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The objective of this Code of Ethics of Conduct is to establish the basic principles and standards of conduct that should govern the good corporate governance and behavior of WISE BUILD and the actions of all its managers, managers and employees, including trainees or interns (hereinafter, also Staff). Where appropriate, it will also apply to collaborators and third parties who relate to WISE.
For these purposes, we mean WISE BUILD and companies that may in the future be majority-owned, directly or indirectly, by it.
The Code of Ethics of Conduct seeks to guide relationships between WISE BUILD Staff and their relationships with the rest of their stakeholders, consolidating a culture and guidelines of action shared, accepted and respected by all managers, managers and employees.
The Code of Conduct is mandatory.
All those sector-specific matters that have legal regulation and/or require additional detailed regulation of the rules of this Code of Ethics of Conduct will be complemented by those contained in the internal regulations of WISE BUILD (Crime Prevention, Prevention of Money Laundering, Securities Market, Occupational Risk Prevention, Data Protection, etc.).
In this sense, this Code of Ethics of Conduct is complementary to Social and Statutory Regulations, to the specific regulation of the Securities Market and other legislation in force, especially the Internal Regulations of Conduct in matters relating to crime prevention.
This Code is applicable, from its entry into force, to the following individuals and entities:
• To the members of the WISE BUILD Board of Directors and to the directors of other participating companies that have been directly or indirectly proposed by WISE BUILD.
• To the members of the WISE BUILD Steering Committee and the rest of the managers.
• To other employees who work in any of the companies that are members of WISE BUILD, including interns or interns.
All of the above will be referred to, for the purposes of this Code, as the “Subjects to this Code”.
In addition to what is stated in this Code of Ethics of Conduct, the members of the Board of Directors will be subject to the provisions of the applicable legal and statutory corporate regulations, as well as to the Regulations of the Board of Directors and the Internal Regulations of Conduct.
Respect for WISE BUILD's ethical principles should, as far as possible, be extended to suppliers or any other person or entity operating with WISE BUILD.
In the relationships that WISE BUILD establishes with its Staff, customers, suppliers and the community in which it carries out its business and activities, it will apply the ethical values contained in this Code of Ethics of Conduct, which will be accessible to third parties from the corporate website.
All those subject to this Code have the obligation to know and comply with the Code of Ethics of Conduct and to collaborate to facilitate its implementation in WISE BUILD, including informing the President of the Control and Monitoring Body of any non-compliance with it or of facts that could constitute a possible violation of it.
The competent body determined by the Board of Directors of WISE BUILD will notify all Subjects to this Code of Conduct and to persons who, for any of the above-mentioned circumstances, must be subject to this Code. For this purpose, it will provide a copy of this to each subject subject to it and will obtain a proof attesting to the receipt of the same.
All Subjects to this Code must sign a document certifying their knowledge that includes the commitment to comply with it.
This Code of Ethics of Conduct will be available to all Subjects of this WISE BUILD Code, as well as to the knowledge of third parties, on the website, as an essential part of the principles of good corporate governance and principles of transparency.
Any modifications, reforms or new ethical guidelines that may affect this Code of Ethics of Conduct will be communicated to the parties required by the competent body determined by the Board of Directors of WISE BUILD and will be announced especially on the website and on the operational work intranet, so that such modifications can be immediately known to all obligated parties.
Any amendment to this Code must be approved, at the proposal of the Audit Committee, by the Board of Directors. The Control and Monitoring Body may suggest to the Audit Committee that it initiate the processing of the amendment to the Code.
The body determined by the Board of Directors shall report periodically, at least once a year, to the Control and Monitoring Body and the Audit Committee of the lack of follow-up or non-compliance on the part of the subjects subject to the Code it detects.
The ethical principles of organization, good corporate governance, corporate social responsibility and professional ethics of all Subjects to this Code constitute the basis on which all of WISE BUILD's business activity is based.
All actions of the Subjects to this Code, as a result of their relationship with WISE BUILD, must be guided by the ethical and behavioral values that govern this Code.
The business and professional behavior of the Subjects of this Code and, as soon as it is applicable to the rest of the entities and persons referred to in section two above, must comply with the following basic principles:
1. Respect for legality.
The business and professional activities of WISE BUILD will be carried out in strict compliance with current legislation in each of the places where they are carried out.
Staff will not deliberately participate in illegal activity or in acts that result or may be harmful to the reputation of WISE BUILD, while respecting and contributing to the legitimate and ethical objectives of the organization.
2. Objectivity and integrity.
Staff must at all times maintain a level of integrity that provides a sufficient basis for trust in their judgment and actions. To this end, they will carry out their work with honesty, correctness and responsibility, respecting the laws and disclosing the appropriate information in accordance with the law and their professionalism.
Staff shall demonstrate the highest level of professional objectivity in carrying out the tasks assigned to them in the exercise of their functions and must not be unduly influenced by their own personal interests or the interests of third parties.
In addition, Staff will not participate in any activity or relationship that could harm their impartial performance in the performance of their functions. This non-participation will include those activities or relationships that may cause a conflict of interest with WISE BUILD or other participating companies.
3. Regarding Human Rights.
All actions by WISE BUILD and its Staff will scrupulously respect the Human Rights and Public Liberties included in the Universal Declaration of Human Rights.
4. Respect for the environment.
WISE BUILD and its Staff, within the scope of their competencies, are actively and responsibly committed to the conversion of the environment, respecting their activities in a way that minimizes environmental impacts, following the recommendations and procedures that, where appropriate, are established by WISE BUILD to reduce the environmental impact of their activities to help improve sustainability objectives.
5. Corporate image and reputation.
One of the basic elements of the image and reputation of WISE BUILD is the establishment of responsible citizenship relationships in those communities where it operates. WISE BUILD considers social trust and reputation to be one of its most valuable assets.
All Staff must take the utmost care to preserve the company's image and reputation in all their professional activities, including public interventions. They will also ensure respect for image and reputation on the part of contractors and suppliers and, in general, collaborating companies.
6. Social commitment.
WISE BUILD's commitment to society is expressed in the development of sponsorships and collaborations that are channeled through agreements and the allocation of resources to social organizations.
These basic principles will result in the fulfillment of the commitments set out below.
WISE BUILD's relationship with its Staff and their relationship with each other will be based on the fulfillment of the following commitments:
1. Respectful treatment and non-discrimination.
It is a basic principle of action of WISE BUILD to provide equal opportunities in access to work and in professional promotion, ensuring at all times the absence of discrimination based on sex, race, origin, marital status or social condition.
Those cases in which any discriminatory attitude is reported will be investigated, and the necessary actions will be taken for its resolution and sanction, in cases where it is considered proven.
In the same way, WISE BUILD will not tolerate any type of conduct that may be offensive to the dignity of Staff, whether carried out by external, internal personnel, customers or suppliers. Harassment, intimidation and disrespect will be considered unacceptable and will be prosecuted and punished in any form, as well as any other conduct that may generate an intimidating, offensive or hostile work environment for people.
All Staff, and especially those who perform management functions, will promote, at all times and at all professional levels, relationships based on respect for the dignity of others, participation, equity and mutual collaboration, providing a respectful work environment and a positive work environment.
Anyone who believes that they are being a victim of this should report it through the Complaints Box in order to carry out an investigation under strict confidentiality.
2. Professional development and equal opportunities.
WISE BUILD guarantees equal opportunities and is committed to using the means to help its employees develop professionally and personally.
Selection and promotion decisions at WISE BUILD will always be based on merit and on objective and transparent circumstances and assessments. Employees will learn about the methodologies and procedures used for professional development and advancement in the Group.
WISE BUILD is also committed to providing the means to contribute to learning and training for its employees and the updating of their knowledge and competencies in order to promote their professional progress and provide more value to customers, shareholders and society in general.
3. Promoting personal and professional balance.
In order to develop the Corporate Social Responsibility commitment assumed by WISE BUILD to improve the quality of life of employees and their families, we will always promote, as far as possible, a work environment compatible with personal development, helping people in their teams to better reconcile work requirements with their personal and family life needs.
WISE BUILD values the benefits for the employee and for the company of having a balance between the professional and personal responsibilities of its employees, and will therefore promote measures aimed at reconciling these two areas.
4. Teamwork, collaboration and dedication.
WISE BUILD believes that collaboration, teamwork and the search for synergies are essential requirements to achieve its objectives and to make the most of its capabilities, resources and the diversity of knowledge, skills and experiences that are integrated into the company.
For this reason, WISE BUILD promotes, facilitates and encourages collaboration and teamwork among people who are part of the company and between different areas.
All employees must act in a spirit of collaboration, making their knowledge, skills and talent available to those who need it to contribute in this way to achieving the global objectives and interests of WISE BUILD.
WISE BUILD employees will work efficiently, making the most of the time and resources that the company makes available to them.
To stimulate loyalty, satisfaction and pride of belonging, the company is committed to developing initiatives that promote cultural cohesion in the organization.
5. Occupational safety and health — Occupational risk prevention.
WISE BUILD will provide its Staff with a safe and stable environment and is committed to constantly updating occupational risk prevention measures, as well as to scrupulously respect the applicable regulations in this area everywhere in which it carries out its business activities.
All Staff are responsible for observing strict compliance with health and safety regulations, ensuring their own safety and, in general, that of all persons who may be affected by their activities. They must also make responsible use of the equipment assigned to them when carrying out risky activities and will disseminate knowledge to their colleagues and subordinates and promote compliance with risk protection practices.
6. Respect for the privacy and confidentiality of Staff information.
WISE BUILD undertakes to request and use only those Personal Data that are necessary for the effective management of their businesses or whose proof is required by applicable regulations. In addition, WISE BUILD will take the necessary measures to preserve the confidentiality of the personal data that is available and to ensure that confidentiality in the transmission of such data, when necessary for business reasons, complies with current legislation.
People who, for the purpose of carrying out their professional activity, have access to the information of other employees or third parties will respect and promote the confidentiality of this information and will make responsible and professional use of it.
7. Intellectual Property.
Any discovery, invention, drawing, design, line of research, system, program or any other information or document produced by Staff while carrying out their professional activity at WISE BUILD, will be considered intellectual property belonging to WISE BUILD.
The use of industrial property by third parties (computer programs, photographs, etc.) is not allowed without a license or prior consent from the author or owner of the same.
8. Use and protection of assets. Representation expenses.
WISE BUILD makes available to Staff the necessary resources for the performance of their professional activities and is committed to providing the necessary means to safeguard them. Its use must conform to the principles of necessity and austerity.
The specific regulations governing the use of corporate email, internet access or other similar possibilities made available to employees must be respected, without any misuse of these means for matters not related to professional activity.
Intrusion into systems other than those of WISE BUILD from resources provided by the Company is expressly prohibited.
The expenses incurred by people who work for the company (travel, meals, hotels, communications, etc.) must be strictly related to work activity and must be documented.
9. Commitment to the Group.
All subjects subject to this Code will always act in the best interest of WISE BUILD, making appropriate use of all the means at their disposal and avoiding actions that could result in any type of harm.
They will especially refrain from using business opportunities that are of interest to the company for their own benefit.
WISE BUILD Staff must observe ethical behavior in their actions and avoid any conduct that, even without violating the law, could harm their reputation and negatively affect their interests and public image.
WISE BUILD and its Staff will base their relationships with customers, suppliers, competitors and partners, as well as with their shareholders, investors and other market agents, on the principles of integrity, professionalism and transparency, in accordance with the principles of social responsibility.
The subjects subject to this Code of Ethics of Conduct will comply with both general provisions (laws, regulations, circulars of regulatory bodies) and specific internal regulations (Crime Prevention, Prevention of Money Laundering, Securities Market protocols and codes of conduct, etc.) or any internal rules of conduct that are applicable to the Group's activity.
Any person subject to this Code of Ethics of Conduct who is accused, accused or accused in criminal proceedings related to their professional activity at WISE BUILD or its subsidiaries, or who may have a direct impact on it, must inform, as soon as possible, the President of the Control and Monitoring Body. They must also report the existence of administrative files affecting them in that same activity, whether as alleged perpetrators, witnesses or otherwise, which are processed by the authorities or bodies supervising or regulating the activity of the company's Companies.
1. Relationship and attention between WISE BUILD and third parties.
WISE BUILD prohibits bribes or any other type of gift to public authorities and officials and prohibits its Staff from giving third parties or receiving undue payments of any kind from third parties, as well as gifts, invitations, services, favors or any other type of compensation that is outside the ethical uses of the market.
2. Confidentiality with respect to information from third parties.
WISE BUILD is committed to preserving the confidentiality of the data it has from third parties unless, due to legal, administrative or judicial imperatives, it has the obligation to hand them over to entities or individuals, or to make them public. In addition, WISE BUILD guarantees the right of affected third parties to consult and promote the modification or rectification of data in accordance with current regulations.
The Staff of WISE BUILD, in carrying out their professional activities, will keep the data confidential in the terms set out above and will refrain from any inappropriate use of this information.
The use of confidential information from third parties that they have is prohibited by WISE BUILD Staff. In addition, the use of privileged information from third parties that could violate company secrecy is prohibited.
If a person leaves the company for any reason, they must return all information and confidential material from WISE BUILD, its customers and any other third parties, obtained during their relationship with the company.
In general, subjects subject to this Code of Ethics of Conduct must maintain due professional secrecy regarding any non-public data and information they know as a result of the exercise of their activity, whether they come from or refer to customers, suppliers, employees, managers or administrators of the same or any third party.
3. Transparency, Value Creation and Corporate Governance.
WISE BUILD assumes as the guiding principle of its business behavior towards its shareholders, investors, analysts and the market in general, to transmit truthful, complete information that expresses the faithful image of the Company and its business activities.
The communication will always be carried out in accordance with the rules and deadlines established in each case by current legislation.
WISE BUILD's business action and strategic decisions will focus on creating value for its shareholders, transparency in its management, the adoption of the best practices of Good Governance in its companies and the strict observance of the regulations that are in force at all times in this area.
WISE BUILD and its Staff will establish an adequate control environment, which allows the evaluation and management of risks, especially those related to the Internal Control System for Financial Information (SCIIF), in order to ensure that all WISE BUILD transactions are clearly and accurately reflected in the Company's accounting files and records, as well as in the preparation of financial information.
4. Conflict of interest.
Conflict of interest is considered to be situations in which the individual's judgment and the integrity of an action tend to be unduly influenced by a secondary interest, generally economic or personal, as well as any other legally defined assumption.
Those subject to this Code must commit to acting with integrity and good faith in activities related to the professional activity of WISE BUILD. For this, it is essential that the Staff do not carry out activities that give rise to a conflict of interest with the company or that could be interpreted as such. In this regard, they will always act in such a way that their private interests, those of their families or other people linked to them do not take precedence over those of the company or its customers.
This standard of conduct will apply both to the relationships of those subject to this Code and to their relationships with customers, suppliers or any other third party related to the Group.
To do this, all Staff must inform their hierarchical superior and the Chairman of the Audit Committee if they have relationships that could create a situation of conflict of interest with WISE BUILD, which must be evaluated and treated confidentially by WISE BUILD.
5. Relationship with suppliers and contractors.
WISE BUILD's selection processes for suppliers and contractors will be carried out with transparency and objectivity, avoiding situations that could affect the impartiality or objectivity of the people participating in them. To this end, those subject to this Code of Ethics who directly intervene in decisions about the contracting of supplies, services or fixing their economic conditions, will avoid any type of interference that may affect their impartiality or objectivity in this regard.
6. Relationship with customers.
Respect for WISE BUILD's ethical principles should, as far as possible, be extended to suppliers or any other person or entity operating with WISE BUILD.
WISE BUILD will promote honesty in relationships with its customers, always providing them with truthful, clear, useful and accurate information when marketing their products and services. Advertising will always be broadcast within the terms allowed by law.
7. Relationship with authorities.
The subjects subject to this Code of Ethics of Conduct will maintain with representatives of the authorities, supervisory bodies, regulatory bodies or any other authority, an attitude of respect and collaboration within the framework of their competencies.
The delivery, promise or offer of any type or kind of favors, payments, commissions, gifts or remuneration of any kind outside the ethical uses of the market to any authorities, public officials or employees or managers of any public body in Spain or any other country is absolutely prohibited.
Such payments or offers are prohibited whether they are made directly by an employee, manager or company, or if they are made indirectly through partners, collaborators, agents, intermediaries, advisors or any person in between.
Any incident that may occur in this context must be reported to the President of the Control and Monitoring Body and, where appropriate, to his hierarchical superior.
8. Misuse of privileged information.
Those subject to this Code who have privileged information about the company or about others considering the possibility of carrying out a strategic alliance or an acquisition, divestiture or merger, may not sell, buy or trade in shares or other securities or products derived from the same or other companies, or disclose such information to third parties.
Privileged information is considered to be any information of a specific nature that refers directly or indirectly to one or more negotiable securities or financial instruments, or to one or more issuers of the above-mentioned negotiable securities or financial instruments, that has not been made public and that, if made or has been made public, could significantly influence their price.
Those subject to this Code must refrain from disclosing privileged information to third parties, including their friends and family.
The misuse of privileged information can result in administrative, labor and criminal penalties.
9. Antitrust protection.
WISE BUILD and Staff must respect the principles and rules of fair competition and must not violate competition laws.
The execution of the WISE BUILD Code of Ethics and compliance policies in general is the responsibility of the Control and Monitoring Body.
For this purpose, this will be governed by the following rules:
WISE BUILD Staff should contact the President of the Control and Monitoring Body to report any non-compliance or violation of the conduct set out in this Code.
The President of the Control and Monitoring Body will be responsible for monitoring and, where appropriate, investigating the communications received, and must inform the Chairman of the Audit Committee and, where appropriate, the Chairman of the Board of Directors of the complaints received and may count on the persons or departments he deems necessary for their analysis. Based on the results of the investigations carried out, the evaluation of the facts and the actions that, if necessary, should be undertaken will be the responsibility of the Director General.
The Audit Committee and the Board of Directors will receive periodic and, at least once a year, information from the President of the Control and Monitoring Body on the monitoring and application of the Code of Ethics of Conduct.
1. Communications.
If any person considers that they are being subject to any action contrary to this Code, or to current legal regulations, they must inform their hierarchical superior and the President of the Control and Monitoring Body for immediate consideration and follow-up.
In addition, if you become aware of the actions of third parties contrary to this Code, or to current legal regulations, including both customers and suppliers, you must report it through the Complaints Channel in order to initiate an investigation and, where appropriate, take appropriate measures. Notwithstanding the fact that the Whistleblowing Channel is the preferred medium for any communication within the scope of this Code, any other channel may be used to allow proper communication. For these purposes, an email will be disseminated for the exclusive use of the President of the Control and Monitoring Body.
Making unfounded, uncertain or false complaints is strictly prohibited.
2. Non-compliance.
Failure by subjects subject to this Code of Ethics of Conduct to the rules and principles of WISE BUILD will be punished, in accordance with current labor standards and corresponding collective agreement, without prejudice to other administrative or criminal liabilities that, in each specific case, may also arise.
In any case, the sanctioning procedure that takes place will be governed by strict respect for the fundamental rights and guarantees inherent to any sanctioning procedure.
3. Confidentiality
The President of the Control and Monitoring Body shall guarantee, in accordance with current legislation, the confidentiality of communications of allegedly unlawful acts received.
The Board of Directors of WISE BUILD, S.L. has approved this consolidated text of the Code of Ethics of Conduct, which will be mandatory as soon as it is published on the corporate website.
This Code may at any time be subject to modifications, additions, clarifications or adaptations to new circumstances of WISE BUILD, subject to the appropriate agreement of the Board of Directors.
What is the Whistleblowing Channel?
Our Whistleblowing Channel is a key tool for maintaining and reinforcing ethical values and standards of conduct in our organization. This channel allows employees, managers, suppliers and other collaborators to report any suspicion or evidence of behavior that may violate our Code of Ethics and established policies for the prevention of misconduct.
Operation of the Channel
To make a complaint, we have a specific form. This allows us to report any action contrary to our ethical standards and policies. The process guarantees absolute confidentiality: you don't need to provide your email, phone number or any other personal information if you prefer. In addition, you can attach evidence such as images, videos or documents to support your complaint.
A specialized committee, composed of our Compliance Officer, two members appointed by the company and an external legal advisor if needed, will be responsible for investigating each case. This committee ensures the protection of the rights of both the complainant and the complainant, and of the personal data involved.
At the conclusion of the investigation, the person responsible will issue a report that will be evaluated by the Management Committee to determine the actions to be taken.
Objectives of the Channel
Guarantees for the Whistleblower
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