1. INTRODUCTION
(1.1.) This Code of Ethics and Conduct aims to determine the values, principles and standards that must govern the behavior and actions of each of the employees and directors of ADDERS UP SL (ADDERS UP) (hereinafter referred to generically as the entity) as well as the members of its management body1. Ethical behavior goes beyond of formal compliance with the law, therefore any person who agrees to work for ADDERS UP SL (ADDERS UP), accepts the commitment to act correctly. Likewise, this Code will also be applicable to its business partners, clients and suppliers, to the extent that the values, principles and standards contained in this Code may be applicable to them. ADDERS UP SL (ADDERS UP) will promote that business partners develop and implement ethical programs consistent with our values and principles.
(1.2) The values that guide the work of ADDERS UP SL (ADDERS UP) are the following:
People orientation: the company's main asset is people: customers, employees and suppliers. Treating everyone with dignity, valuing their contributions to achieving human and business success, will be important. a priority for the company.
Integrity: Promote a culture of integrity, honesty and respect for legality and ethical norms and standards, and this both with regard to the interests of ADDERS UP SL (ADDERS UP) as well as other interest groups.
Environmental responsibility: Sustainability, respect for the environment and reducing the environmental footprint is a commitment that cannot be postponed because everyone has a common responsibility in the development of present and future generations. future.
(1.3) ADDERS UP SL (ADDERS UP) will promote Knowledge of the Code among employees and the subjects described above so that their actions are governed by the principles and values on which this Code is based. The proper application of the Code requires knowledge by employees and managers of its content, its complementary developments (policies and procedures) and those relevant legal provisions that are applicable to the activities that They are developed as a consequence of their functions in the entity.
Any doubt about the interpretation or content of the Code or that refers to how to resolve situations not specifically described in it, must be resolved. be clarified with the Committee of Compliance, with the corresponding hierarchical superior or, where appropriate, with the administration body. (1.4) Without prejudice to any other responsibility that may arise, failure to comply with the criteria and guidelines for action contained in the Code may motivate the adoption of disciplinary sanctions that are applicable in accordance with the provisions of the Code. provided for in the corresponding labor legislation. Specifically, violations of the rules of conduct contemplated in this Code are serious violations.
2. SCOPE OF APPLICATION AND ACCEPTANCE
2.1. SUBJECTIVE SCOPE OF APPLICATION
(1) This Code of Conduct shall be enforced. of application to the following persons, whether physical or legal, as the case may be:
1st.- EMPLOYEES, regardless of the contractual modality that determines their employment relationship, position they occupy or the geographical area in which they perform their work.
2º.- DIRECTORS. The following are considered to be: a) those who have Senior Management employment contracts; b) the Corporate Director; c) those who are expressly determined by the administrative body.
3rd.- MEMBERS OF THE ADMINISTRATION BODY of the company, regardless of the composition, form and operating regime of the body in question. p>
4th.- CUSTOMERS AND SUPPLIERS to the extent that it may be applicable to them and provided that ADDERS UP SL (ADDERS UP) has the capacity to make it effective through accession.
(2) The subjects referred to in sections 1 to 4 above will be jointly referred to as the "Obligated Subjects". The set of natural and legal persons included in the subjective scope of application sand will be called “Recipients” of the Code.
2.2. ACCEPTANCE AND COMPLIANCE
(1) ADDERS UP SL (ADDERS UP) will adopt The necessary measures will be taken to make effective the set of values, principles and standards that make up this Code, disseminating its content among the recipients and resolving any doubts that its application may generate. To this end, it will ensure, to the extent possible, that the obligated subjects and the rest of the recipients commit to its compliance, so that said values, principles and standards, together with the regulations applicable in each case, govern the performance of their activities within the entity or their commercial or institutional relationships with it.
(2) No one, regardless of their position in ADDERS UP SL (ADDERS UP), is liable. authorized to request a recipient of the Code of Ethics and Conduct to contravene what is established therein. No obligated subject may justify conduct that violates the Code or bad practice based on a superior order or ignorance of the content of the Code.
(3) The content of the Code of Ethics and Conduct will prevail. over that of those internal rules (including verbal orders that could be given by a hierarchical superior) that could contradict it, unless they establish more demanding requirements of conduct.
(4) The application of the content of this Code, in no case, may give rise to the violation of the applicable legal provisions. If such circumstance is appreciated, the contents of the Code must comply with the provisions of said legal provisions
(5) This Code does not modify the existing employment relationship between the entity and its employees, nor does it create any right or contractual link, but it assumes that the rules of action indicated comprise the way in which the employment relationship has to be provided.
(6) The entity does not tolerate the commission of any criminal act by any employee or manager, or member of its governing body, nor when its commission is carried out by third parties. with the intention of directly or indirectly benefiting the entity.
The entity will endeavor to In doing, not only what is legal, but also what is right, precisely for this reason it will not allow that no crime be carried out in our name.
2.3. RESPONSIBILITY FOR COMPLIANCE WITH THE CODE OF CONDUCT.-
(1) All managers have the following obligations:
a) Communicate the Code of Ethics and Compliance to the teams.
b) Lead its compliance through example.
c) Support their teams in ethical dilemmas that may arise at any time.
d) Correct deviations detected in compliance with the Code.
e) Establish in a timely manner mechanisms that ensure compliance with the Code in their areas of responsibility.
f) Report on processes and actions contrary to the provisions of this Code.
(2) All employees are subject to compliance with the following obligations:
a) Know the Code of Ethics and Conduct and make decisions in accordance with these principles and the policies that emanate from them.
b) Additionally, they must immediately communicate in a responsible manner any indication of the existence of processes and actions that contravene the provisions of this Code.
c) Collaborate in investigations and audits.
d) Failure by managers and employees to comply with the Code of Ethics and Conduct and the rules derived from the development of specific policies, duly communicated, could lead to the opening and initiation of internal corporate investigation procedures established by the management body, even leading to disciplinary dismissal.
3. ETHICAL AND RESPONSIBLE BEHAVIOR (RULES OF CONDUCT)
3.1. GENERAL PRINCIPLES
(1) All Obligated Subjects are responsible for knowing and complying with the laws applicable to their function according to their scope of responsibility and place of work, and must fulfill their functions and obligations with full respect for the established procedures. in the sectors of their activity.
(2) In case of doubt, the Obligated Subjects may obtain help regarding of the way to comply with the content of this Code and the rest of the rules that are applicable through his hierarchical superior or, where appropriate, through the Committee. Compliance.
(3) Failure to comply with these regulations could give rise to legal liability that may arise, without prejudice to the corresponding disciplinary actions, including dismissal. (4) In addition to compliance with this Code and the rules applicable in each case, all Obligated Subjects must demonstrate ethical behavior at all times in all their professional actions and avoid any conduct that, even ;n without violating the law, it could harm the reputation of the entity and negatively affect its interests, reputation and public image (such as the inappropriate use of social networks).
3.2. RESPECT FOR THE LAW
In the development of their professional duties, no Obligated Subject will collaborate with will knowingly engage with third parties in violation of any national or international law, nor will it cooperate with with them in actions or omissions that compromise the principle of legality or that could, if known, damage the reputation of the entity.
3.3. HONESTY
(1) The Obligated Subjects must be honest in all negotiations in which the entity's interests are at stake and will comply with the commitments made.
(2) The Obligated Subjects will avoid, or where appropriate will declare, any conflict of interest that exists due to which they may put personal priorities before the collective ones and will behave with rectitude, without seeking in any way. In the case of his own benefit or that of third parties through the proper use of his position or contacts in ADDERS UP SL (ADDERS UP), so that it favors him or a third party over others, failing to comply with his obligations in the acquisition. n or sale of goods or in the hiring of professional services.
(3) Likewise, they will protect the confidentiality of the information of the entity that has been entrusted to them, as well as such as that relating to clients, shareholders, employees or suppliers.
3.4. INTEGRITY
(1) ADDERS UP SL (ADDERS UP) is subject to a strict policy of not accepting or offering gifts or donations, neither in kind nor in cash. It is conduct contrary to the Code of Ethics and Conduct, and may even be criminal, to offer gifts, invitations or gifts to third parties (whether they are officials or not) with the intention of influencing them to carry out their functions. dishonestly or under more favorable conditions than the other clients, or to thank them for having acted in this way even if they had not previously suggested it to them, or in general so that they act contrary to current legislation. p>
(2) Knowledge of any conduct that may be contrary to the standards of ethical and responsible behavior will be disclosed. immediately notified through the complaints channel to the Committee. Compliance.
(3) Exceptionally, obligated subjects may accept gifts, invitations, hospitality services or other types of incentives that do not exceed usual, social or courtesy uses, and are related to the commercial activity.
(4) The commercial company will not carry out donations in cash or in kind, of any kind, to political parties, organizations, movements, entities, whether public or private, whose activity is clearly linked to political activity ;ethics.
(5) The right of employees and managers to exercise freedom of expression and to participate in political activities is recognized, but as long as they do not interfere with professional performance or represent a conflict of interest. In no case will the resources or facilities of the organization be used to support personal political activities.
(6) Sponsorship actions carried out in accordance with current legislation are excluded from these prohibitions.
4. COMMITMENT TO EMPLOYEES
4.1. Human rights
(1)ADDERS UP SL (ADDERS UP) considers that the Obligated Subjects are essential collaborators to meet the business objectives and the creation of quality employment in an environment that is committed to training and professional development. and the promotion of diversity of abilities, cultures, beliefs and nationalities, all under equal conditions and der facts and with an express rejection of any form of workplace harassment. Therefore, relationships between all employees must always be based on respect for the dignity and non-discrimination of people.
(2) The entity recognizes that the principle of equal treatment and opportunities for Employees, regardless of their race, color, nationality, ethnic origin, religion, gender, political orientation or sexual, marital status, age, disability or family responsibilities, is an inspiring principle of Human Resources policies and will be applied both the hiring of employees and training, career opportunities, salary levels as well as as the other aspects of the employment relationship of the Employees.
(3) In no way will it be prevented nor will it limit the exercise of the rights of association, union and collective bargaining within the framework of the regulations governing each of these fundamental rights.
(4) ADDERS UP SL (ADDERS UP) will respect and will encourage human rights. Recognizes that human rights are fundamental and universal rights, and must be interpreted and recognized in accordance with practical international laws, in particular, the Universal Declaration of Human Rights of the United Nations and the principles proclaimed by the Organization. Labor International.
4.2. Professional development
(1) ADDERS UP SL (ADDERS UP) will promote the personal and professional development of its Employees, encouraging their involvement in improving their own capabilities and competencies. Policies and actions related to the selection, hiring, training and internal promotion of employees must be based on clear criteria of capacity, competence and professional merits. It will be The internal promotion of Employees will be taken into account to cover the positions that are appropriate in each case.
(2) Employees will be informed of the policies for evaluating their work and will actively participate within the framework of the management processes articulated to improve their work, initiative and dedication. .
4.3. Commitment to people's safety and health
(1) ADDERS UP SL (ADDERS UP) will ensure to guarantee a safe and healthy work environment for Employees, adopting all reasonable measures to maximize the prevention of occupational risks. In addition, the entity will facilitate the necessary means for due compliance with the measures deemed appropriate to prevent occupational risks.
(2) All Employees will be responsible for maintaining their workplace, following health and safety rules and practices.
(3) It will constitute non-compliance with this Code, the performance by any employee of the entrusted functions, without respecting the occupational risk prevention measures provided for their job and the non-use of the PPE provided to them. been provided when required. In addition, the entity will facilitate the necessary means for due compliance with the measures deemed appropriate to prevent occupational risks.
(4) It is The consumption of alcoholic beverages during work hours is prohibited, to the extent that their intake may threaten safety and productivity in the work environment and the maintenance of the professionalism and responsibility of the Employees.
Drug use is totally prohibited in the facilities of ADDERS UP SL (ADDERS UP)
4.4. Commitment to workplace harassment
(1) ADDERS UP SL (ADDERS UP) rejects any type of harassment at work (abuse of authority, physical or psychological harassment, sexual harassment, as well as any other conduct that may generate an environment of intimidating, offensive or hostile work for people) considering it unacceptable and intolerable; and will not allow behaviors or organizational factors that reveal harassing behavior in the workplace.
(2) It will constitute Failure to comply with this Code may constitute a serious infraction or even a crime, any harassing behavior, expressly including uttering expressions of an insulting, offensive, defamatory, or degrading nature, with respect to other colleagues - whether whether directly or indirectly-, and whatever the means used -verbal, SMS, WhatsApp, email, etc.- or adopts inappropriate conduct that prevents the normal conduct and performance of work.
5. COMMITMENT TO THIRD PARTIES
5.1. COMMITMENT TO CUSTOMERS
(1) The entity considers customer satisfaction a priority. Consequently, efficiency in processes and transparency in action, as well as such as the offering of clear and truthful information, and the provision of treatment that guarantees the quality of customer service, must be ends in themselves. same for all employees of ADDERS UP SL (ADDERS UP).
(2) All means will be taken to ensure that the products offered do not entail health risks, taking appropriate actions to resolve them.
5.2. COMMITMENT TO SUPPLIERS
(1) The entity will be related with suppliers of goods and services in an ethical and lawful manner; will select only suppliers whose business practices respect human dignity, do not violate the Law and do not endanger the reputation of the company.
(2) Every supplier must be operating in strict compliance with current legislation. They must respect compliance with internationally recognized Human Rights and ensure that they do not defraud or abuse these rights within their business operations, nor within their own organizational structure.
(3) Every supplier must promote and respect the following principles:
a) Eliminate all forms of child labor.
b) Eradicate any type of forced or coerced labor.
c) Avoid discrimination in any type of job.
d) Respect the maximum work schedules and established minimum salaries.
e) Guarantee that its employees carry out their work under safety and hygiene standards.
f) Respect the rights of employees to associate, organize or bargain collectively without suffering any kind of sanction.
g) Obtain and maintain environmental permits for the operation of your company if required. Likewise, in the event that your operations generate waste, this must be supervised, controlled and treated in the manner in which the corresponding legislation indicates.
(4) Suppliers will be responsible for ensuring that subcontracted companies work under the standards promoted by this document and within the corresponding legal framework.
(5) Suppliers must maintain a preventive approach oriented to the challenge of environmental protection, adopting methods that benefit greater environmental responsibility and favor the development and dissemination of environmentally friendly technologies. the environment.
(6) Every supplier must avoid being a participant in any type of corruption, extortion or bribery that could affect the principles of fair trade or lead to public scandals in which the entity could be affected. Every supplier accepts that their participation in any of the indicated events is cause for immediate termination of the contract that unites them with ADDERS UP SL (ADDERS UP) without being able to claim any compensation as a consequence. p>
(7) ADDERS UP SL (ADDERS UP) will assess the positively to those suppliers who express their commitment to the principles promoted in this Code of Ethics and Conduct through their acceptance and compliance. Likewise, and apart from what is stated in the previous paragraph, ADDERS UP SL (ADDERS UP) reserves the right to terminate its contractual relationship with those suppliers who commit repeated or serious breaches of the Code. being able to claim compensation for damages (including moral damages, if applicable).
(8) ADDERS UP SL (ADDERS UP) will seek extend the content of this Code of Conduct to its suppliers by incorporating the Code itself into the contracts it enters into with them.
6. COMMITMENT TO THE ASSETS, KNOWLEDGE AND RESOURCES OF THE ENTITY
6.1. Protection of personal data
(1) The entity will ensure for the protection of personal data that is stored and exchanged during the daily activity in the development of social businesses to the extent that said protection is a priority to achieve a maximum level of quality in the development of the corporate purpose. . For this reason, all managers and employees must always respect the law and the legislation on protection of personal data. In order to comply with the above, training policies will be adopted.
(2) It will constitute non-compliance with this Code, without prejudice to the possible criminal liability that may arise, the discovery or disclosure of personal information (for example: bank account numbers, personal data such as dates of birth, anniversaries , addresses, telephone numbers...) of other employees, clients or suppliers and of which there is knowledge only due to the work and function performed in the entity.
6.2. Proper use of computer tools
(1) Employees will use computer tools (email, intranet, internet, telephones...) in conditions consistent with the development of the position and the functions they perform. they perform. They will not be used abusively, nor for personal benefit for actions that could affect the reputation or image of the entity.
(2) Employees may only access computer systems that are being accessed. authorizing and with the appropriate licenses. It will not install, it will use or distribute no type of software that could affect the security of the systems, nor may unauthorized copies be made or actions that allow the entry of computer viruses.
(3) It will constitute A serious breach of this Code is the infringement of the measures provided for in the security document relating to computer tools (by way of example: revealing the keys and passwords for access to one's own computer equipment or from third parties, which may lead to very important information leaks, downloading programs or software that may contain elements that damage operating systems, access to websites of dubious reputation, unauthorized copying of files or archives; contained in the company's USB terminals or sent in an unauthorized manner to a personal computer).
(4) Communications that may be made through computer tools (including, especially, corporate email) must not contain offensive or defamatory statements. The user of any computer or communication medium that is property of the entity may not disseminate or transmit illegal, sexist, abusive, defamatory, obscene, racist, offensive, pornographic information, or any type of offensive information or information not authorized by Law, whether through photographs, texts, advertising banners or links to external pages: you will not be able to use them either. publish, transmit, reproduce, distribute or exploit any other component that is harmful to the integrity of computer systems or that may infringe intellectual property rights; Likewise, they may not publish or provide material or access to resources on hacking, cracking or any other information that ADDERS UP SL (ADDERS UP) considers susceptible, even potentially, to compromising. the security or integrity of computer systems.
6.3. Protection of confidential information
(1) Both employees and managers must maintain the strictest professional secrecy and keep confidentially all the information they handle in the course of their professional work. (2) In any case, the following rules will apply regarding the handling of confidential information:
a) All information will be protected and maintained strictly confidential. It will not be used, totally or partially, for a purpose other than that to which the obligated subject was assigned based on his work.
b) Confidential information will only be disclosed. used by the obligated subject for the purposes assigned to him in accordance with his employment contract or the relationship that links him with the entity. In the event that the obligated subject requires the assistance of a third party to the entity and it is necessary to reveal the confidential information, the necessary measures will be adopted so that the information is duly protected, signing a document of approval for this purpose. confidentiality.
c) The obligated subject will not disclose, directly or indirectly, the information to third parties other than those referred to in the previous section.
d) The obligated subject will notify, as soon as possible, any incorrect treatment or use of confidential information, cooperating with the entity in order to protect said information.
e) No obligated subject will keep information about the entity on private computers or other means not provided by the company itself.
f) In the event that the obligated subject had to take the information outside the facilities of the entity to carry out work tasks or those that are inherent to their relationship with it, they must return said information once the tasks carried out outside the facilities have been completed.
6.4. Misappropriations of assets
The entity makes available to its employees the necessary resources to carry out their professional activity. Misappropriation and inappropriate use of these assets will be criminally prosecuted.
7. OBLIGATIONS REGARDING FRAUDULENT OR UNETHICAL PRACTICES
7.1. Information manipulation
(1) The falsification or manipulation of information, or the deliberate use of false information constitutes unlawful conduct and in many cases a crime. The entity assumes an operating principle of information transparency, understood as the commitment to transmit reliable information to the markets, both financial and of any other nature. In this way, the company's economic and financial information, both internal and external, will reflect the company's economic and financial information. faithfully presents its economic, financial and patrimonial reality in accordance with generally accepted accounting principles.
(2) Obligated subjects must transmit the information in a truthful, complete and understandable manner. Under no circumstances will they knowingly provide incorrect, inaccurate or imprecise information. In this sense, managers and employees will refrain from:
a) Keep a record of operations in non-accounting media not recorded in official books.
b) Record non-existent expenses, income, assets or liabilities.
c) Make entry entries in the accounting books with incorrect indication of their purpose.
d) Use false documents.
e) Deliberately destroying documents before the legally stipulated period in each case
(3) It will constitute Non-compliance with the Code is the carrying out of commercial operations that are not accounted for, the recording of expenses not incurred, and/or making accounting notes with concepts that do not correspond to reality.
7.2. Bribery, corruption, illegal commissions and influence peddling
(1) It is Any practice of corruption, bribery or payment of commissions in all its forms is prohibited, whether through acts or omissions or through the creation or maintenance of favorable or irregular situations with the objective of obtaining some benefit or usefulness for the entity.
(2) The obligated subjects will refrain from making payments in order to facilitate or expedite procedures consisting of the delivery of money or goods in kind, regardless of the amount, in exchange for ensuring or expediting the course. of a procedure or action before any judicial body, public administration or official body.
(3) It is It is prohibited to exercise any type of influence (direct, indirect, through third parties) on any official or authority derived from the personal relationship of any obligated subject.
7.3. Money laundering and payment irregularities
(1) The Employees of ADDERS UP SL (ADDERS UP) will pay special attention to cash payments that are unusual considering the nature of the operation, those made by checks to bearer or those carried out in currencies other than those previously agreed upon, communicating through the channels and procedures established in this Code of Ethics and Conduct those that it understands to be irregular. Cash payments for amounts greater than 1,000 euros (or its equivalent in foreign currency) will not be accepted; nor payments for a lower amount in 500 euro bills.
(2) Those payments in which the payer or beneficiary is a third party not mentioned in the corresponding contracts will also be notified, as well as such as those made in accounts that are not usual in relationships with a specific entity, company or person.
8 ORGAN IN CHARGE OF COMPLIANCE REGULATORY IN THE FIELD OF CRIMINAL RISKS
(1) The body in charge of compliance with both the Code of Ethics and Conduct and the criminal risk prevention model is the Committee of Compliance (CC) by express delegation of the Board of Directors of the entity.
(2) The CC will be It will be made up of three members: the person responsible for internal legal advice (who will act as President), a member of the administrative body (who will act as Vocal), and an external professional. (who will act as secretary) who must prove sufficient legal knowledge and practical experience as a criminal lawyer of a minimum of 10 years.
(3) The CC will raise an annual report to the administrative body on the evolution of the criminal risk prevention policy. The administrative body will evaluate and will supervise The criminal compliance management system will be reviewed at least once a year, unless some circumstance makes it advisable to shorten said period.
(4) The CC will be The person responsible for proposing to the administrative body any policies necessary for the development of the Code of Ethics and Conduct and, in general, for effective management of criminal risks.
(5) In any case, the ultimate responsibility for supervising the correct execution of the Compliance Program corresponds to the organization's management body.
9. COMPLAINT PROCEDURE
(1) All directors, managers and employees of ADDERS UP SL (ADDERS UP) have the obligation to comply with and contribute to compliance with the criminal compliance system. That is why, not only do they have to know their Code of Ethics and Conduct to make their decisions in accordance with these principles and the policies that emanate from them, but they must responsibly communicate any indication of existence of processes and actions that contravene the provisions of that system.
(2) For these purposes, the organization has created a complaints channel that is open to the public. It is available to all workers, managers, clients, suppliers (and even third parties outside the organization), and which they can access when they have direct evidence of the existence of an act constituting a crime carried out by any worker, manager, legal representative or attorney-in-fact of the entity, which may generate criminal liability for the entity, or which involves behavior contrary to the ethical principles contained in this Code of Ethics and Conduct.
You may report this fact through the following means:
Email: info@addersup.io
Following postal address: ADDERS UP SL (ADDERS UP), Paris Street, no. 188, CP 08036, Barcelona, Spain. to the attention of the Committee Compliance.
(3) The complaints management procedure will ensure anonymity, confidentiality in all its phases and non-retaliation. Specifically, they will be subject to the following principles: (i) confidentiality, (ii) respect for the people involved, and (iii) guarantee for the people who report.
10. VALIDITY
This Code of Ethics and Conduct shall enter into force. effective March 30, 2022.
PROCEDURES FOR NON-COMPLIANCE AND IRREGULARITIES
I. General considerations
(1) All employees of the organization have the obligation to comply with and contribute to compliance with the criminal compliance system. That is why, not only do they have to know their Code of Ethics and Conduct to make their decisions in accordance with these principles and the policies that emanate from them, but they must responsibly communicate any indication of existence of processes and actions that contravene the provisions of that system.
(2) For these purposes, the organization has created a complaints channel that is open to the public. It is available to all workers, managers, shareholders, clients, suppliers (and even third parties outside the organization), and which they may access when they have direct evidence of the existence of an act constituting a crime committed. carried out by any worker, manager, legal representative or attorney-in-fact of the entity, which may generate criminal liability of the entity, they may report it to through the following ways:
Email: info@addersup.io
Following postal address: ADDERS UP SL (ADDERS UP), Paris Street, no. 188, CP 08036, Barcelona, Spain. to the attention of the Committee Compliance.
(3) Without prejudice to the existence of the complaints channel, every employee must ensure the integrity and reputation of the company. And in the event of a possible breach of the Code of Ethics and Conduct, these events may also be communicated to the hierarchical superior, so that this person can immediately forward the information received to the Committee. of Compliance. Although it is advisable to centralize the information through the complaints channel, incidents reported through other means that come to the attention of the Committee will not fail to be attended to and investigated. Compliance.
II. Basic operation of the complaints channel
(1) Without prejudice to the detailed operation of the complaints policy contained in the document "Procedures for the investigation of non-compliance and irregularities", any complaint must be be carried out in good faith and contain sufficient background information to allow an investigation to begin.
Communication “in good faith” It assumes that all the information available is provided honestly, completely and accurately, even if it is later verified that it was wrong. Information provided “in bad faith” it is subject to disciplinary measures.
(2) Complaints should, to the extent possible, contain the following information:
Identity of the people from the entity involved. If specific identification data is not known, the facts that allow his identification will be indicated (position held, place, day and time in which the events occurred).
Approximate date or dates on which the events occurred.
Minimum description of what happened
If evidence is accompanied (documents, photos, videos...), indicate its origin (who took the photographs or recordings, who delivered the documents... )
Data on possible witnesses may be provided, indicating where appropriate the knowledge they have of the facts.
In general, any other circumstance related to the events reported.
(3) Graphically, the general operating scheme of the complaints channel would be as follows:
COMPLAINMENT --> INITIAL FEASIBILITY ANALYSIS --> INTERNAL INVESTIGATION--> PROPOSAL TO THE GOVERNING BODY--> CONCLUSION
(4) The complaints management procedure will ensure anonymity, confidentiality in all its phases and non-retaliation. Specifically, they will be subject to the following principles:
a) Confidentiality: the data and statements made will be examined with strict confidentiality. All people who must know its content are subject to a confidentiality commitment. The complainant's data may only be provided in case of legal requirement, and upon request by the competent authority.
b) Exhaustiveness: the information received about potential breaches of the Code of Conduct (and in general about any policy or procedure related to the criminal compliance management system) will be investigated in detail and completely. to determine the veracity of the reported situation.
c) Respect for the people involved: at all times the rights of those people involved in potential non-compliance will be taken into consideration. Before making assessments on the declared situations, the affected people and/or employees will have the right to provide the reasons and explanations they deem necessary.
d) Rationale: any decision must be be adopted in a reasoned, proportionate, appropriate manner and considering the circumstances and environment of the facts.
e) Guarantee of persons who report: persons who report in good faith (or on the basis of a reasonable belief) unethical acts or acts that violate the Code of Ethics and Conduct (and in general on any policy or procedure related to the criminal compliance management system), who will not suffer retaliation or discriminatory or disciplinary measures of any kind for reporting violations of the criminal prevention policy or for refusing to participate in criminal activities. This guarantee does not extend to cases in which the person in question making the report has participated in the breach. Nor will it be tolerated There will be no retaliation against anyone who collaborates in an investigation into a non-compliance. Any act of retaliation, or the mere threat of retaliation, will be Considered a serious violation of the Code of Ethics and Conduct and subject to disciplinary measures.
ANTI-CORRUPTION POLICY
I. General considerations
(1) This policy develops the basic principles in this matter, in order to establish a guide of conduct for all employees and directors, which serves to prevent, detect, investigate and remedy any corrupt practice within the entity. Unlike other policies, an expository methodology has been used based on questions and answers, and with the exemplification of many assumptions so that its recipients can easily identify the fundamental elements of the duties of behavioral and eacute ;ethical and upright.
(2) Integrity in professional performance is one of the basic principles of action reflected in our Code of Ethics and Conduct, and is manifested in certain duties of action, both by our employees and management, and by our relevant business partners.
(3) As recognized in the Code of Ethics and Conduct, ADDERS UP SL (ADDERS UP) is subject to a strict policy of not accepting or offering gifts, donations, either in kind or in metal. It is prohibited conduct to offer gifts, invitations or gifts to third parties (whether officials or not) with the intention of influencing them to perform their functions dishonestly or under more favorable conditions than other clients, or to thank them. who have acted in this way even if it had not been previously suggested to them, or in general for them to act contrary to current legislation. The obligated subjects may not promise, offer or grant to directors, administrators, employees or collaborators of a commercial company or a company, association, foundation or organization an unjustified benefit or advantage of any nature, for that favors him or a third party over others, failing to comply with his obligations in the acquisition or sale of goods or in the contracting of professional services.
(4) Knowledge of any conduct that could be contrary to this anti-corruption policy will be disclosed. immediately notified through the complaints channel to the Committee. of Compliance. In case of doubt about the permitted or prohibited nature of a conduct, the court will be notified. before the Committee Compliance.
II. Compliance with the anti-corruption policy
(1) If it is If you are ever unsure about how to react to a situation, or if you have concerns about whether certain behavior may be inappropriate or contrary to policy, you should always seek guidance from your line manager or supervisor. Committee Compliance Officer before taking any action. If you observe behavior that concerns you, or that you believe may represent a violation of our policy, please raise the matter immediately with the Committee. of Compliance. Doing so will make it easier. will give the entity an opportunity to evaluate the matter and correct it before it becomes a violation of the law or before it poses a risk to the Company's reputation.
(2) Suspicions of policy violations of a certain importance, such as those that involve high levels of management, significant amounts, or even the commission of acts. criminal offenses must be immediately reported to the Committee. Compliance.
Practical example: a person in the financial area was requested by his superior to proceed with a bank transfer of funds to a personal account of a public official. & uacute; When that person asked him to his superior why was the payment, her superior told her that & ldquo; When he expressed his concerns about whether the event could be illegal, he told her that he didn't care what the policy said and that he took full responsibility if there were any problems with the payment. The person in the financial area is afraid that her superior will retaliate against her if she reports the matter.
How to react: The person in the financial area should immediately report this situation through the complaints channel to the Committee. of Compliance. If you follow your superior's instructions and violate the Anti-Corruption Policy, you would both likely be breaking the law in addition to violating the Policy and the Code of Ethics and Conduct. The Company will protect this person from any retaliation for his or her good faith complaint and will likely sanction & aacute; to the superior.
(3) No employee shall be never sanctioned in any way for refusing to pay bribes or illegal payments. Likewise, your work or economic results will not be evaluated negatively because delays or losses have occurred as a result of your refusal to pay. One element that an employee must have in advance is that they will not have to face situations in which a bribe or an illegal payment is required to process a request.
(4) The Company applies a “zero tolerance” to violations of this Policy. All employees and managers are obligated to uphold the ethical standards of the policy, and must take necessary measures to prevent any violation of the policy. Company employees will be sanctioned and, where appropriate, dismissed in cases of voluntary non-compliance with this policy, including failure to report the existence of violations of which they are aware. In the case of violations of this policy by persons who work for the Company but are not employees of the Company, a penalty may be imposed. terminate the contract or terminate the relationship that unites them with the company.
(5) These infractions may be communicated to the public bodies in charge of investigating criminal acts, when appropriate, in such a way that they can be investigated in a criminal proceeding. Bribery and illegal payments are crimes punishable by imprisonment.
(6) The policy applies to all people who work for ADDERS UP SL (ADDERS UP), regardless of their location, position or category. This includes both employees (regardless of the type of contract they have), as well as managers, members of the Board of Directors, and directors of the various legal entities that are within the scope of the organization. . And it also includes agents or third parties acting on behalf of any of the ADDERS UP SL (ADDERS UP) companies, who must comply with the principles of this policy.
III. Basics
(1) A bribe (or act of corruption) has a precise legal definition. But to understand what It is important that you know that it consists of giving, promising or offering something of value or some advantage, directly or indirectly, to any person, with the purpose of inducing that person or any other person to perform an improper function or activity, or to refrain from acting in the performance of their official duties, or generally with the intention of influencing or rewarding the behavior of another person, and thereby maintaining or obtaining a commercial advantage. It is also a bribe to accept a request made by another person for the same purposes, that is, to act (or not act) improperly, both by the person who accepts the request and by a third. You should never participate in bribery.
(2) The ways in which a bribe or act of corruption can occur are many and diverse: there is no list of behaviors. A bribe may have financial or any other content, and includes giving or receiving money, loans, contributions or donations, trips, offers of employment, reimbursements, bonuses, goods, services or any other product or activity that can be considered to have value. Gifts, corporate hospitality and business invitations may be considered forms of bribery in certain circumstances. Requesting, accepting or offering any hosp sample is not permitted. No matter how small it may be, that could be understood as a form of persuasion or inappropriate influence, that is, as a form of bribery. A bribe may also take the form of an incentive or reward, and may be paid after the improper act (or omission) has occurred. The categories of prohibited conduct also include personal favors. Acts of corruption channeled through personal favors are especially difficult to detect, because they do not consume the organization's resources nor do they take place in the context of its activities. However, they can be ideal for violating the independence of those who receive them and, therefore, they are not at all harmless. Basically, a personal favor can avoid an outlay (for example, using a friend's residential resort or pleasure yacht) or even have access to a good or service that is difficult to obtain under normal conditions (access to a locality). privileged at a concert, or a relevant sports final, for example). Therefore, all people in the organization must become aware that their activities in the private sphere can equally affect the organization, when they are projected onto certain third parties.
(3) The entity does not make distinctions between public officials or individuals with respect to bribery. Bribery is not prohibited. allowed regardless of the status of the recipient. Although you should never offer or accept bribes from anyone, you need to be particularly vigilant not to engage in any bribery, bribery, or improper dealings with public officials. Do not offer, give, promise or authorize anything of financial value or any other advantage to anyone (including a family member, relative or person associated with a public official) if the circumstances appear to indicate that you are seeking influence. of the public official to obtain or maintain business, or some competitive advantage.
1. Who is a “public official”?
A public official does not have to be someone who works in public administration. Public officials include the following people:
employees or representatives of any administration, public company, government entity anywhere in the world, including high and low-ranking employees. Government entities include, but are not limited to, central banks, sovereign wealth funds, public hospitals, and any other business venture that is owned or controlled by a government entity;
any individual exercising a legislative, administrative or judicial function, whether by appointment or election; • any candidate or holder of a public office;
any position of a political party;
any official, employee, representative or agent of a public international organization, or any person acting in an official capacity for a public international organization such as the United Nations United Nations or the World Bank, the International Civil Aviation Organization, the North Atlantic Treaty Organization, Interpol...; any member of the royal family; and
any child, husband, relative or siblings or any other family relationship or analogous to those mentioned above. It is your responsibility to know if the person you are with is safe. The person trying is a public official. If in doubt, consult with the Committee. Competent Compliance Office.
2. Influencing a decision of a public official to gain an advantage.
Bribery is also considered the act of offering something of value or an advantage to a public official to influence some discretionary decision of the official, such as - as an example - the result of an inspection, a decision to award or continue business relations, or the development or approval of any legislation that may directly or indirectly affect the entity. Similar offers made to an individual are also prohibited as long as there are reasons to believe that it is for the benefit (direct or indirect) of a public official. This includes relatives and close friends of the public official.
Practical example: a customs official carries out a routine control of the Company's goods; It is taken upon entry into the country, and subjected to long and complicated inspections. The customs official suggests that the Company make him small payments, or provide him with free products, so that he treats the Company's merchandise the same as he treats to other shipments, refraining from inspecting them.
How to react: do not give money to the official, nor products, nor anything of value. It would be improper and illegal to grant anything of value or any advantage to the public official, even if he is taking advantage of it. unfairly directing against the Company's merchandise by carrying out inspections and controls different from how it acts against other companies.
(4) In relation to dealing with public officials, there are certain rules of behavior that should be known.
You must not offer gifts or hospitality to public officials in exchange for any advantage or favorable treatment, or to influence any management decision, including preventing them from doing anything that could harm the company.
Practical example: The head of the local tax authority where the Company is located. registered as a taxpayer, she asks the company for certain products that can be obtained at service stations (drinks, cookies, toys...) for her son's birthday party in exchange for completing a compliance inspection.
How to react: Politely explain that you are not authorized to provide products or services of the Company, in accordance with the Anti-Corruption Policy and immediately inform the Committee of Compliance.
You may take a public official to a meal, but only if it is reasonable and appropriate. You should not pay for meals for companions of public officials.
Practical example: A mayor is scheduled to attend the opening of a service station. After the opening, a manager intends to take the public official and his companions to the most pleasant restaurant in the city, with no limit as to what they can order to eat and drink, and give them each of them an expensive brand watch.
How to react: It would be inappropriate to organize an expensive meal and provide watches to the official and his companions. The Policy would allow the Company to provide modest gifts (for example, pens or umbrellas), particularly if these include the Company's brand or logo, and provide a meal if the circumstances of the visit justify it (it is reasonable to invite you to eat if an institutional meal is planned, but normally adjusting to a previously fixed menu). The expenses incurred will be accounted for by correctly identifying the concept.
As part of our commitment as good corporate citizens, charitable contributions may be made in certain circumstances. These contributions may consist of goods or services, technical assistance or training, financial support, or event sponsorship. However, particular care must be taken to ensure that the beneficiary entity is a bona fide organization, regulated and supervised such that there is no reason to believe that the entity may operate directly or indirectly to seek the private benefit of any entity. n public official. In the case in which a public official is a director or agent of the charitable entity, or is is otherwise closely associated with the entity, or expressly requests that the Company make contributions to that entity, the Committee must be informed. of Compliance who will advise you about what Consultations or arrangements must be carried out in order to obtain a high level of assurance that the contribution will not be used for a prohibited payment.
Practical example: A high-level public official with whom you deal regularly asks you if the Company can make a donation to children; The blind in an organization in which he participates as a volunteer.
How to react: You should consult with the Committee Compliance Officer who will advise you about what This is what should be done (due diligence) to ensure that the charity is a charitable organization. in good faith and that the contribution will not be used for other purposes.
In relation to payments of fees, public prices, permits and licenses, payments should not be made beyond or give any favor or advantage of any kind to public officials to obtain a permit, license, or any other administrative authorization. This issue sometimes arises when the Company attempts to establish or expand a facility or obtain operating permits. It is not What is known as "facilitation payments" to officials to expedite or ensure compliance with a routine administrative procedure. The payment of public prices, fees and the like are not prohibited by this policy. If you have any questions about whether a fee is allowed to expedite a transaction with an entity, please consult eñ Committee of Compliance. No payments or other advantages should be made to public officials for the purpose of avoiding an inspection, influencing the results of an inspection, or avoiding the imposition of a fine. During an inspection, you must treat the public official with courtesy, but without offering him anything of value or any advantage before, during or after the inspection. Such an offer, even if very small, could be interpreted as the existence of an intention to influence the public official's conclusions regarding the inspection.
(5) The Company must also be liable for bribes paid by third parties acting on behalf of the Company or for bribes paid by employees or other persons performing services for ADDERS UP SL (ADDERS UP). Therefore, you should never Authorize or request any employee or third party to pay bribes to anyone (including public officials), or to receive bribes from anyone. Nor may you supervise any activity of third parties acting on behalf of ADDERS UP SL (ADDERS UP), which you suspect may conflict with this Policy. Precisely to avoid these situations ADDERS UP SL (ADDERS UP) has a specific due diligence policy with business partners.
III. Acceptance of the anti-corruption policy by employees and relevant business partners
(1) All employees must receive a copy of this Policy and be informed that they are required to comply with it, signing Annex A (employees) as acceptance of their obligations. For operational purposes, it will be possible to You may send a copy of this policy via corporate email, but Annex A that certifies its effective receipt must be sent. It must be physically delivered and received completed and signed in handwriting. All employees must sign a statement indicating that they have read and understood the Policy and agree to comply with it. The employee declaration is included in Appendix A. Compliance with this Policy is part of the obligations inherent to your employment contract, in such a way that non-compliance will allow the application of the disciplinary regime provided for in the labor legislation and in the applicable collective agreement when considering disloyalty or abuse of trust in the entrusted efforts.
(2) In relation to the relevant business partners of ADDERS UP SL (ADDERS UP), a commercial relationship should not be established with third parties, unless they accept a contract in which it is established that they do not will allow, request, accept or offer bribes or acts of corruption. The clause to be included in these contracts is included in Appendix B.
IV. Sponsorship actions and community benefits
(1) In accordance with the provisions of the Code of Ethics and Conduct, sponsorship actions carried out in accordance with the law are excluded from the prohibitions on acceptance and/or offering of gifts or donations. in force, and in accordance with the provisions below. Sponsorship activities are also part of corporate social responsibility actions, allowing organizations to promote or contribute to cultural, sporting, scientific events, etc. Since a sponsorship is linked to an activity in concrete, it is a basic premise to verify that it has been developed according to the agreed parameters. Sponsorship will benegotiated, formalized and and will be verified by the organization, avoiding as much as possible the intervention of intermediaries in this process that may harm the transparency and traceability of the sponsorship. In any case, the sponsorship must respond to a substantive activity whose cost is quantifiable and execution measurable. Actions will be taken to recover the amount of sponsorship when it has not been applied to the committed activities or when it has proven impossible to verify this.
(2) The benefits to the community (participation in local festivals or traditional events by financing part of the activities or by providing products or services free of charge or under advantageous conditions) can reach It will be interpreted as a form of donation or sponsorship, with the particularity that it supports activities related to the communities where the entity maintains ties. These behaviors will be permitted as long as the Committee Compliance Department previously analyzed that these are not activities with political content. That is why we must take care of the destination and use of the contributions, preventing them from being used as compensation for past, present or future favorable treatment. There are certain basic precautions in this regard, such as assessing ex-ante the legitimacy, reasonableness and proportionality of the contributions, avoiding giving amounts of money to officials or public entities (or people linked to these groups).
V. Exceptions and registration
(1) Exceptionally, obligated subjects may accept gifts, invitations, hospitality services or other types of incentives that do not exceed usual, social or courtesy uses, and are related to the commercial activity, provided that it is considered that non-acceptance may be considered an act of personal or institutional disregard.
(2) In case of doubt, the to the Committee Compliance Department immediately upon becoming aware of this situation.
(3) In order to ensure that such gifts, invitations, or presents are made in good faith, a certificate will be created. a registry of gifts and invitations that will be It will be under the control of the HR Department, in which the person who makes it, who receives it, as well as the person who receives it will be recorded. as its estimated value. It will be sent information thereof to the administrative body at least once a year.
This record will contain Also all the information regarding sponsorship events and community benefits.