For Merchant
Corporate Governance Policy
Effective date: 25 MARCH 2025
Due Date: 25 MARCH 2026
Index
1. Introduction and Objectives
2. Scope and Users
3. Terms and Definitions
4. Directives
4.1. EBANX Global Corporate Governance Structure
4.1.1. Board of Directors
4.1.2. Audit Committee
4.1.3. Compensation and Governance Committee
4.1.4. Conduct Committee
4.1.5. Crisis Committee
4.1.6. Risk Committee
4.2. Responsibilities
4.2.1. Governance Area
4.2.1.1. Internal Controls Area
4.2.1.2. Risk Management Area
4.3. Environmental, Social & Governance Program
4.4. Corporate Normative Documents
4.5. EBANX Helpline
5. Normative references
6. Publication and Distributing Policies
1. Introduction and Objectives
This Policy aims to consolidate the principles and practices of corporate governance and present the corporate governance structure of EBANX Holding LLC (“EBANX”) and its subsidiaries, defining guidelines for the dissemination of the culture of governance and compliance, while focusing on the promotion of ethical deliberations, with a robust decision-making process that considers the impact of actions on all stakeholders.
Through this, guidelines will be established for the operation of corporate governance actions involving decision-making, inspection, monitoring and protection of EBANX's interests.
2. Scope and Users
This document applies to all ebankers, all products and all EBANX subsidiaries, in all places where EBANX is located, and that are being carried out professional activities, whether in the country where they are registered or abroad, including:
● Partners and shareholders
● Directors
● Employees for a fixed or indefinite period in any position;
● Interns
● Apprentices
It is also applied to all governance agents involved in EBANX's corporate governance structure.
Subsidiary entities of EBANX, controlled and affiliated, may issue additional rules to this Policy, intended to discipline the subject within their scope of action.
3. Terms and Definitions
Corporate Governance: it is the system formed by principles, rules, structures and processes through which organizations are directed and monitored, aiming to generate sustainable value for the organization, for its partners and for the society in general. This system guides
the actions of the governance agents and of other individuals in an organization in the search for balance between the interests of all parties, positively contributing to the society and to the environment.
Governance Agents: individuals and bodies involved in the governance system: shareholders, advisors, directors, auditors, members of corporate governance bodies, related parties, etc.
Governance Bodies: bodies that form the corporate governance structure of the company, such as the Board of Directors, the Board Committees, the Executive Committees and Subcommittees, etc..
Committee: a group of people detached from a larger group, with deliberative or advisory powers, that is, with the power to make decisions on behalf of the others
Governance Structure: the system by which companies and other organizations are directed, monitored and encouraged, involving relations between shareholders, board of directors, executive board, supervisory and control bodies and other stakeholders.
Stakeholders: all those who have an interest or are affected by EBANX's actions. They can be individuals, companies or organizations that have a direct or indirect risk linked to EBANX. Examples of stakeholders: shareholders, investors, employees, society, customers, suppliers, creditors, governments and regulatory bodies, competitors, press, associations and class entities, non-governmental organizations.
Internal Audit: area responsible for evaluating and monitoring the effectiveness and regularity of the operation of EBANX processes.
Conflict of interests: situations caused by conflicts between personal interests (of an ebanker, partner, supplier, customer, public agent, etc.) and a corporate interest, which may generate some type of loss to EBANX.
4. Directives
EBANX has structured areas and processes for the proper functioning of governance, supervision, internal controls and compliance activities. This structure is based on the following principles: integrity, transparency, fairness, accountability and sustainability.
Through the measures described in this Policy, these principles are converted into corporate governance practices, allowing improvements in management, value generation and the longevity of EBANX.
For EBANX those principles have the following meanings:
● Integrity: practice and promotion of continuous improvement of ethical culture.
● Transparency: making available, to interested parties, information that is of their interest and not just that imposed by provisions of laws or regulations.
● Fairness: fair and equal treatment of all shareholders and other interested parties (stakeholders), taking into account their rights, duties, needs, interests and expectations.
● Accountability: performance of the roles of governance agents with diligence, independence and aiming to generate sustainable value in the long term, taking responsibility for the consequences of their acts and omissions. Accountability, on the part of these agents, for their actions in a clear, concise, understandable and timely manner, with the knowledge that their decisions may not only hold them individually responsible, but also impact the organization, its stakeholders and the environment.
● Sustainability: care for the economic and financial viability of the organization, reducing the negative externalities of its business and operations, and increasing the positive ones, understanding that organizations operate in a relationship of interdependence with the social, economic and environmental ecosystems, strengthening their protagonism and their responsibilities towards society.
By respecting the principles above, Corporate Governance agents and bodies, as well as the Governance, Risk & Internal Controls area, are responsible for:
● Disseminating the culture of corporate governance and the importance of internal controls, compliance and risk management;
● Ensuring compliance with rules and regulations and adherence to internal policies and procedures;
● Aligning the structure of internal controls with EBANX's risks and business;
● Institutionalizing proper governance structures;
● Ensuring the existence of assignment of responsibilities and delegation of authority in order to ensure proper segregation of duties and elimination of conflicting assignments of responsibilities;
● Promoting the transparency of the process of implementing corporate governance and auditing, internal controls, risk management and compliance activities, allowing its periodic review and evaluation in order to guarantee its effectiveness;
● Ensuring that the decisions made at all EBANX levels are executed and aligned with its strategic objectives.
At EBANX, the exercise of corporate governance transcends the relationship between stakeholders, shareholders and employees. In this way, we are attentive and considerate to situations related to social and environmental adversities.
4.1. EBANX Global Corporate Governance Structure
The Global Corporate Governance structure is formed by the following bodies:
● Board of Directors
● Board Committees: Audit Committee; Compensation and Governance Committee;
● Executive Committees: Conduct Committee; Risk Committee and Crisis Committee.
The Global Risk & Compliance area assists in the creation and structuring of Governance Committees and Subcommittees.
The internal bylaws of the governance bodies regulate their composition, powers, rules of operation, responsibilities and what measures must be taken in situations of conflict of interest.
4.1.1 Board of Directors
The Board of Directors' mission is to oversee the decision-making process of the organization regarding its strategic direction. It protects and disseminates the principles, values, corporate purpose and governance framework of the organization, as well as monitors its Executives and discusses the KPIs.
4.1.2 Audit Committee
The Audit Committee oversees the financial and accounting reporting processes; the integrity of the financial statements; the integrity of internal financial controls; audit processes; the qualification, independence and performance of the independent auditors; risk management and strategy; the performance of the Internal Audit team; the Code of Conduct and the EBANX Helpline. This body is focused on assisting the Board of Directors in its supervisory responsibilities in relation to accounting, internal controls, auditing, compliance and risk issues.
4.1.3 Compensation and Governance Committee
The Compensation and Governance Committee reviews and evaluates EBANX's agreements, plans, policies and programs for compensation of directors and employees, as well as provides support in identifying new members for the Board of Directors and for its Committees. In addition, it promotes and discusses Corporate Governance practices.
4.1.4 Conduct Committee
This body is responsible for receiving, analyzing and deciding on reports of violations of EBANX's internal rules, the Code of Conduct and applicable laws.
4.1.5 Crisis Committee
It is the internal body responsible for monitoring information about alerts and crises that may cause significant damage to the company, as well as for developing and defining timely action plans to mitigate possible impacts.
4.1.6 Risk Committee
The functions of this Committee are:
1. Supervise and support risk management, monitor its exposures, as well as request and validate the information and data necessary for risk assessment and the effectiveness of risk response strategies that are outside the defined risk appetite;
2. Evaluate risk criticality variations when there is a change in risk classification outside the organization's risk appetite;
3. Promote debates and discussions in its forums and with the Risk Management and Internal Controls areas, in order to ensure effective risk management and monitoring.
4.2 Responsibilities
4.2.1 Governance Area
EBANX's Governance area is part of the Global Risk & Compliance structure. The area's performance is impartial and does not tolerate the existence of conflicts of interest that could harm EBANX's activity. The purpose of the area is to establish good corporate governance practices, to ensure that those practices are carried out in compliance with external and internal regulations and to provide support to EBANX's governance bodies and agents, ensuring fluidity and clarity of communication between these structures.
The main responsibilities of the Governance area are:
● Structuring, organizing and managing EBANX's corporate governance structure, under the supervision of the Board of Directors and its Committees;
● Providing assistance to governance bodies regarding the management of meetings, preparation of internal regulations, storage of minutes and other documents;
● Being the link between the Corporate Governance bodies and the governance agents;
● Fostering continuous improvements in corporate governance practices;
● Implementing corporate governance tools;
● Ensuring the implementation and maintenance of processes that promote and sustain the Corporate
Governance structure;
● Ensuring that the decision-making process of governance agents is agile, effective and compliant.
● Managing, writing and reviewing documents related to EBANX Corporate Governance;
● Managing EBANX's Environmental, Social & Governance (ESG) Program;
● Managing the governance of EBANX regulatory documents
4.2.1.1 Internal Controls Area
The main activities in the area are:
● Assisting and supporting the business areas in the development of the Risk and
Control Assessment (RCA) of their processes, providing support in the identification, analysis and assessment of risks and implementation/improvement of internal controls and documentation of internal controls;
● Monitoring, reviewing and evaluating, in accordance with the implementation deadlines, the action plans prepared by the business areas in relation to compliance with the internal control and risk mitigation objectives;
● Maintaining evidence of approvals and any other procedures necessary to carry out the Risk and Control Assessment;
● Presenting the results of the risk mapping and assessment of internal controls to senior management and the Audit Committee;
● Supporting other areas of the second line, with basic information for in-depth risk analysis within its scope of action;
● Providing training and awareness to all ebankers on Internal Controls.
4.2.1.2 Risk Management Area
The team responsible for Risk Management seeks to define the risk management methodology based on an integrated approach that encourages an environment of continuous risk management, at all levels of the organization. The area's responsibilities are to ensure the correct risk identification and assessment, as well as the reporting and maintenance of acceptable risk levels within EBANX's appetite, aiming to preserve value.
It's also important activity is to disseminate knowledge and act as a facilitator for the business areas on matters related to the specialized management of each of the Risks.
4.2.2 Internal Audit Area
The internal audit is an independent, impartial area that checks the quality and efficiency of EBANX's processes and systems on an ongoing and autonomous basis. Therefore, the performance of this area in the corporate governance structure is essential for
identifying deviations and recommending the necessary measures to remedy inconsistencies and promote improvements so that the interests of EBANX and its stakeholders are put into effect. Internal audit reports to the Audit Committee. Both the Board of Directors and the Audit Committee must actively participate in planning the scope of work of the internal audit.
4.3 Environmental, Social & Governance Program
EBANX conducts its business taking into account its ESG (Environmental, Social & Governance) strategy. The ESG program was created to deal with the environmental, social and governance dimensions that permeate the business, in a way that adds value to EBANX's purpose and our Big Dream.
The Governance area, by studying the organization's culture, current actions, the nature of the company, market influence and consulting various internal and external stakeholders, maps the material topics for EBANX in terms of sustainability. Based on the
guidance provided by this study, the ESG program aims to implement solutions to minimize risks and maximize its positive impact on society.
This Program is also mirrored in the Sustainable Development Goals (SDGs), part of the 2030 Agenda launched by the United Nations (UN) in 2015. We guide our activities and products to promote responsible economic and social development, and duly integrated
with the management of Social and Environmental Risks of EBANX's activities and products.
The sustainability of our ESG Program is guaranteed through normative documents on the subject, such as the Social and Environmental Responsibility Policy and the Sustainability Report, as well as through communications on the subject to ebankers, which involve the dissemination of projects and metrics related to our strategy.
4.4. Corporate Normative Documents
The structuring of a Governance of Normative Documents contributes to the mitigation of risks and to the continuity of the business. Furthermore, this activity is directly linked to our values of commitment and knowledge, which aim to foster technical and scientific knowledge, as well as ensuring that we will fulfill our responsibilities.
These documents must maintain a structure in order to allow guidelines to follow a hierarchical flow, starting with the Code of Conduct - a document that transforms EBANX's Values into guidelines, declaring what is expected of all EBANX stakeholders - , passing through the policies - which determine how EBANX must conduct its activities and processes in accordance with laws, regulations and conduct-, by rules and procedures.
With regard to the approval flow, it is recommended that creation, review and approval preferably take place in a segregated manner. This means that the ebanker who created the document cannot review this document, and someone else must approve it. According to the Standard for Normative Document Management (ID 336), there is a specific organization determining who can prepare, review and approve the documents for each type of document (see table 2 of ID 336).
4.5 EBANX Helpline
The EBANX Helpline is the means through which ebankers or third parties can report, identified or anonymously, any deviations from the guidelines of this Policy. Information is received by the Compliance team, which treats, investigates and seeks to gather
evidence of what was reported. In certain situations, depending on the risk assessment of the report carried out, the case is forwarded to the Conduct Committee to assess and indicate the necessary measures to be taken.
The means by which reports can be made are:
● Website: www.ebanxhelpline.com
● Telephone: 0800 512 5577
EBANX guarantees the confidentiality and security of the Channel without the people who use it suffering any type of retaliation. This is also the channel for suggesting improvements to the Compliance Program and questions about this Program and its documents.
5. Normative references
● ID 70- Code of Conduct
● ID 73 - Anti - Money Laundering and Counter Financing Of Terrorism Policy
● ID 331 - Socio-environmental Responsibility Policy
● ID 328 - Policy Anti-Bribery and Corruption
● ID 336 - Normative Document Management Standard
● Code of Best Corporate Governance Practices / Brazilian Institute of Corporate Governance - 6th ed. - IBGC - São Paulo, SP: IBGC, 2023.
6. Publication and Distributing Policies
Any new policy or modification of an existing document must be made available to all interested parties.
Policies are available for consultation, by ebankers, at OneTrust, in the “Policies” section. Public documents can be found on the EBANX websites.