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 managers of the various entities that make up the NUNA GROUP (hereinafter referred to as generically as the entity) as well as the members of its administrative body1. Ethical behavior goes beyond formal compliance with the law, which is why anyone who agrees to work for the NUNA GROUP 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. GRUPO NUNA will encourage business partners to develop and apply ethical programs consistent with our values and principles.
(1.2) The values that guide the work of GRUPO NUNA 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 a priority for the company.
Integrity: Promote a culture of integrity, honesty and respect for legality and ethical norms and standards, both with regard to the interests of Grupo NUNA and other stakeholders.
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.
(1.3) GRUPO NUNA 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 carried out as a consequence of their functions. in the entity.
Any doubt about the interpretation or content of the Code or that refers to the way of resolving situations not specifically described in it, must be clarified with the Compliance Committee, with the corresponding hierarchical superior or, where appropriate, with the body. of administration. (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 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 will apply to the following persons, whether natural or legal, as the case may be:
1º.- EMPLOYEES, regardless of the contractual modality that determines their employment relationship, position they occupy or the geographical area in which they perform their work.
2nd.- DIRECTORS. They have such consideration: a) those who have Senior Management employment contracts; b) the Corporate Director; c) those who are expressly determined by the administrative body.
3º.- MEMBERS OF THE ADMINISTRATION BODY of the company, regardless of the composition, form and operating regime of the body in question.
4º.- CUSTOMERS AND SUPPLIERS to the extent that it may be applicable to them and as long as Grupo NUNA has the capacity to make it effective through membership.
(2) The subjects referred to in sections 1 to 4 above will be jointly called the “Required Subjects”. The set of natural and legal persons included in the subjective scope of application will be called “Recipients” of the Code.
2.2. ACCEPTANCE AND COMPLIANCE
(1) GRUPO NUNA will adopt the necessary measures 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 his or her position in GRUPO NUNA, is authorized to request a recipient of the Code of Ethics and Conduct to contravene what is he is established. No obligated subject may justify conduct that violates the Code or bad practice by relying 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 regulations (including verbal orders that could be given by a hierarchical superior) that could contradict it, unless these establish more demanding behavioral requirements.
(4) The application of the content of this Code, in no case, may result in the violation of the applicable legal provisions. If such a 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 integrate the way in which the employment relationship must 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 strive to do not only what is legal, but also what is correct, precisely for this reason it will not allow any crime to be carried out in our name.
2.3. RESPONSIBILITY FOR COMPLIANCE WITH THE CODE OF CONDUCT.-
(1) All directors 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) Inform about 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 administrative 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 area of responsibility and place of work, and must fulfill their functions and obligations with full respect for the procedures established in the sectors of their activity.
(2) In case of doubt, the Obligated Subjects may obtain help on how to comply with the content of this Code and the rest of the applicable regulations through their hierarchical superior or, where appropriate, through the Committee. of 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 without violating the law, may 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 knowingly collaborate with third parties in the violation of any national or international law, nor will they cooperate 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, 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 in any case seeking their own benefit or that of third parties through the use due to his position or contacts in Grupo NUNA, to favor him or a third party over others, failing to comply with his obligations in the acquisition or sale of merchandise or in the contracting 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 that relating to clients, shareholders, employees or suppliers.
3.4. INTEGRITY
(1) GRUPO NUNA is subject to a strict policy of not accepting or offering gifts or donations, neither in kind nor in cash. It is a 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 in more favorable conditions. favorable than to the other clients, or to thank them for having acted in this way even if they had not previously suggested it, or in general so that they act contrary to current legislation.
(2) Knowledge of any conduct that may be contrary to the standards of conduct of ethical and responsible behavior will be immediately notified to through the complaints channel to the Compliance Committee.
(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 commercial activity.
(4) The commercial company will not make 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.
(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 organization's resources or facilities 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) NUNA GROUP 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 skills, cultures, beliefs and nationalities, all under equal conditions and rights and with an express rejection of any form of workplace harassment. Therefore, relationships between all employees must always be based on respect for people's dignity and non-discrimination.
(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 or sexual orientation, marital status, age, disability or family responsibilities, It is an inspiring principle of Human Resources policies and will apply to the hiring of employees as well as to training, career opportunities, salary levels as well as other aspects of the employment relationship of Employees.
(3) In no way will the exercise of the rights of association, union and collective bargaining be prevented or limited within the framework of the regulations governing each of these fundamental rights.
(4) GRUPO NUNA will respect and promote Human Rights. It recognizes that human rights are fundamental and universal rights, and must be interpreted and recognized in accordance with international practical laws, in particular, the United Nations Universal Declaration of Human Rights and the principles proclaimed by the International Labor Organization.
4.2. Professional development
(1) GRUPO NUNA will promote the personal and professional development of its Employees, encouraging their involvement in improving their own capabilities and competencies. The 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. The internal promotion of Employees will be taken into account to cover 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 the safety and health of people
(2) All Employees shall be responsible for maintaining their workplace, following health and safety rules and practices.
(3) The performance by any employee of the entrusted functions without respecting the occupational risk prevention measures provided for his or her job and the failure to use the PPE that has been provided to him or her when this will constitute a breach of this Code. be prescriptive. In addition, the entity will provide the necessary means for due compliance with the measures deemed appropriate to prevent occupational risks.
(4) 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 Grupo NUNA facilities
4.4. Commitment to workplace bullying
(1) GRUPO NUNA 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 intimidating, offensive or hostile work environment for people) considering it unacceptable and intolerable; and will not allow behaviors or organizational factors that reveal harassing behaviors in the workplace.
(2) Any harassing behavior, expressly including uttering expressions of an insulting, offensive, defamatory, or degrading nature, with respect to other colleagues - whether directly or indirectly - will constitute a breach of this Code, and may constitute a serious infraction or even a crime. -, and whatever the means used - verbal, SMS, WhatsApp, email, etc. - or adopt inappropriate conduct that prevents the normal completion and performance of the 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 the offering of clear and truthful information, and the provision of treatment that guarantees the quality of customer service, must be ends in themselves for everyone. NUNA Group employees.
(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 interact with suppliers of goods and services in an ethical and lawful manner; will only select suppliers whose business practices respect human dignity, do not violate the Law and do not endanger the reputation of the company.
(2) All suppliers 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 established maximum work schedules and 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.
(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 units you with GRUPO NUNA without being able to claim any compensation as a result.
(7) GRUPO NUNA will positively value 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, GRUPO NUNA reserves the right to terminate its contractual relationship with those suppliers who breach the Code repeatedly or seriously, and may claim compensation for damages (including moral damages). , if applicable).
(8) GRUPO NUNA will seek to 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. Personal data protection
(1) The entity will ensure 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 legislation on personal data protection. In order to comply with the above, training policies will be adopted.
(2) The discovery or disclosure of personal information (for example: bank account numbers, personal data such as dates of birth, anniversaries, addresses, telephone numbers) will constitute a breach of this Code, without prejudice to the possible criminal liability that may arise. …) of other employees, clients or suppliers and of which one has 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 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 authorized and with the appropriate licenses. No type of software will be installed, used or distributed that could affect the security of the systems, nor may unauthorized copies be made or actions carried out that allow the entry of computer viruses.
(3) The violation of the measures provided for in the security document relating to computer tools will constitute a serious breach of this Code (for example: disclosing the keys and passwords to access the computer equipment of one's own or third parties with which they can very important information leaks; downloading programs or software that may contain elements that damage operating systems, accessing websites of dubious reputation, unauthorized copying of files or files contained in the company's USB terminals or sending them unauthorized way 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 the property of the entity may not disclose or transmit illegal, sexist, abusive, defamatory, obscene, racist, offensive, pornographic information, or any type of information that is offensive or not authorized by the Laws. whether through photographs, texts, advertising banners or links to external pages: nor may you 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 Grupo NUNA 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 kept strictly confidential. It will not be used, in whole or in part, for a purpose other than that assigned to the obligated subject based on his or her work.
b) Confidential information will only be used by the obligated subject for the purposes assigned to him in accordance with their employment contract or the relationship that links them 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 confidential information, the necessary measures will be adopted so that the information is duly protected, signing a confidentiality document for this purpose.
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 store 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 performed have been completed. outside the facilities.
6.4. Asset misappropriations
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 illegal 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 faithfully reflect its economic, financial and patrimonial reality in accordance with generally accepted accounting principles.
(2) Obligated subjects must transmit 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 entries of notes 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) The carrying out of commercial operations that are not accounted for, the recording of unrealized expenses, and/or making accounting notes with concepts that do not correspond to reality will constitute a breach of the Code.
7.2. Bribery, corruption, illegal commissions and influence peddling
(1) 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 utility for the company. 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 against any judicial body, public administration or official body.
(3) 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) NUNA GROUP Employees will pay special attention to cash payments that are unusual considering the nature of the operation, those made by checks to bearer or those made in currencies other than those previously agreed upon, communicating through the channels and procedures established in this Code of Ethics and Conduct those that you understand 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) Payments in which the payer or beneficiary is a third party not mentioned in the corresponding contracts will also be notified, as well as those made in accounts that are not usual in relationships with a specific entity, company or person.
8 BODY IN CHARGE OF REGULATORY COMPLIANCE IN THE FIELD OF CRIMINAL RISKS
(2) The CC will be made up of three members: the person responsible for the 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 the times 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 submit an annual report to the administrative body on the evolution of the criminal risk prevention policy. The administrative body will evaluate and supervise the criminal compliance management system at least once a year, unless any circumstance makes it advisable to shorten said period.
(4) The CC will be responsible for proposing to the administrative body as many policies as are 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 administrative body.
9. COMPLAINT PROCEDURE
(1) All directors, managers and employees of GRUPO NUNA 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 also responsibly communicate any indication of the existence of processes and actions that violate the provisions of that system.
(2) For these purposes, the organization has created a complaints channel that 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 of the entity, or which involves behavior contrary to the ethical principles contained in this Code of Ethics and Conduct.
You can report this fact through the following channels:
Domicilio: Monday by Urbania 2 S.L - Riera de Sant Miquel 1 Bis 08006, Barcelona
Teléfono: +34 664416841
Dirección de correo electrónico: admin@nunabarcelona.com
(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 of the people who report.
10. VALIDITY
This Code of Ethics and Conduct will enter into force on March 30, 2022.
PROCEDURES FOR BREACHES 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 also responsibly communicate any indication of the existence of processes and actions that violate the provisions of that system.
(2) For these purposes, the organization has created a complaints channel that is available to all workers, managers, shareholders, clients, suppliers (and even third parties outside the organization), and which they can access when they have direct knowledge. 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 of the entity, they may report it through the following means:
Domicilio: Monday by Urbania 2 S.L - Riera de Sant Miquel 1 Bis 08006, Barcelona
Teléfono: +34 664416841
Dirección de correo electrónico: admin@nunabarcelona.com
(3) Notwithstanding the existence of the whistleblowing 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 Compliance Committee. Although it is advisable to centralize the information through the complaints channel, facts that are reported through other means that come to the attention of the Compliance Committee will not fail to be attended to and investigated.
II. Basic operation of the complaints channel
Communication “in good faith” means that all information available is provided honestly, completely and accurately, even if it is later verified that it was wrong. Information provided “in bad faith” is subject to disciplinary action.
(2) Complaints must, 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.
Minimal description of what happened
If evidence is attached (documents, photos, videos...), indicate its origin (who took the photographs or recordings, who delivered the documents...)
Data from 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:
COMPLAINT --> INITIAL FEASIBILITY ANALYSIS --> INTERNAL INVESTIGATION --> PROPOSAL TO THE GOVERNING BODY --> CONCLUSION
(4) The complaint 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) Basis: any decision must 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 those that violate the Code of Ethics and Conduct (and in general any policy or procedure relating to 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 any reprisals be tolerated 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 practices 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 ethical and upright behavior.
(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 on the part of our employees and managers, and on the part of our business partners. relevant business.
(4) Knowledge of any conduct that could be contrary to this anti-corruption policy will be immediately notified through the complaints channel to the Compliance Committee. In case of doubt about the permitted or prohibited nature of a conduct, it will be reported to the Compliance Committee.
II. Compliance with the anti-corruption policy
(1) If you are ever unsure how to react to a situation, or if you have concerns about whether conduct may be improper or contrary to policy, you should always seek guidance from your manager or the Compliance Committee before taking action. carry out any action. If you observe behavior that concerns you, or that you understand may be a violation of our policy, immediately raise the matter with the Compliance Committee. Doing so will provide the entity with an opportunity to assess 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) Suspected violations of the policy of a certain importance, such as, for example, those involving high levels of management, significant amounts, or even the commission of criminal acts must be immediately reported to the Compliance Committee.
Practical example: a person from the financial area was requested by his superior to proceed with a bank transfer of funds to a personal account of a public official. When that person asked his superior what the payment was for, his superior told her that it was "none of his business." When he raised concerns about whether the act might be illegal, she told him that he didn't care what the policy said and that he took full responsibility if there were any problems with the payment. The financial person is afraid that her superior will retaliate against her if he reports the matter.
How to react: the person from the financial area should immediately report this situation through the complaints channel to the Compliance Committee. If you follow the instructions of his superior and violate the Anti-Corruption Policy, both of you would probably 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 good faith report and will likely discipline the superior.
(3) No employee will ever be penalized in any way for refusing to pay bribes or illegal payments. Likewise, his employment or economic performance will not be negatively valued because delays or losses have occurred as a result of his refusal to pay. An element that an employee must have in advance is that he will not have to face situations in which a bribe or an illegal payment is required to process a request.
(4) The Company applies “zero tolerance” treatment 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 people who work for the Company but are not its employees, the contract may be terminated or their relationship with the company may be terminated.
(5) These infractions may be reported to the public bodies in charge of investigating criminal acts, when appropriate, so that they can be investigated in criminal proceedings. Bribery and illegal payments are crimes punishable by imprisonment.
(6) The policy applies to all people who work for GRUPO NUNA, regardless of their location, position or category. This includes both employees (regardless of the type of contract that they have), as well as managers, members of the Board of Directors, and directors of the various legal entities that are within the perimeter of the organization. And it also includes agents or third parties acting on behalf of any of the NUNA GROUP companies, who must comply with the principles of this policy.
III. Basic concepts
(1) A bribe (or act of corruption) has a precise legal definition. But in order to understand what it is, 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 aim of inducing that person or any other person to carry out an action. 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 cause improper action (or failure to act), both by the person accepting the request and by a third party. 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 other content and includes giving or receiving money, loans, contributions or donations, travel, offers of employment, refunds, bonuses, goods, services or any other product or activity that may be considered to have worth. Gifts, corporate hospitality and business invitations may be considered forms of bribery in certain circumstances. It is not permitted to request, accept or offer any display of hospitality or gift, no matter how small, 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. 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 or take place in the context of its activities. However, they can be suitable for violating the independence of those who receive them and, therefore, they are not at all harmless. Basically, a personal favor can avoid a disbursement (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 privileged location in a concert, or a relevant sports final, for example). Therefore, all the 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 distinguish between public officials or individuals with respect to bribery. Bribery is not permitted regardless of the status of the recipient. Although you should never offer or accept bribes from anyone, you need to be particularly vigilant so that you do not 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 the 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 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 public office;
any position of a political party; any officer, employee, representative or agent of a public international organization, or any person acting in an official capacity for a public international organization such as, but not limited to, the United Nations or the World Bank, the International Civil Aviation Organization, the Organization of the North Atlantic Treaty, Interpol...; any member of the royal family; and any son, husband, relative or siblings or any other family relationship or analogous to those mentioned above. It is his responsibility to know if the person he is dealing with is a public official. If in doubt, consult the competent Compliance Committee.
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, for example, the result of an inspection, a decision to reward or continue. with business relationships, 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 merchandise upon entry into the country, and subjects it 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 other shipments, refraining from inspecting them.
How to react: Do not give the official money, products, or 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 unfairly targeting the Company's goods by conducting inspections and controls other than how he acts against other companies.
(4) In relation to dealing with public officials, there are certain rules of behavior that must 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 registered as a taxpayer, asks the company for certain products that can be obtained at service stations (drinks, cookies, toys...) for his birthday party. son in exchange for closing a compliance inspection.
How to react: Politely explain that you are not authorized to provide Company products or services in accordance with the Anti-Corruption Policy and immediately inform the Compliance Committee.
You may take a public official to a meal, but only if it is reasonable and appropriate. You do not have to 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 nicest restaurant in the city, with no limit on what they can order to eat and drink, and give each of them an expensive watch. brand.
How to react: It would be inappropriate to organize an expensive meal and provide watches to the official and his companion. 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 to provide a meal if the circumstances of the visit justify it (it is reasonable to treat you to a meal 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 under certain circumstances. These contributions may consist of goods or services, technical assistance or training, financial support, or event sponsorship. However, particular caution 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 public official. In the event that a public official is a director or agent of the charitable entity, or is otherwise closely associated with the entity, or expressly requests that the Company make contributions to that entity, the Compliance Committee must be informed. will advise on what consultations or procedures should 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. He regularly asks if the Company can make a donation for blind children at an organization in which he volunteers.
How to react: You should consult with the Compliance Committee who will advise you on what should be done (due diligence) to ensure that the charity is a bona fide organization and that the contribution will not be used for other purposes.
In relation to payments of fees, public prices, permits and licenses, no payments should be made beyond what is required by law or local regulations, nor should any favor or advantage of any kind be given 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. What are known as "facilitation payments" to officials to expedite or ensure compliance with a routine administrative procedure are not permitted. 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 complete a transaction with an entity, please consult the Compliance Committee. 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 fairly, 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 respond for bribes paid by third parties acting on behalf of the Company or for bribes paid by employees or other persons performing services for GRUPO NUNA. Therefore, no employee or third party should ever be authorized or requested to pay bribes to anyone (including public officials), or receive bribes from anyone. Nor can you supervise any activity of third parties acting on behalf of GRUPO NUNA that you suspect may conflict with this Policy. Precisely to avoid these situations GRUPO NUNA 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, a copy of this policy may be sent via corporate email, but Annex A that certifies its effective receipt 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 applicable labor legislation and collective agreement. considering a disloyalty or abuse of trust in the entrusted efforts.
(2) In relation to the relevant business partners of GRUPO NUNA, a commercial relationship should not be established with third parties, unless they accept a contract in which it is established that they will not 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
(2) 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 be interpreted as a form of donation or sponsorship, with the particularity of that activities related to the communities where the entity maintains ties are supported. These behaviors will be permitted as long as the Compliance Committee previously analyzes that they 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 commercial activity, provided that it is considered that the Non-acceptance can be considered an act of personal or institutional inconsideration.
(2) In case of doubt, the Compliance Committee will be consulted immediately upon becoming aware of this situation.
(3) In order to ensure that such gifts, invitations, or gifts are made in good faith, a registry of gifts and invitations will be created that will be under the control of the HR Department, which will record the person who gives them, who receives it, as well as its estimated value. Information will be sent to the administrative body at least once a year.
This record will also contain all the information related to acts of sponsorship and benefits to the community.