02. Business
Conduct

Business
Conduct

Corporate governance

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Whirlpool Latin America is a direct subsidiary of Whirlpool S.A. for the home appliance industry and is part of the global group Whirlpool Corporation.

As a publicly held company, Whirlpool is committed to transparency in the disclosure to the market and its shareholders of its quarterly results and information on risk management, possible losses, strategy, policies and any other factors that may influence the Company’s market capitalization and investor’s decision making.

Read more about these topics at whirlpool.com.br/investidor

The Company went public in 1994 and trades its shares on the Securities, Commodities and Futures Exchange (BM&FBovespa) under the ticker symbols WHRL3 and WHRL4, and is subject to the Comissão de Valores Mobiliários (CVM) [Brazilian Securities and Exchange Commission] regulations and standards of transparency.

Whirlpool also constantly assesses its internal process controls to comply with the Sarbanes-Oxley Act (SOX) requirements, to which Whirlpool Corporation is subject.

SOX establishes that companies listed on the New York Stock Exchange — such as Whirlpool Corporation — must ensure transparency and credibility of its management through internal rules and audit mechanisms.

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In 2013, a total of 26 processes in five different units were submitted to Internal Audit review and tests to ensure the compliance with SOX’s control requirements. In 2014, a total of 31 processes were audited in six units.

Capital stock

The Company’s capital stock is composed of 1,502,786,006 shares, of which 31.5% are preferred shares and 68.5% are common shares, for a market capitalization of R$5.99 billion at the end of 2014.

Management

Whirlpool’s management structure is composed of professionals highly experienced in each business aspect.

Whirlpool Latin America’s management structure with term of office up to 2018
João Carlos Costa Brega CEO / Executive Officer of the Home Appliance Business Unit
Carlos Henrique Pinto Haddad Financial Executive Officer of Compressors and Refrigerators Business Unit and Investor Relations Executive Officer
Paulo Domingos Mileo Miri Executive Officer of Sales, Logistics, and Human Resources
Nathalie Catherine Marie Therese Executive Officer of Marketing of the Home Appliance Business Unit
Alexandre de Oliveira Czesnat Executive Officer of New Products Development of the Home Appliance Business Unit

Board of Directors

João Carlos Costa Brega Chairman
Armando Ennes do Valle Junior Vice Chairman
Antonio Francisco Lima de Rezende Member of the Board
Antonio Mendes Member of the Board

Operational and economic performance

Macroeconomic and industry scenario

2014 was marked by high economic and political volatility due to several events, such as the World Cup soccer games and the presidential election, which altered seasonality in the major home appliance industry. Economic growth for the year is expected to be petty, given the constant bear revisions throughout the period. The scenario was little favorable for a more expressive expansion of consumption, given the actual employment income downturn, high inflation, weak credit market, and one of the lowest consumer confidence levels in history. High inflation led the Central Bank of Brazil to increase 1.25% of the Selic benchmark interest rate during the year, closing 2014 at 11.75%.

2015 is expected to be a year of adjustments in the economy. One of the major challenges is the tax adjustment, since Brazil has been through a process of increasing government spending and reducing tax rates. The market also foresees an increase in government-controlled tariffs and a higher exchange rate, which would increasingly press up domestic market prices. Given the high inflation scenario, higher Selic rate is expected for 2015. The market believes that 2015 will be a year of low economic growth.

Operating highlights

In 2014 the Company launched in the domestic market around 180 Brastemp, Consul and KitchenAid brand products. One of them was Brastemp’s B.blend, the first all-in-one multi-drink dispenser in Brazil. Brastemp also brought to the market the new Side Inverse refrigerator, the first in Brazil with Wi-Fi connection, and the Brastemp Maxi Flat microwave oven, with flatbed technology that eliminates the need for a turntable.

Consul’s outstanding launch was the Consul Mais product category, comprising the beer cooler Cervejeira and the microwave oven with toast feature, and the dishwasher Consul Facilite. KitchenAid put on the market the Pro Line product category, with four products inspired in the Stand Mixer design.

Economic and financial performance

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In 2014, Whirlpool S.A.’s consolidated net sales totaled R$9.659 million, up 3.47% over the R$9.335 million recorded in the previous year. The result for the year, after interest in controlling and affiliated companies and before taxes, was R$976 million (R$1.025 million in 2013), corresponding to 10.10% of net sales (10.98% in 2013).

Net income for the year ended December 31, 2014 came to R$709 million (R$813 million in 2013), equivalent to R$0.47 per share (R$0.54 em 2013). The Board of Directors’ Meetings held on June 3, 2014, November 5, 2014 and December 9, 2014, in accordance with provision of the by-laws, authorized the payment of dividends amounting to R$1,113,020.

Value added distribution

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Value added distribution 2012 2013 2014
Suppliers 57% 54% 53%
Employees 10% 10% 9%
Shareholders 5% 8%  8%
Government 23% 23%  25%
Reinvestment 5% 5%  5%

Risk management

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The Company has a specific and dedicated area that monitors and evaluates on a daily basis the business exposure to possible risk factors, in order to define instruments to mitigate them and avoid their impacts.

Below are the main risks managed by Whirlpool. For further information on this management, read the 2014 Reference Form, item 5, at http://goo.gl/fOcQ26 (only in portuguese).

Main financial performance risks

The Company is exposed to commodity price fluctuations, mainly copper and aluminum, which may affect the operating and financial results.

Besides, the exchange rate variation risk may affect the Company, because Whirlpool exports around 20% of its products to customers abroad and imports part of its products and raw material from suppliers or related parties in foreign currency.

In addition to financial, tangible, measurable and formalized risks considered in the Company’s risk management, Whirlpool also monitors, identifies and manages potential risk factors related to the availability of human and environmental resources essential to its operations, to the compliance with applicable social and environmental legislation, and to the social and environmental changes and improvements in the communities and markets where it operates. For more information, refer to Chapters Engaged people and Building the future in this report.

With this scenario, also including the interest rate variation risk, the Company’s management is responsible for measuring, monitoring and mitigating financial risks deriving from these exposures. For such purpose, it uses derivative financial instruments with the purpose of managing the risks and protecting the Company’s cash flow, assets and liabilities from the commodity price volatility and foreign exchange variations.

Ethics and compliance

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Whirlpool’s operations are guided by ethics in relations and compliance with applicable regulations.

To ensure proper conduct of employees, the Company prepared its Code of Ethics — to which all employees must commit— summarizing its 15 Global Compliance Policies. The document defines the personal and professional behavior of the employees in all countries where Whirlpool operates, stating what the Company considers acceptable in topics such as negotiations, disclosure materials, product manuals, customer and supplier relationship, and involvement in political activities.

Upon hiring, the employees receive a printed version of the document, also available digitally at the Company’s internal portal, which must be read during the integration event and then signed, being a proof of employees’ commitment to its content. In addition, the Company’s executives must reinforce every year their commitment to the 15 Global Compliance Policies by signing electronically the Management Questionnaire form, which lists behaviors expected from a leader while performing their duties, especially in people relations and corporate processes.

During 2014, more than 50 on-site training events of around five-hour-duration each were provided to Company’s executives about the Code of Ethics and the Global Compliance Policies. Also, two online training events were provided about anti-corruption and money laundering.

The Company’s strategic level also received training through eight compliance workshops about the Global Compliance Policies and the role of medium and senior management in disseminating among employees and making them committed to Ethics culture and the correct way of making business.

In 2014, in addition to training, Whirlpool’s Compliance and Corporate Ethics area carried out more than 15 communication initiatives about the topic, which were concluded with the Compliance Day, an event conducted in every unit in Latin America, with the participation of professor and philosopher Clóvis de Barros Filho who spoke on ethics in personal and professional lives. As a result, the employees in the administrative area considered these Compliance communication initiatives the Company’s actions of most relevance and quality in the year, with more than 350 positive comments — 94.5% MQCI.

Hotline services

Whirlpool’s Code of Ethics also discloses the Company’s hotline — telephone number, postal address or online portal access — dedicated to receive complaints regarding practices in disagreement with the Compliance Policies. This hotline, which ensures confidentiality, forwards the reports to the commission that analyzes ethics-related events in the Company. This multidisciplinary committee meets every week and is composed of Compliance, Audit, HR, and Corporate Security representatives to investigate possible nonconformities.

However, the Company strongly encourages managers and employees to solve alleged unfair conflicts or situations by open conversation, having the Company’s HR department to mediate in case of doubts or complaints.

To regulate supplier relations, the Company developed in 2008 the Supplier Code of Conduct, through which the partner companies commit to ethically develop their business and operations.

The Legal Executive Office is responsible for leading and managing ethics and compliance. Two ethics committees are designed to oversee everyday ethics-related events, one for Brazil and other for the other countries in the Latin America region.

Sustainability strategy

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Sustainability is part of Whirlpool’s corporate DNA since the beginning. It serves as guide for a mature business management and is crucial for the achievement of good results and business longevity.

The continuous efficiency improvement is not an option for the Company, but the essence of its operations. It includes from saving natural resources — water, energy, raw materials — until reducing greenhouse gas emissions, creating more efficient products and properly managing waste.

Given the importance of sustainability and its significant relation with the business, Whirlpool’s Sustainability Committee is composed of six executive offices — Sustainability, Marketing, Human Resources, Product Development/Innovation, Procurement, and Legal — and the Sustainability Executive Office, and other executive offices occasionally invited.

Thus, sustainability is present and naturally incorporated into all business steps: planning, regulatory requirements positioning and possible crises, product manufacturing and after use, as well as in daily activities of more than 16,000 employees.

The Sustainability Committee plays an important role, holding quarterly meetings to define strategies, choose priorities and decide over sustainability management; so do the Sustainability Educators, who develop initiatives in all units with the purpose of ensuring the dissemination of the topic, disclosing good practices, identifying opportunities and ensuring that annual sustainability goals are attained.

Throughout the report, this concept is shown in practice, with the description of Whirlpool’s initiatives and management based on the six main pillars for the building of an innovative, sustainable and possible future.

In 2013, Whirlpool prepared a qualitative analysis of organization’s most relevant sustainability aspects within its strategic pillars, and defined, upon approval and participation of the Sustainability Committee, its sustainability action map and priorities for the period between 2013 and 2015.

The highlights are the initiatives on rational use of water, energy efficiency, social development, and reduced use of restricted substances. For information on these initiatives and their results, refer to Chapters Building the future and Engaged people.

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Investments in sustainability strategic pillars (Millions of R$)

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Investments in environmental management by category (R$ million)* 2013 2014
Environmental prevention and management costs: investments, consulting, legal rates, and payments to Environmental Management teams. 4.6 4.9
Waste disposal, emission treatment, and remediation costs: it includes operation and maintenance, disposal and transportation 4.6 5.5
TOTAL 9.2 10.4
* Information on investments includes operations in Brazil and Argentina.

Voluntary commitments

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Whirlpool’s sustainability management also aligns itself with Brazilian and global initiatives for sustainable performance that creates value. The Company reaffirmed the following public commitments:

Global Compact – Whirlpool is signatory of UN’s initiative aimed at stimulating organizations to adopt universally accepted core values in the areas of human rights, labor relations, environmental protection and anti-corruption, through the pursuit of the Ten Principles. Whirlpool’s contribution to the accomplishment of the Ten Principles is described at www.unglobalcompact.org/

Na Mão Certa (in the right hand) Program – The Company is signatory of the program that establishes, since 2006, an alliance between companies against sexual exploitation of children and adolescents in Brazilian highways, proposed by Childhood Brasil (Brazilian organization which is part ofof the World Childhood Foundation) and Instituto Ethos. At the end of 2013, the coalition summed 1,465 signatory companies.

In addition to the financial support to the project, Whirlpool raises awareness of carriers that provides services to the Company. At the end of 2014, a total of 61% of the 40 companies that serve the Company were signatories of the program. More information on the pact is at http://www.namaocerta.org.br/pacto.php (only in portuguese)

Brazil GHG Protocol Program – Whirlpool joined the initiative (maintained by Fundação Getúlio Vargas’ São Paulo Business Administration School Sustainability Study Center) that fosters corporate culture of disclosing greenhouse gas emission inventories.

Since 2008, Whirlpool discloses annually its inventory through Brazil’s Public Registry of Greenhouse Gas Emissions online platform using the GHG Protocol International methodology. The inventories are disclosed at https://registropublicodeemissoes.com.br/index.php/participante/113 (only in portuguese)