CORPORATE CRIME PREVENTION POLICY

Transcription

1 CORPORATE CRIME PREVENTION POLICY Approved by the Board of Directors of El Corte Inglés, S.A., In Madrid, on 28th/February/2017

2 INDEX CONCEPT PAGE I. Introduction... 3 II. Organisation... 4 III. Nature and purpose... 4 IV. Sphere of application... 5 V. Compliance entity... 6 VI. Compliance principles which underpin the crime prevention system... 7 VII. Evaluation, monitoring and supervision VIII. Approval, entry into effect and updating CCPP Edition of 02/18 Page 2 of 13

3 I. INTRODUCTION Since its foundation, El Corte Inglés, S.A. and the companies of its Group have evinced ethical behaviour based on, among other principles, compliance with the legal regulations and standards applicable at each time. With the intention of advancing in the transparency of that behaviour, the Regulatory Compliance Function was implemented in El Corte Inglés, S.A. by means of a resolution of its Board of Directors on the 25 th of July 2017, with the intention of extending it to the companies of the Group. That Function is the fundamental basis for compliance with both current regulations and the internal policies and regulations of El Corte Inglés, S.A. and the companies of its Group by their employees and executives. As the Code of Ethics establishes and the Statutes of the Regulatory Compliance Function expresses, the aim is to take yet another step forward in the behaviour and culture which El Corte Inglés, S.A. has practised from the outset, defending ethical conduct and a commitment to integrity and social responsibility in the performance of its business activities. Along those same lines, and after the reform of the Criminal Code, in which criminal liability is extended to legal entities, it is obligatory to establish organisational and managerial models designed to outline the surveillance and control measures within this Policy, thus advancing towards greater degrees of commitment and responsibility by the Administrative Bodies in the development of all the business activities; reinforcing excellence in the management of non-fulfilment risks; promoting improvements in the prevention of noncompliant behaviours and, ultimately, advancing in the comprehensive quality of the service to our customers. This Corporate Crime Prevention Policy, henceforth the CCPP, reflects the will of the Administrative Bodies of the companies of the El Corte Inglés Group to align themselves with the best Corporate Governance practices in relation to the development of a system for the management of compliance with the provisions of the Criminal Code, applying the concepts used by judges and courts in their decisions in order to evaluate the reasonable limits for the implementation of this policy, and likewise taking into account the criteria contained in Circular 1/2016 of the State Prosecutor-General's Office on the Criminal Liability of Legal Entities, the jurisprudence of the courts and the standards established in the regulations UNE , on the Management of Compliance, and UNE , on the Management of Criminal Compliance. CCPP Edition of 02/18 Page 3 of 13

4 The Board of Directors of El Corte Inglés, S.A. is responsible for approving the Corporate Strategy and Policies of El Corte Inglés, S.A. and the companies of its Group, as well as approving the compliance and internal control programmes and systems. Consequently, the Board of Directors of El Corte Inglés, S.A., at the proposal of the Audit and Control Committee, has approved the following Corporate Crime Prevention Policy. II. ORGANISATION El Corte Inglés, S.A. is a public interest entity which undertakes many different activities involving the sale and provision of products and services to end consumers. To that end, it interacts with agents, companies, institutions and other stakeholders, as well as Public Administrations, in a framework of collaboration which it undertakes under principles of good faith, constant improvement of the service and attention to shared interests. This diversity of relations and processes can give rise to the generation of non-compliance risks, which must be eliminated or mitigated by means of adequate procedures and controls, as a result of the analysis of the reality in which it operates, the structure it has developed and the distribution of responsibilities. El Corte Inglés, S.A. carries out its business under the principle of full responsibility of each person who provides services in its organisation, within the assigned tasks. It is only through personal effort to perform each function in compliance with the regulations which affect them and seeking excellence in the performance that they can offer customers the standard of quality to which El Corte Inglés is committed. III. NATURE AND PURPOSE 1. This is a Corporate Policy document and forms part of the internal regulations of El Corte Inglés, S.A. The intention is that it be implemented and applied in all the companies which make up the El Corte Inglés Group, except those which operate with their own Regulatory Compliance management systems, because they are regulated activities. CCPP Edition of 02/18 Page 4 of 13

5 2. The purpose of the CCPP is to implement the commitment of El Corte Inglés, S.A. and the companies of its Group in the adoption of a proactive compliance programme in order to: - Determine the situations, processes or actions which could constitute the commission of a crime. - Prevent and establish the preventive controls of any process or situation which, in the performance of the Company's activities, may result in such actions. - Implement prevention, detection, mitigation and/or disciplinary correction measures for actions which could result in or facilitate criminal behaviours. 3. This commitment is based on certain action principles for employees and executives which are not only related to compliance with the existing legal framework but are also reinforced through adoption of the principles accepted in the Code of Ethics approved by the Board of Directors on the 27 th of September 2017, and with the compliance programmes, all of this being the object of adequate information, training and dissemination, as it is considered obligatory since it is an internal regulation. 4. That responsibility is particular important for the executives of El Corte Inglés, S.A. and the companies of its Group due to their roles as supervisors and representatives of the Company and because they should be exemplary in the fulfilment of their obligations. It is because of that degree of responsibility that the executives of El Corte Inglés, S.A. and the companies of its Group subscribe to the Protocol on the Liability of Legal Entities. IV. SPHERE OF APPLICATION The CCPP is applicable to everyone who provides services for El Corte Inglés, S.A. and the companies of its Group which adhere to it, their directors, executives and employees, as well as all the companies which have contractual relationships with them. Approval, modification or replacement of this Policy, where applicable, is the competency of the Board of Directors. The signing up of the companies of the El Corte Inglés Group to this Corporate Compliance Policy must be formalised by means of decisions of their Administrative Bodies. CCPP Edition of 02/18 Page 5 of 13

6 V. COMPLIANCE BODY It is the responsibility of the Chief Compliance Officer (CCO) to develop the Compliance Function in the spheres of action outlined below and which are outlined in the Statutes of the Compliance Function of El Corte Inglés, S. A., approved by the Board of Directors on the 27 th of September 2017: 1. Promotion and assimilation of the culture of compliance, guaranteeing, in collaboration with all the areas and departments, transmission of the concept of effective and real knowledge of the regulations which affect them, in the framework of the approved Code of Ethics and Ethics Channel and with the definition and management of the Compliance Policies and the programmes and procedures which implement them. 2. Management of the regulatory compliance risk, establishing, as a priority, the identification, analysis and evaluation of the criminal risks, while maintaining an efficient preventive and reactive attitude. 3. Consultancy and evaluation of the regulatory benchmark framework, referring any consideration necessary with regard to the criminal regulatory framework to the Board of Directors, in reference to the fulfilment of the latter in El Corte Inglés, S.A. and the companies of its Group and the impact which any modification in that criminal framework could have on their activities, in collaboration with Legal Consultancy. 4. Reactive control of non-fulfilments and non-observances, based on efficient management of the Code of Ethics and in the definition of the corrective systems and procedures for illicit actions, in coordination with the Human Resources department. 5. Information to the Board of Directors regarding management conducted, reporting any relevant situation which impacts regulatory compliance, as well as each year about the general situation and important aspects of the compliance function in El Corte Inglés, S.A. and the companies of its Group, and also in response to any issue required by the Board of Directors. In execution of those responsibilities, and in order to eliminate or avoid the risks of crimes or criminal behaviours, the approval of this CCPP is promoted, based on the principles determined in the following section. CCPP Edition of 02/18 Page 6 of 13

7 VI. COMPLIANCE PRINCIPLES WHICH UNDERPIN THE CRIME PREVENTION SYSTEM The principles which underpin the CCPP are the following: A. Integrity, responsibility and legality in the behaviour of people who provide services in El Corte Inglés, S.A. and the companies of its Group in the performance of their activities. El Corte Inglés, S.A. and the companies of its Group do not permit, authorise or consent to, in any way whatsoever and under no circumstances, their employees and executives carrying out criminal acts or operations, or participating in actions or operations of an illicit nature, or seeking thereby to obtain a personal benefit or to favour any presumed interest of the Company. In order to promote integrity and responsibility in each one of the actions of its personnel in the performance of their work, El Corte Inglés has established in its Code of Ethics the commitment to inform about, raise awareness of and train in rigorous compliance with the established legal regulations and the internal standards of the Company, by means of the internal communication channels which have been provided. The same actions will be undertaken by the companies which make up its Group, through the bodies responsible for them. B. Compliance with current legal regulations. El Corte Inglés, S.A. and the companies of its Group are committed to rigorous compliance with current legal regulations, both national and international. With that aim and the aim of putting into practice the management systems, compliance programmes and the relevant control measures, specific analysis and implementation actions will be undertaken, in a bid to increase awareness and engagement among all employees and executives. As the framework of that compliance, the possible commission of crimes attributable to legal entities is related to those typified in the Special Part of the Criminal Code and detailed in Circular 1/2016 of the State Prosecutor-General's Office: Illegal trafficking of human organs Human trafficking Prostitution/ sexual exploitation / corruption of minors Discovery and revelation of secrets and computer hacking Scams CCPP Edition of 02/18 Page 7 of 13

8 Impeding implementation Punishable insolvencies Computer damage Against intellectual and industrial property, the market and consumers Money laundering Illegal financing of political parties Against the Public Finances and Social Security Against the rights of foreign citizens Unauthorised land development or construction Against natural resources and the environment In relation to ionising radiations Risks caused by explosives and other agents Against public health Drug trafficking Forgery of currency Forgery of credit and debit cards and traveller's cheques Bribery Influence peddling Hate crimes and glorification Funding of terrorism Related to genetic manipulation Price fixing in public tenders and auctions Refusal to permit inspection actions Crimes against workers' rights Unlawful association Criminal groups and organisations and terrorist groups and organisations C. Adoption of compliance programmes and procedures El Corte Inglés, S.A. and the companies of its Group adopt compliance programmes which, in the different organisation and management models, incorporate the appropriate surveillance, supervision and control measures to prevent and/or detect the commission of crimes of different kinds or to significantly reduce the risk of their commission. CCPP Edition of 02/18 Page 8 of 13

9 D. Management of crime risks. El Corte Inglés S.A. and the companies of its Group establish and apply compliance programmes for the effective management of the criminal risks which could potentially derive from their activities. That management is based on the identification of risks, their prevention, and monitoring and reporting the results, starting from sufficient information to be able to ascertain the type, nature and relevance of the crimes which could be committed in relation to the performance of the Company's commercial activities. El Corte Inglés, S.A. and the companies of its Group have identified and evaluated the following criminal risks as those which are susceptible to being committed in the performance of their commercial activities: CR01: Revelation of secrets CR02: Scams and fraud CR03: Prevention of enforcement/punishable insolvencies CR04: Computer hacking and damage CR05: Crimes against intellectual and industrial property CR06: Crimes of corruption in business. Corruption between individuals CR07: Crimes related to the market and consumers CR08: Receiving and laundering money CR09: Crimes against the Public Finances or Social Security. Tax Crimes CR10: False accountancy/ fraudulent billing CR11: Crimes of unauthorised construction or land development CR12: Crimes against natural resources and the environment CR13: Crimes against public health CR14: Corruption CR15: Influence peddling CR16: Price fixing in public tenders and auctions CR17: Obstruction of inspection activity CR18: Corporate crimes CR19: Crimes against workers' rights CCPP Edition of 02/18 Page 9 of 13

10 Each one of these risks is controlled by means of the application of this CCPP. In some cases, depending on the nature of the risk, a specific policy may be implemented for a particular risk, its own compliance programme, which will be taken on board by the Company, being developed. E. Duty to report The employees and executives of El Corte Inglés, S.A. and the companies of its Group, as well as related third parties in commercial or contractual matters, have the obligation of reporting - by means of the relevant channels made available to them - any action or omission which could be interpreted as constituting a crime. El Corte Inglés, S.A. and the companies of its Group have an Ethics Channel, which must be informed through the following means of communication: etica@elcorteingles.es Postal Address: El Corte Inglés, S.A. Compliance Officer c/ Hermosilla Madrid Website: Corporate intranet: window for this purpose F. Disciplinary system. Infringements of this Corporate Policy are considered infringements of the greatest seriousness. Any behaviour which hampers or impedes the discovery of those crimes will likewise be considered as extremely grave, as well as infringement of the duty to report any compliance failures detected. The disciplinary measures will be in line with that degree of seriousness, in application of current labour regulations and the Collective Bargaining Agreement corresponding to the Company's activity. If the illicit action is committed by Providers, Suppliers, Collaborators or companies providing any type of service to El Corte Inglés, S.A. or the companies of its Group, the commercial relationship will be terminated, within the framework envisaged in current legislation. CCPP Edition of 02/18 Page 10 of 13

11 G. Collaboration with public representatives El Corte Inglés, S.A. and the companies of its Group will collaborate fully in the actions and investigations carried out by the Court Authorities, the inspection bodies empowered to that end, the State Security Forces and Agencies, or any other relevant public body, in relation to the possible commission of criminal acts in the companies. They shall likewise inform those bodies of any act which may constitute a crime of which they have knowledge, through the relevant channels. H. Staff Training and Awareness-Raising: Training of employees and executives in relation to regulatory compliance is crucial for El Corte Inglés, S.A. and the companies of its Group; therefore general training and information initiatives must be established in order to maintain a culture of compliance aligned with the principles which underpin the crime prevention system. Likewise, the necessary specific training initiatives will be undertaken, related to specific regulatory aspects for certain jobs. VII. EVALUATION, MONITORING AND SUPERVISION Evaluation At least once a year, the Chief Compliance Officer (CCO) will evaluate the fulfilment and efficacy of the CCPP and will report the result to the Audit and Control Committee and the Board of Directors. Monitoring and Supervision The Chief Compliance Officer will be responsible for constantly monitoring and supervising this Policy, based on the Principles listed in section V and following the Statues and Regulations of the Compliance Function. The evaluation, monitoring and supervision tasks will be carried out following the procedure established in the Statutes and Regulations of the Compliance Function, as well as other specific procedures which are determined for particular aspects of the CCPP Edition of 02/18 Page 11 of 13

12 activities of El Corte Inglés, S.A. and the companies of its Group, including, among others: - The integrity of the financial information prepared by El Corte Inglés, S.A. and the companies of its Group. - Monitoring of the protocols for the assignment of functions and responsibilities, as well as the policies and systems for the authorisation of operations for decision-making. - Due diligence in the relations which El Corte Inglés, S.A. and the companies of its Group establish with commercial partners, suppliers and operators in the supply chain. The bodies which perform those functions in the countries in which the El Corte Inglés Group operates, with the obligatory intervention of the CCO as the Control Body, will establish the internal procedures of a local nature which apply the principles established in this Policy, adapting its content in accordance with the applicable law in their respective jurisdictions. The Internal Audit Department will review the adequacy and efficacy of the internal control measures related to compliance with criminal regulations, and will evaluate the fulfilment and efficacy of the CCPP. VIII. APPROVAL, ENTRY INTO EFFECT AND UPDATING This Corporate Crime Prevention Policy was approved by the Board of Directors of El Corte Inglés, S.A. at a meeting thereof held on February 28 th From that moment on, it is fully in effect in all its terms. This Policy must be kept up to date over time. To that end, it must be reviewed once a year ordinarily and, extraordinarily, every time there are changes in the strategic objectives or the applicable legislation, with the CCO presenting a proposal for modification, having first consulted with the Compliance Committee (CC), to the Audit and Control Committee, which, where applicable, will refer it to the Board of Directors for its approval. CCPP Edition of 02/18 Page 12 of 13

13 LOG OF CHANGES CRIME PREVENTION POLICY First Version Date of approval: 28 th February 2018 Compliance Doc. Ref.: 5/18 Date of annual review Conformity Proposed Modification.... CCPP Edition of 02/18 Page 13 of 13