Code of Ethics

2. Guiding principles

Among the principles forming the ultimate foundation of the rules in this code are ethical, transparent, and socially responsible conduct, acknowledging the role and responsibility of private entities in the proper development and progress of society, and ensuring respect for the legitimate rights of all individuals and legal entities they interact with, as well as society in general. This includes:

• Fairness in relationships with personnel, management, and collaborating individuals or companies, requiring objectivity in selection and promotion, appropriate and reasonable remuneration and collaboration conditions, and non-discrimination based on race, political beliefs, religious beliefs, sex, or social status.
• Strict compliance with laws, contracts, and the obligations arising from them, as well as adherence to sound commercial practices.
• Commitment to transparency and truthfulness in the offering of products and services and in the information provided to suppliers, clients, and the public, along with a continuous pursuit of excellence in the delivery of contracted services.
• Development of businesses and activities that are sustainable over time and respectful of the environment, surroundings, and social interest.

Compliance with applicable law

Effective adherence to this principle requires that all personnel of INGECID identify with it, make an effort to understand the regulations relevant to their professional activities, and strive to comply with them as applicable, considering not only their literal content but also their spirit and purpose.

Likewise, they must act in accordance with sound commercial practices and contractual obligations, understanding that honoring agreements and fulfilling commitments promptly and in good faith is, in addition to a basic duty of fairness, a guarantee of our credibility as a company.

Respect for and safeguarding of human rights

INGECID promotes strict adherence to the ten principles of the United Nations International Covenant on Civil and Political Rights within the organization.

This means that, within its sphere of influence, INGECID must actively uphold the human rights contained in the “International Bill of Human Rights” and ensure it is not responsible, by action or omission, for any violation of these rights.

INGECID is committed to respecting, defending, and protecting human rights as outlined in the conventions of the International Labour Organization (ILO) and the Declaration of Fundamental Principles and Rights at Work.

Therefore, INGECID and its personnel must contribute to:

• Providing decent employment.
• Preventing discriminatory practices or those that undermine individual dignity.
• Rejecting child labor and forced or compulsory labor.
• Respecting freedom of association, collective bargaining, and the rights and responsibilities of employee representation in accordance with applicable law.
• Implementing monitoring procedures to diligently identify potential human rights risks and establish mechanisms to prevent and mitigate such risks.

Social responsibility

Aware of the role and responsibility of private entities in the proper development and progress of society, INGECID aims to act in a socially responsible manner, with a continual aspiration to reconcile corporate objectives with the legitimate interests of its stakeholders (personnel, management, partners, clients, suppliers, etc.) and those impacted by its activities.

Environmental responsibility

Conducting business and activities that are sustainable over time and respectful of the environment, surroundings, and social interest are fundamental principles of INGECID’s operations.

INGECID has established an Environmental Policy that sets out the fundamental criteria to be followed by personnel and management:

• Promote continuous improvement and pollution prevention to ensure that business development is compatible with environmental conservation.
• Encourage reuse, recycling, and resource management.

These principles are communicated to suppliers and external collaborators, who are expected to align with them and comply with applicable environmental procedures and requirements in each case.

Confidentiality

Confidentiality of information

Information is the property of the company, and its security is the responsibility of INGECID’s employees, management, and collaborators. They are required to safeguard it and conduct their activities in accordance with established security standards and procedures, preventing any internal or external risk of unauthorized access, alteration, or destruction, whether intentional or accidental.

Employees, management, and collaborators of INGECID must not use information obtained in the course of their work for purposes other than those justified by their professional responsibilities.

For these purposes, information is considered confidential if explicitly marked as such, if its nature or significance reasonably implies confidentiality, or if its disclosure could potentially harm INGECID.

Information concerning clients, employees, suppliers, strategic plans, financial, commercial, statistical, legal, or similar matters must be treated as confidential.

Information regarding third parties that becomes known due to an individual’s relationship with INGECID must also be treated as confidential. In case of doubt, all information should be assumed confidential unless stated otherwise.

The duty of confidentiality does not apply to information that must be disclosed in compliance with a legal or contractual obligation, or in the execution of one’s professional duties.

Upon termination of their relationship with INGECID, individuals must return all reports, data, documents, digital files, and any other materials in their possession due to their role or work at INGECID, while remaining bound by the obligation of confidentiality, regardless of whether the information is classified as confidential.

Protection of personal data

INGECID complies with current data protection legislation and has implemented procedures and measures to safeguard confidentiality and ensure the proper use of information relating to identified or identifiable individuals (such as name, surname, age, health data, images, audio, financial information, etc.).

Transparency

The trust placed in INGECID by its various stakeholders is founded on transparent, accurate, and comprehensive information provided across all areas of the company’s operations.

Employees and management must ensure that the information they provide, both internally and externally, is accurate, clear, and truthful. Under no circumstances should they knowingly provide false, incomplete, or misleading information.

Applications for any grants, subsidies, or public funds will be processed in accordance with these principles of accuracy and transparency, ensuring that all conditions for allocation are met and that funds are strictly applied to the purposes or activities for which they were granted.

This principle of transparency and accuracy also applies to internal communications.

Individuals entering information into INGECID’s IT systems must ensure it is accurate and reliable. All financial transactions, in particular, must be clearly and precisely recorded in the appropriate records, systems, and files, ensuring proper safeguarding and retention in accordance with legal requirements.

Transparency of public activity

Brand and corporate reputation

Among INGECID’s intangible assets, the corporate brand and reputation are paramount. Any conduct that could harm the company’s image must be avoided. Using the company’s name, brand, or trademarks for unauthorized purposes, or actions taken personally or without proper authorization that could damage INGECID’s reputation, is strictly prohibited.

Employees must obtain explicit authorization before acting on behalf of INGECID or participating in any public forum or medium (media outlets, social networks, professional events, seminars, or any event with public exposure) due to their role or relationship with the company.

Intellectual and industrial property

Employees, management, and collaborators of INGECID must respect the company’s intellectual property and any rights or licenses it holds over courses, projects, programs and IT systems, manuals, videos, knowledge, processes, and any other work created or developed within INGECID, whether as part of their professional activity or derived from third parties. Such use must be strictly limited to professional purposes.

They must also respect the intellectual and industrial property rights of any third parties. Specifically, no third-party software, manuals, documentation, or information may be used within INGECID without proper authorization.

3. Code of conduct

Relations with and among employees

Respect for individuals

INGECID fosters a positive work environment that nurtures individual capabilities and respects the interests of all members of the organization, recognizing this as essential for achieving excellence in service delivery.

INGECID does not tolerate:

• Violent, hostile, offensive, or humiliating behavior.
• Unwanted physical contact.
• Sexual harassment.
• Harassment or discrimination based on religious or political beliefs, or the lack thereof.
• Harassment or discrimination based on age, color, race, nationality, ethnic origin, gender, sexual orientation, disability, or any other legally protected characteristic.
• Threatening or humiliating statements, whether verbal, written, or visual, directed at any individual or group of employees.

Diversity provides INGECID with a competitive advantage by fostering greater creativity, enhancing reputation, and improving the quality of human capital, thereby enabling better service to an equally diverse clientele.

Work-life balance

INGECID believes that an active and structured policy on equality and work-life balance enhances productivity and supports the personal and family well-being of all employees. The company is committed to promoting initiatives that produce tangible improvements. Management and employees will ensure that all team members can fully benefit from the measures provided under this policy.

Occupational risk prevention

INGECID provides safe and healthy work environments, ensuring that employees’ right to health and safety is protected. Team members have both the right and the duty to report, through established channels, any situation that may endanger workplace safety or health.

Customer relations

INGECID is committed to high-quality services and adheres to best practices. All members of the organization must maintain client relationships with integrity, aiming for the highest levels of quality and service excellence, and fostering long-term relationships built on trust and mutual respect.

Agreements must always be documented in writing and comply with INGECID policies and applicable law. In these agreements, INGECID:

• Secures orders based on the superior quality of its services and competitive pricing.
• Presents its services and products honestly and transparently.
• Systematically fulfills its commitments.
• Avoids unfair or deceptive business practices.
• Focuses on delivering high-quality service. high quality service.

Relations with suppliers, partners, and subcontractors

For INGECID, relationships with suppliers, partners, collaborators, and subcontractors must be based on the quality of services and products they provide and the integrity of their business practices. In addition to ensuring socially responsible conduct, transparency and equitable treatment must be maintained.

INGECID will not engage with third parties whose conduct is inconsistent with this Code.

Employees involved in the selection of these individuals or companies must:

• Ensure that selection and procurement are conducted through a fair process based on objective technical, professional, and economic criteria.
• Refuse, under all circumstances, to solicit or accept incentives, commissions, gratuities, favors, or advantages, avoiding any behavior that could be considered inappropriate or illegal.
• Avoid any conflicts of interest.

Anti-corruption and bribery

INGECID strictly opposes unethical practices intended to improperly influence the actions or decisions of individuals to gain advantages. It does not permit others to use such practices with its employees. No one at INGECID shall accept or engage in bribery, nor offer benefits to third parties employed by any organization (public or private) to obtain advantages or conduct business, regardless of its nature, and must report any instances of corruption through the established channels.

Responsibility in giving or receiving gifts, hospitality, and travel

Employees and management at INGECID must not, in their professional capacity, directly or indirectly request or accept gifts, commissions, discounts, invitations, or any other advantages or favors from suppliers, clients, or any person or entity connected or seeking to engage with INGECID.

Notwithstanding the above, courtesies or gifts of nominal or symbolic value may be accepted if they simultaneously meet the following conditions:

• They do not conflict with INGECID’s principles of ethical conduct and transparency.
• They do not harm INGECID’s image or reputation.
• They are permitted by the applicable laws and internal regulations of the relevant country, as well as by local customs.
• They do not consist of cash or cash-equivalent items.
• They are given or received transparently and occasionally, in accordance with accepted commercial practices or social courtesies.
• They consist of items or gestures of symbolic or negligible economic value, in any case below 100 euros (or equivalent in local currency) and in compliance with applicable legislation.
• They are not perceived as having the potential to influence the decision-making of INGECID employees or management.

If an individual receives a gift exceeding the established maximum or if there are doubts regarding its appropriateness, they must inform their superior, who will determine whether it should be returned or otherwise managed. The case will also be submitted to the Ethics Committee (4.1).

Gifts given on behalf of INGECID are intended solely to promote the company’s brand image and may only be provided by expressly authorized personnel. Therefore, outside the scope of this provision, employees may not directly or indirectly offer gifts, services, or any other favor to client, supplier, or partner companies, or to any individual or entity with which INGECID maintains or may maintain relationships.

Fair competition

Antitrust laws promote the independence of each company when making decisions on sensitive competitive factors such as pricing and contractual terms. The following actions or discussions with competitors are prohibited:

• Fixing or coordinating prices.
• Sharing information with competitors regarding prices, profits, or profit margins.
• Facilitating collusive or rigged bids.
• Boycotting other companies (competitors, suppliers, or clients).
• Dividing or allocating markets, territories, or clients.
• Exchanging or sharing any non-public pricing or competitive information with a competitor.

Furthermore, given the interconnected nature of the sectors in which INGECID operates—where a competitor in one project may act as a supplier, client, or partner in another—special care must be taken not to share or discuss, intentionally or accidentally, information that could lead to unfair competition or compromise confidential or proprietary business information.

Conflict of interest

Loyalty is a core value at INGECID, which remains compatible with employees or management engaging in other lawful business or professional activities, provided they do not conflict with their responsibilities at INGECID. Accordingly:

• Act with loyalty and in defense of the company’s interests.
• Employees and management must refrain from engaging in any activity that could create a conflict of interest with their work at INGECID. They must also avoid representing the company, intervening, or influencing decisions on matters in which they, their family members, or close associates have a direct or indirect personal interest.
• Individuals potentially affected by a conflict of interest must report it to company management before making any decisions on the matter so that appropriate measures can be taken to ensure impartiality.

4. Compliance and notifications

To ensure the implementation, oversight, and enforcement of this Code, an Ethics Committee is established with the following responsibilities, composition, and operational procedures:

Ethics Committee

Responsibilities

The main functions of the Ethics Committee are:

• Advisory: resolving interpretive queries regarding the principles and conduct guidelines in this Code and providing advice on how to act in specific situations.
• Decision-making: reviewing and resolving reports of Code violations.
• Oversight: ensuring compliance with the Code and proposing updates to align with changes in the company, market, society, and legislation.
• Promotion: communicating and promoting the values and conduct standards set out in this Code among employees.

Composition

The Ethics Committee shall be composed of members from Management, Technical Management, Integrated Management System Officers, and the Project Management Officer.

Operating rules and notifications

Anyone at INGECID who has questions about the Code or observes a situation that may constitute a violation of any ethical or conduct standards set forth in this Code must report it to the Ethics Committee, which will act within its advisory and decision-making capacities.

Proposals, inquiries, and reports may be submitted to the Ethics Committee through the following channels:

• Preferably by email to info@ingecid.es
• By traditional mail, to our postal address:
  • INGECID
    A/a. Ethics Committee
    E.T.S. de Ingenieros de Caminos, Canales y Puertos,
    CDTUC-Torre Anexa, 3rd Floor, Module 1104,
    Avda. de los Castros nº 44
    39005 Santander (Cantabria)
• Through the internal questionnaire.

The inquiry or report must contain at least the following information:

• Identification of the person submitting the inquiry or report.
• In the case of a report, the circumstances must be detailed and, to the extent possible, supported with evidence or indications. The individuals responsible for the alleged irregularity should be identified.
• In the case of an inquiry, the relevant article in the Code should be specified, and the subject of the inquiry should be described as clearly as possible.

The Ethics Committee will review and resolve received inquiries and reports, handling each case as deemed appropriate. It will act with full independence and respect for affected individuals, ensuring confidentiality in all cases.

Employees and management have a duty to cooperate in investigations concerning potential Code violations.

INGECID guarantees that no reprisals will be taken against individuals for reporting a Code violation or for participating in any investigation process.

The decisions of the Ethics Committee are binding on the company and all employees.

Violations of any of the principles of conduct set forth in this Code of Ethics will be sanctioned according to the current disciplinary regulations, without affecting any other liabilities that may apply.

The Ethics Committee will provide an annual report on its activities, including advisory and decision-making interventions as well as initiatives promoting the Code.

By the Executive Management
APPROVAL DATE: 18/10/2023
DOCUMENT: IT-314-1
REVISION: 00