MANUAL

OF

ETHICAL
CONDUCT
1

MESSAGE FROM THE CEO

INTEGRITY

RULES

COMMITMENT

STRATEGY

MANUAL

ACTITUD

COMPLIANCE

CONDUCT

We live in a world that is constantly changing. Therefore, to rethink about the way we relate to this world and the society
that forms it is crucial to ensure the perennial and sustainable evolution of any company.
Within this context, JBS is updating its Manual of Ethical Conduct. The Manual is in compliance with JBS Values and its
revision is necessary because of the expansion process the Company has been experiencing over the past years. JBS has
become a global food company and the updating of the Manual is in line with this new reality.
The Manual of Conduct is the improvement of a belief that was born with JBS and comprises many decades of ethics and
integrity. Its global and applies to all our employees, and also to the most varied types of suppliers and third parties with
which JBS has a relationship. The updated version of this Manual, launched in March 2016, works as a guiding tool for
JBS relationships with its employees, partners and with those that represent the Company.
The Manual reinforces JBS posture all over the world, regardless the number of countries or employees. It is and must be
used as a consultation document by all employees as it establishes the guidelines we believe to be the most adequate to
be followed.
Integrity and ethics are part of the conduct of each of us and based on peoples freedom and responsibilities, both in
individual terms and in their mutual relationships. They are not something simple to explain in words, but we all know what
they mean.
We believe that, by following the guidelines in this Manual, we will be able to further strengthen JBS values, what is a
reason of pride for each one of us.
Wesley Mendona Batista
Global CEO of JBS S.A.

TABLE OF CONTENTS
Introduction ................................................................................................................................................................................ 6
1. Who is responsible for JBS Ethical Standards? .................................................................... 8
Employees Responsibilities ................................................................................................................................. 9
Leaderships Responsibilities ............................................................................................................................... 9
Penalties for Violations .......................................................................................................................................... 10
2. What you should do if you have
doubts about this Manual....................................................................................................................................... 12
3. General Guidelines .............................................................................................................................................. 16
3.1. Health and Safety ............................................................................................................................................ 17
3.2. Social and Environmental Sustainability ................................................................................ 17
3.3. Employment Practices ................................................................................................................................. 17
Work life balance ..................................................................................................................................................... 18
Diversity in the workplace and equal employment opportunities ........................... 18
Harassment in the workplace ..................................................................................................................... 18
3.4. Protection of JBS assets ........................................................................................................................... 19
Intellectual property and data protection .......................................................................................... 19

Sites and Social Media ...................................................................................................................................... 21

Communication with the Media ................................................................................................................ 21
Books and Records .................................................................................................................................................. 22
Assets made available by JBS....................................................................................................................... 22
3.5. Conflict of Interests .......................................................................................................................................... 23
3.6. Relationship with Third Parties ............................................................................................................ 24
3.7. Anti-corruption Practices ........................................................................................................................... 25
Gifts and entertainments ..................................................................................................................................... 26
3.8. Relationship with Government Agencies ............................................................................... 28
3.9. Customer, Supplier and Employee Privacy ......................................................................... 28
3.10. Contact with Competitors .................................................................................................................... 29
3.11. Money Laundering Prevention ....................................................................................................... 29
3.12. Privileged Information and Negotiation of JBS Securities ........................... 30
4. Making Good Decisions ................................................................................................................................. 32
Proof of Receipt...................................................................................................................................................................... 34
Notes.................................................................................................................................................................................................. 38

INTRODUCTION MANUAL OF ETHICAL CONDUCT

Our Culture:

What does it mean to behave with integrity? Is it to

say what we really think? Is it to ponder on what
we say? Is it to fulfill our promises? Is it an idea?
A concept? The answer is all of that. Integrity
can also become a structure for our thoughts and
actions. A way of thinking and being.

Our Mission

Our Beliefs

To be the best in all that we do, completely

focused on our business, ensuring the best products
and services to our customers, a relationship of trust
with our suppliers, profitability for our shareholders
and the opportunity of a better future for all of our
team members.

Focus on details;

We all have our own sense of ethics and

integrity. To be able to build a significant
dialogue about integrity and find a way to put
it into practice in the workplace, we need to
develop a common language.
Its the language that defines the role of integrity
in the decision-making processes with which
we agree. This Manual of Ethical Conduct

(Manual) brings the guidelines to help transform

integrity into the foundation of everything we do.
We can transform the integrity of an ideal into a
real, vivid, dynamic and active process.
The guidelines herein establish the general
principles of conduct to be observed, anywhere
and anytime, by all who have a relationship with
JBS and help us perform our activities with integrity.
This Manual and the policies herein do not
characterize any employment relationship. The
publishing of this Manual and of JBS policies
do not generate any contractual or employment
rights.

Our Values
Discipline;
Availability;
Sincerity;
Simplicity;
Ownership;

Hands-on work;
Success is only achieve through hard work.
Right person in the right places;
Passion for what we do;
Attitude is more important than knowledge;
A Leader must win over their team members;
Lead by example;
Focus on results;
Working with people who are better than we are;
Believing makes the difference;
Quality products.

Humility;
Determination.

1.
WHO IS RESPONSIBLE FOR
JBS ETHICAL STANDARDS?

To behave with integrity is a commitment of

all those who have a relationship with JBS.
Accordingly, this Manual must be followed
by anyone who works for or represents JBS,
including employees, affiliated companies and
third parties that have a business relationship
with JBS, in all geographies.

JBS employees responsibilities

We are all responsible for the integrity of our
own work, therefore, all JBS employees are
committed to:
Understanding the basics of the guidelines
described herein;
Knowing the details of the policies that are
relevant for the performance of their activities in JBS;

Behaving with integrity and immediately

reporting any failure or violation of JBS
regulations or policies to the Ombudsman Office.

JBS leaderships responsibilities

JBS leaders are responsible for encouraging a
culture of integrity. All JBS leaders are committed to:
Communicating, to their teams, the importance
of integrity and the relevance of complying with
these standards, encouraging an ethical conduct
and the full compliance with JBS policies and
giving the example through their actions;
Ensuring an open environment in which
employees understand their responsibilities, feel
free to communicate concerns and do not fear
retaliation;

 To lack the necessary leadership to ensure the

compliance with JBS policies and guidelines.

EXAMPLE

Violations to this Manual are subject to disciplinary

actions, such as verbal or written warning and
employment suspension or termination with or without
fair cause. Examples of improper misconduct subject
to disciplinary actions:
To violate or request other person to violate the
guidelines herein;
To refrain from communicating a violation of the
guidelines herein of which the employee is aware;

10

MANUAL

Penalties for violations

TRANSPARENCY

GOOD CONDUCT

PARTICIPATION

To retaliate other employee after that he/she

communicated a violation of the guidelines herein;

DECISION

ENGAGEMENT

Responding to employees concerns promptly,

attentively and respectfully;
Disseminating JBS values to their subordinates,
customers and suppliers.

11

2.
WHAT YOU SHOULD DO IF
YOU HAVE DOUBTS ABOUT
THIS MANUAL

We are not experts in all areas. We can

eventually be faced with situations in which we
may need advice or support to identify the best
solution. Our superiors, managers, coordinators
and supervisors are usually the first ones to whom
we can ask for help. Additionally, there are other
people available in the:

Human Resources
Legal
Compliance
JBS Ombudsman Office an impartial, safe
and confidential channel that deals with issues in
compliance with JBS rights, regulations, policies
and values.
Phone 0800 770 4100
Email ouvidoria@jbs.com.br
Internet Portal www.ouvidoria.jbs.com.br

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Your identification is not required, but its

important for the ombudsman office to be able
to give you feedback as to the actions taken to
solve the issue.

Please remember: to communicate

misconduct is a demonstration of commitment
and concern with JBS, our co-workers and
shareholders. Its not necessary to know exactly
whether a specific action is a violation or not,
but its necessary to communicate any situation
that can possibly represent a violation to JBS
principles and policies.
In this process, your confidentiality is respected
and your name, as well as the information given,
will be shared only with those responsible for
solving the problem. You can also opt to make an
anonymous communication.

Non-Retaliation: retaliation against anyone

who has communicated a possible misconduct

13

14

COMMITMENT

DEDICATION

RESPONSIBILITY

Business Units can establish specific policies and

procedures in line with JBS general policies and
guidelines, which must be followed together with
the guidelines described herein.

ETHICS

Business Guidelines and Procedures: JBS

REGULATIONS

is strictly forbidden. Retaliation practices are

subject to disciplinary measures that can lead to the
dismissal of a JBS employee or to the dissolution of
an agreement.

3.1. Health and Safety

In addition to being a legal obligation, JBS is
committed to ensuring employees health and
safety as it considers its human capital its main
asset.

3.
GENERAL GUIDELINES

16

Through the leadership and commitment

taken by its employees, JBS continuously work
to improve its processes and conduct safe
operations.

JBS condemns and does not tolerate child labor

and sexual exploration, as well as degrading
conditions in the workplace that can put the
employees health and life in risk.
The Company also works focused on continuous
improvements to enhance its processes and
implement policies and actions that minimize
the impacts caused to the environment and
that generate value to its suppliers, employees,
shareholders, customers and the communities in
which the Company operates.

3.2. Social and Environmental

Sustainability

3.3. Employment Practices

JBS is committed to sustainability, reason why

the Company respects the human rights in its
relationships, complies with the applicable
laws and regulations and protects the natural
resources in its activities and value chain.

JBS employment practices are guided by our

commitment to treat all employees with dignity
and respect. We believe in the value of diversity
in the workplace and in living our Values,
contributing to a culture of respect and attention

17

to our employees in all the geographies where

JBS makes businesses.

Diversity in the Workplace and Equal

Employment Opportunities

JBS is committed to complying with the laws

on the freedom of association to trade unions,
privacy, collective agreements, length of service,
salaries and working hours, as well as with the
laws that prohibit any type of discrimination and
forced, compulsory and child labor.

JBS is committed to providing all employees with

equal opportunities, regardless of gender, race, color,
religion, ethnics, sexual orientation, age or special
needs. JBS seeks to gather a culturally diverse labor
force, in which each employee is recognized as an
important member of the team. We do not tolerate
any type of discrimination in the workplace. Any
form of segregation must be reported to one of the
communication channels listed in this Manual.

Work life Balance

JBS respects its employees as individuals and
encourages a healthy balance between their
personal and professional lives, attentive to the
business needs. Leaders and employees must
work together to reach this objective.

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Harassment in the Workplace

JBS does not accept any form of embarrassment,
intimidation or hostility. We do not tolerate any
behavior that can unsettle, disturb or interfere in other
peoples working ability. Unacceptable behaviors

include verbal, nonverbal and physical abuse. If an

employee feels to have been harassed, he/she must
communicate the fact to one of the communication
channels listed in this Manual.

to the general public. Privileged information that

has commercial value for competitors or other
people interested in doing businesses with JBS is
sometimes called information with exclusive rights
or trade secrets.

3.4. Protection of JBS Assets

Examples of privileged/proprietary information

and trade secrets:

Intellectual Property and Data Protection

All employees have the commitment to protect JBS
registered trademarks, trade secrets, copyrights
and other confidential information, as well as
respect third parties intellectual property. The
misuse of such information can expose JBS and
even JBS employees to legal actions, fines and
criminal sanctions.
Privileged information is a valuable asset. It
includes facts, data and knowledge not disclosed

Technical information:
Data compilations;
Research & development data;
Computer programs; and
Engineering projects.
Financial information:
Prices;
Budget estimates;
Profit margins; and
Costs.

19

Manufacturing information:
Manufacturing methods, techniques and processes;
Product formulas;
Manufacturing layout;
Manufacturing estimates;
Unfinished materials;
Standard operating procedures; and
Manufacturing defects.

Strategic information:
Regulation plans;
Business plans;
Information about the acquisition of products;
Information about the acquisition of real estate and
expropriations;
Information about the acquisition of companies; and
Strategic plans.

Human Resources information:

Employees personal data;
Employees personal files;
Employees salary data; and
Employees medical records.

Supplier information:
Quality data;
List of suppliers and related information;
Product prices.

Sales/Marketing information:
Customer lists;
Customer and supplier-related information;
Marketing strategies;
Supplier identity sheets; and
Consumer prices.

20

Privileged information necessary to your work must

be used only with that aim. Such information can
be shared only with other employees who need it to
perform their work and who have authorization to
have access to it.

Privileged or strategic information can be shared

with people outside JBS only when protected by
confidentiality agreements duly approved by the Legal
area.

JBS logo and brands is only allowed with the

express authorization of the Companys Corporate
Communication area.

Attention: the above-mentioned conditions

regarding privileged information also apply to former
employees.

Communication with the Media

Sites and Social Media

JBS participates in the social media with its pages
and official profiles. The Companys Corporate
Communication area is responsible for managing
that environment and the data published, which
represent JBS official position about the most varied
topics. The information posted in JBS official channels
can be shared by employees with the objective
of contributing to JBS image and reputation. The
creation of pages, sites and communities with

The media and the community are important links

between JBS internal and external audiences,
including:
Employees;
Current and potential customers; and
Partners.
Everything that is said or written about JBS
can affect the Companys reputation both in
positive and negative terms. We highly value
the relationship we have with the media and the
communities where JBS conducts its businesses.
We maintain JBS credibility by providing

21

the media with prompt, precise and consistent

information.
The contact with the press is restricted to JBS
Management. All media consultations must be
submitted, intermediated, coordinated and followed by
JBS Corporate Communication area.

Books and Records

The controllership department provides the proper
environment for the recording and sending of updated,
reliable and exact information that will be used in
decision-making processes and in JBS strategic
planning.
The events must be recorded and reported in a precise,
honest and objective basis. This includes, but its not
limited to the following examples:
Working hours (payroll data and time records);
Allowance reports;

22

Reimbursement requests;

Facilities;

Financial reports;

Inventory;

Results of tests and surveys;

Stationery;

Any other event related to your working activity.

Protective equipment; and

Financial reports must be complete, exact and

updated in all material aspects. All financial books
and records must follow the accounting principles
and regulations established by the competent
authorities. All employees are responsible for
maintaining JBS internal control system, including
the financial team.

Assets made available by JBS

JBS provides its employees with space and working
tools for the performing of their work. On the other
hand, the Company expects that all employees
respect and protect the assets made available,
including:

Electronic devices (notebooks, mobile phones,

tablets, etc.)

3.5. Conflict of Interests

Our work in JBS is our major responsibility. A conflict
of interests takes place when our interests or personal
activities influence or seem to influence on our ability to
achieve the best result for JBS. Employees are expected
to avoid situations that are in conflict with their
responsibility with JBS. Some situations that could result
in conflict of interests include:
To do businesses with friends and relatives (spouses,
partners, siblings, parents, children and in-laws);
To have financial interest in another company in our

industry or line of business;

To have a second job or manage an own business
that can conflict with JBS businesses;
To occupy the position of director or leader in
another company.
All employees must report any actual or potential
conflict of interests and discuss it with their
hierarchical superior to be analyzed by the areas
Management or the Human Resources area. Any
activity that is eventually approved despite the
actual or potential conflict of interest, must be
documented and submitted to the HR department
to be further filed in the employees records.
A situation of conflict of interests is not necessarily
a violation of this Manual. However, the omission
to communicate such conflict is a violation.
JBS does not encourage romantic relationships of
any type among its employees.

23

Other examples of conflict of interests:

To utilize or borrow JBS resources or assets
for its own sake or for the sake of third parties,
except when for the Companys benefit and duly
approved and documented by the Management;
To use, for its own sake or for other peoples
sake, with or without prejudice to JBS, commercial
and financial opportunities you are aware of as a
result of the position you occupy in JBS.

3.6. Relationship with

Third Parties
To conduct its businesses, JBS maintains
relationships with external people and
organizations, among which:
Representatives;

24

Consultants;
Independent contractors;
Contractors and subcontractors;
Distributors; and
Suppliers.

JBS relationships with third parties are built on a

transparent, efficient and fair basis. We expect
that the third parties and organizations with which
we relate comply with the laws that establish a fair
treatment to their employees, a safe and healthy
workplace, in addition to the protection of the
environment and fight against child or slave labor.
We will not make businesses with third parties that
do not comply with the policies and procedures
established by JBS. Accordingly, we must have
special care to ensure that contracted third parties
have a good reputation, are duly qualified and
support JBS values and standards. With that in
mind, all third parties that have a relationship

with JBS must receive a copy of this Manual and

adhere to the applicable guidelines.

private sector, including facilitation fees, in any

and all business transactions and countries.

Before receiving any material, component, product

or service, third parties must be selected on a
totally impartial basis through an evaluation and
qualification process, following specific internal
regulations and duly formalized through the signing
of agreements approved by JBS legal area.

We keep exact commercial records, accounts,

books and agreements to ensure that they
correctly reflect the nature of transactions and
payments.

3.7. Anti-corruption Practices

To make pledges and offer, receive or authorize
any type of bribe, either directly and indirectly,
with the objective of obtaining or granting undue
advantages are an unacceptable conduct and
expose JBS and its employees to possible legal
actions.
Its strictly forbidden to make undue payments
to government officials or representatives of the

JBS respects employees right to participate in

political processes. However, employees are
banned from making any political contribution
in cash, goods or services on behalf of JBS.
Accordingly, do not make pledges, offer or
contribute with corporate funds or other business
assets for political purposes without a formal
prior approval obtained according to the local
procedures and regulations.
Any third party that represents JBS as a consultant,
sales representative, distributor or service provider
must comply with the policy on the prevention of

25

undue payments and the applicable anti-corruption

laws and must not facilitate or get involved in any
type of bribe or corruption.

Gifts and Entertainments

In many cultures, gifts and entertainments are part
of the corporate environment. When conducting
JBS businesses, its important to know the difference
between gifts that represent a friendly attitude or
goodwill from gifts given by someone with other
intentions. An embarrassing situation, a possible
conflict of interests and even an undue payment can
take place when a gift or entertainment is given or
offered by:
A competitor;
Someone whose main objective is to do business
with JBS;
Someone who is trying to objectively influence on a
decision you have to make; and/or
A public agent.

26

The act of giving or receiving free gifts or

entertainments must be in compliance with JBS
legitimate businesses and regulations of the other party
involved. Usually, giving and receiving modest free
gifts or entertainments is allowed when:
The gift is given for an appropriate reason and the
frequency and situation are reasonable;
The gift or entertainment helps improve the
commercial, political and community relationships.
Before you decide to give or receive a gift or
entertainment, ask yourself:
Is the gift or entertainment appropriate to the
circumstances, sporadic and not expensive?
Is the gift or entertainment appropriate to the
business relationship between the person who is
offering it and the person who is receiving it?
How would my colleagues react if they knew I
offered or received a gift or entertainment?
Is it possible to share the gift with my colleagues?

Not all gifts come wrapped with bows. Be careful

about unusual favors, including:
Servios gratuitos;
Complimentary services;
Loans;
Discounts;
Expense reimbursements;
Valuable items; and/or
Use of equipment or facilities for personal purposes.
The following situations are always inappropriate
and strictly forbidden:
To request or offer gifts, entertainment and
preferred treatment for personal purposes;
To offer or accept gifts, entertainment and
preferred treatment with the objective of influencing
on a purchase decision;
To accept gifts, entertainment or preferred
treatment if you are involved in a contracting or
purchase-related decision;
Any gift in hard cash;

To take advantage of an opportunity to buy

products or services or obtain financial advantages
in conditions that are not available to your
colleagues.
JBS employees who are given or offered gifts,
entertainment or preferred treatment deemed
inappropriate must refuse and immediately report the
event to their Units leader. If you cannot refuse the gift,
it must be returned together with an explanation about
JBS policy on the receiving of gifts. If its not possible
to return the gift or if it is considered an offensive
attitude to the person who gave it, the manager of
the employee who received the gift must send it to a
charity institution or equally distribute it among its team,
if possible.

3.8. Relationship with Government

Agencies
In our work, we frequently interact with government

27

agencies and agents to do businesses. Interactions

with government entities take place in several situations,
such as supervisions, meetings and participation in
bids, among others. Regardless the circumstance, JBS
employees must be transparent and act in an ethical
manner, meeting the applicable laws and regulations,
including special requirements related to the contact
with public agents and codes of conduct of the public
administration. Employees and third parties that interact
on behalf of JBS with government agencies must be
aware of and observe the local legal and regulatory
laws.

3.9. Customer, Supplier and

Employee Privacy
JBS protects the information it gathers and
maintains about customers, suppliers and
employees. Therefore, any employee or third

28

party who has access to JBS information

must protect the privacy and personal data in
compliance with the applicable privacy and
data protection procedures and regulations
by obtaining consent to collect and use such
information, providing the information owner with
free access to its information and ensuring the
information is safe, among others, according to
the local law and regulation requirements.

3.10. Contact with Competitors

Our business is highly competitive and, therefore, we
have to broaden our knowledge about competitors,
suppliers and customers on a continuous basis, being
always honest, fair and ethical as to the way we
obtain information.
In several countries, there are laws that prohibit

agreements or understandings among competitors

that reduce the competitiveness among them. With
that in mind, do not offer, request or exchange
information with a competitor about: prices,
proposals, market share, sales locations, customers,
line of products, sales conditions, production
data, sales capacity or volumes, costs, profits and
margins.
As laws are complex and different, its essential that
JBS Legal area participates in the development of
new commercial initiatives to ensure compliance
with the competitors protection laws.

from a legitimate source, a practice known as money

laundering.
JBS is committed to fully complying with the laws to
fight money laundering all over the world. With that in
mind, JBS businesses must implement evaluation and
customer relationship procedures based on the Know
your customer model, and take the necessary steps
to identify and block inadequate or suspect manners
of payment. The failure to detect relationships and
transactions that put JBS at risk can deeply affect the
Companys reputation.

3.11. Money Laundering Prevention

3.12. Privileged Information and

Negotiation of JBS Securities

People involved in illicit activities, such as corruption,

drug trafficking or frauds, can try to make proceeds
coming from criminal conduct appear to have derived

The use of material information not yet disclosed

to the market by the professionals involved in the
negotiation of JBS securities is a conflict of interests

29

INTEGRITY

RULES

COMMITMENT

STRATEGY

MANUAL

ACTITUD

COMPLIANCE

Employees with access to privileged information

are banned from buying, selling, recommending
or suggesting that other people buy and sell the
Companys shares in the 90 (ninety) days prior to their
acquisition and must observe the blackout period,
as established in the Companys Trading Policy
for Securities, available in JBS intranet and in the
Companys investor relations website.

CONDUCT

and a violation to the laws and regulations on the

capital market. JBS has a policy to avoid this type of
conflict and all employees with access to privileged
information must read and sign the term of agreement
to JBS Trading Policy for Securities.

For additional information about restrictions on the

trading of JBS securities, please contact JBS Investor
Relations area.

30

31

If you have to deal with a problem or a confusing

situation, try to answer the following questions.
They can help you make a good decision.

4.
MAKING GOOD DECISIONS

Is the action Im recommending in compliance

with JBS values? Is it honest and real? (The
values test)
Is the action Im planning to take in line with JBS
Manual of Ethical Conduct? (The policy test)
Is the action Im recommending legal? Will it
violate any law or regulation? (The law test)
What are the costs? How will I feel if I decide to
take this action? (The mirror test)

of that? (The media test)

Am I willing to assume responsibility for
this action and for its consequences? (the
responsibility test)
This material was prepared by the Corporate
Human Resources, Legal, Corporate Compliance
and Corporate Communication areas and is
directed at all JBS employees and partners.
The Corporate Compliance area and the
leaderships of JBS units are responsible for
managing this Manual of Conduct, as well as
for its disclosure, training and for implementing
mechanisms to monitor it.

What will my supervisor, other leaderships, my

colleagues and my family think about what Im
planning to do? (The others test)
If my action is eventually published in
newspapers or broadcasted on TV, will I be proud

32

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TRANSPARENCY

GOOD CONDUCT

34

DECISION

ENGAGEMENT

MANUAL

EXAMPLE

PARTICIPATION

PROOF OF RECEIPT
JBS S.As Manual of Ethical Conduct
I hereby attest that I received JBS S.As Manual of Ethical Conduct. I understand the standards that
apply to my work and agree with its terms. I accept the responsibility of encouraging an ethical working
environment and I will openly communicate with others as to issues related to conduct practices.

Name:__________________________________________________________________
Date:______/______/_______
Unit:________________________________________
Area:___________________________________________

Signature:___________________________________________

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36

DEDICATION

CONDUCT

COMMITMENT
ETHICS

RULES

STRATEGY

MANUAL

REGULATIONS

INTEGRITY

COMPLIANCE

ACTITUD

RIGHT PATH
37

NOTES

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