general code of conduct
TRANSCRIPT
General Code of Conduct
TABLE OF CONTENTS
GENERAL CODE OF CONDUCT POSTAL GROUP 1. INTRODUCTION ....................................................................................... 2 2. PURPOSE ................................................................................................ 3 3. SCOPE OF APPLICATION ........................................................................... 4 4. GUIDING PRINCIPLES OF THE CORREOS GROUP .......................................... 5 CORPORATE AND SOCIAL BEHAVIOUR ................................................................ 5
4.1. Internal Operation of Corporate Bodies ............................................ 5 4.2. Relationships with and between employees ...................................... 6
4.2.1. Respect and Equal Treatment ........................................................ 6
4.2.2. Equal opportunities ...................................................................... 6
4.2.3. Human Rights and Fundamental Freedoms ...................................... 6
4.2.4. Promoting personal and professional balance ................................... 6 4.3. Relationships with third parties and the Market ................................. 7
4.3.1. Leadership and Transparency ......................................................... 7
4.3.2. Professionalism and Solidarity ........................................................ 7
4.3.3. Fair competition ........................................................................... 7
4.3.4. Conflict of interest ........................................................................ 7 4.4. Relationships with the members of Government Entities .................... 8 4.5. Responsibility and commitment to Society ....................................... 8
5. LAWFULNESS .......................................................................................... 9 6. CONFIDENTIALITY OF INFORMATION ......................................................... 10
6.1. Privileged and Confidential Information of the CORREOS Group ......... 10 6.2. Personal data ............................................................................. 11
7. INDUSTRIAL AND INTELLECTUAL PROPERTY ............................................... 12 8. PROHIBITION OF GIFTS AND/OR BENEFITS ................................................ 13 9. ENVIRONMENT ....................................................................................... 14 10. HEALTH AND SAFETY IN THE WORKPLACE .................................................. 15 11. SUBCONTRACTING ................................................................................. 16 12. IMPLEMENTATION ................................................................................... 17
REPORTING AND WHISTLEBLOWING SYSTEM
1. PURPOSE AND SCOPE .............................................................................. 2 2. REPORTING ............................................................................................ 3 3. PROCESSING OF THE REPORTING .............................................................. 4 4. INFORMATION TO THE WHISTLEBLOWER .................................................... 5 5. RIGHT TO PRIVACY, HONOUR AND REPUTATION AND PROTECTION OF
PERSONAL DATA ..................................................................................... 6 6. ANNEX 1: WHISTLEBLOWING FORM ........................................................... 7
GENERAL CODE OF CONDUCT POSTAL GROUP
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TABLE OF CONTENTS
1. INTRODUCTION 2
2. PURPOSE 3
3. SCOPE OF APPLICATION 4
4. GUIDING PRINCIPLES OF THE CORREOS GROUP 5
CORPORATE AND SOCIAL BEHAVIOUR 5
4.1. Internal Operation of Corporate Bodies .................................................... 6 4.2. Relationships with and between employees .............................................. 6
4.2.1. Respect and Equal Treatment ..................................................... 6 4.2.2. Equal opportunities ................................................................... 6 4.2.3. Human Rights and Fundamental Freedoms ................................... 6 4.2.4. Promoting personal and professional balance ................................ 6
4.3. Relationships with third parties and the market ......................................... 7 4.3.1. Leadership and Transparency ...................................................... 7 4.3.2. Professionalism and Solidarity ..................................................... 7 4.3.3. Fair competition ........................................................................ 7 4.3.4. Conflict of interest ..................................................................... 7
4.4. Relationships with members of Government Entities .................................. 8 4.5. Responsibility and commitment to Society ................................................ 8
5. LAWFULNESS 9
6. CONFIDENTIALITY OF INFORMATION 10
6.1. Privileged and Confidential Information of the CORREOS Group ................. 10 6.2. Personal data ..................................................................................... 11
7. INDUSTRIAL AND INTELLECTUAL PROPERTY 12
8. PROHIBITION OF GIFTS AND/OR BENEFITS 13
9. ENVIRONMENT 14
10. HEALTH AND SAFETY IN THE WORKPLACE 15
11. SUBCONTRACTING 16
12. IMPLEMENTATION 17
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1. INTRODUCTION
The changes in the way companies are organised and managed that are taking place in the Spanish market and legislation bring with them the need to update the CORREOS Group General Code of Conduct, together with the procedures, policies, protocols and manuals already in place, as a reference guide and backbone of the ethical principles that each of the companies comprising the Group must incorporate and apply in the day-to-day exercise of their business activity.
This General Code of Conduct also represents an additional internal protocol to those currently existing within the CORREOS Group, with the purpose of preventing the risk of criminal charges, emphasising the need to keep up with compliance, not only with this Code, but also with the other internal protocols currently in place, with their ethical principles embodied in this General Code of Conduct.
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2. PURPOSE
This General Code of Conduct (hereinafter, the Code) has the purpose of establishing the principles and guidelines that must govern the development of the activities and commercial relations of the CORREOS Group companies, both internally, with regard to the companies comprising the Group, as well as to all employees, executives and directors who may use the name CORREOS in the exercise of their functions, and externally, in the market and with all competitors.
It also seeks to facilitate the development of day-to-day operations in an ethical, serious, professional and honest environment, in accordance with the most basic principles of contractual good faith and with current legislation.
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3. SCOPE OF APPLICATION
This Code applies to and binds the following groups of persons and entities:
Members of the Management Body of any of the CORREOS Group companies, regardless of the type.
Members of Committees, Departments or similar collegiate bodies performing
management functions either at Group level or within each of the Group companies.
Companies and organisations linked to the CORREOS Group by a relationship of actual control or the management and/or direction of which is entrusted to any CORREOS Group company, irrespective of the title.
All employees and executives of any CORREOS Group company.
Subcontractors, intermediaries, agents and brokers, in case of lack of internal
procedures or codes of conduct equivalent to those implemented in the CORREOS Group.
The abovementioned persons and entities, regardless of their function within the Group organisation or company to which they belong, are responsible to ensure compliance with this Code. Any failure to comply with this Code will not be tolerated or neglected, and no employee reporting suspicious, illegal or unlawful activities, or activities in breach of this Code, shall be penalised.
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4. GUIDING PRINCIPLES OF THE CORREOS GROUP
CORPORATE AND SOCIAL BEHAVIOUR
The conduct that should govern the CORREOS Group actions shall be as follows:
4.1. Internal Operation of Corporate Bodies
The performance of the duties of a director or executive of any Group company shall entail the obligation to comply with the following duties:
Exercise the office with the diligence of a prudent business person and with loyalty to
all shareholders, partners and the interests of the Group.
In the exercise of their functions, comply with applicable law.
Comply with the confidentiality obligation concerning information relating to the Group and/or any of its companies, as well as concerning resolutions of its bodies, even after they have ceased from office.
Directors and executives shall refrain from performing functions or holding office,
directly or indirectly, in other companies or firms operating in competition or in conflict with the CORREOS Group company where they carry out their activities.
In this regard, before accepting any office, employment or collaboration in other companies or firms, whether private or public, they shall obtain the express written authorisation of the Management Body of the company to which they belong; a two-thirds majority is required for the approval of such authorisation.
Refrain from engaging on a personal basis, directly or indirectly, in professional or
commercial transactions with the Group or with any of its companies, unless expressly authorised by the Management Body, by a majority of its members.
Notify the Steering Committee of any business opportunities coming to their attention
that may be of interest to the Company.
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4.2. Relationships with and between employees
4.2.1. Respect and Equal Treatment
The CORREOS Group is committed to providing all directors, executives and employees with suitable and fair working conditions. Similarly, no abusive, hostile or offensive conduct or discrimination on grounds of race, sex, sexual orientation, belief, ideas, religion, social origin, disability, nationality, age or any other circumstance shall be tolerated among any of the members of the CORREOS Group, regardless of their rank or qualifications.
The CORREOS Group also repudiates any kind of harassment at work, whether of a sexual nature or otherwise.
4.2.2. Equal opportunities
All employees shall enjoy equal opportunities for career development; promotion decisions may only be based on objective parameters such as training, merit, effort and, where applicable, leadership qualities and skills.
4.2.3. Human Rights and Fundamental Freedoms
All members of the CORREOS Group are required to strictly comply with the Fundamental Rights and Civil Freedoms set out in the Universal Declaration of Human Rights of 1948, the International Covenant on Civil and Political Rights of 16 December 1966, the International Covenant on Economic, Social and Cultural Rights of 16 December 1966, the Spanish Constitution of 1978 and any other regulations aimed at protecting and complying with the fundamental rights and public freedoms recognised in Spanish territory.
4.2.4. Promoting personal and professional balance
The CORREOS Group is aware of the importance of a full personal life for its employees, for the proper performance of their duties.
Similarly, the CORREOS Group is aware of the difficulties of successfully combining work and personal life. Therefore, one of its goals is to promote a balance between professional and personal life within the company’s organisational sphere, adapting as far as possible to its employees, executives and directors’ personal and family situations and circumstances.
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4.3. Relationships with third parties and the Market
Relationships with third parties, such as suppliers, customers, competitors and partners, as well as with investors and agents in the market in which the CORREOS Group companies operate, shall be governed by the following principles:
4.3.1. Leadership and Transparency
The management and direction of the Company shall be entrusted to the most suitable persons based on their knowledge, qualities, experience and leadership skills, opting at all times for a shared management model that takes advantage of the mutual understanding and complementarity of the Group companies’ directors.
4.3.2. Professionalism and Solidarity
The Company shall be governed by strictly professional criteria, requiring from its employees integrity, dedication, love for a job well done, responsibility and loyalty.
The employees, executives and directors of the CORREOS Group shall disregard their personal interests when making business decisions and shall ensure that the Company management and direction is organised serving the corporate interest and not the family or personal interest, thereby pursuing the creation of long-term value for the shareholder and ensuring the fullest commitment to lawfulness, safety and appropriate risk management.
The CORREOS Group will, to the best of its ability, assist employees, executives and directors, upon request, to achieve their professional aspirations. Employees, executives and directors of the CORREOS Group whose conduct, behaviour or personal efforts are not consistent with their requests shall not be eligible for assistance.
4.3.3. Fair competition
Within the framework of its ordinary business, the CORREOS Group undertakes to operate in such a way as to comply with the provisions of the national and EU Antitrust and Unfair Competition regulations: more specifically, it undertakes to avoid all those actions considered as prohibited conduct by the abovementioned regulations.
4.3.4. Conflict of interest
The CORREOS Group rejects any conflicts of interest among its employees, executives or directors. In this regard, when personal and professional interests are in conflict, the Compliance Committee should be informed through the internal channels established for this purpose (Reporting and Whistleblowing System).
A conflict of interest exists when decisions to be taken professionally are not influenced by valid business parameters, but by personal and family interests, seeking an individual benefit, which in turn causes damage to the CORREOS Group.
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4.4. Relationships with the members of Government Entities
CORREOS Group members shall always conduct themselves with transparency, ethics and integrity when dealing with members of Government Entities, both national and foreign.
No actions may ever be carried out on behalf of the CORREOS Group that involve the delivery, acceptance, agreement to or offer of, inter alia, gifts, extravagant entertainment or hidden fees to members of Government Entities or to persons closely related to them.
Donations intended to influence the Government Entities or to obtain an unlawful commercial advantage cannot be authorised. Contributions to political parties, regardless of their orientation, are also prohibited.
Personal or family relationship with a public authority or public official shall not be invoked, irrespective of the reasons underlying or giving rise thereto. The same is applicable to contacts with foreign officials and/or authorities.
4.5. Responsibility and commitment to Society
The CORREOS Group undertakes to carry out its activities as to respect Society, thus complying with all applicable regulations, specifically those aimed at respecting cultural diversity and customs.
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5. LAWFULNESS
All directors, executives, partners and employees of the CORREOS Group companies are required to comply with and abide by current legislation, irrespective of their rank and scope of application, in the performance of their work and activities, specifically when these involve operations with clear social repercussions or persons belonging to the political environment.
Similarly, all persons mentioned in Section 3 hereof shall comply with the provisions of this Code that may be applicable to them in the ordinary performance of their duties.
In this regard, if any of the persons mentioned in Section 3 observe or become aware of a breach of any of these provisions, they shall immediately inform the Compliance Committee, through the mechanisms adopted for this purpose (Reporting and Whistleblowing System).
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6. CONFIDENTIALITY OF INFORMATION
6.1. Privileged and Confidential Information of the CORREOS Group
The CORREOS Group members have the duty and obligation to keep the utmost confidentiality of all information relating to the company that could be classified as privileged, confidential and/or secret, and therefore may not be disclosed or used for personal gain.
Confidential Information is:
Information that, because it is not of a public nature, affects the Group’s
business to the fullest extent: customer details, market, financial data, methods or processes.
Information provided by third parties to the Group, which is subject to
confidentiality obligations.
With regard to the disclosure of this information, the following two scenarios are envisaged:
When disclosure of Confidential Information is necessary for the
performance of an activity, all possible precautions and measures should be taken to protect its confidential nature.
When such information concerns a third party, it may only and in any
event be disclosed with their approval.
All records must be strictly kept in accordance with applicable legislation and the CORREOS Group internal policies and procedures.
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6.2. Personal data
The CORREOS Group and the employees who, by virtue of their office, process personal data of employees, executives, directors or partners may only make use of such data in compliance with the provisions of the Spanish Organic Law on the Protection of Personal Data and the regulations implementing it, as well as in compliance at all times with the internal procedures implemented within the Group. Similarly, personal data shall be processed in accordance with the purpose for which they were collected.
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7. INDUSTRIAL AND INTELLECTUAL PROPERTY
The companies comprising the CORREOS Group protect their industrial and intellectual property rights and comply with the rights of third parties.
These intellectual property rights may be realised in substantially different ways (processes, designs, methods, business strategies, customer information, pricing, etc.). Therefore, employees, executives and directors of the CORREOS Group may not disclose, copy or use such rights for personal or illegitimate gain, and may not transfer them to third parties without the CORREOS Group’s prior express authorisation.
Similarly, enhanced measures of diligence and care shall be taken when dealing with information related to the intellectual property rights of customers or third parties.
The reproduction of third-party material protected by intellectual or industrial property rights, as well as the use of software and computer programmes without the corresponding licence, is strictly prohibited.
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8. PROHIBITION OF GIFTS AND/OR BENEFITS
The CORREOS Group precludes its directors, executives and employees from engaging in any practice that could lead to the acceptance or offer of unlawful benefits or incentives for the purpose of influencing a decision of any kind by companies or persons belonging to the public or private sector. More specifically, the following is prohibited:
Gifts, promises, bribes, extravagant entertainment or hidden fees.
Political donations should also be included, unless they have been
disclosed and are legally compliant and authorised by the CORREOS Group.
Where cash payments shall be made, the internal procedures established within the CORREOS Group shall apply, and efforts shall be made to make payments other than in cash. If payment cannot be made by any other means, the necessary authorisation from the competent person must be obtained. Such payments may never exceed the amount of EUR 2,500 and may never consist of or conceal any kind of gift or reward to third parties, including members of Government Entities.
In relation to any charitable contributions or sponsorship of activities, the Compliance Committee shall assess the contributions and analyse them through an appropriate report, advising in favour of or against the action.
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9. ENVIRONMENT
The CORREOS Group undertakes to carry out its activities in a way that is the least harmful for the environment, reducing as far as possible the negative impact that it may have on ecosystems.
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10. HEALTH AND SAFETY IN THE WORKPLACE
Health and Safety in the workplace is a fundamental aspect: therefore, its regulations must be strictly complied with by both the CORREOS Group companies and their employees. To this end, the CORREOS Group undertakes to strictly comply with the regulations on Health and Hygiene in the workplace and on Prevention of Occupational Risks, to provide employees with the technical equipment necessary for the performance of their duties and to provide any training necessary for the protection of workers.
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11. SUBCONTRACTING
Any company to which the CORREOS Group shall subcontract the provision of a service or the performance of an activity must comply with the provisions of this Code, and the subcontracting CORREOS Group company shall be responsible for ensuring that the subcontractor properly complies with the Code.
To this end, any company that does not comply with workers’ rights, the provisions relating to Health, Safety and Hygiene in the workplace, including those relating to the Prevention of Occupational Risks, or that has contracted personnel whose employment situation does not comply with the provisions of applicable legislation, shall not be subcontracted.
Similarly, any company not willing to adjust its performance to this Code, unless it already has a Code with equivalent features hereto, shall not be subcontracted, or, if the subcontract is already in place, it shall be terminated.
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12. IMPLEMENTATION
This Code has been approved by each CORREOS Group company’s Board of Directors. The Compliance Committee shall issue the implementing rules necessary for the development of the provisions hereof and shall be responsible for ensuring that they are constantly updated, adjusting them to the relevant social and legal current situation.
It is the responsibility of all CORREOS Group companies’ directors, executives and employees to comply with the principles, guidelines and directives contained in this Code and to ensure that they are properly complied with; any suspicion of a breach of this Code shall be reported immediately to their direct manager or to the Compliance Committee, through the channels established for this purpose (Reporting and Whistleblowing System).
Unless employees have breached the Code or are acting in bad faith, they shall be protected against any form of retaliation and their identity shall be safeguarded: only the persons in charge of dealing with the report or shall have access to it.
REPORTING AND WHISTLEBLOWING SYSTEM
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TABLE OF CONTENTS
1. PURPOSE AND SCOPE 2
2. REPORTING 3
3. PROCESSING OF THE REPORTING 4
4. INFORMATION TO THE WHISTLEBLOWER 5
5. RIGHT TO PRIVACY, HONOUR AND REPUTATION AND PROTECTION OF PERSONAL DATA 6
6. ANNEX 1: WHISTLEBLOWING FORM 7
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1. PURPOSE AND SCOPE
The purpose of this System is to establish a reporting procedure with the Group Compliance Committee for Correos Group employees and for third parties who are aware of or maintain a commercial or contractual relationship of any kind, or use the services provided by the Correos Group with any of its companies, concerning conduct or facts related to an allegedly criminal action or omission.
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2. REPORTING
The reporting shall preferably be made by filling in the template form available on each Group company’s web page, and shall be accompanied by all the available supporting documentation.
It is the whistle-blowers’ duty to apply this System in good faith. They shall also be willing to cooperate with the Compliance Committee throughout the process of investigating the reported facts.
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3. PROCESSING OF THE REPORTING
The reporting shall be sent to the Compliance Committee by post, e-mail, or any other means allowing acknowledgement of receipt, by completing the whistleblowing form attached to this procedure.
The addresses for sending reporting to the Compliance Committee are as follows:
a) By post:
Compliance Committee.
Management Centre (Campo de las Naciones). Sixth Floor. Vía Dublín, 7
28070 Madrid. Spain
b) E-mail to [email protected]
c) Submission to the General Registry, in person.
The Compliance Committee shall keep the addresses to which reporting should be addressed updated on the web pages.
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4. INFORMATION TO THE WHISTLEBLOWER
Anyone who, by means of the System established herein, reports an action or omission carrying a risk of criminal charges shall be informed by the Compliance Committee of the result of their reporting.
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5. RIGHT TO PRIVACY, HONOUR AND REPUTATION AND PROTECTION OF PERSONAL DATA
The confidentiality of the whistleblowing, as well as the right to privacy, honour and reputation of all persons taking part, or involved, directly or indirectly, in this procedure shall be guaranteed at all times.
A file will be established with the reporting made during the procedure, which will be identified by a reference number, omitting in such reporting any identification of the persons involved.
Anyone involved in the operations arising from this procedure shall be required to maintain the utmost confidentiality regarding the data and information to which they have had access during the relevant processing. The breach of this obligation is punishable by law.
In any event, the provisions of Spanish Organic Law No. 15/1999, on the Protection of Personal Data, shall be complied with in respect of all persons involved in the actions established in this procedure.
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6. ANNEX 1: WHISTLEBLOWING FORM
WHISTLEBLOWING FORM
Name and surname of the whistleblower
Office, department within the Company and contact telephone
number
Date of joining the Company
Name and surname of the alleged offending employee(s)
Office and department within the Company
Reporting of the occurrence
Attached Documentation
No □
Yes □
If yes, please list the attached documentation:
Date: Signature:
