Risk Management Policy
Soltec Power Holdings S.A. and its subsidiaries (hereinafter "the Group") are companies engaged in the production and execution of solar tracking projects for energy production.
As a result of the amendments made to Organic Law 10/1995 of the Criminal Code, which came into force on 23 December 2010, and which introduced the liability of legal entities into the criminal jurisdiction, the Group has decided to implement a system of regulatory compliance and crime prevention in order to prevent this type of contingency from occurring within the Group.
Within the framework of this system, the Group's Governing Body and Senior Management set out this Risk Management Policy (hereinafter "the Policy"), as an expression of their commitment to the appropriate management of the criminal risks that the Group may face, both within its activities and in its relations with third parties, in close connection with the Group's objectives and the policies approved by the Group within the framework of the regulatory compliance programme.
- Scope of application
This Policy and the Corporate Compliance programme as a whole in which it is embedded apply to the entire Group and, in particular, to its Governing Body, Senior Management, employees and any other interested parties.
The objectives of this Policy are, in general terms:
- Express the Group's commitment to mainstream risk management in all areas and at all levels of action.
- Reinforce the need to embed risk management in the Group's culture.
- Manifest the leadership of the Group's governing body and senior management in managing risk in the Group's core activities and in decision-making.
- Determine the authorities, responsibilities and accountabilities of the bodies responsible for implementing risk management.
- Involve all Group members and stakeholders in the Group's commitment, in particular by allocating specific and necessary resources to risk management.
- Authorities, Responsibilities and Accountabilities
The Group's Governing Body, as the supervisory body, is responsible for overseeing the proper implementation of the Group's risk management programme, which is the responsibility of senior management.
In the exercise of its duties, Senior Management shall be accountable to the Governing Body. It may also delegate certain responsibilities to the Group's Compliance Committee in those areas in which the risk management activities to be carried out are related to the protocols and policies of the Corporate Compliance programme for which the Compliance Committee is responsible for implementation.
The Compliance Officer shall also be accountable to Senior Management for the exercise of the functions delegated to him/her. Notwithstanding the foregoing, Senior Management shall in no case be exonerated from responsibility for those functions delegated to the Compliance Officer.
- Solving the Conflict between Objectives
When in the development of the risk management programme implemented in the Group and presented in this Policy a conflict arises with the objectives determined within the Group's Corporate Compliance programme, and in particular, with the objectives established in the Criminal Compliance Policy approved by the Group, Senior Management will prepare an extraordinary Criminal Risk Management Report to analyse the conflict that has arisen and propose the corrective actions it considers most appropriate to resolve it; which may include, among others, the review of this Policy and of the Corporate Compliance programme as a whole.
This report shall be submitted to the Governing Body, which, as the supervisory body, shall have the final word on its content, and may assign responsibility for implementing the actions finally approved to be carried out to Senior Management or to any other body it deems appropriate.
- Risk Management Report
Without prejudice to any extraordinary reports to be prepared by senior management as a result of conflicts, regulatory changes or structural changes in the Group that may make it advisable, it shall prepare an annual risk management report, which shall be submitted to the Governing Body for its supervision and which shall serve as an indicator of the Group's risk management performance.
- Review and improvement of the Criminal Compliance Policy
The Group undertakes to continuously review and improve this Policy and the risk management programme. The reviews shall in any event be carried out annually, without prejudice to any extraordinary reviews that may be necessary due to regulatory changes or changes in the structure of the Group, breaches of the programme or any other exceptional circumstance that may make it advisable to do so.