This Code of Ethics and Business Conduct applies to Frutura Uruguay. Frutura Uruguay is committed to the highest standards of social responsibility practices. Each member of Frutura Uruguay must act with integrity and transparency and provide safe and fair working conditions.
We are responsible for knowing and adhering to the values and standards described in this Code and for asking questions if we are unsure of company policy. If we are concerned about whether the criteria are being met or are aware of violations of the Code, we should contact Human Resources and Compliance management. Frutura Uruguay takes the standards outlined in the Code seriously, and violations are grounds for disciplinary action up to and including dismissal.
BUILDING TRUST AND CREDIBILITY
The success of our business depends on the trust we earn from our employees, customers and shareholders. We gain credibility by fulfilling our commitments, showing honesty and integrity, and achieving the company’s objectives only through honorable conduct. It is easy to say what we should do, but the proof is in our actions; we lead by example.
When considering any action, it is advisable to ask:
- Will this generate trust and credibility for Frutura Uruguay?
- Will it help create a work environment where Frutura Uruguay can be successful in the long term?
- Is the commitment I am making one that I can keep?
- Does what I am doing comply with Frutura Uruguay’s guiding principles, Code of Conduct and company policies?
- Would I feel comfortable describing my decision at a staff meeting?
- Am I being loyal to my family, my company and myself?
- Would I like the actions I am about to take to be in the local/national news?
- Is this the right thing to do?
We will only maximize trust and build credibility by answering “yes” to these questions and working daily to build our trust and credibility.
RESPECT FOR THE INDIVIDUAL
At Frutura Uruguay we believe that we all deserve to work in an environment where we are treated with dignity and respect, bringing out our full potential. Frutura Uruguay is committed to respecting and protecting the human rights, safety and dignity of the people who contribute to the success of our business. We seek to operate responsibly and contribute positively to the community; it is of utmost importance that all our dealings are legal, moral and ethical.
All Frutura Uruguay employees are also expected to support an inclusive workplace by adhering to the following standards of conduct:
- Always treat others with dignity and respect.
- Address and report inappropriate behavior and comments that are discriminatory, harassing, abusive, offensive or unwelcome.
- Encourage teamwork and employee participation, encouraging representation of different employee perspectives.
- Seek opinions from employees with different experiences, perspectives and backgrounds.
- Avoid jargon or idioms that may not translate across cultures.
- Support employees with different needs or abilities.
- Confront the decisions or behaviors of others, which may result from conscious or unconscious biases.
- Be open-minded and listen when given constructive feedback on others’ perceptions of your behavior.
Frutura Uruguay will not tolerate discrimination, harassment or any behavior or language that is abusive, offensive or unwanted.
Frutura Uruguay is committed to providing a workplace for its diverse employee population that is inclusive and free from discrimination of any kind and from abusive, offensive or harassing conduct, as set forth in the “Sexual Harassment Complaint Procedure” in Frutura Uruguay’s Internal Regulations. Employees who feel harassed or discriminated against should report the incident to their management or to Human Resources and Compliance.
HUMAN RIGHTS AND LABOR STANDARDS
Frutura Uruguay recognizes the inherent dignity and equal rights of all people. We are committed to upholding and respecting human rights in all aspects of our business operations.
This policy outlines our commitment to conduct business in a responsible and ethical manner, promote a culture of respect and contribute positively to the communities in which we operate and sets out the standards we expect all our suppliers and supply partners to meet when producing and supplying products or labor for Frutura Uruguay no matter where in the world they operate. Frutura Uruguay is committed to complying with all applicable laws and regulations, including but not limited to labor, environmental, safety (i.e. product safety), anti-bribery, anti-corruption and trade laws and regulations.
EMPLOYMENT IS FREE CHOICE (EMPLOYMENT AT WILL)
All Employees shall work on a voluntary basis and shall not be subject to any physical, mental or sexual exploitation, such as forced, bonded and indentured labor. Employees shall not be subject to any form of coercion, fraud, deception or relinquishing control of their person to another person for the purpose of such exploitation. The supplier and its partners shall not support or participate in slavery or human trafficking in any part of its supply chain. Employees must maintain possession or have control of personal identity and travel documents. Employees’ freedom of movement shall not be restricted; nor shall Employees be prevented from terminating their employment.
Wage deductions: Wages will not be withheld, except as required and/or permitted by law.
Employment Agencies: The supplier and supplier partners shall only use employment agencies that are permitted by law to operate and shall ensure that the hiring of employees, whether directly or indirectly, follows the Code, applicable laws and regulations. To the extent prohibited by law, employees shall not pay fees or related costs incurred for the purpose of employment or as a condition of employment.
FREEDOM OF ASSOCIATION
Employees shall have the right to freedom of association and shall not face unlawful retaliation, harassment or intimidation for exercising these rights as defined in Law No. 17,940 “Freedom of Association. Union Rights”.
WORKING CONDITIONS ARE SAFE AND HYGIENIC
Frutura Uruguay is committed to comply with all applicable health and safety laws and guidelines. Frutura Uruguay is responsible for identifying, assessing and mitigating safety and health risks and concerns. In addition, at the start of employment and at appropriate intervals, Frutura Uruguay will conduct health and safety training and communicate health and safety information in local languages. Employees must have easy access to clean sanitary facilities, drinking water and sanitary facilities for preparing, storing and eating food.
CHILD LABOR AND YOUNG WORKERS
In accordance with applicable law, all employees must be at least the legal age established by national law. Official and verifiable documentation of each employee’s date of birth, or a legally recognizable means of confirming each employee’s age, shall be maintained.
Employees under the age of eighteen (18) shall not perform any work that is hazardous or interferes with their education or endangers their health, safety, spiritual development, moral development or social development, and legal restrictions on working hours for employees under the age of eighteen (18) shall be respected.
CLEAR AND FAIR EMPLOYMENT CONDITIONS
All employees will receive clear, written information about their terms and conditions of employment through a written contract or offer of employment. The contract/job offer must be in a language that the employee understands before signing any documents. In the case of foreign workers, terms and conditions of employment will be provided prior to leaving their home country.
SALARIES AND BENEFITS
All employees will receive their salary in accordance with the labor regulations in force for each sector of activity, respecting the legal minimum per task, the corresponding surcharges according to the hours worked and all the additional salary benefits established. Salaries will be paid according to the schedule and legal deadlines for each type of settlement, generating the documents and declarations required by current legislation and presenting them within the corresponding deadline to the competent body or the employee.
REGULAR WORKING HOURS AND OVERTIME
The weekly workload will be subject to the labor regulations in force according to each sector of activity. Extra work or work on days off shall be exceptional, voluntary and regulated by labor laws. No exceptions may be made except in cases of emergency or highly seasonal work and/or of an unpredictable nature. Weekly breaks will be in accordance with the regulations, establishing one day off per week, preferably on Sunday. After hours or home office work is not permitted, except for positions where expressly approved.
NON-DISCRIMINATION
Frutura Uruguay, its suppliers and supplier partners must not tolerate any form of harassment or discrimination based on gender, gender identity or expression, race, ethnicity, national origin, age, sexual orientation, socioeconomic status, religion, education, disability, political opinion or any characteristic protected by applicable law.
NO HARSH OR INHUMANE TREATMENT
Any behavior, communication or other conduct that creates an intimidating, offensive, abusive or hostile work environment, or otherwise interferes with any employee’s ability to perform his or her job, is unacceptable. All workers will be treated with respect and dignity. Frutura Uruguay, its suppliers and supplier partners must not allow physical or mental punishment or abuse of any team member.
DIVERSITY, EQUITY AND INCLUSION
At Frutura Uruguay, we believe that diversity represents a wide variety of differences among our employees. We strive for a diverse, inclusive and equitable workplace where all employees feel valued and respected, regardless of gender, gender identity or expression, race, ethnicity, national origin, age, sexual orientation, socioeconomic status, religion, education or disability.
Inclusion is an essential component of diversity, where our differences are leveraged to create an equitable, welcoming, respectful and dynamic work culture. An inclusive work environment recognizes our differences and actively works to combat barriers to equity.
A CULTURE OF OPEN AND HONEST COMMUNICATION
At Frutura Uruguay, everyone should feel comfortable to speak their mind, especially with regard to ethical issues. Managers have a responsibility to create an open and supportive environment where employees feel comfortable asking these types of questions. We all benefit when employees exercise their power to avoid mistakes or irregularities by asking the right questions at the right time.
Frutura Uruguay will investigate all reported cases of questionable or unethical behavior in accordance with the Frutura Uruguay Employee Complaints and Suggestions Procedure. In each case where inappropriate behavior is found to have occurred, the company will take appropriate action. We will not tolerate retaliation against employees who raise genuine ethical concerns in good faith.
Employees are encouraged, in the first instance, to address these issues with their superiors or Human Resources and Compliance management, as most problems can be resolved quickly. If for any reason, that is not possible or if an employee does not feel comfortable raising the issue with management or HR and Compliance, Frutura Uruguay’s Board of Directors operates an open door policy.
ANTI-BRIBERY AND ANTI-CORRUPTION
Frutura Uruguay is committed to conducting its business in compliance with all laws prohibiting bribery and other corrupt practices. Frutura Uruguay’s business operations worldwide must comply not only with local anti-corruption laws but also with laws that apply to Frutura Uruguay’s business activities worldwide, such as the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the U.K. Bribery Act. The FCPA prohibits Frutura Uruguay and any business unit in the supply chain from offering or giving “anything of value” to a government official or his or her family members to influence that person in his or her official duties or to encourage improper or illegal conduct. The prohibitions of the UK Bribery Act also cover bribes offered to private entrepreneurs.
Our rule is clear: “do not bribe anyone, at any time and for any reason”.
This prohibition applies both to activities carried out by employees of Frutura Uruguay, suppliers and third parties on behalf of Frutura Uruguay. The company makes improvements to the anti-corruption program based on reported cases.
As noted above, violations of the Code will be reported to Frutura Uruguay and may result in disciplinary action, including separation/termination.
ANTI-MONEY LAUNDERING
Frutura Uruguay employees are prohibited from participating in or facilitating transactions anywhere in the world involving funds derived from illegal activities and expect the same from our suppliers and their employees. Frutura Uruguay and its suppliers must comply with all applicable anti-money laundering laws, rules and regulations of Uruguay and all other countries where they do business. Therefore, all payments and transactions with customers, vendors, suppliers, agents and affiliates will be reviewed. We will not accept funds or make payments that appear to be derived from illegal activities.
WHISTLEBLOWER POLICY
For your information, Frutura Uruguay’s whistleblower policy is as follows:
A whistleblower, as defined in this policy, is an employee of Frutura Uruguay who reports an activity that the employee in good faith believes to be illegal or dishonest to one or more of the parties specified in this policy. The whistleblower is not responsible for investigating the activity or determining failures or corrective actions; the appropriate management officials are charged with these responsibilities. Examples of illegal or dishonest activities are violations of national, departmental or local laws; billing for services not performed or goods not delivered; and other fraudulent financial reporting.
If an employee has knowledge or concerns about illegal or dishonest fraudulent activity, the employee should contact his or her immediate supervisor or Human Resources and Compliance management. The collaborator must exercise good judgment to avoid unfounded accusations. An employee who intentionally submits a false report of irregularities will be subject to disciplinary action up to and including dismissal.
Whistleblower protection is provided in two important areas: confidentiality and against retaliation. To the extent possible, the confidentiality of the complainant shall be maintained. However, disclosure may be necessary to conduct a thorough investigation, comply with the law and provide defendants with their legal rights of defense. Frutura Uruguay will not retaliate against a whistleblower. This includes, among others, protection against retaliation in the form of adverse employment actions, such as layoffs, reductions in compensation, poor work assignments and threats of physical harm. Any whistleblower who believes he or she is being retaliated against should contact Human Resources and Compliance management immediately. A whistleblower’s right to protection against retaliation does not include immunity for any personal wrongdoing that is alleged and investigated.
All reports of illegal and dishonest activities will be reported immediately, investigated and appropriate corrective action will be implemented accordingly.
Employees who have any questions about this policy should contact Human Resources and Compliance management.
LEADING BY EXAMPLE FROM THE TOP
Management has the added responsibility to demonstrate, through its actions, the importance of this Code. In any business, ethical behavior does not just happen; it is the product of clear and direct communication of behavioral expectations, modeled from the top and demonstrated by example. Ultimately, our actions are what matter.
For our Code to work, management must be responsible for promptly addressing ethical questions or concerns raised by employees and taking appropriate action to address such issues. Managers should not view employees’ ethical concerns as threats or challenges to their authority, but rather as another encouraged form of business communication.
UPHOLDING THE LAW
Frutura Uruguay’s commitment to integrity begins with compliance with the laws, rules and regulations in the places where we do business. In addition, each of us must understand the company policies, laws, rules and regulations that apply to our specific functions; if we are unsure whether a contemplated action is permitted by law or Frutura Uruguay policy, we should seek expert advice. We are responsible for preventing violations of the law and for reporting possible violations.
Contracts with business partners who are not complying with the provisions of this Code of Ethics will be terminated, also in cases of infringement of the law, in case of being involved in corrupt and unethical actions.
CONFIDENTIAL AND PROPRIETARY INFORMATION
An integral part of Frutura Uruguay’s business success is our protection of confidential company information, as well as non-public information entrusted to us by employees, customers and other business partners. Confidential and proprietary information includes financial and pricing data, customer names and addresses, or non-public information about other companies, including current or potential suppliers and vendors. We will not disclose confidential and non-public information without a valid business purpose and proper authorization.
DISCLOSURE OF FINANCIAL CONTRIBUTIONS
In the case of donations or community investments to charities or advocacy groups, all relevant stakeholders shall be informed and publicly disclosed.
AVOID CONFLICTS OF INTEREST
CONFLICTS OF INTEREST
We must avoid any relationship or activity that may impair or even appear to impair our ability to make objective and fair decisions in performing our work.
Bribes in any form, including kickbacks or gifts, are explicitly prohibited in any part of contract payments or “soft dollar” practices. In addition, we prohibit the use of company funds for direct or indirect political contributions, sponsorships or in-kind donations.
Other ways in which conflicts of interest could arise are shown below:
- Being employed (yourself or a close relative) or acting as a consultant to a competitor or potential competitor, supplier or contractor, regardless of the nature of the employment, while employed by Frutura Uruguay.
- Hiring or supervising family members or closely related persons.
- Accepting gifts, discounts, favors or services from a potential client/customer, competitor or supplier, unless they are equally available to all employees of Frutura Uruguay.
It is not always easy to determine whether a conflict of interest exists. Employees who have a question about a conflict of interest should seek advice from their management. Before engaging in any activity, transaction or relationship that may give rise to a conflict of interest, employees should seek review by their management or the Human Resources and Compliance department.
GIFTS, GRATUITIES AND BUSINESS COURTESIES
Frutura Uruguay is committed to compete solely on the merits of its products and services. We must avoid any action that creates the perception that Frutura Uruguay sought, received or provided favorable treatment to external entities in exchange for personal business courtesies. Business courtesies include gifts, gratuities, meals, refreshments, entertainment or other benefits from persons or companies with whom Frutura Uruguay does or may do business. We will not give or accept business courtesies that constitute or could reasonably be perceived as unfair business inducements that would violate the law, regulation or the policies of Frutura Uruguay or customers, or that would cause embarrassment or reflect negatively on Frutura Uruguay’s reputation.
ACCEPT BUSINESS COURTESIES
Most of the business courtesies offered to us in the course of our employment are offered because of our positions at Frutura Uruguay. We should not feel any right to accept and maintain a business courtesy.
Employees who award contracts or who may influence the allocation of business, who create specifications that result in the placement of business or who participate in the negotiation of contracts must take special care to avoid actions that create the appearance of favoritism or that may adversely affect the company’s reputation for impartiality and fair dealing. It is prudent to refuse a courtesy from a supplier when Frutura Uruguay is involved in the selection or reconfirmation of a supplier or in circumstances that would create the impression that offering courtesies is the way to obtain business with Frutura Uruguay.
Gifts: Employees may accept unsolicited gifts, other than cash, that conform to reasonable ethical market practices, including:
- Flowers, fruit baskets and other modest gifts commemorating a special occasion.
- Gifts of nominal value, such as calendars, pens, mugs, caps and t-shirts (or other novelty, advertising or promotional items).
Generally, employees may not accept compensation, fees or money of any amount from entities with which Frutura Uruguay does or may do business. Tangible gifts (including tickets to a sporting or entertainment event) having a market value in excess of $4,000 (UYU) cannot be accepted unless approval is obtained from your management.
Employees who have questions about accepting business courtesies should speak with their management or the Human Resources and Compliance department.
FRATERNIZATION
Your relationship with another employee (including sexual or romantic relationships, family relationships, close friendships, roommates or similar relationships, whether one of you is the other’s supervisor or manager) must not disrupt company operations or violate our policies against discrimination or harassment contained in the Internal Regulations.
For the protection of the employee and the company; and to avoid any potential conflict of interest; the following are examples of prohibited conduct between employees in a direct or indirect reporting relationship: dating or asking to date, making or accepting sexual advances, establishing or attempting to establish a romantic or sexual relationship with any employee working under their direct supervision or indirect supervision or management, and close friendships that result in favoritism are prohibited. If you are involved in or become aware of any conduct the same or similar to the above examples, you must report it immediately to Human Resources and Compliance. In addition, if there is a possibility that the relationship goes beyond an employee/subordinate relationship with anyone under your control, this must be reported immediately to Human Resources and Compliance. Thereafter, if appropriate, the Company will review and discuss options with you to eliminate or otherwise address the potential conflict.
CORPORATE RECORD KEEPING
We create, retain and dispose of our company records as part of the normal course of our business in accordance with all Frutura Uruguay policies and guidelines, as well as all regulatory and legal requirements.
All corporate records must be true, accurate and complete, and company data must be promptly and accurately entered into our books in accordance with Frutura Uruguay’s applicable accounting principles. Records/documents include, but are not limited to, licenses, permits, certifications, policies and procedures, and employee and facility records.
We must not improperly influence, manipulate or mislead any unauthorized audit or interfere with any auditor engaged to perform an independent internal audit of Frutura Uruguay’s books, records, processes or internal controls.
PROMOTING SUBSTANCE OVER FORM
At times, we are all faced with decisions we would rather not have to make and issues we would rather avoid. Sometimes we hope that if we avoid facing a problem, it will simply go away.
At Frutura Uruguay, we must have the courage to tackle tough decisions and make difficult choices, secure in the knowledge that Frutura Uruguay is committed to doing the right thing. Sometimes this will mean doing more than simply what is required by law. Merely because we can follow a course of action does not mean that we should.
Although Frutura Uruguay’s guiding principles cannot address all problems or provide answers to all dilemmas, they can define the spirit in which we intend to do business and should guide us in our daily conduct.
USE OF COMPANY RESOURCES
Company resources, including time, material, equipment and information, are provided for the company’s business use. However, occasional personal use is permitted if it does not affect work performance or cause a disruption in the workplace.
Employees and those representing Frutura Uruguay are expected to behave responsibly and use good judgment to conserve the company’s resources. Managers are responsible for the resources assigned to their departments and are empowered to resolve issues related to their proper use.
Generally, we will not use company equipment, such as computers, photocopiers and fax machines, to conduct outside business or to support any religious, political or other outside day-to-day activity, except for company-requested support of non-profit organizations. We will not solicit contributions or distribute non-work related materials during work time. Working time” is the time employees are expected to work and does not include rest, meal or other authorized breaks.
To protect the interests of Frutura Uruguay and our fellow employees, Frutura Uruguay reserves the right to monitor or review all data and information contained on an employee’s company-provided computer or electronic device, use of the Internet or Frutura Uruguay’s Intranet. We will not tolerate the use of company resources to create, access, store, print, solicit or send any material that is harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate. Questions about the proper use of the company’s resources should be directed to its management.
MEDIA INQUIRIES
Frutura Uruguay is a high-profile company in our community and, from time to time, journalists and other members of the media may approach employees. To ensure that we speak with one voice and provide accurate information about the company, we should direct all media inquiries to members of General Management or first-line management. No one may issue a press release without first consulting with General Management and/or first-line management.
ETHICS AND CORRUPTION MONITORING
GOVERNING BODY
Frutura Uruguay has created an Ethics Committee whose responsibilities encompass oversight responsibilities, including preventing fraud, investigating complaints or violations of the Code of Ethics and conducting an internal audit annually. The committee will accept audit reports for Global GAP (Grasp and FSMA) and that a full audit report and Corrective Action Plans are submitted to the committee. The committee shall provide a report and recommendations of its findings at least once a year. The members of the Ethics Committee shall include, at a minimum:
- General Management
- Operations Management, Administration and Finance, and Human Resources and Compliance.
Frutura Uruguay will investigate all reported cases of questionable or unethical behavior. In each case where inappropriate behavior is found to have occurred, the company will take appropriate action. We will not tolerate retaliation against employees who raise genuine ethical concerns in good faith.
Employees are encouraged, in the first instance, to address these issues with their superiors or Human Resources and Compliance management, as most problems can be resolved quickly. If for some reason that is not possible or if an employee does not feel comfortable raising the issue with management or HR. and Compliance, reports can be made to the company through its confidential hotline.
Possible misconduct will be investigated by the Ethics Committee, under the supervision of the General Management. Each person involved shall cooperate with any internal or external investigation and maintain the confidentiality of the respective investigation. Depending on the situation or complaint received, the need to refer the case to an external entity that can better address and follow up on the situation will be evaluated. Any employee who makes any false or malicious statement regarding an alleged violation of the Code of Ethics may be subject to disciplinary action.
IMPLEMENTATION OF NECESSARY CHANGES
Modifications to the Code of Ethics may be suggested by any member of the Ethics Committee at ordinary meetings and may consider the incorporation of new principles or the modification of any of those already established. The motion shall be discussed by the Ethics Committee and, in order to be approved, it must be submitted to a vote and have the acceptance of at least 2/3 (two thirds) of the members of said body.
CODE OF ETHICS TRAINING
At least annually, all employees and the Human Resources and Compliance team will be instructed on the behavioral expectations based on our Code of Ethics and Business Conduct, as well as how to report, confidentially if they wish, any concerns regarding possible violations of our Code of Ethics. New team members will receive instructions on the Code as part of the induction process.
REPORT CODE CHANGES
Once the modification has been approved, the code must be adjusted within a period of no more than one month and in order for it to enter into force, it must first be communicated internally to Management and the Heads and then to the other levels of the company through the channels deemed appropriate. In addition, the Code of Ethics induction for newly hired personnel should be modified to include the approved changes.
