Chapter I. Introduction
Article 1. Purpose
- In accordance with the provisions set forth in the Circutor Group’s Policy, it aspires for its conduct and that of the persons connected therewith to conform and adhere to the applicable law, ethical principles and principles of social responsibility.
- This Code of Ethics is designed to develop the ethical principles included in the Mission, Vision and Values of the Circutor Group and to serve as a guide for the conduct of its professionals.
- The Code of Ethics sets out the Group’s commitment to the principles of business ethics and transparency in all areas of activity and establishes a set of principles and guidelines for conduct designed to ensure ethical and responsible behaviour by all professionals of the Group.
Article 2. Scope of application
- The principles and guidelines for conduct contained in the Code of Ethics apply to all Group professionals, regardless of their rank, their geographical location and the Group company to which they provide their services.
- The professionals working in Group companies subject to these behavioural guidelines and principles shall also comply with any other code of ethics or conduct derived from the sector or stemming from the law of the countries in which they carry out their activity.
- Those professionals of the Group who manage or direct teams of people must also ensure that the professionals for which they are directly responsible know and comply with this Code of Ethics and lead by example.
Article 3. Mission, Vision and Values of the Circutor Group
- The Director General has approved the Group’s Mission, Vision and Values. Its content governs the daily activity of all the companies and guides their strategy and all their actions.
- Performing professionally in accordance with the principles established in the Group’s Mission, Vision and Values is the best guarantee of commitment towards creating value.
Article 4. Interpretation and integration of the Code of Ethics
- The Code of Ethics establishes the criteria to guide the conduct of Group professionals.
- Any query of Group professionals regarding the interpretation of this Code of Ethics should be discussed with their immediate superior, and its interpretation is reserved to the Ethics Committee.
Chapter II. Ethics Committee
Article 5. The Ethics Committee
- The Ethics Committee is an internal and permanent body. Each organisation’s Ethics Committee shall be made up of Management and Human Resources.
- All employees and executives of the Group must collaborate with the Ethics Committee when required, so they can carry out appropriately their functions.
- At least annually and when deemed necessary, the Ethics Committee shall inform General Management of the measures adopted to ensure compliance with the Code of Ethics, provided that it believes that the matter is sufficiently material.
Article 6. Competences of the Ethics Committee
- The Ethics Committee shall have the following competences in relation to the Code of Ethics:
- Encourage the Code of Ethics’ dissemination, awareness and compliance by promoting the appropriate training and communication actions
- Oversee and coordinate the application of the Code of Ethics by the different Group companies
- Interpret the Code of Ethics and resolve any queries or doubts that may arise regarding its content, application or compliance
- Initiate the procedures for verifying and investigating complaints received, and issue the appropriate decisions on the processed complaints
- Inform Management about the compliance with the Code of Ethics
Article 7. Guarantees of the Ethics Committee
- Members of the Ethics Committee are guaranteed the following during and after they are part of the Ethics Committee:
- Not being dismissed or sanctioned for carrying out their functions relating to the Ethics Committee
- Not being subject to discrimination in promotions, training actions and others due to being part of the Ethics Committee
These guarantees shall have no effect if the person on whom a penalty is being imposed as a result of an investigation is a member of the Ethics Committee.
Chapter III. General rules of professional conduct
Article 8. Compliance with the law
- Group professionals shall comply strictly with the laws in force in the jurisdiction of their workplace. The obligations and commitments assumed by the Group in its relations with third parties, as well as the customs and good practices of the countries in which it does business, shall also be fully observed.
- Group companies shall ensure compliance with applicable tax regulations and shall strive to achieve appropriate coordination of the tax policy followed by all of them, within the framework of furtherance of the corporate interest and of support for the long-term business strategy, avoiding tax risks and inefficiencies in the implementation of business decisions.
- The Group shall respect and abide by all court and/or governmental decisions or resolutions that may be issued, but reserves the right to file such appeals as may be appropriate when it believes that they do not conform to the law and are contrary to its interests.
Article 9. Commitment to human and worker’s rights
- The Group hereby expresses its commitment to and solidarity with the human and workers’ rights recognised in national and international law and to the principles upon which are based the UN Global Compact, the United Nations Norms on the Responsibilities of Transnational Companies and Other Business Enterprises in connection with Human Rights, the OECD Guidelines for Multinational Enterprises and the Tripartite Declaration of Principles concerning Multinational Enterprises and Social Policy of the International Labour Organisation, as well in such documents or texts that supplement or that might replace the ones mentioned above.
- The Group particularly affirms its total rejection of child and forced or compulsory labour and undertakes to respect freedom of association and collective bargaining.
Article 10. Irreproachable professional conduct
- The standards that govern the conduct of the Group’s professionals shall be professionalism and integrity:
- Professionalism is acting diligently, responsibly and efficiently, focusing on excellence, quality and innovation
- Integrity is acting loyally, honestly, in good faith, objectively and in line with the interests of the Group and with its principles and values as expressed in this Code of Ethics
Article 11. Environmental protection
- The Group’s activities are based on respect for the environment, complying or improving upon the standards established in the applicable environmental laws and regulations and minimising the impact that its activities might have thereon.
- The guidelines for the conduct of the Group’s companies are to minimise waste and pollution, and conserve natural resources, as well as to promote energy savings.
Chapter IV. The Group’s employees
Article 12. Principles of non-discrimination and equal opportunities
- The Group promotes non-discrimination by reason of race, colour, nationality, social origin, age, gender, marital status, sexual orientation, ideology, political opinion, religion or any other personal, physical or social condition of professionals, as well as equal opportunity among them.
- The Group condones any manifestation of violence; physical, sexual, psychological, moral or any other type of harassment; abuse of authority at work; and any other conduct that generates an intimidating or offensive environment for the individual rights of its professionals.
Article 13. Work-life balance
- The Group respects the personal and family life of its professionals.
Article 14. Right to privacy
- The Group undertakes not to disclose personal data of its professionals, except with the consent of the interested parties and where legally obliged to make such disclosure by statute or to comply with court or administrative orders.
- Group professionals that have access to the personal data of other professionals of the Group in the course of their activities shall undertake in writing to respect the confidentiality of such data.
Article 15. Occupational health and safety
- The Group shall promote a workplace health and safety programme and adopt the preventive measures required under current legislation and any other legislation that may be enacted in the future.
- Group professionals shall observe with particular attention the regulations relating to workplace health and safety, in order to prevent and minimise occupational risks.
Article 16. Selection and assessment
- The Group shall maintain a selection programme, considering only the academic, personal and professional merits of candidates and the needs of the Group.
- The Group shall assess its professionals rigorously and objectively on the basis of their individual and collective professional performance.
- Group professionals shall participate in any setting of their objectives and shall be informed of the assessments made of them.
Article 17. Training / Information
- The Group shall promote the training of its professionals. Training programmes shall foster equal opportunities and professional career development and shall contribute to the achievement of the Group’s objectives.
- The Group shall inform its professionals of the outlines of its strategic objectives and the progress of the Group.
Article 18. Gifts and presents
- Group professionals may not give or accept gifts or presents in the performance of their professional activities. As an exception, the delivery and acceptance of gifts or presents shall be allowed if all of the following simultaneously occur:
- they are of insignificant or symbolic financial value;
- they correspond to signs of courtesy or to customary business gifts and tokens; and
- they are not forbidden by law or by generally accepted business practices.
- Group professionals may not give or accept hospitality that influences, might influence or might be construed as influencing decisions.
- In the event of any doubt as to what is acceptable, the offer must be turned down or first discussed with the immediate superior.
Article 19. Conflicts of interest
- Professional decisions must be based on the best defence of the interests of the Group and must not be influenced by personal or family relationships or by any other personal interests of Group professionals.
Article 20. Resources and means for the performance of professional activities
- The Group undertakes to make available to its professionals all necessary and appropriate resources and means for them to perform their professional activities.
- Group professionals agree to responsibly use the resources and means made available thereto.
Article 21. Private and confidential information
- Non-public information owned by the Group shall generally be deemed to be information for private use and confidential, and will be subject to professional secrecy and may not be provided to third parties other than expressly authorised by the area Director or where required by law or to comply with court or governmental orders.
- The Group and all its professionals shall be responsible for taking sufficient security measures and for applying the established procedures to protect private and confidential recorded on physical or electronic media from any internal or external risk of unauthorised access, tampering or destruction, whether intentional or accidental. To such end, the Group professionals shall treat the content of their work as strictly confidential in their relations with third parties.
- The disclosure of internal, confidential or private information or the use thereof for personal purposes is a breach of this Code of Ethics.
- Any reasonable indication of a leak of private or confidential information must be reported by those with knowledge thereof to their immediate superior or if the circumstances require so, HR.
- In the event of severance of an employment or professional relationship, the professional shall return to the Group all private and confidential information, including documents and storage media or devices, as well as the information stored in their electronic device, and the professional’s duty of confidentiality shall continue in all cases.
Chapter V. The Group’s environment
Article 22. Customers
- The Group commits to seeking excellence in its products and services so that its customers obtain the expected satisfaction.
- The Group shall guarantee the company’s products and services and shall quickly and efficiently address any claims made by customers or users seeking their satisfaction.
- Professionals may not receive any kind of remuneration from customers or from third parties for services relating to the professional’s activities within the Group.
Article 23. Suppliers
- The relationship with suppliers of products and services shall be ethical and lawful.
- The Group’s procedures for the selection of suppliers shall conform to an objective and impartial standard and shall avoid any conflict of interest or favouritism in the selection thereof. Only suppliers whose business practices respect human dignity, are not unlawful and do not jeopardise the company’s reputation will be sought and selected.
- The prices and other information submitted shall be treated confidentially and shall not be disclosed to third parties without the consent of the interested parties or where required by law or to comply with court or governmental orders.
- The information made available by Group professionals to its suppliers shall be true and shall not be given with the intent to mislead.
- Professionals shall avoid any kind of interference or influence of suppliers or third parties that may alter their professional impartiality and objectivity and may not receive any kind of remuneration from the Group’s suppliers or from third parties for services relating to the professional’s activities within the Group.
Article 24. Competitors
- The Group undertakes to compete fairly and ethically in the marketplace, based on mutual respect among competitors, and to refrain from engaging in advertising that is deceptive or that denigrates its competition.
- The acquisition of information from third parties, including information regarding competitors, shall be made in a lawful manner.
Article 25. Corporate
- Relations with authorities, regulatory and supervisory entities and government administrations shall adhere to the principles of cooperation and transparency.
- The economic/financial information of the Group (especially the annual accounts) shall faithfully reflect its economic and financial position and its net worth, in accordance with generally accepted accounting principles and applicable international financial reporting standards. For such purposes, no professional shall conceal or distort the information set forth in the accounting records and reports of the Group, which shall be complete, accurate and truthful.
Article 26. Donations and actions having a social-welfare component
- The Group contributes to the development of communities with its business activity and with its social responsibility strategy, with measures intended to promote education and culture and to protect vulnerable groups, and it works to establish firm and permanent connections therewith.
- Donations must have a legitimate purpose, not be anonymous, be formalised in writing, and, if contributions of money, be made by any payment method that allows for identification of the recipient of the funds.
Chapter VI. Processing of complaints
Article 27. Principles of reporting complaints through the Ethics Committee
- Group professionals who have reasonable indications of the commission of any improper act or of any act in violation of legal provisions or this Code of Ethics must report it to the Ethics Committee. These communications shall always adhere to standards of truthfulness and proportionality, and may not be used for purposes other than seeking compliance with this Code of Ethics or applicable law.
- The identity of the person reporting an improper action through Ethics Committee shall be deemed to be confidential information and, therefore, it shall in no event be communicated to the reported party without the consent thereof.
- The Group undertakes not to engage in any direct or indirect retaliation against professionals or suppliers that have reported through the Ethics Committee any of the actions specified in section 1.
- Without prejudice to the foregoing, the data of the persons making the communication may be provided to governmental or court authorities as a consequence of any proceeding stemming from the subject matter of the report or court proceeding. Such provision of data shall in all cases be provided in full compliance with personal data protection legislation.
Article 28. Processing of complaints reported through the Ethics Committee
- The Ethics Committee shall process any reported complaints. If the complaint affects a member of the Ethics Committee, such member may not participate in the processing thereof.
- In all investigations, the rights to privacy, defence and the presumption of innocence of the persons investigated shall be guaranteed.
Article 29. Personal data protection
- The Company undertakes to process the personal data received through the Ethics Committee with absolute confidentiality at all times.
- The reported party shall be informed on the existence of a complaint when the investigation activities are being initiated or carried out. However, if there is a significant risk that this notification would jeopardise the ability to effectively investigate the allegation or collect the necessary evidence, the notification may be delayed until the risk no longer exists.
- Those notifying the Ethics Committee must ensure that the personal data provided are truthful. However, the data subject to processing within the framework of the investigations shall be eliminated as soon as they have been completed, unless any administrative or judicial procedures arise from the adopted measures.
Chapter VII. Other provisions
Article 30. Dissemination, training, communication and assessment
- The Ethics Committee is responsible for promoting the dissemination of the content of the Code of Ethics among the Group professionals and other groups of interest.
- The proposals for disseminating the Code of Ethics shall be transmitted to the Ethics Committee for assessment and inclusion in the dissemination plan.
Article 31. Disciplinary rules
- The Group shall develop the measures required for an effective application of the Code of Ethics.
- Nobody, regardless of rank or position, is authorised to request a professional to commit an unlawful act or breach of the provisions of this Code of Ethics. In turn, no professional may justify improper or unlawful conduct or conduct that contravenes the provisions of this Code of Ethics in reliance on an order from a superior.
- If the Ethics Committee concludes that a Group professional has carried out activities contrary to the law or contravening the Code of Ethics, it shall entrust the application of disciplinary measures, in accordance with applicable labour legislation, to HR.
Article 32. Updating
- This Code of Ethics shall be periodically updated based on the information provided by the Ethics Committee, as well as on the suggestions and proposals made by Group professionals. Any amendment to the Code of Ethics will require the General Management’s approval.
Article 33. Acceptance
- Group professionals who join or hereafter become part of the Group shall expressly accept the rules and principles of conduct established in this Code of Ethics.