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Code of Conduct and Integrity

I – PRESENTATION

CESP – Companhia Energética de São Paulo, in its mission to “to act with excellence in the energy sector, adopting practices that reflects the commitment to corporate sustainability”, seeks, through this Code of Conduct and Integrity, to reiterate its commitment to legality, ethics, transparency and sustainable development.

The values, principles and duties set forth in this document are part of the Company’s commitment to building a fairer, more egalitarian, participatory and democratic society, in strict compliance with laws and best market practices.

II – OBJECTIVES

The purpose of this Code of Conduct and Integrity is to establish the expected behavior of the target public and to formalize its commitment to the values and principles of the Company, in order to guide the conduct of professional relations and decision-making, which have ethical implications and that may possibly affect your reputation.

It seeks to encourage a constructive relationship with all its publics, raising the level of trust and transparency in internal and external relations, preserving the Company’s image and reputation.

It aims to ensure the commitment of all to prevent and combat all forms of fraud, corruption and the practice of acts harmful to any person or entity from any sphere, including the public, national or foreign administration.

III – AUDIENCE IT IS INTENDED FOR

This Code is inspired by the principle that Ethics permeates the hierarchy and establishes reciprocal and non-unilateral obligations, and therefore equally applies to leaders and led, whether they are members of the Company’s Administration Council, Fiscal Council and Committees, directors, managers, employees and other collaborators.

It is also intended for our various stakeholders such as customers, shareholders, suppliers, service providers, investors, business partners, competitors, government, international organizations and those directly or indirectly related to CESP.

Everyone will be aware of its content at the time of its relationship with the Company and will undertake to ensure that its actions are in line with its principles and values.

IV – PRINCIPLES A ND ETHICAL VALUES

The present Code is based on the following principles and values present in the Company’s culture:

I. Integrity

Acting with respect to the concepts of honesty, morality and compliance with the laws of the Country.

II. Transparency and Disclosure of Information

Acting with transparency, in the concept enshrined by the Corporate Governance, in compliance with the criterion of relevance and truthfulness, disclosing information, whether mandatory or not, by laws or regulations, that indeed interest its different audiences.

III. Solidarity

Stimulating and practicing Solidarity, which is the highest level of human relationship with the ultimate goal of the common good.

IV. Valuation of Human Capital

Recognizing that the Company’s success depends on the degree of satisfaction of its employees and other collaborators.

V. Valuation of Diversity

The Company recognizes diversity as a highly constructive factor, not admitting any form of prejudice or discrimination.

VI. Social and Environmental Responsibility

Promoting sustainable development, education and environmental and social awareness, ensuring the protection, preservation and quality of the environment for present and future generations.

VII. Corporate Responsibility

Caring for trust relationships with its stakeholders, in addition to guaranteeing the Company’s economic feasibility and fulfilling its social role.

VIII. Excellence

Ensuring the continuous improvement of the quality of the services offered and the commitment with better results.

IX. Commitment to Combating Fraud and Corruption

Respecting the current legislation and combating any type of fraud, corruption and practice of acts harmful to any person or entity of any sphere, including national and foreign public administrations.

V – ETHICAL CONDUCT GUIDELINES

5.1. Integrity

  • Compliance with the country’s laws and with the Company’s internal regulations, among which this Code is included, are mandatory and required.
  • Any acts or transactions involving the Company will be made in full compliance with the legislation in force.
  • The Company’s reputation and image are its greatest assets, and therefore, all must be ethical and judicious in their operation, both in the professional environment and outside it, always acting in accordance with the principles and values set forth in this Code.
  • It is the duty of everyone to prevent, preclude or denounce situations that constitute a conflict of interests, such as the practice of acts intended to benefit particular interests in opposition to the Company’s interests, or that may cause harm or loss, as well as communicate any circumstance, suspicion or fact impeding their participation in an individual decision or in a collegiate body, in compliance with the Related Party Transaction Policy and the with the requirements of Act 13,303/2016.
  • It is expressly prohibited to offer or receive advantages of any nature that may constitute an attempt to obtain or grant favor to third parties interested in maintaining a business relationship with the Company.
  • It is prohibited to accept or offer gifts, benefits or advantages from third parties, offered or received by virtue of their position or role, or that may incorporate an expectation of return.

a) One is allowed to receive freebies, without a commercial value, as a courtesy, in occasion of special events, disclosure or in commemorative dates of a historical or cultural nature, such as pens, calendars, shirts, containing the company logo and others.

b) Except for these conditions, freebies or gifts sent to the Company, by any means or route, will be regularly refunded, or, at a cost, donated to charitable or philanthropic entities, recognized as being of public utility.

  • CESP’s assets are made up of goods, equipment, electronic systems, computer resources and facilities, and are intended exclusively for the purpose of its institutional and corporate purpose, and should not be used for private purposes.
  • All works related to its business, goods or services, produced by its directors, employees and other collaborators are the Company’s property.
  • Intellectual property, consisting of intangible assets such as trademarks, patents and exclusive processes, among other cases, should be protected, applying the same principle to the intellectual property of other companies and entities with which we have a business relationship.
  • Oppressive practices of coercion for forced or compulsory labor and abuse of power, in the form of moral or sexual harassment must be repealed. Likewise, situations that constitute disrespect, intimidation, embarrassment or threat to gain advantage or sexual favor, or abusive conducts that may harm the personality, dignity or physical or mental integrity of a person, endanger his or her work or degrade the work environment, with the agent prevailing due to their hierarchical superior position, inherent to the exercise of their position or role, cannot be admitted.
  • It is incumbent upon any person to communicate attitudes or actions of which he or she may become aware and that infringe or may violate the norms contained in this Code or that are detrimental to the good work environment.

5.2. Transparency and Information Disclosure

  • The Company must ensure the transparency of its activities and be fully committed to ethics and sustainable development, ensuring, based on these principles, the best results for shareholders, employees and other collaborators and partners.
  • It is CESP’s commitment to disclose information in a clear, objective and complete manner and to cover all relevant information.
  • Confidential information about the Company or other companies with which we do business must not be disclosed before it is publicly announced to investors in general.
  • The use of privileged information for one’s own or third parties’ benefit is illegal and unethical.
  • Information should always be made available at one’s earliest convenience and by the physical and/or technological means available, so as to reach all recipients safely and without favor.
  • The disclosure of information about the Company, which may impact on the quotation of its securities, or on its relations with the stock market, shall be exclusively the responsibility of the Chief Financial Officer and Investor Relations Officer.
  • The Company’s financial statements must reflect true and accurate information, in accordance with the current legislation and regulations, in order to legitimize its credibility with stakeholders.
  • CESP makes its books available to the audits and to the competent regulatory and supervisory bodies.
  • The Company ensures the integrity, accuracy and reliability of the information and records of its institutional and corporate activity, whether they have an operational, commercial, financial, accounting or administrative characteristic.
  • The Company ensures the right and transparent management of information.

5.3. Solidarity

  • The preservation, maintenance and affirmation of the Company’s reputation and image is the duty of all who, in any way, contribute and participate in this result, and therefore, all directly and indirectly, jointly and severally responsible for the Company’s success.
  • The spirit of competence must prevail over that of competition in all professional activities.
  • The exchange of ideas and experiences among co-workers with complete freedom and regardless of one’s hierarchical position is a manifestation of solidarity, from which everyone can benefit.
  • Personal and professional relations should always be marked by the spirit of cordiality and cooperation.

5.4. Valuation of Human Capital

  • It is the Company’s responsibility to create an environment conducive to the development of the social and community work of all its administrators, fiscal councilors, employees, suppliers and partners, and to be responsible for providing it with satisfactory conditions.
  • The participation of administrators and employees in class bodies and in sports, religious or other activities, performed outside the working environment and hours, is seen as part of the exercise of citizenship.
  • Criticisms or suggestions that aim to improve work processes or relationships within and outside this environment will always be welcomed and considered as relevant service by its author.

5.5. Valuation of Diversity

  • No kind of discrimination, prejudice, harassment or embarrassment will be tolerated, including oppressive practice or abuse of power, whether by reason of color, ethnicity, politics, sex, creed, origin, gender, sexual orientation, social class, incapacity or physical condition, or for any other reason, and they must be curtailed and reported.

5.6. Social and Environmental Responsibility

  • CESP respects the legislation that protects the environment and acts in the prevention of damages, formation of residues and waste of natural resources and requires in its contracting processes the strict compliance with environmental legislation and procedures for preserving the environment.
  • The development of actions and/or participation in programs that aim to establish a culture of preservation of natural resources and respect for the environment is encouraged by the Company.
  • It is the duty of all, at any level of performance, to draw one’s attention to the existence of facts or events that may generate environmental risks and the Company must adopt efficient internal control and risk management practices to identify, evaluate and establish prevention.
  • The Company is committed to providing a safe and healthy work environment by adopting measures that avoid or minimize the damage to the development of work activities.
  • Everyone is responsible for health and safety in the work environment and must comply with the internal laws and regulations related to Occupational Health and Safety, in order to maintain a healthy environment and quality of life.
  • CESP carries out its activities in a legal, ethical and transparent manner, considering the public interest and promoting the improvement of the quality of life of the community in which it is inserted, in a planned and sustainable way, through economic, cultural and social activities, to the fulfillment of their social role.

5.7. Corporate Responsible

  • The Company is committed to ethics, compliance and transparency in Corporate Governance.
  • It is the Company’s duty to ensure compliance and transparency of its activities and to be fully committed to ethics and sustainable development, ensuring, on the basis of these principles, better performance and efficiency for the intended audience.
  • The Company shall encourage and ensure the constant accountability, in order to ensure the efficient management of risks promote and foster high standards of ethical and professional conduct on the part of employees and other employees.
  • Good Corporate Governance practices should be continuously applied, as they directly contribute to the improvement of our performance.
  • The Company’s reputation and image are its main assets and, therefore, we must be ethical and judicious in our actions, always acting in accordance with CESP’s principles and values.

5.7.1. Relationship with Suppliers, Parties and Third Parties

The choice of suppliers must be made on a concrete and neutral basis, without favors and in accordance with the legislation.

The relationship with suppliers, partners and third parties will be treated in an isonomic manner, based on cordiality and efficiency to all individuals, legal entities and external institutions that maintain relations with the Company.

Through an appropriate instrument, suppliers and partners of goods and services will be required to adopt the same ethical and moral standards set forth in this Code.

In its contracting processes, CESP requires all suppliers, partners and third parties to comply with current legislation, its Bidding Regulation, with special emphasis on anti-corruption, environmental and decent work laws, refuting any form of child labor or forced labor.

It will be ensured to suppliers, partners and third parties that all commitments assumed are faithfully respected, without any favors arising from any other type of relationship other than the commercial one.

The members of the Administration Council, Fiscal Council, members of the Committees, directors, managers, employees and other collaborators directly involved in the bidding and hiring process shall inform the Company of their impediment due to the technical, commercial, economic or financial bond involved, refraining from joining any bid, negotiation or contract management with the companies involved.

5.7.2. Relationship with Shareholders and Investors

The relationship with shareholders and prospective investors is the exclusive competence of the Chief Financial Officer and Investor Relations Officer and must be based on the accurate, transparent and timely disclosure of relevant information, in order to enable them to follow the Company’s activities and evaluate the performance and potential growth.

Once it is managed with transparency and responsibility, the Company is dedicated to adding value to the business, so that its shareholders have, in a long-term vision, an adequate return on their capital.

All information, whether mandatory or not, that are of interest to its shareholders should be communicated by the quickest means available and without favor.

The interests of minority shareholders should be protected by the principle of equity, both in relation to the distribution of results and to the disclosure of relevant information.

The Company must maintain vigilance on the risks to which it is subject, whether they are political, financial, environmental, regulatory or operational or related to the market, with the purpose of quickly and efficiently avoiding practices that may compromise results for shareholders.
The members of the Company’s Administration Council, Fiscal Council, Committees, Officers, managers, employees and other collaborators must keep confidentiality concerning the relevant information that has not yet been disclosed, to which they have access due to their position or role, until such information is communicated to the public, as well as ensuring that subordinates and third parties of their confidence also keep them confidential.

Negotiations by these related persons of shares or any securities issued by the Company must be carried out strictly according to the terms and conditions of CESP’s Trading Policy, respecting the refraining periods.

5.7.3. Relationship with the Press

The work that press professionals develop in order to clarify the population and defend the common good is recognized and respected by the Company.
It is necessary to maintain an open and permanent dialogue with the press, but only the employees authorized by the Company’s Spokesperson Policy are authorized to speak on their behalf.

The external disclosure of a document, information or data for internal use by CESP, of which it has knowledge, possession or control, is prohibited, without the due compliance of established internal procedures or without the proper formal and express authorization of the competent internal bodies.
It is the Company’s commitment to set forth its version on facts that are publicly disclosed and which, directly or indirectly, may affect its reputation or image or the legitimate interests of its shareholders.

5.7.4. Relationship with Trade Unions

The Company recognizes that trade unions are legitimate representatives of employees in filing claims and conducting negotiations that address issues arising from labor relations.

These relationships should be conducted in an atmosphere of mutual respect, seeking a balance between the interests of the parties involved, such as the Company itself, its shareholders, employees and society in general.

The Company, which prioritizes the path of labor negotiation, is represented by the group of managers and officers, and is advised by the Human Resources Department, responsible for labor relations and unions.

The Company recognizes the importance of the right to free association with professional entities, whether they be professional unions or class associations, with respect to collective negotiation, the legitimacy of unions and the union engagement of their employees. Without creating obstacles to the free association of their employees, they will require the fulfillment of the obligations inherent to the labor contract.

5.7.5. Relationship with the Public Power

The Company’s performance and its relationship with the Public Power, at all levels, spheres and instances, is governed by constitutional principles and current legislation.

CESP respects and encourages the inspiring criteria of the current legislation and any judicial determinations resulting therefrom. It is also part of the Company’s policy to go beyond the letter of the law and welcome its spirit. Therefore, consultancy with the Legal Department should be a habit, when there are doubts regarding with the legislation.

We must always obey laws, rules and regulations, wherever we may be. The principles of legality, impersonality, morality, publicity, efficiency, motivation and honesty will always guide the conduct of CESP’s business, and all employees must apply them.

5.8. Excellence

  • All professional activities must be exercised with determination, dedication and diligence, always aiming at the technical improvement and permanent updating, in line with the Company’s strategic objectives.

5.9. Combating Fraud and Corruption

  • The Company declares itself to be vehemently opposed to acts or practices that corroborate fraud and corruption, and it is the duty of its audience to combat corruption in all its forms, including extortion and bribery.
  • The Company is guided by the principles established in this Code, and maintains a structure of internal controls, in order to prevent the occurrence of illicit acts, always complying with the best market practices, regarding the prevention, remediation and punishment of acts of corruption and fraud, as well as the applicable legislation.
  • In accordance with the Company’s values and principles, the audience for which this Code is intended is forbidden:

a) To offer or give money, regardless of the value, or any other type of advantage, to any supplier, market participant, investor or any other person or public or private entity with which it relates;

b) To accept, suggest, solicit and receive goods, gratuities, commissions, payments and financial aid, in any situation;

c) To plead, solicit, provoke, suggest, receive or offer any type of financial aid, bonus, prize, commission, donation or advantage of any kind to himself or herself, their family or any person, to carry out business activities or to influence others for the same purpose;

  • The mere suggestion or promise of any kind of advantage or favor of third parties in exchange for their own benefit, whether financial or not, is prohibited by the Company.
  • Payments to streamline the execution of administrative activities such as the facilitation of licenses, authorizations or permits are considered bribes.

5.9.1. Harmful Acts to the National and Foreign Public Administration

It is forbidden to the public for whom this Code is intended for any practices that violate the national or foreign patrimony, against the principles of public administration and also the following ones:

a) Directly or indirectly promising, offering or giving an undue advantage to public agents or third persons related to them;

b) Financing, funding, sponsoring or in any way subsidizing the practice of illicit acts;

c) Using interposed individuals or legal entities to conceal or disguise real interests or the identity of benefits of acts practiced;

d) Hindering the investigation or inspection activity of bodies, entities or public agents, or intervening in their action, including in the scope of regulatory agencies and inspection bodies of the national financial system.

5.9.2. Bidding Process and Contracts
The Company must ensure that each contracting entered into, from the moment of their structuring, are carried out with equality and equity in the treatment of bidders and contractors, adopting simple, transparent and objective procedures, aiming at obtaining the best technical and economic result, meeting the competitive character of the procedure, except in this case, concerning the legal hypotheses.

Bids and contracts will be modeled and developed in accordance with the Company’s Corporate Governance, Policies, Manuals and Norms rules, ethical standards and compliance with anti-corruption practices.

The Company practices, in the bids and contracts, the precepts of environmental, economic and social sustainability.

It is a violation of the bidding process and contracts, subject to civil, administrative and criminal sanctions, to the Company’s internal regulations and to this Code, any attempt to:

a) Break the secrecy of the budgets prior to the homologation phase of the bidding, except for the legal hypotheses;

b) Frustrate or defraud, through adjustment, combination or any other expedient, the competitive nature of bidding;

c) Prevent, disrupt or fraud the performance of any bidding act;

d) Remove or seek to remove a bidder, by means of fraud or by offering an advantage of any kind;

e) Fraud biddings or contracts resulting therefrom;

f) Create, fraudulently or irregularly, a legal entity to participate in biddings or to conclude a contract;

g) Enter into contracts and promote their modifications or extensions, in violation of the law, including convocation act or the internal norms of the Company, to receive advantages or undue benefits;

h) Manipulate or defraud the economic-financial balance of contracts.

5.10. Concealment of Goods or Money Laundering

The Company does not allow, in the development of professional activities and commercial relations, practices aimed at the laundering or concealment of assets, dissimulation of their origin, operation of securities, transfer or receipt of ownership of movable or immovable property, directly or indirectly, and illegal acts.

5.11. Sponsorship and philanthropic donations

  • Any donation of goods or services will be approved by the Collegiate Board of Directors of CESP, in accordance with the applicable legislation and meeting the limits established by the Company’s Bylaws.
  • The Company defines as sponsorship the financial contribution or the inclusion of its brand in actions that contribute to the construction of its institutional image. All sponsorships, as well as benefits arising from them, must be submitted and approved by their Collegiate Board of Directors, and comply with this Code.
  • CESP does not make contributions to political parties or political campaigns of candidates for elected positions, under the terms of the applicable legislation.

5.12. Information and Communication Technology Resources

  • All information technology resources of CESP are owned by the Company, including information created, stored or transmitted by using such resources.
  • The Company reserves the right to monitor equipment, systems, and network activities, including, but not limited to, electronic and voice mail, internet and intranet use, and any information stored in accordance with the appropriate circumstances and in accordance with the current legislation, and may cancel any user’s access to IT resources at any time, with or without prior notification.
  • It is expressly forbidden to install, copy, sell or distribute software and its manuals, without a legally established use license.

5.12.1. Electronic mail

Electronic mail is a working tool made available by the Company to be used in the exercise of one’s functions and that may also be used for personal purposes. It should be used with discretion and common sense, as computer equipment and its contents are maintained by the Company.
Everyone should be very careful and attentive with the content and language used in the emails, leaving no doubt with terms that can be ambiguously interpreted.

VI – MANAGEMENT AND APPLICATION OF THE CODE OF CONDUCT AND INTEGRITY

It is the Company’s commitment to periodically review and update this Code in order to keep it adhering to its organizational values and current legislation.

The Administrators must be committed to the diffusion of the culture of integrity and to the valuation of the ethical and moral behavior.

6.1. Compliance, Risk Management and Internal Control Department

The elaboration, disclosure, revision and implementation of this Code, as well as the periodic training on its contents, are the responsibility of the Compliance, Risk Management and Internal Control Department, with the support of the Ethics Committee and the Human Resources Department.

6.2. Ethics Committee

The Ethics Committee has the task of investigating, determining, assessing and judging complaints of alleged violations of the Code.

The complaints are made in the Complaints Channel and once they are logged, classified and analyzed, so as to check whether the complaint presents sufficient evidence or necessary minimum elements that allow one to check the truth of the facts, they are sent to the Ethics Committee for verification.
The possible sanction proposed by the Committee will be sent to the Collegiate Board, which is responsible for its application.

The composition, operation, responsibility and rules for processing complaints are provided for in the Internal Rules of the Ethics Committee.

6.3. Awareness and Training

It is the Company’s commitment to develop a Program for Awareness and Training of the Code of Conduct and Integrity and on other topics related to the Company’s activities, which should provide training, given at least annually.
This Code of Conduct and Integrity will be part of the contracts with suppliers, which must comply with and enforce it, and these suppliers shall be responsible for disclosing and training persons who are related to CESP, recording their acceptance, which may be made via electronic or digital means.
The Code of Conduct and Integrity, approved by the Administration Council, will remain available on the Company’s website and should be widely disclosed by its media to all its target audiences.

6.4. Receipt/Acceptance Term

This Code of Conduct and Integrity is in compliance with the Company’s internal regulations and is mandatory.

For this reason, the delivery of a printed or electronic copy must be done by means of a counter-signature of the Receipt Term or via any instrument for this purpose, by the recipient, thus recording their adherence.
The Company shall establish the distribution and receipt control procedures.

VII – GENERAL PROVISIONS

7.1. Sanctions Applicable in Case the Code is Violated

In case of violation of this Code of Conduct and Integrity, the first attitude will always be the dialogue in an environment that favors clarification and correction, provided that the existence of good faith is evident.

If there is an evidence or denouncements of non-compliance with this Code by any member of the audience for which it is intended, after the due analysis and confirmation of its contents by the Ethics Committee, preserving anonymity, the Company shall take the appropriate legal measures and, in case of employees, apply the sanctions provided in the Standard and Procedures “Criteria for Applying Disciplinary Measures,” No. 06.05.26. Or, whenever appropriate, institute an investigation to determine it.

For the purposes of this Code, in addition to those provided for in the Consolidation of Labor Laws, the following conduct shall be punishable, without prejudice to their personal responsibility in the administrative, civil and criminal spheres:

a) The confidentiality breach in the process of denouncement investigation received through the Complaints Channel;

b) Disclosing the identity of complainants by any means;

c) Submitting a complaint that the complainant knows to be false.

In the case of suppliers, partners and third parties who are commercially related to the Company, and who oppose the provisions of this Code, appropriate actions will be taken in the form of the contract, and may also entail contractual termination and legal actions for damages borne by the company.

7.2. Duty to Inform

It is the ethical duty of the public for which this Code is intended, to denounce, through the Complaints Channel, any violation of this Code, as well as irregularities and/or facts, data or situations which they are aware of, and which may prejudice the Company and/or other audiences that are part of their relationship.

It is the duty of employees and other collaborators to report possible violations to this Code, through the Complaints Channel.

Compliance with an illegal act is also liable to punishment.

7.3. Complaints Channel

The Complaints Channel is intended to receive internal and external complaints regarding non-compliance with this Code, internal rules and practices of corruption, fraud and irregularities that harm the Company’s assets, reputation and image.

The Complaints Channel is independently and impartially operated, and all cases are duly registered, classified according to the nature of the complaints, analyzed and sent to the Ethics Committee for verification.

The determination of the content of the denouncements must be carried out in accordance with the Internal Rules of the Ethics Committee, and based on minimum necessary elements that allow one to verify the truth of the facts.

The complainant’s anonymity is preserved for an indefinite period, but criminal, unfounded, fraudulent or malicious denouncements may be subject to investigation.

The confidentiality of the investigation and determination process shall be maintained until the final administrative decision.

The Complaints Channel will proceed to update of the determination and final result of the denouncement, which may be followed by the complainant.

It is the Company’s duty to disclose and encourage the use of the Complaints Channel to its internal and external audience:

COMPLAINTS CHANNEL

Phone: 0800 878 9018

Websites:
www.cesp.com.br
www.canalintegro.com.br/cesp

7.4. Non-Retaliation

The Company does not allow acts of retaliation, such as threats, misjudgment, prosecution, suspensions, and dismissals, among others, against the person who, in good faith, denounces or express suspicion regarding possible violations of this Code.

Conducts in this regard must be immediately reported and, in case its occurrence is confirmed, disciplinary measures against the retaliation agent will be determined and applied.

7.5. Effectiveness of the Code of Conduct and Integrity

The audience related to this Code must meet, comply with and enforce its terms and conditions, adopting an ethical and responsible behavior and giving an example of conduct, in order to guarantee its effectiveness.

In this sense, this Code guides our conduct on a daily basis, but this document does not aim at providing definitive answers to all questions.

Hence, we must rely on our common sense regarding with what is required by the Company’s conduct standards, including acknowledging the moment when it becomes necessary to ask for guidance on the conduct to be adopted.

Thus, managers, tax advisors, employees and other collaborators, suppliers and partners must:

  • Read, understand and comply with this Code, both in form and content. Claiming ignorance shall not exempt one from its requirements;
  • Follow the law in all circumstances;
  • Never adopt a behavior that undermines the Company’s reputation;
  • Beware of situations that may seem ambiguous, especially when speaking or listening to expressions such as “Everyone does so”, “Maybe just this time”, “No-one will ever know” or “In the end, it will not make a difference.” These are indications for one to stop, reflect on the situation and seek guidance;
  • Discuss controversial situations with the hierarchical superiors, with the Executive Board or with the Compliance, Risk Management and Internal Control Department.
  • If you have questions about how to apply the Code of Conduct and Integrity, please send an email with your inquiry to:

codigo.eticaeconduta@cesp.com.br

Approved by the Board of Directors on 06/11/2018.

Dividend Policy

1. CESP’s Management adopts the policy of quarterly appreciating (i) the results of Quarterly Information – ITRs, (ii) the projection of results of the year in progress, (iii) projected future cash flow and, whenever the financial situation allows, anticipate dividends as interest on equity pursuant to the by-laws and the Brazilian legislation

2. Both the payment of dividends and the payment of interest on equity will observe the statutory priority attributed to Class A Preferential Shares – PNAs.

3. Pursuant to the by-laws, the fiscal year will coincide with the calendar year, at the end of which the Company will prepare the annual accounting statements. Brazilian Corporate Law and the Company’s by-laws require the holding of an Annual Shareholders’ Meeting until April 30 of each year, in which, among other matters, the shareholders shall decide on the Board of Directors’ proposal of distribution of annual dividends related to the previous year. All the shareholders registered as such on the base date of the declaration of dividends are entitled to receive dividends, distributed pursuant to the by-laws.

4. For the purposes of Brazilian Corporate Law, net income is defined as the result of the year that remains after deducting the accumulated losses from previous fiscal years, the amounts related to income tax and social contribution, any amounts allocated to profit sharing to employees and managers, which are not foreseen in the case of CESP. Before any other allocation, five percent (5%) of net income shall be deducted to the formation of the legal reserve, until the limit of twenty percent (20%) of the capital stock.
5. Also pursuant to the law, the Board of Directors’ proposal of allocation of the results to the shareholders will comprise adjusted net income, after deducting the portions necessary to the formation of the reserves permitted by law and adding realization of the income reserve, if any.
6. The result distribution will be made in compliance with the by-laws.
Approved by the Board of Directors on 06/07/2011

Additional Information to the Dividend Policy

Shareholding Composition

The Capital CESP, is as follows:

Shares Quantity Capital(R$ thousand) Participation
Ordinary (ON) 109,167,751 R$ 1,991,814 33.3%
Preferential(PNA) 7,399,122 R$ 135,000 2.3%
Preferential (PNB) 210,935,800 R$ 3,848,619 64.4%
TOTAL 327,502,673 R$ 5,975,433 100.0%

Rules on the distribution of dividends

The Company’s Articles of Association, in article 31, establishes that the profit in the financial year, after the deductions forecasted by law, shall have the following destination:

  • application of 5% (five per cent), before any other destination, to the constitution of the legal reserve, up to the limit of 20% (twenty per cent) of the share capital;
  • from the balance, an amount will be destined for the payment of the priority annual dividend to the class A Preferential shares of 10% (ten per cent), calculated over the amount of the paid-up share capital represented by class A Preferential shares, to be equally prorated between the same;
  • from the balance, an amount will be destined to the payment of the mandatory annual dividend to the Ordinary shares and to the class B Preferential shares corresponding to 10% (ten per cent) of the amount of the paid-up share capital represented by these shares, to be equally prorated between them;
  • from the balance, up to 20% (twenty per cent) the Company may allocate as deliberated by the General Assembly, for reinvestment to expand the activities of its corporate object, up to the limit of 10% (ten per cent) of its share capital;
  • the balance shall have the destination deliberated by the General Assembly, in compliance with the retentions allowed by law, and, in the case of a distribution of the remaining balance to the Ordinary and class A Preferential and class B Preferential shares, this later shall be done under equal conditions.

The payment of interest as remuneration of its own capital may be deduced from the amount of payable dividends, as established in the legislation in force.

The Articles of Association also establish in article 32 that:

  • The Ordinary shares will have the right to a mandatory minimum dividend corresponding to 25% (twenty-five per cent) of the net profit in the exercise, after the deductions established or allowed by law;
  • The class B Preferential shares will have the right to take part under equal conditions with the Ordinary shares in the distribution of the mandatory dividend according to the terms of the caput of the current Article.
  • The mandatory dividend may be paid by the Company in the form of interest over its own capital.

Constitution of Unrealized Profit Reserves

In the 2009 exercise, the net profit of R$ 762.7 million was strongly influenced by the positive financial result with revenues from currency exchange variations, in the amount of R$ 665 million. Out of that profit, a portion of R$ 579.9 million refers to financially unrealized currency exchange variations, due to the existence of long-term liabilities. The acknowledgment of that revenue did not imply a cash admittance and constituted an unrealized result. The realization shall effectively occur only upon the payment of the portions of the principal of loans and funding operations.

Therefore, based on CVM’S Opinion nº 13/1987 and on the CVM/SNC/SEP Circular nº 1/2006, and on item II, of article 197 of Law nº 6.404/76, the constitution of an unrealized profit reserve was proposed in the total amount of R$ 579.9 million, related to the portions of currency exchange variations that shall be realized between 2011 and 2019.
Composition of the unrealized portions:

Amounts in R$ Thousand

Exercises 2016 2017 2018 2019 Total
Unrealized Portions: 31,097 34,593 38,482 35,442 139,614

Thus, based on the opinion of CVM Guideline No. 13/1987 and the CVM / SNC / SEP No. 1/2006, and item II of Article 197 of Law 6,404 / 76, proposed to profit reserve of the realize the amount of R $ 579.9 million related to the parts of exchange rate changes that will take place between 2016 to 2019.

Such reserve, if not absorbed by losses, will be realized according to the schedule above, in the amount of the portions for every realization year, which shall become a part of the dividend base of the result destination proposals presented to the shareholders, in the respective financial years, in conformity with item III, of article 202 of Law nº 6.404/76.

Periodicity of the distribution of dividends

The Company, according to article 31 of its Articles of Association, distributes dividends based on the profit in the financial year. The Articles of Association also establish, in article 32 fourth paragraph, that the Company may elaborate intermediary or intercalary balance sheets for the purposes of dividend distribution or payment of interest over its own capital. The Management Board may deliberate on the payment of interest over its own capital or distribution of dividends on account of the result in the exercise in course or on account of the profit reserve, without any loss to the posterior ratification by the General Assembly.

Profit Reserve Balance in the last three financial years:

Amounts in R$ thousand

Income Reserve 12.31.2013 12.31.2014 03.31.2015
Income Reserve unrealized 200,794 656,738 628,783

 

Disclosure Policy

I – Applicable Definitions

Stock Exchanges – It means the São Paulo Stock Exchange – Bovespa and any other stock exchanges or organized trading markets where the Company has Securities admitted for trading.

Company – It means CESP – Companhia Energética de São Paulo

CVM – It means the Brazilian Securities and Exchange Commission.

Investor Relations Officer – It means the Company’s officer elected to exercise the attributions provided for in CVM regulation and designated to follow and inspect the compliance with the Disclosure Policy of Material Information and Confidentiality.

Material Act or Fact – It means any decision of the controlling shareholder, resolution of the General Meeting or of the Company’s management bodies or any other act or fact of political-administrative, technical, business or economic-financial character occurred or related to the Company’s businesses, which may have a ponderable influence:

(i) in the quotation of Securities;

(ii) in the decision of investors to buy, sell or maintain the Securities;

(iii) in the determination of investors exercising any rights inherent to the condition of holders of Securities.

Examples of situations that may be Material Act or Fact are found in article 2 of Rule CVM no. 358/2002.

Related Persons – It means the Company, its direct and indirect controlling shareholders, officers, members of the board of directors, of the fiscal council and of any other bodies with technical or advisory functions created by bylaws provision, or whoever, by virtue of his/her position, function or post in the Company, its parent company, its subsidiaries or associated companies, is aware of the information of Material Act or Fact and has executed the Declaration of Compliance.

Disclosure Policy – It means the Disclosure Policy of Material Information and Confidentiality, prepared pursuant to Rule CVM no. 358/2002.

Declaration of Compliance – It means the formal instrument executed by the Related Persons and acknowledge by the Company, by means of which the Related Persons show to be aware as to the rules in the Disclosure Policy.

Securities– It means the shares, debentures, subscription bonuses, receipts and subscription rights, promissory notes issued by the Company, deposit certificates of these Securities and futures contracts and derivatives related to any of these Securities.

II – Purpose

1. The purpose of this Disclosure Policy is to set forth rules which shall be complied with by the Investor Relations Officer and other Related Persons concerning the disclosure of Material Information and the confidentiality about the Material Information which has not been disclosed to the public yet.
2. Any doubts about the provisions of this Disclosure Policy, the applicable regulation edited by the CVM and/or about the need to disclosure or not certain information to the public shall be clarified with the Investor Relations Officer.

III – Duties and Responsibilities

3. The Company’s Investor Relations Officer has the following responsibilities:
(i) to disclose and inform the CVM and the Stock Exchanges, immediately after being aware and approval in the proper levels, when necessary, any material act or fact occurred or related to the Company’s businesses which is deemed Material Information;
(ii) to supervise the wide and immediate dissemination of the Material Information simultaneously on the Stock Exchanges and in all markets where the Company has Securities admitted for trading, as well as to investors in general.
4. The communication of the Material Information to the CVM and Stock Exchanges must be made immediately by means of a written document, describing in details the acts and/or facts occurred, indicating, whenever possible, the amounts involved and other clarifications.
5. The Material Information must be disclosed to the public by means of a notice published in the newspapers used by the Company, clearly and accurately, in a language accessible to investors, and the notice may contain the summarized description of the Material Information, as long as indicating the address on the Internet where the full description of the Material Information is made available, in a content at least equal to the text sent to the CVM and the Stock Exchanges.
6. Whenever a Material Information is disclosed by any means of communication, including information to the press or at meetings of class entities, investors, analysts and selected public, in Brazil or abroad, the Material Information will be simultaneously disclosed to the CVM, the Stock Exchanges and investors in general.
7. Any Related Person who is aware of acts or facts that may be Material Information shall immediately inform, in written, the Investor Relations Officer.
8. The Related Persons who have informed an act or fact supposedly material to the Investor Relations Officer and who do not receive, in five (5) business days counted from the receiving of the information sent, a reply as to the treatment given to the information sent and received, shall immediately inform the Material Act or Fact to the CVM, upon simultaneous communication to the members of the Company’s Board of Executive Officers.
9. The Material Information shall rather be disclosed before the beginning or after the closure of the negotiations on the Stock Exchanges. In the event the Stock Exchanges are not simultaneously operating, the disclosure will be made in compliance with the business hours of the Stock Exchanges located in Brazil.

IV – Exception to the Immediate Disclosure of Material Information

10. The acts or facts which are Material Information may not be disclosed if their disclosure may pose a risk for the Company’s legal interest.
11. The Company may decide to submit to the appreciation of the CVM a matter about the disclosure to the public of Material Information that may pose a risk for the Company’s legal interest.
12. Should any Related Person verify that a Material Information not yet disclosed to the public became known by several people who (i) originally were aware; and/or (ii) decided to keep confidential the Material Information, or, should an atypical fluctuation in the quotation, price or amount traded of Securities be verified, he/she shall immediately inform the Investor Relations Officer who shall arrange for the Material Information to be immediacy disclosed to the CVM, the Stock Exchanges and the public.

V – Duty to Keep the Material Information Confidential

13. The Related Persons must keep confidential the Material Information that has not been disclosed yet, which they have access to due to their position or post, until the Material Information is disclosed to the public, as well as supervise that subordinates and third parties of their trust do the same.
14. Any violations of this Disclosure Policy verified by the Related Persons shall be immediacy informed to the Company’s Investor Relations Officer.

VI –Compliance

15. All the Related Persons, such as the direct and indirect controlling shareholders, officers, members of the board of directors, of the fiscal council and of any other bodies with technical or advisory functions created by bylaws provision, or whoever, by virtue of his/her position, function or post in the Company, its parent company, its subsidiaries or associated companies, is aware of the information of Material Act or Fact, shall comply with this Disclosure Policy of Material Act or Fact, upon the execution of the Declaration of Compliance.
16. The Company will keep in its headquarters the list of Related Persons and their respective qualifications, indicating the position or function, address and the Individual Taxpayer’s Register and/or the Corporate Taxpayer’s ID, updating it in the event of any change.
17. The Declarations of Compliance executed will be filed with the Company’s headquarters for at least five (5) years after the end of the connection existing between the signatories.

VII – COMPLIANCE WITH LAW 9361 OF JULY 5, 1996

18. Since CESP is still under the São Paulo State Privatization Program (PED), the Executive Council of the PED is empowered to report all the relevant acts and facts related to the CESP privatization process till its conclusion.

CESP – COMPANHIA ENERGÉTICA DE SÃO PAULO

Exhibit to the Disclosure Policy of Material Information and Confidentiality

DECLARATION OF COMPLIANCE

I, as a Related Person, am aware and agree with the terms and conditions set forth in this Disclosure Policy of Material Information and Confidentiality, prepared in compliance with Rule CVM no. 358/2002 and duly approved by the Company’s Board of Directors.

NAME:
POSITION/FUNCTION:
ADDRESS:
INDIVIDUAL TAXPAYER’S REGISTER (CPF):
PLACE/DATE:
SIGNATURE:
Approved by the Board of Directors on 07/15/2002

Risk Management Policy

1 – Establish the process, methods and criteria for the identification, assessment, monitoring and communication of risks and the respective control and monitoring actions in the several levels of corporate competence.
2 – Promote actions for the management of risks in line with the Company’s Strategic Plan.
3 – Disseminate the risk management culture and promote it in all the Organization’s levels.
4 – Disseminate the concept of continuous monitoring in order to improve internal controls and processes.

Approved by the Board of Directors on 06/07/2011

Environmental Policy

Principles and Guidelines

1 – Incorporate social/environmental variables to the Company guidelines, planning and operational procedures;
2 – Fully comply with legislation in force and other requirements subscribed by the Company seeking, whenever possible, to exceed legal and normative requirements;
3 – Adopt procedures that assist in the pollution prevention, energy efficiency and responsible use of natural resources and ecosystem services;
4 – Seek the continuous improvement of the Company environmental performance, with regards to social/environmental aspects;
5 – Promote ecosystems conservation, by avoiding, mitigating or compensating for eventual impacts caused by our operation;
6 – Disseminate a social/environmental responsibility culture with employees, service renderers, suppliers, surrounding communities and other stakeholders;
7 – Establish a program for mitigation and adaptation to climate changes, based on inventory and on greenhouse gases emissions reduction.
Updated in Board of Directors Meeting, on 05/04/2015

Climate Change and Carbon Sequestering

CESP – Companhia Energética de São Paulo, concerned about the effects climate change may have on society, as well as about the economic, social and environmental dynamics of its electric energy generation activities, in face of the commitments assumed in its Environmental Policy, hereby formalizes its commitment to promoting sustainable development and exercising social responsibility and environmental management in its activities.

This commitment presupposes the continuous assessment of its activities in relation to climate change issue on the national and international levels, whenever possible incorporating them to its strategic planning.

Approved in Board of Directors Meeting, on 05/04/2015 (item 7 of Environmental Policy)

Company Securities Trading Policy

1. The objective of the Trading Policy is to establish the rules that the Company and Related Persons should follow in relation to the trading of securities issued by the Company in a transparent and ordered manner, avoiding improper use of relevant information that is still confidential, in accordance with CVM Instruction 358/2002 and amendments thereto.

2. For the purposes of this Policy, the term Related Persons refers to the Company, Controlling Shareholders, Officers, members of the Board of Directors, Fiscal Council and any other technical or advisory bodies created by statutory provision, as well as employees who have frequent access to information that may be considered as material act or fact by the Officers and members of the Board of Directors of the Company and who have expressly adhered to this Trading Policy and are obliged to comply with its rules.

3. Pursuant to CVM Instruction 358/2002, the trading of Company securities by the Company or Related Persons is prohibited before the disclosure of Relevant Information to the market. Security trading is also prohibited during processes of acquisition or sale of Company shares by the Company or its subsidiaries, affiliate companies or other jointly-controlled company; if a stock option or mandate has been granted for the same purpose; or if the Company aims to carry out any incorporation, total or partial spin-off, merger, transformation or corporate restructuring. In the context of a public offering of securities and under the terms of article 48 of CVM Instruction 400/2003, Related Persons shall abstain from trading Company securities until the publication of the announcement of conclusion of the offering.

4. . Related Persons may not trade Securities issued by the Company: (i) fifteen (15) days calendar days prior to the disclosure of the quarterly information (ITR report) and annual information (standardized financial statements (DFP) and Reference Form), in accordance with paragraph 3 of article 15 of CVM Instruction 358/2002; and (ii) between the date of resolution by the competent body to increase the capital, pay dividends and interest on equity and the publication of the respective notices and announcements.

5. Related Persons who leave the Company prior to the disclosure of any Relevant Information generated during their management at the Company may not trade the Securities issued by the Company: (i) within a period of six (6) months after they leave the Company; or (ii) until the Company discloses the Relevant Information to the market.

6. In the event an agreement or contract is entered into for the purpose of transferring the respective controlling interest, or if any option or mandate is granted for the same purpose, or if the Company aims to carry out any incorporation, total or partial spin-off, merger, transformation or corporate restructuring, and while the operation is not made public via the publication of a material fact, the Company’s Board of Directors may not resolve on the acquisition or sale of own shares.
7. The prohibition to trade Company Securities will no longer be in effect once the Company discloses the respective Relevant Information to the market. However, said prohibitions will remain in effect even after the disclosure of the Relevant Information if trading of the Securities by Related Persons could interfere, with prejudice to the Company or its shareholders, with the act or fact associated with the Relevant Information.

8. Pursuant to CVM Instruction 358/2002, Related Persons may trade the Securities issued by the Company in compliance with item 3 above, provided that they meet at least one of the following characteristics: (i) acquisition of treasury stock through private trading, resulting from the exercise of a stock option under a stock option plan approved by a shareholders’ meeting; or (ii) trading of Securities by Related Persons with the purpose of making a long-term investment; these securities may not be sold prior to one hundred and eighty (180) days as of the date of their respective acquisition.

9. Restrictions to this Trading Policy do not apply to the investments funds in which the Related Persons hold membership interest, provided that these are not exclusive investment funds or investment funds whose trading decisions of the administrator or manager of the portfolio are influenced by Related Persons.
10. All Related Persons and, at the Company’s discretion, other persons that the Company deems necessary or convenient, who will also be considered Related Persons, must sign the Term of Adhesion to this Trading Policy (under the terms of the Attachment herein).

Approved by the Board of Directors on 06/07/2011

Corporate Social Policy

The Management of CESP approved in June 2007 the Corporate Social Policy. The formalization of the Policy comes to meet the new demands of market such as corporate sustainability, social responsibility and socioeconomic development, based on principles that underlie practices enshrined in the Company.

These practices are important matters for competitiveness of the Company´s business and its relationship with shareholders, creditors, customers, employees, partners, community, government and society.

In June 2015, in order to adjust it to the concepts prevailing in the market, the scope of principle 1.3 has been expanded, explaining rejection and prohibition of any practice of sexual exploitation of men, women, children and youth.

1. Corporate Social Policy

1.1. To not permit the use of child labor in any form, whether directly or indirectly, within the company.

1.2. To exclude any supplier of goods or services that uses, whether directly or indirectly, child or slave labor, or any manner of forced or compulsory labor, and to publish this fact in all company public notices.

1.3. Reject oppressive practices of coercion to forced or compulsory labor, abuse of power as moral or sexual harassment, and the practice of sexual exploitation of men, women, children and youth in any form.

1.4. To value human diversity, standing behind for the premise that all groups, minority or otherwise, are entitled to their place in society, and to distribute this creed to all employees.

1.5. To encourage diversity in work force, ensuring equal opportunities in terms of employment and professional growth, not discriminating on the basis of race, skin color, sex, sexual orientation, religion, nationality, marital status, age or physical condition.

1.6. To not tolerate any form of abuse of human rights, of any nature, by employees, management, outsourcers or agents.

1.7. To not permit, under penalty of imposing sanctions, any discriminatory act or practice of any kind that violates the principles of equal rights and respect for human dignity.

1.8. To act severely and to condemn situations involving actions that foster illegal practices, under penalty of imposing sanctions, in accordance with the company’s Personnel Regulations in effect.

2. Guidelines of the Corporate Social Policy

2.1. To ensure that HR Rules and Procedures used in recruiting and hiring process are in strict compliance with the Apprenticeship Law of and the Brazilian Child and Adolescent Statute.

2.2. To ensure that HR Rules and Procedures honor the criteria of competence and professional performance.

2.3. Based on the current policy in effect, to maintain and encourage the Corporate Volunteer Program through educational, sports and leisure activities organized by volunteer employees for the community, children, youth, senior citizens and the underprivileged population in general.

2.4. To support educational initiatives and to welcome local schools that shows an interest in social and environmental activities.

2.5. To support educational activities for children and youth in a manner consistent with its status as a sponsor of the Child Citizen Institute.

2.6. To ensure funds for the continuous growth of the program that provides opportunities for professionally training young students between the ages of 14 and 24, in accordance with the Apprenticeship Law.

2.7. To assist managers and employees in resolving professional conflicts through negotiation and administrative actions, using the techniques and services of specialized departments to prevent oppressive practices.

2.8. To maintain social and other specialized services as a confidential channel for employees to voice any discriminatory practices.

2.9. To strengthen and maintain permanent channels and dialogue with the communities in which it operates in order to clarify, prevent and control the possible impacts of its activities and to establish fair and balanced relationships by encouraging, promoting and participating in socially-responsible and citizen-strengthening initiatives.

2.10. To ensure creation and disclosure to stakeholders of the Code of Corporate Conduct, the corporate document that will clearly establish the principles, behavior, rules and responsibilities that will guide the actions of the company’s management, employees, suppliers, service providers and the community.

Approved by the Executive Board on June 28, 2007 and updated on June 8, 2015.

Conversion Policy for Class “A” Preferred Shares

This policy was elaborated as per the terms of article 5 of the Company’s Bylaws and it aims to establish the rules that should be observed for converting class “A” (“PNA”) preferred shares into common (“ON”) shares and/or class B (“PNB”) preferred shares.

Every year, always at the April meeting, the Board of Directors will deliberate on opening a period for shareholders who own class A preferred shares and who are interested in converting these shares at a proportion of one share owned for one common share or for one class B preferred share.

The conversion period will begin during the first two weeks of May and it will run for not less than 15 (fifteen) consecutive days.

In order to make use of this benefit, shareholders shall have made use of all rights referring to those shares owned and present, at the act of conversion, documents for identification.

For benefit consistency, the cut-off date for capital interest payments related to the Quarterly Information for the first quarter of each year shall be set for after the conversion period.

Approved by the Board of Directors on 12/10/2013

Spokesperson Policy

The present Spokesperson’s Policy, approved by CESP’s Administration Council, has been drawn up in accordance with Federal Act No. 13,303 from June 30, 2016, State Decree No. 62,349, from December 26, 2016 and with the best market practices.

The Spokesperson’s Policy applies to all members of the Administration Council, Fiscal Council, Committees, Directors, Managers and Employees, covering all areas in the Company.

The Chief Executive Officer and Directors are CESP’s spokespersons, within the limits of their statutory powers, who may, in specific situations, formally delegate this assignment, specifying the limits of their performance.

In crises, which endanger the Company’s income, image and reputation, only the Chief Executive Officer may act as a spokesperson.

The Chief Executive Officer may formally appoint other spokespersons.

The disclosure of information about the Company, which may impact on the quotation of its securities, or its relations with the market, customers and suppliers, is solely the responsibility of the Chief Financial Officer and Investor Relations Officer.

The Company’s communication area should be the first contact of the press vehicles, and may respond to any request after the due assessment, together with the competent Executive Board, and an approval by the Presidency.

The objectives of the Spokesman’s Policy are the following:

  • Providing quality, consistency and uniformity of information offered by persons authorized to speak on behalf of CESP to the general public, so that there is no contradiction between the various areas in the Company.
  • Establishing criteria for the provision of timely and quality information to the press and to the general public.
  • Providing the press and the general public with access to information of their interest, always in compliance with the Company’s applicable rules and Disclosure Policy.
  • Preserving information whose access cannot be provided by virtue of confidentiality.

The Spokesperson Policy must meet the following guidelines:

  • Strengthening and preserving CESP’s credibility, ensuring that the Company presents itself to society and stakeholders in line with its principles and values.
  • Maintaining a transparent and professional relationship with the press and general public, meeting the demands of journalists in a timely and quality manner, and providing access to information of their interest, safeguarding that which, for secrecy purposes, cannot be provided.
  • The information provided by the spokespersons must be aligned with the Company’s strategies and business, and one is not allowed to issue personal opinions of any nature, which are in disagreement with CESP Policies.
  • No employees, collaborators or members of the Company’s management who do not have a delegation to this purpose may make a public statement, on behalf of CESP, with the press or not, without a previous authorization, as established in this Policy, including in social networks.
  • Invitations to events that require an official representative of CESP should be sent to the Presidency, hearing, when necessary, the Directors in their fields, who will decide which spokesperson shall represent the Company.

Approved by the Board of Directors on 05/28/2018.

Policy for Related Party Transactions

The Policy for Related Party Transactions – TPR aims to establish the guidelines to be complied with in the decisions involving operations between Related Parties and CESP, as well as situations with a potential for conflicts of interest, ensuring an ethical, transparent and equitable relationship, taking into consideration the Company and its shareholders’ interests. This Policy applies to all of the Company’s Directors, Employees and Fiscal Council Members.

A Related Party Transaction – TPR means the assignment of resources, services or obligations between Related Parties, regardless of whether or not there is a value allocated to the operation.

Conflicts of interest arise when a person is involved in a decision-making process in which they have the power to influence the final outcome, ensuring a gain for themselves, a family member, or a third party they are involved with, or who may interfere in their exempt and independent judgment.

In the case of the Company, potential conflicts of interest are those in which the personal objectives of decision-makers, for whatever reasons, may not be aligned with the Company’s objectives and interests in specific matters.

In view of the potential conflicts of interest in these situations, CESP seeks to ensure that all decisions that may confer a private benefit on any employee working for the Company or members of their families, entities or persons related to them, are addressed in a completely fair manner, respecting the Company’s interest.

Related parties are those persons, individuals or legal entities, who are related to the Company:

a) Directly or indirectly through one or more intermediaries, when the party: (i) controls, is controlled by or is under the common control of the Company (this includes subsidiaries or parent companies); (ii) has an interest in the Company that gives it significant influence over the entity; or (iii) has a joint control over the Company;

b) If it is affiliated with the Company;

c) If it is a joint venture or SPE, in which the entity is an investor and/or maintains a business link or partnership;

d) Their directors and officers and close members of their families or any person referred to in item “a”, which may include family members, (i) their spouse or children, (ii) children of their spouse or partner and (iii) their dependents or those from their spouse or partner;

e) Legal entities that have Directors or Common Administrators, appointed by the controlling shareholders, when they represent the majority of the voting capital in each company;

f) Legal entities that have directors or administrators shared by the Company;

g) If it is a post-employment benefit plan to benefit employees and managers at the entity, or any entity that is a related party thereof.

It is the duty of all the Company’s Officers, Employees, Administration and Fiscal Advisors to:

  • Ensure that all Related Party Transactions – TRP are carried out within the principles and ethical values established in the Company’s Code of Conduct and Integrity;
  • Ensure that Related Party Transactions comply with strictly commutative conditions, negotiated independently, through a transparent and safe process and under conditions equivalent to those prevailing in the market and/or practiced with third parties;
  • Act in accordance with the Company’s interests, in an independent, reflected and informed manner;
  • Manifest and formally express their conflict of interests to the hierarchy superior, copying the Compliance Area, Risk Management and Internal Control, when they are not independent regarding the operation or subject under discussion, or whenever they are in a position to influence or make decisions motivated by interests other than those of the Company;
  • Absent, in a conflict position, from discussions on the subject and refrain from voting. If requested by the Chairman of the Board of Directors or by the Chief Executive Officer, as the case may be, such Directors may partially join the discussion, seeking clarification on the operation and on the parties involved. In this case, they should be absent from the final part of the discussion and the voting process of the matter.

The manifestation of the conflict of interest situation and subsequent abstention shall be recorded in the meeting draft or formal communication to the immediate superior.

The disclosure of Transactions with Related Parties must be made in a clear and precise manner, in the explanatory notes to the financial statements, in accordance with the applicable accounting standards, subject to the provision of sufficient details to identify the Related Parties and the essential conditions inherent to the operations, so as to enable shareholders to exercise the right to supervise and monitor the Company’s management acts, without prejudice to the duty to promote their widespread disclosure to the market when the transaction constitutes a material event or when the financial statements are disclosed.

Approved by the Board of Directors on 05/28/2018.

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