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Company's Code of Ethics and Conduct

Organization Principles

REGARDING THE BLUEBELL INDEX

Bluebell Index’s mission is to promote environmental and social impact in the areas in which it operates. Through restoration, regeneration and preservation of the ecosystem we believe that the next generations will have greater benefits by improving the ecosystem, combating climate change, combating social inequalities, generating better agro-pastoral practices for better production, and bringing financial resources to these communities. in the form of knowledge, culture and opportunity.

The Bluebell Index arose from the will to promote the fight against climate change and contribute to a low carbon economy in addition to better income distribution for those who care for the ecosystem. We will do this by combining environmental, economic and social aspects through the intermediation of landowners and the global market of digital environmental assets. Through auditable process traceability, with governance, international methodologies, disruptive technology, we create a new source of income and encourage the preservation of complete ecosystems.

Values

These values must be part of all our activities: they are present in the processes we operate and in the way we engage with our employees and external stakeholders. Our sustainable objective drives us to be a better company for the world, positively impacting the lives of people and companies around us, generating prosperity through our transparent, ethical and environmental business practices. This is our commitment to nature, the world we live in, our employees and our society.

To always respect all human beings, in all their diversity and differences, as well as respect nature and the environment.

The search for best practices and innovation as a point of disruption of the “status quo” in established markets;

Maximum transparency in all relationships;

Our wish is that people feel happy with their work, in the company they are part of, have a positive and enterprising attitude.

Seek the best way to save natural resources of our planet with the best practices.

Everyone is responsible for creating and maintaining safe environments and situations at all times, including physical and emotional safety.

We are all responsible for building the Bluebell we want. This construction is a collaborative process based on our interaction with our colleagues, administrators, representatives, customers, suppliers, communities and other stakeholders. As such, we are looking for responsible employees with an entrepreneurial spirit who dare to innovate, are motivated and committed to sustainable development, as well as our values and the seven pillars of our Code of Ethics and Conduct (“Code”):

  • Respect for the human being

  • Respect for diversity and valuing people in work relationships, relationships and business.

  • Respect and integration with nature and the environment

  • Ethics and transparency in internal and external relations
  • Solid relationship with customers and suppliers

  • Sustainable development and promotion of a low-carbon economy

  • Development of a happy environment and people

Objectives of the Code

The Code of Ethics and Conduct is an instrument for implementing Bluebell’s values and philosophy. It must be widely disseminated so that its precepts are extended and effectively observed on a daily basis by its employees, maintaining coherence and consistency between what is written and what is practiced. The primary objective of this Code of Conduct is to guide the conduct of all parties involved in adopting good practices in relationships and doing business, such as:

  • Adopt measures and behaviors that ensure the adherence of corporate values to business practices and corporate relationships in the day-today activities of Bluebell and its administrators, managers and employees, in order to ensure responsible ethical conduct.

  • Ensure that Bluebell’s vision and mission are developed in line with the public interest, and that our employees’ actions, conduct and attitudes are perceived as appropriate, correct and inspired by the common good.

  • Direct relations with shareholders, customers, suppliers, employees, communities in which it operates, competitors, controlled and affiliated companies, the environment and other interested parties, within the highest level of corporate responsibility.

  • Contribute so that each employee incorporates the values of the organization into their individual values.

Commitment to our People

As a Bluebell employee, you are responsible for the quality of your business relationships and the work environment around you. The following topics describe our commitment to our people, as well as the values we hope will guide your interactions with your colleagues, suppliers and other third parties, including customers.

We support the principles contained in the Universal Declaration of Human Rights of the United Nations, and in the Declaration of Principles and Rights Fundamentals at Work, from the International Labor Organization. The Bluebell respects and supports the protection of human rights, not tolerating any abuse.

The relationships maintained by the Company, the conduct of its business and the professional hiring and promotion processes should ensure the transparency and objective criteria that promote an ethical, collaborative environment and motivating, maintaining an open posture and respect for diversity and not tolerating any type or form of discrimination and/or prejudice.

Our goal is to provide a work environment where everyone is treated with dignity, equality and respect at all times. As such, we will not tolerate any employee, independent contractor, franchisee, supplier, visitor, customer or anyone else in our workplace being subjected to or threatened with any form of: (i) physical punishment or abuse, (ii) bullying or harassment, including but not limited to sexual, physical and verbal harassment, (iii) intimidation, humiliation or degradation, or (iv) unreasonable behaviour by any individual or group that creates a risk to the health and safety of another worker, whether intentional or not. We have a zero tolerance policy for sexual harassment, which is a crime in many countries. Legitimate, reasonable and constructive criticism of an employee’s performance or behaviour or reasonable instructions given to employees during their employment will not in and of itself constitute bullying.

We are committed to the safety, health and well-being of all our employees and stakeholders. As such, and to ensure a calm and respectful work environment, we have established rules for the intake of alcohol and drugs and the carrying of weapons in our facilities and during the workday, even when working from home.

Under no circumstances are you allowed to work under the influence of alcohol or drugs. Only at formal and authorised work events or when representing Bluebell Index at external events are you permitted to consume alcohol in a moderate and responsible manner.

You may not smoke or use vaporizers on our premises outside of designated smoking areas. Possession, purchase or sale of illegal or controlled drugs is also prohibited on Bluebell premises when conducting business on behalf of Bluebell Index. You are not permitted to store or carry any type of weapon on our premises or when representing Bluebell, unless doing so is a fundamental part of your role and you 35% have the necessary permission to do so.

Commitment to our Brand

As our contributor, you represent Bluebell Index. As such, we expect you to maintain Bluebell Index’s brand reputation. The following requirements represent the minimum standards and practices that we expect our employees to follow.

We have procedures in place to mitigate risk and identify/prevent potential violations related to protecting the Bluebell Index brand and we expect you to follow our internal policies and procedures. As a Bluebell Index contributor you are expected to interact honestly, accurately and respectfully with all of our stakeholders and you may not speak directly to journalists, media or government professionals, or in any other forum, on behalf of Bluebell Index without the prior permission and direction of our Legal Department or Administration Department.

You may not post any content on any social media platform regarding the Bluebell Index without prior permission, unless the posting is part of your role as a contributor to the Bluebell Index or has been prepared by responsible Bluebell departments to be shared freely by any contributor.

In addition, as a Bluebell employee, when online, you must comply with all Bluebell policies, including policies on confidentiality, data protection/privacy and intellectual property. When posting content in your personal capacity, you are expected to make it clear that you are not speaking on behalf of Bluebell unless authorized to do so.

We also expect you to always exercise discretion and good judgment on social media, always interacting with others in a lawful and respectful manner. Your actions on social media can reflect on your work within Bluebell Index.

Bluebell values the freest and most individual choice of a religion, a political bias and a candidate or party, and a sports team. Themes like these are put together here, as they are sometimes taken from passion or faith and not reason.

It is every citizen’s constitutional right to make such choices and we ask that these choices do not interfere with your role and position at Bluebell. When using social networks, or at events, private articles, documents, etc., it should be done with wisdom and parsimony, being able to disclose your choices but never with attitudes and acts that incite violence, racism, segregation or non-compliance with laws. Yet never on behalf of or representing Bluebell.

We are committed to marketing and advertising our products honestly and fairly. Therefore, when working on activities that impact Bluebell Index’s advertising and marketing, you must ensure that proper processes are in place and that they are followed, so that we comply with all applicable local and international laws (including legal competition and antitrust laws), regulations and standards relating to marketing and advertising, not presenting misleading information in our marketing or advertising materials, and respecting the intellectual property of others.

Commitment to our Information and assets

The following requirements represent the minimum standards and practices that we expect our employees to follow.

Bluebell Index resources must not be used for purposes other than those defined by the Company. The use of properties, equipment, business opportunities and information systems, or even the position of the Employee, for their own benefit or that of third parties, will not be allowed. Common sense is recommended in the use of resources, using only what is necessary, in order to avoid waste, and professionals are not allowed to use the Company’s assets and resources to their own detriment. Information Technology – IT resources (telephony, electronic mail, internet, corporate network, copier, floppy disk or compact disk, etc.) made available by the company to its Collaborators are the exclusive property of Bluebell Index and must be used in the interest of your business.


In this way, the use of IT resources must be restricted to conducting the Company’s business and cannot be used for requests or communications for personal, 35% commercial or private undertakings, religious or political causes, for external organizations or not related to work, reason whereby all IT resources are duly monitored by the Company, even when accessed through notebooks, tablets, cell phones or similar devices.

We comply with all applicable local and international laws, regulations and standards regarding information security, use of confidential and privileged information, as
well as intellectual property rights related to the Bluebell Index brand. As such, we have policies and procedures in place to mitigate risk and identify/prevent potential violations related to these issues and we expect you to follow these policies and procedures:

a) Misuse of Privileged Information

As a Bluebell Index contributor, you will have access to confidential or restricted information that may influence third party decisions. You may not intentionally or unintentionally use any Bluebell information, or any other confidential or restricted information to which you have formal or informal access when acting in your role on behalf of Bluebell, for your own benefit or that of third parties.

b) Information Security

As an employee, you are responsible for complying with Bluebell Index policies and procedures and ensuring that third parties engaged by you also comply when processing, copying, collecting, transferring, sharing and working with data, including personal information or confidential information. This rule covers information written or stored in our “Confidential information”: it means any information, events or circumstances related to the business or relations of Bluebell Index or any client or partner company, to which the employee has had access during the exercise of his/her duties. assignments or to which the supplier or partner has had access during the contractual relationship. “Privileged Information”: means any information that has not yet been disclosed to the market or that has been partially disclosed and that may influence and that may influence decision-making by investors to buy, sell or hold these securities, or to exercise rights inherent in their position.

Therefore, Privileged and/or Internal Information cannot be used by collaborators or Third Parties under any circumstances, even after the end of the employment relationship or contractual relationship with Bluebell Index. Furthermore, information is a valuable asset. In case of undue disclosure of information, Bluebell Index’s reputation may be put at risk and we may be implicated in a violation of the duties of trust and confidentiality committed by us or our Suppliers, which may subject us to administrative, civil and criminal.

A non-comprehensive list of rules and behaviours that help keep Bluebell Index information secure includes:

  • not discussing business in public;
  • use passwords to access files;
  • not share passwords to access systems and e-mails;
  • keep documents in locked files;
  • destroy documents before discarding them.
  • academic works that focus on the Company’s activities, as long as they do not refer to strategic matters and information, must be authorized by the Management.

Collaborators must not practice acts of liberality at the Company’s cost, not offering or receiving any type of direct or indirect personal advantage due to the exercise of their positions. Bluebell employees and their family members must not give or accept inappropriate gifts or favors that compromise their professional relationships or generate a feeling or duty in the person receiving it to do something in return. The supply of gifts by Company Collaborators to Third Parties, of small value
(understood as those below BRL 150.00 (one hundred and fifty reais), distributed as institutional advertising and with general distribution, must have the specific approval in writing of the Company’s management.The authorizations for offering and receiving gifts provided herein do not apply to relationships with public companies, such as the Government, Agents or Public Bodies, whose receipt of gifts is strictly prohibited, regardless of the value.

A Conflict of Interest is an actual or apparent conflict that may arise when your personal, family, social or political activities and relationships interfere or have the potential to interfere with your responsibilities and duties to Bluebell Index. You must avoid any actual or apparent Conflict of Interest between your personal interests and the interests of Bluebell Index and you must not use your position at Bluebell to gain undue advantage or benefit, directly or indirectly, for yourself, any other business or person related to you or any other third party. Common examples of conflicts of interest can include:

  • Having another occupation outside your role at Bluebell that negatively affects your performance or interferes with your duties as a Bluebell Index employee; 
  • Serving as a member of the Board of Directors of any organization or serving as a consultant, advisor, 35% director or officer of any organization without seeking prior approval, as instructed in Bluebell Index’s conflict of interest policy. 
  • Using confidential or privileged information for your own benefit or that of a Third; 
  • Receiving any personal benefit from a supplier, customer, competitor or any other organization trying to do business with Bluebell Index; 
  • Not keep your personal political activities separate from your activities at Bluebell Index, including using company assets and resources and making direct or indirect political contributions thereto; 
  • Not immediately reporting any real or apparent Conflict of Interest that you have identified.

Travel, meals and other expenses necessary to carry out your professional activities must be properly approved, have a business purpose, comply with our policies and procedures and cannot be characterized as an actual or apparent conflict of interest or in exchange for an undue advantage . You are responsible for maintaining records and the accuracy of information in expense claims and prepayment requests.

Contracting suppliers must always be based on quality, reliability, competitive prices, technical and ethical criteria. They must be conducted through an objective and predetermined process, such as competition or price quotation, which guarantee the best cost-benefit ratio and respect Bluebell Index’s internal processes when applicable. The company does not allow employees to negotiate with suppliers in exchange for personal benefits or for the benefit of anyone.

All accounting and financial transactions must be accurately and truthfully recorded in the Company’s official books. The records must be supported by adequate documentation and free from any type of fraud or activities that may be characterized as money laundering, always in accordance with the relevant legislation, the Company’s internal rules and applicable accounting principles.

Misuse of Bluebell Index assets, information and resources is unacceptable and may be considered fraud if any contributor intentionally alters, omits, manipulates or falsifies any information or situation, resulting in an unfair and/or illegal advantage or disadvantage of any kind. Examples of fraud include, but are not limited to:

  • falsification or deliberate adulteration of books and accounting records, as well as other documents;
  • signing of documents without authorization or power of attorney;
  • personal use of financial resources from Bluebell Index presentation of notes, receipts and vouchers that do not correspond to the services provided or contracted;
  • providing false information about hours worked in order to receive a higher wage or avoid disciplinary action on unethical grounds;
  • presentation of false medical certificates.

Commitment to our Communities

You will conduct your business activities on behalf of Bluebell Index
committed to promoting a positive economic, social and environmental impact. The following requirements represent the minimum standards and practices that we expect our employees to follow.

Bluebell Index’s commitment to the environment goes beyond complying with legal requirements. We are an environmental company and we promote the importance of respecting it, preserving it and contributing to its sustainable development. This is not just a commitment of the Company, therefore, employees must conduct their actions, projects and services in compliance with applicable regulations:

  • use natural resources responsibly, without harming the environment;
  • store and dispose of waste in accordance with health standards and regulations;
  • use recyclable material, raw materials and manufacturing processes aimed at the least possible negative impact on the environment;
  • encourage the recycling of materials;
  • 35% report suspicions of any irregularity in this area to managers;
  • always encourage actions that reduce greenhouse gas emissions. seek to reduce its emissions of greenhouse gases as much as possible;
  • manage to neutralize 100% of its greenhouse gas emissions.

Bluebell encourages its staff to commute to the office by public transport, walking, cycling or carpooling, in order to reduce their greenhouse gas emissions.

In the case of remote or office work, Bluebell encourages the use of efficient lighting, whether it be energy efficient bulbs, use of natural light and/or turning lights off when not in use. It is encouraged to take into account suppliers that prioritize the use of reusable, biodegradable and ethically and sustainably sourced materials.

Our vision is that our business should promote a positive transformation in society. As a Bluebell Index contributor, we expect you to drive initiatives, as appropriate and part of your role, including donations that will support our future development and are in line with our values and commitments. You must seek approval from the appropriate level of management, and seek approval and guidance from your respective leaders. All donations to politicians, political election campaigns, parties or candidates for public office on behalf of Bluebell Index are PROHIBITED, unless exceptional approval has been obtained from the CEO.

Bluebell Index believes that its contribution to the preservation and support of the communities in which it is present not only brings benefits to the target audience, but also helps to promote a climate of cooperation and mutual support among employees. All employees and service providers must act responsibly and in accordance with ethical principles in the defense of the company’s image and reputation, whenever they are participating in activities with the community.

Commitment to Business Ethics

You will conduct your business activities on behalf of Bluebell Index
with transparency, integrity and commitment to the highest standards and practices of ethical conduct and will not be involved in illegal activities or conduct. We recognize and comply with the laws wherever we operate. Therefore, this Code will not differ from local laws.

In case of inconsistency, you will comply with the standards of this Code only if they are more demanding than applicable laws and regulations. If you have any questions or are unsure which laws apply to you and your location, please contact your local Legal Department for assistance. While it is an enormous effort for anyone to be aware of all aspects of each applicable law, the following requirements represent the minimum standards and practices that we expect our employees to follow.

We have a zero tolerance policy for any form of public or private corruption, including but not limited to bribery, embezzlement, extortion, illegal dealings and facilitation payments made by our employees or third parties in the conduct of our business.

You will comply with all applicable local and international laws, regulations and standards relating to anti-corruption issues where we do business, including the Brazilian Clean Company Act, the United Kingdom Bribery Act, the Australian Penal Code Act [Australian Criminal Code Act] (and other applicable local laws), in addition to the Foreign Corrupt Practices Act (FCPA).

As an employee of or with or through any third party acting on behalf of Bluebell Index, you are prohibited from engaging in any corrupt activity and from offering, promising, providing or authorizing, directly or indirectly, any person to give money or anything of value to a Public Official or any individual or private legal entity in order to obtain or maintain any undue advantage.

It is Bluebell Index’s commitment to act in a legal, transparent, ethical and responsible manner in its relationship with Public Agents. The Company has absolute political neutrality and does not make contributions, in any form, to political parties or organizations or to candidates for elected office. Representatives of public bodies, duly identified, must receive professional and impartial treatment, remaining available to them whenever requested information, data and relevant records required by law.

We comply with all local and international anti-money laundering laws, regulations and standards applicable to the locations where we operate and have procedures in place to mitigate the risk of money laundering activities and to identify and prevent any wrongdoing. All our employees must strictly comply with all laws and regulations related to this issue and act in a way to effectively prevent and monitor the direct or indirect occurrence of these practices in Bluebell Index’s business chain. You should be on the lookout for warning signs such as:

  • purchase requests that are not in line with the supplier’s normal business activity;
  • requests for large payments in cash or other unusual means of payment;
  • request for transfer in cash, or other forms of payment to countries that are not included in the commercial contract.

We comply with laws regulating trade and sanctions that limit our ability to do business with certain countries, companies and individuals. Our Role:

  • we comply with trade regulations in the markets in which we do business;
  • we comply with all import and export laws that regulate the transfer of products, information, technologies and services, including licensing and customs requirements;
  • we comply with economic sanctions and embargoes that prohibit or restrict certain countries, companies and individuals.

We comply with data protection laws in all markets in which we do business, including but not limited to the Brazilian Data Protection Law, the Data Protection Law [Date “Money Laundering”: is the process by which someone converts resources obtained from illegal activities into resources that appear to be legitimate. 34 Protection Act 2018 (UK), the EU General Data Protection Regulation (GDPR) and the Australian Privacy Act 1988 (Cth). We are committed to complying with the principles applicable to the protection of personal data under these laws.

We will only use personal data in accordance with the legitimate purpose for which it was collected and the applicable privacy notices. You are responsible for complying with all Bluebell Index data protection and confidentiality standards, observing all applicable local laws, regulations and international standards, honoring privacy and keeping the personal data you have access to while working secure.

When contracting or renewing a contract with a supplier or third party, you must perform a third party audit or audit where required by the company’s policy or risk assessment process, to ensure that the supplier or third party is not engaged in illegal behavior or in actions that violate the Code of Conduct. Subject to the risk assessment, the audit should also be undertaken as part of any initial investment or acquisition proposal or decision to identify any apparent significant exposure to risks related to bribery.

We comply with fair competition laws as we conduct our business ethically and do not use unfair practices to win any business and we seek to promote free competition in the markets in which we operate.

As such, we condemn and seek to prohibit any anti-competitive conduct and abusive practices that may constitute economic violations and/or unfair competition, always seeking to be transparent and fair.

Violations of antitrust and fair competition laws may result in severe penalties for Bluebell Index and our employees.

As a Bluebell Index contributor, you must:

  • Comply with all applicable antitrust and fair competition laws;
  • Use legitimate means to obtain information about our competitors;
  • Respect the confidential information and intellectual property rights of our competitors and other Third Parties;
  • and Obtain Legal approval in case of corporate transactions (eg, mergers, acquisitions and joint ventures, other associated agreements).

Code violations and disciplinary measures

It is the responsibility of each employee to be aware of the policies and practices expressed in this document. Failure to comply with the Code determines the adoption of measures, which may include termination of the employment relationship, without prejudice to applicable legal responsibilities. Upon becoming aware of acts that are contrary to this Code of Ethics and Conduct, as well as Bluebell’s internal rules and policies, such as fraud, theft, damage to property, misappropriation, favoritism, manipulation of information or any other crime, the Employees must immediately inform leadership, the Human Resources Department or the Legal Department, through the channels provided for in this Code, for proper investigation and investigation of the matter.

Absolute secrecy will be ensured as to your identity, so that no type of retaliation occurs. Reprisals will not be tolerated against any professional who reports possibly inappropriate behavior or who considers himself embarrassed or intimidated by abusive conduct. It is the duty of all professionals to support and engage in the program’s activities, processes and controls in order to keep it effective. The Collaborator who, having become aware of any transgression, does not report it, will be considered an accomplice of the offender.

The penalties applicable to non-compliance with this Code will be defined according to the seriousness of the occurrence, and may involve warning, suspension, contractual termination for just cause or other appropriate measures in accordance with current legislation. It is important to point out that in addition to the Code, the violation of laws by a single employee can damage the Company’s reputation and also cause serious social and financial damage.

In Case of Doubt

In situations of doubt, the employee or service provider must seek information internally, including speaking directly with leadership, the Human Resources Department or the Legal Department. If still, your doubt persists, you should contact the Ethics Committee.

Final Considerations

The implementation of this Code is based on the relationship of mutual trust, cooperation and solidarity existing between all the interested parties, and it is expected that all of them act in an integrated and coherent way in the conduct of their relations and their business with the different interest groups, ensuring articulation for the common success.