Code of ethics

Code of Conduct and Responsible Practices – TRIDIOM, S.L.

Corporate Social Responsibility

Code P-08.04

Version 02 Date 01/04/20

Objective of the code

TRIDIOM’s Code of Ethics and Professional Conduct identifies the values and principles that should guide the behaviour of all its professionals as they carry out their activities.

Scope of application

The Code sets out the standards of conduct that must be observed at TRIDIOM while it carries out its professional responsibilities.

The objective of this Code is to ensure professional, ethical and responsible behaviour at TRIDIOM and by all its employees while they carry out their activities, as a fundamental part of company culture and basis for the training and personal and professional development of its employees. To this end, the principles and values that must govern TRIDIOM’s relationships with its groups of interest (employees, clients, shareholders, business partners, suppliers and other companies in which it carries out its business activities) are defined below.

To do so, the Code:

• Helps to understand and apply the company culture at TRIDIOM, which is firmly based on compliance with human and social rights and on the effective integration of all employees in the company, respecting their diversity.
• Establishes the principle of due diligence for the prevention, detection and eradication of misconduct, no matter what its nature, including, among other things, analysing risks, defining responsibilities, training employees and, where applicable, third parties directly related to the company, as well as formalising procedures, particularly for the notification and immediate eradication of misconduct.
• Takes into account the principle of criminal liability of legal persons, which is established in the Spanish legal system in which TRIDIOM operates, and prevents and prohibits behaviours that could determine the liability of the company among its legal representatives, directors, managers, employees or any other person under the authority of TRIDIOM staff.

GENERAL PRINCIPLES

The Code of Ethics and Professional Conduct applies to all TRIDIOM employees, regardless of their position in the company hierarchy, their geographical location or responsibilities. The Divisions that form part of TRIDIOM and would therefore be subject to compliance with this Unified Code of Ethics and Conduct are the following:

Control of distribution and maintenance

In case of doubts regarding this Code of Conduct and Responsible Practices, employees should contact their immediate superior. All employees are obliged to know and understand the content of this Code and the values on which it is based.

Reporting Channel

TRIDIOM wishes to establish a specific communication channel with the management and governing bodies which serves as a way to report any possible misconduct, non-compliance, unethical or illegal behaviour or behaviour that breaches the rules stipulated in this Code of Conduct and Responsible Practices. Allegations should be sent by e-mail to ana@tridiom.com, in accordance with the instructions given for the same.

The function and principles that govern the Reporting Channel are outlined below.

Investigation of misconduct

Any reports of alleged violations of our Code or the law will be investigated immediately. The Audit Committee will begin an investigation process to analyse alleged violations of the Code, guaranteeing the confidentiality of the individuals involved.

All activities carried out by TRIDIOM are based on an attitude of respect, professionalism, honesty and integrity towards all professionals. The main guiding principles that must govern our activities are the following:

Commitment to human and workers’ rights.

TRIDIOM is committed to respecting human rights, particularly in terms of complying with regulations related to child and forced labour.

Compliance with the law.

Protection of the environment

TRIDIOM will respect the environment while carrying out its activities, complying at all times with current legislation on the environment and minimising the impact of its activities and waste generation, as well as saving energy and water consumption in all its facilities.

A fundamental part of the TRIDIOM business model is Corporate Social Responsibility, understood as a commitment to the environment when carrying out its business activities and for the benefit of all its stakeholders.

TRIDIOM commits to minimising its environmental impact while carrying out all its activities.

Health and safety

TRIDIOM promotes occupational health and safety, informing and raising awareness among its employees so that they adopt responsible practices and take the necessary precautions to minimise risks in the workplace.

Work-life balance

TRIDIOM respects the family and personal life of its employees and will promote work-life balance programmes that help them to find a perfect balance between family life and work responsibilities.

Non-discrimination

TRIDIOM prevents any type of discrimination based on age, race, sex, ideology, religion, nationality, social background, sexual orientation, political opinions or any other personal, physical or social condition of its employees. In particular, TRIDIOM will promote equality of treatment for men and women as regards access to employment, training, promotion and working conditions.

Similarly, it forbids any type of intimidation, violence, physical, sexual, psychological or moral abuse or any other abuse of authority.

Data Protection

TRIDIOM respects its employees’ right to privacy, especially in relation to personal, medical and financial information.

TRIDIOM undertakes not to disclose the personal data of its employees with third parties, unless the interested parties have given their explicit consent or in case of legal obligation.

TRIDIOM employees who have access to the personal data of other employees commit to maintaining the confidentiality of said information.

TRIDIOM maintains the confidentiality of the information we work with, including know-how, intellectual and industrial property and other intangible assets owned by TRIDIOM or third parties with whom we work.

Recruitment and training

TRIDIOM’s recruitment programme focusses exclusively on the academic, personal and professional merits of the candidates and specific needs of TRIDIOM.

Said programme respects the principle of equal opportunities for all interested parties. It promotes training for its employees based on their role and responsibilities.

The training programmes promote equal opportunities and professional development that also contributes to TRIDIOM’s own objectives.

Suppliers

The processes for choosing suppliers meets the criteria of objectivity, impartiality and transparent and loyal behaviour, as well as reciprocal collaboration that prevents any conflict of interest or favouritism.

All our suppliers must read our Code of Ethics as a condition before they can do business with us. Our suppliers include some third parties such as: consultants, contractors, service providers, etc.

If you are responsible for choosing a supplier, you must base your decision on their merits, quality of service, competitiveness and reputation.

Clients

TRIDIOM’s commitment to its clients means that we will always aim for maximum satisfaction with our products and services, building mutually beneficial long-term and sustainable relationships.

Market integrity requires each of us to treat our clients ethically, fairly and in compliance with all applicable laws. When negotiating with our clients you should at all times:

• Win business based on the superiority of our services, level of customer service and thanks to our competitive prices.
• Present our services and products honestly and directly.
• Avoid unfair or fraudulent business practices.
• Explain our sales programmes clearly.
• Fulfil your promises.

International trade controls

As a global organisation, TRIDIOM sends goods, services and technology across Spanish borders. Our business transactions are subject to several controls and trade laws that regulate exports and imports.

If you are involved in sending goods or services across Spanish borders in the name of our company or our clients, you must comply with trade laws and regulations, regardless of your location at that time.

Fight against corruption and bribery

Generally speaking, “corruption” refers to obtaining or trying to obtain a personal benefit or commercial advantage through improper or illegal means.

Bribery, meanwhile, is to promise or offer, directly or indirectly, any kind of gift, entertainment invite, benefit, advantage and/or anything of value to a politician, official or employee of public administration, or to private natural or legal persons in order to obtain some kind of commercial advantage.

It is strictly forbidden to pay and/or accept bribes or to participate in any kind of corruption.

Bribery is not only limited to cash payments, it also includes, among other things:

• Gifts or giveaways.
• Any kind of entertainment or holiday invite.
• Loans or credits.
• Any kind of personal favour.
• Reimbursement for entertainment and/or travel expenses.
• Contributions or donations to political parties or charitable organisations.
• Any kind of benefit or advantage to a member of someone’s family in order to influence them.

Corrupt activities not only violate this Code but may also seriously violate the civil and criminal laws of the various countries in which TRIDIOM works.

These restrictions apply to every location where TRIDIOM carries out its activities, independently of the provisions of the different laws in that area.

Notwithstanding the above, any gifts or support given that meets the following criteria will be permitted:

• They are permitted by the applicable legislation of each country.
• They do not breach the ethics and transparency values adopted by TRIDIOM.
• They are given or received as a matter of generally accepted business practice or social courtesy and consist of gifts or gestures that are considered to be symbolic or financially irrelevant as a whole.

If you know of any act of corruption or bribery, you must report it.

Competitors

TRIDIOM competes fairly and in compliance with all applicable competition laws worldwide. Any employees that collect, share and use information about our competitors must only do so in a lawful and ethical manner. It always competes with integrity and complies with applicable anti-trust and competition laws.

When working with our competitors, you should never make an agreement, whether formal or informal, written or verbal, to fix prices or other sales conditions, organise tenders, assign clients, sales territories or product lines, or join in any other activity that breaks the applicable anti-trust and competition laws.

Breaking anti-trust and competition laws may lead to serious criminal penalties for our company and legal accusations against the individuals involved.

Conflict of interest

When carrying out any activity, you should avoid anything that could lead to a conflict between your personal interests (or those of any member of your family) and the interests of the company.

Conflicts of interest can occur when you or one of your family members receive any personal or financial benefit (or have a financial interest) or work for a supplier, client, competitor or company that intends to do business with us.

If at any time during your employment you think you may have an actual or potential conflict of interest, you are obliged to report said conflict to our company immediately.

Remember that having a conflict of interest is not necessarily a violation of the Code, but not disclosing it is.

Company resources

You are obliged to protect TRIDIOM’s resources.

TRIDIOM trusts that you will use company resources in an honest and efficient manner.

Resources include physical goods such as facilities, supplies, equipment, machinery, replacements, raw materials, finished products, vehicles and company funds. They also include intangible assets such as confidential information, intellectual property and information systems.

You should only use company resources for legitimate commercial purposes and protect them from being robbed, lost, damaged or misused. The obligation to protect company funds is particularly important if you are authorised to spend money or approve transactions, as well as manage budgets.

Fraud

Committing fraud is to misuse company resources by intentionally hiding, altering, falsifying or omitting information for the benefit of yourself or others.

Fraud may be motivated by the opportunity to obtain something of value (such as meeting a performance target or receiving a payment) or to avoid negative consequences (such as a disciplinary).

Confidential information

You must protect and not disclose any confidential information concerning TRIDIOM, its clients, suppliers, business partners or a third party that is sensitive in terms of competition and/or exclusive in nature. You must assume that all company information is confidential or sensitive in terms of competition, unless there is clear evidence that TRIDIOM has already published said information in the public domain.

Disciplinary action

If you breach our Unified Code, the company will be able to take the appropriate disciplinary action in accordance with the misconduct and sanction system in force at that time.

The TRIDIOM management team will ensure compliance with this Unified Code and its manner of working must be a model and example for all its employees.

TRIDIOM wishes to establish a specific communication channel with the management and governing bodies which serves as a way to report any possible misconduct, non-compliance, unethical or illegal behaviour or behaviour that breaches the rules stipulated in the Unified Code of Ethics and Professional Conduct.

PROCEDURE

Allegations should be sent by email to ana@tridiom.com, which will be accessible to the Chair of the Audit Committee. The following information should be included as a minimum:

Details of the individual making the allegation

Name and surname(s).

Telephone. Address.

E-mail

Type of allegation:

Misconduct related to suppliers.

Non-compliance with market procedures with regard to choosing suppliers. Improper appropriation and diversion of resources.

Fraudulent procurement of company goods for personal use or with the intention of making a profit. Accounting matters.

Recording business and financial transactions in a way that breaches generally accepted accounting practices. Work-related issues and risk prevention.

Conflict of interest.

Falsifying documents.

Modifying contracts, reports or documents for personal benefit or with the aim of having a detrimental effect on TRIDIOM.

Using inside information.

Violating or breaching legal regulations.

Using information without authorisation about the company, its clients or suppliers.

Other

Recording transactions

All financially significant transactions made by the company will be clearly and accurately recorded in proper accounting records which provide complete information about the transactions and will be available for internal and external auditors to view.

TRIDIOM employees will record financial information in the company’s systems completely, clearly and accurately, so as to reflect its rights and obligations on the corresponding date in accordance with the applicable regulations. TRIDIOM undertakes to implement and maintain a suitable internal management system for recording financial information and to regularly monitor its effectiveness.

Ethics and financial information. .

TRIDIOM and its employees are committed to providing complete, fair, accurate, timely and understandable information in public company reports and other communications and we voluntarily adhere to the provisions of the Transparency Act.

Records and other documents shall be maintained in accordance with existing legal, regulatory or contractual requirements. TRIDIOM prohibits any employee from altering or destroying records, unless authorised by its policy or guidelines. TRIDIOM also prohibits any employee from helping or encouraging independent auditors to destroy the company’s audit records.

Financial records shall be made available for inspection by management and auditors.

TRIDIOM must try to address and solve any internal monitoring weaknesses identified by employees, external auditors or third parties.

Inside information

Employees shall not use inside information for their own financial benefit or disclose, for use by third parties, inside information obtained as a result of working for TRIDIOM.

Current legislation sets forth financial penalties and prison sentences for anyone commissioning the abovementioned activities. Such activities could be grounds for dismissal for just cause.

These restrictions apply to all managing directors, managers and employees at all levels, including senior management and administrators, internal and external.

Compliance committee

In order to ensure compliance with this Code, a Compliance Committee has been created which is composed of the Managers.

The Compliance committee may act on its own initiative or at the request of any TRIDIOM employee, supplier or third party with a direct relationship and commercial or legitimate interest, through an allegation made in good faith. To this end, any reports made under this code, whether they include allegations of non-compliance or queries regarding its interpretation or application, may be sent to the company via the abovementioned ethics channel.

The Compliance Committee reports directly to the Board of Directors and has the following basic responsibilities:

• Supervise compliance with and the internal distribution of the Code to all members of the TRIDIOM team.
• Receive all kinds of written queries about the application of the Code and referring them, where appropriate, to the department responsible for processing and responding to said queries.
• Oversee and monitor the processing of files and their resolution.
• Answer any doubts that arise from applying the Code.
• Propose to the Board of Directors any clarifications and rules for implementation needed to apply the Code.
• Monitoring the Ethics channel and compliance with its procedure.

When carrying out its functions, the Compliance committee will guarantee:

• The confidentiality of the identity of those making allegations, unless they are required to disclose the information by law or a court order.
• To conduct an appropriate procedure for the circumstances of the case, in which they will always act independently and fully respect the right to a hearing and presumption of innocence of the person involved.
• The indemnity of anyone making an allegation as a result of submitting requests or allegations in good faith. The Compliance committee shall have all the means necessary to guarantee this Code is applied.