BUSINESS ETHICS A P P R O V E D

Transcription

1 A P P R O V E D SIGNED BY: H.E. Khadem Al Qubaisi DATE: APRIL 2015 SIGNATURE: The original document, approved by the above person on the above date (by signature), is in the custody of the Organization Unit or the party delegated responsibility in accordance with current legislation. CODE OF ETHICS AND CONDUCT FOR COMPAÑÍA ESPAÑOLA DE PETRÓLEOS, S.A.U. (CEPSA) AND ITS GROUP OF COMPANIES DI-0001 Code of Ethics and Conduct Rev. 2 / April 2015 Managed by: Ethics Committee Validity date: November 2012 Page 1 of 12

2 DI-0001 Code of Ethics and Conduct Rev. 2 / April 2015 Managed by: Ethics Committee Validity date: November 2012 Page 2 of 12

3 TABLE OF CONTENTS CODE OF ETHICS AND CONDUCT FOR COMPAÑÍA ESPAÑOLA DE PETRÓLEOS, S.A.U. (CEPSA) AND ITS GROUP OF COMPANIES 1. PURPOSE AND SCOPE OF APPLICATION CEPSA VALUES AND GENERAL PRINCIPLES OF ETHICAL CONDUCT RULES OF CONDUCT FOR CEPSA COMMITMENT TO HUMAN RIGHTS SAFETY AND ENVIRONMENTAL PROTECTION EQUAL OPPORTUNITIES AND NON-DISCRIMINATION USE AND PROTECTION OF CORPORATE ASSETS PROFESSIONAL ACTIVITIES OUTSIDE CEPSA RELATIONSHIPS WITH GOVERNMENTS AND AUTHORITIES GIFTS AND GRATUITIES TRANSPARENCY OF INFORMATION PERSONAL DATA PROTECTION CLASSIFIED AND CONFIDENTIAL INFORMATION RELATIONS WITH CUSTOMERS, SUPPLIERS AND CONTRACTORS FAIR COMPETITION AND DEFENCE OF COMPETITION ANTI-BRIBERY AND CORRUPTION MEASURES TRAINING POLICIES ANTI MONEY LAUNDERING AND COUNTER TERRORIST FINANCING COMMUNICATION, DISSEMINATION AND ENFORCEMENT OF THE CODE SUPERVISION, WHISTLEBLOWING AND COMPLIANCE APPROVAL AND ENTRY INTO FORCE DI-0001 Code of Ethics and Conduct Rev. 2 / April 2015 Managed by: Ethics Committee Validity date: November 2012 Page 3 of 12

4 CODE OF ETHICS AND CONDUCT FOR COMPAÑÍA ESPAÑOLA DE PETRÓLEOS, S.A.U. (CEPSA) AND ITS GROUP OF COMPANIES 1. PURPOSE AND SCOPE OF APPLICATION The purpose of this Code of Ethics and Conduct (hereinafter, the Code ) is to set out the ethical values and principles that govern the activities of Compañía Española de Petróleos, S.A.U. and its Group of Companies (hereinafter referred to as the Cepsa ), as well as general conduct guidelines to be followed by all directors, managers, employees and third-parties acting on behalf of the Company (hereinafter collectively referred to as Persons Subject to this Code ) in the performance of their duties. This Code is ranked at the highest regulatory level within Cepsa and is an integral part of the organization's good governance standards and compliance policies. The Code is guided and inspired by Cepsa s Vision and Mission, articulated as follows: Vision To be a global energy company of choice. Mission To provide the energy that every reality needs. 2. CEPSA VALUES AND GENERAL PRINCIPLES OF ETHICAL CONDUCT Cepsa expects all Persons Subject to this Code to adhere at all times to the following core Values and General Principles: SAFETY: Safety is the cornerstone of our activities; we make an unwavering commitment to protect the people we deal with on a daily basis our employees, business partners, contractors, suppliers, distributors, customers and neighbors - and to ensure the operational integrity and reliability of our facilities and processes; we aim to meet the highest standards of operational excellence and best practices, relying on prevention as the key to eliminating risks and hazards and promoting a safety culture throughout our organization and beyond. Our commitment to safety means: - Protecting the health and well-being of people. - Safeguarding our worksites and processes. - Placing a premium on excellence in everything we do, and doing whatever we can to keep our operations hazard and risk-free. - Applying preventative measures and strategies as the preferred tool for achieving our target of zero incidents and injuries. - Promoting safety as a value that transcends our business activities and defines who we are and what we stand for. DI-0001 Code of Ethics and Conduct Rev. 2 / April 2015 Managed by: Ethics Committee Validity date: November 2012 Page 4 of 12

5 SUSTAINABILITY: We seek to contribute to economic prosperity through the long-term sustainable growth of our businesses in a way that is socially and environmentally responsible; we respect and care for the environment and the welfare of society as a whole, focusing particularly on the communities where we work and live; and we maintain relationships based on ethical conduct, trust and transparency with our stakeholders*. We support the goal of sustainability through: - Working to ensure the long-term growth and continuity of our activities in a safe and responsible manner. - Strengthening our commitment to environmental stewardship. - Making a lasting, positive impact on society and particularly on the communities where we operate. - Building ethical, fair and transparent relationships with our stakeholders. * Stakeholders: All groups or individuals who can affect or be affected by the achievements of a business (employees, customers, suppliers, shareholders, Public Administration, associations, trade unions, etc.). CONTINUOUS IMPROVEMENT: We develop and retain talent and expertise, embedding a culture of excellence across the organization; we focus on consistently delivering operational reliability and efficiency; we rigorously comply with the law and implement effective measures and controls to prevent possible irregularities or misconduct. Our pursuit of continuous improvement relies on: - Deploying innovations that enhance performance and results. - Taking a proactive approach to issues and providing creative and dynamic solutions to problems. - Seeking out and welcoming new challenges and opportunities. - Striving to excel in all our initiatives. - Exploring new and better ways of doing things and embracing change. LEADERSHIP: We conduct ourselves with honesty, integrity and respect for others; we work with care, take responsibility for our actions and follow through on our commitments; we help, drive, motivate and inspire one another as a basic key to our success and boldly, decisively and innovatively search for new ideas and opportunities. We demonstrate exemplary leadership by: - Recognizing and rewarding outstanding work and a positive attitude. - Communicating in a clear, straightforward and consistent manner. - Vigorously upholding the interests of Cepsa. - Encouraging the growth and development of our people and our businesses. - Acting in a way that reflects the values of honesty, integrity and respect. DI-0001 Code of Ethics and Conduct Rev. 2 / April 2015 Managed by: Ethics Committee Validity date: November 2012 Page 5 of 12

6 SOLIDARITY: We uphold the value of teamwork, endeavoring to do what is best for the overall interest of the Group, through cooperation among our different areas and close and productive relationships with our customers and suppliers, always maintaining a positive and respectful attitude towards one another. Our emphasis on solidarity is reflected in: - Working together as a team to promote the interests of Cepsa. - Fostering a collaborative and supportive work environment and harnessing the power of our combined strengths and efforts. - Being open to the diversity of opinions and sharing knowledge, ideas and perspectives. - Creating value that serves our common goals. Furthermore and for purposes of this Code, the following general principles of ethical conduct, which although not exhaustive, shall be used as a basic guideline for the decisions, actions and behavior of all Persons Subject to this Code, who shall, at all times, comply with these standards: Honesty: Rejecting all forms of bribery and corruption, whether public or private, active or passive. Integrity: Behaving in an upright and loyal manner and undertaking all actions and dealings with others in good faith. Respect: Fostering tolerance and respect for the diversity of people (including culture, gender, race, religion, sexual orientation, etc.). Compliance with Regulations: Complying with both applicable general provisions and internal regulations of Cepsa. Environmental Protection: Complying with the standards established in applicable environmental regulations and minimizing the environmental impact of Cepsa s activities. Transparency: Regularly providing stakeholders, in a timely manner, with relevant, truthful, clear and comprehensive information on Cepsa's activities, policies and management so as to build relationships based on trust and goodwill. 3. RULES OF CONDUCT FOR CEPSA The requirements set out in the following paragraphs of this section 3 do not comprise a comprehensive list. Rather, they merely serve as a guideline for establishing certain minimum standards of conduct. The persons to whom they are applicable are expected to consistently adhere to these ethical standards in their conduct and behavior, and whenever in doubt, should contact the Ethics Committee for advice and guidance through any of the appropriate internal channels provided. The Ethics Committee, a governing body whose members have been appointed by the Board of Directors of Cepsa, is responsible for supporting, overseeing, monitoring and reviewing compliance with the values, principles and rules of conduct set forth in the Code of Ethics and Conduct, addressing and carefully assessing any ethical concerns, dilemmas or conflicts that may be brought to its attention, responding to and resolving any suspected or alleged breaches or violations and implementing the necessary corrective actions or measures for each situation. DI-0001 Code of Ethics and Conduct Rev. 2 / April 2015 Managed by: Ethics Committee Validity date: November 2012 Page 6 of 12

7 Additionally, the Ethics Committee is responsible for overseeing the design and implementation of best practices with regard to the monitoring, investigation and training of Persons Subject to this Code, in order to prevent possible misconduct or irregularities that may lead to any type of liability or reputational consequences for Cepsa COMMITMENT TO HUMAN RIGHTS In all of its actions and dealings, Cepsa fully supports and adheres to the principles established in the Universal Declaration of Human Rights, the Declaration on Fundamental Principles and Rights at Work of the International Labor Organization (ILO) and the OECD Guidelines for Multinational Enterprises. The Group likewise abides by the Ten Principles of the United Nations Global Compact in the areas of human rights, labor standards, environmental protection and anti-corruption. Cepsa is particularly committed to upholding and defending the rights of ethnic minorities and indigenous populations and communities of the host countries where the Company operates and rejects all forms of child labor or any other type of forced labor or exploitation. Persons Subject to this Code shall, at all times and in all of their activities, ensure that the aforementioned rights are protected, supported and observed SAFETY AND ENVIRONMENTAL PROTECTION Persons Subject to this Code must be mindful of their own safety and comply strictly with all internal and external regulations on occupational health and safety, with the aim of preventing or minimizing occupational hazards and injuries. Persons Subject to this Code must comply and ensure compliance with the regulations, policies and procedures regarding environmental protection set out in applicable laws and in Cepsa's internal regulations. Cepsa promotes occupational risk prevention and environmental protection and encourages all Persons Subject to this Code to receive training in these areas EQUAL OPPORTUNITIES AND NON-DISCRIMINATION Cepsa is committed to a policy of non-discrimination on the grounds of race, nationality, age, gender, marital status, sexual orientation, ideology, religion or any other personal, physical or social condition, and makes active efforts to ensure equal opportunities among its workforce. Persons Subject to this Code must refrain from any type of discriminatory actions or behaviors, and any instances of discrimination must be reported immediately to the Ethics Committee. The principle of equal treatment for men and women with regard to recruitment, training, compensation, classification and career advancement shall be upheld. Persons Subject to this Code must treat one another and be treated with courtesy and respect at all times. Cepsa rejects all forms of violence; physical, sexual or psychological harassment; bullying; abuse of power in the workplace; and any other conduct that creates an intimidating, hostile or offensive work environment. Any Person Subject to this Code who witnesses or is a victim of any of the aforementioned behaviors should promptly refer the matter to the Ethics Committee through any of the appropriate internal channels provided, so that the necessary measures can be taken. DI-0001 Code of Ethics and Conduct Rev. 2 / April 2015 Managed by: Ethics Committee Validity date: November 2012 Page 7 of 12

8 3.4. USE AND PROTECTION OF CORPORATE ASSETS Cepsa shall provide Persons Subject to this Code with sufficient resources required in order to carry out their professional duties and responsibilities. Persons Subject to this Code shall undertake to make correct use of and take the utmost care with such resources. Persons Subject to this Code shall not use corporate resources for personal use, non-work related purposes or activities not associated with the interests of the organization. In this regard, Persons Subject to this Code: May not use the trademark, logo or any other copyrighted material of any of the companies belonging to Cepsa for their own personal benefit. Shall use Cepsa s systems, such as telephone, internet access, or any other communication technologies, to perform their professional duties and do so in accordance with the systems safety procedures established by Cepsa. May not disclose, store, post, publish, download or distribute material that is threatening, false, defamatory, obscene or which may in any way constitute a crime or negatively affect the reputation and good image of Cepsa CONFLICT OF INTERESTS When faced with situations that may give rise to a conflict of interests, Persons Subject to this Code shall adhere to the following rules and guidelines: Independence: he or she must avoid all situations where there is an actual or potential conflict between his or her personal interests (whether of a financial nature or not) and those of Cepsa. Abstention: he or she must abstain from intervening in or influencing decisions taken with regard to matters where a conflict of interests may exist. Notification: he or she must immediately report any possible conflicts of interest to the Management of his or her Business Unit or Area. In particular, all Persons Subject to this Code who have financial relationships, either directly or indirectly through related persons, with shareholders or partners in any type of business, suppliers, competitors or customers of Cepsa and with whom they have professional dealings, must notify the Management of their Business Unit or Area immediately. The Ethics Committee may take the necessary measures in order to ensure that the business interests of the Cepsa company involved are sufficiently safeguarded PROFESSIONAL ACTIVITIES OUTSIDE CEPSA Persons Subject to this Code may not work for or render professional services (either on a self-employed or employed basis) to companies or entities other than Cepsa whenever such activities could give rise to competition with Cepsa. Likewise, they shall devote all the necessary time, professional skills and personal effort required to properly perform their duties. DI-0001 Code of Ethics and Conduct Rev. 2 / April 2015 Managed by: Ethics Committee Validity date: November 2012 Page 8 of 12

9 3.7. RELATIONSHIPS WITH GOVERNMENTS AND AUTHORITIES Persons Subject to this Code are required to stringently comply with the laws of the countries where the Company operates, and shall not engage in conduct which, although not illegal, may damage the reputation of the organization before the federal, regional or local governments, authorities or public agencies of the country in question GIFTS AND GRATUITIES Persons Subject to this Code may neither accept nor offer gifts or gratuities which, due to their value or the circumstances in which they are given, are deemed to be beyond reasonable, based on local customs and social norms. This prohibition is especially important in cases where the recipient is a person whose position gives him/her a direct or indirect influence on decisions regarding Cepsa, including corporate transactions, the purchase and sale of goods, equipment or services, and/or the issuance of reports, permits or authorizations. Persons Subject to this Code who receive gifts, gratuities or offers that exceed reasonable limits or local customs must notify the Management of their Business Unit or Area. Notwithstanding any other applicable measures (including a possible requirement that the gift be returned or transferred to Cepsa), acceptance of such gifts will constitute grounds for excluding the recipient of the gift from all proceedings, processes or decisions in which the party making the gift is directly or indirectly involved TRANSPARENCY OF INFORMATION Transparency of information is a basic principle that shall govern the actions of Cepsa and all Persons Subject to this Code. All information and disclosures provided to third parties shall be clear and transparent to the extent required by the circumstances of each specific case. Cepsa s financial reporting and disclosures shall provide a true and fair view of the results of its operations and its financial and equity position, in accordance with generally-accepted accounting principles and applicable international financial reporting standards. Persons Subject to this Code shall comply with all Internal Control procedures and policies established by Cepsa in order to ensure the accuracy and reliability of published information. This principle of transparency shall also apply to the internal communication policy of Cepsa PERSONAL DATA PROTECTION Cepsa shall comply with applicable laws on privacy and personal data protection and affords special protection to data provided by employees, clients and suppliers. Persons Subject to this Code who are provided with access to such information during the performance of their duties shall undertake to use it properly, ensuring its confidentiality and respecting the legal rights of the owners of such data. DI-0001 Code of Ethics and Conduct Rev. 2 / April 2015 Managed by: Ethics Committee Validity date: November 2012 Page 9 of 12

10 3.11. CLASSIFIED AND CONFIDENTIAL INFORMATION All non-public information that is owned or held by Cepsa shall be generally regarded as classified, confidential and/or intended for internal use. All Persons Subject to this Code are obliged to maintain the strictest confidentiality of such information and not to disclose or distribute it. Disclosing and using this information, as defined above, for non-business or personal purposes is a breach of this Code and constitutes a breach of faith toward Cepsa, which reserves itself the right to undertake any legal actions as it deems necessary. In the event that the employment or professional relationship is terminated or discontinued, all such information, including all documents and media or storage devices, as well as any information stored on computers, shall be returned to Cepsa. Furthermore, the duty of confidentiality of all Persons Subject to this Code shall continue to be binding even after such employment or professional affiliations have ended RELATIONS WITH CUSTOMERS, SUPPLIERS AND CONTRACTORS Cepsa is fully committed to quality, providing the resources required to achieve excellence and establishing the necessary measures to ensure that any prevailing quality policies are adhered to by all Persons Subject to this Code. Persons Subject to this Code shall establish long-term business relationships with their clients based on the mutual interests of both parties and displaying at all times an attitude of service, maintaining a high standard of commitment to honesty, professional responsibility and a job well done, and building relationships based on trust and mutual respect. Cepsa shall use supplier selection and procurement procedures founded on principles of objectivity and impartiality, avoiding any conflicts of interest or favoritism during the selection process. Persons Subject to this Code undertake to comply with the internal procedures established for awarding contracts, particularly those relating to the approval process for suppliers and contractors FAIR COMPETITION AND DEFENCE OF COMPETITION Cepsa undertakes to compete in markets fairly and not to engage in advertising that is misleading or derogatory towards its competitors or third parties. Cepsa undertakes to respect free competition for the benefit of consumers and users, complying strictly with competition law. Persons Subject to this Code shall avoid any conduct which constitutes or may constitute collusion, abuse or any form of restriction of competition. DI-0001 Code of Ethics and Conduct Rev. 2 / April 2015 Managed by: Ethics Committee Validity date: November 2012 Page 10 of 12

11 3.14. ANTI-BRIBERY AND CORRUPTION MEASURES Persons Subject to this Code shall neither offer nor make, whether directly or indirectly, any payment in cash, in kind or any other type of benefit, to any individual or legal entity acting in the interests of any entity, whether public or private, with the aim of: Illegally obtaining or maintaining any business or advantage for themselves or for third parties. Abusing or inappropriately utilizing his or her real or apparent influence to obtain any business or other advantage from a public or private entity TRAINING POLICIES Cepsa promotes training policies for its employees. The training programs shall encourage and uphold the principles of equal opportunities and career development and are designed and intended to help achieve the Group's objectives. Persons Subject to this Code shall play an active part in the training plans that Cepsa provides for them and shall keep their knowledge and skills up-to-date in order to attain the highest possible level of performance in fulfilling their obligations ANTI-MONEY LAUNDERING AND COUNTER-TERRORIST FINANCING Cepsa takes all reasonable and appropriate measures to avoid doing any kind of business with persons and/or entities whose aim or purpose may involve or be supportive of money laundering or terrorist financing activities. Persons Subject to this Code shall not abet, encourage or facilitate Cepsa s involvement in any business, commercial or other types of transactions whenever they know or suspect that such transactions are intended to circulate cash or other assets derived from criminal activities that appear to be legitimate throughout the financial system. Cepsa shall not own, use or transfer any goods or property resulting from criminal activities. Cepsa shall not engage in any activities intended to collect, distribute or provide funds to finance terrorist acts and/or organizations. Persons Subject to this Code who encounter or become aware of any unusual or suspicious activity that may indicate irregular payments, money laundering or terrorist financing operations must promptly report such activity to the Ethics Committee through the appropriate internal channels. DI-0001 Code of Ethics and Conduct Rev. 2 / April 2015 Managed by: Ethics Committee Validity date: November 2012 Page 11 of 12

12 4. COMMUNICATION, DISSEMINATION AND ENFORCEMENT OF THE CODE This Code will be communicated and disseminated among all Persons Subject to this Code through the usual channels. The overall responsibility of this Code shall lie with the Ethics Committee, who may, subject to the approval of the Board, amend and update it from time to time. Notwithstanding any breach of the terms of employment that may exist, failure to comply with the provisions of this Code may lead to penalties or liability claims of any nature that may apply. This Code will be published externally on Cepsa s website, in the section titled Who We Are/Corporate Governance/Code of Ethics and Conduct. 5. SUPERVISION, WHISTLEBLOWING AND COMPLIANCE As explained in section 3 above, Cepsa has established an Ethics Committee, whose functions include the general oversight of this Code and its compliance. Furthermore, all Persons Subject to this Code have a duty to encourage compliance with its contents and laws in force and to report any suspected misconduct or violation thereof. For this purpose, Cepsa has set up an Ethics Channel, which can be used to make enquiries and report suspected misconduct or violations, on Cepsa s website in the section titled Who We Are/Corporate Governance/Code of Ethics and Conduct/Corporate Ethics Reporting Channel. This Ethics Channel guarantees the utmost commitment of each and every company within the Group and Persons Subject to this Code with regard to: Absolute confidentiality of all information reported by complainants. Non-retaliation. Notwithstanding the above, personal data provided by complainants or whistleblowers may be disclosed to the administrative or judicial authorities if so requested, within the scope of any subsequent investigative or legal proceeding that may be initiated as a result of the investigation or enquiry conducted following the reported complaint. The disclosure of such data shall however be made in strict compliance with all personal data protection and privacy laws. 6. APPROVAL AND ENTRY INTO FORCE The contents of this Code shall be updated and revised periodically to meet the Group's evolving needs as a result of the inevitable process of change in society in general and in Cepsa in particular. This newly-amended version of the Code of Ethics and Conduct for Compañía Española de Petróleos, S.A.U. (Cepsa) and its Group of Companies was approved by the Board of Directors of Cepsa at its meeting held on April 22, 2015, and shall become effective on the day following its approval. DI-0001 Code of Ethics and Conduct Rev. 2 / April 2015 Managed by: Ethics Committee Validity date: November 2012 Page 12 of 12