Code of Ethics

2. Principles of Conduct

Among the principles that constitute the ultimate foundation of the standards included in this Code is ethical, transparent, and socially committed conduct, as recognition of the role and responsibility that private entities have in the proper development and progress of Society, and guaranteeing respect for the legitimate rights of all natural or legal persons with whom it interacts and those of Society in general. This implies:

• Fairness in relationships with the workforce, management, and collaborating individuals or companies, which requires objectivity in their selection and promotion, adequate and reasonable remuneration and collaboration conditions, and non-discrimination based on race, political ideology, religious beliefs, sex, or social status.
• Strict compliance with laws and contracts and the obligations arising from them, as well as good commercial practices and customs.
• Commitment to transparency and truthfulness in product and service offerings, and in the information provided to suppliers, clients, and the general public, as well as the pursuit
  of permanent excellence in the provision of contracted services.
• Development of sustainable businesses and activities over time that are respectful of the environment, the natural world, and social interest.

Compliance with Current Legislation

Effective observance of this principle requires that all individuals who are part of INGECID identify with it, make efforts to understand the regulations relating to their professional activities, and strive to comply with them insofar as they apply, attending not only to their literal meaning but also to their spirit and purpose.

They must act in the same manner with respect to commercial customs and good practices, as well as contractual obligations, considering that honoring agreements and fulfilling commitments in good faith and promptly is, in addition to an elementary duty of justice, a guarantee of our credibility as a company.

Respect and Protection of Human Rights

INGECID promotes that the ten principles that comprise the United Nations International Covenant on Civil and Political Rights be scrupulously respected within the organization.

This implies that, within its sphere of influence, it must act decisively in favor of defending the human rights contained in the “International Bill of Human Rights” and
ensure that it is not responsible, by action or omission, for any form of violation of those rights.

INGECID is committed to respecting, defending, and protecting Human Rights in the International Labour Organization (ILO) Conventions and in the Declaration on Fundamental Principles and Rights at Work.

Therefore, INGECID and the individuals who comprise it must contribute to:

• Offer decent employment.
• Avoid discriminatory practices or those that undermine the dignity of individuals.
• Reject child labor and forced or compulsory labor.
• Respect the freedom of association, union membership, and collective bargaining of its employees, as well as the role and responsibilities of worker representation in accordance with current legislation.
• Implement monitoring procedures that allow for the identification, with due diligence, of possible situations of risk of human rights violations, and establish mechanisms to prevent and mitigate such risks.

Social Responsibility

Aware of the role and responsibility that private entities have in the proper development and progress of society, INGECID seeks to act in a socially responsible manner, and aims, as a permanent aspiration, to reconcile the company’s objectives with the legitimate interests of the so-called “stakeholders” with whom it interacts (workforce, management, partners, clients, suppliers, etc.) or on whom its activity has an impact.

Respect for the Environment

The development of sustainable businesses and activities over time that are respectful of the environment, the natural world, and social interest are part of INGECID’s basic principles of conduct.

INGECID has established an Environmental Policy, which defines, as basic criteria to be followed by the workforce and management:

• Promote continuous improvement and pollution prevention to make the development of our activities compatible with environmental conservation.
• Promote the reuse, recycling, and management of resources.

These principles are communicated to suppliers and external collaborators, as well as the need to align with these principles and comply with the environmental procedures and requirements that apply in each case.

Confidentiality

Confidentiality of Information

Information is the property of the company and its security is the responsibility of INGECID’s workforce, management, and collaborators, who are obligated to protect it and to conduct their activities following established security standards and procedures, and avoid any risk, internal or external, of unauthorized access, manipulation, or destruction, whether intentional or accidental.

INGECID’s workforce, management, and collaborating individuals or companies will not use the information they have access to for purposes other than those that, by reason of their work or professional activity, justify their access to it.

For these purposes, information is considered confidential if it is expressly classified as such, if by its nature, significance, or meaning it is reasonable to understand it as confidential, and any other information whose disclosure could cause harm to INGECID.

In particular, information relating to clients, employees, suppliers, strategic plans, financial, commercial, statistical, legal, or similar information must be considered confidential and treated as such.

Information relating to third parties must also be considered confidential if the affected person has knowledge of it due to their relationship with INGECID. In case of doubt, any information should be considered confidential unless otherwise indicated.

The duty of confidentiality does not apply to information that the affected person must make public or communicate to third parties in compliance with a legal or contractual obligation or in the performance of the duties of their position.

In the event of termination of their relationship with INGECID, the affected person, without prejudice to continuing to be bound by the duty of confidentiality, must return reports, data, documents, computer files, and media of all types in their possession due to their position or activity at INGECID, regardless of whether the information they contain is confidential or not.

Protection of Personal Data

INGECID complies with current legislation on data protection, and has established procedures and measures to protect confidentiality and ensure the correct use of information relating to identified or identifiable natural persons (name, surname, age, health data, image, sound, economic data, etc.).

Transparency

The trust placed in INGECID by different stakeholders is based on the transparent, truthful, and complete information that the company provides in all areas of its activity.

The workforce and management must ensure that the information they provide, both internally and externally, is accurate, clear, and truthful, and under no circumstances will they knowingly provide incorrect, incomplete, inaccurate information, or information that could mislead the recipient.

Applications for any type of subsidies, aid, or funds from Public Administrations will be processed in accordance with the stated principles of truthfulness and transparency regarding compliance with the conditions required for their granting and with strict application of the amounts received for such purposes to the ends or activities for which the subsidy, aid, or funds have been granted.

This principle of transparency and truthfulness of information will also apply to internal communication.

Individuals who enter any type of information into INGECID’s computer systems must ensure that it is rigorous and reliable. In particular, all economic transactions of INGECID must be clearly and accurately reflected in the corresponding records, systems, and/or files, ensuring adequate custody and preservation of information within the time periods provided by law.

Transparency of Public Activity

Brand and Corporate Reputation

Among INGECID’s intangible assets, the brand and corporate reputation occupy a preeminent place. Any conduct that could damage the company’s image must be avoided and, consequently, refrain from using its name, brand, or distinctive signs for purposes other than those authorized by the company or allowing INGECID’s reputation to be harmed or undermined as a result of actions taken personally or without proper authorization.

The workforce must have express authorization to speak on behalf of INGECID or participate due to their position or relationship with INGECID in any public forum or medium (media, social networks, professional conferences, seminars, and any other event that may have public dissemination).

Intellectual and Industrial Property

INGECID’s workforce, management, and collaborating individuals or companies must respect the intellectual property and usage rights or licenses held by the company in relation to courses, projects, programs and computer systems, manuals, videos, knowledge, processes, and, in general, any work or project created or developed at INGECID, whether as a result of its professional activity or by third parties, limiting their use solely and exclusively to the exercise of said professional activity.

Likewise, they will respect the intellectual and industrial property rights held by any third parties outside the Company. In particular, they will not use at INGECID any program, manual, documentation, or information of any type belonging to third parties without proper authorization.

3. Conduct Guidelines

Relationships With and Among the Workforce

Respect for Individuals

INGECID promotes a favorable work environment in which capabilities are fostered and the interests of all individuals who are part of the organization are respected, as an essential condition 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 absence thereof.
• Harassment or discrimination based on age, color, race, nationality, ethnic origin, sex, sexual orientation, disability, or other characteristics protected by law.
• Threatening or humiliating statements of a verbal, written, or graphic nature directed at any person or group of the workforce.

Diversity provides INGECID with a competitive advantage, through greater creativity, enhanced reputation, and quality of human capital, helping to better serve the interests of an equally diverse clientele.

Work-Life Balance

INGECID considers that an active and structured policy on equality and work-life balance promotes productivity and facilitates balance between the work sphere and the personal and family sphere of all workers, committing to promote initiatives that represent effective progress. Management and the workforce will facilitate team members’ enjoyment of the measures contemplated in said policy without restrictions.

Occupational Risk Prevention

INGECID provides safe and healthy work environments, thus guaranteeing individuals’ right to protection of their health and integrity. Team members have the right and duty to report, through the channels established for this purpose, any situation in which workplace safety and health are being endangered.

Relationships with Clients

INGECID assumes and promotes commitment to the quality of its services, and operates under best practices. All INGECID personnel must take care of client relationships, acting with integrity and aiming for the achievement of the highest quality levels and excellence in service delivery, seeking the development of long-term relationships based on trust and mutual respect.

Agreements must always be put in writing and comply with INGECID’s policies and applicable laws. In agreements, INGECID:

• Obtains orders based on the superiority of its services and competitive prices.
• Presents its services and products honestly and directly.
• Systematically fulfills commitments.
• Avoids unfair or deceptive business practices.
• Focuses on high-quality service.

Relationships with Suppliers, Collaborators, and Subcontractors

For INGECID, relationships with supplier, partner, collaborator, and subcontractor individuals and entities must be based on the quality of the services and products they offer, and on the integrity of their business practices, guaranteeing, in addition to socially responsible conduct, transparency and equal treatment.

INGECID refuses to engage with third parties whose conduct is incompatible with this Code.

Workforce members who participate in selection processes for such individuals or companies:

• Bear in mind that the selection and contracting of products or services must be carried out through an equitable procedure and according to technical, professional, and economic criteria of an objective nature.
• Reject and, under no circumstances, request incentives, commissions, gratuities, favors, or advantages, avoiding any behavior that could be considered inappropriate or unlawful.
• Do not incur conflicts of interest.

Anti-Corruption, Bribery

INGECID is against unethical practices aimed at inappropriately influencing the actions and will of individuals to obtain advantages. Nor does it allow other individuals or entities to use such practices with its workforce. No INGECID personnel shall accept or engage in bribery, or offer benefits for the advantage of third parties who are in the service of any organization (public or private) to obtain advantages or conduct business, whatever its nature, reporting through established channels any corrupt practices that come to their knowledge.

Responsibility in Giving and Receiving Gifts, Hospitality, and Travel

INGECID’s workforce and management may not, in their capacity as such or due to their professional activity, request or accept, either directly or indirectly, gifts, commissions, discounts, invitations, or other types of advantages or favors from suppliers, clients, or any person or entity related or seeking to relate to INGECID.

Without prejudice to the generality of the foregoing, courtesies or gifts of symbolic or reduced value may be accepted that simultaneously meet the following requirements:

• They are not contrary to the principles of ethical conduct and transparency adopted by INGECID.
• They do not harm the image or reputation of INGECID.
• They are permitted by both the applicable legislation and internal regulations of each country as well as by local customs and practices.
• They do not consist of sums of money or assets and goods easily convertible to cash.
• They are given or received transparently and occasionally, by virtue of a generally accepted commercial practice or social courtesy.
• They consist of objects or courtesies with symbolic or economically irrelevant value and, in any case, less than 100 euros (or its equivalent in the corresponding currency) and as dictated by legislation.
• They are not perceived as potentially influencing the decision-making of INGECID’s workforce or management.

If a person receives a gift that exceeds the established maximum amount, or that raises doubts about its appropriateness, they must inform their superior, who will decide whether its return is appropriate or, where applicable, the destination to be given to it. In addition, the case will be brought before the Ethics Committee (4.1).

Gifts made on behalf of INGECID are characterized by being intended to promote the company’s brand image and will be made solely and exclusively by expressly authorized workforce members. Therefore, and outside of what is provided in the cited standard, within the scope of their professional activity, they may not offer, directly or indirectly, gifts, services, or any other type of favor to client, supplier, or partner companies or to any other person or entity that maintains or may maintain relationships with INGECID.

Fair Competition

Antitrust laws promote the independence of each company when making decisions about sensitive competitive factors such as price and contractual terms. The following should not be done or discussed with competitors:

• Fix or coordinate prices.
• Share information with competitors about prices, profits, or profit margins.
• Facilitate collusive or rigged bids.
• Boycott other companies (competitors, suppliers, or clients).
• Divide or allocate markets, territories, or customers.
• Exchange or share any unpublished information about prices or any other competitive information with a competing company.

All of this, moreover, taking into account that in the sectors in which INGECID operates there is great interconnectivity, with a company that is a competitor for one project potentially being a supplier or client in another, and a partner in yet another. Special care will be taken not to share or discuss, intentionally or accidentally, information that could lead to unfair competition or put confidential or proprietary business information at risk.

Conflict of Interest

INGECID considers loyalty an essential value which, moreover, is compatible with the possibility that the workforce or management may engage in other business or professional activities provided they are legal and do not conflict with their responsibilities at INGECID. Consequently:

• They will act with loyalty and in defense of the interests of the company.
• The workforce and management must refrain from participating in any activity that could give rise to a conflict of interest with their work at INGECID. Likewise, they will refrain from representing the company, intervening, or influencing decision-making on matters in which, directly or indirectly, they themselves, family members, or close associates have a personal interest.
• Individuals who could be affected by a conflict of interest will communicate it, prior to any decision-making on the matter in question, to the Management of their company, so that the necessary measures can be taken to prevent their impartiality from being compromised.

4. Compliance and Notifications

To ensure the application of the Code, as well as the supervision and control of its compliance, an Ethics Committee is established, which will have the following powers, composition, and operating procedures:

Ethics Committee

Powers

The main functions of the Ethics Committee are:

• Advisory: resolve queries regarding interpretation of the principles and conduct guidelines contained in this Code and provide advice on how to act in certain situations.
• Resolutive: analyze and resolve complaints for non-compliance with the Code.
• Oversight: ensure compliance with the Code of Ethics, and propose updates to its content to adjust it to changes that occur in the company, the market, society, and legislation.
• Promotional: disseminate and promote among employees the values and standards of conduct established in this Code.

Composition

The Ethics Committee will be composed of Management, Technical Management, Integrated Management System Managers, and Project Management Director.

Operating Procedures and Notifications

Any person at INGECID who has doubts about the application of the Code, or who observes a situation that could constitute non-compliance with or violation of any of the ethical principles or conduct standards established in this Code, must communicate it to the Ethics Committee, which will act within the scope of its advisory functions or by resolving complaints that may be raised for non-compliance with the Code.

Proposals, queries, and complaints may be submitted to the attention of the Ethics Committee through the following channels:

• Preferably, by email to info@ingecid.es
• By traditional mail, to our postal address:
  • INGECID
    Attn. 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 query or complaint must contain, at minimum, the following information:

• Identification of the person making the query or complaint.
• In the case of a complaint, the circumstances must be detailed and, to the extent possible, the evidence or indications supporting it must be provided. Those responsible for the alleged irregularity will be identified.
• In the case of a query, the article of the Code about which clarification or interpretation is desired must be indicated and the subject of the query must be detailed as precisely as possible.

The Ethics Committee will review and resolve the complaints and queries received, giving them in each case the treatment it deems most appropriate, will act in each intervention with complete independence and full respect for the affected persons, and will guarantee, at all times, confidentiality in the handling of the complaints and queries it processes.

The workforce and management have the duty to cooperate in investigations carried out regarding possible non-compliance with the Code.

INGECID guarantees that there will be no retaliation for having reported non-compliance with the Code of Ethics, or for having participated in any investigation procedure.

The decisions of the Ethics Committee are binding on the company and its workforce.

Non-compliance with any of the conduct criteria contained in this Code of Ethics will be sanctioned in accordance with the current disciplinary regime, without prejudice to any other liabilities that may have been incurred.

The Ethics Committee will report annually on the activities carried out, both in terms of advisory and resolutive interventions, as well as actions to promote the Code of Ethics.

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