THICAL PRINCIPLES OF THE MAERO GROUP The value of people
TABLE OF CONTENTS MESSAGE FROM THE MANAGEMENT 2 OBJECTIVE AND SCOPE OF APPLICATION 3 HUMAN CAPITAL 4 OUR ORGANISATION 6 PRINCIPALS OF ACTION 7 COMPLIANCE, COMMUNICATION AND FOLLOW-UP 10 COMPLAINTS CHANNEL 11 VALIDITY AND NON-COMPLIANCE 11 1
MESSAGE FROM THE MANAGEMENT Dear colleagues, Since its creation, the Clece Group has maintained a business commitment to the different agents that take part in its activities and interact with the Group and its employees. This commitment is based on the ethical principles that guide the operation of the Group and form part of its corporate culture. We have always felt proud of the quality of our work, of our experience and professionalism, and the strength of our values and way of working. We are committed advocates of legal and ethical conduct, and we promote this behaviour throughout all the markets in which we operate. Therefore we must ensure that Our values: Solvency, Flexibility, Excellence, People and Integrity both within and outside the organisation, everyone understands our way of doing things. The key to our success is based on transparency and honesty. This document expresses our business philosophy and commitment, linking our vision and business strategy, our corporate social responsibility practices, compliance with legal standards, and the ethics and values that govern our actions. Ultimately it is vital to ensure and maintain mutual respect among shareholders, managers, clients, providers, collaborators, competitors and government, community and environmental authorities. Awareness of and compliance with the document s standards are crucial to continue to adapt to the exigencies of an increasingly-competitive global market and give our clients and workers the confidence to trust that the organisation has implemented the internal processes and ethical practices that guarantee the rights of workers accepted on the national and international stages. In this regard, all employees have the responsibility to be aware of and comply with the ethical principles of the Clece Group, as well as report any undue behaviour they may observe. In addition, all employees will be protected against any possible measures taken against them. I encourage each of you to continue to be responsible, uphold the highest degree of integrity and honesty in our work environment and society so that we may maintain the prestige of being a trustworthy, ethical, transparent company, with principles, values and respect towards individuals. 2
OBJECTIVE AND SCOPE OF APPLICATION The ethical principles have been devised to provide a basic understanding of the norms of ethical conduct of the Clece Group (hereinafter, MAERO). Likewise, the aim is to present the resources available in the company that serve to clarify these norms, providing assessment guidelines for compliance purposes. The MAERO employees and managers are expected to act with integrity, professionalism and to respect the interests of the company They contain the basic MAERO principles of action, which in turn inspire and develop into the norms and internal procedures of the organisation and its functioning. Although it concerns daily behaviour in our work, it cannot cover all possible cases and circumstances. As well as the guidelines given in the document, our personal and professional conduct is always based on the principles of good faith, behavioural integrity and common sense. It is applicable to all employees of all the MAERO areas, including Uniones Temporales de Empresas (UTE S) [Joint Ventures], regardless of the type of contract determining the working relationship, the position occupied or place of work. We should encourage clients, providers and subcontractors with whom we work to learn its content and be governed by the same patterns of conduct and values established in this document. As well as strict adherence to the legal framework, all the policies and strategic plans of the group are reflected in our corporate style and culture. 3
HUMAN CAPITAL All of MAERO's strategic policies and plans are reflected in our corporate values. Our Human Capital is one of the main values on which the success of MAERO is based, giving added value to our services through an active people management policy. At MAERO, no strategic policy would be possible without the essential contribution of its great human team Due to all of this, at MAERO we believe in balanced growth while taking on the challenges and responsibilities that we have been faced with; in this regard we have opened new paths toward company and professional development through an active commitment to society, all thanks to the people who form the human group at MAERO, a team identified with a common project and commitment. Respect and dignity: MAERO treats all people with respect and dignity, and values the cultural and individual differences of each person and acknowledging their rights as employees. Both managers and employees must initiate communication with frequency and respect, listening mutually regardless of position or rank. Workers at MAERO enjoy the new Equality Plan, in force since July 2009. The agreement materialises and drives the MAERO policy in this area with measures to guarantee the principles of equal treatment and opportunities between women and men No employee may be discriminated against due to age, race, gender, religion, sexual preference, marital status or maternity, political opinion or ethnicity. The company will not engage in forced labour or demand that its staff leave any deposits or identity documents in its possession when commencing a working relationship. All Employees must know the basic terms and conditions of their employment and the company will not accept any workers under the age of 16 (under all circumstances in compliance with the stipulations of current legislation in regard to minors). Likewise, MAERO will not use or support the use of corporal punishment, mental or physical coercion or verbal abuse. 4
Work-life balance: MAERO promotes a healthy work-life balance, and encourages managers and employees to work with their performance managers to find suitable solutions when facing any difficulties that may arise in this area. The company guarantees compliance in regard to work schedules, respecting legislation. Harassment: The human team is one of the main values on which the success of MAERO is based: The value of people Abuse, harassment and sexual abuse in any form is prohibited: verbal abuse, physical abuse, intimidation, hostility, request for sexual favours or behaviour in exchange for employment, performance evaluations or promotions. 5
OUR ORGANISATION Thanks to the integration of the different business areas, both in management and provision of services, we are able to give a global and quality response to the needs of the client and satisfy their expectations, always seeking to continually improve. Professional development, Continuous Training System, Innovation and Workplace Risk Prevention: our keys to generate added value in the quality of our services and in the people who form part of our team Professional development: MAERO supports professional development opportunities and makes them available to all its personnel. The company is committed to a training policy that promotes learning and the personal and professional development of employees, in order for them to reach the highest level of performance in their tasks. Health and Safety: The Workplace Risk Prevention policy is a further value taken into consideration for each and every one of MAERO s activities, decisions, orders and instructions at each hierarchical level; it is an effective measure for people management and workplace accident prevention. MAERO requires that safety in the workplace always be a priority to provide its employees with a safe and stable environment and it is committed to consistently updating the workplace prevention measures established by law. Our comprehensive management policy is the benchmark for establishing the objectives and challenges that ensure continuous improvement of the organization and the satisfaction of our clients. It is our point of reference in matters of quality, environment, health and safety and social responsibility. Respect for the Environment: MAERO is committed to preserving the environment and preventing contamination, technically and economically reducing the environmental impact of our activities to the full extent possible. Freedom of Association: MAERO respects the rights of workers to unionise, to be members of a union they freely choose and the right to collective bargaining. 6
PRINCIPALS OF ACTION Excellence in management includes loyal and ethical behaviour from each of us. Our principles of action contain guidelines in regard to individual responsibilities towards our employees, clients, providers, shareholders and other interest groups. Integrity and professionalism: The employees and managers of MAERO must act with integrity and professionalism and respect the interests of the company, with actions that are efficient and focused on excellence and quality in all its services. Compliance with the law: All MAERO employees and managers must comply with the laws in force where they work, following their spirit and purpose, and always behave ethically. Corporate social responsibility means an active and willing contribution from companies to social, economic and environmental progress. It is a challenge that MAERO meets with great determination as it forms part of the intrinsic philosophy of the company Integrity and Transparency with interest groups: MAERO considers its providers and collaborating companies indispensable for reaching its objectives for growth, profitability and for improving the quality of service, and aims to establish stable relations based on trust and mutual benefit. Our relationships are based on confidence, transparency and confidentiality. In the selection of providers we promote competition among them, acting impartially and independently. Awareness of and compliance with it are crucial to continue to adapt to the exigencies of an increasinglycompetitive global market, giving the confidence to our clients and workers so that they may trust that the organisation has implemented the internal processes and ethical practices that guarantee the workers rights accepted on national and international stages. All the employees that participate in the process of selecting providers act with impartiality, avoiding any conflicts of interest. 7
MAERO's reputation: MAERO carries out its activities in a multitude of areas that have a clear impact on society. Its reputation depends on the perception that it projects to the outside, not only through each activity carried out, but with the conduct of its personnel. Managers and employees are responsible for preserving the brand and reputation of MAERO and must avoid any actions that could discredit it. When our activities can have a significant public repercussion, use of the name or image of MAERO must be avoided in political options or opinion. Suitable use of assets and resources MAERO's assets and resources must be cared for by all managers and employees, such that they can only be used for legitimate company purposes within their sphere of activities. The following are the property and assets of MAERO, including but not limited to: Information on business, people products. Information processing systems, including files, electronic systems, computers and email. Reports, technology, intellectual and industrial property Fraudulent practices and conflicts of interests: Under no circumstances are fraudulent practices permitted, this being understood as any intentional act carried out by a person for profit, inappropriately using any information, asset or resource belonging to MAERO. No employee is permitted to make and/or receive illicit payments or bribes, gifts, donations, perks or advantages from entities, people, public or governmental authorities in order to gain any concession, contract, approval or advantage to the benefit of the organisation. All conflicts of interest must be avoided, both real and perceived. Conflicts of interest are caused when the independence and impartiality The magazine Dirigentes (Executives) in its 2009 edition awarded its Prizes for Excellence and MAERO was one of the recipients of the prestigious award in the Vanguard category. The main values for which MAERO was awarded were effectiveness, effort, dedication and corporate excellence of the person making decisions is compromised due to other interests that influence the result of a decision, especially for private gain. 8
Personal conflicts of interest can arise, for instance, due to personal investments, work done by family members or from prior working relationships. Managers and employees must make sure to avoid conflicts of interest and maintain their independence at all times. MAERO expects that any non-compliance in matters of independence be reported and that any infraction related to conflicts of interest be communicated if any arise. Gifts and hospitalities: The employees and managers of MAERO must not accept courtesies, benefits or free gifts and less still for or in order to carry out an operation. Thus, it is prohibited to request or accept gifts when these could undermine independence, objectivity or professional standards. When offering or accepting gifts, the policies of the receiving or offering organisation must be considered as well as the norms to which its employees are subject. In general terms, it is permitted to accompany staff members of clients to suitable entertainments, among which are included lunches and dinners, but special attention must be paid to avoid taking part in events that could negatively affect the objectivity or independence of the brand or the individual in question. Confidentiality: The professional norms and contractual conditions applicable to the majority of workers require that they maintain confidentiality of the information of clients, users and employees that is not in the public domain. MAERO complies with the legal obligation to keep the personal data we handle when providing services absolutely confidential, for our staff and users and clients, providing all with the trust required in the management of this data. The private and confidential information is not communicated to third parties and special care must be taken to prevent divulging said information accidentally. In any case they will act according to the provisions in the Document on Safety and work procedures existing in regard to processing information. 9
Operation registration and creation of financial information: All registries, accounting and financial reports must adequately reflect the financial situation as well as the results of our operations. In the creation of the financial information accounting standards and principles are required to be followed with precision and integrity and the suitable processes and internal controls must be followed to guarantee that the accounting and financial reports are complete, reliable and comply with all the applicable legal requisites. Due to the foregoing the staff will collaborate and facilitate the work of Internal Auditing as well as that of external auditors and competent authorities. COMPLIANCE, COMMUNICATION AND MONITORING Responsibility and strict compliance with these principles are of general observance and do not allow for exceptions. All those who exercise Management, Leadership or Supervisory functions have the obligation to give an example of compliance with this document and not allow any degree of the standards, practices and ethical behaviour established to be sacrificed. All employees have the duty and right to inform their superior reliably and in writing of any conduct in the company that they may believe in good faith to be an infraction of the laws or principles. The superiors must take suitable measures to resolve any issue that arises. MAERO does not allow any discrimination or reprisals against employees for having reported real or suspected infractions in good faith. However, malicious communication of incorrect information or false reports will constitute a violation of this document and disciplinary measures may consequently be taken. In order to ensure compliance with these principles, resolve incidents or doubts about their interpretation and adopt suitable measures for better compliance, a Monitoring Committee was created. 10
COMPLAINTS CHANNEL The Monitoring Committee will implement a complaints channel that allows any person to denounce conduct that is not in line with the Ethics Principles, guaranteeing the absolute confidentiality and anonymity of the complainant. VALIDITY AND NON-COMPLIANCE These principles enter into force on the day of their approval by the MAERO Management, which must be communicated to all employees and will remain valid as long as no updates, revision or annulment is approved. Those persons who contravene this document, regardless of their position or rank, may be subject to disciplinary measures, among which are included the termination of the corresponding working or commercial relationship. 11