Governance

A strong and transparent Compliance program is essential to ensuring the sustainable growth of our business. Since 2016, BTG Pactual has been restructuring its Compliance framework with such leaders as Nelson Jobim, head of Institutional Relations and Compliance Policy, and Mariana Cardoso, Chief Compliance Officer (CCO).

The Board of Directors also established a Compliance Committee that reports directly to the Board to ensure we have an up-to-date and innovative Compliance structure.

The new Committee assists the Board in overseeing BTG Pactual’s exposure to and management of reputational risk, and includes at least two Board members, the General Council, the Global Chief Compliance Officer, and the CEO.

The Global Compliance team is divided into four sub-areas:

• Policies & Standards / Regulatory Processes
• Anti-Money Laundering (AML)
• Surveillance & Control Room
• Engineering

We also have local Compliance teams in: USA, United Kingdom, Mexico, Colombia, and Chile.

As part of the restructuring, we are developing a new Compliance program called BTG Pactual Integrity Program. We have always been committed to conducting our business ethically and combating fraud, corruption, and money laundering. This commitment has always guided our daily activities.

In this sense, a robust Compliance program like the Integrity Program — in line with the world’s best practices — will allow BTG Pactual Financial Group to establish mechanisms to prevent, detect, and correct any activity that does not comply with the Company’s Business Principles and Ethics Code (“B&E Code”).

We offer a secure and direct channel for reporting misconduct or suspected violations of applicable laws, rules, or regulations related to BTG Pactual, including reports of corruption and other violations under Law N. 12.846/2013 (Anti-Corruption Law).

Our reporting channel is an important detection tool, providing a valuable contribution to the application and compliance with laws, rules and regulations.

All reports are treated with confidentiality, and we ensure anonymity and protection from retaliation for those who report in good faith. Anonymous reports can also be submitted via the Electronic Form.

Access our Whistleblower Channel here.

Email: ol-canaldedenuncia@btgpactual.com

BTG Pactual has an internal process for monitoring, classifying, and resolving any Compliance issue or policy violation by any employee. In such cases, the employee will receive an educational or warning letter, depending on the risk classification of the violation.

We identify, avoid, or manage conflicts of interest always with maximum transparency. In general, our clients take priority over BTG Pactual, and BTG Pactual takes priority over its employees.

Our data history is one of the Bank’s most important assets and must be secured and protected against unauthorized access or loss. Ensuring the quality of our recordkeeping improves the security and quality of business processes and reduces risk of harm.

This applies to all forms of recorded information, regardless of the specific medium through which they are received, created, or used in our business.

Record management principles apply throughout the entire lifecycle, whether or not the records are archived.

All business records created or received by employees are the property of BTG Pactual, and it must be possible to identify the originator, source, and timing of a transaction or communication.

Records must:

• Be available for the legally required retention period, meaning they must be searchable, accessible, viewable, understandable, and interpretable in their business context.
• Maintain integrity. Their content and context must remain intact.
• Be protected against unauthorized access, use, modification, or destruction.
• Be reliable and accurately reflect business processes in a complete and correct manner.

Confidential and/or proprietary records of BTG Pactual (i.e., all data received and/or produced by BTG Pactual) may not be removed from the Bank’s logical or physical environment without formal approval from the Data Owner and the Compliance department, thus ensuring adherence to our internal policies and applicable laws and regulations.

Money laundering is a crime and can be defined as the act of making proceeds from criminal activities appear to come from legitimate businesses and activities.

Facilitating money laundering activities and/or failing or deliberately neglecting to detect/report suspicious activities to the appropriate authorities is considered a crime in most jurisdictions.

Employees must not knowingly initiate or participate in any money laundering scheme. Any employee will be considered part of such a scheme if it is clear that they knew or should have known about the activity.

Suspicious money laundering activities must be reported internally to the Compliance Anti-Money Laundering (“AML”) Officer.

Employees must always follow the “Know Your Customer” (KYC) principle. If you are an employee, you must follow the account opening procedures within your business area that require information to ensure the Bank keeps records of its business relationships. The customer must be properly identified before entering into a financial relationship. Employees must understand the economic background and purpose of any transaction whose structure and/or value seem unusual in relation to the client, bank, or relevant subsidiary.

Finally, employees and third parties are prohibited from offering, giving, or receiving any bribes, explicit incentives, preferential treatment, or other similar consideration to or from public or private agents and entities in exchange for performing or promising to perform illegal or improper acts to attract business or for any other purpose.

Source: FCPA, Bribery Act, Brazilian Federal Law n. 12.846, of August 1, 2013, and related regulations.

At BTG Pactual, gifts, donations, and event invitations received or offered are monitored and approved by the Compliance department, always in line with internal rules:

• Gifts related to the offering or receiving of goods or services (excluding cash, which is strictly prohibited) for direct or indirect counterparties.
• Gifts related to the scope of work are subject to a maximum value of USD 100 / per recipient / per year.
• Gifts exceeding the established maximum value must be pre-approved by the Compliance Department and the manager of the respective area.

All gifts offered or received (even those below the Maximum Stipulated Value) must be reported to the Compliance Department, except:

• Standard institutional gifts offered by BTG Pactual’s Marketing Department.
• Gifts valued under USD $15 or the equivalent, as these are considered insignificant and therefore do not need to be tracked by the Compliance Department.
• Entertainment – limits per person, per location, and per event will be set locally based on market best practices.
• Invitations to business events are reviewed on a case-by-case basis and must be approved by the Chief Compliance Officer.
• Institutional donations must be authorized by Senior Management and AML Compliance.

Specific laws may apply when Public Officials are beneficiaries/involved; in such cases, the legal and regulatory guidelines governing the respective Public Official must be strictly followed.

Our approach to sustainability is based on BTG Pactual’s understanding of its responsibility as a financial services provider toward partners, employees, society, and the environment. Our Social, Environmental, and Corporate Governance Policy (“ESG”) is aligned with our Business Principles and reflects our long-term ambition as well as our unconditional commitment to responsible and sustainable development.

Our operations are consistently guided by the long-term implications and outcomes of our actions, prioritizing these benefits over short-term gains and always pursuing ESG risks and opportunities. We believe sound business practices and corporate responsibility are key drivers that must be applied daily to generate shareholder value through sustainable growth, attractive recurring revenue streams, and enduring businesses.