Crime Prevention and Anti- Fraud Policy of Gamesa Corporación Tecnológica, S.A. (March 23, 2011)

Transcription

1 Crime Prevention and Anti- Fraud Policy of Gamesa Corporación Tecnológica, S.A. (March 23, 2011)

2 I. PURPOSE The Board of Directors of Gamesa Corporación Tecnológica, S.A. (the Company or Gamesa) has been entrusted with the general function of overseeing and formulating the strategy and corporate policies. In exercising this function the Board of Directors has approved the Crime Prevention and Anti-Fraud Policy that has the following purposes: i. To convey to all officers and employees of the Group, as well as to third parties that relate to the same, a message that Gamesa is ensuring its business on the basis of the principle of respect for the law and of the promotion and defence of the Corporate Values and the Corporate Social Responsibility principles, among which is the fight against corruption and fraud in all its forms. The Company works in the direction that these principles are translated into better course guidelines that govern both the behaviour of people within the organization, and the processes that define the ways of working and decision making in the Company. ii. To set up the overall framework of the Crime Prevention and Anti-Fraud Program (hereinafter, the Corporate Defense Program) which shall cover the crime prevention and control of fraud in Gamesa (including administrative violations and serious irregularities), comprehensive of a set of measures designed to prevent, detect and react to possible crimes, all within the framework of the process of review and adjustment to the new duties imposed by the Spanish Penal Code after the amendment thereof by Organic Law 5/2010, of June 22, without prejudice to the laws and regulations applicable in any other jurisdiction in which the Company or the companies belonging to the group of which the Company is the controlling entity, within the meaning established by Law (the Group), carry out their activities. The Purpose of such Program is to assure shareholders, Public Administrations and any other stakeholders and judicial authorities that the Company exercises over its directors, managers, employees and other subordinates individuals or entities, based on the Governance model of the Group, such proper control as is legally required thereof, including: i. The monitoring of possible situations of crime, violations or irregularities risk that may only arise within the Company s scope of activity, even in those cases in which the attribution to a specific person is not possible. ii. The fight against corruption in all its forms, including extortion and bribery of public officials or other persons, within the framework of sound principles of Corporate Governance, based on business transparency. Crime Prevention an Anti-Fraud Policy Page 2 of 5

3 II. - Scope This Crime Prevention and Anti-Fraud Policy shall apply to all managers and employees of the Company and of the other companies belonging to the Group. The Group has a governance model in which decentralized executive responsibilities are discharged by the subholding companies and geographical units of the Group, which take care of the day-to-day effective management of each business subgroup and of day-to-day supervisory duties through their respective boards of directors and management decision-making bodies, which shall ensure the implementation and monitoring of the action principles set forth in this Crime Prevention and Anti- Fraud Policy, without prejudice to appropriate coordination at all levels within the Group. All persons acting as representatives of the Group at companies and entities not belonging thereto shall comply with the provisions of this Crime Prevention and Anti-Fraud Policy and shall promote, to the extent possible, the enforcement of the principles contained herein at the companies and entities at which they represent the Group. Directors, Managers and employees of the Group who are also subject to other rules or policies, whether applicable to a particular industry or deriving from the national legislation of the countries in which they carry out their activities, shall also be bound hereby. The appropriate coordination shall be established in order to ensure that such rules or policies are consistent with the principles set out in this Crime Prevention and Anti-Fraud Policy. III. - Action principles The Company assumes the responsibility to set up, through the different Units comprising its organization, a specific and effective crime prevention and anti-fraud program based on the following principles: i. Integrate and coordinate a set of actions required to prevent and combat the possible commission of wrongful or fraudulent acts by any professional of the Group by the means of designing a model integrated by accurate and homogeneous standards based on the principle of zero tolerance. ii. Implement internal rules, procedures and action and decision-making processes that avoid that a single individual or a small group of people hold decision-making powers not subjects to checks and balances. iii. Create a system of supervision and vigilance that guarantees the principle of separation between the management bodies and the supervising bodies, including, when necessary, the establishment of accurate audit mechanisms. Crime Prevention an Anti-Fraud Policy Page 3 of 5

4 iv. Implement effective, continuous and upgradeable systems of control. v. Create a transparent environment, maintaining appropriate internal channels to favor the communication of possible irregularities or illegal practices. vi. Implement appropriate training programs for professionals and develop a culture of business ethic and compliance with the law. vii. Investigate and punish fraudulent actions and conducts. The Crime Prevention and Anti-Fraud Program shall determine and update, periodically, to the Company and the Group, the scope of the policies, rules, protocols, systems, processes and procedures under the principles established by this policy. In particular, but not on a limitative basis, those aforementioned relating to corporate policies, processes and procedures for procurement, investment and contracting of services and approval of suppliers of materials and components, approval of contracts and of general conditions, assets protection, health and safety, data protection and security of the information are included within the scope Supervision, evaluation and review i. Supervision The Regulatory Compliance Unit shall be responsible for supervising the implementation, development and fulfilment of the Group s Crime Prevention and Anti-Fraud program. For such purposes, the Regulatory Compliance Unit shall have the power of initiative and control required to oversee the operation, effectiveness and observance of this Crime Prevention and Anti-Fraud Policy, ensuring that the crime prevention program responds to the needs and circumstances of the Group at all times. The jurisdiction of the Regulatory Compliance Unit shall be considered without prejudice of: a. The general function of overseeing of the Board of Directors and the function of overseeing of the Audit and Compliance Committee over the internal control and risk management systems, as well as the internal channels of communication of possible irregularities. b. The function of dissemination and implementation of the policies and management guidelines of the Group that belongs to the Chairman and CEO, as well as to the Steering Committee and the management group. c. The existence or establishment of bodies or units specifically dedicated to control activities or risks. Crime Prevention an Anti-Fraud Policy Page 4 of 5

5 ii. Evaluation and review At least once per year, the Regulatory Compliance Unit shall evaluate the observance and effectiveness of the Crime Prevention and Anti-Fraud Program. The Regulatory Compliance Unit shall submit such evaluation to the Audit and Compliance Committee. The Regulatory Compliance Unit shall propose, at least biannually, to the Audit and Compliance Committee the review and updating of this policy according to the degree of efficiency and compliance with it. Crime Prevention an Anti-Fraud Policy Page 5 of 5