ETHICAL CODE

 

 

 

Derivados del Colágeno S.A.

(DERCOSA)

  1. Definition and objective of conduct code and responsible practices

DERCOSA’s Ethical Code establishes behavior models, principles and aptitudes that a company should have during all professional responsibilities.

The Ethical Code has as a main objective to assure a professional and ethical behavior, consolidating a culture and standard rules, accepted and respected by all of its employees. It will be the premise in all relation with employees, customers, shareholders, suppliers, etc.

The Code will be mandatory. All DERCOSA employers are obligated to comply with these rules using any channel. Moreover, the company has established a procedure, by ethics committee, where employees can confidentially provide irregularities and bad practices observed.

In this way, the ethical code:

  • Providing knowledge and corporate culture in DERCOSA, based on human and social rights fulfillment.
  • Applying the diligence right in prevention, detection and resolution of irregular conducts. The company is committed to regularly analyze and assure that all employees know the Code, their responsibilities and the way to notify irregularities.

 

  1. Scope of application

The ethical code is destinated to every administrative, director and employee of DERCOSA, independently of the position in the company. In addition, the code can be extensive in its application in any organization related to DERCOSA.

On the other hand, when norms, laws, local regulations and this Ethical Code show discrepancy between them, employees will apply the most restricted one.

All employees are responsible to know and fulfil the laws related to their function, responsibility and workstation. In any case, DERCOSA will make available the local legislation according to their professional functions, and they are free to ask to superiors any doubt or use the rest of established ways for diffusion, knowledge and fulfillment this Code.

 

 

  1. General principles

The ethical code is a compromise. It is defined as an ethical compromise which include principles and basic standard for the proper development of relations between DERCOSA and its principal interest groups.

The Code is based on these principles:

  • Every DERCOSA operation will be performed under an ethical and responsible umbrella.
  • Compliance with the current legislation will be applied in this code.
  • The behavior of DERCOSA employees will conform to this Code of Conduct and Responsible Practices.
  • All persons, who maintain, directly or indirectly, any labor, economic, social and/or industrial relationship with DERCOSA will be treated fairly and with dignity.
  • All activities of DERCOSA will be carried out in the most respectful manner with the environment, assuring management of natural resources.

Employees

  • DERCOSA does not employ anyone under 16 years of age.
  • Nobody in DERCOSA will be discriminated because of race, physical disability, illness, religion, sexual orientation, political opinion age, nationality or gender.
  • DERCOSA bans every type of abuse, as well as any other conduct that compromise a good work atmosphere.
  • DERCOSA employees have the right to organize in trade unions and collective bargaining.
  • Weekly working hours and overtime hours shall not exceed those established by law.
  • The salary of DERCOSA employees will always respect the collective agreements.
  • Every DERCOSA employee carries out their work in safe and healthy places.

Customers

DERCOSA is committed to offering all its customers a high standard of excellence, quality, health and security in all their products, always with clear and transparent communication. These products will be manufactured in an ethical and responsible way.

Shareholder

DERCOSA carries out its activity in accordance with the corporate interest, understood as viability and long-term value if all shareholders. This code is also applied with associates.

Suppliers

All DERCOSA suppliers are obligated to strictly follow this code. Moreover, they must allow that DERCOSA or external companies verify its compliance.

Society

DERCOSA is committed to collaborate on a local, national and international level in order to improve the business, help with data for database or statistical studies, join seminaries or organizations related to leather sector, etc.

 

  1. Commitment
    • Compliance of legislation and internal regulations

Code application may never suppose a default of the legal provisions in the country where DERCOSA work. If any local behavior or ethical code exists, this will prevail over any other internal normative, unless this one is more restricted. In order to follow the decisions taken by employees, they are traceable from the point of view of regulatory compliance, so that the adequacy of decisions to internal standards is justifiable, verifiable, in the case of review by third parties or the company itself.

DERCOSA is committed to ease this information to its employees for their understanding. DERCOSA also has a consul and notification procedure which allows any person to confidentially report any irregularity.

  • Compliance of agreements and conventions

DERCOSA accepts as part of its internal regulations, the content of agreements and conventions, national or international, which are adhered. The agreement Annex I is attached and will be constantly uploaded.

  • Relations with employees

Respect between people

At DERCOSA, the management of human resources and relation between employees are always based on respect for dignity. The company expressly forbids the abuse of authority and any type of harassment, whether physical, psychological or moral, as well as any other negative conduct. All DERCOSA employees must treat each other in a respectful and professional manner to create a pleasant, rewarding and safe work environment that encourages people to do their best. In the same way, relationships between DERSOSA employees and the collaborating companies will be based on the same criteria.

The Company expressly forbids the use of alcohol and illegal substances which can inhibit their professional responsibilities. Smoking in company premises is totally forbidden.

DERCOSA employees have employment contracts. The Code is also applied to suppliers, contractors and other collaborating companies to avoid cases in which workers work irregularly.

Professional development, equal opportunities and non-discrimination

DERCOSA guarantees equal opportunities and is committed to help its employees develop professionally and personally. DERCOSA does not tolerate any type of discrimination based on gender, race, sexual orientation, religion, political opinions, nationality, disability or any other circumstance that could be a source of discrimination.

The selection and promotion in DERCOSA will always be based on merit and on objective and transparent circumstances. DERCOSA employees will know the methodologies and procedures used for professional development in the company. DERCOSA is also committed to providing methods to contribute to the learning and updating their knowledge in order to improve the DERCOSA team.

Moreover, DERCOSA knows the importance of the balance between personal and professional life for personal growth and the collective well-being. DERCOSA will promote actions to help its employees reach that balance.

Teamwork, collaboration and dedication

DERCOSA considers that collaboration, teamwork and synergies are requirements to achieve its objectives and to make the most of its capabilities, resources and the diversity of knowledge. For that reason, DERCOSA promotes collaboration between people to achieve a better communication between sections inside the company. All employees must act with collaborative spirit when their knowledge, skills and experience are required to solve and share global interests for the company.

DERCOSA employees work efficiently, making the most of their time and resources.

To stimulate loyalty, satisfaction and pride of being part of the company, DERCOSA is committed to dedicating resources and developing initiatives and actions to promote cultural cohesion in the organization.

Security and health

DERCOSA dedicates means to provide its employees a healthy and safe workplace. Likewise, the company continuously improves the prevention measures of occupational risks and the promotion of safety at work in each section.

In the same way, DERCOSA promotes and stimulates this security and health measures to its collaborating companies. In fact, when third-party companies come to DERCOSA to do an external job, the company is obligated to facilitate documentation indicating the experience and certified courses related to the security of their employees.

DERCOSA employees will use their equipment in a proper and safe way. This equipment depends on the workplace. They are responsible for their own and general safety. They also encourage their partners to follow the safety measures. The priority is always a safe workplace.

  • Relations with customers

All employees are obligated to act based on respect and dignity, taking into account the different cultures with internationals customers and not allowing discrimination in treatment based on race, religion, age, nationality, gender or any other personal or social condition.

DERCOSA acts with the aim of offering the highest level of quality with the objective to achieve the excellence in the manufacture of its products. For this reason, it makes available to its employees the means for the development of their activity in such a way that they can satisfy the expectations of the customers. Likewise, employees will avoid all malicious or fraudulent conduct that leads to obtaining inappropriate advantages.

In the development of their commercial activities, employees will promote the products of the organization according to their quality, based on standards without giving false information about the competition.

  • Market practices

DERCOSA competes in a loyal manner in the market and does not accept fraudulent or malicious conduct in any case. All DERCOSA employees are committed to free competition and compliance with the laws related to abuse or illegal restrictions of competition in the different countries.

In the development of commercial activities, DERCOSA employees will promote the company based on objective standards, without misrepresenting the characteristics or the conditions of the products they serve. All promotional information of the company will be presented clearly, in order not to mislead.

Searching for commercial or market information by DERCOSA employees will always be carried out without violating any protection rule. Employees will reject information about competitors obtained improperly in order to maintain confidentially. In particular, it will be taken into account when a new professional is incorporated from other companies. Moreover, DERCOSA employees will also avoid spreading false information about company competitors.

  • Relations between suppliers

DERCOSA considers its contractors, suppliers and, in general, collaborating companies, essential for the achievement of its growth and development objectives. DERCOSA employees will interact with their goods and services suppliers in a lawful, ethical and respectful way.  DERCOSA will give priority to companies with social, environment or ethic certifications or standards.

All DERCOSA employees who participate in selection processes to choose a contractors, suppliers, suppliers or external companies, have the obligation to act impartially and objectively, respecting always the DERCOSA internal regulations.

Any gift or paid leisure activity will be considered a violation of this Code, must be immediately returned and this circumstance reported to the Ethics committee.

  • Political neutrality

DERCOSA carry out its activity and develop its business model without any intervention in political process. Any relation between DERCOSA and governments, authorities, institution or political parties will be based on legality and political neutrality.

DERCOSA recognizes the right of its employee to express freely about everything, provided that its does not interfere any activity in the company where an external may associate DERCOSA with one or another political opinion.

  • Interest conflicts and loyalty to the company

Interest conflicts appear in those circumstances where DERCOSA employees` interests conflict with the company’s, and they can interfere in their responsibilities.

The relationship between DERCOSA and its employees must be based on loyalty. The company respects the participation of its employees in financial or business activities, provided that the internal rules do not say the opposite, that such activities are legal and do not interfere with their responsibilities.

All DERCOSA employees must avoid situations where conflicts of interest can appear. For this reason, they do not intervene or influence in management or decisions making when, directly or indirectly, they or close people may have personal interests.

Any employee that considers interest conflict must inform their superior and the Ethics Committee.  The superior will inform the Committee which measures have been taken to deal with the situation. The Committee will study the purposed measures and will evaluate the performance.

  • Other activities

DERCOSA employees only carry out work and professional activities when these activities do not interfere in the company. Any activity that may interfere with their functions must be communicated previously to the Ethics Committee.

  • Use of company goods and services

The employees of DERCOSA will efficiently use the company’s goods and services and won’t use them for their own benefit.

Regarding this aspect, the employees of DERCOSA will in no case use the equipment DERCOSA leaves at their disposal to install or download programs, apps or contents of illegal use, which contradict the rules of the company or which could harm its reputation. Also, they won’t make use of the funds or cards of the company to defray actions that aren’t proper of their professional activity.

The employees will have to know the documents and data contained in the systems and technology equipment of the DERCOSA information, they may be subject to review by competent units of the company, or by third parties designated by the company, when deemed necessary and allowed by the regulations in force.

  • Confidentiality of the information and personal data protection

DERCOSA employees have the obligation to protect the information and knowledge generated within the organization, its property or that the company holds.

Employees shall refrain from using for their own benefit any data, information or any document obtained during the exercise of their professional activity. Nor shall they communicate information to third parties, except in compliance with applicable regulations, company rules or when they are expressly authorized to do so. Likewise, they shall not use data, information or documents of a confidential nature coming from a third-party without its written authorization.

DERCOSA employees are committed to maintaining confidentiality and to making use, according with internal regulations, of any data, information or document obtained during the exercise of their responsibilities in the company. In general, the information to which they have access must be considered confidential and may only be used for its initial purpose.

Also, they must not make duplicates, reproduce or make more use of the information than is necessary for the development of their tasks and must not store it in information systems that are not the property of DERCOSA, except in cases and for purposes which are expressly authorized.

The obligation of confidentiality will remain after the termination of the activity at DERCOSA and will include the obligation to return any material related to the company in the employee’s possession at the time of termination of his or her relationship with the company.

DERCOSA employees must respect the personal privacy of all persons, whether employees or others, to whose data they have access. Authorizations to use data must respond to specific and justified requests. DERCOSA employees must strictly comply with the rules, internal and external, established to ensure the proper treatment of information and data provided to the company by third parties.

In the collection of personal data from customers, employees, contractors or any person or entity with whom a contractual or other relationship is maintained, all DERCOSA employees obtain consent, when required, and undertake to use the data in accordance with the purpose authorized by the grantor of such consent. Likewise, DERCOSA personnel must know and respect all internal procedures implemented regarding the storage, custody and access to the data and which are designed to guarantee the different levels of security required according to the nature of the data.

Employees shall report to the corresponding department or area any incident they detect related to the confidentiality of information or the protection of personal data.

  • Industrial property protection

DERCOSA employees are committed to the protection of their own and others’ intellectual property which includes rights to patents, trademarks, domain names, copyrights (including software copyrights), design rights, database extraction rights or specialized technical knowledge rights.

In their relations with third parties, DERCOSA employees will follow the rules and procedures regarding the protection of intellectual and industrial property to avoid infringing the rights of third parties.

  • Corruption and bribery

DERCOSA understands corruption as the use of unethical practices to obtain some benefit. Corruption constitutes one of the categories of fraud.

In no case will DERCOSA make any unethical practices to influence the will of persons outside the company with the objective of obtaining some benefit for the company or for themselves. They will also be alerted if there are no cases in which other people or organizations make use of these practices in their relationship with the company.

In their relations with public authorities and institutions, DERCOSA employees will conduct themselves in a manner that is lawful and in line with international provisions for the prevention of corruption and bribery.

DERCOSA employees who maintain relations with public authorities must document the decisions taken and ensure that they comply with the regulations that the company has established for this purpose. All of this is done with the aim of facilitating, where appropriate, the review of their decisions by third parties.

DERCOSA expressly prohibits non-contractual or illicit payments to any person or entity, public or private, with the intention of obtaining or maintaining business or other benefits or advantages.

In their relationships with public authorities and institutions, DERCOSA employees will conduct themselves in a lawful manner with international provisions for the prevention of corruption and bribery.

DERCOSA employees who maintain relationships with administrative public authorities must document the taken decisions and ensure that they comply with the regulations that the company has established for this purpose. All of this is done with the aim of easing, if necessary, the review of their decisions by third parties.

DERCOSA expressly prohibits non-contractual or unlawful payments to any person or entity, public or private, with the intent to obtain or retain business or other benefits or advantages. It also prohibits taking advantage of personal relationships with public officials to obtain improper advantages.

DERCOSA employees may not make, offer or receive, directly or indirectly, any payment in kind or any other benefit that, because of its value, characteristics or circumstances, could reasonably alter the development of the commercial, administrative or professional relationships in which they are involved. Gifts in cash or equivalent are expressly prohibited.

Thus, gifts and entertainment must be reasonable, transparent and legitimate, and received or given exclusively for the legitimate interests of the organization. Similarly, they must be sporadic, to avoid that regularity could generate suspicion about their ultimate purpose.

No employee of DERCOSA may offer, grant, request or accept, directly or indirectly, gifts or handouts, favors or compensation, in cash or any other nature, that may influence the decision-making process related to the performance of its functions.

Any gift received in contravention of this Code must be immediately returned and the Ethics Committee must be informed about this circumstance. If it is not reasonably possible to return the gift, it shall be handed over to the Corporate Social Responsibility department which, after issuing the corresponding receipt, shall use it for purposes of social interest.

Additionally, gifts and hospitality should be socially acceptable, so that their public knowledge does not generate discomfort to the recipient or the person who gives them. The company understands that the maximum value of the services or gifts given should not exceed 100 euros, a number that may be reviewed periodically by the Ethics Committee.

In addition, invitations to foreign clients that may be sent to visit Spain must be authorized by the Manager.

In those cases, in which DERCOSA hires the services of third parties for the commercial development of the company in third countries, these must formally assume the commitments of conduct set out in the DERCOSA’s Ethical Code, especially with regard to relations with clients and suppliers.

In case of doubt about the acceptability of practices in this area, employees must consult the Ethical Code.

  • Operations register

All operations with economic significance by the company will appear with transparency and clarity in appropriate accounting records which represent the reality about transactions carried out. That information will be available to internal and external auditors.

DERCOSA employees will introduce the economical information in the company systems clearly and sharply according to the applied legislation.

DERCOSA is committed to use and update a proper internal control system regarding economical movements, guaranteeing a periodic supervision about its performance. Employees who manage this type of information are previously formed about the internal system.

  • Irregularity in payments

DERCOSA employees must pay special attention to those occasions where people or entities with which the company has relationships lack integrity. Especially when there are payments in cash, by bearer checks or other forms made in different currencies established in this code, as it will be considered irregular. They must also be alert to payments made by DERCOSA employees or third-party companies that are not mentioned in the corresponding contracts, as well as those made in unusual accounts whose entity, company or person are not familiar.

  • Social and Environmental compromise

Respect for the environment

DERCOSA is committed to a sustainable development. DERCOSA has its own environmental policy with its own objectives and is committed with the legislation in all its relevant applications.

The company is committed to developing its activities with the greatest respect for the environment and minimizing the possible negative effects. The company is responsible for the conservation of natural resources and, to this end, it will use all the best available practices to promote the importance of working “green” to its employees.

For external companies which work for DERCOSA, it will transmit its ideology and way-to-work to fulfill all the environmental requirements.

Social commitment

DERCOSA is committed to responsible action, based on compliance in all countries. In particular, it assumes the responsibility to respect cultural diversity, customs and principles among individuals and communities affected by its activities.

DERCOSA’s commitment to society is focused on the development of sponsorships, patronage and collaborations which take place through agreements and allocation of resources to social organizations. According to its values of transparency and integrity, any donation made by DERCOSA must be accepted by internal or, if it is the case, external authorizations. In no case donations by political parties or its representatives will be accepted, except cases where they are expressly specified by the legislation. In these cases, DERCOSA will be responsible to study and follow the movements of these donations with the aim of ensuring their correct usage.

 

  1. Compliance with the Code and Ethics Committee

In order to ensure compliance with the CSR Policy and the Code, DERCOSA has an Ethics Committee, as it has been named before, which aims to guarantee the principles and rules of conduct in the Ethical Code.

The Ethical Code is composed by the General Director, the responsible people for Human Resources, Health and Safety, and the Environment.

This committee will also be responsible for monitoring the strategy and practices of Corporate Social Responsibility (CSR), as well as its degree of achievement and evaluation.

Employees of the company and third parties shall communicate, in confidence and in good faith, any actions contrary to the Ethical Code that they may observe. To do that, DERCOSA will ease ways to inform confidentially, consult doubts and notify irregular conducts or movements. Apart from that they are completely free to make suggestions about how to improve it, and the committee will study them.

The supervision of the communication procedure in matters related to criminal offences and, in general, the Ethical Code of DERCOSA falls to the Ethics Committee, chaired by DERCOSA’s General Manager.

The Ethics Committee will assign functions of:

  • Assuring a good working communication channel established by the company.
  • Inform the Committee about possible improvements of the established controls and systems for the financial elaboration processes.
  • Process the communications received for resolution by the corresponding DERCOSA units.
  • Promote knowledge of the Ethical Code among DERCOSA employees and third parties outside the company.
  • Regularly issue reports about the level of compliance of the Ethical Code making recommendations where necessary to improve its content or improve its understanding.

The third parties will send their communication on matters related to Ethical Code in good faith and confidentially by:

  • Web page: dercosa.com
  • Postal code: Poligono Industrial Castilla, vial 2, apartado 13, 46380 Cheste, Valencia
  • Email: jps@dercosa.com
  • Suggestions mailbox

The Ethics Committee will assign a person to conduct an investigation. All communications will be received confidentially. When the case is related to bullying, it will be conducted as quickly as possible and these issues will be dealt with according to a specific protocol established by the company.

The intervening parties or employee’s data will only be communicated in the event that the denounced fact raises the initiation of actions by administrative or judicial authorities and only if authorities require it, in compliance of Organic Law 15/1999, on Data Protection.

 

  1. Publicity of the Code

The Code will be sent to all employees in their own language and it will be published in the DERCOSA website (www.dercosa.com). It will be subject to appropriate communication, training and awareness actions for its timely understanding and implementation.

 

Annex I