COMPLIANCE, ETHICS AND TRANSPARENCY

We have compliance mechanisms that are continually improved

Good corporate governance and compliance practices are a pillar of our business. Our priority is to be guided by ethics, integrity, and transparency at all times.

We have implemented a new management and governance model and have endeavored to ensure process compliance and improve measures, detection, and correction mechanisms that prevent deviations from ethics.

This new model led to the review of the company’s organizational structure and decision-making process that resulted in the merging of areas, centralization of activities, approval of new integrity criteria for selecting executives, increased manager accountability for results and decisions, and elimination of individual approval limits, among others.

These measures contribute to the company’s goal of being a benchmark in ethics and integrity.

We have several internal and external control mechanisms:

Governance and Compliance at Petrobras

Petrobras has been improving process compliance to, among other objectives, strengthen ethics, integrity, and transparency in its business, focusing on adherence to internal and external laws, standards, and regulations. To reinforce the implementation of actions aimed to improve its compliance environment, the Governance and Compliance Board was created in 2014, composed of the Executive Governance Department and the Executive Compliance Department.

The Executive Governance and Compliance Board is responsible for guiding and promoting the application of the governance and compliance standards, guidelines, and procedures; for coordinating compliance management and the needed internal controls, including aspects related to fraud and corruption; for monitoring developments related to the company's complaint channel, and for ensuring the reporting of breaches that have been identified and their outcomes to the Board of Executive Officers and to the Board of Directors.

Petrobras Compliance Program

The Petrobras Compliance Program is our compliance program and represents the set of measures developed and implemented in an integrated manner with the objective of preventing, detecting, and correcting deviations from ethics, including fraud, corruption, and money laundering.

The program is intended for our various stakeholders, including the senior management, the workforce, customers, suppliers, investors, partners, sponsored entities, public authorities, and all those who relate to and/or represent Petrobras’ interests in its business relationships.

The program is comprised of three pillars, aimed at continuously enhancing ethics, integrity, and transparency in all our businesses:

Prevention: Aims to identify, evaluate, and mitigate the risk of deviations from ethics;

Detection: Involves mechanisms capable of identifying and stopping, in a timely manner, possible deviations from ethics that might not have been avoided by the prevention actions, enabling the accountability of those involved;

Correction: Establishes the liability and penalty applicable to each case of proven deviation from ethics, and it enables the improvement of the fragilities that caused the respective deviation and the recovery of possible losses.

The program should be read and understood together with the Code of Ethical Conduct, the Compliance Policy, and other internal rules and procedures. Knowledge about and observance of these documents help everyone commit with the reinforcement of the company's compliance environment, in particular with the prevention and fight against fraud, corruption, and money laundering, with zero tolerance of any type of conduct deviation.

Main documents that set parameters for our relationship with our audiences:

Code of Ethical Conduct

It defines the ethical principles that guide Petrobras System’s actions and its conduct commitments, both corporate and that of its employees, explaining the ethical sense of our mission, of our vision, and of our Strategic Plan.

The Code of Ethical Conduct, which combines the Code of Ethics and the Conduct Guide, is aligned with the best corporate integrity practices, and represents another step towards strengthening our culture of integrity.

The unification of the previous documents is a simple approach, improving the organization’s values, the principles and conduct it expects, promoting elements such as trust, transparency, responsibility, innovation, meritocracy, and good market practices

Petrobras Ethical Conduct Guide for Suppliers

The Petrobras Ethical Conduct Guide for Suppliers contains the principles, values and guidelines that guide the relation between Petrobras and its suppliers, reflecting the Company’s high integrity standards and what it expects from its supply chain.

Competitive Compliance Guidelines

This guideline contains a summary of the applicable legislation to be used as a general guideline for company managers and employees, in accordance with our Code of Ethical Conduct - without prejudice to due legal advice in concrete situations - and provides for internal control procedures aimed at ensuring respect for the established principles and rules.

Petrobras is convinced that respect for the competition defense or antitrust laws is essential for the principles and objectives of the National Energy Policy, in compliance with the legislation related to the oil, gas, and power industries, to be preserved and enhanced.

Code of Best Practices

The policies included in this document aim to improve and strengthen the Governance mechanisms in Petrobras, guiding the activities of its directors, officers, managers, employees, and collaborators. In addition, it contributes to increase the transparency, the degree of knowledge, and the confidence of the investors and other stakeholders with regard to the practices adopted internally.

The Code consists of ten policies:

I - Relevant Act or Fact Disclosure and Negotiation of Securities Policy;

II - Compliance Policy;

III - Business Risk Management Policy;

IV - Ombudsman Policy;

V – Shareholders Remuneration Policy (Dividend Policy);

VI - Appointment Policy for Members of Senior Management and the Fiscal Council;

VII – Communication and Institutional Relations Policy;

VIII – Petrobras Related Party Transactions Policy;

IX - Corporate Governance Policy;

X – Policy for the Enforcement and Governance of the Indemnity Commitment.

Compliance Policy

The policies are high-level strategic guidelines, designed to formalize a corporate positioning towards stakeholders, to reinforce fundamental aspects for Petrobras System’s business continuity, and to contribute to the alignment of the macro processes with the Company’s mission, vision, and to the major choices it makes.

The Compliance Policy represents an important instrument of corporate integrity, describing the company’s commitments to promoting the highest ethical values and transparency in the conduct of its business, with zero tolerance of fraud, corruption, and money laundering.

Our regulations detail topics such as:

Conflicts of Interest

Nepotism

Receipt of gifts

Money Laundering and Terrorist Financing

Disciplinary System

Administrative Accountability Process (AAP)

The purpose of the AAP is to determine the liability of legal entities for practicing harmful acts against the company. The Accountability Administrative Process (AAP) is another instrument used in the fight against fraud and corruption, established by means of the Anti-Corruption Act No. 12,846/13, regulated by Decree No. 8420/15. The actions for the purposes of the process begin with the identification of possible illegal acts committed by legal entities against Petrobras, reported by the workforce on the Reporting Channel or communicated to the General Ombudsman's Office or to the Executive Management of Compliance.

If the legal entity's liability for the unlawful act is confirmed, after the foreseen administrative proceedings have been completed, the Act provides for the imposition of the penalty of fine for an amount equivalent to 0.1% to 20% of the gross sales in the financial year prior to the establishment of the AAP and for the extraordinary publication of the administrative sanctioning decision.

Increased security in hiring

Integrity Due Diligence (IDD)

Integrity Due Diligence (IDD) is one of the actions that are part of the Petrobras Program for Corruption Prevention. It aims to increase security in the contracting of goods and services and to mitigate possible risks in the relationship with our suppliers, subsidizing the evaluation of the Integrity Criterion.

To meet this criterion, companies interested in initiating a registration, renewal, or reclassification process in our registry need to provide information on their organizational and business structure, on their relationships with public agents, history of integrity, relationships with third parties, and on their integrity program. The purpose of this information is to support the IDD procedure, which results in the assignment of the Degree of Integrity Risk (DIR), which may be high, medium or low.

The DIR and the results of the technical, legal, economic and Safety, Environment and Health (SEH) evaluations are taken into consideration during the selection of companies to be invited to participate in our bidding processes.

Learn more about the Due Diligence Processes for Supplier and Customer Integrity.

Increased security in decision making and in nominations

Compliance Assessments

Aiming to support and allow greater security to company manager and management in decision-making, we have established the prior analysis of certain matters submitted to the senior management for analysis. This assessment includes aspects related to compliance with the company’s internal policies, guidelines and procedures, and with applicable legislation, preventing and detecting possible compliance risks.

Increased security in appointments

Integrity Background Check (BIC) is another important mechanism to support decision-making, which aims to increase the quality of appointments to positions, without prejudice to meritocracy, through a process of integrity analysis of candidates Petrobras appoints to hold positions that are gratified in the company and to senior management positions in companies belonging to the Petrobras System, respecting the legislation in force in each country with regard to the protection of privacy and access to information.

We have strengthened our compliance culture

Communication

Communication initiatives that are aimed at publicizing and ensuring the transparency of all compliance actions implemented by the company, as well as guiding, raising awareness about, and answering possible questions of the various stakeholders.

In addition, we make a specific page on compliance issues available on the intranet featuring the main actions implemented, the corporate guidelines, other internal procedures, the legislation, and important documents, such as the Code of Ethical Conduct and the Compliance Program.

Training

We continually deepen the workforce’s knowledge on corporate guidelines, requirements, and legal responsibilities. We also hold training actions to identify, prevent, treat, and communicate situations of risk, misconduct, or conduct with signs of fraud and corruption in our business deals.

We implement specific training for those who hold positions that are at higher risk so that they can understand the exposure of their attributions and the care they must take while doing their work.

Due to the importance of the reach of this knowledge, we add, as an eligibility criterion to the process of Merit Increase, the - successfully and within the agreed deadlines - completion of the annual training on the subject of compliance and ethics, in addition to proof of execution of the Code of Ethical Conduct of the Company.

Compliance Agents

To collaborate with the compliance actions, we have several professionals who act as Compliance Agents in all organizational units, with a commitment to disseminate the compliance culture, encouraging, in their areas, discussions that include compliance with domestic laws and regulations, especially those related to the combating fraud, corruption, and money laundering.

Audits

Internal Auditing

Organizational unit linked to the Board of Directors, responsible for conducting activities in planning, executing, and evaluating internal audit activities and for advising the Board of Directors, Audit Committee, the Office of the President, and the Executive Board in controlling the Company’s main operations, in addition to for meeting the demands of the Audit Committee and external control bodies aiming to strengthen management, internal controls, and risk mitigation.

External Auditing

Company chosen by Petrobras’ Board of Directors, that is independent and impartial and whose basic attribution is to make sure that the financial statements adequately reflect the Company’s reality.

Get to know our dialogue channels and instances of management

General Ombudsman’s Office

The General Ombudsmen Office is responsible for handling complaints, requests for information, denouncements, requests, queries, opinions, and suggestions from all stakeholders in a confidential, independent, free, and accessible manner. It is linked to Petrobras' Board of Directors and welcomes anonymous denouncements. The Ombudsman's Office interacts with the relevant areas to strengthen and promote the addressing of demands and contributes to the management with recommendations from the knowledge acquired in performing its duties.

Reporting Channel

We encourage all Petrobras System employees, as well as all other stakeholders, to report any situation that points to a breach or potential breach of ethical principles, policies, standards, laws, and regulations or any other improper and/or illegal conduct.

We implement secure and reliable communication channels, including an external and independent Reporting Channel that covers our Subsidiaries and is provided with security mechanisms to ensure the anonymity of the person making the report, who can monitor the progress made with his or her complaint. This channel is available in three languages, 24 hours a day.

No Retaliation - Our regulations emphasize that acts of retaliation and claims made in bad faith will not be tolerated, and, if identified, they will subject those responsible to the sanctions provided for in our disciplinary system.

Transparency Portal and SIC

Transparency and integrity in the dissemination of information are fundamental tools for strengthening the compliance environment. In this context, we are committed to maintaining transparent, respectful, and proactive dialogue with all stakeholders, with close attention to the legal guidelines in force.

Public, financial, and governance information, as well as the timely disclosure of material facts, are available on the company’s external and internal websites through communications and reports aimed at the most varied audiences.

Access to information includes not only its availability, but also the assurance that the environment in which they were generated is sound and free of irregularities.

Pursuant to the Access to Information Act (AIA), we respond to requests made through our Transparency Portal, filed with the Access Information Service (SIC - Petrobras).

Legislation

While performing our activities in Brazil and abroad, we are subject to domestic and international anti-corruption laws.

Other anti-corruption laws may be applicable to our activities, depending on the country Petrobras System’s corporations/companies are incorporated in or on their place of operation.

The main ones are:

Act 12,846, of August 1, 2013

Decree-Law No. 8420, of March 18, 2015

Foreign Corrupt Practices Act 1977 (FCPA)

Sarbanes Oxley Act, or SOx, of July 2002

UK Bribery Act 2010

Anti-corruption initiatives

We are also signatories of Brazilian and international anti-corruption initiatives, such as the United Nations Global Compact and the Business Pact for Corporate Integrity and Against Corruption.