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Compliance and Anti-Corruption Policy
Our commitment, in one sentence
AXIA Resources adopts zero tolerance for bribery and corruption, in any form, amount or circumstance, whether committed by an employee, officer, business partner or third party acting on its behalf — with no exception for operational urgency, market practice or expected results.
- Scope
- Principles of conduct
- Prohibited conduct
- Gifts, hospitality, donations and sponsorships
- Relationship with public officials
- Third-party due diligence
- Conflict of interest
- Financial and non-financial controls
- Reporting channel and non-retaliation
- Consequences of non-compliance
- Compliance function
- Legal and regulatory basis
1. Scope
This policy applies to all officers, employees, interns and service providers of Axia Mineração S.A., in all units — Brasília-DF, Goiânia-GO and Bom Jardim de Goiás-GO — and at field fronts.
It also applies, to the extent of the contractual relationship, to business partners: suppliers, drilling contractors, laboratories, consultancies, universities and support foundations, representatives and any third parties acting on behalf of AXIA or for its benefit. Adherence is required by contract for partners classified with an integrity risk higher than low.
2. Principles of conduct
Integrity above results
No target, deadline or business opportunity justifies non-compliance with the law or with this policy. A result obtained irregularly is not a result: it is a liability.
Transparency
Decisions, engagements and payments are traceable, with a record of who decided, on what grounds and under which approval authority.
Equal treatment
Suppliers and partners are selected based on technical and objective criteria, documented before the decision.
Accountability
Each control has a named owner and retrievable evidence. Whoever is responsible for a control is also responsible for demonstrating that it operated.
3. Prohibited conduct
The following is expressly prohibited for any person subject to this policy:
| Prohibited conduct | Scope of the prohibition |
|---|---|
| Offering, promising, giving, authorizing, soliciting or accepting an undue advantage | Directly or through an intermediary, to a public official or a private party, in Brazil or abroad, with the aim of obtaining or retaining business or an advantage. |
| Facilitation payments | Prohibited without exception, even if of negligible value and even if customary locally, to expedite an official act to which one is already entitled. |
| Financing, funding or sponsoring an unlawful act | Including through an interposed third party, a disguised donation or a contract without a genuine underlying purpose. |
| Defrauding a bidding process or contract | Frustrating, preventing or manipulating the competitive nature of a public or private bidding procedure. |
| Inaccurate accounting records | False, incomplete or out-of-period entries, use of fictitious accounts or documents, or payment without supporting documentation. |
| Hindering investigation or inspection | Concealing, destroying or altering documents, or obstructing the activity of a public body, entity or official. |
| Retaliating against those who report in good faith | Any reprisal — professional, financial or moral — against a whistleblower, witness or anyone cooperating with an investigation. |
On external pressure
If you are pressured to engage in any of these conducts, refuse and immediately notify the compliance function. A refusal grounded in this policy will never be cause for professional detriment — whereas failing to act in the face of such pressure is a disciplinary offense.
4. Gifts, hospitality, donations and sponsorships
Courtesies may be legitimate, but they become a risk when they create an obligation, influence a decision or appear to do so. The practical rule:
| Situation | Rule | Mandatory record |
|---|---|---|
| Institutional gift of symbolic value | Permitted, if not in cash and if it does not create an expectation of something in return | Not required below the institutional limit |
| Gift above the institutional limit | Must be refused; when refusal is not feasible without embarrassment, handled in accordance with the internal rule | Mandatory, with approval according to approval authority |
| Hospitality — travel, accommodation, meals, events | Permitted if it has a strictly professional purpose and is reasonable and proportionate | Mandatory, with justification of the purpose |
| Any courtesy involving a public official | Requires prior assessment by the compliance function | Mandatory, before accepting or offering |
| Donations and sponsorships | Only to identified entities, with a legitimate purpose and prior due diligence | Mandatory, with approval by the Board of Directors |
| Political party contributions | Prohibited on behalf of the company, in any amount | — |
| Cash or cash equivalents — vouchers, cards, crypto | Prohibited in any amount and circumstance | — |
The limit amounts, approval authorities and frequency of review of the register are defined in an internal procedure and approved by the Board of Directors.
5. Relationship with public officials
Mineral research activity involves legitimate and frequent interaction with environmental agencies, regulatory agencies, public universities and support foundations. This interaction is necessary and welcome — and precisely for this reason it must be documented.
- Every relevant interaction is recorded with the date, participants, subject matter and follow-up actions.
- The participation of two people from AXIA is recommended in meetings with public officials.
- Requests for advantages, even if veiled, are reported immediately to the compliance function.
- The hiring of a former public official is subject to prior assessment of conflict of interest and of any applicable cooling-off period.
- Agreements with public institutions follow a formal instrument, with clauses on integrity, data protection and definition of ownership of results.
6. Third-party due diligence
A company’s liability for acts of a third party acting on its behalf is strict under Law No. 12,846/2013 (Brazilian Anti-Corruption Law). For this reason, we assess partners before engaging them, with a depth proportionate to the risk:
| Risk level | When it applies | Depth of due diligence |
|---|---|---|
| Low | One-off supply, no interface with public officials, low value | Registration check and sanctions screening |
| Medium | Recurring service or service relevant to operations | Integrity questionnaire, ownership structure and anti-bribery contractual clause |
| High | Interface with public officials, representation of AXIA, agreement or high value | In-depth due diligence, formal anti-bribery commitment and monitoring throughout the term |
A partner classified with a risk higher than low is not engaged before the due diligence is completed. The result is recorded and periodically reassessed.
7. Conflict of interest
A conflict of interest is not, in itself, an offense — failing to declare it is. A conflict exists whenever a personal, family, financial or emotional interest may influence, or appear to influence, a decision made on behalf of AXIA.
- The declaration is made periodically and also at the moment the situation arises.
- Once the conflict is declared, the person recuses themselves from the decision on that specific case.
- A family or corporate relationship with a supplier, customer or public official must be disclosed before any participation in the decision-making process.
8. Financial and non-financial controls
Financial controls
- Segregation between who requests, who approves and who pays
- Approval authorities configured in the financial system
- Supporting documentation required for every payment
- Monthly reconciliation and sample-based review of payments
- Specific rules for advances and field expense reporting
Non-financial controls
- Objective and documented supplier selection criteria
- Integrity clauses in contracts and agreements
- Prior qualification of critical providers
- Certification of the service by the requesting area, with evidence of receipt
- Record of interactions with public officials
9. Reporting channel and non-retaliation
Ombudsman and Integrity Channel
ouvidoria@axiaresources.com.br
Open to employees, third parties, customers, communities and the general public. The report may be anonymous.
- Confidentiality. The identity of the whistleblower is protected and disclosed only when required by law.
- Anonymity. The channel accepts reports without identification; the absence of identification does not prevent the investigation.
- Non-retaliation. Retaliating against those who report in good faith is a serious offense, subject to its own disciplinary measure — including termination.
- Impartial investigation. The investigation is conducted by a person with no involvement in the case. When the report involves the Board of Directors or the holder of the compliance function, the investigation mandatorily falls to the independent external alternate.
- Feedback. An identified whistleblower receives feedback on the outcome within 30 days, with the confidentiality of third parties preserved.
10. Consequences of non-compliance
The investigation ensures the right to respond, and the measure is proportionate to the severity, recurrence and impact. Application is consistent, regardless of hierarchical level.
| Severity | Characterization | Applicable measure |
|---|---|---|
| Minor | Isolated non-compliance, without damage, due to lack of knowledge | Recorded formal guidance and reinforcement training |
| Moderate | Repeated non-compliance or non-compliance with potential for damage | Recorded warning and corrective plan with a deadline |
| Serious | Actual damage, concealment or relevant risk | Appropriate disciplinary measure, formal investigation and notification to the control areas |
| Very serious | Unlawful act, bribery, retaliation against a whistleblower or fraud | Termination of the relationship and notification to the authorities when required |
For business partners, non-compliance authorizes termination of the contract and removal from the supplier register, without prejudice to the applicable legal measures.
11. Compliance function
Compliance Officer — holder
Ms. Nayaara Rodrigues de Brito
Board of Directors of AXIA Resources
She also holds responsibility for the anti-bribery compliance function, with the authority to request evidence from any area and to recommend the suspension of non-compliant practices.
Alternate — external and independent
Mr. Sanclé Albuquerque
Independent External Specialist
Mandatorily takes over when the report, investigation or risk involves the Board of Directors or the holder herself, preserving the impartiality required by the standards.
The function has direct access to the Board of Directors, without hierarchical intermediation, and periodically reports on the performance of the program. The Board of Directors ensures the resources, dedicated time and training necessary for the exercise of the function.
12. Legal and regulatory basis
- Law No. 12,846/2013 — Brazilian Anti-Corruption Law: administrative and civil liability of legal entities for acts against the public administration.
- Decree No. 11,129/2022 — regulates the Brazilian Anti-Corruption Law and defines the parameters for evaluating the integrity program.
- Law No. 8,429/1992 — administrative improbity.
- Law No. 14,133/2021 — public procurement and administrative contracts.
- ABNT NBR ISO 37001 — anti-bribery management systems.
- ABNT NBR ISO 37301:2021 — compliance management systems.
| Current version | 1.0 |
| Revision date | September 23, 2026 |
| Approval | Board of Directors of Axia Mineração S.A. |
| Next revision | Annually or upon a relevant change in risk, structure or legislation |
| Corresponding internal documents | POL-005 — Code of Conduct and Compliance Policy · POL-006 — Anti-Bribery Policy |