Corporate Governance |

Mutual trust and dedication to the Company must guide the relationship with our coworkers. We have, towards ourselves and the Company, the responsibility of mutually treating each other with respect and dignity.

Successful labor relations are based on trust.

At B2W, we are proud of our staff’s dedication and the excellence of results which arise from this dedication. However, this high cooperation level can only be reached in an environment of mutual trust and respect. Relationships with our coworkers – partners, subordinates or hierarchical superiors – must be conducted as a partnership in which the individual behavior is guided by the primordial commitment to the Company’s success.

Relationship with those we work with must be like members belonging to a victorious team. People who work in harmony and focus on a set of common goals push our Company. For this team relationship work, each individual needs to take his/her responsibilities and feel that the others also take theirs. That means we must offer the others, in all levels, our support, so that the work can be accomplished. No individual or department must allow their priorities to prevail on the Company’s priorities.

B2W expects, in the relationships amongst its employees and collaborators, cordiality in treatment, trust, respect, noble and honest conduct, regardless of any hierarchical position, post or function.

Each employee of B2W will be responsible for ensuring the others a work environment free from insinuations or restrictions of any nature, avoiding possible constraints.

B2W does not accept intrusion in the employees’ private life, inside or outside the work environment. Controls or insertions of any nature are repudiated.

Encourage creative and innovative thinking and if you are a hierarchical superior treat subordinates with freedom necessary for them to execute their work. Offer them suggestions on how to improve their performance.

Relationship with superiors must be based on respect and mutual trust. You and your hierarchical superior make up a team, purpose of which is to reach goals established by the Company and are equally responsible for clear and honest communication between both. Take the initiative whenever you can. Be innovative at the time of solving problems. Your cooperation and creativity are fundamental for your department and the Company to achieve the proposed goals.

B2W has all the conditions for its teams to maintain a high knowledge level on the Company’s results, its policies, procedures and updates of the website.

You must maintain the habit of consulting the available tools: Intranet (daily input), “Diário de Bordo” (quarterly publication), performance indicator panels (varied input, according to the area), General Meetings (quarterly) and e-mail to the staff member Omar (to send whenever necessary improvement comments and suggestions).

The satisfied Customer is the foundation of B2W’s existing. Therefore, it is the basic principle of B2W’s business action to serve the Customer, focusing on quality, productivity and innovation, with social responsibility and full respect to the rules and regulations of each product and region.

Customers must be assisted with politeness, efficiency and clear, accurate and transparent information. The Customer must obtain answers, thought negative, to his/her requests, in an adequate way and in the expected time.

The following assumptions must be considered as basic:

1) Do not release, copy or pass on any customer confidential data that you
may have access to;
2) To listen with attention to customers’ doubts and solve them according to
the procedures adopted by the Company;
3) To treat the customer with empathy and enthusiasm;
4) To transmit reliability and credibility to the customer;
5) Do not use informal expressions, diminutive or offensive words;
6) Do not end a contact with the customer without clarifying his/her doubts.

It is unnecessary to reaffirm that we obey all the rules regulating B2W’s activities. In fact, it is part of the Company’s policy to go beyond the letter of the law and also shelter its spirit. Thus, to consult the Company’s Legal Department must be a habit, whenever there are doubts concerning the legislation.

B2W forbids the payment of bribery/kickback to public servants.

“Public servants” are employees from any government in any part of the world, even low hierarchy employees or employees from public entities.

The expression “public servants” also include political parties and candidates to a public post. It is your duty to understand when somebody you are negotiating with is a public servant. When in doubt, ask the Legal Department.

Therefore, it is important that you do not give any gift, provide any type of entertainment, or give any other valuable stuff to a government employee. Be always direct and honest in transactions and communications with public servants. Any declaration, verbal or written, deliberately false to public servants, and particularly perjury, may expose the Company and its employees to heavy penalties.

B2W will not make restrictions to political-party activities of its employees. However, they must always act in personal character and not interfere in their professional responsibilities.

It is strictly forbidden the exercise of political-party activities in the work environment and which involve, under any type, B2W’s funds. Employees must not use the Company’s uniforms when exercising political activities.

It is strictly forbidden the distribution of any type of political advertising in the facilities, publications or any other property of B2W.

The employee who takes part in a political activity makes it as a citizen, not as a representative of B2W.

In the individual view, each employee of B2W remains free to make personal contributions to candidates and parties of his/her preference. The personal contribution is responsibility of each individual. B2W does not take any responsibility or obligation for personal contributions of its employees.

Only certain positions of B2W are authorized to speak on behalf of the Company, as well as to make comments on it to the press or external groups. This authorization will always be expressed in written.

We must observe the Company’s policy when answering questions to the press and third parties.

The request for financial or business information, on the part of the media, the financial community or the public, must be submitted to the Board of Executive Officers.

It is fundamental that nobody personally answers these requests, once any inadequate or inaccurate reply (including a simple protest of any declaration) may result in adverse advertisement or seriously affect the Company’s legal position.

The request for interviews with any person from B2W to deal with the Company’s issues and the publication of notices of the Company to the press must be previously reviewed and approved by our Board of Executive Officers, along with the Press Agent which assists B2W.

In the relationship with the press, B2W’s employees must:

• When giving interviews, publishing articles or using any other kind of public manifestation of personal nature, to preserve B2W’s interests and image.
• Do not use institutional instruments to publicly take a position.
• Do not take a position on strategic and classified information.

B2W understands that each employee is the main responsible for his/her own personal and professional development, for his/her safety at work and for the safety of his/her coworkers.

B2W will offer conditions for this individual responsibility to be exercised, will observe the rules and care in accident prevention, will provide a healthy environment, with adequate life quality at work; and will seek to support the professional and personal development of its collaborators…

No employee will be accepted in the Company without submitting himself/herself to the selective process.

B2W incentives the introduction of candidates by its staff, within the pre-requirements of the position and the non-applicability of the candidate in the Affinity Policy, that is, spouses, partner, children/stepchildren, father/mother, uncle/ant, grandfather/grandmother, nephew/niece and first relatives of the spouse are hindered from hiring.

B2W will be alert to the behavior of its leaders:

The Leaders have the duty, amongst others, to:

• Offer his/her behavior as a model to all his/her subordinates and other employees of the Company;
• Disclose to his/her subordinates the content of this Code and make them conscious on its necessity and use, avoiding that any employee, service provider or collaborator commits a violation due to lack of information;
• Identify the employees who have violated this Code and discuss the matter with the Board of Executive Officers;
• Create a culture which drives to the compliance of this code and incentive employees to present doubts and concerns regarding its application.

B2W’s commitment to take care of its employees is shown through a variety of programs targeted at promoting and rewarding individual and group accomplishments. You are encouraged to advance as much as you can and contribute significantly to the Company’s success.
Specifically, our policy in terms of employment consists of:

• Selecting, allocating and compensating all B2W’s employees based on his/her qualification to the work to be done, without discrimination of race, religion, ethnic, sex, age, nationality, sexual preference, participation in the army, marital status or physical disability not related to requirements to the position.
• Reaching the excellence level, attracting and maintaining in our staff people with diversified experiences.
• Offering training, education and promotion opportunities which enable B2W’s employee to develop and advance in his/her carrier.
• Carrying out performance evaluations aimed at guiding employees honestly and precisely. Fomenting reciprocal comments and discussions, and enabling the exam of evaluations by higher management levels.
• Compensating employees according to their performance. Recognizing and returning the contributions made by individuals and groups, whenever these contributions exceed their normal duties, through programs such as “Reco-Reco” (available on Intranet).
• Avoiding favoritism or favoritism-like in the work place, according to the rules and procedures adopted by the Company.
• Respecting the privacy and dignity of each person and obtaining and keeping only personal information necessary to an efficient operation of the Company or required by law. Maintaining this information protected and classified as much as possible, releasing it only to those who really need to know them.

Helping to ensure a safe, healthy and productive work environment to our staff and others, forbidding the sale or use of illegal drugs in the Company’s facilities; forbidding businesses under alcohol influence; forbidding the possession or use of guns and other weapons in the Company, including in vehicles or in other private properties which may be visited during work, according to the Company’s procedures; and immediately informing the People Management any case of drug or alcohol use or gun possession.

When exercising their functions, B2W’s employees:

• Pursue the best global result for the Company, always maintaining a transparent, respectful and collaborating attitude towards their coworkers, employees’ representatives and interest publics.
• Exercise their functions and authority, with an undertaking and challenge-overcoming spirit, focusing on B2W’s interests.
• Do not use post, function, activity, efficiency, position and influence aiming at obtaining any favoring to themselves or others.
• Do not create artificial difficulties when exercising their post, aiming at overestimating their professional performance.
• Exercise their attributions effectively, eliminating situations which may cause mistakes or delays when rendering services.
• Respect the intellectual property.
• Do not change or falsify the content of any document, information or data.
• Promote actions which enable internal communication.
• Emphasize the integration and development of team work.
• Promote everybody’s involvement in achieving B2W’s strategic goals.
• Act politely, with availability and attention to all the people they deal with, respecting individual differences.
• Always act with loyalty towards coworkers or managers in their professional life.
• Recognize the merits related to the jobs developed by coworkers or managers.
• Do not jeopardize the reputation of coworkers or managers through prejudiced judgments, perjury, no founded information or any other subterfuge.
• Do not pursue to obtain favors which seem to be or may originate any kind of commitment or personal obligation.
• Incentive the manifestation of ideas, when aligned to B2W’s goals and discussed in forums, even representing a significant change in “status quo”.

As to intimacies, B2W’s employees:

• Do not tolerate them, as well as do not tolerate any kind of menace or harassment.
• Do not submit themselves to moral harassment situations (understood as the act of repeatedly disqualify, through words, gestures or attitudes, the self-esteem, safety or image of the employee due to the hierarchical bond) and denounce the harasser.
• Respect the hierarchy, but immediately inform the superior management any irregular behavior, as long as properly founded.
• Immediately communicate their hierarchical superiors, for the appropriate measures, any enticement, act or omission they judge contrary to B2W’s interest. Do not give up to pressures aimed at obtaining inappropriate advantages.

As to criticisms, B2W’s employees:

• Consider the constructive criticisms, clearly made or through appropriate channels, as a demonstration of loyalty to B2W and their coworkers.

As to tolerance to mistakes, B2W’s employees:

• Learn based on their own mistakes or on others, eliminating their causes and preventing their repetition.
• When they consider themselves incapable of performing a task, they search for coworkers, managers and supervisors in order to obtain means to surpass these limitations.
• Systematically evaluate their mistakes and certainties, with the participation of the immediate management and their supervisors, aiming at continually improving the quality of their work.

As to performance management:

• B2W ensures its employees the right to know the results of their performance evaluation. So it adopts a transparent process of performance management, with individual guidance to the employee on issues that, directly or indirectly, affect his/her work.

As to commitment of people:

• B2W recognizes the effort of its employees to improve the result of their work, praising them as a way to value their performances.

As to personal and functional information:

• B2W ensures that personal information, including medical and on benefits, is restricted to the employee and to the staff responsible for the safety, maintenance and treatment of this information. The requests, analyses and pass-through of this information are only made by those who have legitimacy for that, in the exact terms of the legislation and normative provisions, as well as to provide evidence in court, according to guidance from the legal department.
• B2W ensures the employee access to its functional information.
• B2W must be permanently updated on personal data of its employees.

This Code must help you to guide your conduct. However, the Code cannot provide definite answers to all questions. So we have to trust in the good sense of each one in relation to what is required by the Company’s conduct rules, including the good sense to recognize the moment in which it is necessary to ask for guidance on the conduct to be followed.

Your responsibilities are:

• To read and understand the Code of Conduct. You need to comply with the Code both in form and in content. Not knowing the Code will not exempt you from its requirements.
• To follow the law; wherever you are and in all circumstances.
• Never adopt a behavior which maculates B2W’s reputation.
• Some situations may seem ambiguous. Be careful when hearing yourself or somebody say “Everybody does that”, “Maybe only this time”, “Nobody will ever now” or “At the end, it will not make any difference”. These are indications to stop and think about the situation and search for guidance. And most important, do not ignore your instincts. After all, you are responsible for your actions.
• You have many options to search for guidance. You can discuss your doubts with your Management, Executive Board, Legal Department or the People Management, or, in the event of potential criminal matters, with the Security.

The Company’s reports and records must be reliable.

The result of operations and the financial position of B2W must be recorded according to legal requirements and the generally accepted accounting principles. It is the Company’s policy, and also a legal requirement, the maintenance of books, records and accounts which reflect, with accurate details, the transactions and the dispositions of the Company’s assets.
The honesty of B2W’s accounting and financial records is based on the accuracy and integrity of the information founding the data in the accounting books. All employees involved in the creation, processing and registry of this information are responsible for its integrity. Each financial or accounting datum must reflect exactly what is described in the information based on it. No information must be hided from (or by) the Management or from the Company’s internal or independent auditors.

No payment, on behalf of B2W, must be approved or made with the intention or knowledge that any part of this payment will be used with a different objective from that described by the document based on it.

No false or deceitful datum must be inserted in the Company’s books or records, for any reason, and no fund, asset or account of B2W may be established, acquired or maintained for any purpose, except when the referred fund, asset or account is adequately reflected in the Company’s books and records. No fund or asset of the Company must be used for illegal or inappropriate purposes.

The managers and the other people responsible for the preparation of financial information must ensure that B2W’s financial policies are followed. Sales results and expenses must be recorded properly and opportunely. The assets and liabilities must be appropriately evaluated and recorded. Besides, the people responsible or involved with B2W’s records, or other communications with the financial or business community, must ensure that these records and communications are published in a complete, fair, accurate, convenient and clear manner.

In the event you come to know about any omission, falsification or inaccuracy in the accounting and financial records, or in the information founding these records, or to other communications, or any violation of internal controls, it is your duty to report the fact immediately to your management or to the Legal Department.

It is your duty to safeguard B2W’s non-public information.

You must not share this information with anyone outside the Company, except when necessary as part of your work responsibilities and as long as taking appropriate measures to prevent the misuse of information.

Non-public information is any information which has not been disclosed or made available to the public in general.

Non-public information includes items such as financial or commercial data, strategic plans, new products, marketing campaigns, personal information on employees, agreements of great importance, expansion plans, financing transactions, substantial changes in the management or other developments of the Company.

The disclosure of non-public information to others, including family and friends, constitute violation to the Code of Conduct, and may violate the law. In this sense, the use of e-mails or any other electronic or physical mean for information traffic is also forbidden.

As the Company values and protects its own non-public information, we respect non-public information from other companies. If you have any questions on obtaining and using non-public information, contact our Legal Department.

In addition to the provisions of this code on inside information and trade with securities issued by B2W, the rules set forth in the Policy for Disclosure and Use of Information and Trading of Securities Issued by B2W, which constitutes attachment and integral part of this code, must be observed.

B2W’s businesses must be conducted with transparency and strict compliance with the law, and its employees have responsibility to ensure that the law is complied with.

Any acts, operations, businesses or transactions on behalf of B2W must be preceded of verification on their conformity with the laws and rules where they were practiced or are destined to produce effects in Brazil or overseas. In case of doubt, a legal opinion (Legal Department) must be required.

Obtaining market information is legitimate and necessary to the business, not admitting, however, that it is acquired by illegal procedures.

B2W strictly respects the intellectual property rights. Its employees must observe all the laws and rules referring to these rights and, therefore, abstaining from any kind of wrong appropriation of researches, surveys, texts, publications, computer programs and similar works. The same procedure is required from suppliers and service providers in businesses made with the Company.

In the event an employee wishes to make businesses on behalf of B2W with one of his/her relatives or people with whom his/her relatives have strict personal relationship, or even with companies in which these people are partners, have a relevant participation in companies or have any management position, this employee must obtain permission, in written, from at least two members of B2W’s Board of Executive Officers.

Relatives are the spouse, parents, siblings, children, uncles, ants, nephews, nieces and up to second cousins, including the spouse’s relatives.

B2W’s assets are destined for the use of the Company, and not for personal use.

The Company’s assets include your working hours and the product of your work, as well equipment, vehicles, computers and computer programs, information, brands and the Company’s name.

Certainly, the good sense must prevail. An occasional personal phone call from your working place, for instance, is inevitable. Substantial personal phone calls, however, are abusive. The point is to recognize that the theft or deliberated abuse of the Company’s assets constitute violation to the Code.

• You may not use the Company’s assets in your personal or any other person’s benefit.
• You may not take advantage of any opportunity of personal gain that you find out due to your position in the Company, neither through the use of information or assets owned by the Company.
• The abuse of the Company’s assets may be considered as theft, resulting in rescission or be criminally sued.
• You need permission from your Manager before using any of the Company’s assets - including information, work products or brand - out of your responsibilities to the Company.
• Before accepting payment for lectures or presentations related to the Company or your work in it, you must always obtain an approval from your Board of Executive Officers.
• The Company’s computer systems and equipment are only destined for the Company’s use. They must never be used for external businesses, illegal activities, games or pornography.

You are personally responsible not only for the protection of B2W’s properties which are relied on you, as well as for helping to protect, in a general manner, B2W’s equity. You must be alert to any situations or incidents which may result in loss, inadequate use or theft of assets. Furthermore, it is your duty to inform the Security on these situations or incidents, as soon as you get to know them.

We must cautiously use B2W’s Technology Information resources

We must use B2W’s Technology Information resources with responsibility and coherently to the Code and all the Company’s guidelines, including the ones related to computer technology, data protection, classified information and specific intellectual property rights. B2W’s Technology Information resources include all technology information equipment owned, leased or rented by the Company, regardless of its physical location, including, but not limited to personal computers (PCs), portable computer devices, network serves, access to the Internet and Intranet and e-mail access devices. That also includes, voice mail and other voice systems, fax machines and information obtained or downloaded from the Internet or Intranet of B2W, and/or transmitted through them.

All B2W’s Technology Information resources are property of the Company, including information created, stored or transmitted using these resources. The only information not considered as property of the Company is obtained during the personal limited use of Technology Information resources.

The users of B2W’s Technology Information resources must not assume any right to personal privacy or confidentiality when using these resources.

B2W has the right to monitor the network equipment, systems and activities, including, but not limited to e-mail, voice mail, Internet use and any stored information, in appropriate circumstances and according to the present laws. Additionally, for the maintenance of operations, safety, businesses, legal or regulatory requirements, the authorized staff or third-party service providers will have unrestricted access to information of B2W’s Technology Information resources.
B2W has the right to cancel the access of any user to IT resources at any time, with or without previous notice.

The electronic mail is a powerful work tool made available by the Company to be used in the exercise of your functions and that, possibly, may also be used for personal purposes. You must use it with discernment.

Never resend any message alerting about viruses. If you receive this type of spam, forward it to the person responsible for the Technology Information Support, so that the qualified department can firstly verify the origin of the information and then take the appropriate measures.

In case you have friends who fill your mailbox with spam, tell them about our Company’s rules. Remember that every day thousands of inexperienced people start using the Internet. Teaching them a little about institutional ethics will be of great value to everyone.

The Copyright Law forbids the installation, copy, sale or distribution of software and its manual, without existing a license of use legally constituted. The product which does not have this characteristic is identified as PIRATE.

It is strictly forbidden by B2W, inside its facilities, the use of any pirate software.

Any software demand inside B2W must be made through the responsible sector, and this software must be installed only by capable employees and hired for this attribution.

The use of piracy will represent the characterization of serious infringement by the employee, resulting in the termination of its employment agreement with just cause.

Regularly, the sector which controls B2W’s technology information system will check on the systems/software installed in the different equipment.

If a pirate software is found in any of B2W’s equipment, it will be immediately uninstalled. When the punishment action is identified, it will be immediate applied.

B2W recognizes the necessity of a healthy balance between work and leisure to all employees and collaborators. Unless the Brazilian regulations establish less working hours, and except in extraordinary conditional circumstances, the normal working week may not exceed 44.0 hours.

Equally, employees may not be subject to working hours superior to 56 weekly hours (including extraordinary work). Except in extraordinary conditional circumstances, all employees are entitled to, at least, one day-off for each period of seven days.

Every extra time must be previously approved by the employee’s immediate superior. Working overtime without previous authorization will not be recognized, and the employee must be formally adverted for the misconduct.