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As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/01/05 American Beverage Co Ambev 20-F 12/31/04 16:7.5M Cravath Swaine & … 01/FA |
Document/Exhibit Description Pages Size 1: 20-F Annual Report of a Foreign Private Issuer -- HTML 3.67M form20-f 2: EX-1.1 By-Laws HTML 77K 3: EX-4.15 Termination of the Letter Agreement, Dated June HTML 30K 22, 2004 4: EX-4.16 Letter From Inbev to Ambev and Labatt HTML 37K 5: EX-4.17 Confirmation of Intellectual Property and Hedging HTML 32K Arrangements 6: EX-4.18 Executed Letter Agreement Dated July 22, 2004 HTML 17K 7: EX-4.19 Labatt Services Agreement, Dated August 27, 2004 HTML 68K 8: EX-4.20 Interbrew Services Agreement, Dated August 27, HTML 86K 2004 9: EX-4.21 Transfer Agreement, Dated August 2004 HTML 45K 10: EX-4.22 License Agreement, Dated March 21, 2005 HTML 201K 11: EX-8.1 List of Material Subsidiaries of Companhia De HTML 20K Bebidas Das Americas - Ambev 12: EX-11.2 Amendment to Code of Business Conduct HTML 86K 13: EX-12.1 Principal Executive Officers' Certification (302) HTML 23K 14: EX-12.2 Principal Financial Officer Certification (302) HTML 18K 15: EX-13.1 Principal Executive Officers' Certification (906) HTML 19K 16: EX-13.2 Principal Financial Officer Certification (906) HTML 14K
Amendment to Code of Business Conduct |
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All and every form of racial, sexual or religious discrimination,
or those
related to disabilities.
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Hiring 1st
degree relatives, such as: father, mother, sons, daughters, brothers,
sisters, spouses.
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To have working at the Company a couple that maintains a steady
relationship or people whose 1st
degree relatives work with our
competitors.
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This is for you, our leader!
You must be an example of ethical behavior
for all of
AmBev’s People! Acknowledge each person’s merits and propitiate
professional development equality according to the value and contribution
of each employee. We do not admit decisions which affect employees’
professional careers that are based solely on personal relationships.
Make
sure your team receives continuous and adequate training, and updated
information regarding AmBev’s
policies.
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Respect
the needs, integrity, expectations and privacy of our clients, consumers,
shareholders, colleagues, third parties, suppliers, financial
institutions, and local, national and international communities,
not to
mention governments.
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Take
care of what is yours. Keep the documents that relate to your activities
well. Do not leave confidential material on your desk, fax machines
or
copiers. When you finish work, keep papers in drawers or files. When
they
are no longer necessary, destroy
them.
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Keep
strict secrecy about any type of information, fact or operation that
involves AmBev’s strategic nature. Keep the confidentiality of non-public
information.
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Do
not take advantage of information in order to obtain personal benefits.
In
case you have access to confidential information, respect the rules
of
AmBev’s Manual of Disclosure and Use of Information and Policy on Trading
with Securities Issued by AmBev. (http://portal - Useful
Links).
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Zeal
over our image, avoiding improper public behavior when using a piece
of
clothing or a vehicle bearing the company’s trademark, or one of our
brands.
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Take
internal material out of AmBev, including information related to
the
company’s operations, even when you have participated in their
development.
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Make
copies in printed form, magnetic or any other media, of documents
that may
contain AmBev’s confidential information, including information about its
clients, suppliers, or any subject that has been destined to serve
the
activities that are performed within your
area.
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Give
lectures, seminars or write academic works about AmBev or about matters
that include your performance area within the
Company.
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Senior
managers who wish to be candidate for municipal, state or federal
elections are requested to notify AmBev’s Board of Directors of their
intentions.
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Internet, AmBev’s Portal and
e-mail.
Our Internet systems, AmBev’s Portal (Intranet) and
e-mail belong exclusively to the company. The systems cannot, at
any given
time, be used to end or receive discriminatory or harassing messages,
to
forward messages, to handle obscene or distasteful material, to deal
with
commercial requests, nor may it in any other form infringe this Code
of
Business Conduct. All messages that are sent or received through
these
means belong to AmBev, having thus the legal right to use and disclose
them in case of litigation or legal
investigations.
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Do
not accept gifts, favors, loans, special services, payments or special
treatment of any kind from people or organizations that do or try
to do
business with the Company. The following are exceptions: corporate
gifts
that are compatible with good business practices;; and when they
have a
symbolic value of up to US$10 (ten American
dollars).
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In
case you receive a gifts, send the standard gratefulness letter that
is
available in the Code of Business Conduct at AmBev’s Portal (Useful
Links), and forward the gift to your manager. It must be preferably
returned or, if this is impossible, given to a charity institution
as
defined by the People & Management area at your Unit. For the cases
related to AC [Main Administration], send them to the Internal Corporative
Communication area, which will follow the same
procedure.
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Expenses
with clients, suppliers, resellers, and shareholders, such as: meals,
transportation, lodging or entertainment can only be accepted in
case of
events related to the Company, for which the costs have already been
foreseen or approved.
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Having
individual or familiar (1st
degree relatives: parents, brothers, sisters, spouses and sons or
daughters) participation in the business of any of the company’s suppliers
or clients,
unless an exception is authorized after full written disclosure of
the
facts to the AmBev Board of Directors.
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Having
a substantial, individual or familiar participation in an organization
that negotiates or is willing to negotiate with the company, except
with
regard to shares in publicly traded companies, which may be held
by
employees for personal investment purposes.Employees
cannot seek to profit from confidential information or business
opportunities that are available to them as a result of their position
within the AmBev group. Neither should they use this information
in a
manner which can be detrimental to the AmBev
group.
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In case you have potential conflicts of interest, declare your impediment in the commitment agreement attached to this code and send an e-mail to ouvidor@ambev.com.br. |
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Consumers
are the company’s reason for existing. We must service them courteously,
efficiently and sincerely.
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Expect
from suppliers and resellers continuous quality improvement in their
services and relations with AmBev.
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Be
an example! Stimulate your suppliers and resellers to adopt managing
practices that respect human dignity, ethics, and the preservation
of the
environment.
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All
requests from suppliers or resellers to use AmBev’s name or brands in
internal or external communication channels must be forwarded to
Institutional Marketing (AC). E-mail:
mktinstitucional@ambev.com.br.
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Be
ethical. Do not comment with third parties, directly or indirectly,
things
that are related to competitors’ products or services which are not based
on real and proven facts, or which aim to tarnish competitors’ image
publicly.
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Reject
all actions that may be interpreted as anticompetitive, monopolistic
or
contrary to international, national or local laws that regulate the
competitive practices of the
market.
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Contact
the Investor Relations area (ir@ambev.com.br) whenever there is a
request
for communication with shareholders or investors. This area is prepared
to
communicate in a precise, transparent and opportune manner, allowing
shareholders and investors to follow up the company’s activities and
performance.
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Be
aware: protect and ensure the secrecy of information that has not
been
disclosed to the public yet, and which may interfere with the quotations
of our shares or have an influence on market movements and investment
decisions.
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Respect
the rules of AmBev’s Manual of Disclosure and Use of Information and
Policy on Trading of Securities Issued by AmBev, designed to coordinate
the conduct of officers and collaborators of the company. (http://portal
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Useful Links).
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Do
not allow any type of contribution, donation, favors or sending of
gifts
to public entities or government servants which aim at influencing
decision making.
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Never
give information and/or interviews without prior authorization of
the
External Communication area (e-mail: ~Comunicação
Externa(AC)/accomext@ambev.com.br). Besides being forbidden by the
Public
Relations Policy of the Company, inadequate communication may result
in
serious damage to AmBev’s name and
image.
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Every
time you are contacted by the press, forward the call to External
Communication, which will handle the requests according to the Public
Relations Policy of the Company.
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Inform
your team about the procedures to deal with the press. Remind them
that
nobody in the company is authorized to give information and/or interviews
without prior authorization of the External Communication
area.
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Direct
your suppliers not to disclose any project made or being made with
the
Company. No service provider is authorized to talk about AmBev’s projects
without prior authorization of the External Communication area and
the
contracting area.
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Limit
Company matters to the working environment. Do not talk about the
company’s projects in airplanes, restaurants or bars. You never know who
is standing beside you.
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Whenever
an inadequate disclosure of news or information that affects AmBev’s image
is identified, inform the External Communication area
immediately.
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For
the relations with mass communication media, and in case of interviews
related to your personal life, do not expose the Company’s name so as not
to associate AmBev’s image to your own
opinion.
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We
are a democratic company. Our employees have all the right to participate
in the political activities and parties of their choice. But in order
to
do that, they cannot use their working hours, the company’s resources and
assets, or our trademark.
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AmBev’s
People must respect differences! Politics- and political party-related
opinions must not be used to influence the career development of
any
employee.
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Any
direct or indirect contribution by the Company to any political party,
committee or candidate for public office is strictly forbidden, unless
the
formal approval of AmBev’s Board of Directors has been obtained in
advance.
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()
We support actions that are directed to citizenship formation by
means of
sustainable development in the segments where the company acts, defending
human rights, social justice principles, and the
environment.
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We
develop, promote and support environment awareness and education
programs
together with clients, suppliers, employees and the
community.
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We
are an example within our own Company. In productive activities,
we
promote the rational use of natural resources, the preservation of
the
environment, recycling, and the reduction of waste. We also keep
our team
aware, trained and qualified so as to promote the continuous improvement
of our environmental performance.
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We
do not tolerate child labor or any other form of compulsory labor
in our
business or our suppliers.
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Society, community and
environment
AmBev always tries to awaken the interest of
pro-active
involvement of its People in our activities and actions that are
directed
to the social welfare of the communities that are close to our
units, the
protection of the environment, and the safety of our own
premises.
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Our
books, records and controls must reflect all the components of the
transactions. Present the facts honestly and frankly: no transaction
shall
be entered into with the intention of it being documented or recorded
in a
deceptive manner, and no false or artificial documentation or book
entry
shall be made for any transaction.
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The
involved employees are responsible for the quality of the disclosed
information, who must also zeal for the improvement and veracity
of all
transactions.
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Any
employee having knowledge of, or information concerning, any unrecorded
fund or asset, any misappropriation of Company assets or any act
prohibited hereby shall report such matter promptly to his supervisor,
the
General Counsel or the Committee
for Business Conduct.
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Fully
cooperate with our external and internal auditors. Information cannot
be
falsified or hidden under any
circumstance.
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Do
not use any process or artifice in your personal operations that
is
destined to manipulate the quotations of assets or securities, whether
directly or indirectly, misleading third parties and aiming to obtain
financial advantage for yourself or someone
else.
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When
detecting any type of violation to AmBev’s policy in the financial data
and business operations, report it immediately to the Committee for
Business Conduct.
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As
a publicly-held company, AmBev must timely send all compulsory or
requested documents to the Brazilian Securities and Exchange Commission
(CMV) or the Securities and Exchange Commission
(SEC).
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Remember
that imprecise or dishonest presentation of reports, inside and outside
AmBev, is absolutely forbidden, and may result in civil and criminal
damage to all employees and the company. This includes the presentation
of
information that has been intentionally organized in a dubious
manner.
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Do
not present forged financial data in order to fulfill individual
performance or operational unit
goals.
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The
following are confidential and proprietary information of AmBev:
its
financial information, programs, documents that refer to financial
models
and products, software, hardware and applications developed or being
used
by AmBev, even when the employee took part in its
development.
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Keep
the secrecy. Restricted information cannot be transmitted to third
parties, or to employees in other areas in AmBev, regardless of their
hierarchical level.
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Keep
all the documents of the area filed during the period as determined
by
law, according to the Document, Report and Back-Up Safekeeping Standard
of
the Financial Area.
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Transmit
to third parties via Internet confidential information that is related
to
the activities of the Financial
Area.
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Allow
access to other information or operational systems, and databanks
that are
under your responsibility.
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Responsibilities of our
leaders
The leaders of the Financial Area are responsible
for
keeping work teams with a variety of financial and operational skills,
such as: accounting and internal controls, financial planning, financial
analysis, treasury and taxes. The leaders must not exert pressure
on the
accounting team with regard to accounting estimates, aiming to have
influence on the financial results in an improper
manner.
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