COMPLIANCE
INSIGNA has a Code of Ethics, a Code of Conduct, and a series of policies that establish the principles to be complied with by employees and managers and that are also applicable to various stakeholders.
CODE OF ETHICS
1. IDENTIFICATION
The Code of Ethics is the reference point of the company’s regulatory structure. It is the highest internal standard by virtue of which the company’s prevention and control model is developed.
This Code of Ethics is intended to establish the principles and values that should guide the behaviour of INSIGNA’s employees, as well as the Company’s representatives, suppliers, customers, distributors, external professionals and representatives of public administrations.
INSIGNA does not tolerate any act contrary to this Code of Ethics, and any violation will automatically entail sanctions for the offending Administrator / Director / Employee.
HUMAN AND LABOUR RIGHTS
1. FREE CHOICE OF EMPLOYMENT
1.1. The Company does not approve of forced or compulsory labour, either directly in the companies that make up the Group or indirectly through suppliers or subcontractors.
2. FAIR REMUNERATION
2.1. Wages and benefits, paid on a timely and regular basis, comply with national legal regulations, industry benchmarks or higher.
2.2. All persons working at Insigna are provided with written and understandable information about their pay and working conditions prior to accepting employment and during each pay period.
2.3. No deductions from salary may be made as a disciplinary measure that are not provided for in the applicable regulations.
2.4. Wages are paid by the company directly to the employees.
2.5. The company keeps records of all persons employed and payments made to them.
3. DECENT WORKING HOURS
3.1. Working hours comply with national legislation, applicable international conventions and the regulations of the relevant industry, or those that offer greater protection.
3.2. Insigna employees do not regularly work more than 40 hours per week and have at least one day off for an average of 7 days.
3.3. Overtime is voluntary (minors under the age of 18 are not allowed to work overtime).
3.4. Adequate provision is made for rest for people working at Insigna, with rest and holiday periods in accordance with national legislation and applicable collective agreements.
4. REGULAR WORK
4.1. In all matters, the work performed is based on recognised employment relationships established through national law.
4.2. Obligations to persons working in the Company, subject to labour or social security legislation and regulations arising from regular employment relationships, shall not be avoided through the use of labour-only contracts, subcontracts or home-working contracts, or through internship programmes where there is no intention to impart skills or provide employment.
5. CHILD LABOUR
5.1. Children under 16 years of age (or the minimum working age according to ILO labour standards) are not employed.
5.2. No young people under the age of 18 are employed for night work or work in particularly hazardous conditions.
6. NON-DISCRIMINATION
6.1. Non-discrimination in employment practices is guaranteed at all times because of race, colour, age, gender, sexual orientation, marital status, pregnancy, parental status, religion, ideology, nationality, social status, illness, functional diversity, trade union membership, or any other issue.
6.2. People working at Insigna do not perform tasks that are incompatible with their abilities.
6.3. Persons working in the Company on temporary contracts have the same rights as their permanent equivalents.
6.4. Selection processes for new staff are based solely and exclusively on the person’s ability to perform the job, based on their qualifications, skills and/or experience, with no exclusion or distinction based on other issues.
7. FAIR TREATMENT
7.1. Abuse of any kind, whether physical or psychological, as well as any form of intimidation such as harassment at work or sexual harassment, verbal abuse, threats, or other forms of psychological harassment, will not be tolerated.
7.2. Under no circumstances may the human rights of any of the people belonging to the company, as well as those of outside personnel working for the company, be violated.
7.3. All disciplinary procedures must be properly communicated to the persons concerned, as well as to their legal representatives. A written procedure must be established whenever required by legal or contractual regulations.
8. FREEDOM OF ASSOCIATION AND THE RIGHT TO COLLECTIVE NEGOTIATION
8.1. Insigna employees, without distinction whatsoever, have the right to join or form trade unions of their own choosing and to negotiate collectively.
8.2. The company is open to the activities of trade unions.
8.3. Staff representatives are not discriminated against and have access to carry out their representative functions in the workplace.
8.4. Where the law restricts the right to freedom of association and collective negotiations, the company would facilitate the development of parallel ways to associate and negotiate freely and independently.
HEALTH AND SAFETY
9. OCCUPATIONAL HEALTH AND SAFETY
9.1. A safe, healthy and hygienic working environment is provided, complying with current legislation; offering protection to the people who work at Insigna, visitors, contractors, clients and the environment in general, against any risk, of whatever nature, that the activity may generate.
9.2. Appropriate controls are carried out to prevent accidents and damage to health that may occur in the course of work, and measures are taken to reduce the causes of hazards inherent in the working environment.
9.3. Access to drinking water, hygienic sanitary facilities and rest areas is provided.
9.4. The company provides protective equipment, free of charge, to those who need it for the proper performance of their duties.
9.5. Insigna employees receive regular health and hygiene training from the start of their employment.
9.6. The company confers responsibility for health and safety to a senior management representative.
9.7. The company takes out insurance to cover all members of staff in the event of injury in the course of their work.
ENVIRONMENTAL SUSTAINABILITY
10. ENVIRONMENTAL REQUIREMENTS
10.1. The company carries out its activity with respect for the environment, complying with the applicable legal requirements, other requirements relating to environmental and sustainability issues, as well as with the Environmental Policy, keeping the necessary permits, licences and registers up to date. 10.2. The company maintains a preventive and continuous improvement approach to environmental issues, promoting environmentally responsible initiatives and encouraging the development of sustainable agricultural production systems and environmentally friendly technologies.
10.3. The company periodically evaluates and analyses its environmental management, as well as the adequacy of the measures adopted in order to minimise the environmental impact of its activities.
10.4. Action plans are implemented to reduce the inefficient use of resources, such as raw materials, energy and water.
10.5. Measures are implemented to minimise waste generation and ensure that waste is managed in a responsible and safe manner.
10.6. Atmospheric pollution is controlled and emissions of all kinds are reduced.
BUSINESS ETHICS AND INTEGRITY AND REGULATORY COMPLIANCE
11. LEGAL REQUIREMENTS
11.1. INSIGNA is committed to comply with national and international laws and regulations applicable in each country where it operates, avoiding working with suppliers that violate such laws and regulations.
11.2. The Company complies with and respects all internal management policies, including those relating to the Regulatory Compliance Programme, and provides continuous training to all its employees in order to eliminate the risks arising from possible non-compliance with regulations.
11.3. The company ensures, prior to the beginning of the employment relationship, that the person to be hired is in possession of all the legal requirements to work. When employment agencies are used, the Company shall ensure that all persons provided by them comply with the legislation in force.
12. ANTI-CORRUPTION
12.1. No form of corruption, including extortion and bribery, is tolerated in business or personal operations within the Company.
12.2. No INSIGNA employee may offer or accept gifts or presents, unless they are of token economic value or for mere courtesy, are not prohibited by law or generally accepted business practices, and do not serve to obtain a business advantage.
13. CONFLICTS OF INTEREST
13.1. INSIGNA members must avoid situations in which their personal interests may directly or indirectly conflict with those of the company. They must also refrain from representing the Company or intervening in the taking of decisions in which they, or any person related to them, have a personal interest.
14. RELATIONS WITH THE PUBLIC ADMINISTRATION
14.1. Due to the nature of the services provided by INSIGNA, the Company bases its relations with the national and international public sector on the principles of transparency and equal opportunities, and rules out any action aimed at gaining an advantage over competitors, when such action is based on any act contrary to the applicable legislation.
14.2. It shall also collaborate with the public authorities by scrupulously complying with their resolutions at all times.
3. KNOWLEDGE AND TRAINING ON THE CODE OF ETHICS
All Concerned Persons must confirm that they have read and declared their knowledge of the Code of Ethics.
In addition, all persons who join INSIGNA and are considered Persons Subject to this Code of Ethics shall be given a copy of this updated Code of Ethics by HR.
Likewise, Insigna will have an ethics channel on its website and will post this updated document.
Insigna will train all Covered Persons on the content of this Code.
4. COMPLIANCE WITH THE CODE OF ETHICS
All INSIGNA professionals and subcontracted companies shall be aware of this Code of Ethics, which they must accept and comply with during their stay in the company, or while performing work for it.
Non-compliance by the Subject Persons shall be sanctioned in accordance with labor legislation and other applicable regulations, in accordance with the nature of the relationship between the Subject Persons and the companies with which INSIGNA group is formed, and may lead to dismissal or termination of the professional services provided.
The consequences of non-compliance with this Code of Ethics and the corresponding implementing Regulations shall not only affect the offender but also any Covered Person who, through an action or omission, has allowed such non-compliance.
5. INFORMATION CHANNELS
INSIGNA has established formal channels, supervised by the chairpersons of the corresponding Ethics and Criminal Prevention Committees, so that all Persons Subject to the Code can:
• Consult any doubts regarding the interpretation of this Code of Ethics, its implementing Regulations, as well as the applicable legislation and internal regulations.
• Report breaches of this Code of Ethics, its implementing Regulations, as well as applicable laws and regulations.
INSIGNA provides the Ethics Channel, where any query, questionable behaviour or report of non-compliance can be communicated through the following means:
– Red mailbox: set up at each INSIGNA head office
– E-mail: canaletico@insigna.es
– Postal mail addressed to Insigna’s registered office, for the attention of the Compliance Officer or person responsible for regulatory compliance.
The Regulations implementing this Code of Ethics shall specify the procedure and content of the communication of queries/notifications, in accordance with the special applicable legislation.
6. ARCHIVING
INSIGNA reserves the right to carry out checks within the applicable law, in order to verify the application of this policy and to prevent activities that may affect legal compliance, confidentiality, integrity and availability of information.
7. INTERNAL CONTROL
All INSIGNA professionals and subcontracted companies shall be aware of this Code of Ethics, which they must accept and comply with during their stay in the company, or while performing work for it.
Any person who has doubts about the application of the Code of Ethics, or who is aware of a breach or violation of any of the principles set out therein (by a member of the Group, a supplier or subcontractor, a collaborator or anyone acting on behalf of the Company), must inform the company’s Ethics Committee, which is responsible for evaluating and processing any queries and complaints that may arise.
The company guarantees the appropriate treatment of personal data and confidentiality in the management of the queries and complaints that are processed, and undertakes to protect any person who, in good faith, has formalised a complaint, or who has participated in any investigation procedure, from any type of reprisal.
CODE OF CONDUCT
1. OBJECTIVE
The objective of this Code of Conduct is to:
• Encourage honest and ethical conduct, including fair dealing and the ethical management of conflicts of interest.
• To circumscribe the Company’s activities exclusively to legitimate business.
• Encourage compliance with applicable laws and regulations
• Ensure the protection of the Company’s interests in the business it carries out,
including business opportunities, assets and confidential information.
• Prevent wrongdoing.
All persons working at Insigna are expected to be aware of the Code and to adhere to the principles and procedures set out in the Code.
2. HONESTY AND ETHICAL CONDUCT.
All persons working at Insigna must:
• Act with integrity, which means being honest and ethical while maintaining the confidentiality of information when necessary or in accordance with Company policies.
• Comply with the form and spirit of laws, regulations, and accounting standards.
• Adhere to a high standard of business ethics.
• Not accept any improper personal or material benefit as a result of any
Company transaction.
Acting in accordance with this Code is an essential requirement and any violation of this Code by the Company’s personnel will result in the application of the disciplinary regulations in force, without prejudice to any legal action that may arise from the action or omission (having an obligation to do so) committed by them.
3. CONFLICT OF INTEREST.
All persons working at Insigna are expected to make decisions in the best interests of the Company and not on the basis of personal relationships or for personal gain.
The Company has an action protocol to avoid situations of conflict of interest.
Conflicts of interest shall be understood to include but not be limited to the following:
• When there is a cause, fact or situation of a personal nature that interferes, in any way, with obtaining the greatest benefit for the Company.
• When there is an interest that makes it difficult to perform the work objectively, or when improper personal benefits are received as a result of their position in the Company. When for any reason the personal interest overrides the interest of the Company.
A) IMPROPER PERSONAL BENEFIT
The Ethics Committee must be made aware of any benefits that a person working for Insigna receives from third parties by virtue of his or her position. No benefits should be accepted from the Company or third parties that have not been authorised and approved by the Ethics Committee, including any gratuity, loan, guarantee, gift or gratuity.
B) OWNERSHIP OR FINANCIAL INTERESTS IN OTHER BUSINESSES
One must be unconditionally loyal to the Company and avoid having an interest in any other business, if that interest compromises or interferes with one’s ability to exercise independent judgement, which damages or compromises the Company.
C) CORPORATE OPPORTUNITIES
It is mandatory to have a duty to the Company to promote its legitimate interests. No personal advantage should be taken through the use of property, information or position in the Company, which by reason of the position is known.
D) WORKING WITH COMPETITORS
While employed by the Company, it is strictly forbidden to provide services to any competitor of the Company or to engage in any activity intended or expected to advance the interests of any competitor to the detriment of the interests of the Company.
E) WORKING WITH A SUPPLIER
Persons subject to this Code may not, during their employment with the Company, deal with any supplier or customer or direct competitor of the Company:
◦ Be suppliers to or employees of them.
◦ Provide services to or represent them.
◦ Accept money or benefits from third parties as payment or compensation for
any advice or service provided to any customer, supplier, direct competitor or any person connected with the business of the Company.
4. CONFIDENTIALITY
The confidentiality of information that has been entrusted by the Company, suppliers or customers must be maintained, except when disclosure is allowed or mandated by law. Confidential information includes all information that is not of a public nature and that could be used by competitors, or that could cause any damage to the Company, its suppliers or customers, if disclosed.
5. FAIR NEGOTIATIONS
There should be an effort to deal fairly with the Company’s customers, suppliers, competitors and employees, and no unfair advantage should be gained by manipulation, improper handling, concealment or abuse of inside information, misrepresentation of material facts, or any other practice that is unfair.
Insider trading is illegal and unethical.
6. PROTECTION AND USE OF THE COMPANY’S ASSETS.
The Company’s assets must be protected, ensuring their correct and efficient use.
Appropriation of the Company’s assets, as well as the mistreatment, incorrect or unauthorized use or waste thereof, constitutes a breach of duty to the Company and shall be considered a fraudulent act.
All assets of the Company shall be used for the legitimate business purpose of the Company. Both industrial and intellectual assets (images, logos, etc.) are expressly included in this content.
The Company’s communication systems, including internet connection, telephone or e-mail, must be used for the conduct of the Company’s business or any other purpose authorized by the Company’s management. They must be used in accordance with the instructions regarding the handling of passwords and codes provided.
None of the Company’s means of communication are authorized for personal purposes without prior authorization. In any case, the processing, sending, extraction, access, viewing, storage, printing or dissemination of material and information that is fraudulent, hostile, threatening, illegal, racist, sexual, intimidating, obscene, defamatory or, in any case, unrelated to professional conduct, as well as contrary to current legislation, shall never constitute a valid use.
7. COMPLIANCE WITH THE LAW AND THE CODE OF CONDUCT. REPORTING ILLEGAL OR UNETHICAL ACTS.
Any person working at Insigna must obey the applicable laws, regulations and provisions and must be aware of the Code of Conduct, and must report any infraction or violation to the Ethics Committee.
The person who has any doubt of interpretation or suspects a violation of this Code or the Law must report it immediately, through the Ethics Channel.
• E-mail: canaletico@insigna.es
• Ethics Mailbox: mailbox available at each Insigna head office
• Mail to Insigna’s registered office, for the attention of the Compliance Officer or Compliance Officer.
8. NON-RETALIATION POLICY
No one will be subject to retaliation for reporting in good faith a suspected violation of this Code of Conduct or legal regulations. There is a policy of special protection for the whistleblower against retaliation.
Good faith is demonstrated by providing evidence that the reported facts have been committed or are likely to be committed.
COMPLIANCE POLICY
1.- PURPOSE.
The Code of Ethics of INSIGNA UNIFORMS SL, the reference point of the regulatory structure of the Company, and the highest internal standard by virtue of which the Company’s prevention and control model is developed, establishes the principles and values that should guide the behaviour of all INSIGNA employees, its directors, representatives and members of the management body, as well as their relationship with customers, including the Public Administrations, suppliers, partners and, in general, all the different stakeholders with which the Company operates.
INSIGNA is committed, among other Guiding Principles, to adapt its actions to compliance with national and international laws and regulations applicable in each country where it operates, avoiding working with those who violate such laws and regulations.
Due to the nature of the services provided by INSIGNA, the Company bases its relations with the national and international public sector on the principles of transparency and equal opportunities, and rules out any action aimed at gaining an advantage over competitors, when such action is based on any act contrary to the applicable legislation.
No form of corruption, including extortion and bribery, is tolerated in commercial or personal operations within the Company, nor are any acts contrary to its Code of Ethics admitted.
Therefore, INSIGNA’s Code of Conduct establishes, among its objectives, the promotion of compliance with applicable laws and regulations, subject to the form and spirit of the laws and regulations.
This Criminal Compliance Policy develops the provisions of the aforementioned guiding rules, and from the ethical values they establish for the company, sets the framework for compliance in criminal matters, based on the unequivocal commitment of zero tolerance to conduct that may constitute a crime, expressly prohibiting its commission and requires compliance with criminal law throughout the organization.
This commitment requires establishing guidelines of conduct for the entities and persons affected by it, the necessary supervisory measures, and the consequences in the event of non-compliance.
2.- SCOPE OF APPLICATION.
2.1 Entities and persons affected
This Policy is mandatory and applies globally to the Company. All members of the Organization must comply with its contents, regardless of the position they hold. It may also be extended, in whole or in part, to Business Partners, provided that the specific circumstances of the case so advise, complying with the Organization’s due diligence processes in its selection of Third Parties to ensure compliance with the criminal law.
2.2 Affected Activities
The activities carried out by INSIGNA, in accordance with its corporate purpose, and which are subject to this Policy are police uniforms and arms sales. Within the framework of these activities, in addition to this Policy, INSIGNA has identified criminal risks, for which, in accordance with the provisions of the Criminal Code, legal entities may be investigated for crimes committed in the name or on behalf of and for the direct or indirect benefit of the same, by their legal representatives and administrators, de jure or de facto, by their legal representatives and de facto or de jure administrators, or by persons subject to their authority, having also determined the main conducts that could entail criminal risks, all with the purpose of alerting and avoiding conducts and situations that entail the risk of committing criminal offenses.
3.- ELEMENTS OF THE CRIMINAL COMPLIANCE MANAGEMENT SYSTEM.
For the effective fulfillment of its commitment, INSIGNA has integrated into the operation of its activity, the following mechanisms established in its Criminal Compliance Management System:
1. Compliance Committee: the Company’s body responsible for proactively ensuring regulatory compliance, configured in accordance with the provisions of the General Criminal Compliance System, for which it has authority, broad powers, budgetary autonomy and independence of action.s, autonomía presupuestaria e independencia de actuación.
2. Whistleblower channel: a channel that allows any interested party, whether or not belonging to the organization, to report alleged criminal acts or acts contrary to the Code of Ethics or Conduct, consult doubts about regulatory compliance or provide suggestions for the improvement of these aspects. A rigorous protocol has also been established for the management of this channel in order to guarantee the correct processing of these communications.
3. Regulatory Compliance Training Plan: Its purpose is to disseminate the culture of compliance and provide all members of the organization with the necessary knowledge and tools to avoid any risk of committing criminal offenses in the course of their work.
4. Disciplinary Regime: Rule that determines the conducts contrary to the SGCP and the legal consequences linked to the intentional disregard of its contents.
5. Policies, manuals and protocols for action and other normative reference documents on different matters.
4. – OBLIGATIONS ARISING FROM THIS CRIMINAL COMPLIANCE POLICY.
All Members of the Organization are responsible for understanding, observing and applying the dispositions of this Criminal Compliance Policy, collaborating with the Compliance Committee, the Governing Body and Senior Management when necessary, and observing, in particular, the behaviour expected of them with respect to prohibited conduct and expected parameters of conduct.
The members of the organization are obliged to report individual or collective behaviour or activities that occur in the Organization and that may involve a contravention of the contents of this document or of the other documents of the Criminal Compliance Management System, regardless of whether such behaviour has been ordered or requested by a superior. Such information may be communicated either through a simple report to the superior, who must communicate it to the Compliance Committee, or directly to the Compliance Committee through the Whistleblower Channel.
In addition, all Members of the Organization are expected to adhere to this Criminal Compliance Policy, to attend the training sessions on criminal Compliance that are determined by reason of their function or position in the Organization, and to immediately provide the information and documentation requested by the Compliance Committee.
5. – KNOWLEDGE AND DECLARATION OF CONFORMITY.
This Policy is delivered and made available to all Members of the Organization on the corporate Intranet.
INSIGNA shall also make this Policy available to its Business Partners through its corporate website www.insigna.es.
For Members of the Organization who occupy positions particularly exposed to a Criminal Risk, their annual declaration of compliance with this Criminal Compliance Policy will be requested.
For Business Partners with a criminal risk higher than low, their compliance with the values of this document will be requested.
6. – CONSEQUENCES OF NON-COMPLIANCE.
In accordance with the provisions of INSIGNA’s Codes of Ethics and Conduct, all Subjects affected by this document are obliged to comply with the principles and procedures set forth in this text, as applicable to them. Likewise, in order to ensure the proper development of the Criminal Compliance Management System, they are urged to report any contravention thereof, in the terms set forth in section 4 (“Obligations arising from this criminal compliance policy”) of this Policy. INSIGNA guarantees that under no circumstances will those who report suspicious facts or conduct be subject to retaliation..
When the Compliance Committee investigates and confirms the contravention of the provisions of these texts, it will propose to the Governing Body the measures to be adopted, including disciplinary (in the labor field) or contractual (in business relations with third parties) measures that it considers proportional to the risk or damage caused. Such measures shall not only apply to the individuals whose conduct has caused the risk or damage, but also to any employee who has not followed the procedures established by INSIGNA for its prevention and response, a circumstance that is considered in itself a breach of the values and ethical principles to which INSIGNA is committed.
In the event that it is confirmed that the actions of any Member of the Organization could constitute a criminal offense attributable to the legal entity, such circumstance shall be disclosed to the competent Public Authorities for their knowledge and prosecution. Such communication shall be accompanied by the evidence and/or indications that may have been gathered in this regard.
7.- CONTINUOUS IMPROVEMENT.
This Policy is assumed as a living element of continuous improvement. It is important to bear in mind that this document, without prejudice to being a living document that can and must be reviewed and updated periodically, is initially configured taking into account the structure, activity, human and material resources currently developed by the Company. That said, the evolution forecasts of this context, and the modifications that the course of time entails in this context, should lead to the revision of this Policy, not from a consideration of action/reaction to reality, but from a commitment to planning and anticipation of the changes that are foreseen.
8.- PROVISION OF FINANCIAL RESOURCES.
INSIGNA’s Senior Management get engaged to provide the human, material and financial resources necessary to achieve the objectives and goals set, under the terms set forth in this Policy.
ANTI-CORRUPTION POLICY
1. INTRODUCTION
INSIGNA UNIFORMS SL (the ‘Company’ or “Insigna”) fully rejects all types of corruption, working under the basic principle of “zero tolerance” to crime, with full compliance with the laws and regulations at any time, and bases its actions on the highest standards of responsibility.
Insigna, in accordance with the United Nations Global Compact, is committed to complying with the 10 principles established in the aforementioned text, among them, and due to the activity it carries out, necessarily linked to public administration, to work against corruption in all its forms, including extortion and bribery (Principle No. 10).
Within this framework, INSIGNA’s Board of Directors approves this Anti-Corruption Policy (hereinafter ‘the Policy’) as an essential tool to prevent both the Company and its external collaborators, directly or through interposed persons, from engaging in conduct that may be contrary to the law or to INSIGNA’s basic principles of action: respect, honesty, ethics, integrity, transparency, excellence, professionalism, confidentiality and corporate social responsibility.
This Anti-Corruption Policy is intended to embody the principles and values that should guide the behaviour of INSIGNA’s employees, as well as its suppliers, customers, distributors, external professionals and representatives of the company and representatives of local, national and/or foreign public administrations.
INSIGNA does not tolerate any act contrary to this Anti-Corruption Policy, and non-compliance with the rules contained therein will automatically entail sanctions for the offending Administrator, director or employee, while warning of its refusal to contract with entities that do not comply with the minimum principles contained herein.
1.1. Commitment
Through this Policy, INSIGNA is actively committed to:
a) Compliance with and absolute respect for all current regulations (both nationally and in those countries where it operates) in relation to the fight against corruption in any form.
b) To comply with the principles that govern its Code of Ethics and its Code of Conduct on which the Policy set forth herein is based.
c) To train and raise awareness of the Obligated Parties (as this term is subsequently defined), as well as stakeholders, of the importance of complying with this Policy.
d) To make available to Covered Entities and third parties the necessary means to enable them to confidentially report any possible non-compliance with this Policy.
e) To sanction, in accordance with the Disciplinary Regime, any non-compliance with the provisions set forth herein.
1.2. Purpose
The objectives of this standard are:
• To develop the behavioral guidelines to be followed in the fight against corruption, establishing an internal preventive framework that eliminates or, at least, mitigates the risks of corruption in the development of its activity, serving as a guide and model to be followed in the fight against corruption.
• Regulate those conducts that are prohibited or those that require prior authorization from Senior Management and/or the Regulatory Compliance Committee.
• Comply and enforce compliance with its Code of Ethics and Code of Conduct, as reference texts and mandatory compliance.
• Create reference rules of conduct for those stakeholders related to INSIGNA (collaborators, suppliers, customers, shareholders, partners, etc.).
• Establish sanctions in case of non-compliance with the principles and rules contained in this Policy.
1.3. Means of dissemination
The Anti-Corruption Policy shall be available to all Subject Persons or members of the organization, in accordance with INSIGNA’s Criminal Compliance Management System (“CCMS”). Likewise, the Policy will be made public through INSIGNA’s Corporate Website.
Specifically, the scope of dissemination of this rule is made up of all Persons Subject to INSIGNA’s Code of Ethics and its Code of Conduct (defined in the “scope of application” section of this Policy) who, in turn, will make it known to the various stakeholders with whom they operate in each of their areas.
All Subject Persons must confirm that they have read and declared their knowledge of the Anti-Corruption Policy. In addition, all persons who join INSIGNA and are considered Subject Persons for the purposes of this Policy (and/or the SGCP) will be given a copy of this updated version of the Policy by HR.
2. SCOPE OF APPLICATION
This Anti-Corruption Policy applies to:
• All employees, including directors, of all companies that form a group with INSIGNA.
• All directors of the management bodies of all companies that form a group with INSIGNA.
• Business partners that have been so identified in their CCMS. Within the regulatory framework governing relations with these business partners, INSIGNA expects them to take appropriate measures to ensure fair market behaviour and competition. Therefore, business partners and other interested parties will be made aware of this policy whenever the specific circumstances so permit, including especially suppliers, intermediaries, and agents acting on behalf of or for the account of INSIGNA.
The above are considered Subject Persons for the purposes of this Policy.
Likewise, for these purposes, Related Persons shall be considered to be those who have the following relationships with the above:
a) Spouses or any person with an analogous relationship of affectivity;
b) Ascendants, descendants and siblings of the counterparty or of the spouse (or
any person with an analogous relationship of affectivity) of the counterparty;
c) The spouses (or any person with analogous relationship of affectivity) of the
ascendants, descendants and siblings of the counterparty;
d) The legal entities in which the counterparty, either by itself or through an interposed person,
is in any of the following situations:
– Holds the majority of the voting rights.
– It has the power to appoint or dismiss the majority of the members of the administrative body
of administration.
Knowledge of express breaches of any of the provisions of the Policy shall result in the termination of existing contractual relationships.
The following principles apply to all of the company’s activities regardless of their nature and location.
3. GUIDELINES FOR THE CONDUCT OF INSIGNA’S GUIDING PRINCIPLES
The principles governing this policy are as follows:
1. Absolute rejection of any action or omission that is related to acts of corruption. This includes those situations in which the Person Subject is placed in a context of conscious or deliberate ignorance with respect to acts of obligatory compliance on his or her part.
2. Prohibition of actions that are not in line with current regulations, including the provisions of this Policy.
3. Subject Persons are obliged to report any fact they know that is contrary to the provisions of the Policy, and may communicate it through the Whistleblower/Communications Channel: canaletico@insigna.es enabled by INSIGNA.
4. Observance of standards of fair market behaviour that guarantee free competition.
Corruption prevention measures are part of INSIGNA’s Regulatory Compliance Program, therefore, the principles set forth in its Code of Ethics and Code of Conduct are directly applicable.
4. DUE DILIGENCE
INSIGNA shall have due diligence procedures in the selection processes and in the relationships it maintains with the people who are linked to the Company, especially with regard to its employees, to ensure alignment with INSIGNA’s values and maximum compliance with laws and internal ethical standards.
INSIGNA guarantees transparency and fairness in its hiring processes, and the candidate must meet the technical qualities and experience previously required for the position offered, such procedure being properly documented.
In particular (although without prejudice to the rest), in relation to INSIGNA UNIFORMS commercial agents, the same, whether or not they are part of its labor staff:
a) Shall be selected with due diligence;
b) Shall adopt a formal, written commitment to the INSIGNA UNIFORMS Code of Conduct and Anti-Corruption Policy as part of their general contract;
c) Shall behave in accordance with the provisions of the INSIGNA UNIFORMS Code of Conduct and Anti-Corruption Policy, in particular, but without prejudice to the rest:
– They shall act in accordance with the principles of good faith and fair treatment of customers;
– – Shall safeguard the image and reputation of INSIGNA UNIFORMS;
– Shall ensure the highest level of communication and understanding towards customers;
– Shall avoid any misrepresentation of INSIGNA UNIFORMS and its services and/or products; and
– Provide clear, direct, complete and accurate information INSIGNA UNIFORMS and appropriate supporting documentation.
In reference to relations with the public administration, INSIGNA promotes strict compliance with the rules contained in the various processes and procedures regulated in the Public
Sector Contracts Act. Contracts, agreements, agreements, etc. with any customers of INSIGNA UNIFORMS, as well as with its partners, associates, customers, suppliers and other collaborators (distributors, agents, external professionals, freelancers, freelancers or other similar) shall include clauses of acceptance of the Code of Conduct and the Anti-Corruption Policy of INSIGNA UNIFORMS and must comply with the other requirements specifically provided in this Policy. Exceptionally, the incorporation of such clauses will not be necessary when the counterparty in question has its own Code of Conduct or Code of Ethics and Anti-Corruption Policy published on its website, or any other visible means.
INSIGNA undertakes to provide the necessary training to its staff, with the help and advice of external professionals in the sector who, knowing its scope and application, contribute to INSIGNA to keep its internal procurement processes and protocols fully updated, ensuring, consequently, compliance with the law in force at all times.
5. BEHAVIORAL EVENTS
5.1. Extortion, Bribery, Influence Peddling and Facilitation Payments
INSIGNA prohibits any conduct that could constitute or be related to extortion in all its possible manifestations.
Furthermore, INSIGNA rejects any conduct that could constitute bribery or attempted bribery in relation to authorities or officials, whether directly, indirectly or through an intermediary.
Consequently, the giving of Gifts, amounts, goods, rights or any other goods or services in exchange for the authorities or officials doing or failing to do what they should do or undertaking any other unlawful action will not be tolerated.
Any type of activity that may constitute influence peddling is prohibited.
Likewise, facilitation payments in any form or modality that they may adopt are prohibited.
Gifts may only be accepted or offered in accordance with the provisions of this Policy.
Any action suspected of constituting any of the above-described conducts must be reported to the Regulatory Compliance Committee through the established Whistleblowing and Communications Channel.
5.2. Gifts
Acceptance of Gifts
The acceptance, directly or indirectly, or by Related Persons, of any type of Gift and of any amount whose purpose is that the Subject Person, in breach of its obligations, favors, directly or indirectly, the person or entity that grants it in the contracting of goods or services or Persons Related to the foregoing, is prohibited.
In any case, the criteria that shall govern the acceptance of Gifts are:
1. In reference to the amount of the Gift:
• The value of the Gift may not exceed €150 or currency equivalent, considering for its quantification the approximate market value, not the acquisition cost. In the event that a Subject or Related Person is the recipient of several Gifts from the same grantor within a period of 12 months, the limit of €150 will be applied to the aggregate value of all of them.
• It must be proportionate to the circumstances, admitted by social customs and in accordance with industry standards.
• Its purpose may not exceed the traditional congratulation, either for traditional celebrations or for personal reasons (such as onomastics or anniversaries), constituting an attention or a courtesy detail.
Exceptionally, for gifts exceeding the aforementioned amount of €150, the opinion of the Regulatory Compliance Committee may be requested when there are extraordinary circumstances that justify it. In these cases, the acceptance of the gift will require the authorization of the aforementioned Committee through the communications and complaints channel made available to employees.
2. The Gift must be voluntary, it cannot have been previously requested. Likewise, the acceptance of the Gift shall not generate expectations of reciprocity in the giver.
3. Gifts must be received at the workplace, never at the employee’s home or at the home of family members and/or relatives. If this is not the case, the hierarchical superior must be informed.
It is expressly forbidden to receive gifts, either directly or indirectly, when any of the following circumstances apply:
• The Gift comes from authorities or public officials.
• The Gift comes from persons or companies when they are involved in bidding processes for suppliers of INSIGNA or any of the companies with which it forms a group, provided that the Subject Person participates in the bidding processes or may have influence over them.
• – The Gift is made in cash or equivalent means, regardless of the amount (e.g. gift cards).
The following are excluded from the regulations contained in this section:
• Gifts from INSIGNA to the Subject Persons and from the Subject Persons to each other, whether or not there is a hierarchical relationship.
• Gastronomic invitations made in the course of a current professional relationship, provided that the invitation is reasonable within the business context in which it is made; in any case, the Compliance Committee must be informed.
Delivery of Gifts
1. (In general) Only Corporate Gifts may be offered, provided that they are previously contemplated by INSIGNA. Exceptionally, the Regulatory Compliance Committee may authorize the granting of other types of gifts provided that it has been previously consulted and that it is proportionate to the circumstances and admitted by social customs.
2. In particular, any form of gifts, presents or favors to/from customers, partners, associates, suppliers, collaborators or any other subject, and their Related Persons, that may influence the independence in decision-making by such subjects, or INSIGNA UNIFORMES, or that may induce to grant any type of favor to such subjects, or to INSIGNA UNIFORMES, its employees, Related Persons or third parties, is prohibited.
3. The granting of Gifts to public officials and public authorities and Persons Related to them is prohibited. Exceptionally, and provided that the applicable regulations do not prohibit it, the offering or delivery of Gifts may be made with the authorization of the Regulatory Compliance Committee, which must inform the management body, who may request, if they consider it appropriate, a report from a legal advisor.
5.3. Travel and Hospitality Expenses
Hospitality received from third parties by Covered and/or Related
Parties Travel, lodging and hospitality expenses shall conform to the following criteria:
• They must be reasonable and not excessive or extravagant, in such a way that could give rise to the presumption that he/she is retributing some service other than that which is proper to him/her or that he/she is trying to facilitate the achievement of some business.
• They must be related to the activity of the Company.
• They shall always be understood to be carried out in a corporate capacity, and therefore the decision to provide assistance and its authorization shall require the authorization of the responsible Manager.
Hospitality provided by INSIGNA
• The same criteria apply to the assumption by INSIGNA of travel and accommodation expenses for third parties.
5.4. Relations with political and official institutions
INSIGNA shall at all times observe strict compliance with national legislation concerning the financing of political parties. To this end, it has developed internal regulations that must be complied with. Donations to political parties and their related foundations are prohibited. Debt forgiveness agreements may only be reached with political parties and their related foundations when permitted by law and the agreement is in accordance with the Company’s general risk criteria.
INSIGNA will not do business with those who do not demonstrate and behave in strict compliance with the rules contained in the Public Sector Contracts Law.
5.5. Sponsorship
Any area considering the possibility of supporting activities through sponsorship or similar must consult the Area or Department responsible for sponsorship management. The latter will be responsible for resolving any doubts that may arise in the areas and will be the one to decide whether a given activity can be sponsored. It shall also ensure the strategic alignment of sponsorships and shall implement appropriate procedures for this purpose. These procedures shall include controls to prevent sponsorships from being used as a subterfuge to carry out practices contrary to this Policy and the Code of Ethics and Business Principles.
In any case, sponsorship activity shall be aimed at strengthening INSIGNA’s brand and business.
5.6. Donations
INSIGNA collaborates with various associations that have nothing to do with its activity. Consequently, donations will be made to foundations and other non-governmental entities. These donations must be justified to the Regulatory Compliance Committee and must be in accordance with the lines of action set out in its charitable activity.
Donations and contributions to foundations and other non-governmental entities may not be used as a subterfuge to carry out practices contrary to this Policy and to the Code of Ethics and Code of Conduct.
Donations to political parties are prohibited.
6. INFORMATION CHANNELS
INSIGNA has a confidential Channel managed by the Regulatory Compliance Committee, where all persons can/should go to report any queries, questionable behaviour or allegations of non-compliance with this Policy, the Code of Ethics or the Code of Conduct, through the:
– E-mail: canaletico@insigna.es
– Postal mail addressed to Insigna’s registered office, for the attention of the Compliance Officer or person responsible for regulatory compliance.
The channel is accessible through the INSIGNA website.
Complaints will be resolved using a rigorous, transparent and objective procedure, safeguarding in all cases the confidentiality of the complainant, which is regulated in the Complaints Channel Management Protocol approved by the governing body on July 31, 2019.
7. ENTRY INTO FORCE
The Anti-Corruption Policy has been approved by INSIGNA’s Governing Body at its meeting of November 11, 2019, coming into force on December 12, 2019.
8. OF CHANGES
INSIGNA reserves the right to carry out controls within the current legislation, in order to verify the application of this policy and prevent activities that may affect legal compliance, confidentiality, integrity and availability of information.
All INSIGNA’s Subject Persons and subcontracted companies shall be aware of this Policy, which they must accept and comply with during their stay in the company, or while performing work for it.
Any person who has doubts about the application of the Anti-Corruption Policy, or who is aware of a breach or violation of any of the principles set forth therein (by a member of the company, a supplier or subcontractor, a collaborator or anyone acting on behalf of the company), must notify the company’s Regulatory Compliance Committee, which is responsible for evaluating and processing any queries and complaints that may arise.
Non-compliance by the Subject Persons shall be sanctioned in accordance with labor legislation and other applicable regulations, in accordance with the nature of the relationship between the Subject Persons and the companies with which INSIGNA group is formed, and may lead to dismissal or termination of the professional services provided.
The consequences of non-compliance with this Policy and its implementing regulations shall not only affect the offender but also any Subject Person who, through an action or omission, has allowed its non-compliance.
INSIGNA guarantees the proper treatment of personal data and confidentiality in the management of inquiries and complaints that are processed, and undertakes to protect from any kind of retaliation to the person who, in good faith, has formalized a complaint, or who has participated in any investigation procedure.
ANNEX I.- MAIN IMPACTS OF THE POLICY
GIFTS
Acceptance:
• It is prohibited to accept gifts of any amount if their purpose is to influence the employee.
• In all other cases, the maximum amount is €150 per year/giver.
• It is prohibited to accept gifts from public officials, suppliers in the bidding process or gifts of cash/equivalent.
• Excluded are:
o Gifts from INSIGNA to its own employees.
o Gastronomic invitations in the course of the professional relationship, provided they are reasonable in the context in which they take place.
Delivery:
• Only corporate gifts previously authorized by the Regulatory Compliance Committee may be offered.
• Any type of gift to public officials is expressly prohibited.
TRAVEL AND HOSPITALITY EXPENSES
THIRD PARTY HOSPITALITY
• Invitations shall be reasonable, not excessive or extravagant.
• All invitations shall be deemed to be made to INSIGNA.
• Travel, lodging, and entertainment expenses shall always be at INSIGNA’s expense.
SPONSORSHIP
Sponsorship activity shall be aimed at strengthening INSIGNA’s brand and business.
Any consideration obtained beyond what is strictly established in the sponsorship agreements will be considered a gift.
DONATIONS
Any donation made to Political Parties is prohibited.
ANNEX II.- DEFINITIONS
Conflict of interest: situation of discrepancy or collision between the professional duty of a natural or legal person and his/her private interests and/or the interests of another natural or legal person, which unduly influences the performance of his/her duties and responsibilities.
Corruption or the act of bribery: conduct of a fraudulent nature consisting of offering, promising, giving or accepting an undue advantage to or by a public official or an employee or representative of a private company, directly or indirectly; to obtain or retain a business or other illicit advantage. The materialization of the act may be either national or international.
Extortion: whoever, for profit, forces another, with violence or intimidation, to perform or omit a legal act or business to the detriment of his patrimony or that of a third party.
Hospitality. Assumption of certain expenses by the organizer of an event.
United Nations Global Compact: voluntary initiative for corporate social responsibility and sustainable development in the world, aimed at generating shared value among its members. Its mission is to promote corporate sustainability through the implementation of 10 universal principles of conduct and action in the areas of human rights, labor standards, the environment and anti-corruption.
Facilitation payment: a small payment or gift made to a person – a public official or employee of a private company – to obtain a favor, such as speeding up an administrative procedure, obtaining a permit, license or service, or avoiding an abuse of power.
Sponsorship: financial or other assistance given to a person or entity for advertising and business attraction purposes in order for it to continue carrying out the activity in which it engages.
Subject Persons: persons to whom the provisions of this Policy apply in a mandatory manner.
Related Persons: those linked to the Subject Persons by family, affective or legal-social relationships.
Risk Supplier: a supplier, in Spain or in foreign countries, that maintains professional relations with governments or authorities.
Gift: gifts, services, benefits, advantages, favors, provisions free of charge or any other physical present or pecuniary donation (payments or commissions). Excluding travel and hospitality expenses, which are regulated in this Anti-Corruption Policy.
Corporate Gift: gift or physical present that has been previously validated or approved by Institutional Relations. Generally includes elements identifying the Entity, such as its logo or commercial name.
Influence peddling: use of one’s own influence on a public official or authority, taking advantage of any situation derived from one’s personal relationship with the latter or with another public official or authority, in order to obtain a resolution that may directly or indirectly generate an economic benefit for oneself or for a third party.
ETHICAL CHANNEL
INSIGNA has a confidential channel, managed by the Compliance Committee, where you can address any questions or communicate questionable behavior or report breaches of the Code of Ethics, Code of Conduct, or the Criminal and Anti-Corruption Compliance Policies, through: canaletico@insigna.es
