Compliance

The necessity for Aciturri to maintain and demonstrate the existence of a strong corporate culture of Ethics and Compliance was made clear by the Board of Directors in 2017. This willingness, which has remained unchanged since then, materialized in the creation of the Regulatory Compliance Program (Corporate Compliance).

Since 2017, Corporate Compliance has been implemented, developed, reviewed and improved, taking as normative references, the international standard ISO 19600 and the UNE 19601 standard; and evaluating the circumstances of its context, internal and external, and stakeholders, as well as the subsequent ISO 37001 standard, relating to the fight against corruption.

A new Prevention and Action Protocol against Bullying has been drawn up, negotiated and approved with the workers' legal representatives.

The system was created with the aim of integrating ethics and compliance into the organization's management processes, in order to ensure compliance with applicable legal (hard law) and voluntary (soft law) obligations, detect and prevent risks of non-compliance and adopt the appropriate corrective measures. Therefore, Aciturri acts against facts, attitudes and/or behaviors that violate the values and ethical principles that it considers fundamental, regardless of whether or not they constitute a crime.

This system is provided with content through policies, processes, procedures and guidelines that demonstrate Aciturri's ongoing commitment to compliance with regulations and self-imposed ethical standards.

As fundamental elements of the Compliance System, the organization's Code of Conduct and Corporate Compliance Policy stand out.

The Corporate Compliance Policy aims to detail the essential principles of the Regulatory Compliance Program, as well as the values that the organization considers essential in its Code of Conduct. It was initially approved by the Board of Directors in June 2017, with the current version dating from November 2021.

A total of 127 queries have been received in relation to regulatory compliance and the principles contained in the Code of Conduct, all of which have been resolved.

The Code of Conduct

The Code of Conduct is public, and was also approved by the Board of Directors. At the time of its approval, in 2017, it was personally notified to all members of the governing bodies, who have assumed, in writing, the commitment to its compliance.

The Code of Conduct represents the basis from which the set of procedures, guidelines and other rules governing the company is developed, from the point of view of Ethics and Compliance. Like the Corporate Compliance Policy, the Code was initially approved by the Board of Directors in December 2017, being subsequently communicated to all members of the Company.

From a formal point of view, it is defined as a set of binding rules that mark the conduct that Aciturri expects from each and every one of its members, thus establishing an ethical and compliance framework of reference.

Aciturri's Crime Prevention Model

Likewise, in 2017 the Aciturri Crime Prevention Model was approved, conceived with the aim of establishing the appropriate monitoring and control measures to prevent the commission of crimes and significantly reduce the risk of their commission. It is based on the principle that "no type of utility or benefit for the organization justifies the commission of acts typified by the criminal system".

The model was designed following the provisions that the Spanish legislator incorporated in the 2015 reform of the Criminal Code. Both the Crime Prevention Manual and the criminal risk analysis were approved by the Board of Directors in 2017, and will be subject to a global and comprehensive review during the 2023 financial year, motivated both by the change in the internal context and by external changes, especially of a regulatory nature (increase in criminal conduct that could generate criminal liability for the legal entity).

The rest of the regulations that Aciturri self-imposes and assumes as its own, as well as those that develop mandatory regulations, are in the spirit of the previous documents, i.e. Corporate Compliance Policy, Aciturri's Code of Conduct and the Crime Prevention Model Manual.

Aciturri is constantly reviewing and periodically verifying the model in order to prevent, detect and act against possible criminal risks in compliance with the regulatory mandate of Article 31 bis 5. 6 of the Criminal Code. The conclusions of this process are included in the annual review report carried out by the Compliance Officer, who is in charge of detecting new risks.

In 2022, specific training on the Crime Prevention Model was given to 218 people (905 people trained since its launch). In addition, as a novelty, a new Bullying Prevention and Action Protocol has been prepared, negotiated and approved with the legal representation of the workers, to face the new criminal responsibilities of the company after the reform operated by the Organic Law 10/2022, of September 6, of integral guarantee of sexual freedom, specifically to the criminal types of; sexual harassment, included in article 184, and labor harassment, included in article 173 of the Penal Code. Likewise, we are working on formative work, both for the people who are part of the specific Commission to analyze and resolve cases of harassment, as well as for the entire staff.

By 2022, 905 people in the organization have received specific training on the Crime Prevention Model.

In this regard, primarily, Aciturri has various Policies that more specifically reflect its principles of action in specific areas. Thus, the Anti-Corruption Policy, the Purchasing and Subcontracting Policy and the Conflict Minerals Policy have been approved.

Anti-Corruption Policy

The first of these, the Anti-Corruption Policy (latest version of 2018), reaffirms and reinforces the demand for standards of honesty, integrity and transparency as essential principles of action in the development of its activity, all with the commitment to the most rigorous compliance with the principle of "zero tolerance" against any practice that could be qualified as a conduct constituting corruption or bribery, understood in the broadest sense.

This "zero tolerance" principle is included in the Code of Conduct, so the company categorically rejects any type of advantage and/or benefit whose obtaining derives from or requires the infringement of the applicable regulations. Specifically and with a direct and particular treatment, the Crime Prevention Manual clearly establishes the prohibition of obtaining any advantage for the organization, if this would require incurring in any criminal offence related to article 31 bis of the Penal Code, among which are cases of corruption and bribery.

For years, Aciturri has had specific contractual clauses in its contracts with customers and suppliers that provide for contractual termination in the event that cases of corruption or bribery are detected.

This diligence against possible cases of corruption and/or bribery is also deployed within the organization with the Gifts and Hospitality Policy, contained in the Code of Conduct, as well as the Anti-Corruption Policy, which requires all employees and managers to report any gift or hospitality they receive from a third party and to request express authorization in the event that it exceeds the usual uses and customs of the sector, in case of doubt, they should ask the Compliance Officer. There is also a procedure for the proper management of conflicts of interest applicable to all members of the organization.

In relation to the fight against money laundering and the financing of terrorism, the Aciturri Code and the Crime Prevention Manual itself rejects the use or possession of any property originating from a criminal activity. If any member of Aciturri has doubts about the origin of a certain asset, he/she has the duty to inform the Compliance area.

Supplier Purchasing and Subcontracting Policy

The 2014 Supplier Procurement and Subcontracting Policy establishes the basic rules that suppliers wishing to contract with Aciturri must comply with, which implies absolute respect for Human Rights, basic labor rights ( explicit prohibition of child labor and slavery), the prohibition of any corrupt practices, among other matters, being an extension to its supply chain of the principles and behavioral guidelines set forth in the Code of Conduct. These principles complete and complement the conditions and requirements imposed by local, national and international regulations, as well as those that Aciturri assumes as its own and incorporates as a requirement for maintaining a business relationship. This policy is available on the corporate website.

Through the "Conflict Minerals" Policy, approved in 2021, Aciturri strengthens the due diligence process aimed at contributing to the global responsible management of supply chains, with special emphasis on minerals and metals that come from regions frequently affected by armed conflicts and/or widespread and systematic violations of international law. This policy is available on the corporate website and must be assumed by all suppliers through the appropriate contractual clause.

The Conflict Minerals Policy must be assumed by all suppliers through the appropriate contractual clause.

Even though all activity sites are located in Europe, where there is a proven and solid tradition of compliance with human rights, efforts have been made to establish and communicate this commitment, through its express incorporation in the Aciturri Code and the edition of the "Conflict Minerals" Policy. In addition, the commitment has been extended to the supply chain, ensuring its involvement through the incorporation of specific contractual clauses in contracts with customers and suppliers that provide for contractual termination in case of violation of the Code of Conduct, among other internal rules, which protect fundamental rights. As an additional step, during 2022, the Compliance and Supply Chain areas have initiated an analysis regarding conflict minerals, to ensure that none of the suppliers obtain minerals from places in conflict or with systematic violation of Human Rights, which could result in the use of child labor or forced labor.

The abovementioned policies are, in turn, developed and/or complemented through procedures and guides prepared by the Compliance function, with the aim of facilitating knowledge of and compliance with their provisions throughout the organization. This regulatory role is performed under a risk-based approach, which allows identifying and prioritizing those areas in which the aforementioned regulatory development is more urgent. In this regard, the following standards are worth mentioning:

  • Electronic Device Use Policy

    Basic tool to prevent criminal behavior through the use of digital devices and resources owned by Aciturri.

  • Digital Certificates Use Guide

    Providing adequate training on the use of digital certificates and their risks.

  • Conflict of Interest Management
  • Corporate Compliance Training Program
  • Export Compliance Procedures
  • Personal Data Protection Procedures
  • Complaints Channel Procedures
  • Power of Attorney Policy, etc...

Policies, procedures and guides act not only as a means to facilitate the understanding and application of the rules, but also as preventive controls of great relevance for the prevention of the organization's criminal risks. Therefore, their updating and adaptation is essential in order to ensure their effectiveness. For this reason, during the 2022 fiscal year, an intense revision work has been carried out, which will culminate in 2023.

Money laundering and terrorism financing prevention

In compliance with Article 2 of Law 10/2010, of April 28, 2010, on the prevention of money laundering and the financing of terrorism, Aciturri is not required to prevent money laundering. That said, the organization has decided to implement a number of preventive actions to prevent this practice:

1.

Requirement to identify the person who intends to establish a relationship with Aciturri, by providing the corresponding documentation.

2.

Not accepting or making payments in cash.

3.

Control of so-called "triangular operations", when a client or supplier communicates that the collection of an invoice will be carried out by a third party.

4.

Daily recording and justification of all the company's expenses and payments, and communication by the financial manager to the Compliance Officer of unjustified operations.

5.

Identification and recording of all financial transfers in the accounting books.

6.

Verification of the real owner in cases where there are indications that the entity wishing to contract with Aciturri is participating in money laundering operations. If such an assumption is verified, the Compliance Officer will inform SEPBLAC.

7.

If any member of Aciturri has doubts about the origin of a certain asset, he/she has the duty to inform the Compliance Officer.

In order to contribute to the adequate compliance monitoring of the applicable regulations, the Compliance area has been provided with tools that allow all members of the organization to report any event that could constitute a violation.

Furthermore, all members of Aciturri, regardless of their hierarchical position and geographical location, have the right and duty to report, in good faith, any conduct occurring in the context of their activities that may constitute non-compliance, as well as to inform the Compliance area of any ethical and compliance issues or dilemmas that may arise in the performance of their duties.

To this end, Aciturri makes available to its entire workforce and third parties with a legitimate interest, a direct communication channel with the Compliance area: the Complaints Channel, effective since 2017. This tool makes possible to raise complaints within the objective scope of the channel itself. One of the channels provided by the Complaints Channel is the digital platform, accessible through the website.

In compliance with Article 2 of Law 10/2010, of April 28, 2010, Aciturri is not required to prevent money laundering.

The rights and guarantees of the subjects who make use of the Complaints Channel, as well as its operating principles, are regulated in the Crime Prevention Model Manual: confidentiality, absence of value judgments, defense of the rights of the whistleblower and the person being denounced, etc. Among these principles, the guarantee of non-retaliation against the person who, in good faith, files a complaint through the Complaints Channel stands out. This guarantee is embodied in the point "Prohibition of retaliation and guarantee of indemnity" of the Manual, in force since 2017.

Point VII - Complaints Channel" of the Crime Prevention Model Manual defines the entire regulation of this channel, from the organization of the communication channels, to its operating principles, including the specific procedures for managing communications (queries and complaints; differentiating in the latter case, whether the facts in question are of a criminal nature - Crime Handling Procedure - or non-criminal - Concern Handling Procedure).

The channel has been available since 2017, thus anticipating Directive (EU) 2019/1937 on the protection of persons who report breaches of Union law, better known as the "Whistleblowing Directive", which comes into force in 2023, and which makes it mandatory to implement these whistleblowing systems in companies with more than 50 employees. Therefore, Aciturri's due diligence goes beyond the requirements of the applicable legal framework.

Likewise, Aciturri has a Consultation Channel where anyone can ask questions about the compliance program and the applicable regulations.

In 2022, a total of 127 queries have been received (101 in 2021) related to regulatory compliance and the principles contained in the Code of Conduct, all of them resolved; and two suspected complaints (two also in 2021), analyzed and filed, once the possibility of a crime has been ruled out. None of them are related to Human Rights.

No disciplinary proceedings have been instituted, and no complaint related to corruption, in any of its criminal types, has been received since the implementation of the model.

As for the complaints received, they were admitted for processing, and passed the verisimilitude and seriousness tests required for their processing. After the resolution of these, it can be affirmed that they do not fall within a case that could result in criminal liability for the organization, nor for the person denounced, and that no violation of Human Rights is contemplated.

Since 2017, Aciturri has made available to its entire workforce and third parties with a legitimate interest, a direct communication channel with the Compliance area: The Complaints Channel.