REGULATIONS OF THE COMPLIANCE UNIT 21/07/15

Transcription

1 REGULTIONS OF THE COMPLINCE UNIT /07/5

2 5 CONTENT TITLE I. NTURE, OBJECT, ND MENDMENT ricle. Naure and Objec ricle. mendmen TITLE II. COMPOSITION ricle. Composiion and Posiions ricle 4. Direcor of Compliance TITLE III. POWERS ricle 5. Powers regarding he Code of Ehics ricle 6. Powers regarding he Crime Prevenion and ni-fraud Policy 4 ricle 7. Powers regarding he Inernal Regulaions for Conduc in he Securiies Markes 5 ricle 8. Powers regarding he Legal Provisions on Separaion of civiies 5 ricle 9. Oher Powers of he Uni 5 TITLE IV. MEETINGS 5 ricle 0. Meeings 5 ricle. Call o Meeing 5 ricle. Place of he Meeing 5 ricle. Esablishmen of a Quorum 6 ricle 4. Resoluions 6 ricle 5. Conflics of Ineres 6 ricle 6. endance 6 TITLE V. RESOURCES, BUDGET, ND NNUL CTIVITY PLN 6 ricle 7. Maerial and Human Resources 6 ricle 8. Budge 6 ricle 9. nnual civiies Plan 6 TITLE VI. POWERS OF THE UNIT ND DUTIES OF ITS MEMBERS 6 ricle 0. Powers and dvice 6 ricle. Duies of Uni Members 7 TITLE VII. MNGEMENT OF ETHICS MILBOXES 7 ricle. Managemen of Ehics Mailboxes 7 ricle. ccepance of Claims for Processing 7 ricle 4. Processing of he Invesigaive File 7 ricle 5. Resoluion of he Invesigaive File 8 ricle 6. Proecion of Personal Daa 8 TITLE VIII. COMPLINCE ND INTERPRETTION 8 ricle 7. Compliance 8 ricle 8. Inerpreaion 8 T i 4 N

3 REGULTIONS OF THE COMPLINCE UNIT TITLE I. NTURE, OBJECT, ND MENDMENT ricle. Naure and Objec. The Compliance Uni (he Uni ) of IBERDROL, S.. (he Company ) is a collecive permanen and inernal body linked o he Corporae Social Responsibiliy Commiee of he Board of Direcors of he Company, wih powers in he areas of regulaory compliance and he Company s Corporae Governance Sysem.. These Regulaions of he Compliance Uni (he Regulaions ) form par of he Company s Corporae Governance Sysem.. The creaion of he Uni should be undersood o be wihou prejudice o he exisence a each counry subholding or head of business company of he group of which he Company is he conrolling eniy, wihin he meaning esablished by law (he Group ), of is own compliance uni or division specifically responsible for is own crime prevenion programme. ricle. mendmen The amendmen of hese Regulaions mus be approved by resoluion adoped by he Board of Direcors on he iniiaive of he Board, of he chair of he Uni, of one-hird of he direcors, or of he Uni iself, afer a repor from he Corporae Social Responsibiliy Commiee unless he amendmen is a he iniiaive of he Board of Direcors iself. TITLE II. COMPOSITION ricle. Composiion and Posiions. The Uni shall have he following posiions, appoined for an indefinie erm by resoluion of he Board of Direcors afer a repor from he Company s ppoinmens Commiee: he chair of he Uni; he secreary of he Uni; he direcor of compliance, who shall have he saus of direcor of he Uni (he Direcor of Compliance ); and he members of he Uni, who shall be proposed by each global business uni and each corporae funcion. Pursuan o he provisions of he Corporae Governance Sysem, paricularly wih respec o decenralisaion of he effecive managemen of he businesses of he Group and he corresponding individualisaion and separaion of responsibiliies arising herefrom for each of he companies included herein, hose persons who head he compliance unis or divisions of he counry subholding or head of business companies of he Group may no form par of he Uni.. The chair of he Uni and he persons holding oher posiions mus have such experise, qualificaions, and experience as are required by he duies hey are called upon o perform.. The secreary of he Uni shall have he righ o be heard bu no o voe, and he duies hereof shall specifically include preparing he minues of meeings of he Uni, cerifying he resoluions and decisions hereof, ensuring he formal and subsanive legaliy of is aciviies and conformance hereof o he Corporae Governance Sysem, generally channelling he relaions of he Uni wih is members in all maers relaing o he operaion hereof, in compliance wih he insrucions of is chair, and, under he supervision hereof, providing he suppor necessary for he proper operaion of he Uni and he conduc of is meeings. ricle 4. Direcor of Compliance. The Direcor of Compliance shall have he powers necessary o carry ou he duies hereof.. The Direcor of Compliance shall manage he operaion of he Uni and is budge and shall be responsible for carrying ou he corresponding measures and acion plans and ensuring ha he Uni duly complies wih is duies.. Under he supervision of he Uni, he Direcor of Compliance shall also have powers relaing o he regular managemen and adminisraion of he duies of he Uni, on behalf hereof, making regular repors hereo on aciviies performed, for which purpose he Direcor of Compliance shall have he same powers graned o he Uni in hese Regulaions and in he Corporae Governance Sysem. 4. In any even, he Uni shall direcly exercise he powers relaing o he final inerpreaion of he Code of Ehics, he annual evaluaion of is level of compliance, he submission of informaion o he Corporae Social Responsibiliy Commiee and o oher compeen bodies, and he approval of rules in developmen or applicaion of he compliance sysem of he Iberdrola Group (including he Code of Ehics or relaing o he Crime Prevenion and ni-fraud Policy and he proocols referred o in aricle 6. below) corresponding hereo. 5. The Direcor of Compliance shall direc he Compliance Uni Office, which shall be made up of members freely appoined by he Uni, including, among ohers, represenaives of he corporae or business areas relaed o he securiies marke, financial informaion, corporae governance, occupaional safey, personal daa proecion, separaion of regulaed aciviies and specific regulaory compliance of he businesses, environmenal proecion, and he prevenion of corrupion. TITLE III. POWERS ricle 5. Powers regarding he Code of Ehics. In his regard, he Uni shall have he following main powers:

4 REGULTIONS OF THE COMPLINCE UNIT a) Promoe he disseminaion of, awareness of, and compliance wih he Code of Ehics, in accordance wih he principles of cooperaion and coordinaion wih he counry subholding companies and head of business companies, and supervise he plan for disseminaion and communicaion hereof. b) Superior and binding inerpreaion of he Code of Ehics. c) Supervise and coordinae he applicaion of he Code of Ehics. d) Resolve any quesions or concerns raised wih respec o he conen, inerpreaion, and applicaion of and compliance wih he Code of Ehics, paricularly wih respec o he applicaion of disciplinary measures by he compeen bodies. e) nnual evaluaion of he level of compliance wih he Code of Ehics. f) Repor o he compeen governance bodies regarding compliance wih he Code of Ehics. g) Promoe he rules needed o furher develop he Code of Ehicsand o preven violaions hereof. h) pprove he specific rules ha may be esablished and developed in specific areas of aciviy wih respec o he procedures for compliance wih he Code of Ehics, which mus be in keeping, in all cases, wih he Group s vision and values, wih he Corporae Policies, and wih he rules of conduc esablished in he Code of Ehics. i) Receive communicaions sen hrough he ehics mailboxes of he professionals, he suppliers, and he shareholders referred o in aricle below and process he corresponding invesigaive files, promoing he procedures for verificaion and invesigaion of complains received and issuing appropriae opinions regarding he invesigaive files processed. j) Such oher powers as are assigned hereo by he Code of Ehics.. Pursuan o he provisions of he Code of Ehics, he Uni shall esablish he framework of relaions for coordinaion, cooperaion, and informaion wih he compliance unis or divisions ha may exis a he counry subholding companies and head of business companies of he Group for purposes of appropriae compliance wih such duies. ricle 6. Powers regarding he Crime Prevenion and ni-fraud Policy. In his regard, he Uni shall have he following main powers: a) Ensure he operaion, effeciveness, and observance of he Crime Prevenion and ni-fraud Policy and conrol he implemenaion, developmen, and fulfilmen of he Crime Prevenion Programme of he Company and of hose companies of he Group ha are no head of business companies or companies in which an ineres is held hrough such head of business companies, and supervise and coordinae he implemenaion and developmen of and compliance wih similar programmes a oher companies of he Group, in boh cases wihou prejudice o he responsibiliies assigned o oher bodies. b) Foser a prevenive culure based on he principle of zero olerance in respec of he commission of wrongful acs and in fraud maers and on he applicaion of principles of ehical and responsible behaviour by all professionals of he Group, irrespecive of heir level and he counry where hey work. c) Promoe he preparaion and implemenaion of appropriae raining programmes, boh in person and online or by any oher appropriae mehod, for professionals of he Group regarding he duies imposed by he Code of Ehics, he Crime Prevenion and ni-fraud Policy, and applicable law, wih a frequency sufficien o ensure ha knowledge in his regard is kep up o dae. In paricular, he professionals of he Group shall receive raining regarding he Code of Ehics and he Crime Prevenion and ni-fraud Policy and, if applicable, he rules in developmen and implemenaion hereof, wih emphasis on maers of corrupion and liabiliy, as well as regarding hose legal and regulaory obligaions ha are specifically applicable o heir duies. d) leas once per year, evaluae he observance and effeciveness of he Group s Crime Prevenion and ni-fraud Policy and crime prevenion programmes of he companies of he Group and assess wheher a modificaion hereof is appropriae.. For hese purposes, he Uni shall be responsible for drafing, approving, coninuously updaing, and ensuring he applicaion of he proocols considered necessary or appropriae for crime prevenion and ani-fraud measures, paricularly he following: a) General Proocol, which shall esablish he general framework for coordinaion, cooperaion, and informaion relaionships wih he compliance divisions ha may be esablished a he counry subholding or head of business companies of he Group, which mus periodically repor o he Uni. b) Proocol agains Corrupion and for he Prevenion and Correcion of Illegal or Fraudulen Conduc, which assures he proecion of he Group and recognises he principle of full cooperaion wih he compeen auhoriies, fosering he prevenion and redress of any economic or repuaional harm, and ensuring appropriae inernal and exernal communicaion. c) Corporae Transacions Proocol, which includes policies and procedures for mergers and acquisiions ha require he acquiring eniy o carry ou an appropriae audi of he risks of he businesses being acquired, including wih respec o corrupion, by qualified legal, accouning, and compliance professionals. This proocol mus also provide ha he Group s crime prevenion and ani-fraud policies and procedures be applied o acquired businesses as quickly as possible and ha: (i) appropriae raining regarding such policies and procedures be provided o he direcors, officers, professionals, agens, consulans, represenaives, disribuors, join venure parners, and he respecive employees hereof, of such acquired businesses; and T a T e O D T C S N 4

5 REGULTIONS OF THE COMPLINCE UNIT (ii) a specific audi regarding corrupion and fraud a all acquired businesses be carried ou as quickly as possible. d) cion Proocol ha is o be followed in he even ha noice is given o he Compliance Uni or o one of he compliance divisions, if any, esablished a he counry subholding companies or head of business companies of he Group, in accordance wih he provisions of aricle. of he Code of Ehics, of he commencemen of a sancion proceeding in which a company or a professional of he Group is he pary accused or held responsible. Pursuan o he provisions of aricles 4 and 5 of hese Regulaions, his proocol shall provide for he conduc of an inquiry and for he opening of a file in connecion wih he facs covered by such proceeding, as well as for a preliminary evaluaion o be performed as a maer of urgency in order o allow he company o ake an iniial posiion on he measures o be adoped, including he preliminary decision concerning he appoinmen of counsel for he professional, he cos of which is o be borne by he respecive company, guaraneeing in all cases he righs o privacy, o due process, and o he presumpion of innocence of he affeced persons.. While respecing he scope of acion proper o he counry subholding companies and head of business companies of he Group, he Uni shall esablish he framework for relaions of coordinaion, cooperaion, and informaion wih he respecive compliance unis or divisions of such companies in order o promoe he highes ehical sandards in he crime prevenion and ani-fraud areas, especially wih respec o, bu no limied o, invesigaion procedures, supervision and conrol aciviies, coordinaion of analysis of crime and fraud risks, and promoion of raining plans. Such framework for relaions shall be deermined in accordance wih he provisions of he Corporae Governance Sysem, paricularly wih respec o he decenralisaion of effecive managemen of he businesses of he Group and he corresponding individualisaion and separaion of responsibiliies arising herefrom for each of he companies included herein. ricle 7. Powers regarding he Inernal Regulaions for Conduc in he Securiies Markes The Uni is enrused wih he duy of ensuring compliance wih he Inernal Regulaions for Conduc in he Securiies Markes, performing he duies assigned hereo by such regulaions. ricle 8. Powers regarding he Legal Provisions on Separaion of civiies The Direcor of Compliance shall prepare an annual repor regarding compliance wih he legal provisions on separaion of regulaed aciviies wihin he Group based on he repors ha for such purposes mus be provided o he Compliance Divisions of he counry subholding companies holding equiy ineress in he head of business companies carrying ou regulaed aciviies. Once he Corporae Social Responsibiliy Commiee has issued is opinion regarding said repor, i shall submi i o he Company s Board of Direcors for is informaion. ricle 9. Oher Powers of he Uni The Uni shall also have such oher powers, wheher on a one-ime or permanen basis, ha are assigned hereo by he Corporae Social Responsibiliy Commiee or he Board of Direcors of he Company, or ha are aribued hereo by he Corporae Governance Sysem (paricularly wih respec o he Personal Daa Proecion Policy, he Procedure for Conflics of Ineres and Relaed-Pary Transacions wih Direcors, Significan Shareholders, and Senior Officers, he cion Proocol for he Managemen of News and Rumours, and he Inernal Rules for he Processing of Inside Informaion). TITLE IV. MEETINGS ricle 0. Meeings. The Uni shall mee as many imes as he chair hereof deems is necessary o exercise he powers enrused hereo.. The Uni shall also mee when he chair is so requesed by he Direcor of Compliance.. The chairman of he Board of Direcors, he chief execuive officer, he chair of he udi and Risk Supervision Commiee, and he chair of he Corporae Social Responsibiliy Commiee may reques informaion meeings wih he Uni on an excepional basis. ricle. Call o Meeing. The secreary of he Uni shall, by order of he chair hereof, call he Commiee o meeing a leas five days in advance hereof, excep in he case of urgen meeings.. The call o meeing shall be carried ou by any means allowing for receip hereof and shall include he agenda for he meeing.. No prior call o a meeing of he Uni shall be required when all of is members are presen and unanimously agree o he holding of he meeing and o he iems of he agenda o be deal wih. ricle. Place of he Meeing. Meeings of he Uni shall be held a such place as is designaed in he call o meeing or, in he absence hereof, a he regisered office of he Company.. Meeings of he Uni may be held in several places conneced o each oher by a sysem ha permis he recogniion and idenificaion of he aendees, permanen communicaion among he aendees regardless of heir locaion, and paricipaion in discussion and he casing of voes, all in real ime (including videoconference or remoe aendance sysems or any oher similar sysem). The members of he Uni in aendance a any of such inerconneced places shall be deemed o have aended he same meeing of he Uni for all purposes. The meeing shall be deemed o be held in he place where he larges number of Uni members is locaed and, if in equal numbers, where he chair of he Uni or whoever chairs he meeing in he absence hereof is locaed. 5

6 REGULTIONS OF THE COMPLINCE UNIT ricle. Esablishmen of a Quorum. valid quorum for Uni meeings shall be esablished wih he aendance, in person or by proxy, of more han half of is members.. The chair of he Uni shall preside over meeings of he Uni. In even of vacancy, illness, incapaciy, or absence of he Uni s chair, meeings shall be chaired by he Direcor of Compliance or, in he absence hereof, by he member having he longes lengh of service in he Uni, and if equal lenghs of service, by he oldes.. The secreary of he Uni shall ac as secreary for he meeing. In he even of he vacancy, illness, incapaciy, or absence of he secreary of he Uni, he person appoined by he chair of he meeing for such purpose shall ac as secreary. 4. Uni members may give a proxy o anoher member by noice delivered by any of he means allowing for he receip hereof, addressed o he chair or o he secreary of he Uni and including he erms on which he proxy is given. However, hey may no give a proxy in connecion wih maers affecing hem personally or regarding which hey are involved in a conflic of ineres siuaion. ricle 4. Resoluions. Resoluions of he Uni shall be adoped by an absolue majoriy of he voes of he members presen a he meeing in person or by proxy. In he even of a ie, he chair of he Uni shall have he ie-breaking voe.. ll resoluions adoped shall be recorded in minues signed by he chair and he secreary of he Uni or by he persons acing in heir sead. They shall be approved a he same meeing or a he meeing held immediaely hereafer and shall be enered in a book of minues of he Uni ha shall be in he cusody of he secreary hereof.. Voing by he Uni may occur in wriing wihou a meeing provided ha no member objecs hereo. In his case, he members of he Uni may deliver o he secreary hereof, who shall ac on behalf of he chair, heir voes and he consideraions hey wish o appear in he minues. Resoluions adoped using his procedure shall be recorded in he minues. ricle 5. Conflics of Ineres. The members of he Uni involved in a poenial conflic of ineres mus give noice hereof o he Uni iself, which shall also have he power o resolve quesions or conflics ha migh arise in his regard.. When maers o be deal wih a meeings of he Uni affec one of is members or persons in any way relaed hereo, including due o a reporing relaionship wihin he Group, and, in general, when such member is subjec o a conflic of ineres siuaion, such member mus leave he meeing unil a decision is made, and such member shall be subraced from he number of Uni members for purposes of calculaing he quorum and majoriies wih respec o he maer a hand. ricle 6. endance. The chair of he Uni or he Direcor of Compliance may reques he aendance a meeings hereof of any direcor or professional of he Group, as well as of any member of he managemen decision-making bodies of he companies in which he Company has an ineres whose appoinmen has been proposed by he Company or seek heir opinion a any ime.. These requess shall be channelled hrough he Office of he General Secreary of he Company. TITLE V. RESOURCES, BUDGET, ND NNUL CTIVITY PLN ricle 7. Maerial and Human Resources The Uni shall have access o he maerial and human resources necessary o perform is duies. ricle 8. Budge. Prior o he commencemen of each financial year, he Uni, a he proposal of he Direcor of Compliance, shall submi o he Corporae Social Responsibiliy Commiee a draf budge for carrying ou is aciviies during he upcoming financial year.. Once validaed by he Corporae Social Responsibiliy Commiee, he draf budge shall be sen o he chair of he Board of Direcors, who shall presen i o he Board of Direcors for final approval. ricle 9. nnual civiies Plan Prior o he commencemen of each financial year, he Uni, a he proposal of he Direcor of Compliance, shall approve and submi o he Corporae Social Responsibiliy Commiee an annual aciviies plan for he upcoming financial year. TITLE VI. POWERS OF THE UNIT ND DUTIES OF ITS MEMBERS ricle 0. Powers and dvice. The Uni, hrough he Direcor of Compliance or he compliance divisions of he oher companies of he Group, and provided ha applicable law so allows, shall have access o he informaion, documens, and offices of he companies, direcors, and professionals of he Group, including he minues of he managemen, supervisory, and conrol bodies, necessary for he proper performance of is duies. In his regard, all professionals and direcors of such companies mus provide he cooperaion requesed by he Uni for he proper performance of is duies. These requess shall be channelled hrough he Office of he General Secreary of he Company.. The Uni may also seek, a he Company s expense and hrough he Office of he General Secreary, cooperaion or advice from ouside professionals, who shall submi heir repors direcly o he chair of he Uni N 6

7 REGULTIONS OF THE COMPLINCE UNIT. To he exen possible and provided i does no affec he effeciveness of is work, he Uni seeks o ac ransparenly, informing he affeced direcors and professionals of he purpose and scope of is acions whenever pracicable and appropriae. ricle. Duies of Uni Members. Uni members mus ac wih independence of judgemen and acion wih respec o he res of he organisaion and perform heir work wih he umos diligence and professional compeence.. Uni members shall keep confidenial he deliberaions and resoluions of his body and, in general, shall no disclose any informaion, daa, repors, or background informaion o which hey may have access while in office, nor use any of he foregoing for heir own benefi or ha of hird paries, wihou prejudice o he duies of ransparency and informaion imposed by he Company s Corporae Governance Sysem and by applicable law. The duy of confidenialiy of he members of he Uni shall survive even afer he members no longer hold such posiion. TITLE VII. MNGEMENT OF ETHICS MILBOXES ricle. Managemen of Ehics Mailboxes. The Uni shall be responsible for he managemen of he ehics mailbox for professionals of he Group provided for in he Code of Ehics, he suppliers ehics mailbox provided for in he Suppliers Code of Ehics included in he Procuremen Policy, and he ehics mailbox for shareholders provided for in he Policy regarding Communicaion and Conacs wih Shareholders, Insiuional Invesors, and Proxy dvisors (collecively, he Ehics Mailboxes ).. In complying wih such duy, he Uni mus respec he rules and informing principles esablished for such purposes in he Code of Ehics, in he Suppliers Code of Ehics included in he Procuremen Policy, and in he Policy regarding Communicaion and Conacs wih Shareholders, Insiuional Invesors, and Proxy dvisors.. The principles, rules of acion, and guaranees esablished in his ile shall apply o all files regarding violaions ha are processed by he Uni, regardless of heir manner of commencemen. ricle. ccepance of Claims for Processing. Once a communicaion sen o one of he Company s Ehics Mailboxes has been received, he Uni shall decide wheher or no o process i.. If he maer affecs a counry subholding or head of business company of he Group ha has is own compliance uni or division, or a professional assigned hereo, he Uni shall send he communicaion hereo in order for i o proceed wih evaluaion and processing in accordance wih is own rules. Nowihsanding he foregoing, if he maer affecs more han one counry subholding or head of business company ha has a compliance uni or division, or professionals assigned hereo, he processing of he file shall be coordinaed by he Uni.. The Uni shall inform he udi and Risk Supervision Commiee of any poenially significan purely financial or accouning irregulariies ha are communicaed o i hrough he Ehics Mailboxes and shall provide i wih any documenaion ha i may reques. 4. The Uni shall no process any communicaion in which he person making he communicaion is no sufficienly idenified, in which he requiremens in connecion wih he proecion of personal daa are no complied wih, or in which i is obvious ha he subjec maer of he communicaion does no consiue a breach of he Corporae Governance Sysem or conduc ha may involve he commission of an irregulariy or any illegal ac or ac in violaion of he rules of conduc of he Code of Ehics or he Suppliers Code of Ehics, and which may have significan weigh in deermining wheher o mainain he conracual relaionship beween he Group and he professional alleged o have commied he violaion or he supplier, as applicable. 5. In order o decide wheher a communicaion should be acceped for processing, he Uni may, if i deems i appropriae, reques he person making he communicaion o clarify or supplemen i, providing such documens and/or daa as may be required o prove he exisence of irregular conduc. ricle 4. Processing of he Invesigaive File. Once a communicaion has been acceped for processing, he Uni shall appoin an invesigaing officer o carry ou he invesigaion and process he file, and may also enrus his work o an exernal invesigaor. If he repor is direced owards a member of he Uni, such member may no paricipae in he processing hereof.. The invesigaing officer shall verify he ruh and accuracy of he informaion conained in he communicaion and, in paricular, he repored conduc, wih respec o he righs of he affeced paries. For such purposes, i shall esablish a hearing procedure for all affeced paries and winesses o be heard and shall conduc such oher proceedings as i deems necessary. ll professionals of he Group are required o cooperae faihfully in he invesigaion. The paricipaion of winesses and affeced paries shall be sricly confidenial.. The hearing procedure (which shall ake place wihin hree monhs of receip of he communicaion) shall if possible include a leas a privae inerview wih he person allegedly responsible for he repored conduc during which, wih respec for he guaranee of presumpion of innocence, such person shall be informed of he facs covered by he invesigaive file, shall be invied o provide heir complee version of he facs, shall be allowed o provide relevan means of proof, and shall be asked appropriae quesions depending upon he circumsances of he case and he facs repored. In addiion, all affeced paries shall be informed regarding he reamen of heir personal daa, and any oher duy imposed by law on he proecion of personal daa shall also be complied wih. 4. In all invesigaions, he righs o privacy, due process, and presumpion of innocence of he persons invesigaed shall be guaraneed. 7

8 REGULTIONS OF THE COMPLINCE UNIT 5. any ime during he proceeding, he Uni and he invesigaing officers may seek he advice and cooperaion of he Finance and Resources Division and of he Office of he General Secreary for purposes of deermining he consequences and manner of acion wih respec o any complain. ricle 5. Resoluion of he Invesigaive File. Upon conclusion of he invesigaion, he invesigaing officer shall forward he invesigaive file ogeher wih a proposed resoluion o he Uni for resoluion as i deems appropriae.. In he even ha he resoluion issued concludes ha a professional has commied an irregular ac or ac in violaion of legal provisions or of he rules of conduc laid down in he Code of Ehics specifically direced owards professionals of he Group, he Uni shall noify he Finance and Resources Division or he division responsible for he human resources funcion of he relevan Group company for he applicaion of he appropriae disciplinary measures, he adopion and conen of which shall be repored o he Uni.. If he resoluion rendered concludes ha a supplier has commied an irregular ac or an ac in violaion of legal provisions or of he rules of conduc laid down in he Suppliers Code of Ehics, he Uni shall noify he Procuremen Division or whoever paricipaes in procuremen wihin he relevan company of he Group in order o exercise he appropriae conracual righs, of which he Uni shall be informed. 4. If i is verified ha a breach of he Corporae Governance Sysem has occurred ha is no covered by he secion above, he Uni shall adop he measures ha i deems appropriae. 5. If he resul of he invesigaive file reveals he possible adopion of legal acions, he Uni shall give noice of he acions o he Office of he General Secreary or o Legal ffairs for purposes of commencing he relevan governmenal or cour acions in each case, of which he Uni mus be informed. ricle 6. Proecion of Personal Daa. In cerain insances, he sending of personal informaion hrough he Ehics Mailboxes may, depending on he subjec maer of he repor, require he acquisiion of express and unambiguous consen for he processing of he personal daa of he person making he communicaion, as well as he pary repored. For such purpose, he required mechanisms shall be furnished o obain any necessary consen prior o he commencemen of acions, upon he erms required by he law on personal daa proecion.. s a general rule, he repored pary shall be informed of he exisence of a repor when he invesigaing officer for he proceeding commences he invesigaion proceeding. However, in hose cases in which here is a significan risk ha such noificaion may jeopardise he abiliy o effecively invesigae he allegaion or o gaher he required evidence, such noificaion o he repored pary may be delayed for as long as he risk exiss. In any even, such period shall never exceed hree monhs as from receip of he repor.. Persons making a communicaion hrough he Ehics Mailboxes mus warran ha he personal daa provided are rue, correc, complee, and curren. 4. Daa processed wihin he framework of invesigaions shall be deleed as soon as such invesigaion has finished, unless he measures adoped give rise o governmenal or cour proceedings. In addiion, he Company shall keep such daa duly blocked during hose periods in which any liabiliy may arise from he repors filed by Group professionals or from he seps aken by he Company. 5. Users of he Ehics Mailboxes may a any ime, in accordance wih he law applicable in each case, exercise he righs of access, recificaion, erasure, and objecion wih respec o heir personal daa by means of wrien communicaion addressed o he regisered office of he Company, complying wih requiremens esablished by he law applicable a any ime and specifying he righ hey wish o exercise. TITLE VIII. COMPLINCE ND INTERPRETTION ricle 7. Compliance. The members of he Uni have he obligaion o know and comply wih hese Regulaions, for which purpose he secreary of he Uni shall provide hem wih a copy.. In addiion, he Uni shall have he obligaion o ensure compliance wih hese Regulaions. ricle 8. Inerpreaion. These Regulaions shall be inerpreed in accordance wih he Company s Corporae Governance Sysem.. ny quesion or dispue regarding he inerpreaion of hese Regulaions shall be resolved by majoriy voe wihin he Uni iself, and in he absence of such resoluion, by he chair of he Uni, who shall be assised by he secreary or by such persons, if any, as may be appoined by he Uni for such purpose. The Corporae Social Responsibiliy Commiee shall be informed of he inerpreaion and resoluion of he quesions or dispues ha may have arisen.. In he absence of a specific rule, he provisions of he Regulaions of he Board of Direcors regarding he operaion of he Board and, in paricular, hose regarding he call o meeings, graning of a proxy o anoher direcor, esablishmen of a quorum, meeings wihou prior noice, proceedings a meeings and sysem for adoping resoluions, casing of voes in wriing and wihou a meeing, and approval of he minues of meeings, shall apply o he Uni o he exen ha hey are no inconsisen wih he naure hereof. 8