3.1 Good Judgment and High Ethical Standards.

Colleagues must conduct all business affairs with honesty, fairness and integrity. These qualities are evidenced by truthfulness and the absence of deception or fraud. Any failure by a colleague to conduct oneself with integrity and honesty is a violation of the Code and, in circumstances where the colleague gains a personal benefit from the violation, may constitute actionable fraud.

Em todos os momentos, você deve ter cuidado nas conversas, nas comunicações escritas e na preparação de documentos para a Empresa. Em qualquer investigação ou litígio envolvendo a Empresa, a parte contrária terá o direito de examinar os registros da Empresa (cópia eletrônica e impressa) e cada palavra que os colegas escrevem ou falam poderá ser inspecionada. Portanto, é importante que o bom senso e sua capacidade de julgamento sejam usados em comunicações escritas, na redação de documentos (incluindo e-mail) e em conversas. Todas as comunicações devem se ater aos fatos. Conjectura, exagero e linguagem excessivamente viva devem ser evitados. Um bom guia é não dizer ou colocar no papel nada que você não esteja disposto a repetir diante de, ou explicar a um juiz ou júri.

3.2 Conflitos de interesse e aceitação de presentes.

3.2.1. Avoid Conflict of Interests.

Colleagues should avoid situations which involve or may involve a conflict between your personal interests and the interests of the Company. Exceptions to this policy may only be made after full disclosure to, and review and approval of specific or general categories by (i) the Compliance Committee (in the case of employees) or (ii) the Board or a committee thereof (in the case of executive officers or directors). A conflict of interest occurs if your activities or personal interests may influence or appear to influence the objective decision required by performance of your responsibilities for the Company. As in all other facets of their duties, colleagues dealing with user organizations, suppliers, contractors, competitors or any person doing or seeking to do business with the Company are to act in the best interests of the Company to the exclusion of considerations of personal preference or advantage. You are required to make prompt and full disclosure in writing to your manager of a prospective situation which may involve a conflict of interest. Such situations include, for example:

• Propriedade por um colega ou quando o colega saiba, por um membro da família do colega, de um interesse financeiro significativo em qualquer empresa externa que faça ou procure fazer negócios com ou seja concorrente da Empresa (a propriedade de menos de 1% de uma empresa de capital aberto não será considerada "significativa" para este fim).
• Servir como diretor, executivo, sócio, consultor, ou em uma posição gerencial com, ou empregar-se em qualquer função por qualquer empresa externa que faz ou está procurando fazer negócios com ou é concorrente da Empresa.
• Atuar como corretor, localizador, intermediário ou outros, em benefício de terceiros em transações que envolvam ou potencialmente envolvam a Empresa ou seus interesses.
• Tomar parte em uma decisão comercial da Empresa que envolve uma empresa com a qual tal pessoa ou seus familiares tenham uma afiliação pessoal ou uma decisão da Empresa, que envolva a contratação ou supervisão de um membro da família.
• Qualquer outro acordo, incluindo família ou outras relações pessoais ou financeiras, que possam dissuadir o colega de agir no melhor interesse da Empresa.

3.2.2. Receipt of Gifts and Payments by the Company.

Colleagues shall not offer, give, solicit or accept inappropriate gifts, benefits, favors or entertainment from any person or business organization that does or seeks to do business with, or is a competitor of, the Company. In furtherance of this policy:

• Os colegas não devem oferecer ou receber nada de valor em relação à obtenção de benefícios comerciais ou à adjudicação de contratos que estejam fora dos acordos de remuneração aprovados.
• Nunca é permitido aceitar um presente em dinheiro ou equivalente (por exemplo, ações ou outros títulos negociáveis) de qualquer quantia.
• Nas negociações de um colega em nome da Empresa, ele ou ela pode não realizar nenhum lucro além de sua compensação da Empresa.
• Ver também seção 3.4 "Suborno, propinas, gratificações e outros pagamentos ou serviços impróprios".

3.2.3. Corporate Assets.

Theft, carelessness and waste have a direct impact on the Company’s profitability. Colleagues have a duty to safeguard Company assets and ensure their efficient use. The Company acknowledges that an immaterial amount of certain corporate assets (such as expendable items like stationary and other office supplies) may be utilized by colleagues for personal use, but excessive personal use of any corporate assets (including expendable items and non-expendable items such as physical facilities and information systems) is prohibited. The misuse or removal without proper authorization from the Company’s offices of any of its property is prohibited. Company assets include tangible property, intellectual property such as patents, trademarks, business and proprietary information such as new products, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information is a violation of this Code. This policy also applies to any property designed, created, obtained, purchased, leased, or copied by the Company for its own use including without limitation, files, reference manuals, user guides, reports, forms, policies, computer programs and software, data processing systems and databases.

See the section of this Code entitled “Information and Computer Systems Policy” for further detail about use of software and personal use of telephones, e-mail and the Internet.

3.3 Competition and Fair Dealing.

We seek to outperform our competitors fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies, is prohibited. Colleagues should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors, and employees. No colleague should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

3.4 Anti-Corruption, Anti-Bribery, and Improper Payments or Services.

We have zero tolerance for bribery and corruption. Bentley observes all applicable anti-corruption and anti-bribery laws and regulations of the countries in which we do business. It is a violation of the Code for any colleague to offer or receive a bribe, kickback, gratuity or other improper payment or service in order to achieve a desired business result. Providing or receiving a bribe, kickback, gratuity or other improper payment or service should for this purpose be assumed to constitute an unfair practice and may be illegal. Colleagues who become aware of a request for, or the offering of, any bribe, kickback, gratuity or other improper payment or service, whether or not they are personally involved, are required to report such occurrence to the Compliance Committee. Colleagues are regularly required to complete anti-bribery and anti-corruption training to better understand what constitutes bribery and corruption, how to avoid high-risk activity, and tactics to prevent bribery and corruption.

Não é permitido aos colegas oferecer nada de valor a um funcionário do governo em um esforço para influenciar tal funcionário ou para receber tratamento preferencial para a Empresa. Qualquer dúvida que surja em relação à aplicação desta parte do Código deve ser imediatamente encaminhada ao Diretor Jurídico.

Nenhum colega pode estender ou receber suborno, propina, gratificação ou outro pagamento ou serviço impróprio de representantes de qualquer empresa (por exemplo, mas não limitado a, fornecedores ou organizações de usuários), para influenciar a colocação de negócios. Esta proibição se estende à prestação ou recebimento de serviços gratuitos ou compensatórios para os quais o destinatário normalmente incorreria em despesas. O fornecimento ou recebimento de serviços gratuitos pode criar um conflito de interesse real e pode parecer inapropriado, mesmo que de natureza completamente inocente. As ofertas de tal suborno, propina, gratificação ou outro pagamento ou serviço impróprio devem ser imediatamente comunicadas ao Comitê de Conformidade.

In the normal course of conducting routine business activities, many colleagues entertain (or are entertained by) user organizations, vendors and others outside of the Company. Any entertainment must be reasonable and not excessive. It is impossible to prescribe a hard and fast rule for defining “reasonable” entertainment. A good way to measure the reasonableness of the entertainment is to think how you would explain the entertainment to a regulator or investigator at a later date. If the entertainment in question is of such magnitude that it could be perceived as a factor in a business decision, such entertainment is probably unreasonable and should be avoided. Examples of entertainment that would appear to be reasonable would include a single sporting event or dinner. Examples of entertainment that would appear to be unreasonable could include free travel to resort areas for other than business purposes, the provision of season tickets for a professional sports team, and the like.

This is an area where a great deal of caution must be exercised by all colleagues. It is a violation of the Code for any colleague to approve an invoice without including in the related Purchase Request an accurate description of the services or goods being purchased by the Company. Colleagues must consult with the Chief Legal Officer any time they have a question under this Code about the propriety of any payment or benefit they are contemplating to incur or have been offered.

3.5 Accuracy of Records and Disclosure.

It is the Company’s policy to make full, fair, accurate, timely and understandable disclosures in compliance with applicable laws and regulations in all reports and documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission, U.S. state agencies, and in all other public communications made by the Company.

A integridade, confiabilidade e precisão em todos os aspectos materiais dos livros, registros e demonstrações financeiras da Empresa são fundamentais para o sucesso comercial contínuo e futuro da Empresa. Além disso, sendo uma empresa cujas ações são negociadas publicamente, a Empresa está sujeita a uma série de leis e regulamentos que regem nossos registros comerciais, incluindo as leis de valores mobiliários dos EUA. A Empresa deve registrar suas atividades financeiras em conformidade com todas as leis e práticas contábeis aplicáveis e fornecer informações atuais, completas e precisas a todo e qualquer órgão governamental. Nenhum colega pode fazer com que a Empresa entre em uma transação com a intenção de documentá-la ou gravá-la de maneira enganosa ou ilegal. Além disso, nenhum colega pode criar qualquer documentação falsa ou artificial ou registro contábil para qualquer transação realizada pela Empresa. Da mesma forma, os colegas que são responsáveis por questões contábeis e relatórios financeiros têm a responsabilidade de registrar com precisão todos os fundos, ativos e transações nos livros e registros da Empresa.

3.6 Compliance with Laws, Rules and Regulations.

Obeying the law, both in letter and in spirit, is one of the foundations on which the Company’s ethical standards are built. In conducting the business of the Company, colleagues must respect and obey the laws of the jurisdictions in which we operate.

Although not all colleagues are expected to know the details of these laws, it is important to know enough about the applicable local, state and national laws to determine when to seek advice from the Company’s Legal Department or other appropriate personnel. If a law conflicts with any Company policy or this Code, you must comply with the law. There are serious consequences for failing to follow any applicable laws, rules and regulations, including termination of service and potential criminal and civil penalties.

Consulte nossa Política de Negociação com Informação Privilegiada para saber mais sobre as políticas da Empresa com respeito à negociação imprópria de títulos.

3.7 Tax Evasion.

The Company takes a zero-tolerance approach to all forms of tax evasion. The Company is committed to acting with integrity in all business dealings and relationships and will uphold all applicable laws relevant to countering tax evasion. Colleagues and others who provide services to or act on behalf of the Company must not take any action that causes the Company to commit a tax evasion offense or that facilitates a tax evasion offense by a third party.

Tax evasion is not the same as tax avoidance or tax planning. Tax evasion involves deliberate and dishonest conduct. Tax avoidance is not illegal and involves taking steps within the law to minimize tax payable or maximize tax relief. This Code cannot address the complexities of all applicable tax laws and regulations, and questions concerning the application of this policy should be referred to the Legal Department.

3.7.1. Facilitation of Tax Evasion.Facilitation of tax evasion means knowingly being concerned in, or taking steps with a view to, the fraudulent evasion of tax by another person. Facilitation of tax evasion can subject the Company and individuals involved to criminal penalties.

It is prohibited for any colleague to:

• Engage in any form of facilitating tax evasion under the applicable laws of any country;
• Aid, abet, counsel, or procure the commission of a tax evasion offence by another person;
• Fail to promptly report any request or demand from any third party to facilitate the fraudulent evasion of tax by another person;
• Engage in any other activity that might lead to a breach of this policy; or
• Threaten or retaliate against another individual who has refused to commit a tax evasion offence or who has raised concerns under this policy.

3.7.2. Prevention of Tax Evasion.

There is no exhaustive list of tax evasion opportunities. Colleagues and others working on behalf of the Company should adopt a common-sense approach to detecting potential tax evasion opportunities. Unusual payment methods or conduct of third parties can be indicative that a transaction may not be as it seems.

3.7.3. Reporting Concerns.

The prevention, detection, and reporting of tax evasion are the responsibility of all colleagues and those providing services to or working on behalf of the Company. If you become aware of any fraudulent evasion of tax by another person, or you are asked to assist another person in their fraudulent evasion of tax, or if you believe or suspect that any fraudulent evasion of tax has occurred or may occur, you must notify the Company in accordance with Section 2.3 as soon as possible.

3.8 Antitrust.

The Company is committed to vigorous competition in the marketplace. Conduct or behavior aimed at limiting competition is inconsistent with this commitment and may violate state and federal antitrust laws. Such violations may result in serious consequences. For instance, conduct violating the antitrust laws may result in severe criminal penalties. In addition, antitrust violations may result in costly private lawsuits and civil damages. This Code requires full and complete compliance with all antitrust laws. The following sections outline some of the major aspects of the antitrust laws. This brief overview cannot address the complexities of all of the antitrust regulations. Colleagues should refer any questions regarding the application of these policies to the Chief Legal Officer.

3.8.1. Price Fixing.It is a criminal violation of the antitrust laws to enter into any agreement or understanding, no matter how informal, with a competitor concerning the price of a product or service. This prohibition applies to any agreement or understanding to increase, decrease, or stabilize prices and any agreements or understandings concerning the terms or conditions of a sale. The simple exchange of price-related information between competitors, such as costs, profit margins or commission structures can be used to infer an agreement or understanding to fix prices. Colleagues are prohibited from any agreements, understandings or discussions with competitors related to prices or terms of business.

3.8.2. Agreements to Divide Markets/Customers.It is a criminal violation of the antitrust laws for competitors to agree to allocate markets, business opportunities, territories, or customers among themselves. The Company may not agree with a competitor to refuse to bid for particular types of business or otherwise refrain from competing for certain user organizations or classes of user organizations. Such market allocation agreements or understandings are prosecuted vigorously by the government. Involvement in such activities exposes the Company to significant potential liability and may also expose individuals involved to serious personal liability. Colleagues are prohibited from any agreements, understandings or discussions with competitors of the type described above.

3.8.3. Group Boycotts/Refusals to Deal.Group boycotts, or concerted refusals to deal, may be illegal. Accordingly, while the Company has the right to select those companies and individuals with whom it will and will not conduct business, the Company may not agree with any of its competitors, user organizations or others not to do business with another person or entity. No colleague may participate in discussions with a competitor, user organization or other entity concerning changing the status of any of the Company’s business relationships with another party. Similarly, while the Company can refuse to do business with an entity on the basis of a poor history of business relations; the Company may not advise other entities not to deal with such entity, nor may the Company refuse to do business with an individual or entity at the request of another entity.

3.8.4. Monopolization and Market Power. It is illegal for a company to control prices within a particular market or to exclude others from that market through that company’s size and market power. Market power alone, however, is not illegal. An illegal monopoly is one that is obtained or maintained through an abuse of power. This Code prohibits the use of competitive tactics that could be construed as being designed to exclude or destroy competition in any market. Thus, it is contrary to this Code to say or do anything designed to harm a competitor except through the Company’s superior product, marketing, positioning, pricing, terms, and service. Questions about the legality of any particular competitive tactic should be directed to the Chief Legal Officer.

3.8.5. Tying or Reciprocity. “Tying” and “Reciprocity” are the mirror images of each other. Tying is the refusal to sell one product or service unless the user organization buys another product or service. Reciprocity is the refusal of a purchaser to buy a product or service unless the seller agrees to buy some other product from the purchaser. Such agreements may be illegal if they allow a company to use its power in one market to obtain an unfair advantage in another market. Any tying or reciprocal agreement raises potential antitrust concerns and must be reviewed in advance by the Chief Legal Officer.

3.8.6. Other Agreements Among Competitors. Not all cooperative activity between competitors automatically violates the antitrust laws. Some cooperative activity may increase or be consistent with competition. Because of the risk that cooperative activity may be illegal, however, colleagues must consult with the Chief Legal Officer prior to taking any steps to participate in a cooperative arrangement with competitors.

3.8.7. Trade and Professional Associations.Trade associations and professional groups provide legitimate opportunities for valuable business, social and educational activities for their members. These activities are legal and permissible under the various antitrust statutes. However, trade association meetings of necessity bring together competitors and thus present opportunities for activities that may not be permissible. Discussions relating to issues and information of a sensitive, competitive nature must be avoided. Any mention to competitors of cost levels, marketing strategies, user organizations, territories and any other issues with an impact on competition between the Company and others is prohibited. If in connection with a trade or professional association meeting, any discussion begins that deals with competitively sensitive issues, representatives of the Company in attendance should attempt to stop the discussion immediately. If the discussion continues, the Company’s representatives must leave the meeting immediately. Prior to leaving, an effort should be made to have an entry made into the formal minutes (if any) of the meeting detailing the reason that the Company’s representatives chose to leave. A detailed written report on the incident should be prepared and forwarded to the Chief Legal Officer.

3.8.8. Agreements Regarding Salary Levels or Hiring Practices. The Company may not agree with other employers to limit pay increases. Nor may the Company agree with another employer to refrain from hiring each other’s employees or in any other way not to compete with respect to hiring (except in some limited circumstances with commercial justification, such as subcontract relationships). Discussions or arrangements with other employers (other than through responses to industry or regional surveys conducted by recognized independent organizations) regarding salary levels or hiring practices, from which agreements concerning compensation and hiring practices might be inferred, are prohibited.

3.8.9. Collection of Competitive Information.The Company is entitled to collect information concerning the competitive practices of its competitors. Such market information enables the Company to offer services and products in the marketplace that are competitively priced and better than those of the competition. However, an exchange of information between competitors may indicate the existence of an antitrust conspiracy. Accordingly, no colleague should obtain competitive information (even if the information is publicly available) directly from a competitor (other than through a publicly available website, and without subterfuge as to the colleague’s identity) for purpose of limiting competition. Similarly, no colleague should provide competitive information to a competitor. It is permissible to obtain competitive information from third parties such as user organizations. It is also acceptable to obtain the information from public sources such as filings with state and federal agencies. Whenever a colleague obtains competitive information, the source of the information should be documented.

5.1 Não-discriminação, liberdade de associação e igualdade de oportunidades de emprego.

The Company recognizes the freedom, rights and dignity to which each individual colleague and applicant for employment is entitled. The Company is committed to providing equal employment opportunities, and a work environment free of discrimination, for all of its colleagues and applicants. The Company supports freedom of association and the rights of colleagues to lawfully and peacefully associate, organize and bargain collectively.

Each colleague is encouraged to consult the Employee Handbook for a complete statement of the Company’s applicable Non-Discrimination and Equal Employment Opportunity Policy.

The Company is committed to equal opportunity in employment. The Company promotes a workplace where equal employment opportunity is provided without regard to age, race, color, sex, religion, national origin, sexual orientation, disability, covered veteran status, or any other status protected by law. We expect all colleagues to support our commitment to equal employment opportunity for all.

5.2 Fair Labor Practices and Human Rights. 

As an organization with a global workforce and handprint, the Company is committed to upholding internationally proclaimed human rights. As part of this commitment, the Company supports the International Labor Organization’s (ILO) Declaration on Fundamental Principles and Rights at Work’s eight conventions. These fundamental conventions uphold workers’ rights to organize and collectively bargain; eliminate forced labor; bar child labor; and protect workers against discrimination. The Company promotes and protects fair labor practices including providing or exceeding the minimum wage wherever we do business.

5.3 Harassment.

The Company is committed to maintaining a work environment that is free of any form of employee harassment based on sex (gender identity, sexual orientation, and pregnancy), race, color, religion, national origin, age, disability or genetic information, marital status, veteran status or any other unlawful basis. The Company will not tolerate sexual advances, actions, innuendo, or comments, racial or religious slurs or jokes, or any other comments or conduct that creates, encourages or permits an offensive or intimidating work environment whether intentionally or unintentionally. Each colleague is encouraged to refer to the Employee Handbook for a complete statement of the Company’s applicable Harassment Policy.

5.4 Respect in the Workplace.

The Company is committed to a workplace in which colleagues are treated with dignity, respect, and professionalism. Inappropriate behavior in violation of this policy includes behavior directed against an individual colleague or a group of colleagues that undermines colleagues’ right to dignity at work and an environment where they can do their best. Such inappropriate behavior, often called bullying, may include personal insults, abusive language, unjustified or constant criticism, harsh public criticism, assignment of impossible goals, or other behavior that deliberately demeans, undermines, humiliates, isolates, or intimidates. It is important to keep in mind that routine discipline, correction, or critique by a manager are generally not considered violations of this provision. Training on respect in the workplace, including courses on recognizing and reporting bullying and abusive conduct, have been required for all colleagues.

5.5 Maintaining Health and Safety.

The Company is committed to maintaining a healthy, safe, and productive workplace. We integrate sound health and safety practices into our operations and business and comply with applicable workplace safety regulations. Colleagues must comply with all safety rules and should report unsafe situations immediately.

5.6 Violence.

The Company is committed to providing colleagues with a safe workplace, free of violence and intimidation.

Any type of violent behavior including any threats, threatening language or any other acts of aggression or violence made against a colleague, client, visitor or anyone by anyone while on Company premises or business is absolutely prohibited. Threats of violence include throwing objects, menacing gestures, damaging property, stalking or verbal or physical abuse. Possession of any weapons or dangerous materials on Company premises is absolutely prohibited.

Colleagues who witness or are the victims of violent behavior or threats of violence must report the information to their immediate manager and/or Human Resources immediately.

Colleagues who are aware of a potential risk of violence at the Company from an individual not related to the Company (such as an ex-spouse, partner, boyfriend or girlfriend) are encouraged to report that information to their immediate manager or to Human Resources. Any colleague that has obtained a protective or restraining order that lists the Company’s locations as protected areas must provide a copy of the order to the Director of Human Resources, the Chief Legal Officer, or the Compliance Committee.

5.7 Substance Abuse.

The Company is committed to providing a safe workplace and to establishing policies that promote and encourage high standards of colleague health and safety. It is impossible to maintain a safe, healthy working environment if any colleague allows the use of alcohol or drugs to interfere with the performance of his or her job. Colleagues are encouraged to refer to the Employee Handbook for a complete statement of the Company’s applicable Substance Abuse Policy.