Our commitment to ethics and compliance
At Azulev, S.A.U. we expect all our professionals to abide by the values of integrity and ethics. This Code of Ethics is intended to serve as a guide and documentary reference to help all employees of Azulev, S.A.U. (hereinafter Azulev, or « the organisation ») to choose the mostethically appropriate option in any circumstance.
Azulev’s Code of Ethics sets out a series of behavioural guidelines that help to promote personal development and maintain the trust of our stakeholders: clients, suppliers, shareholders and other related parties. Our aim is for all professionals, regardless of their position or responsibility, to be fully aware of the implications and responsibilities that come with being a member of Azulev.
Azulev’s values must be the pillars on which the conduct of its personnel is forged in decision- making and in the development of the operationscarried out in all the countries where we operate, always under the principles of transparency, integrity, honesty, respect and equality, thusresponding to the trust of our environment and respecting the law and this Code of Ethics.
Consequently, this Code is an essential element of the criminal risk prevention model adopted by the organisation, thus responding to the obligations imposed in terms of criminal prevention in the field of legal persons.
Values and principles of conduct
In order to meet the organisation’s compliance challenges, AZULEV has strong values and guidelines to which all its staff must adhere in the performance of their professional activity, including the following:
- Compliance with the law: All Azulev personnel are obliged to respect and comply with the provisions of the law and internal regulations.
- Social conduct: One of the organisation’s objectives is to foster and maintain a trusting and collegial working environment by cultivating socially responsible behaviour among all employees.
- Integrity and transparency: Azulev is governed by the principles of ethics and honesty in its relations with third parties, whether public or private, rejecting any actions by its personnel that may be linked to any type of corrupt practice.
- Respect: Azulev personnel shall promote respect for people through their behaviour, regardless of their position within or outside the company, training, education, profession, age, sex, sexual orientation, religious beliefs or values, language, origin or geographical origin.
- Commitment: Azulev assumes its responsibility for environmental protection and sustainability.
- Health and safety: Azulev shall promote a health and safety at work policy and shall adopt the preventive measures established in this respect in the applicable
- Excellence and exemplary behaviour: Azulev will ensure that itspersonnelarethe first to promote excellence through their exemplary behaviour both within the company itself and when representing it externally.
To whom this Code is addressed and who it applies to
Our Code of Ethics applies to all Azulev personnel, collaborating companies or persons, suppliers and dependents, as well as their legal representatives and de facto or de jure administrators (hereinafter, collectively, the « Personnel »).
In addition, with regard to potential contractual relationships that Azulev may have with other companies and professionals in relation to the provision of its services, provided that the subcontracted activity is sensitive or relevant to Azulev’s activities, it shall be ensured that therespective subcontracting contracts confirm the adoption of all appropriate preventive measures in relation to those risks that are especiallysignificant for the organisation.
Azulev operates in a number of countries where local laws and customs may require additional guidance to that provided in this Code. In the event of a discrepancy between local requirements and this Code, the more stringent will always apply and practices that violate our values or theCode will never be followed.
If you need help on how to deal with a particular situation, you should contact the supervisory body (see next section) to clarify the mostappropriate way to act in accordance with the rules.
Administration of the Code of Ethics
Azulev’s Board of Directors is responsible for ensuring the existence of an effective ethics and compliance programme, through the Control Body, a collegiate body comprising the Human Resources Director and the Chief Financial Officer.
This body is responsible for analysing and responding to ethical dilemmas raised and investigated, ensuring that activities and business are conducted in accordance with current regulations and internal policies and procedures, ensuring that the company operates with integrity according to the commitments determined by the Board of Directors.
Investigations and confidentiality
Azulev has various instruments available to all personnel through which they can transmit and/or report any knowledge, doubt or suspicion of behaviour that is contrary to the law and/or that may involve the materialisation of a criminal risk. All personnel have the duty to report, through the mechanisms provided for this purpose, any conduct, fact or information that they consider may constitute a criminal offence or a violation of the Code of Ethics. Staff may also make use of these tools to communicate their concerns and questions related to ethical behaviour.
The organisation offers Employees the Complaints Channel, through the installation of complaint boxes, located in the clocking-in area of theVillarreal and Alcora facilities, and an authorised mail address, canaldenuncias@azulev.es, as follows mechanism for reporting any doubts or queries of an ethical nature, as well as indications or suspicions of unlawful conduct and/or which may involve the materialisation of a criminal risk.
In this sense, the Control Body shall be the body in charge of managing and processing them, ensuring maximum confidentiality regarding the identity of the Personnel who make use of said Channel, except when they have to be identified before the authorities in accordance with the provisions of the law.
When an employee reports any wrongdoing to the Supervisory Body, the Supervisory Body shall take reasonable precautions to keep the identity of the employee confidential by conducting a thorough and fair investigation.
To help maintain confidentiality, employees must avoid disclosure of any investigation. Because members of the Supervisory Body are required to maintain strict confidentiality in all investigations, they may not inform the employee about the course of the investigation. As a guarantee of confidentiality to the whistleblower, the exercise of the right of access by the reported person shall be limited to his or her own personal data, and the exercise of this right shall not be understood to include data relating to the whistleblower.
All persons who, for the purpose of the proper handling of an incident or irregularity, need to know its content, are subject to a confidentiality undertaking. The details of a whistleblower may only be provided if required by law and at the request of the authority.
Complaints
Azulev will seriously consider all reports of possible misconduct and determine whether the Code or the Law has been violated and takeappropriate corrective action.
It is also strictly forbidden to retaliate against anyone who in good faith
(i) to raise any doubts or ethical queries, (ii) to inform the organisation of a possible breach of internal regulations, (iii) to report possible unlawful conduct and/or, where appropriate, conduct that may involve the materialisation of a criminal risk, or (iii) to collaborate in its investigation or help to resolve it. This shall also apply even if the information provided is incorrect, provided that such information was provided in good faith.
However, this guarantee does not extend to those who act in bad faith with the intent to spread false information or to harm individuals. It is a violation of the Code to knowingly make a false accusation, lie to investigators, or refuse or neglect to cooperate with a Code- relatedinvestigation. Honest reporting does not imply that a worker must be right when reporting a concern; they only need to ensure that the information they provide is accurate.
Disciplinary regime
Our Code of Ethics enjoys the highest regulatory status within Azulev. By working for or representing Azulev, we agree to respect ourcommitment to do the right thing. Individuals who violate our Code, our internal regulations or applicable laws, may be putting the organisation at risk and may be subject to disciplinary action and legal sanctions.
In the event of detecting, after analysing the conclusions of the study and investigation carried out by the Control Body, a breach of theorganisation’s internal ethical-business regulations, or of any applicable legislation, the Control Body shall act immediately, transferring the proceedings to the Human Resources area for the purposes of initiating the relevant administrative or legal proceedings in each case, on which itshall report.
Each breach will be analysed individually and, if necessary, will be sanctioned in accordance with our Disciplinary Regime, the agreements and the legally applicable regulations.
Under no circumstances may the commission of a criminal offence be justified by the obtaining of a benefit for the organisation. Azulev rejects anydirect or indirect income or benefit that may be received as a result of criminal activity by any of its personnel.
Acceptance, dissemination and approval of the Code of Ethics
The Code of Ethics shall be communicated to all staff, who shall undertake in writing to comply with it.
In the case of new recruits: the commitment to comply will be expressly stated as a document annexed to the employment contract, with a copy of the Code of Ethics being handed over and the employee’s express signature of adherence.
When the Code of Ethics is updated, the Supervisory Body will record the renewed commitment of staff to comply with the new Code in the training and dissemination activities of the new Code.
In addition, the organisation shall communicate and disseminate the Code among the staff by making a copy of the Code available through the e-Portem portal, effectively ensuring that the organisation’s staff is aware of the Code of Ethics.
Not having read the Code of Ethics does not exempt from the responsibility to comply with its contents.
Adoption and entry into force
The Code of Ethics was approved at the Board of Directors’ meeting held on 27 December 2019 and is effective from the moment of itsapproval.
2. Integrity with our employees
Safety, health and environment
Azulev’s management gives top priority to the safety of personnel and the preservation of the environment.
Azulev’s responsibility is to ensure the protection of the environment, complying with current legislation and the organisation’s internal rules.
Although the improvement of the safety and environmental conditions of the facilities may involve significant investments, the Management considers that the human and environmental values involved are more important, both for each individual employee and for the various agents involved in business relations. Managers and supervisors in charge of personnel have an important responsibility to stimulate and maintain a spirit of safety and environmental awareness, both in their behaviour and in the improvement of the facilities.
As a result of this interest, Azulev has a Welcome Manual, which includes the Occupational Risk Prevention Plan as well as the EnvironmentalPolicy, which establishes a general guide for the actions of our personnel and those of the contracted or subcontracted companies that work at our facilities.
The provisions contained in these documents do not annul or amend any of the laws, regulations and rules in force, but constitute a supplement to them. In the event of any discrepancy between these documents and the legal regulations in force at any given time, the latter shall apply.
The Management requests from all personnel and especially from those in charge, those in charge, prevention delegates, external preventionservice and members of the occupational health and safety committee, suggestions for possible additions, deletions or modifications to the texts indicated, with the aim of making it dynamic and adapting it to possible changes that affect the organisation, whether internal (changes in the production system) or external (changes in current regulations). These suggestions will be sent to the occupational health and safety committee bye-mail to rrhh@Azulev.es.
Commitment to human rights, labour rights and respect for human rights
Azulev is committed to diversity and equal opportunities. No one shall be discriminated against on the grounds of gender, age, disability, nationality, ethnic origin, religion or sexual orientation. All staff are expected to act towards each other in accordance with the principles of mutual respect and in recognition of the right to privacy and dignity. Discrimination, harassment or insults will not be tolerated.
Likewise, all staff are obliged to act, in our relations with our environment, in accordance with criteria of consideration, respect and dignity, taking into account the different cultural sensitivity of each person and not allowing discrimination in treatment on the basis of any personal or socialcondition.
3. Integrity in business operations
Measures against money laundering and terrorist financing
Money laundering is the set of mechanisms or procedures aimed at giving the appearance of legitimacy or legality to property or assets ofcriminal origin.
Money laundering means the actions of acquiring, possessing, using, converting or transferring property in the knowledge that it is derived from criminal or any other activity which serves to conceal or disguise the unlawful origin or to help the person who has participated in the offence(s) to evade the legal consequences of his actions.
The offence can lead to financial and criminal penalties. This is one of the offences that can also be imputed to the legal person, i.e. the company. Thus, Law 10/2010 on the prevention of money laundering establishes a series of measures aimed at preventing the commission of this offence:formal identification of the persons involved in operations; identification of the real owner, when someone intervenes on behalf of another; information on the purpose or nature of the business; continuous monitoring of the business relationship, etc., in order to avoid any possible charges.
Azulev, through the dissemination of this Code as well as through other actions, disseminates among its management and staff the measures tobe adopted against this type of crime.
Conflicts of interest
A conflict of interest arises when personal, professional, financial or other relationships interfere or may interfere with the objectivity or loyalty of Staff.
Azulev personnel must abstain from any relationship that creates a conflict, or could give the appearance of a conflict, between their personal interests and the interests of the organisation.
Using Azulev as a platform to promote external interests, business or otherwise, or to benefit your friends or family is an unacceptable conflict of interest.
In general, the work carried out by Azulev personnel is performed on an exclusive and full-time basis. This means that, except with express consent, it is not permitted to provide services, either directly or indirectly, to third parties, whether or not in competition with Azulev. Exceptions to the obligation of exclusivity and full dedication shall be made when carrying out any duties in other companies linked to Azulev or in which Azulev has an interest, or in any other entities outside the company, provided that the Board of Directors has given its consent and the Controlling Body has been informed of the same.
Also expressly exempt from the obligation of exclusive dedication are teaching activities, participation in conferences and specialised forums, the administration of personal assets, as well as professional responsibilities in their own companies or those in which their families or non-profit organisations have an interest, provided that they do not impede or hinder the exercise of their responsibilities in the company and provided that they do not involve any conflict with the interests of the company.
Account should also be taken of the provisions of employment contracts, which may impose additional restrictions.
Control, governance and compliance in our operations
It is the responsibility of all employees, not just finance staff, to maintain complete and accurate business and financial records of all transactions soas to comply with customer accountability, legal and financial reporting requirements.
We must know and master the procedures and systems for storing and reporting records and working documents, including archiving and retrieval of data and the requirements for access to them.
Accounting books and internal records should clearly, accurately and completely reflect transactions at a level of detail sufficient to ensure proper decision making. They should be in accordance with applicable accounting and financial reporting standards.
The information included in the organisation’s records must be truthful, accurate, understandable, up to date and in accordance with the regulations and standards in force. We must never falsify a document.
The price of materials and other services to be invoiced must be accurately recorded, based on the actual arrangements made with the clientele. The true nature of a transaction should never be distorted.
Original records or documents should never be destroyed or deleted as a result of an investigation or audit; in case of doubt, always consult your line manager and, as a last resort, the Control Body (see section 1).
Antitrust
The organisation competes fairly and complies with all applicable competition laws around the world. These laws are often complex and vary considerably from country to country, both in the scope of their coverage and their geographic reach. Conduct permissible in one country may beillegal in another. Because the penalties for violation of such regulations can be severe, we must be vigilant in enforcing them.
4. Integrity in external relations
Relationships with partners, suppliers, customers, intermediary entities or persons and other stakeholders
Our customers, suppliers, contractors, subcontractors, agents, distribution companies or persons and other persons or entities acting as business partners play an integral role in our business. We therefore establish a framework of trust and collaboration with all of them, expecting them tomeet ethical and anti-corruption standards equivalent to our own.
Azulev is fully committed to the principles of sincerity and transparency, respecting in all agreements with third parties the internal policies of the organisation, as well as the applicable legislation.
Azulev will therefore avoid working with partners, suppliers, customers and other stakeholders who adopt values or standards of ethical compliance that are contrary to our own. For this reason, employees shall inform the Controlling Body of all cases in which we are asked to adhere to ethical principles other than those set out in this Code, prior to carrying out any transaction.
Azulev values its relationship with its customers and suppliers. We must treat these parties in the same way we expect to be treated, i.e. withhonesty and respect. In this respect:
- We must not engage in unfair, deceptive or misleading practices.
- We must present Azulev’s products in an honest and straightforward manner.
- We must ensure the quality of the products, the veracity of their characteristics and the accuracy of their conditions, in accordance with the information provided in their marketing and sale.
The choice of individuals or supplier companies must be based on principles of suitability, merit and competitiveness, avoiding any conflict of interest that could compromise their selection.
Staff involved in the selection of suppliers and subcontractors must comply with the internal procedures established for the approval and awarding of suppliers, avoiding in all cases situations of conflict of interest and favouritism.
Azulev maintains contractual and pre-contractual relations with agents and distributors in third countries, especially when selling products. Likewise, as part of its social activity, Azulev regularly attends events, fairs and exhibitions of various kinds, and therefore makes a careful selection of these suppliers, with whom it maintains direct contact. In this sense, relations with its suppliers are based on mutual conditions ofsincerity, rigour and respect and ensure effective collaboration for both parties, preventing the participation of third parties from being used as a means of concealing illegal payments and evading the legal prohibitions on corruption.
Brokerage agreements shall be concluded only with persons or companies who possess the necessary references and who are expected to contribute to the development of specific projects. These agreements shall be documented in writing and contain a detailed description of the services to be provided. The amount of remuneration as well as other agreed terms and conditions shall be appropriate to the servicesprovided.
Payments to intermediary persons or entities shall never be made in cash, and the terms of collaboration between Azulev and them shall alwaysbe documented in writing.
Third parties with whom we do business must be subject to confidentiality agreements if they have access to confidential or proprietary information.
Relations with governments and public administrations
The relations that the organisation maintains with public or official bodies, such as the Department of the Environment, the Bank of Spain, the Tax Agency itself or any labour authority, are always governed by the principle of institutional respect, collaboration, integrity, homogenisation and ethical compliance. For the purposes of this section, a civil servant is any person who performs his or her duties in these institutions.
In its dealings with public administrations, Azulev refuses any form of corruption, bribery and extortion, and avoids obtaining any benefit, advantage or consideration in exchange.
Azulev prohibits gifts, presents, hospitality, payments in cash or equivalent, or any other benefit to public or government officials, either directlyor indirectly, that could be considered to influence any business decision to obtain an undue advantage. In any case, staff must have the approval ofthe supervisory body for any such compensation, regardless of the amount.
Staff shall report to the supervisory body any request addressed to them or any other person employed in connection with an improper payment or any action taken by or under threat of a public or government official with the intention of obtaining an improper payment.
However, Azulev declares its willingness, where appropriate and within the applicable legal framework, to support non-profit causes through donations. These causes include scientific, cultural, social, sporting and other social projects. Donations will have, where appropriate, the solepurpose of supporting the non-profit cause, without expecting in return any consideration or behaviour on the part of the beneficiary or a third party.
We must ensure that all information submitted to the authorities is complete, reasonable, accurate, timely and understandable, while avoidingtax evasion or non-compliance with laws.
Azulev is also aware of the importance of collaboration with the authorities and Public Administrations, as it receives numerous tax and labour inspections at its facilities, due to the ceramic production sector in which it operates, which is why it encourages collaboration at all times with theinspectors, facilitating their work.
We must never provoke error through the simulation or misrepresentation of facts in order to obtain benefits from the Social Security System orthe undue prolongation of these benefits.
Subsidies
We must never apply for or obtain subsidies, deductions or aid from any Public Administration, whether national or foreign, by falsifying the conditions required for their concession, concealing the conditions that would have prevented them from being obtained, or by using them for adifferent purpose for which they were granted.
Gifts, hospitality, events and the fight against corruption
Azulev permits the exchange of hospitality and gifts in the professional environment only when reasonable and within normal business relations;and prohibits any hospitality or gift that may give rise to suspicion of corruption.
Items of value that could be considered a bribe include cash, gift cards, vouchers, gifts, presents, travel, entertainment, favours, employment, loans,reimbursements and certain charitable or political contributions. Azulev personnel must not accept or give gifts or hospitality in the form of cash payments.
As a general principle, Azulev personnel shall not offer, give or accept payments or other gifts of value, either directly or through a third party, if to do so would compromise their ability to make objective decisions in the best interests of the organisation.
5. Integrity in the protection of information and our assets
Use and protection of our assets and property
The organisation’s assets are made up of all material resources and intangible properties such as image, reputation, information, facilities, industrial or intellectual property rights, or computer programmes and systems, among others.
Azulev undertakes to provide personnel with the resources and means necessary and appropriate for the development of their activity. We must therefore not use Azulev’s assets for our own benefit or for personal matters.
As Azulev personnel, we are responsible for the proper use of assets and for protecting them against misuse, abuse, sabotage or loss. Accessing, downloading, storing or sending inappropriate content on the organisation’s computer or mobile devices is prohibited and may be reviewed, aspermitted by applicable laws.
Use of the communications network for purposes that are not approved or authorised as professional activities constitutes a misuse of resources, which could be evidence for further sanctions against the person employed. Staff are required to use common sense in, for example, handling the occasional personal call and email. Excessive personal calls or emails are a misuse of assets.
We must not engage in personal activities during working hours that interfere with our job responsibilities. We must also not take advantage of an opportunity for personal financial gain of which we would have become aware as a result of our position at Azulev.
All Azulev personnel must accept the Policy for the Appropriate Use of Media, which sets out the rules for the correct use of information technologies, as well as other assets and property of the organisation.
Theft of organisational property, whether physical (unauthorised removal of a product, equipment or organisational information) or throughembezzlement or intentional misreporting of hours or expenses, may result in dismissal and criminal prosecution. This consideration shall apply equallyto the theft at work of property belonging to other employees.
Unattended packages and other unattended items or suspicious activities of which you become aware should be immediately reported to your line manager or workplace security personnel.
Processing of confidential information and personal data
We must take appropriate and legally adequate security measures, and implement established procedures, to protect internal, confidential and proprietary information, whether recorded on physical or electronic media, from any internal or external risk of unauthorised access, manipulationor destruction, whether intentional or accidental, and whether during or outside working hours. This information includes, but is not limited to, contacts, price information, technical specifications or personnel information.
In the event of termination of a person’s professional or employment relationship with Azulev, information of an internal, confidential or reserved nature will be returned by the professional or by the employee to Azulev, with the professional or employee’s duty of confidentiality subsisting in all cases.
To this end, we must be aware of the different types of information and, above all, of those that receive greater protection in legislation or in Azulev’s rules and procedures in order to protect the information with the appropriate means.
To protect the confidentiality of information, staff should only share information internally when necessary for the performance of their work or when legally required to do so. Similarly, they should not disclose non-public information to outsiders, whether family members or friends.
We must be very careful about exposing trade secrets in public places through telephone conversations, or while working in public places withlaptops or tablets.
We must protect the confidentiality of personal data to which we have access and ensure that it is used only for purposes authorised by law.
You should be careful about providing personal or confidential information to third parties, and only provide it if you have a contract that includesclauses regulating the processing of data in accordance with local law.
Azulev guarantees at all times the right to privacy of its staff and stakeholders, protecting and making appropriate use of personal data.
Azulev has policies on privacy and the use of IT and communication tools, which are distributed to all employees for their knowledge andacceptance.
If there is any doubt on the matter or if we are asked for personal information about staff, the Data Protection Officer (hereinafter referred to as « Data Protection Officer » or DPO) should be consulted.
We must also report any unauthorised disclosure of personal data to the DPO.
Intellectual property, industrial property and trade secrets
Intellectual and industrial property laws protect intellectual and industrial property rights, public domain information such as trademarks and patents, as well as trade secrets, technology, manufacturing techniques and processes, personnel files, third party information with confidentiality commitments, etc…
Azulev protects its intellectual property and that of others in Azulev’s possession, whether in the public domain or otherwise. We must respect the intellectual property of third parties when working with content in printed or digital materials, software or other digital content, including videos. Even internet content may have owners who impose their terms of use.
Both industrial and intellectual property created in the course of work or with the organisation’s resources belongs to Azulev and may not beused for personal purposes.
In order to protect these intellectual and industrial property rights:
- We must not access, comment on or disseminate any personal data we hold about staff, job applicants, customers, suppliers or other of any natural person, unless you are authorised to do so because of your professional obligations or because there is a legal obligationto disclose it.
- We must respect the intellectual property of third parties when working with content in printed or digital materials, software or other digital content, including video. We must not distribute, plagiarise, reproduce or communicate copyrighted works, such as books, writings, reports, photographs or databases in whatever medium or medium, without the consent of the copyright holders.
- We must not manufacture, import, possess, use, offer or introduce into commerce objects, products, processes, procedures, results or R&D&I projects that are essentially protected by patents, without the consent of their holders.
*This code of ethics is a translation of the original version written in Spanish. In the event of any discrepancy between the two versions, the Spanish version shall prevail.