Corporate Governance: guidelines for ethical and competitive performance
We seek more efficiency in decision-making, process compliance, risk mitigation, and better stakeholder relations.
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We want to strengthen our credibility in the market and improve our relationship with stakeholders
Good corporate governance and compliance practices are the supporting pillars of our business. This is why we follow procedures that are compatible with the rules of the markets in which we operate and adopt international standards of transparency.
We are committed to adopting a governance model that promotes balance between efficiency and control, and an environment that is a reference in ethics, integrity, and transparency, with zero tolerance for fraud and corruption.
Discover the layers of our corporate governance
Programa de Compliance
Petrobras' Compliance Program
Our company is guided by the Petrobras Compliance Program, a set of mechanisms designed to prevent, detect, and remedy misconduct and harmful acts committed against the company, including those related to fraud and corruption, money laundering, commercial sanctions, conflict of interests, and violation of antitrust laws.
The program is aimed at our various stakeholders and consists of three pillars, the purpose of which is to continuously reinforce ethics, integrity, and transparency in all our businesses:
Prevention
Aims to identify, assess, and reduce compliance risks, including those related to fraud and corruption, money laundering, trade sanctions, conflict of interest, and violation of antitrust laws.
Detection
Includes mechanisms capable of identifying and interrupting any ethical misconduct that may not have been avoided by preventive actions, enabling the accountability of those involved.
Remediation
Establishes the responsibility and penalty applicable to each case of proven misconduct. It makes it possible to address the weaknesses that led to the respective misconduct and to recover any damages.
The program must be read and understood together with internal rules and procedures. Check out the main documents that set parameters for our relationship with stakeholders:
Our Code defines the ethical principles that guide our actions and conduct commitments, both institutionally and for our employees. It explains the ethical meaning of our mission, vision, and Strategic Plan.
This is a document aimed exclusively at our suppliers, with guidance on expected ethical values and behavior. The Guide applies to all service providers, both in Brazil and abroad, that are involved in business processes and that have entered into contracts, agreements, and terms of cooperation with us.
This is a standard that contains a summary of guidelines for compliance with the applicable legislation. The summary is directed to our managers and employees and provides for internal control procedures that ensure the observance of established principles and rules.
The policies included in this document aim to improve and strengthen our governance mechanisms, guiding the actions of directors, officers, managers, employees, and collaborators. Additionally, it contributes to increasing transparency and the level of knowledge and confidence of investors and other stakeholders regarding the practices adopted internally.
Our regulatory framework governs a wide range of issues, such as conflicts of interest, nepotism, the acceptance of gifts, disciplinary proceedings, and Anti-Money Laundering and Counter-Terrorism Financing (AML/CTF) protocols, among others.
Corregedoria-Geral
Petrobras General Inspectorate
Responsible for managing the investigative processes of Petrobras and its controlled Corporate Holdings in matters within its jurisdiction, in addition to ensuring the conduct of disciplinary procedures for employees in matters of Compliance Incidents, Labor Relations (Sexual Harassment and Misconduct, Moral Harassment, Retaliation, and Discrimination) and Corporate Security, in accordance with internal rules and regulations, providing the appropriate referrals to the Integrity Committees of Petrobras and the Petrobras System companies.
Additionally, it is responsible for investigating the liability of legal entities for the commission of harmful acts against our company, as provided for in Law No. 12.846/2013, which is regulated by Decree No. 11.129/2022 and the relevant Normative Instructions of the Office of the Comptroller General. The Administrative Accountability Proceeding (PAR) is an additional instrument used to combat fraud and corruption. Should the legal entity’s liability for the illicit act be confirmed — following the completion of the required administrative proceedings and ensuring the right to due process and full defense — the law provides for the imposition of fines and the extraordinary publication of the sanctioning administrative decision.
The General Inspectorate is also responsible for developing, managing, and implementing the Special Accountability Process (TCE), established by Law No. 8.443/12 and Federal Court of Accounts (TCU) Normative Instruction No. 71/2012.
Petrobras General Inspector: Edson Leonardo Dalescio Sá Teles
Appointment date: July 1, 2024
Term of office: 2 years
E-mail: cc-corregedoria@petrobras.com.br
Segurança nas contratações
Greater security in hiring
Suppliers, customers, business partners, sponsored and affiliated parties, and other counterparts who are interested in initiating and maintaining a relationship with us shall go through the Integrity Due Diligence (DDI) procedure. This is a mechanism provided for in the Petrobras Corruption Prevention Program (PPPC), which aims to assess the integrity risk to which we may be exposed in our relationships with third parties.
Tomada de decisão e indicações
Greater security in decision-making and appointments
Compliance Assessments
In order to support and allow for greater security in the decision-making process of our company's managers and administrators, we have decided to carry out a prior analysis of certain matters submitted for consideration by senior management. This assessment comprises aspects related to compliance with the company's internal policies, guidelines and procedures, and applicable legislation, preventing and detecting any compliance risk.
Integrity Background Check (BCI)
It is another important decision-making support mechanism, which aims to increase the quality of appointments, without prejudice to meritocracy, through the analysis of the integrity of candidates appointed by us to work in rewarded positions in our company and in the senior management of Petrobras Equity Interests, respecting the privacy and access to information laws that are in force in each country.
Cultura de compliance
Strengthening our compliance culture
Communication
Communication initiatives aim to publicize and ensure the transparency of all compliance actions implemented by us. They also guide, raise awareness, and answer any questions of stakeholders.
Training
We work to continually deepen the workforce's knowledge of corporate guidelines, legal requirements and responsibilities. We also promote trainings that allow the identification, prevention, addressing, and reporting of situations of risk, misconduct, or evidence of fraud and corruption in business.
Integrity Agents
To collaborate with the implementation of compliance actions, we have several professionals who act as Integrity Agents in all organizational units. They are committed to disseminating the culture of integrity, and encourage, each in their areas, discussions that include the application of guidelines regarding compliance with laws and internal rules, especially those related to fighting fraud, corruption, and money laundering.
Auditorias
Audits
Internal Audit
This is a set of procedures used to analyze our internal controls, observing the aspects that are most relevant to maintaining the quality of our work. The central objective of an internal audit is to evaluate and provide assistance to the Board of Directors, the Audit Committee, the Presidency, and the Executive Board, as well as to meet the demands of the Fiscal Council and external control bodies, aiming to strengthen management, internal controls, and risk reduction.
External Audit
The external audit is carried out by an independent and impartial company chosen by the Board of Directors of Petrobras. This company will be responsible for verifying that the financial statements adequately reflect our reality.
Canais de diálogo
Dialogue channels and management instances
General Ombudsman's Office
The Ombudsman office is responsible for receiving complaints, requests for information, reports, requests, queries, opinions, and suggestions from all interested parties in a confidential, independent, free, and accessible manner.
Reporting Channel
This is an external and independent channel, which covers our subsidiaries and is equipped with security mechanisms to guarantee the anonymity of the whistleblower, who can monitor the progress of his complaint. This channel is available in 3 languages, 24/7.
Transparency Portal and SIC
Transparency and integrity in disclosing information are key tools for strengthening our compliance environment. Public, financial, and governance information, as well as the publication of relevant facts, are available on external and internal websites, through communications and reports aimed at various stakeholders.
Legislação
Legislation
In the development of our activities, both in Brazil and abroad, we are subject to national and international anti-corruption laws.
Other anti-corruption laws may apply to our activities, depending on the country in which Petrobras' Equity Interests are incorporated or the location where its operations are carried out.
We have listed the main ones below:
Provides for the administrative and civil liability of legal entities for acts practiced against either national or foreign public administration.
United States of America (USA) federal anti-corruption law, to which we are subject by holding ADRs (American Depositary Receipts) traded on the New York Stock Exchange.
American law that requires companies that have securities traded on American stock exchanges, whether or not headquartered in the United States, to have a certification, which is renewed annually. This certification guarantees that companies adopt more rigorous standards in their internal controls and that their administrators are directly responsible for the disclosed financial reports.
UK anti-corruption law, which allows UK courts to try crimes relating to fraud and corruption committed by companies incorporated in the UK or operating in the UK.
Mais iniciativas
Other initiatives
Our company is also a signatory of national and international anti-corruption initiatives, such as: United Nations Global Compact, Extractive Industries Transparency Initiative (Eiti), and Business Pact for Integrity and Against Corruption.
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