Code of Ethics

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Introduction

Our values are shared by all employees, responsible for the establishment of our corporate identity. The Code of Ethics presents the conduct in accordance with the culture and values of TIM. This is your guide to be practiced by you as best as possible. With the observance to the Code of Ethics, we are integrating our ideas and objectives in order to consolidate an identity more and more solid for the Company.

Read and observe the Code of Ethics of TIM. TIM grows and so do you.

The TIM Brasil Group consists of TIM S.A. (“TSA” or “Company”) and companies directly or indirectly controlled.

The TIM Brasil Group believes that ethics in conducting business is always a company’s success. Thus, it guides its activities (internally and externally) in the principles contained in this Code, in line with the principles adopted and revised by the Telecom Italia Group, as well as in its Organizational Model and internal control and risk management system. Accordingly, the purpose of this Code is to guide and establish guidelines for the conduct of the companies that make up the TIM Brasil Group.

In 2008, TIM Participações S.A., at the time parent company of TIM S.A. adhered to the United Nations Global Compact. With the corporate incorporation that took place on August 31, 2020, TIM S.A. became a signatory to the Compact, which provides guidelines for the promotion of sustainable development and citizenship, through committed and committed corporate leaders. innovations.

By adhering to the Ten Principles of the Global Compact, TIM has committed to supporting it, in the areas of human rights, protection of the environment, working conditions and combating corruption, making these principles part of its strategy, culture and day-to-day operations of the organization. TIM guarantees the full implementation of this institutional commitment by carrying out initiatives on environmental and social issues, with particular attention to the following subjects: a) environmental policies; B) social policies relating to child labour, forced or slave labour, all forms of exploitation of children and adolescents, occupational health and safety, freedom of association and collective bargaining, non-discrimination, disciplinary procedures, observance of working hours, and remuneration; c) relations with suppliers in the purchasing process; d) relations with customers.

This Code is a duty to be observed and fulfilled by the corporate bodies, administrators, employees, executives of all the companies of the TIM Brasil Group, as well as by third parties, business partners and suppliers / service providers that have commercial relations and negotiations with companies of the TIM Brasil Group and all those acting on behalf of the companies of the TIM Brasil Group (“Recipients”), as provided for in the internal activities of the companies of the TIM Brasil Group.

Thus, the TIM Brasil Group promotes and disseminates knowledge of this Code among the Recipients, making it available to all and applying mandatory training to employees, administrators and executives for a correct understanding of the principles and values. Therefore, it is the responsibility of all Recipients to know and comply with all the principles, values and guidelines contained in this Code. The leadership of the companies of the TIM Brasil Group, in turn, should support the dissemination of the terms of this Code and the conclusion of the training program of its employees.

The Recipients must, whenever requested to join, confirming in writing that they comply with and will continue to comply fully with the terms of this Code.

3.1. ETHICS & COMPLIANCE

The activities of the companies that are part of the TIM Brasil Group are guided by the legislation of the countries in which it operates and by the ethical principles of universal acceptance inspired by transparency, honesty and loyalty.

In this regard, Grupo TIM Brasil – (i) is committed to comply with, and to ensure that the laws and decisions of a court in the country in which it operates are respected; (ii) reject and condemn the adoption of illegal, or otherwise inappropriate behaviour (including corruption of any kind, money-laundering and the financing of terrorism in all its forms) for the achievement of economic goals, which need to be pursued solely by means of excellence in the marketing of products and services on the basis of experience, in customer service, and innovation; and (iii) adopts the organizational solutions for the prevention of violation of the law and of the principles of transparency, integrity, honesty, and loyalty on the part of the Recipients of the Code, and, this way, monitoring compliance with, and the specific implementation of the Code.

Grupo TIM Brasil is also committed to respecting the laws and regulations in force in Brazil regarding the rights of consumers. In this sense, it seeks to spread the knowledge and culture of the protection of these rights in the activities performed by its employees, whether in direct or indirect interactions with consumers.

Through its values, Grupo TIM Brasil (i)  takes care of the customer, listening to them with great attention, and with respect for the identification of their needs and experiences, which are then used as the basis of the decisions of the company; (ii) is transparent, since it establishes a clear and candid relationship with everyone, generating trust through the integrity and transparency of its actions; (iii) is committed to being responsible in all that their actions; (vi) is innovative, creating new ways of doing things; and is agile, doing more, better, and faster, in a world that is becoming more and more complex and dynamic, in order to facilitate with the day-to-day to one and all.

 

3.2. SERVICE EXCELLENCE

The companies of Grupo TIM Brasil aim towards the excellence of the products and services provided, which is based on attention to the client (customer experience), through the correct conduct of business, contractual commitments, as well as transparency, courtesy and cooperation in relations.

The companies of Grupo TIM Brasil seek the acquisition of goods and services in the best market conditions that ensure quality, safety and respect for the environment, either in the products and services offered, or respecting the autonomy and economic objectives of the parties, respecting the transparent and collaborative relationship.

 

3.3. HUMAN RESOURCES

The companies of Grupo TIM Brasil believe that the main success factor of any company is the contribution of its collaborators. Therefore, they guarantee safety and health in work environments, respect for physical and moral integrity, the rights and dignity of their employees, valuing diversity and repudiating any and all forms of discrimination, offence, intimidation and/or harassment, verbally or non-verbally, especially those of sexual nature or related to sexual orientation, race, ethnic or social origin, citizenship, language, religion, political opinions or any other nature. In addition, the companies of Grupo TIM Brasil repudiate any and all activity in conditions analogous to slavery, as well as child labour. No employee, including those in leadership positions, directors, and board members, is authorized to seek or approve any action contrary to this Code or Applicable Laws.

 

3.4. COMPETITION

The companies of the TIM Brasil Group promote loyal and fair competition, fundamental for the proper functioning of the market and for the preservation of the interests of customers, including potential customers, refraining from using statements that are detrimental to the image of competitors.

 

3.5. COMMUNITY

The companies of Grupo TIM Brasil use, responsibly, the resources aimed at Sustainable Development, respecting the environment and the rights of future generations. To this end, they focus on the choice of investments and businesses that have the objective of reducing the negative impact and/or enhance the positive impacts of these by: (i) the optimization of the energy and natural resources; (ii) the reduction of the negative environmental impacts and maximize positive ones; (iii) the promotion and dissemination of a culture that is based on a correct approach to environmental issues; and (iv) a commitment to the continuous improvement of the environmental performance and adoption of procurement policies that take into account environmental issues.

Considering the social relevance of the telecommunications service, the companies of Grupo TIM Brasil employ continuous efforts to serve the community, contributing to the economic well-being and the growth of the communities in which they operate, through the provision of efficient services and state-of-the-art technology. In addition, aiming at the development of society, the companies of Grupo TIM Brasil promote initiatives of a humanitarian, cultural, social and sports character, through actions aimed at the creation of added values, also from the ethical and civil point of view. The companies of Grupo TIM Brasil do not provide contributions, advantages or other benefits to political parties or movements and to workers trade unions, nor to their representatives or candidates.

The companies of Grupo TIM Brasil maintain a relationship of collaboration and transparency with institutions (public or private) and governmental, national and international authorities, with the aim of facilitating dialogue on topics of specific interest, always respecting reciprocal autonomy, in particular, the economic objectives and principles and values contained in this Code.

 

3.6. COMMUNICATION

Considering the importance of the need and correct disclosure of information to the market, the companies of Grupo TIM Brasil observe specific internal procedures for this purpose, safeguarding the confidentiality requirements required for the conduct of business and equal access to information. Grupo TIM Brasil takes care of the privacy and protection of the personal data of our customers, employees, service providers, partners and other interested parties, used in the business processes of their companies in accordance with current legislation and the guidelines of regulatory bodies.

The companies of the TIM Brasil Group ensure equality of treatment to all categories of shareholders, in accordance with the statutory restrictions and seek, within the principles and values contained in this Code, the profitability of its activities and the creation of value for its shareholders.

Considering that Grupo TIM Brasil guides its activities in the legal system and in the applicable Group procedures, and repudiating any and all illicit behaviour, it is expected that the Recipients of this Code:

  1. Comply with the applicable laws and regulations in force in their respective jurisdictions, this Code, as well as the internal procedures of the TIM Brasil Group;
  1. Do not adopt behaviors that violate or may violate, in an abstract way, the precepts contained in this Code, internal regulations and / or applicable law, even if such behavior is advantageous or carried out in the interest of the company itself or of a company of the TIM Group Brazil;
  1. Handle the information obtained and / or processed in the exercise of their duties in an ethical and confidential manner, according to internal procedures on classification and information management. The treatment of confidential information, in particular in relation to sensitive information which may have an impact on prices (price sensitive information), shall also be governed by applicable laws and regulations and by specific internal procedures. Likewise, it is expected that confidential information obtained and / or processed in the performance of their duties will not be misused and / or for the personal benefit of third parties;
  1. Do not adopt behaviors potentially damaging to the image of any company of the TIM Brasil Group;
  1. Do not seek personal and / or third party interests to the detriment of the interests of the TIM Brasil Group, reporting any and all potential conflicts of interest, in accordance with the TIM Conflict of Interest Policy;
  1. Refrain from attending board meetings or committees attached to the board if you are facing a Conflict of Interest situation;
  1. Do not use the resources of the companies of the TIM Brasil Group for purposes other than those intended, including the communication channels made available to the Recipients of this Code (such as the Complaints Channel and Ethics and Compliance Channel);
  1. They favor transparency and substantial and procedural honesty in related party transactions, observing, accordingly, the internal procedures and applicable legislation.
  1. Disseminate ethical, legal, honest, transparent and loyal behavior, and do not commit acts of corruption, under the terms of the Anti-Corruption Policy of TIM, in particular, do not pay, offer, promise, authorize, deliver or request any value or thing of value , to any government or private agent, company or company controlled by or owned by the government, political party, candidate for political office or to any other person being aware of or believing that such value or item will be passed on to any person to influence any action, omission or decision by such person or body for the purpose of obtaining, retaining or conducting business; and
  1. To refrain from enjoying and using, in the personal or third-party interests, the name, image, and reputation of the companies of the TIM Brasil Group and / or the Telecom Italia Group, as well as the information acquired and the business opportunities that arise in the fulfillment of their duties.

The companies of the TIM Brasil Group do not provide, directly or indirectly, contributions, advantages and other benefits to political parties, movements, agents or candidates and / or trade unions, except in cases provided for by law.

All the companies of the TIM Brasil Group are equipped with an efficient and effective system of internal control and risk management, which provides for the correct definition of tasks and responsibilities, the separation of functions with a consistent environment of operational delegations, the traceability of acts and operations, the reliability of financial information and compliance with laws, regulations and internal procedures.

The internal control system of the TIM Brasil Group is articulated in three levels of control, which complement the corporate governance responsibilities of the corporate bodies.

In this sense, it is the Administration’s mission, as a first level of control, to assess and mitigate identified risks, ensuring that objectives and goals are achieved, respecting the laws, the principles of this Code and the segregation of duties.

In particular, the Company’s Management is responsible for:

  • Establishment and maintenance of effective internal controls related to the preparation and disclosure of the consolidated financial statements;
  • Assessment of the effectiveness of these entity-level controls, business processes and information technology related to the preparation and disclosure of said statements, with the objective of providing reasonable assurance regarding the reliability of the process, in accordance with current national and international standards.

Management reports to the Senior Management (Board of Directors, Committees and Statutory Board) the actions and results.

The Compliance Department, which is attached to the Board of Directors of TIM, acts as a second level of control and is responsible for conducting annually internal controls related to anticorruption, as well as the certification process under the Sarbanes-Oxley Act (SOx) of the United States of America, using a risk assessment methodology, as well as a review of the effectiveness evaluation performed by Management, reporting the results to the Statutory Audit Committee (CAE).

Also acting on the 2nd level of control, the function Risk Management, subordinated directly to the Chief Financial Officer (CFO) of the Company, is responsible for defining the corporate risk criteria of the TIM Brasil Group, managing tools to support risk assessment, supporting functions in identifying risk profile in relation to corporate guidelines, GAP Analysis, performing the monitoring of the implementation of risk mitigation actions.

The Internal Audit Department, linked to the Board of Directors, acting as the 3rd level of control, complements the evaluation of the effectiveness of internal controls (at entity level, business processes and information technology), reporting the results to the CAE, including compliance with policies, standards and procedures to prevent or detect the occurrence of errors, fraud and / or business losses.

It is the responsibility of all the Addressees of this Code to ensure their compliance with it, and should immediately report any illegal situation and/or that may have a negative impact on the interests of the TIM Brasil Group, including (i) any violations or Incentives to violate (a) applicable laws or regulations, (b) The requirements of this Code or (c) other internal regulations or (ii) casual irregularities or negligence in the maintenance, information and management of accounting reports, as well as in Documentation and in compliance with the obligations related to the accounting or internal management reports.

The communication of the report should be through the Unified Complaints Channel, under the management of the Internal Audit Function, which should receive, handle and monitor all complaints and present them, in a management report, at the monthly meetings of the Statutory Audit Committee – CAE and the Control and Risk Committee – CCR of the Company.

If a collaborator receives a report from another person, he has the obligation to retransmit it immediately to the Complaints Channel, being at his discretion the form of sending, whether by Intranet or Internet and if, in an identified or completely anonymous, including any and all documentation to which he has had access that involve this complaint.

 

Intranet/ OurCompany / Corporate Governance / Unified Channel

http://ri.tim.com.br/ – Board of Directors

 

The denunciations will be cleared, and the identity of the denouncer will be kept confidential in case of identified complaints, and can only be revealed if there is a legal obligation or determination of a competent authority. This prerogative does not, however, exclude the Company’s decision-making in terms of personnel management, regarding the application of disciplinary measures and termination of the employment contract for other reasons.

No Recipient shall be punished or discriminated against for refusing to act in violation of this Code.

Internal policies, procedures, regulations and instructions are intended to ensure that the principles and values contained in this Code are mirrored in the business conduct of the TIM Brasil Group and all of its Recipients and must be respected by all.

Any evidence of violation or noncompliance with the provisions of the internal procedures and this Code will subject those responsible to disciplinary measures and / or penalties, based on the circumstances, applicable law, collective agreements and contracts.

Criminal conduct may be referred to the competent authorities. In the case of third parties, suppliers and / or business partners, illegal conduct or that violate this Code will characterize a breach of contract subject to termination and legal measures.

In the event that any doubts arise about this Code, it is the responsibility of the internal Addressees to seek guidance through the Ethics and Compliance Channel, available on the Corporate Intranet, before making any decision that may compromise with its fulfillment.

The Ethics and Compliance Channel is also available for suggestions for improvements to this Code and Compliance-related processes.

This Code is not subject to internal rules of validity, and any change must be approved by the Board of Directors of TIM.

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