Code of Conduct

Chapter 1 – Presentation

This Code of Ethics and Conduct of the Dutch-Brazilian Chamber of Commerce (DUTCHAM) establishes the principal elements that must be considered in the relations of the DUTCHAM, among their members and/or from these towards other parties that have social or commercial relationships with the DUTCHAM.

The provisions of this Code apply particularly: (a) to the executive board, (b) to the supervisory board, (c) to the management and the staff, (d) to the associates, as well as (e) to business partners.

This Code comprises ethical principles and rules of conduct and shall be considered a reference for decisions and actions of all parties involved, regardless of the hierarchical level or social status.

The assumption of and compliance with the Code are essential conditions for the participation at DUTCHAM. It is incumbent upon all to observe it and extend to their relationship network.

This Code of Ethics and Conduct may undergo reviews, whenever it is deemed necessary to adjust it to the objectives of DUTCHAM and/or to the development of the ethical rules in business or society.

Chapter 2 – Association Drivers

2.1 Mission

To provide qualified and continuous support, as well as to foster commercial exchange among the business communities in Brazil and The Netherlands.

2.2 Vision

To inform the members about the best operating and relationship practices among the business communities in Brazil and The Netherlands.

2.3 Values

Ethics, responsibility, commitment, transparency, service, quality.

Chapter 3 – Ethical Principles

The activities of DUTCHAM, of its associates and members of the Executive Board and Supervisory Board shall be based on the following principles:

  1. To carry out the work responsibly, with commitment and transparently;
  2. To value the diversity of thoughts and opinions;
  3. III. To conduct human relations with integrity, equity, cooperation and mutual respect;
  4. Not to tolerate any form of discrimination – based on nationality, gender, religion, skin color, social class or relating to any other personal feature;
  5. To respect the Brazilian legislation and the rules, policies and procedures as stated in the Bylaws, the Internal Rules and this Code of Ethics and Conduct of DUTCHAM;
  6. To defend the interests of DUTCHAM, as well as the converging ones of its Associates and, by extension, of the business segment of the countries that are the raison d’être of DUTCHAM;
  7. VII. To keep the information relating to the Associates or the works carried out at DUTCHAM secret and not to use it in any way for the own benefit without prior authorization;
  8. VIII. To be open for partnerships and the construction of mutually beneficiary relations;
  9. To be committed to the causes of DUTCHAM and to strive for excellence in action;
  10. To be a defender of the principles of sustainability, acting with economic, social and environmental responsibility when pursuing the activities of the Chamber;
  11. To be fully aware of the responsibility towards the business category and the market as a role model, setting precedents and gaining followers.

Chapter 4 – Rules of Conduct

4.1 Executives’ Responsibilities

  1. The members of the boards and managers of the Chamber shall all respect and ensure the compliance with the principles and rules contained herein.
  2. The Executive Board is responsible for ensuring that the behavior and decisions of its members, as well as those of the managers, members of the Advisory Board and any DUTCHAM’s representatives are in line with this Code. When behaviors deviating from this Code are identified, the Executive Board will take measures to repel or correct them, as the case may be.
  3. III. The members of the boards and managers shall show in their speech and actions the commitment to the values of DUTCHAM, thus stimulating the other Associates to also observe this Code.

4.2 Associates’ Responsibilities

All Associates and/or their legal representatives registered with DUTCHAM shall follow and respect this Code of Ethics and Conduct.

4.3 Ethical Violations – Sanctions

The disregard of any provision of this Code, the Bylaws or decisions taken in a General Meeting shall be subject to the sanctions listed below that will be decided on by the Executive Board, depending on the severity of the respective violation:

a) A warning will be given for any of the following conducts:

(i) Violation of this Code or of any other regulations created or decisions taken that has not been remedied within fifteen (15) days from the communication sent by the Executive Board;

(ii) Personal conduct harming or against the interests and/or purposes of DUTCHAM;

b) The exclusion from administrative and/or collegial bodies and/or as a member from the Association may be determined when any of the following conducts has been verified:

(i) The executive or Associate, or a representative of the Associate has received two or more warnings within one (1) year;

(ii) The maintenance of the conduct for which the executive, board member, Associate or representative of the Associate has been warned before;

(iii) Misconduct considered as very serious by the Executive Board.

c) For the exclusion of an Associate a decision by the General Meeting of the Associates shall be necessary.

d) The Associate upon whom one of the sanctions set forth in this Article is imposed shall previously be heard by the Executive Board and by the General Meeting that will take notice of the matter, whereby the Associate is entitled to exercise its full right of defense.

e) The imposed sanction shall always be commensurate with the seriousness of the misconduct.

f) In the event of an ethical violation committed by a legal representative of the Associate, the Ethics Committee may restrict the scope of the sanction to the violating representative or extend it to the Associate, if the circumstances of the violation show the connivance of the Associate with the violating representative.

4.4 External Activities

When accepting an external office or work, an executive, associate or member of DUTCHAM shall at all times commit to its responsibility towards DUTCHAM and preserve the interests of DUTCHAM, holding it harmless against possible damaging effects that the external position or work might bring about.

4.5 Recommendation of Associates

If DUTCHAM is asked to recommend professionals or services its recommendation shall be exclusively based on objective criteria, such as branch, specialization, special language abilities, among others. Basically, a request must be exclusively responded with the offer of a list of associate companies that meet the objective criteria for the request made.

4.6 Commitment Towards Information Dissemination

  1. Whenever Associates, Executives or Board members of DUTCHAM represent publically, they shall do so with the most consistent, exact, true and complete information available;
  2. Only the President or members of DUTCHAM with statutory authority or specific authorization granted by a meeting may speak on behalf of DUTCHAM; any representatives appointed by DUTCHAM shall represent it towards third parties within the strict limits of the powers granted to them.

4.7 Relations with the Associates

All Associates shall be treated equally and impartially, whatever their ongoing activity at DUTCHAM, particularly, during General Meetings and meetings of the decision-making or collegial bodies. All Associates must be heard and have the right to express their opinions.

4.8. Political Relations

The activity of DUTCHAM is guided by political impartiality and neutrality. The relation with the government bodies, trade and labor unions is conducted with full impartiality, always based on the ethical principles listed in this code.

4.9. Conflict of Interests

In the event an Associate, its representative, or executive of DUTCHAM find itself in a situation of conflicting interests, they are obliged to act in full conscience of their duty of loyalty towards DUTCHAM, aware of their responsibilities, and, in case of doubt, shall turn to the Board or the board members.

The executives, board members and Associates shall refrain from voting on matters in which they see a potential or actual conflict between their own interests and those of DUTCHAM and shall ensure that their representatives also refrain from such voting.

4.10. Prejudice, Discrimination and Harassment

  1. DUTCHAM rejects any form of prejudice, discrimination and harassment.
  2. If a behavior is verified that involves a prejudice, discrimination or harassment on the part of a professional of DUTCHAM or of an Associate, the Executive Board may impose sanctions and, depending on the case, recommend the expulsion of the involved party from the ranks of DUTCHAM.
  3. III. The DUTCHAM members, whether associates, executives, board members, employees and/or service providers undertake to treat everybody equally, regardless of the skin color, belief, gender or social class. If any professional or Associate feels discriminated against, they may turn to the Executive Board that shall assess the case.

Chapter 5 – Ethics Committee

  1. In case an ethical violation is reported to the President or Vice Presidents of DUTCHAM, the Executive Board will form a committee of at least three of its members upon whom it will be incumbent to decide on whether the reported violation has actually occurred and, in the affirmative case, suggest the applicable sanction for the Executive Board to decide..
  2. The Executive Board may also be consulted with regard to actions to prevent ethical violations and must keep the content of the inquiry secret, if so requested by the interested party.

May 2016


_________ // _________