II.- SCOPE OF APPLICATION
This Code affects CEDINSA CONCESSIONARIA, S.A. and the other undertakings owned by it, therefore any references to “CEDINSA”, “the company” or “the entity” must be understood as made to all of them.
The principles and rules of action are aimed at the Company’s own directors, executives and other employees, regardless of their position in the Company’s structure. Therefore, any references made to “employees” should be understood to be addressed to all of them, without exception.
Likewise, employees must ensure that persons or entities that provide services to CEDINSA are aware of this Code and act in accordance with it. Where it is considered appropriate, express and formal acceptance of it by those persons and entities may be requested.
III.- ACCEPTANCE AND COMPLIANCE
CEDINSA will publish the content of this Code so that it has the widest possible dissemination and may be consulted by any person. In particular it will ensure it is understood by all its employees and provide the training and resources that may be necessary for its strict compliance.
In the event of doubts as to the content or interpretation of the code, employees may contact their superior to request any clarifications they consider appropriate.
The Code of Ethics is mandatory for all employees of the entity, as well as for those persons or entities that formally adhere to it. No member of the entity – regardless of their hierarchical position – is authorised to give instructions to an employee that infringes the principles and values indicated.
The Company’s employees must state in writing their reception, understanding, acceptance and commitment to comply with the Code. Breaches of the Code will entail the investigation of the behaviour of the employee and may give rise to appropriate penalties in accordance with internal rules, employment agreements and current legislation.
Employees are obliged to notify CEDINSA of any breach of the Code of which they are aware, with a guarantee of the confidentiality of the identity of the communicator and the absence of negative consequences for it. To this end, the Company will make appropriate communication channels available to employees.
IV.- PRINCIPLES AND RULES OF ACTION
The actions of CEDINSA employees should always be based on the integrity and responsibility of performing their professional activity, and should be governed by the principles of rectitude, ethics, honesty and honour.
Without prejudice to this general principle, specific principles and rules are determined in the following fields:
1.- Respect for the law, human rights and ethical values.
CEDINSA agrees to act in accordance with the law in force, with regard to the Universal Declaration of Human Rights and in accordance with the ethical values contained in this Code.
2.- Respect for individuals. Equal opportunities and non-discrimination.
CEDINSA states its commitment to respect and comply with labour legislation and workers’ rights. Employees should also be treated with respect, fostering cordial relationships and a pleasant, healthy and safe working environment.
All employees are obliged to treat their peers, their superiors and their subordinates fairly and respectfully. Similarly, the relationships between the Company’s employees and those of external collaborating companies or entities must be based on professional respect and mutual collaboration.
CEDINSA considers it important to fully develop the individual and, therefore, will facilitate the necessary balance between professional and personal life.
CEDINSA will actively promote equal opportunities in the professional development of all its employees. The selection and promotion of employees will be based on the competences and performance of the professional functions, and on the criteria of merit and capacity defined in the job requirements.
Any type of discrimination is expressly prohibited against other employees and third persons for reasons of ideology, religion or belief, belonging to an ethnic group, race or nation, sex, sexual orientation, family situation, illness or disability, due to being a legal or union representative of employees, because of their kinship with other workers in the company, due to the use of any of the official languages within the Spanish State, or for any other personal circumstance.
CEDINSA particularly rejects any type of harassment in the workplace, be it physical, psychological, moral or abuse of authority, as well as any other conduct that may generate an offensive environment to the rights of persons, regardless of the grounds or origins of such behaviour.
The entity agrees to investigate and pursue any complaint of the commission of these practices, without prejudice to any actions that may correspond to the directly injured party.
3.- Compliance with tax, financial and Social Security obligations.
CEDINSA expresses its firm intention to strictly comply with all applicable tax, financial and Social Security obligations, and the actions of all its employees should always be aimed at achieving that end.
Employees may not engage in or facilitate the carrying out of practices that involve scams against the Public Treasury of the European Union, or state, regional, foreign or local governments, by avoiding the payment of taxes or other amounts.
Employees should comply with and promote compliance with Social Security regulations, refraining from performing any conduct that entails avoiding the payment of contributions and other due items. Likewise, they must refrain from enjoying or facilitating the enjoyment of Social Security System benefits or the undue extension of them, by means of errors caused by simulation, misrepresentation or concealment of facts.
If grants or any other aid of economic content are requested or received, the data required to grant them must be provided with veracity and accuracy at all times, and the amounts obtained will be used for the purposes on which they are based.
4.- Company loyalty and conflicts of interest.
When performing their professional duties, employees should act loyally and take into account the interests of CEDINSA, which considers that the relationship with its employees should be based on the loyalty arising from common interests.
Employees should avoid situations that could give rise to a conflict of personal and business interests. Conflicts of interest arise in those circumstances where the personal interests of employees, either directly or indirectly, are contrary to or conflict with the interests of the entity, interfere with the correct performance of their professional duties and responsibilities or involve them personally in any transaction or economic operation of the company. Employees should refrain from representing the company and intervening or influencing decision-making in any situation in which they have a personal interest, either directly or indirectly.
5.- Company information and accounting.
CEDINSA declares that veracity of information is a basic principle in all its actions, and its employees must ensure the truthful transmission of all information that they must communicate internally or externally, and in no case may they intentionally provide incorrect or inaccurate information that could lead those who receive it to err.
The various instruments comprising the accounting records of CEDINSA must reflect at all times the true and fair view of the situation of the entity, scrupulously subject to applicable legislation in this area, and with scrupulous recording of all economic transactions that take place.
Employees must always act in accordance with these principles and must refrain from performing any action that breaches the commitment to reflect the movements existing clearly and accurately in the corresponding registries.
6.- Workplace health and safety.
CEDINSA promotes the adoption of occupational health and safety policies and adopts the preventive measures established in current legislation, and ensures regulatory compliance in this regard at all times, adopting the necessary actions. It will also encourage and encourage the application of its occupational health and safety rules and policies by the collaborating companies and suppliers with which it operates.
CEDINSA will provide its employees with the necessary training and resources to enable them to work in a safe and healthy environment, in strict compliance with the legislation on the matter. In turn, employees will be obliged at all times to use the individual or collective occupational risk prevention equipment, equipment for themselves or for third parties, as well as to follow the oral or written rules provided by the company in this regard.
7.- Environmental protection and land management.
Preservation of the environment is one of CEDINSA’s basic principles of action. The group’s employees must assume that policy and act at all times in accordance with the criteria of respect and sustainability, adopt habits and behaviour related to good environmental practices and contribute positively and effectively to achieving the objectives set forth.
Employees must refrain from carrying out practices contrary to the regulations governing the territory. Likewise, any action contrary to laws or other general provisions protecting the environment is expressly prohibited, which, by itself or jointly with others, causes or may cause substantial harm to the quality of air, soil, water, animals, plants or the balance of natural systems.
8.- Protection of intellectual and industrial property.
Intellectual and industrial property are individual rights expressly envisaged in the Universal Declaration of Human Rights and are essential values for economic, social and cultural development.
CEDINSA employees must protect and promote the protection of these rights, and may not engage in behaviour that entails reproduction, plagiarism or any other conduct that affects literary, artistic or scientific works or services, without the authorisation of the holders of the corresponding intellectual property rights or their assignees. They must also refrain from using and promoting the use of patents and utility models and objects protected by those rights.
9.- Data processing.
CEDINSA fully assumes the value of personal data and information as a good deserving of protection and will ensure, in particular, the confidentiality and security of the data provided by employees and third parties, adequately preserving them from any illegitimate interference, in strict compliance with data protection regulations.
All employees of the company who access or know personal data when performing their duties will be obliged to maintain professional secrecy and confidentiality regarding that information. Those involved at any stage of processing the data are bound to the professional secrecy and confidentiality of that information. Those involved at any stage of processing the data are bound to professional secrecy with regard to them and to the duty to keep them correctly, obligations that will replace even after the employment relationship with the Data Controller has ended.
Likewise, all personnel will be obliged to facilitate the rights of Access, Rectification, Cancellation and Opposition to the data subjects who wish to exercise them, in accordance with the indications made by the company in this regard. In any case, the Data Controller or the Security Officer must be informed immediately, obtaining the request submitted by the affected data subject.
Likewise, employees themselves may exercise, at all times, the rights of access, rectification, erasure and objection with regard to their personal data, by notifying the Human Resources Department.
Employees may not use the data owned by CEDINSA of which they are aware in accordance with their professional activity for their own benefit or transfer them to third parties. This obligation will remain operational following the termination, where applicable, of the employment relationship. Likewise, any persons who, as a result of their previous employment activity or for other professional reasons, have access to secret information from other undertakings, may not disclose and use it in the interest of CEDINSA.
10.- Use of the Company’s resources.
The resources that the company makes available to employees for the performance of their duties must be used appropriately and responsibly, respecting the principle of good faith.
With regard to electronic means, information systems, including electronic communications, made available to users by CEDINSA, they should be used basically for professional purposes, with sporadic and responsible personal use allowed.
11.- Anti-corruption policy.
Corruption occurs when employees use unethical practices to obtain any benefit for the company, whether in the field of relations with private or public entities.
CEDINSA does not tolerate practices that aim to influence the intention of persons outside the company to obtain any benefit through the use of unethical practices and will not allow other persons or entities to use such practices with their employees.
A gift is understood as any gift, advantage or favour for free, as well as any other physical present or pecuniary gift. In general, no type of gift may be sought or accepted, the purpose of which is to ensure that the recipient improperly favours, either directly or indirectly, the person or entity that grants it in the contracting of goods or services. Gifts that are not for that purpose will only be accepted in cases admitted by corporate practices and in accordance with customary commercial practices.
Any type of gift, the purpose of which is for the recipient to favour, the entity or the person granting it in the procurement of goods or services or in the resolution, management or processing of files or decisions of any nature, may not be offered or granted. Therefore, gifts that, in accordance with social practices, can be considered to be of moderate value are only permitted, assessing proportionality, intention, frequency and relevance, and that cannot be considered a means to influence the decision of the recipient of the gift.
Invitations to meals and entertainment may be accepted provided that the main purpose is to discuss a business of the entity, is in accordance with customary social or commercial practices, and their economic value is moderate.
No gifts may be offered to public authorities or officials in consideration of their position or function. Any act intended to influence a public official or authority, taking advantage of any situation arising from a personal relationship with it or with another public official or authority, to obtain a resolution that could directly or indirectly generate an economic benefit for the Entity, is prohibited.
Donations to political parties, federations, coalitions and groups of voters and their related foundations, either directly or by person or entity brought, are expressly prohibited.
Any participation of the Entity in influence groups that interact with political institutions must be within the framework of the principles of action established in this Code of Ethics, and in strict compliance with the legally enforceable obligations.
12.- Relations with suppliers.
All group employees involved in selection processes for external suppliers and collaborators are obliged to act impartially and objectively, applying transparent criteria and taking into account quality and cost, and avoiding in any case the collision of their personal interests with those of the company.
V.- DISCIPLINARY SYSTEM
Various sections of the Workers Statute establish that good faith must govern the relationship between the company and employees, and is a basic duty of the latter, given that employees must comply with the specific obligations of their post, in accordance with the rules of good faith and diligence (sections 5, 20  and 54. ).
Any gross breaches of the Code of Ethics will be considered a breach of contractual good faith, and will therefore entail the adoption of the corresponding disciplinary measures.
The Code of Ethics enters into force after its approval by the Board of Directors, and its compliance will be enforceable against all employees, or persons or entities that adhere to it, from the moment they are aware of it.