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Code of Ethics and Conduct

MRN recognizes that the conduct and effectiveness of an organization depend upon the quality of the relationships and ethics of its staffing. The Company’s capability to fulfill its guidelines and meet its targets requires capable employees who not only value MRN’s interests higher, but also take into account the interests of other individuals and groups they relate with both inside and outside the organization.

MRN has the obligation to demand and it must see that its Employees and Directors:

  • refrain from offering or receiving payments, favors or any other stimulation or advantages of improper, unfair or illegal nature to their own benefit or the Company’s on account of the role or position they hold;
  • make sure all financial transactions are properly recorded in the accounting records;
  • make sure the accounting records and procedures are supported and strengthened by a comprehensive internal control system and are available for inspection by its Directors and Auditors;
  • refrain from negotiating bonds and products of MRN while possessing material information on the Company which has not been disclosed publicly. And should they also refrain from disclosing such information to third parties, unless they have expressed authorization for such;
  • remain uninvolved with – or reveal – arrangements and relationships involving any conflict of interests with MRN;
  • refrain from improper involvement in political activities while managing MRN’s businesses;
  • only get involved in currency exchange or commodities operations to the extent that is required for strictly conducting the businesses of MRN and protecting its interests. Any such operation aimed merely at speculative profit is prohibited;
  • act independently and to the exclusive interest of MRN in all commercial situations that affect the conditions of the business, and avoid practices that restrict competition


​MRN Employees

The employees of MRN shall act in good faith in conducting the Company's businesses and in their relations with internal and external customers, suppliers and members of the communities they interact with. Also, they shall:

  • dedicate their full time, effort and skills during the work hours to the good performance of their job;
  • use their efforts to manage, improve, expand, develop, promote, protect, and preserve the interests and reputation of the Company and perform their jobs in a correct, loyal and efficient manner.

Moreover, MRN employees are expected to neither seek nor engage in acts driven by merely personal interests, especially those found to be in conflict with the interests of MRN. It is worth saying that, for such effects, a conflict of interests is that which may results in damages or losses for MRN or damages the Company’s image before third parties, the Nation, States, Municipalities or their entities or agencies, or even the community as a whole.


Consultants and Contractors

The consultants and contractors whose services are used by MRN must act in accordance with the Guiding Principles, Guidelines and Code of Ethics and Conduct of MRN. It is the responsibility of contract managers dealing with consultants and contractors to ensure that they are aware of the content of such documents and that they agree to comply with the corresponding provisions concerning all transactions with MRN or with the third parties that said managers relate with while working for MRN.


​On Ethics and Good Faith

MRN does and will always seek to promote a work and operational environment that is free from frauds and whereby opportunities for conducting businesses are only sought through complete fairness and good faith.

Thus, whatever acts that make use of ploys, false appearances and cunning means intended for outwitting the good faith of some or secure advantages that might either result in theft, fraud, bribery, embezzlement or misappropriation of MRN’s assets or funds are fully condemned and prohibited.

Thus, MRN has the right and the duty to demand that each employee is held responsible for maintaining the highest ethical standards on performing its acts and businesses as a company.


Conflict of Interests

The managers or the employees of MRN shall not accept, without prior acknowledgement and expressed consent, any of the following:

  • another job or interests that fulfill or might require a substantial portion of the time they should apply in their work;
  • take part in any business as a partner, shareholder or any other form that might represent a conflict of interests with MRN.

Likewise, the managers or the employees of MRN may not:

  • do direct or indirect transactions, or accept appointment for jobs or positions of any kind which result or might result, for the manager or employee or their family relations, in earning income or any monetary benefit that might be in conflict with this policy or with the businesses of MRN.



All managers, employees, consultants and contractors of MRN shall keep in a confidential character and not disclose any information of the Company concerning operating details that might represent commercial secrecy, confidential documents, technical knowledge and data, drawings, systems, chemical formulas, methods, software, processes, customer lists, programs, financial and commercial and management information to anyone who is not a shareholder or an employee of MRN who do require such information to perform their tasks, both during the time they are working for MRN and afterwards, except when they have expressed authorization to disclose any of such information to third parties.

The managers, employees, consultants and contractors of MRN must take all steps to ensure that all confidential information is not accessible to non-Company people, and all documents with MRN-related confidential information should be kept duly inaccessible, reserved or locked prior to leaving their work stations.


​Use of Assets and Services

The assets and services of MRN may not be used for private purposes of the managers, employees, consultants and contractors, unless managers and employees issue a statement to explain why they need to use such assets or services and the consultants and contractors have written authorization from the area Director for such purposes.


​Use of the Company's Property

The managers, employees, consultants and contractors of MRN must not:

  • obtain, use or misuse MRN’s property for their own use and/or benefit or to the personal benefit of a third party; or
  • significantly change or destroy MRN’s property without due authorization; or
  • without prior authorization from the management, remove MRN’s property from the Company’s facilities or use the services of MRN.

Considering that some non-routine activities whereby MRN’s property is used might bring about benefits both for MRN and for the manager/employee/consultant/contractor and the division line between such ordinary use and abusive use can be difficult to be drawn, it is important that the use of the property or services of MRN, which is not only for the benefit of MRN, should be previously approved by the Executive Board through the Minutes, in the case of the Directors, and by the area Director, in the case of employees, consultants and contractors.


​Giveaways or Gifts

The managers, employees, consultants and contractors of MRN must not allow anyone to lead them into doing or not doing anything under the interest of the company that is related to its operations, whether harmful or not, or potentially harmful to the company in exchange for giveaways, gifts, services, cash values or other stimuli or favors for themselves or their families. Violation of this rule is considered a major fault, subject to dismissal or contract termination, in addition to the reasonable legal penalties applicable.

Offering of giveaways or gifts, or other incentives and favors – which are not ordinary gifts and giveaways – must be politely and strongly refused and immediately returned if such gifts or giveaways had been delivered without the prior consent of MRN. In case of doubts, the employee must check with his immediate superior officer. Cash offerings, irrespectively of the amount, may not be accepted under any circumstances whatsoever and this must be communicated to the area director.

Attending business lunch events provided by third parties as well as attending seminars and conferences of interest to MRN, if offered to a substantial share of the market involved, even if sponsored by third parties, are not considered a violation to this rule neither does it represent a conflict of interests.


Insider Information

No manager, employee, consultant or contractor of MRN, who has knowledge of any information related to its businesses which, if disclosed publicly might affect its value for the Company or its strategic position in the market, may disclose such information under any circumstance, pretext or condition, while said information has not been made public by the top management.Employees, consultants and contractors are prohibited to disclose such information before they become public.


​Sexual Harassment

MRN will not accept actions that can be characterized as sexual harassment in the workplace. Claims of sexual harassment will be investigated by the management. Where MRN does believe such claims are true, proper disciplinary measures will be taken, including layoff or contract cancellation.

Sexual harassment is considered to be any act of sexual nature, or with such intent that:

  • creates pressure and an intimidating, hostile or offensive working environment; or
  • interferes with the performance of the individual in the workplace, or
  • adversely affects the employment or progress opportunities of an individual.

Sexual harassment might include actions, attitudes or sexual assaults, subtle or explicit pressure so as to obtain sexual favors, sex-related jokes, insinuations or proposals deemed to be offensive.



The managers, employees, consultants and contractors of MRN shall practice equality, fight any form of discrimination and respect characteristics which are inherent to race, religion, age, origin, gender, sexual orientation, social class, disability, political party affiliation and union commitment, in contracting, promoting, access to training, compensation and layoff.


​Use of Drugs and Firearms

Every and any moment, possession or use of alcoholic beverages or drugs deemed to be illegal, harmful to the health and which put at risk employees, consultants, contractors and the assets of the Company, will not be allowed. Firearms shall only be allowed inside MRN’s premises in the sites and circumstances previously and expressly approved by the Management.


​Hiring Public Workers

Public workers shall not be hired by MRN for performing services, except if such workers are retired or when they are hired by means of a written contract entered into with the Government, which sets forth the nature of the services to be rendered and their wages as well as other relevant contract details.


​Improper payments to Governmental Authorities

The funds of MRN may not be used for improper payments, either directly or indirectly, whether in monetary amounts, services or any other means, thus benefiting any of the following:

  • A governmental authority, political party, a representative of a political party or a candidate to a public position;
  • Entities, companies, agents or consultants that MRN knows may pass such favors on to a governmental authority, political parties, representative of a political party or a candidate to a public position;
  • the objective to persuade the end user to exercise influence to help MRN in obtaining or maintaining a given business or induce such representative or governmental employee to execute or refrain from executing any act that violates the liability of such governmental representative or employee.


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