This Code, developed and adopted by the Board of Directors of Grupo Aire, and ratified by the General Meeting of Shareholders on 28/09/2018, establishes the performance criteria that must be observed by Grupo Aire in the performance of its professional responsibilities.
The aim of the Code is to strive for professional, ethical and responsible behaviour of Grupo Aire and all its employees when conducting their activities, both in its establishments open to the public and in its offices, as an element that contributes to its corporate culture in which training and the personal and professional development of its employees is a priority. To that end, the Code:
- Promotes the knowledge and application of the corporate culture of Grupo Aire, firmly rooted in the fulfilment of human and social rights, and the effective integration of all employees, with respect for their diversity, into the company.
- Encourages and aims to guarantee the principle of due diligence for the prevention, detection and eradication of illegal conduct, whatever its nature, including, among others, the analysis and identification of risks, the revoking of responsibilities, the training of employees and third parties directly related to the company, and the establishment of procedures for the identification and immediate elimination of illegal conduct.
- Takes into account the principle of criminal liability of legal persons, enshrined in Article 31 bis of the Criminal Code, and prevents and sanctions the existence of conduct that may determine the liability of the company among its legal representatives, managers, employees or any other person who is subject to the authority of the company's personnel.
To this end, the principles and values that must govern the relations between the Group and its main stakeholders (employees, customers, shareholders, business partners, suppliers and those societies in which it conducts its business model) are defined.
The Code is based on a series of general principles, the most important of which is that all of Grupo Aire's operations shall be carried out under an ethical and responsible prism; that all natural and legal persons who directly or indirectly maintain any labour, economic, social and/or industrial relationship with Grupo Aire will receive fair and dignified treatment; and that all of the Group's activities shall be carried out in the most environmentally-friendly manner, favouring the conservation of biodiversity and the sustainable management of natural resources.
Likewise, the Code includes commitments to responsible conduct and practices, including: compliance with applicable legislation; compliance with human and labour rights, and with regulations and good practices regarding employment, occupational health and safety; the obligation to act in accordance with the criteria of respect, dignity and justice, taking into account the different cultural sensitivities of employees and/or customers, their diversity and multiculturalism; compliance with product health and safety standards; the establishment of lawful, ethical and respectful relationships with suppliers and authorities; the obligation to avoid conflicts of interest; the duty to use efficiently; the duty to efficiently use the goods and services of Grupo Aire, to protect the Company's information and to comply with regulations on the protection of personal data; the obligation to protect one's own and third parties' industrial and intellectual property; the duty to record economically significant transactions clearly and accurately in the appropriate accounting records and the development of the Group's activity, promoting social and environmental sustainability as a means of creating value for all stakeholders.
Ethics requires the company to strictly comply with the legislation applicable in each case, as well as with the Articles of Association and the Partners Agreement of Grupo Aire, constituting an essential element to guarantee the rights and interests of all the interest groups affected by it: employees, customers, shareholders, suppliers and business partners and society in general.
2.- SCOPE OF APPLICATION
The Code applies to all companies, present and future, that make up Grupo Aire, as well as to all its establishments and offices, and binds all its personnel, both staff and management, regardless of their position and function within the company.
The application of the Code, in whole or in part, may be extended to any individual and/or legal entity related to Grupo Aire, when appropriate for the fulfilment of its purpose and is possible due to the nature of the relationship.
All Directors, Officers, employees, and any representatives shall be personally informed of the Code, when so required by the nature of their relationship, who shall undertake to comply with it in writing. Likewise, the obligation to comply with the Code will be expressly included in the employment contracts of the employees, who shall be given a copy upon joining the company.
This Code of Ethics will be posted, and available to anyone, on the Group's official website www.beaire.com
3.- PARTNER AND MANAGEMENT CONDUCT COMMITMENT
3.1 Partners of Grupo Aire.
In exercising their ownership rights as partners, they must:
- Configure the company as a wealth creation tool, making its profit-generating purpose compatible with sustainable and environmentally-friendly social development, ensuring that all its activity is carried out in an ethical and responsible manner.
- Configure the company as a medium and long term institution, without allowing the short term desire for enrichment to compromise its survival.
- Exercise, in an informed and responsible manner, their voting rights at the Shareholder's General Meetings and, in doing so, always require the company to act ethically, including the approval of this Code of Ethics and pursuing its effective implementation.
- Seek a fair balance between capital and work so that workers are fairly compensated through their wages for their work.
- Appoint, as directors and executives, persons who meet the conditions of appropriate preparation and experience and who carry out their management duties in a professional, ethical and responsible manner.
3.2 Administrators and managers.
In the exercise of their administration and management functions, they must:
- In relation to Management functions:
- Exercise their activities in a professional, ethical and responsible manner.
- Comply with and enforce the company's Code of Ethics and, for this purpose, to make it known and establish appropriate mechanisms to guarantee its application. To this end, an "Ethics Committee" shall be set up, which shall define the policy framework to ensure observance and compliance with the Code, and will act in the event of any irregularity, either ex officio or at the request of a complaint by a third party. The Committee comprises persons with sufficient responsibility and powers in the company to apply the Code and the corrective measures to be taken in the event of infringements.
- Shall accurately inform owners or shareholders of the company's situation and prospects.
- Promote the effective participation of partners in General Meetings, especially by facilitating the exercise of their rights to information and vote.
- Comply with and enforce generally accepted accounting standards and principles and establish internal and external risk control and management systems appropriate to the characteristics of the company.
- Maintain the company's books and records with accuracy and honesty, so that it is possible to obtain information and make decisions in a conscious and responsible manner.
- Provide the company's auditors with all the information and explanations they need to carry out their work.
- Place their own interests below those of the company when they act in its name and on its behalf and do not use the company's assets for their own benefit.
- Immediately inform the administrative body of any fact or situation that could lead to a conflict of interest.
- Guarantee the adequacy of their remuneration to their level of responsibility and performance in the company.
- Maintain the confidentiality of the records, data and documents to which they have access by reason of their functions in the company, even after having ceased to perform them.
- Settle the payment, debts and obligations of the company without delays or unjustified defaults and proceed to the collection of its credits with the diligence that the case requires.
- Choose its collaborators and subordinates based on the principles of merit and capability, only in the interest of the company.
- In relation to the Company's suppliers and customers:
- Deal with suppliers of goods and services in an ethical and lawful manner.
- Seek and select only suppliers whose business practices respect human dignity, do not violate the law and do not jeopardize the company's reputation.
- Select suppliers based on the suitability of their products or services, as well as their price, delivery conditions and quality, not accepting or offering gifts or commissions, in cash or in kind, that may alter the rules of free competition in the production and distribution of goods and services.
- Pursue excellence in the company's goods and services so that its customers and consumers obtain the satisfaction expected of them.
- Deal quickly and efficiently with the complaints of consumers and users, seeking their satisfaction beyond mere compliance with current regulations.
- In relation to the Company's competitors, compete fairly with other companies cooperating in the achievement of a free market based on mutual respect between competitors, refraining from engaging in unfair practices.
- In relation to the Company's employees:
- Treat employees with dignity, respect and fairness, taking into consideration their different cultural sensitivities.
- Not discriminate against employees on the basis of race, religion, age, nationality, sex or any other personal or social condition unrelated to their conditions of merit and capability.
- Not allow any form of violence, harassment or abuse at work.
- Recognise the rights of association, syndication and collective bargaining.
- Encourage the development, training and professional promotion of employees.
- Link the remuneration and promotion of employees to their conditions of merit and capability.
- Ensure occupational health and safety.
- Try to balance work in the company with the personal and family life of employees.
- In relation to civil society:
- Respect human rights and democratic institutions, and promote them where possible.
- Maintain the principle of political neutrality.
- To interact with public authorities and institutions in a lawful and transparent manner.
- Collaborate with the Public Administrations in what the company is required to do according to the law.
4.- RESPONSIBLE CONDUCT AND PRACTICE COMMITMENT
4.1. Compliance with applicable legislation and internal regulations.
Regulatory compliance is an essential supposition of this Code. All employees of Grupo Aire must comply with current legislation and the company's Regulatory Compliance Programme. The observance and application of the Code, under no circumstances, may imply non-compliance with regulations in force in the countries and/or communities where Grupo Aire operates.
Likewise, all employees of Grupo Aire must comply with the company's internal rules and procedures. To facilitate due internal control, the decisions of the executives and/or employees of Grupo Aire will be documented and traceable from the point of view of regulatory compliance, so that the adaptation of decisions to internal and external standards is justifiable, auditable and verifiable, in the case of review by competent third parties or the company itself. For this purpose, and as indicated above, any employee who assumes any position in the Group, including Management and Board of Directors, will have to sign for receipt and compliance with the Code of Ethics.
Grupo Aire undertakes to provide the necessary means for its employees to know and understand the internal and external regulations necessary for the exercise of their responsibilities.
In the event of non-compliance with the Code, the company has put in place a consultation and notification procedure, which allows anyone connected with it to report, confidentially, any irregularity which, in its opinion, constitutes a breach of the Code.
4.2. Employee relations.
Grupo Aire considers people as a key business factor, defends and promotes compliance with human and labour rights and is committed to the application of regulations and good practices in terms of employment conditions and occupational health and safety.
Company personnel shall collaborate in strict compliance with applicable labour standards and with the prevention, detection and eradication of irregularities in this matter. All employees are obliged to act, in their labour relations with other employees, according to criteria of respect, dignity and justice, taking into account the different cultural sensitivities of each person and not allowing any form of violence, harassment or abuse in the workplace, nor discrimination on grounds of race, religion, age, nationality, gender or any other personal or social condition unrelated to their conditions of merit and ability, with particular regard towards the care and labour integration of people with disabilities or handicaps.
All employees are responsible for complying strictly with occupational health and safety standards and for ensuring their own safety and that of those affected by their activities.
The consumption of substances which could affect the proper fulfilment of professional obligations is prohibited.
4.3. Customer relations.
All employees are obliged to act, in their relations with customers, according to criteria of consideration, respect and dignity, taking into account the different cultural sensitivities of each person and not allowing discrimination in treatment on the grounds of race, religion, age, nationality, gender or any other personal or social condition prohibited by law, with particular regard to the care of persons with disabilities or handicaps.
Grupo Aire protects its customers by establishing and implementing mandatory standards for all suppliers in matters of health and product safety, ensuring that the services offered do not involve risks to their health and/or safety in use.
When performing their commercial activities, the employees of Grupo Aire shall promote the company's products based on objective standards, without misrepresenting their conditions or characteristics.
All staff are obliged to ensure the security of the means of payment used in the company's establishments, to ensure the proper functioning and traceability of billing and collection procedures, the protection of customer data and the prevention of fraud.
4.4. Market practices.
Grupo Aire competes in the market fairly and does not accept deceitful, fraudulent or malicious conduct under any circumstances. The commercial actions of Grupo Aire and its employees in an effort to increase the number of customers shall always be performed without infringing competition rules. Employees shall reject any information about competitors obtained improperly or in violation of the confidentiality under which it is maintained by its rightful owners. In particular, special care shall be taken not to violate company secrets by professionals from other companies in the sector in the case of incorporation to Grupo Aire.
Company employees shall also avoid spreading malicious or false information about the company's competitors.
4.5. Supplier relations.
Grupo Aire employees shall interact in a lawful, ethical and respectful manner with their suppliers of goods and services. The selection of suppliers shall be governed on an objective and transparent basis. Procurement activities shall be carried out in strict compliance with the procedures in force in the company. All decisions taken in this area must be accredited, in the sense that they must be justifiable, auditable and verifiable in the case of review by third parties or by the control bodies of Grupo Aire. Grupo Aire personnel shall be obliged to protect commercially sensitive information relating to the conditions established by the company in relation to its supply chain.
4.6. Relations with authorities and officials.
Grupo Aire's employees shall interact with public authorities and institutions in a lawful, ethical and respectful manner, and in line with international provisions for the prevention of corruption. Employees who have a relationship with representatives of public administrations must be specifically authorized by the company.
No employee or manager of Grupo Aire may offer, bestow, request or accept, directly or indirectly, gifts or gifts, favours or compensations, whatever their nature and/or purpose, from any authorities or officials.
Only gifts and hospitality of little value that are proportionate and reasonable according to local practice, transparent, given for legitimate, socially acceptable, and sporadic interests, to prevent their content or regularity from leading to an independent third party to doubt the employee's or the company's good faith. Cash gifts are expressly prohibited.
It is the responsibility of each employee to know and properly assess local practices, taking into account the interest and good reputation of the company. In the case of any doubt, the Ethics Committee should be consulted.
Employees and/or collaborators working in the company's tax section shall avoid obtaining undue tax advantages for Grupo Aire, and shall ensure that the information declared to the authorities in this area is truthful and faithfully reflects the reality of the company, scrupulously complying with the regulations in force.
4.7. Conflicts of interest.
Grupo Aire employees and managers must avoid situations that may lead to a conflict of interest between their personal interests and those of the company. They should also refrain from representing or intervening in matters in which, directly or indirectly, they or a third party associated with them have a personal interest (e.g. the performance by the employee or by persons related to them, directly or indirectly, by themselves or through any company or institution, of activities that constitute the same, equivalent or complementary type of activity as that carried out by Grupo Aire.)
In the event of personal or family conflicts of interest that may compromise the necessary objectivity or professionalism of their role in Grupo Aire, they must inform the Ethics Committee so that the specific case can be analysed and the corresponding measures adopted for the benefit of the company and the employee concerned.
No employee or manager of Grupo Aire may provide services as a consultant, director, manager, employee or advisor to another company in the same sector, with the exception of services that may be provided at the express request of the administrative body of Grupo Aire.
4.8. Exercising other activities.
The employees and managers of Grupo Aire may only carry out work and professional activities outside the scope of those carried out by Grupo Aire, if they do not diminish the efficiency expected in the performance of their duties. Any outside work or professional activity that may affect the company's working day must be authorised in advance by the Ethics Committee.
Any relationship of Grupo Aire, its employees and directors with governments, authorities, institutions and political parties shall be based on the principles of legality and neutrality. The contributions that the company may make, in cash and/or in kind, to political parties, institutions and public authorities, will always be made in accordance with current legislation and guaranteeing its transparency, to which end they must be preceded by a report from the Legal Department accrediting their full legality.
Grupo Aire recognizes the right of its employees to participate in legally recognised political activities, as long as they do not interfere with the correct performance of their activity in the company and they are carried out outside working hours and outside of any of the company's facilities so that they cannot be attributed to the company.
4.9. Use of company goods and services.
The employees and managers of Grupo Aire shall efficiently use the goods and services of the company, always in compliance with the applicable law regardless of the type of good/service, and they shall not make use of them for their own benefit or enjoyment.
They shall also refrain from using the company's funds or bank cards to pay for undertakings that are not part of their activity and position in the company.
Employees and managers should be aware that the documents and data contained in information technology systems and equipment - both hardware and software - which they use to perform their work at Grupo Aire, may be reviewed by the corresponding department of the company, or by a third party designated by them, when deemed necessary and permitted by the regulations in force.
4.10. Confidentiality of information and protection of personal data.
Upon commencing the labour/professional relationship, the staff of Grupo Aire declare that they understand and accept that the company information which they will have access to due to their position, especially all information relating to the company's internal data and the personal data of clients, employees, collaborators, executives, partners, etc..., or any other information belonging to the company which the employee/manager may have access to due to their activity in the company, is confidential and reserved information, which cannot be disclosed nor facilitated to third parties, implicitly or explicitly, without the express and written consent of Grupo Aire.
The employee/manager must adopt all necessary security measures to prevent confidential and reserved information received from becoming known to third parties outside the company, and is obliged not to use, surrender, communicate, disseminate or disclose, implicitly or explicitly, such confidential information to third parties, being aware that the contrary may cause significant damage to Grupo Aire, as well as to the legitimate rights of its partners and customers.
Likewise, they must not duplicate, reproduce or use the information other than is necessary for the performance of their tasks and they shall not store it in information systems that are not property of Grupo Aire, except in the cases and purposes expressly authorised.
This obligation of confidentiality shall remain once the labour/professional relationship with Grupo Aire has ended and shall include the obligation to return any material related to the company that is in the employee's possession at the time of the termination of their relationship with the company.
Employees must respect the personal and family privacy of all those to whose data they have access, always strictly complying with current data protection regulations in order to ensure the proper processing of information and data provided to the company by third parties.
Employees undertake to use personal data only for the purpose authorised by the consenting customer. Likewise, Grupo Aire's personnel must understand and respect all the internal procedures implemented with respect to the storage, custody and access to data, which are intended to guarantee the different levels of security required according to their nature.
Employees shall inform the Data Protection Officer and the Regulatory Compliance Manager of any incident they detect relating to the confidentiality of information or the protection of personal data.
4.11. Protection of intellectual and industrial property.
As stated in the previous clause, upon commencing the labour/professional relationship, the staff of Grupo Aire declares that they understand and accept that the company information which they will have access to due to their position, especially all information relating to procedures, methods, specialized technical expertise, brands, domains, the Group's own internal and individual commercial and/or financial aspects, to their activity, organization, campaigns and promotions, work system, economic data, contractual documentation or any other information belonging to the company which the employee/manager may have access to due to their activity in the company, is confidential and reserved information, which cannot be disclosed nor facilitated to third parties, implicitly or explicitly, without the express and written consent of Grupo Aire.
Grupo Aire's personnel shall take the appropriate measures to guarantee the protection of the company's intellectual and industrial property, ensuring that the processes and decisions adopted in this respect are documented and auditable.
Intellectual and industrial property created, in whole or in part, by employees and/or managers during their employment/professional relationship with the company, shall be the property of the company.
5.- OPERATIONS LOG
All operations of economic significance carried out by the company shall be clearly and accurately recorded in the appropriate corporate minutes and accounting records that represent a true and fair view of the operations carried out, and which shall be available to the auditors and members of the General Meeting.
The employees of Grupo Aire who are responsible for the accounting, finance and treasury departments, both on an occupational basis and in the form of professional services, shall enter the corresponding information into the company's management systems in a complete, clear and precise manner, in order to reflect their rights and obligations as required by the applicable legislation at each date.
The company undertakes to maintain an internal control system for the preparation of financial information. The accounting records shall be available at all times to the auditors and members of the General Meeting. For this purpose, Grupo Aire undertakes to provide its employees with the necessary training to enable them to comply with the internal control system for accounting and financial information.
6.- SOCIAL AND ENVIRONMENTAL COMMITMENT
Grupo Aire's corporate social responsibility, understood as its social and environmental commitment in the performance of its activities and for the benefit of all its stakeholders, is an integral part of its business model.
Grupo Aire's social commitment focuses on sponsorship and social activities carried out by the organisation or channelled through collaboration with social organisations.
Grupo Aire undertakes to minimise the environmental impact of its business activities in accordance with the possibilities offered by modern science and technology. Its employees shall perform their activities promoting the social and environmental sustainability of the company, as a way to create responsible value for all its stakeholders.
7.- THE ETHICS COMMITTEE AND CODE COMPLIANCE
In order to ensure compliance with the Code of Ethics and responsible practices, an Ethics Committee shall be set up, which shall define the policy framework to ensure observance and compliance with the Code, and shall act in the event of any irregularity, either ex officio or at the request of a complaint by a third party.
The Committee shall comprise persons with sufficient responsibility and powers within the company to ensure the application and observance of the Code, as well as to apply corrective measures as appropriate in the event of infringements.
The Committee members shall be appointed by mutual agreement between the administrative body and the compliance manager, it being appropriate that it should at least include the Data Protection Officer, the Regulatory Compliance Manager, a partner or manager with general understanding of the company's operations, and a member of the Group's human resources department.
The committee members shall be appointed for periods of two years, renewable by tacit renewal; they will not receive remuneration of any kind, and may be dismissed by the administrative body, after information and ratification of such decision by the General Meeting.
The Ethics Committee shall have, including but not limited to, the following basic functions:
- Supervision of compliance with and circulation of the Code among all Group personnel.
- Receipt of all kinds of documents related to the application of the Code, as well as control and supervision of the processing and resolution of files.
- The interpretation of the doubts raised by the application of the Code.
- The proposal of any clarifications required by the application of the Code to the Board of Directors
- Preparation of an annual report analysing the application of the Code.
In the exercise of its functions, the Ethics Committee guarantees:
- The confidentiality of all the data and records handled and of the actions carried out, unless it is necessary to submit information by law or judicial request.
- The exhaustive analysis of any data, information or document on the basis of which its action is promoted.
- To bring proceedings appropriate to the circumstances of the case, in which the right to be heard and the presumption of innocence of any person affected shall always be conducted independently and with full respect.
- The indemnity of any complainant as a consequence of the presentation of instances or denunciations in good faith to the Committee.
Once a year, the Ethics Committee will submit a report reviewing its activities and the implementation of the Code. For its part, the Regulatory Compliance Manager shall inform the Board of Directors whenever it so requests, and at least once a year, in compliance with the Code and with the additional documents that make up the internal regulatory compliance model in force at any given time.
The Ethics Committee may act on its own initiative or at the request of a third party. To this effect, any employee and/or manager of Grupo Aire, manufacturers, suppliers or a third party with a direct relationship and legitimate commercial or professional interest, regardless of their hierarchical level and geographical location, may report to the Ethics Committee any breaches of the Code of Ethics and Responsible Practices of which they are aware, which affect Grupo Aire, and which have been committed by other employees, managers, manufacturers, suppliers or third parties with whom Grupo Aire has a direct labour, commercial or professional relationship, by means of a report made in good faith.
Communications made under the Code, whether containing allegations of non-compliance or queries regarding its interpretation or application, may be submitted to the Ethics Committee by any of the following means:
- Ordinary mail to the Group's registered office, addressed to the Ethics Committee: Calle Sos del Rey Católico nº 14 - 7º B - Granada (Spain).
- Email to the address email@example.com
The Ethics Committee shall have at its disposal the means necessary to ensure the implementation of this Code.
The decisions of the Ethics Committee shall be binding on the company and on the employee affected by the file.
8.- ADVERTISING OF THE CODE
The Code will be made available to all employees, will remain published on the website of Grupo Aire (www.beaire.com) and will be the object of appropriate communication, training and awareness-raising actions for its timely implementation and respect by all levels of the company.
For the purposes of this Code, the following definitions shall apply:
Staff or employees: the directors, executives and employees of Grupo Aire, whatever their form of employment, when acting in the name of and/or on behalf of the company, whether they do so directly or indirectly, either by themselves or through a commercial or professional person or company.
Related Person - any person who is in one of the following situations with Grupo Aire staff:
- Spouse or person with an analogous personal relationship.
- Ancestor, descendant or sibling.
- Ancestor, descendant or sibling of the spouse or person with an analogous personal relationship.
Suppliers - manufacturers and/or suppliers of goods and services who maintain direct commercial relations with Grupo Aire.
Business partners - companies in a business relationship with Grupo Aire through the creation of any form of joint, investee, or franchisee venture.
Approved by the General Meeting in Granada on 28 September 2018.