AMBEV CODE OF BUSINESS CONDUCT LABATT ... - EthicsPoint

AMBEV CODE OF BUSINESS CONDUCT LABATT BREWERIES OF CANADA LP VERSION AmBev is a company that conducts business in several countries, and in order to keep it unified, AmBev’s employees, and employees of its subsidiaries, including Labatt Breweries of Canada LP (the “Company”), must act according to common values and objectives. This Code of Business Conduct (or “Code”) contains the principles of ethical conduct that should guide your daily business affairs and your relationships within the Company. The Code specifically applies to every employee of AmBev and its subsidiaries and therefore is the Code of Business Conduct with which all Company employees must comply. It is our mutual responsibility to understand and live by the principles contained in the Code.

A MANUAL FOR BUSINESS CONDUCT AND PROFESSIONALISM AmBev’s Code of Business Conduct represents our commitment to responsible, ethical and transparent behaviour, and mutual respect among our professionals. All of the Company’s employees must follow the ethical standards contained herein. As such, please read the following information carefully.

AMBEV’S CULTURE This Code of Business Conduct, together with our corporate values (our consumers come first, we make things happen, our people make the difference, we lead the way), plays an important part in building the foundation for AmBev's long-term success. It is AmBev’s policy that its directors, officers and employees comply with all applicable laws and regulations and observe the highest standards of business ethics. No Company official has the authority to require any action that would violate this policy. This policy is not subject to waivers or exceptions because of competitive or commercial demands, industry customs or other circumstances. The Company’s reputation for honesty and integrity is an invaluable asset. Therefore, violations of the above policy can seriously affect the Company. Any employee who deliberately violates this policy, or authorizes or allows a subordinate to violate it, is subject to disciplinary action, including potential dismissal.

Page 1 February 2010

COMPLIANCE WITH APPLICABLE LAWS Relationships with customers, suppliers, competitors, employees and governmental bodies and officials must comply with applicable laws and regulations. All Company employees must understand the extent to which competition and antitrust laws affect their daily work. Any questions about such matters should be directed to the legal department. Competition and antitrust laws regulate dealings with competitors, customers, distributors and other third parties. They prohibit agreements with a competitor to set any terms of sale (i.e. prices, discounts, credit terms), to set production levels, divide customers or territories, or to boycott any customer. They also strongly limit the information the Company can share with competitors. Such laws vary in different markets and employees should seek expert legal advice on them. Guidelines for compliance with competition and antitrust laws are available from: • • •

your Legal Department the General Counsel of your Business Unit the General Counsel of AmBev

AmBev will respect all exchange controls and fiscal legislation of the countries in which it conducts its business. AmBev will also comply with anti-money laundering regulations (“know your customer”).

ABOUT OUR RELATIONSHIPS / AMBEV’S PEOPLE Our Working Environment At AmBev, we expect everyone to contribute to the spirit of the team and create an excellent working environment by treating everyone with respect, loyalty and dignity. Our Conduct: The following activities are considered to be violations of our policy: • •

•

To use your position in order to ask for personal favours or services from subordinates, peers or otherwise. Any form of unlawful discrimination, including racial, gender, sexual orientation, marital status, age or religious discrimination, discrimination related to disabilities, or any other violation of local human rights legislation. Offending your colleagues or provoking a situation that may lead to physical confrontation.

In addition, employees are discouraged from entering into, or becoming part of a relationship which could place them in a real or perceived conflict of Page 2 February 2010

interest within, or with, the Company (for example, persons in a spousal relationship working in reporting relationship within the Company). Where a potential conflict of interest exists, the affected employee should report the potential conflict to their manager or directly to their local People representative. Responsibility, reliability, cooperation and commitment to work and colleagues will encourage and maintain high productivity and quality standards. Individual Responsibilities AmBev’s employees should behave as “business owners” with the freedom to identify opportunities and eliminate inefficiencies, choosing the correct actions in each circumstance. Our Conduct: As an “owner”, you should: •

• • •

• • •

•

Respect the needs, integrity, expectations and privacy of our clients, consumers, shareholders, colleagues, third parties, suppliers, financial institutions, governments, regulatory authorities and local, national and international communities. Comply with applicable internal and external legislation and regulations. Protect the Company’s property and image. Protect the documents that relate to your business activities by not leaving confidential material on your desk, fax machines or copiers. When work is completed it should be kept in drawers or files and destroyed when no longer necessary (subject to local document retention policies or litigation requirements). Maintain strict secrecy about any type of information, fact or operation that involves the Company’s strategic direction and keep confidential any non-public information. Do not disclose non-official information (rumours) of any kind. Do not take advantage of internal business or financial information in order to obtain personal benefit. Where you have access to confidential business or financial information, you must respect the rules of AmBev’s Manual of Disclosure and Use of Information and Policy on Trading with Securities Issued by AmBev and the AB-InBev Code of Dealing, both of which can be found on The Pub. Protect our image by avoiding improper public behaviour when wearing clothing or using a vehicle bearing the Company’s trademark, or one of our brands.

Without the authorization of your manager, you should not: •

Take, make copies (in printed, electronic or any other form) or disclose Company confidential material, including information related to the Company’s operations or suppliers, even when you have participated in the development of such material. Page 3 February 2010

•

•

Give lectures, seminars or write academic works about the Company or about matters that include your performance area within the Company. Any presentations created for such purposes should also be vetted by Corporate Affairs. Senior managers who wish to become a candidate for municipal, provincial or federal elections are requested to notify the Company’s Board of Directors of their intentions.

Use of Company’s Assets All directors, officers and employees should protect the Company’s assets and ensure their efficient use. Our Conduct: •

•

The Company’s assets, funds, facilities, personnel or other resources cannot be used for private purposes. These assets include your time at work and work product, as well as the Company’s equipment and vehicles, computers and software, Company information, trademarks and name. The Company’s assets should be used for legitimate business purposes.

Internet, Intranet and E-mail All Internet systems, Intranet and e-mail belong exclusively to the Company. Our Conduct: •

•

These systems should not be used to send or receive discriminatory or harassing messages, to forward inappropriate messages, to handle obscene or distasteful material, to deal with private commercial matters, nor in any other manner infringe this Code of Business Conduct. All messages that are sent or received through such means belong to the Company and will be treated in accordance with the Labatt E-mail / Software Policy, a copy of which can be found on The Pub.

CLIENTS, SUPPLIERS, RESELLERS, COMPETITORS AND SHAREHOLDERS Gifts and Payments It is against AmBev’s policy to offer or to receive gifts from customers, suppliers, resellers, shareholders, and others. Our Conduct: •

You should not accept gifts, favours, loans, special services, payments or special treatment of any kind from people or organizations that currently conduct or are soliciting business with the Company. Exceptions to this Page 4 February 2010

rule are corporate gifts that are compatible with local business practices, which gifts should generally not exceed a total value of Cdn.$100.00. •

If a gift is sent to you, or if you are invited to participate in an event valued at more than $100.00, the appropriate response is to notify your manager, who will consider whether acceptance of this gift is appropriate in the circumstance. In making this determination, a manager will consider the spirit of this Code of Business Conduct and: o the employee’s position; o the employee’s ability to influence choice of supplier or decisions respecting the supplier; o previous gifts received by employees from that supplier; o whether the gift is compatible with local business practices; and o if the gift is attendance at an event, a consideration of the nature of that event (i.e. whether it is charitable, work-related etc.)

•

If the gift is not compatible with our business practices, the gift should be returned or, if reasonable in the circumstances, donated to a charitable institution or kept by the Company and used for charitable purposes (i.e. for internal auctions such as Easter Seals). In either circumstance, you are encouraged to send our standard Thank You Letter explaining your treatment of the gift, a form of which can be found on The Pub, and to forward the gift to your manager.

•

Expenses incurred by Company employees in respect of customers or suppliers, such as meals, transportation, lodging or entertainment, and including participation in events and gifts, will only be accepted in case of events related to the Company in accordance with local business practices, for which the cost has already been planned or approved.

Conflicts of Interest You should examine carefully all potential conflicts between your and the Company’s interests. Our policy is that AmBev’s employees must not compete or allow personal or familial interests to create a direct or indirect influence in the Company’s business. Our Conduct: The employee must refrain from participating in any decision involving conflicts of interest, such as: •

•

Participating in, or having immediate family members (i.e. parents, brothers, sisters, spouses and sons or daughters) that participate, the business of any of the Company’s suppliers or clients, unless an exception is authorized following a discussion with your local People representative, or, if found necessary in certain circumstances, after full written disclosure of the facts to the Company’s Board of Directors. Having a substantial, individual or family participation in an organization that negotiates or is willing to negotiate with the Company, except with regard to shares in publicly traded companies, which may be held by Page 5 February 2010

employees for personal investment purposes. Employees cannot seek to profit from confidential information or business opportunities that are available to them as a result of their position within the AmBev group. Neither should employees use this information in a manner which can be detrimental to the AmBev group. Clients and Consumers Employees should deal fairly with the Company's clients and customers, consistent with the obligation to act with integrity and honesty. No employee should take unfair advantage of anyone through misrepresentation or any unfair business practice. Our Conduct: • • • •

We should treat our clients with attention and respect. The AmBev and Company names should not be used for personal benefit when dealing with clients. We should encourage consumers to drink responsibly. We must treat consumers courteously, efficiently and sincerely.

Suppliers and Resellers We must maintain a respectful and reliable relationship with our suppliers and resellers. Our Conduct: • • • • • •

We should seek continuous quality improvements from our suppliers and resellers. We should allow equal opportunities for all partners, regardless of their size or geographic location. We should follow the standards of Supply Chain and Procurement when contracting with suppliers. Each employee should try to be an example to your suppliers and resellers by encouraging them to adopt managing practices that respect human dignity, ethics, and preservation of the environment. We should look for partners who are aligned with the ethical standards of the Company. All requests from suppliers or resellers to use the Company’s name or brands in internal or external communication channels must be forwarded to Corporate Affairs.

Page 6 February 2010

Competitors We believe in fair competition. Our Conduct: •

•

We should conduct ourselves with integrity and be ethical in our dealings with competitors. For example, we should not make comments to third parties, directly or indirectly, regarding things that are related to competitors’ products or services which are not based on real and proven facts, or which aim to tarnish competitors’ public image. We should not undertake any activities that may be interpreted as anticompetitive, monopolistic or contrary to international, national or local laws that regulate the competitive practices of the market.

Shareholders We must protect the interests of our shareholders and investors by keeping the financial aspects of our business sound. Our Conduct: • • •

Contact the Corporate Affairs department whenever there is a request for communication by shareholders or investors regarding the Company or AmBev. We must protect and ensure the secrecy of information that has not yet been disclosed to the public, and which may affect the price of our shares or have an influence on market movements and investment decisions. Each employee must read and respect the rules found in AmBev’s Manual of Disclosure and Use of Information and Policy on Trading with Securities Issued by AmBev and the AB-InBev Code of Dealing,, both of which are available on The Pub.

GOVERNMENT AND POLITICAL ORGANIZATIONS, SOCIETY AND COMMUNITY Media In order to ensure an image for the Company that is consistent with our values, and to ensure the correct disclosure of data, projects and events, it is important that we respect and keep our relationship with the press transparent. Our Conduct: •

No information or interviews regarding the Company should be given without prior authorization of Corporate Affairs. Every time you are contacted by the press regarding the Company you should forward such calls to Corporate Affairs, which will handle the requests according to the Labatt Media Policy, a copy of which can be Page 7 February 2010

•

•

•

• •

found on The Pub. In addition to being prohibited by the Media Policy, inadequate or improper communication may result in serious damage to the Company’ name and image. Managers should inform their team about the procedures in place to deal with the press and remind them that no one in the Company is authorized to give information or interviews without prior authorization of the Company’s Corporate Affairs department. You should direct your suppliers not to disclose any project or potential project with the Company to third parties. No service provider is authorized to talk about the Company’s projects without prior authorization. Discussions regarding Company matters should be limited to the working environment. You never know who may be standing beside you in a public place. Therefore, you should avoid talking about the Company’s projects in airplanes, restaurants or bars. If you see inaccurate or inadequate disclosure of news or information which may affect the Company’s image, you should inform the Company’s Corporate Affairs department immediately. In the case of interviews related to your personal life, you should avoid associating the Company’s image with your own personal opinions.

Political and Other Organizations AmBev does not belong to any kind of political organization, but does recognize the legitimacy of such entities and respects their initiatives and practices. We are always willing to participate in dialogue regarding any situation and are constantly looking for solutions that serve all parties involved. Our Conduct: •

• • •

AmBev respects the right of employees to participate in the political activities and parties of their choice. However, in doing so, employees cannot use working hours, the Company’s resources, assets or trademarks. We expect all of AmBev’s employees to respect differences in political opinions. Any such opinions must not be used to influence the career development of any employee. We do not allow any type of illegal contribution, donation, favours or sending of gifts to public entities or government servants. Any direct or indirect contribution by the Company to any political party, committee or candidate for public office is strictly prohibited, unless the formal approval of the Company’s Board of Directors has been obtained in advance.

Corporate Citizenship Our Company should be a good corporate citizen. •

The health and safety of employees is of the utmost importance to the Company. We strive to protect our employees through development and Page 8 February 2010

•

•

implementation of health and safety programs and compliance with all applicable health and safety laws and legislation. We are committed to conducting our business in a manner that protects the environment and it is our policy to comply with all applicable environmental laws and regulations. We also encourage and support environmental awareness and education and promote the efficient use of natural resources, recycling and the reduction of waste. We do not permit child labour or any other form of forced labour in our business or any such practice by our suppliers.

ACCOUNTING AND FINANCIAL MATTERS Books, Records and Controls Transparency, ethics and honesty must be the starting point for any procedures that involve the maintenance of our books, records and controls. Our Conduct: • • • •

• •

Our books, records and controls must present the facts accurately and transparently. No transaction shall be documented or recorded in a deceptive manner. Employees are responsible for the quality and veracity of the disclosed information. Any employee having knowledge of, or information concerning, any unrecorded fund or asset, any misappropriation of Company assets or any other act prohibited by this Code must report such matter promptly to their manager, the General Counsel or the Corporate Audit Manager. Alternatively, you may report such activity anonymously by following the procedure outlined below under “Reporting Violations of the Code of Business Conduct”. No data should be manipulated to fulfill individual performance or operational unit goals. Each employee must fully cooperate with our external and internal auditors.

Professionalism and Credibility AmBev is a respected, reliable and conscientious company that is aware of its social and ownership responsibilities. We aspire to show society that the Company looks for results in a fair, legal and transparent manner. As such, our professionals in the financial area must affirm our credibility in the marketplace. Our Conduct: • •

We must adhere to applicable professional accounting standards. We must keep current on laws and regulations relating to the financial area and ask for legal advice when necessary. Page 9 February 2010

• •

It is prohibited to manipulate the price of assets or securities, whether directly or indirectly, or to mislead third parties to obtain financial advantage for yourself or someone else. Any violation of the Company’s policies regarding financial data and business operations should be reported immediately to the Company’s Committee for Business Conduct. Alternatively, you may report such activity anonymously by following the procedure outlined below under “Reporting Violations of the Code of Business Conduct”.

Required Disclosure of Information As a publicly-held Company, AmBev must send compulsory or requested documents to the Brazilian Securities and Exchange Commission (CMV) and/or the U.S. Securities and Exchange Commission (SEC). Our Conduct: •

Imprecise or dishonest presentation of reports, inside and outside AmBev and its subsidiaries, is prohibited, and may result in civil and criminal damage to employees and the Company.

Confidential Information Financial information, programs, documents that refer to financial models and products, software, hardware and applications developed or being used by AmBev as well as other sensitive information, are considered to be confidential and proprietary information of AmBev (even when the employee took part in its development). Our Conduct: • • •

We must ensure confidentiality by not transmitting information to third parties or to employees working in other areas of the Company, except as required to fulfill the job-related requirements. We must keep all financial documents that are filed during the period in accordance with applicable laws. Without appropriate authorization (from a supervisor or otherwise) no confidential information that is related to financial data may be transmitted to third parties via the Internet or to allow access to other information, operational systems or databanks that under your responsibility.

APPLICATION AND RESPONSIBILITIES This Code of Business Conduct applies to all of AmBev’s employees and those others who are capable of binding AmBev. Our employees have the responsibility to review and comply with this Code.

Page 10 February 2010

The management of AmBev’s Code of Business Conduct is the responsibility of the Company’s Senior Management. The Company’s Committee for Business Conduct, which is formed by the Chief Financial Officer, V.P. General Counsel and Corporate Audit Manager, evaluates the application of all procedures in the Code to ensure its efficacy and effectiveness. This Committee also judges and manages events of violation of the Code, and takes such actions as may be necessary for Code violations.

REPORTING VIOLATIONS OF THE CODE OF BUSINESS CONDUCT Every violation of the Code of Business Conduct must be immediately reported to the Company’s Committee for Business Conduct through one of the channels set out below. All Company employees are encouraged to disclose such violations and will not be discharged, demoted, suspended, threatened, harassed, or in any other manner discriminated against in the terms and conditions of their employment or otherwise, because of any lawful act done by such employee in the provision of such information to their managers or supervisors, or regarding conduct that the employee reasonably believes violates the Code of Business Conduct. However, employees who knowingly submit false reports will be subject to disciplinary action. Subject to potential legal requirements, the identity of an employee reporting alleged violations will not be disclosed. To report suspected violations of the Code, please contact your manager directly. In circumstances where you believe that reporting suspected violations to your manager is inappropriate, there are two options to allow for communication: 1. You can contact one of the persons listed below, who has direct access to the Committee for Business Conduct: Corporate Audit Manager Tel: 416.681.3389

General Counsel Tel: 416.361.5241

2. On January 1, 2006, the Company implemented a system for anonymous complaints via an Ethics Reporting Hotline managed by a third party in accordance with the Company’s Ethics Reporting Policy, a copy of which is posted on The Pub. Through this Hotline you may report suspected violations anonymously in the following ways:

24 Hour Telephone Hotline (Live Voice or Voicemail)

1-866-212-4363

E-mail via Internet

www.labattethicshotline.com

Page 11 February 2010