Ethical code

Introduction

Asemges, SL (henceforth, Asemges, or the company), thinks the behaviour on the workplace defines people and the company, hence it waits that the behaviour in the organization and the people associated to it, respects the current legislation and its corporate governance, it also it answers to the ethical and social responsibility principles of general acceptation.

Commitment and principles

This Ethical Code, collect the commitment of Asemges with the behaviour principles, ethic, and company transparency in all of the areas of action, setting a principal group and behaviour guidelines focused to ensure a correct and reliable behaviour from all the employees of the company, regardless of their hierarchical position, and geographic or functional location.

Also, a correct corporate leadership must have a strong commitment with these principles and give an example, assuming decisions to promote and comply with this code, to encourage an ethic and positive work environment.

All members of Asemges must have the maximum care to preserve the appearance and reputation of the company in all his professional proceedings.

Applicability, integration, and interpretation

The Ethical Code is applicable to the whole organization group, concerning the managers, advisors, executive directors and to employees, regardless of the agreement that defines their professional or labour relationship with the company. The compliance of this code can’t infringe the legal system, and orders from the management company.

By their nature, the Ethical Code establishes general criterions to guide the members of Asemges, and, at the same time, to solve action doubts that may be on the daily development of its labour activity.

To resolve any doubts about the interpretation of this code of ethic, you will have to resort to the Compliance Committee of the company, which is the responsible for interpreting it in a binding way, for all members of the company.

This Ethical Code is intended for both company employees and external parties with direct and indirect relations as providers, partners, customers, commercial partners, and other collaborating companies. All of them, must act according to the Ethical Code.

As a result, Asemges can also ask to them to make their commitment with what the Ethical Code establish, and it will promote that external parties adopt the appropriate measures to comply with it.

Asemges reserves the right to take the necessary decisions when the external parties don’t fulfil the Ethical Code obligations and guidelines.

Values and ethical principles

Asemges aspires to give an excellent service and support to his customers, with the maximum privacy and diligence.

And that’s why, it considers a series of values that must become differentiating principles of the company. These values and Ethical principles will help to define parameters and a margin of action that will define the daily of the company.

General behaviour rules

Legality and corporate management

The company and their employees will fulfil with the valid legality to develop their activity. At the same time, they will respect the obligations and commitments assumed in their contractual relationships and the guidelines set by the company management.

Any individual of the company aware of an infringement of the legality or, of the corporate governance rules, must inform it to the company, through the Ethical Channel.

Professional whole behaviour

Asemges expects their members had a whole behaviour in all aspects.

We understand as a whole behaviour:

The integrity: have a loyal, honest, and good faith, and at the same time, to be linked with the objectives and values of the company worded in this code.
The diligence: responsible acts, efficient, and focussed to achieve the quality and excellence.
The respect: between colleagues and customers, to create a pleasant and positive work environment.
The empathy: that helps to remove prejudices, work for a common goal, to be a kind person, to treat others with respect and education. To detect what the other person requires and attend to their needs.

Gifts

Asemges forbid their members could give or accept gifts for their professional activity development. Neither can they be accepted or given through an intermediary, nor offer or request any type of advantage or benefit not justified for the company, for oneself or for a third party, neither present nor future.

Exceptionally, gifts will be permitted, provided that following circumstances would be fulfilled:

The economic value is token or irrelevant.
That it responds to an act of courtesy or usual hospitality.
Not prohibited for law or for the general accepted businesses practises.

In case of doubt about what or not is acceptable, the offer will have to be refused or, checked that with the Compliance Committee to know which is the most suitable decision.

Clash of interests

Asemges considers a clash of interests, those situations which the personal interest from a member of the company and the company’s interest come in collision, in a direct or indirect way.

It’s understood that a personal interest exists when the problem concerns him as a member of the company or linked to it. As a linked person we understand spouse (or person with an equivalent affective relationship), ascendants, descendants, brothers of the member or the spouse (or person with equivalent affective relationship), spouses of ascendants or descendants; and also, entities where the interested person or the persons related to him, have an administration or management position, or they receive some sort of remuneration.

In case that a clash of interests would exist, the person involved, must inform the situation to the company, and not taking decisions that could concern on it. It must be communicated to the boss and to the Compliance board, reflecting who is the affected person, explaining with details the situation and doing, if it’s possible, an economic assessment.

Confidential information

Non-public information that is owned by Asemges or assigned to the company for a third person, will have the general consideration of confidential information, and it will be subject to the confidence and to the professional secret. Its content may not be given either by document or oral, to any third part, if there isn’t an authorization from the management or administration board, or with a legal, judicial requirement or from the administrative authority.

Everybody is responsible to give the means and to implement the sufficient procedures to protect this information from any intern or extern risk, either extraction, manipulation or for an unauthorized destruction.

Revealing confidential information without an authorization from the management board, is totally forbidden for this code. After a labour/professional cessation, the confidential information will be returned to the company, without the employee could have a digital or physic sample.

Any indication of information leaks out, must be immediately reported to the Management and Compliance boards.

Mutual responsibilities

Resources and means for the professional activity development

Asemges is involved to provide the correct resources and necessary means to their employees, for development of their activity, which will be adapted (especially the computer systems and internet) to the standard criterions of security and efficiency.

Employees undertake themself to do a responsible use of the resources and means at their disposal, using them only for the labour interest of the company, excluding its use for particular purposes.

The installation and use of programs or applications obtained illegally and/or that may harm the image or interests of the company, from the customers or third parts linked are forbidden.

In case that an employee would detect an incorrect use of the company means or resources, will have to inform that to the Compliance board.

Security and health at work

The company will equip their employees with the necessary resources and knowledge to develop their work with the maximum security. A security and health program will be promoted, as well as the implementation of the preventive measures of labour risks established in accordance with the current legislation.

Company employees will observe with attention the rules related to the security and health at work with the objective to prevent and to minimize labour risks.

In case that an employee detects any deficiency in these aspects, they will have to inform to the hierarchical superior or to the Compliance board.

Image and reputation

The image and reputation of the company in all its professional actions.

In case of having any indication of any action or relevant fact that may deteriorate the image of the company, the Compliance board will have to be informed.

Responsibilities with the market

Irregular payments and money laundering

Asemges wish to foresee and to avoid the irregular payments and/or the money laundering, and to fight against the illegal and/or criminal activities. Therefore, payments or charges of an unusual nature or amount made in cash or with cheque payable to the bearer, or payments made with entities with bank accounts opened in tax havens, are prohibited.

Asemges commitment, and from all the members of the company, is governed by a “zero” tolerance for breaches.

In consequence, when there is a piece of evidence about a kind of this cases, the Company Management or the Compliance Committee have to be informed.

Corruption between individuals, briberies and influence peddling

Asemges maintains labour relations with both public and private sector entities, nationally and internationally, governed by the principles of transparency and equal opportunities, avoiding taking any action aimed at achieving an illicit advantage over its competitors in the market.

Managers and employees of the company don’t have to get involved in any kind of corruption action, as extortion, fraud, supplantation, false declarations, or the bribery.

In case of detecting a behaviour focused to any of this bad practises, Compliance Committee will have to be informed.

Money laundering prevention and crimes against Treasury Department and crimes against Public Treasury and Social Security

Asemges has acquired the commitment to comply its obligations in tax matter and Social Security with Public Administrations, following the cooperation and transparency principle.

Financial accounting reflects faithfully the economic situation of the company. Asemges won’t tolerate any manoeuvre aimed at hiding the incomes and expenses that realizes.

When a member of the company has an indication of a suspect practise, it will have to be informed to the Compliance Committee.

Responsibilities with the framework

Customers, suppliers and competence

Asemges undertakes itself to offer a quality of services and products equal to or higher than the requirements and quality standards established by law, competing in the market, and making promotion and sales activities based on the merits of its products and services in the market.

The company endorses the commitment to compete in the markets fairly and not to make misleading or denigrating advertising of third parties.

Asemges also commit to select the best suppliers, following criteria of objective and equitable selections.

Responsibilities with the environment

Environment protection

Asemges thinks the environment is our responsibility and it wants to aid in respect it. For that reason, it carries out and promote the fulfilment of this standards established for the current regulation.

Asemges promotes the responsible use of natural resources, the recycling of waste generated by its activity, with the aim of minimizing its impact on the environment.

Responsibilities as citizens

Human rights

Asemges express its commitment and fight for the respect to the human rights, recognized by the international and national legislation.

Therefore:

It’s absolutely prohibited to hire child manpower (people under 16 years old, as it’s established on the current legislation).
No member of the organization can participate on the recruitment, transport, transfer, refuge, or reception of people with threats, the use of strength or any measure of coercion, kidnapping, fraud, sham, abuse of power or vulnerability position.
All individuals must be treated with respect, dignity and equality. Therefore, from the company, the no discrimination for race reason, colour, nationality, social origins, age, sex, civil status, sexual orientation, ideology, religion or anything personal physic or social condition.
Equal opportunities between individuals are promoted, especially those that talks about the access to work, to apprenticeship, promotion or working conditions. The used criteria are based on merit and the capacity of everyone to develop its place of work.
The company refuse any kind of violence, physical harassment, sexual, physiologic, or moral, abuse of authority or any behaviour that generate an offensive and intimidation area for the personal rights of any individual.
The company respects and defends the right to privacy of its workers and protects, with special emphasis, sensitive data as personal medical and economic data.

Labour rights

Employee’s workday must fulfil with laws and current regulations. The forced work, lockdown, not reward work, debt bondage, slavery, … are not permitted.
All employees will receive, at least, the minimum wage and the social profits established by law and collective agreements applied in every moment.
The company respects their workers, and it will provide, as far as possible, personal conciliation and labour responsibilities.

The Committee and the channel

Compliance Committee

Asemges Compliance Committee is an individual entity, internal and permanent, which has powers in the area of regulatory compliance and the company’s corporate governance system. This committee will also have the necessary material and human resources to carry out its functions.

Whenever the law allows it, this entity will have access to the information, documents, and offices of the company. Including the minutes, the administration, supervision, and control boards that are necessary to adequately carry out their function.

Compliance Committee has the following functions related to the Ethical Code:

Promote the divulging, the knowledge, and the fulfilling of the Ethical Code, boosting training and communication actions suitable considered.
Interpret the Ethical Code in a binding way and resolve any consultation or doubts that may arise in relation to its content, application, or compliance, particularly, in relation to the application of disciplinary measures.
Encourage the check and research procedures from the complaints received and give out the appropriate resolutions about the proceed files.
Evaluate yearly the degree of compliance from the Ethical Code, and to inform to the management board about the fulfil of the Ethical Code.
Encourage the approval of the necessary intern rules for the development of the Ethical Code, and for the prevention of their infringements.
The pertinent clarification, complement or development will, in no case, imply a modification of the Ethical Code, except when the mandatory rules as required.

Compliance Committee regulation

The Compliance Committee’s composition and functioning is regulated in the Regulations of the Compliance Committee, which is part of the company’s corporate governance system, and which will have to be approved by agreement of its management board.

The Ethical Channel

Ethical Code’s aim is to promote compliance with the legality and standards of conduct established in the Ethical Code, and in the internal regulations of the Compliance Committee. The creation of the Ethical Channel is understood without prejudice to any other mechanism or channel established in accordance with the corporate governance system.

Ethical Code is a transparent channel to communicate, on the part of the employees or thirds interested, conducts that may involve the commission of an irregularity or a contrary action to the law or the rules, or to inquire doubts that may arise about its interpretation.

Asemges undertakes to deal with the personal data always received through the Ethical Channel in a confidential way and in accordance with the intended purposes.

The communications aimed to the Ethical Channel, will be remitted, managed and they will be solved following the rules of the Compliance Committee Regulation.

Additional provisions

Disciplinary system

The company will develop the necessary measures to the correct application of the Ethical Code.

No individual, regardless of their level or position, is authorized to request that an employee commit an illegal action or contradict the provisions of this Ethical Code. At the same time, no employee will be able to justify improper, illegal behaviour or conduct that contradicts this code by relying on the order of a hierarchical superior.

When Compliance Committee would determine that an employee has breached what is established by law or by this Code, it will entrust the application of disciplinary measures to the Management and Administration, in accordance with the regime of offenses and sanctions provided for the collective agreement to which the company belongs, or in accordance with the applicable labour legislation.

Upgrade

Ethical Code will be regularly revised and upgraded, attending to the yearly Compliance Committee report, as well as the suggestions and propositions realized by the employees and the managers.

Any revision or upgraded that would mean a change of the Ethical Code, will need an approval from the Administration board, with previous report from the Compliance Committee.

Acceptance

The company employees accept the action rules established in this Ethical Code.

The employees who will join or will take part of the society in the future, will accept the action rules and principles established on the Ethical Code.

The Ethical Code will be enclosed in all employees’ labour agreements of the company.

Approval

The Ethical Code was approved by the company’s Administration board on the 27^{th of} September 2021.