1. Gifts and donations
1.1 Gift-giving and donations
The members of SOLTEC GROUP (“the Group”) may not offer, promise or deliver gifts, handouts, personal benefit, financial compensation or any other unjustified donation or advantage to any third party outside of those cases provided for in this Protocol, and in accordance with the procedures and requirements established for authorization and control.
However, gifts would be considered acceptable if they (i) are of a token nature and of an insignificant amount; (ii) are in accordance with customary business practices and customs; and (iii) are not intended to improperly influence the award or procurement of a good or service.
In this regard, the Group sets a quantitative limit of €1,500 for commercial promotion work, so that any expenses exceeding that amount must be authorized in writing by the Group’s Sales Department and justification must be provided. Despite having established this limit for express approval, the Group audits all expenses incurred in relation to this section, for the purpose of clarifying or taking action on alleged noncompliance.
Any doubtful assumption must be consulted with the Compliance Committee, with the knowledge of the Governing Body, which shall determine whether or not such offer, promise or delivery is appropriate. In this regard, emphasis shall be placed on training the persons who carry out commercial prospecting on the direct means of communication they have with the Compliance Committee via e-mail email@example.com to determine the Group's position with respect to such cases.
In any event, the Compliance Body will review the justification for each expenditure above that amount at each of its meetings.
Furthermore, bonus payments to individuals and legal entities are only permissible when all the following requirements are met:
i. The bonus is not offered for the purpose of convincing employees of another entity, without the entity’s management having prior knowledge and giving authorization, to offer services in exchange for a certain inadequate consideration. Anti-Corruption Protocol.
ii. The bonus is reasonable in accordance with the status and living conditions of the recipient of the bonus and consistent with the cultural norms of the region.
iii. The bonus does not infringe on the internal regulations applicable in the entity to which the person being offered the bonus belongs.
iv. The act of granting the bonus is duly documented.
v. The amount of the bonus does not exceed 1,500 euros.
In the specific case of public officials and employees, whether national or foreign, leaders of political parties, public offices or candidates for such offices, the general rule is the absolute prohibition of any offer, promise or delivery of gifts, handouts, personal benefits, financial compensation or donations. Any exception to this rule (whether due to specific circumstances of protocol, certain social uses, corporate image, etc.) must be proposed favorably by the Compliance Body and approved by the Governing Body.
1.2 Acceptance of gifts and gratuities
The members of the Group undertake not to accept, in general, any gift, handout, bonus, personal benefit, financial compensation or unjustified advantage from any customer, supplier, competitor, individual or legal entity in general that claims to fulfill any of these conditions with regard to the Group. However, acceptance by Senior Management and the Governing Body of articles of a symbolic nature will be permissible, applying in this regard the limit of €1,500 set in relation to the delivery of gifts.
Other members of the Group may only accept such gifts and donations if they are immediately linked to a business transaction (e.g. receiving an invitation to lunch from a supplier as part of a routine visit or for obtaining approval, accepting promotional gifts from the supplier, such as notebooks, pens, key rings, etc.
Nevertheless, it should be kept in mind that the Group’s international scope means that it has suppliers and customers from many different countries. This may mean that, in view of the different cultural sensitivities, the refusal of a gift may be interpreted negatively and, therefore, the gift may be received but the member of senior management that they organically report to must be informed immediately. This will also be the case where, without prior notice, the supplier or the customer sends a gift to the Group’s premises. In both cases, and in other cases that could be considered similar, these gifts will be assigned to the Group’s Wellbeing Program, and the issuer of the gift will be notified.
However, any member of the Group who receives an offer valued at more than €1,500 must notify the Compliance Body so that it can be inventoried, although any questionable case, regardless of the amount involved, must be consulted with the Compliance Body, with the knowledge of the Governing Body, which will determine whether or not such offer, promise or delivery is appropriate.
If, for any reason, a gift with a value of more than €1,500 is received, it should be delivered to the Compliance Body, which, if possible, will donate the gift within 3 months to a non-governmental organization and file the receipt issued by that organization. If this is not possible, these gifts will also be assigned to the Group’s Wellbeing Program.
In any case, it is expressly forbidden to provide suppliers with a personal address or any other address other than that of the Group’s facilities for the receipt of gifts.
Invitations to social events, seminars or any other type of event may also be accepted provided that the value of accessing such events is less than €200 per person and provided that attendance at such events does not entail a financial consideration for the employee or for the Group. If assistance is remunerated, it will require prior authorization from the Compliance Body.
The recent reform of Spanish Organic Law 8/2007, of July 4, on the financing of political parties, in force since April 1, 2015, strictly prohibits private donations to political parties by legal entities or entities without legal personality.
In strict compliance with the law, the Group wishes to establish a standard of compliance in accordance with the provisions contained in this regulation and, therefore, will not under any circumstances make any donations to political parties, coalitions or electoral groups. The Group will also not make any donation to trade unions or business organizations, or to associations, foundations or any entities directly or indirectly dependent on the above.
Otherwise, any other donation must be approved by the Compliance Body.
3. Conflicts of interest
Within the framework of the provisions of the Code of Conduct and in order to avoid conflicts of interest and loyalty, the members of the Group must report any financial holdings, in excess of 5%, held by them and their direct relatives in competing companies, customers or suppliers.
As stipulated in the Sourcing Procedure, suppliers that have contracts with the Group must make relevant and sufficient information on the approval processes available in an open and timely manner, and these processes must be carried out in accordance with the purchasing policies approved by the Group.
In addition, the entire process carried out for contracting suppliers will be documented.
5. Non-compliance and training
Failure to comply with the provisions contained in this Protocol is classified as a very serious breach of the Group’s procedures and may result in the initiation of disciplinary proceedings by the Human Resources Department, as well as the implementation of an internal procedure for investigating and responding to possible incidents in relation to the Group’s Code of Conduct.
The Group would like all its members to internalize the policy of zero tolerance for crime that it has undertaken. To this end, the necessary training actions will be carried out.
First, once all the documents relating to the Corporate Compliance program have been approved, a training session will be held by the Compliance Body or the Company’s external advisors (or both together), which should be long enough to ensure that the implications of the new requirements of the Criminal Code for all members of the Group are properly understood.
Thereafter, any substantial amendments to this Protocol will be notified and duly explained to all members of the Group concerned, regardless of whether the latest version of the Protocol is available in the Group’s registers at any given time. If this change is complex, a training session will be held.
Lastly, those members of the Group who have dealings with public authorities, civil servants and public officials, will receive, on a regular basis and at least once every two years, the necessary training on the serious implications that a breach of these rules and those provided for in the Criminal Code have for both them and the Group.