Code of Ethics

1. Introduction

Grupo Básico, through this Code of Ethics, aims to reflect the ethical principles that have guided us to this day. In this Code, we have sought to establish certain minimum standards of conduct. Every action and decision we make daily must always be oriented toward «doing the right thing» in order to further strengthen the good reputation that characterizes us. This reputation stems from our values, which have guided us to this day.

Being part of Grupo Básico implies a commitment to know, respect, maintain and grow these values.

1. Code of Ethics

1.1. Definition and purpose

The Code of Ethics , code of conduct or code of good practices (hereinafter the Code) contains a compilation of the  ethical standards and behavioural guidelines that should guide the daily performance of each of the employees , understood as any person paid by Básico, including middle managers and directors, it being their obligation, by virtue of their leadership, to be a model in compliance with the Code, and equally extendable to the collaborators of the Básico Group.

The purpose of this Code is to establish the principles and values ​​that should govern the actions of the Basic Group and all its employees in order to ensure ethical and responsible professional behaviour in the performance of their professional activity, while also reflecting the commitment of the Basic Group to the principles of business ethics and transparency.

The Code of Ethics is legally binding and contains provisions designed to ensure its effectiveness, such as reporting channels and the allocation of responsibilities. This binding nature entails obligations, and therefore, any violation of the Code of Ethics and its implementing policies will be subject to disciplinary action.

The Code is based on our values ​​(see section 2.2), and, consequently

1. It strengthens employees’ sense of belonging to the Core Group.
2. It gives unity and coherence to the self-regulation system of the Basic Group.
3. They point to the corporate culture of the Basic Group to third parties.
4. Improves the reputation of the Core Group.

It should be added, and always in accordance with the law, that certain matters covered by this Code will be supplemented by the rules specified in greater detail in the various sectoral codes (1) . The Code of Ethics will also be supplemented by Core Group policies that, based on provisions of the Code, regulate specific sectors or a particular activity within the Group in greater detail. 

The Code takes into account the principle of criminal liability of legal persons and serves as a basis for preventing irregular and improper behaviour that may determine the criminal liability of the companies that are part of the Basic Group.

1.2. Preparation, writing and content

A transparent code of ethics has been developed so that all those affected know how it may affect them and have sufficient information.

The Code of Ethics will contain those matters that most concern the Core Group, and in turn, the policies of the Core Group must be responsible for developing these matters and also allow the code to be balanced.

The Code of Ethics is subject to limits, such as respect for fundamental rights, the need for it to be exercised in a proportionate manner, and, above all, the limits of labour regulations.

1.3. Scope of application

This Code of Ethics applies to the entire company that is part of the Core Group, binding all its personnel regardless of their position or functions. It therefore applies to employees, managers, directors, and even third parties such as suppliers, contractors, or business partners of the Core Group.

External advisors, self-employed workers, and temporary employees will also be linked when they provide services to the Basic Group.

The Code also binds the employer to the employee, given that the statements made in the Code create legitimate expectations of behaviour that must become part of the employer’s obligations in accordance with good faith in employment.

The Basic Group will promote and encourage among its suppliers and collaborating companies the adoption of behavioural guidelines consistent with those defined in this Code of Ethics, and where appropriate, may request them to formalize their commitment to compliance with the Code or the guidelines it establishes.

1.4. Knowledge, acceptance and compliance

The Code of Ethics is mandatory for all employees of the Basic Group and for those third parties who have voluntarily committed to complying with it.

The Code of Ethics will be made known to all members of the Basic Group, who will be obliged to attend the training sessions scheduled for this purpose by the Basic Group.

The Core Group’s Management will participate in training programs, sharing sessions with employees or speaking in them to demonstrate the importance of regulatory compliance. They will also make every effort to promote the Core Group’s values ​​and principles and ensure compliance with the Code of Conduct. Their behaviour and adherence to the Code will serve as role models.

The Code must be expressly accepted by each of the recipients, who must expressly commit to its compliance, so that the principles and values ​​that comprise it govern the conduct of its recipients.

Each recipient within the Core Group will confirm that they have accessed this Code, accept it, and understand its implications.   The document will be uploaded to the Factorial platform for review and express acceptance via electronic signature, and a record of the confirmations received from employees will be maintained. 

No member of the Basic Group, regardless of their level or position, is authorized to request an employee to violate what is established in this Code of Ethics, and no one may justify their conduct by claiming an order from a superior or ignorance of this Code.

The Code of Ethics forms part of the employer’s managerial authority, and therefore its content is effectively integrated within the obligations that the employee must fulfil as a consequence of their work. Thus, in addition to the obligations expressly contained in the employment contract, it also includes those derived from the general principle of good faith.

2. General ethical principles and values

2.1. Principles

The organization’s ethical principles form the basis of the Basic Group’s activities. These principles are as follows:

Integrity as ethical, honest and good faith conduct.

Respect for legality, human rights and ethical values.

Respect for all individuals is paramount, and any form of harassment, intimidation, abuse, or disrespect will be avoided. Any type of physical or verbal aggression is unacceptable. The Core Group will take appropriate and timely measures, including disciplinary action, should any such situation arise. All reports of harassment or discrimination will be subject to a prompt and thorough investigation, maintaining strict confidentiality at all times. Any retaliation against individuals who report such situations or cooperate in their investigation is unacceptable and will result in disciplinary action if warranted.

Responsibility and prudence in the actions of the recipients of this Code, which will translate into the scrupulous monitoring of the established internal procedures, especially in matters of occupational risk prevention, compliance with legal or internal regulations related to the activity performed and training and education for the better development of the activity.

Transparency and impartiality in making any type of decision.

Equal opportunities, professional development, and non-discrimination in both access to employment and promotion within it. Discrimination based on sex, race, religion, marital status, sexual orientation, or any other differentiating factor will not be permitted.

Boosting innovation and process efficiency to better serve our customers and drive our growth.

Lead by example: Managers will be role models in their behaviour and level of compliance with the Code. 

2.2 Values

These are the values ​​of the Basic Group: they are our hallmark, our code of conduct and our way of working:

Equipment

Delusion

Overcoming

Determination

Adapting to change

Proactivity

Constant intensity

Commitment

Generosity

Good mood

3. Compliance

3.1. Compliance with applicable legislation and internal regulations

Companies bound by the Code undertake to comply with current laws, the Core Group’s internal procedures and the principles contained in this Code.

They also agree to report any violations they detect around them.

Employees must avoid any conduct that could damage the reputation of the Core Group or negatively affect its interests. All employees must be aware of the laws that affect their work and, when necessary, request the relevant information from their supervisor.

No employee will knowingly collaborate with third parties in the violation of any law, nor will they participate in any action that compromises the principle of legality.

The Basic Group will provide the necessary means for all its members to be aware of the relevant external and internal regulations for the functions they perform.

In any situation involving disrespect for the law, employees must inform the Basic Group through the reporting channels detailed in this Code of Ethics.

3.2. Compliance with standards, conventions and agreements

The Basic Group undertakes to comply with and integrate as internal regulations the provisions of national or international agreements and conventions that, due to the activity carried out by the Basic Group, may bind it.

All employees of the Basic Group must comply with the laws in force in the countries where they carry out their activity, taking into account the spirit and purpose of these laws, and observing ethical behaviour in all their actions.

3.3. Internal relations: employees

The employees of the Basic Group are its greatest asset and will be treated as such.

The Core Group will promote the personal and professional development of its members and foster a positive work environment. Respect, courtesy, and cooperation will govern relationships among employees, who must remain vigilant against any form of violence, abuse, or discrimination of any kind in the workplace. Failure to comply may result in appropriate disciplinary action as outlined in the established protocols.

Basic Group employees must treat each other with respect in a pleasant, healthy and safe work environment, with the obligation to treat their colleagues, subordinates and superiors fairly and respectfully, fulfilling their corporate social and ethical responsibility. 

The Basic Group will ensure compliance with labour regulations regarding employment. 

Employees must collaborate in achieving these objectives by preventing, detecting, and reporting any irregularities they may notice. 

Special attention will be paid to the employment integration of people with disabilities or handicaps. 

3.4. External relations: customers and market

The Basic Group and each of its members are committed to complying with competition regulations, avoiding any practice that limits or restricts it.

The Basic Group and each of its members will ensure that truthful information is provided in the Basic Group’s promotional activities, without allowing false information to be offered to clients that could mislead them.

Any type of misleading advertising is also prohibited; fair dealing is required at all times. Information from competitors that reaches the Core Group in violation of confidentiality will be rejected.

The security of payment methods, data protection, and fraud prevention will be ensured.

Every employee who enters any type of information into the Basic Group’s computer systems must ensure that it is reliable and accurate.

3.5. External relations: suppliers

Ethics and respect will govern relations with suppliers, who will be selected according to objective and transparent criteria.

In this case, compliance with the Code will form part of the supply or service contracts, and failure to comply may give rise to the possibility of terminating the contract. For this purpose, the Code may be provided as an annex to the contract.

Internal purchasing procedures will be strictly followed, decisions will be justified, and related documentation will be kept for possible internal or external auditing.

Extreme diligence will be exercised in protecting the confidential information of suppliers.

Suppliers must commit to respecting human and labour rights in their own companies.

Accepting, offering, or soliciting, directly or indirectly, gifts, favours, or any type of compensation that could influence decision-making related to the supply chain is expressly prohibited. Gifts of «minimal value» not exceeding €30 are permitted. Any questions regarding what is included in this category should be directed to the body responsible for compliance with this Code. Gifts of cash are strictly prohibited.

Every employee who participates in the selection processes of suppliers and external collaborators has the obligation to act with objectivity and impartiality, applying transparent criteria and complying with the internal regulations on the matter.

3.6. Relations with institutions, authorities, officials

International regulations for the prevention of corruption and bribery will govern the relations of the members of the Core Group with authorities, institutions and public officials.

Any decision taken in this area must comply with applicable internal and external regulations and will be documented for the purpose of possible internal or external control.

Under no circumstances will the Basic Group offer, solicit, or accept gifts, favours, or compensation from authorities, institutions, or officials. Gifts or courtesies of little value, proportionate and reasonable according to local custom, are exempt from this rule. Gifts of money are prohibited in all cases.

Payments to expedite any type of procedure are prohibited.

A meticulous and expressly vigilant control will be maintained in compliance with the obligations arising from the granting of any type of subsidy or aid.

4. Conflict of interest and politics

4.1. Description

Employees will avoid situations that create a conflict between their personal interests and those of the Core Group.

Employees, regardless of their rank or function, may not use their position within the Core Group to gain particular advantages or business opportunities, nor provide services to competing companies.

If there is any doubt as to whether an activity to be carried out may involve a conflict of interest, the body responsible for compliance with this Code will be consulted.

The Core Group believes that its relationship with its employees should be based on loyalty stemming from shared interests. Employees’ participation in other financial or business activities will be respected, provided they are legal and do not conflict with their responsibilities as employees of this Group.

All employees must disclose any outside activities, financial interests, or relationships that could present a potential conflict of interest or the appearance of a conflict. They must also comply with the law and the policies of this Group.

4.2. Policy on gifts, commissions or third-party remuneration

Giving or receiving gifts and invitations to recreational activities can affect objectivity and judgment and may also violate regulations and laws against corruption and bribery in extreme cases, so every member of the Basic Group will be very diligent in this matter.

Soliciting and accepting any type of payment, gift, or commission related to professional activity from clients, intermediaries, suppliers, or third parties is prohibited. This prohibition does not apply to invitations, promotional items, courtesies, or other forms of assistance that are not monetary and fall within reasonable limits in the context of normal courtesy practices. Any questions regarding this matter should be directed to the body responsible for enforcing this Code.

4.3. Use of Group goods and services

Efficiency will inspire the use of goods and services from companies that are part of the Core Group.

The Core Group provides employees with access to email, the internet, intranet, telephones, and other communication technologies to enhance their productivity and efficiency. Maintaining the confidentiality, integrity, and availability of our technology and communications infrastructure is everyone’s responsibility.

All areas designated by Grupo Básico for its employees will be maintained in good condition, ensuring their functionality, safety, cleanliness, and effective use. Employees are responsible for using Grupo Básico resources responsibly, efficiently, and appropriately within their professional activities, taking necessary precautions to prevent damage or destruction to the various elements of the office, including, but not limited to, computer equipment, electrical installations, plumbing, wiring, materials, consumables, and any other items used.

Technological infrastructure and communication tools will be used solely for professional purposes, except in exceptional circumstances. Reasonable personal use is permitted, provided it is moderate and occasional, and with the understanding that privacy is not guaranteed as this is a tool provided for the performance of the job and, therefore, for professional purposes.

Downloading or installing illegal programs, applications, or content, or those for which the appropriate license is lacking, is prohibited. Intellectual property laws must be respected in all cases.

No user is authorized to download software onto their computer or redirect a professional email account belonging to Grupo Básico. If any specific program is required for work purposes or to redirect an email account belonging to Grupo Básico, this must be communicated to the IT manager, who will handle the necessary procedures.

All information relating to usernames, passwords and authentication devices of computer systems must be controlled and kept secret, and any possible security risk or incident in this regard must be reported.

The computer resources and services of the Basic Group, as well as the information contained therein, may be subject to review, supervision, inspection or audit by the General Management of the Group, as well as by the Management of each Department and/or Area, respecting in all cases the regulations in force in the matter.

Everything stated above applies to both in-person and remote work. Both materials and information are considered core group assets and will be subject to the same security measures regardless of the work modality.

4.4. Data protection policy

The companies that make up the Core Group will strictly comply with data protection legislation, based on the processing of personal data they carry out and as determined by binding rules or agreements adopted within the Group. Furthermore, the Core Group will promote the consideration of the basic principles relating to the processing of personal data: (1) in the design and implementation of all procedures involving the processing of personal data; (2) in the products and services they offer; (3) in all contracts and obligations they enter into with individuals; and (4) in the implementation of any systems and platforms that allow access by Group employees or third parties to personal data and the collection or processing of such data.

All documents, files, or information generated by employees in any format—paper, analog, or digital (CD, DVD, etc.)—are the property of Grupo Básico, in accordance with current data protection regulations. A Corporate Information User Manual is available on the intranet for all Grupo Básico employees. This document outlines the policy regarding the appropriate use of email, the internet, and all IT resources provided by Grupo Básico to its employees for the performance of their work duties. All employees are required to know and use these resources.

Confidentiality and due diligence in the use of data will govern the actions of the recipients of this Code. This principle must be respected even after the relationship with the Basic Group has ended.

Any information to which the employee has access will be considered confidential, except for information expressly identified by the Core Group as public information. Therefore, employees are urged not to leave any printed client documents or information, especially identification documents, payslips, employment histories, etc., on printers, photocopiers, desks, meeting rooms, or any other premises. Repeated violations will be considered a minor or serious offense, depending on the number and importance of the documents, and may result in disciplinary action by the company.

Therefore, the employee agrees to use all information to which they have access solely within the scope of the employment relationship and for its optimal performance, and to preserve the secrets of the Basic Group, its clients, and/or third parties, maintaining them in strict confidentiality. This information may not be used for personal gain or disclosed to third parties. It will be considered confidential and must be used only for the purpose for which it was obtained. Confidential information includes professional secrets, pricing policies, strategic or business operating plans, new products, contracts, agreements, lists of employees, clients, suppliers, software or computer programs, HR information, personnel plans, internal communications, subscription lists, and, in general, data subject to data protection regulations.

Respect for the personal and family privacy of the people whose data is accessed is required.

All personnel must be familiar with and adhere to the Basic Group’s internal procedures regarding data storage, safekeeping, and access, and act diligently to ensure the confidentiality of the information they receive in order to prevent its loss or unauthorized access. Accordingly, documentation, when not in use, must not be left visible on desks or workstations, but rather kept organized in cabinets and/or drawers to preserve the confidentiality of the documents and information.

Employees who violate these regulations will be subject to disciplinary action.

Any indication, doubt, question or incident related to the confidentiality of the data or with possible security breaches in data protection matters will be communicated as soon as possible to the email address proteccion.datos@basico.es with a copy to the corresponding Delegate/Director or Head of Department.

4.5. Industrial and intellectual property rights

The Basic Group recognizes its commitment to the protection of copyrights, patents and trademarks, both its own and those of others, and requires the same commitment from its suppliers.

We all commit to reporting any irregularities in this area.

Special attention will be paid to the inclusion of copyright notices in Core Group materials, information, products, services and any documents intended for public distribution.

In their dealings with third parties, employees will scrupulously follow the rules and procedures in this matter to avoid infringing the rights of third parties, respecting the valid intellectual property rights of others.

4.6. Policy on the prevention of money laundering and the financing of terrorism

The Core Group identifies with the growing concern of the international community regarding the problem of money laundering and terrorist financing and will scrupulously comply with legislation on the prevention of money laundering and terrorist financing

The Core Group understands that the best way to fulfil its commitment is by establishing effective internal rules and procedures that aim to:

Develop the activity in accordance with current regulations and international best practices.

Strictly comply with anti-money laundering/terrorist financing laws, as well as the recommendations issued in this matter by the Financial Action Task Force (FATF) and national and international authorities.

Implement policies and procedures to prevent our organization from being used for money laundering or to channel funds or resources to individuals or entities linked to terrorist groups or organizations.

Ensure that all employees know and comply with the internal policies and procedures established for the prevention of money laundering and terrorist financing, especially those relating to customer identification and due diligence and operations classified as «Suspicious Transactions».

Collaborate closely with the competent authorities in the fight against money laundering and the financing of terrorism.

The Core Group will train employees in the prevention of money laundering and terrorist financing, maintaining an internal record of the training provided. All employees are committed to participating in any training activities scheduled to enhance their ability to fulfil the responsibilities established by the measures and procedures outlined in the Money Laundering and Terrorist Financing Prevention Manual.

Every employee will maintain an alert attitude and report any fact or situation that may constitute an infringement of the regulations using the Reporting Channel described in section 5 of this Code.

Employees who violate these regulations will be subject to disciplinary action.

4.7. Occupational risk prevention and health policy

The Basic Group will ensure a safe working environment, complying with current occupational health and safety regulations. The Group will train employees in occupational risk prevention, maintaining an internal record of the training provided. All employees are committed to participating in any training activities scheduled to improve their skills in performing their job responsibilities safely and using Basic Group materials and equipment responsibly. It is important that each employee understands the hazards and safety practices they must adopt for any task.

The Basic Group will require that the contractors and suppliers with whom it collaborates comply with the regulations on occupational risk prevention.

Every employee will maintain an alert attitude in the workplace and will report any safety concerns to their manager, the HR department, or the body responsible for compliance with this Code.

It is also strictly forbidden to conceal work accidents or very serious incidents, to falsify safety records or to order breaches of safety regulations.

Employees who violate these regulations will be subject to disciplinary action.

The HR department will ensure that the Basic Group’s records contain their up-to-date contact information for emergency situations.

4.8. Recording of operations and information

Proper financial and accounting records will be maintained. It is essential to ensure that these records are complete, accurate, and not misleading, as this information forms the basis for both internal and external reports submitted to government and regulatory authorities and other entities.

All books, records and accounts, including timesheets, sales records, invoices, receipts and expense reports, must be complete, accurate and reliable.

Falsification of any document or distortion of data related to any transaction is strictly prohibited. Transactions must be recorded promptly and supported by the corresponding documentation. No expenditure may be incurred or paid using funds from the Core Group unless authorized by the appropriate person.

4.9. Document Preservation

The Core Group complies with all legal and regulatory requirements regarding the retention and disposal of documents and records. All records and information will be processed in a manner that ensures that:

The archiving, storage, and retrieval of recorded information is always carried out in an organized manner. Record keeping, in any format, meets all legal, tax, regulatory, and operational requirements. Records and their backups are protected.

The necessary documentation is available should legal proceedings be initiated.

The disposal of documents that are no longer of value, in both printed and electronic format, is carried out in an appropriate and timely manner.

The Core Group has a records retention plan that identifies each category of records it maintains by title. The retention plans specify, for each record category, the records that must be retained, when the retention period begins, and for how long they must be kept.

4.10. Environmental commitment

The Basic Group is committed to ensuring respect for the environment, minimizing the environmental impact in all its activities and spreading among its employees the culture of respect for the environment as a principle of conduct in their actions.

To fulfil and implement these commitments and achieve the established objectives, the Core Group has established the following fundamental principles:

1. To ensure the protection of the environment, working respectfully, preventing pollution and minimizing the environmental impact produced as a result of the activity carried out in the different territories and work centres.
2. Implement this policy through communication, training, awareness and sensitization of all employees, promoting environmentally responsible behaviour.
3. To ensure compliance with current environmental legislation and regulations applicable at the European, national, regional and local levels.
4. Integrate the environmental management system into the overall and strategic management of the Core Group.
5. Use the best available techniques and adopt appropriate protocols for pollution control and prevention.
6. To commit to continuous improvement in waste segregation, natural resource consumption, environmental pollution, and all activities carried out in the course of business. To promote recycling activities, which the Basic Group already has in place, and to ensure that employees are aware of and comply with these practices.

The Basic Group is committed to providing its employees with a safe and healthy work environment, and we are all committed to carrying out our operations in a way that ensures compliance with environmental regulations, avoiding any negative impact on the environment.

Employees of the Core Group must be aware of and adhere to this policy and act at all times in accordance with the principles of respect and sustainability. They must adopt environmentally sound habits and behaviours and contribute positively to achieving the established objectives. Employees must also strive to minimize the environmental impact of their activities and the use of facilities, equipment, and work resources provided to them.

These principles will be conveyed in dealings with contractors or external collaborating companies.

4.11. Work-life balance policy

The Basic Group is committed to promoting the improvement of the quality of life of its employees and their families; therefore, measures will be promoted to reconcile the requirements of work with the needs of their personal and family life following the established protocols.

4.12. Compliance with the Code, control and disciplinary regime

The Ethics Committee will be the body responsible for ensuring compliance with and dissemination of this Code among all personnel of the Basic Group. This body will be responsible for receiving communications regarding complaints of non-compliance with this Code or inquiries about its interpretation.

This body may act on its own initiative or at the request of any recipient of the Code and its decisions will be binding on the companies that are part of the Core Group and on the employee.

Failure to comply with the Code may have employment consequences, including the imposition of employment sanctions, including dismissal, apart from any administrative or criminal consequences that may be involved.

5. Whistleblowing channel

5.1. Irregularity reporting channel

Any member of the Basic Group, as well as suppliers and even third parties with an employment relationship with the Group, must report, in good faith and without fear of reprisals, any irregularity, non-compliance or unethical conduct carried out by an employee or manager of the Basic Group against this Code of Ethics or any other irregularity detected in the Basic Group.

Any member of the Basic Group must report any irregularity detected or non-compliance affecting this Code of Ethics or any other irregularity detected in the Basic Group.

The complaint, which can be named or anonymous, will be made by completing the form enabled for this purpose in the Factorial application, which shows the different types of improper conduct that can be reported, and which is structured in 3 steps:

1. Fill out a complaint.
2. Create a password.
3. Get the complaint code.

This link provides a step-by-step user manual on how to complete the form and track your complaint.

The information received as a complaint, and, if provided, the identity of the complainant, will always be treated with the utmost confidentiality. The complaint will only be accessible to the Group’s Compliance Officer, as the sole user responsible for managing the Whistleblowing Channel.

The Core Group is committed to protecting the rights of individuals who raise concerns in good faith and will not retaliate against any recipient of this Code who reports what they believe to be a violation of the Code; seeks advice about a particular practice, action, or decision; or assists in the investigation of a possible violation. 

Any retaliation taken against an employee who reports an act in good faith through this channel constitutes a violation of this Code, and therefore the acts of retaliation themselves may be subject to complaint. 

Complaints made in bad faith, knowing them to be false, or with the purpose of harming a colleague or superior will be subject to disciplinary action, without prejudice to possible criminal liability for the possible commission of a crime of slander or libel, or civil liability for the injury to the right to honour.

Consumers, former employees who did not file complaints at the time, and, in general, all those who are affected in some way by the activity of the Basic Group will have to resort to alternative means of complaint.

5.2. Publicity, updating and availability of the Code

The Code takes effect on the day of its publication and will be distributed to all members of the Core Group. It will remain in force until its repeal is approved. It will be updated whenever the Ethics Committee deems it necessary or confirms this following a report from any employee.