adopts a zero-tolerance policy for acts of corruption.

For the purposes of the FSB Integrity Programme, it is considered an act of corruption to directly or indirectly offer or promise undue advantage to a public agent to obtain a business contract or to order him/her to directly or indirectly issue, omit or delay an official act to one’s own or a third party’s benefit. 

For corruption to take shape, an offer or promise being made is enough, without the need for the agent to accept to take part in the act.

1. Any candidates for elective mandates are considered public officials, both in Brazil and abroad; people in diplomatic positions and in international organisations; employees of companies controlled directly or indirectly by national or foreign public entities; private companies that hold the concession or permit for public services.
2. Undue advantage consists in ‘anything of value’, not necessarily economic. Thus, it is not limited to cash payments and may include gifts, favours, travelling, entertainment and job offers, among other things that may be of value to public officials. It also means things offered for the purpose of obtaining or securing business or to order public officials to issue, omit or delay an official act to one’s own or a third party’s direct or indirect benefit.

Relationship with public agents

Every FSB partner, staff or representative must ensure a transparent relationship with public agents, following the company’s mission and ethical principles.

Participation in bidding processes

According to the law in force, public services are procured through a bidding process. FSB adopts the highest ethical and transparency standards in its relationships with public agencies. FSB’s participation in bidding processes is governed by the company’s policy for bidding and procurement with public bodies.

Bidding waiver

In exceptional situations, bidding may be waived. In this case, FSB’s legal area must forward an opinion to the Compliance and Corporate Governance Department, justifying the company´s participation.

Participation in political campaigns

FSB and its individual professionals do not provide services of any kind for political campaigns.

Services rendered to political campaigns are considered to be those that require registration as such in the Superior Electoral Court (TSE).

Political donations

According to current rules, it is strictly forbidden for FSB to make any kind of political donation, including services for political campaigns or for candidates for elected public office.

Conflict of interest

Conflicts of interest are situations capable of affecting FSB’s business, image and reputation or of its partners, staff, representatives or clients. Two types of potential conflicts of interests that may affect FSB’s business have been identified:

Internal conflicts of interest

They generally occur when FSB’s best interest is undermined by the practices and activities of its staff, representatives, acting individually. It also includes acts of accounting and document fraud and/or any fraudulent act that harms the company.

External conflicts of interest

Situations where FSB representing different clients could generate conflicts between the services rendered and the clients. This does not mean that FSB is in any way prevented from providing services to competing clients. The concept of external conflicts of interest is much more focused on the services provided by FSB and the information it will have access to during these services, than the potential competitive condition of its clients.

FSB has adopted a conflict of interest policy that establishes specific measures to prevent the company from getting involved in such conflicts. 

Relationship with suppliers

All suppliers have the guarantee that their products and/or services will be treated by FSB based exclusively on market and quality criteria, with no interference of any aspect that may characterise privilege or discrimination.

Relationship with competitors

FSB’s relationship with its competitors is founded on fair and loyal competition parameters, based on the constitutional principles of a free market.

The company does not tolerate anti-competitive practices, such as price fixing, market division between competitors or any other practice that goes against a free and fair market.

Staff must never share or discuss competitively sensitive information, such as prices, tenders, bidding processes, clients and market prospects with competitors.

Relationship with the media

Due to the very nature of its activities, FSB maintains a daily relationship with the press and other media, to provide information and publicise institutional actions for the benefit of its clients.

In principle, as far as its relationship with the media goes, FSB believes that anyone or any institution has the right to assess and understand their public image and communicate properly with society to ensure its reputation.

FSB reserves the right of not expressing an opinion on any matter, when it considers that its positioning will not be convenient to the interest of its clients.

Relationship with clients

FSB always strives to establish a respectful and ethical relationship with its clients, in order to achieve the best results for both parties in a responsible and fair manner.

FSB’s attitudes towards its clients are:

1. Courtesy and agility in problem solving;
2. Excellence in service, clarity and objective relations;
3. Respect for the Code of Conduct and/or Ethics and other client policies.

Client information must be protected by confidentiality. FSB staff must not use information provided by clients, particularly strategic and confidential information.

Relationship in the workplace

FSB does not tolerate any form of favouritism in the workplace. Relationships between staff and the company are based on ethics, respect and credibility. FSB values diversity among its staff in the workplace and condemns discrimination or harassment of any kind.

FSB complies with labour laws, not employing illegal, informal, children or slave labour.

In order to maintain FSB’s commitment to impartiality and avoid the possibility of favouritism, people with family ties must not be hired in situations where:

1. an employee has effective control over any employment aspect of another employee; or
2. when the people involved come to share responsibility for managing, controlling or auditing relevant facts.

Situations that fall under this principle will be analysed and assessed in a timely manner by the Compliance and Governance Department.

With the exception of cases prior to the publishing of this Code of Conduct and known by the Ethics Committee or the Compliance and Governance Department, FSB advises against affectionate relationships between staff in the same area, but prohibits affectionate relationships between staff who work in the same hierarchical structure. If such a situation arises, the Compliance and Governance Department will be called upon to assess the possibility of transfer to another area, according to the skills of those involved, before any decision to dismiss one of the two is made.  FSB also prohibits affectionate relationships between leaders of areas that are interdependent on others to carry out their work impartially and transparently.

Promotional gifts

All promotional gifts offered to public officials must be registered with the Compliance and Governance Department.

In case of doubt about the offer and acceptance of promotional gifts, consult the Compliance and Governance Department.

Items with no commercial value, distributed due to advertising, promotion, events or courtesy, whose delivery are not limited to a specific group of people and are aimed at a wide audience, are considered promotional gifts.

Donations

Donations to charity institutions must have prior authorisation from the Ethics Committee, which will conduct research on the entity, its track record and possible link with public agencies and agents.

Sponsorship

Every sponsorship initiative approved by FSB must have prior authorisation from the Ethics Committee. Sponsorship is understood to be any contribution by FSB for the staging of an event or project organised by third parties.

Events and entertainment

FSB understands that holding, participating and sponsoring events – parties, concerts, presentations, lunches, dinners, cocktails and other activities – are part of the nature of its business and, therefore, must be conducted in a transparent and ethical manner.

Travelling

FSB can cover travel expenses for professionals who are not FSB partners, staff or representatives, as long as in accordance with its internal policy.

Special attention must be paid to the cost of travel for public employees, also under the terms of the company’s travel policy.

Accounting and Financial Records

At all times, FSB will maintain a transparent, up-to-date and accurate accounting and financial books and records system, strictly observing the applicable legislation and regulatory standards.

No economic, financial or equity transaction involving FSB will be conducted outside of the commercial or tax books.

The company hires external audits to ensure the propriety of its internal controls.

Information security

FSB establishes confidentiality commitments with its clients that prevent the transmission and dissemination of data to environments outside of the company.

Partners and staff must not expect privacy in regard to institutional means of communication, devices and spaces. Privacy must only be expected in personal communications conducted on non-institutional platforms.

Intellectual property

FSB respects the intellectual property of third parties and does not use copyrighted material without proper authorisation.

This includes photographs, paintings, texts, fonts, software, applications and other types of programs or systems, or any other material it has not acquired the licence for.

The mention of brands in their nominative aspect, company names and third-party names in any FSB product or service must be made in an impartial and merely informative manner, without any value judgement.

Personal conduct

Staff is expected to carry out their activities with the highest quality and professional standards, always striving to identify opportunities for improvement in our processes.

We require our professionals to act with integrity of character, honesty, rectitude, loyalty and justice.

Knowledge of any possible violation of the Code of Ethical Conduct requires prompt reporting to the immediate superior, to the Compliance and Governance Department or Human Resources.

Ingesting alcoholic beverages in a non-moderate manner can have negative effects on a professional’s performance.

The use of illicit drugs, in addition to crime, seriously damages the lives of its users in all aspects, including the professional, and it is a practice condemned by FSB.

The professional stance expected by FSB from those who represent it in its various sectors, must reflect a behaviour of rectitude, always striving to follow the company’s values and a consequent 

positive result. 

Company resources 

FSB staff’s privacy is respected, however, they must be aware that institutional resources such as computers, printers, internet networks, telephone lines, materials, mobile phones (when applicable) and workspaces, among other things made available for work, belong to the company and are intended solely for professional purposes.

FSB reserves the right to monitor the use of these resources. All staff must follow the data governance policy.

Staff must ensure the good use and conservation of the company’s assets left under their care and made available for work.

Compliance

This is a mandatory code. That is why it is important for everyone to know that any conduct going against this code can lead to disciplinary measures being applied. These measures could include, among other things, the termination of the employment relationship, without prejudice to the applicable legal responsibilities. This code does not exhaust all possible ethical issues related to work and, therefore, does not restrict FSB in the employment of disciplinary measures, which will always be guided by common sense and the applicable legislation.

Reporting Channel

This is an exclusive FSB channel for safe and if desired, anonymous communication of conduct considered unethical or that violates ethical principles, conduct standards and/or legislation in force.

Access the reporting channel