WELCOME TO OUR WEBINAR AN EMPLOYER’S GUIDE TO BRAZIL, CANADA, MEXICO AND THE US

Wednesday, November 11, 2015

If you cannot hear us speaking, please make sure you have called the teleconference number on your invitation. . US participants: 1 800 908 0783 . Outside the US: 44 203 300 0080 The audio portion is available via conference call. It is not broadcast through your computer. *This webinar is offered for informational purposes only, and the content should not be construed as legal advice on any matter. An employer’s guide to Brazil, Canada, Mexico and the US

CURRENTLY SPEAKING . Introduction of Panelists

Phyllis Cheng Partner Employment Group Karen Bock María Ríos Priscila Lago DLA Piper Partner Partner Partner Employment Group Employment, Corporate Employment DLA Piper and Finance Campos Mello Toronto DLA Piper Advogados* Mexico City São Paulo

*Campos Mello Advogados is an independent law firm in Brazil.

Global Employment November 2015 2 An employer’s guide to the United States

CURRENTLY SPEAKING . Overview . Sources of employment law . Types of employment

Phyllis Cheng Partner . Discrimination, harassment and retaliation Employment Group DLA Piper Los Angeles . Wages and benefits . Employee organizing

Global Employment November 2015 3 Sources of employment law

CURRENTLY SPEAKING . Legislative branch: codified statutes . US Congress . State legislatures

Phyllis Cheng Partner . Local governments Employment Group DLA Piper Los Angeles . Judicial branch: case law . US federal courts . State courts . Common law . Executive branch: rules and regulations . Federal, state and local administrative agencies

Global Employment November2015 4 Types of employment

CURRENTLY SPEAKING . Employment at will . An employment, having no specified term, may be terminated at the will of either the employer or employee upon notice for any reason or for no reason, except for the

Phyllis Cheng wrong reason Partner Employment Group DLA Piper . Employment for a term Los Angeles . An employment for a specified term may be terminated at any time by the employer or employee only in case of willful breach, neglect or incapacity . Independent contractor . A person who contracts to do work for another according to contractor’s own processes and methods; contractor is not subject to another's control except for what is specified in a mutually binding agreement for a specific job Global Employment November2015 5 Discrimination, harassment and retaliation

CURRENTLY SPEAKING . US Equal Employment Opportunity Commission (EEOC) . Title VII of the Civil Rights Act of 1964 (Title VII): race, color, religion, national origin, or sex. . Pregnancy Discrimination Act: pregnancy, childbirth, or a

Phyllis Cheng medical condition related to pregnancy or childbirth Partner Employment Group . Equal Pay Act of 1963 (EPA): illegal to pay different wages to DLA Piper Los Angeles men and women if they perform equal work in the same workplace . The Age Discrimination in Employment Act of 1967 (ADEA): age 40 or older . Title I of the Americans with Disabilities Act of 1990 (ADA): disability . Genetic Information Nondiscrimination Act of 2008 (GINA): genetic information . State statutes similar, some stronger

Global Employment November2015 6 Wages and benefits

CURRENTLY SPEAKING . US Department of Labor . Fair Labor Standards Act . Coverage

Phyllis Cheng . Minimum wage Partner Employment Group . Overtime pay DLA Piper Los Angeles . Youth employment . Record keeping . State laws similar, some stronger . Local ordinances similar, some stronger

Global Employment November 2015 7 Employee organizing

CURRENTLY SPEAKING . National Labor Relations Board . National Labor Relations Act . Right to form, join, decertify, or assist a labor organization Phyllis Cheng Partner . Right to bargain collectively through representatives of Employment Group DLA Piper their own choosing, or to refrain from such activities; Los Angeles . Right to join together to improve terms and conditions of employment without a union . Right to be free from interference from employer or union . State statutes and public sector statutes similar

Global Employment November 2015 8 Contact: Phyllis Cheng

CURRENTLY SPEAKING Before joining DLA Piper, Phyllis was the Director of the Department of Fair Employment and Housing, the largest state civil rights agency in the United States. Originally appointed to head the DFEH by Governor , then retained by Governor , Phyllis is well respected by both sides of the political aisle and enjoyed a reputation as a hard-working public official who improved the DFEH during a budget crisis by implementing innovative business concepts. At DLA Piper, she focuses her practice on the employment policy, legislative and business development issues that concern companies in California. Phyllis Cheng Partner During her nearly seven-year tenure at DFEH, the agency took in 140,000 complaints, Employment Group DLA Piper prosecuted between 400-500 cases, including several class complaints, and garnered wins and Los Angeles settlements of about $100 million plus affirmative relief. Meanwhile, during a budget crisis, rather than laying off employees, she closed down five physical facilities to reduce rents, relocated staff E:[email protected] T: +1 213 330 7713 and partnered with seven law schools and colleges on campus, staffed by a combination of public employees and civil rights fellows, thus growing the capacity of the agency while 550 South Hope Street, Suite drastically reducing costs. 2300, Los Angeles, California, 90071-2678 Earlier in her career, Phyllis spent six years in private practice, litigating in the California and federal courts, California Courts of Appeal and the California Supreme Court on both the defense and plaintiff sides. Phyllis has substantial experience in the areas of employment discrimination, harassment, retaliation and wrongful termination litigation as well as counseling and training. She has been attorney of record on numerous administrative and trial court cases, as well as approximately 25 appellate cases, including four published Court of Appeal and California Supreme Court decisions. Phyllis also ruled on 78 administrative decisions as a commissioner on the former Fair Employment and Housing Commission. She has further worked as a senior appellate court attorney and drafted 80 Court of Appeal decisions on all areas of the law.

Global Employment November2015 9 Employment considerations in Canada

CURRENTLY SPEAKING . Jurisdiction is a crucial question: . Provincial or federal? . 13 provincial jurisdictions

Karen Bock Partner Employment Group DLA Piper Toronto

Global Employment November 2015 10 Legal framework in Canada

CURRENTLY SPEAKING . Statutory . Common law / civil law (Quebec only) . Contract Karen Bock Partner Employment Group DLA Piper Toronto

Global Employment November 2015 11 Employment statutes in Canada

CURRENTLY SPEAKING . Employment standards laws set minimum standards in each jurisdiction: . Minimum wage

Karen Bock . Hours of work Partner Employment Group DLA Piper . Overtime Toronto . Vacation time and pay . Public holidays . Job-protected leaves of absence . Termination entitlements

Global Employment November 2015 12 Employment statutes in Canada

CURRENTLY SPEAKING . Labour relations . Unionization process . Decertification process

Karen Bock Partner . Collective agreement negotiation process Employment Group DLA Piper Toronto . Grievance procedure . Strikes, lockouts

Global Employment November 2015 13 Employment statutes in Canada

CURRENTLY SPEAKING . Human rights . Prohibited discrimination . Prohibited harassment

Karen Bock Partner . Duty to accommodate Employment Group DLA Piper Toronto

Global Employment November 2015 14 Employment statutes in Canada

CURRENTLY SPEAKING . Health and safety . Occupational health and safety . Workers’ compensation

Karen Bock Partner Employment Group DLA Piper Toronto

Global Employment November 2015 15 Common law

CURRENTLY SPEAKING . “Wrongful dismissal” and reasonable notice of termination . “Constructive dismissal”

Karen Bock Partner Employment Group DLA Piper Toronto

Global Employment November 2015 16 Contract: individual employment agreements CURRENTLY SPEAKING . Individual contract is valid only for non-union employees . Employers can set terms regarding: . Term of employment

Karen Bock Partner . Probationary period Employment Group DLA Piper . Hours of work and overtime Toronto . Vacations . Benefits . Confidentiality and intellectual property agreements . Policies (use of electronic resources, privacy…) . Termination entitlements . Variable compensation: bonuses, profit sharing, commissions… . Transfers, relocation, place of employment . Performance management . Arbitration vs. litigation Global Employment November 2015 17 Sale/purchase of a business in Canada

CURRENTLY SPEAKING . “Successor employer” laws . Purchaser inherit various employment-related liabilities and obligations from seller:

Karen Bock . Termination costs of seller’s employees Partner Employment Group DLA Piper . Seller’s employment standards violations Toronto . Seller’s workers’ compensation liabilities and costs . Collective agreements between seller and its unions . Union bargaining rights

Global Employment November 2015 18 Contact: Karen Bock

CURRENTLY SPEAKING Karen Bock is a partner in the Employment at DLA Piper’s Toronto office. Karen has a general management-side labour and employment law practice. Karen advises public and private-sector employers on matters, such as employment standards, arbitrations, wrongful dismissal Karen Bock actions, human rights complaints, workplace safety and Partner Employment Group insurance matters. DLA Piper Toronto, Canada Karen received her LL.B. from the University of Toronto in 2000. E: [email protected] T: +1 416 365 3523 Previously, she earned her B.A. (Hons.) from the University of Suite 6000, 1 First Canadian Winnipeg. She also earned an M.A. and Ph.D. in English Place PO Box 367, 100 King St W, Toronto, ON, Literature from Brown University and taught for some years at M5X 1E2, Canada Wesleyan University in Connecticut.

Global Employment November2015 19 Employment considerations in Mexico

CURRENTLY SPEAKING . Legal framework . Mexican Constitution . Mexican Federal Labor Law

María Ríos Partner Employment, Corporate and Finance DLA Piper Mexico City

Global Employment November 2015 20 Employment considerations in Mexico

CURRENTLY SPEAKING . General principles . Free choice of employment . Job stability . Indefinite term María Ríos Partner . Determined term Employment, Corporate and Finance DLA Piper . Trail periods Mexico City . Training periods

Global Employment November 2015 21 Employment considerations in Mexico

CURRENTLY SPEAKING . Key element . Subordination

María Ríos Partner Employment, Corporate and Finance DLA Piper Mexico City

Global Employment November 2015 22 Employment considerations in Mexico

CURRENTLY SPEAKING . General provisions and minimum benefits . Working hours . Days off

María Ríos . Salary Partner Employment, Corporate and Finance . Holidays DLA Piper Mexico City . Vacation . Profit sharing . Year-end bonus . Seniority premium

Global Employment November 2015 23 Employment considerations in Mexico

CURRENTLY SPEAKING . General Provisions and Minimum Benefits (continued) . Social security . Pension plan and retirement (SAR) María Ríos Partner Employment, Corporate . Training program and Finance DLA Piper Mexico City . Housing program . Unions

Global Employment November 2015 24 Employment considerations in Mexico

CURRENTLY SPEAKING . Termination of the labor relationship . Resignation . Payment of proportional parts . Termination without cause María Ríos Partner Employment, Corporate . Termination payments and Finance DLA Piper . Proportional parts Mexico City . Seniority premium . Severance . Rescission by the employee . Payments . Proportional parts . Seniority premium . Severance

Global Employment November 2015 25 Employment considerations in Mexico

CURRENTLY SPEAKING . Employment substitution . Employee mobility . Discrimination

María Ríos Partner Employment, Corporate and Finance DLA Piper Mexico City

Global Employment November 2015 26 Contact: María Ríos

CURRENTLY SPEAKING María Eugenia Ríos is legal counsel for Mexican and foreign companies dealing with corporate and employment matters. Within her experience, she has negotiated with governmental and private parties, and provided legal structuring and documentation on acquisitions with respect to employment issues, such as substitution of employment, terminations due to María Ríos Partner redundancies, etc. Her work involves preparation of Employment, Corporate and Finance employment agreements; negotiation of collective bargaining DLA Piper Mexico City agreements with unions; structuring the model for the hiring of

E: [email protected] labor force; negotiation and drafting of outsourcing agreements; T: +52 55.5261.1805 and the negotiation and drafting of termination of employment Paseo de los Tamarindos No. 400 B, Piso 2, Bosques relationships. de las Lomas, Mexico City, 05120, Mexico María is trilingual (English, Spanish and French). She graduated from the Escuela Libre de Derecho in Mexico City.

Global Employment November2015 27 An employer’s guide to Brazil

CURRENTLY SPEAKING . Overview . Sources of employment law . Types of employment

Priscila Lago . Wages and benefits Partner Employment Campos Mello . Unionization Advogados* São Paulo . Discrimination, harassment and retaliation

*Campos Mello Advogados is an independent law firm in Brazil.

Global Employment November2015 28 Sources of employment law

CURRENTLY SPEAKING Legislative branch – main sources . Federal Constitution/Brazilian labor code . Sparse Law (i.e., commissions, salesman, engineers, etc.) Judicial branch: case law Priscila Lago Partner Employment . Supreme Federal Court Campos Mello Advogados São Paulo . Superior Labor Court . Regional labor courts (24) Collective bargaining agreements Contracts . Offer letters, employment agreements, company policies and usage/regular practices

*Campos Mello Advogados is an independent law firm in Brazil.

Global Employment November2015 29 Types of employment

CURRENTLY SPEAKING Indefinite term employment agreement – RULE . No specified term - may be terminated without a cause, at the will of either the employer or employee upon notice. Termination for a cause is admissible but restricted by law Employment for a term – EXCEPTION Priscila Lago Partner . Services whose nature or time frame justifies setting forth a term Employment Campos Mello Advogados* . Transitory business activities – up to 2 years São Paulo . Probationary contracts – up to 90 days Temporary workers – EXCEPTION . Transitory replacement of regular personnel (to replace a regular employee who is on leave, for instance) – up to 9 months (including extension requests) . To support a company that is facing an extraordinary increase of services level/demand (commerce companies at Christmas time, for instance) – up to 6 months (including extension requests) *Campos Mello Advogados is an independent law firm in Brazil.

Global Employment November2015 30 Main statutory labor rights

CURRENTLY SPEAKING . Minimum wage (by law and CBA) . Maximum limit of 8 worked hours per day and 44 per week (others may apply) . 30 days paid vacation plus 1/3 vacation bonus . FGTS – Seniority Fund Priscila Lago Partner Employment . Christmas bonus (13th salary) Campos Mello Advogados* São Paulo . Prior notice from 30 to 90 days . Fine of 40% calculated on FGTS in case of termination without a cause . Paid weekly rest . Additional payments for overtime, night work, risk or hazardous work conditions, work on holidays or on weekly rest, temporary relocation with change of residence . Others provided by CBA

*Campos Mello Advogados is an independent law firm in Brazil. Global Employment November 2015 31 Unionization

CURRENTLY SPEAKING . Union representation is mandatory – all companies and workers of the same economic sector are represented by the same union . The employees, separated by the sector where they work, are called the “professional category.” Employers Priscila Lago Partner Employment form what is called the “economic category” Campos Mello Advogados* São Paulo . Every year, the employees' and employers' unions usually enter into a collective negotiation and execute a CBA. This CBA set forth salary increase as well as other labor rights. This convention is not restricted to one company, it is valid for all companies in the industry or section represented by the unions . The collective conventions and the collective agreements cannot supersede the rights set forth by law, which are mandatory and cannot be disposed of by the parties *Campos Mello Advogados is an independent law firm in Brazil. Global Employment November 2015 32 Discrimination, harassment and retaliation

CURRENTLY SPEAKING . Federal Law stipulates that discrimination based on gender, origin, race, color, marital status, family situation or age is forbidden when hiring, paying or defining the duties of Brazilian workers . Brazil is a signatory of ILO Conventions No. 100 (equal pay for

Priscila Lago men and women); 111 (discrimination in employment and Partner Employment occupation); 159 (rehabilitation and employment of persons with Campos Mello Advogados* disabilities, which protects and promotes equality and full São Paulo participation of people with disabilities); and 98 (which prohibits discrimination in collective labour relations) . An employer may be liable for any unlawful discriminatory actions of its employees committed in the course of their employment. Employer are also potentially liable for third party harassment on the basis that the employer is responsible for maintaining a harmless working environment . Sanctions for breach include reinstatement, back pay, and moral damages *Campos Mello Advogados is an independent law firm in Brazil. Global Employment November2015 33 Contact: Priscila Lago

CURRENTLY SPEAKING Priscila Lago is a partner in the Labor practice of Campos Mello Advogados. She is based in São Paulo. She concentrates on Brazilian labor and social security law (litigation and consultancy), with a focus on collective labor matters and union relations. She provides legal assistance in negotiations and collective matters such as negotiation of profit sharing plans, collective bargaining

Priscila Lago agreements, roundtables, strikes, collective dismissal, restructuring Partner process, mediations and labor disputes involving unions and labor Employment Campos Mello Advogados* authorities. São Paulo

E:[email protected] Priscila works in reference cases for leading energy, infrastructure and T:+55 11 3077 3552 technology companies. She also participates in collective negotiations Av. Pres. Juscelino Kubitschek, 360 - 10th floor and labor disputes. Vila Nova Conceição - São Paulo SP - Brazil 04543-000 Priscila speaks Portuguese and English. She joined Campos Mello Advogados as a partner in September 2014.

*Campos Mello Advogados is an independent law firm in Brazil. Global Employment November2015 34