CODE OF ETHICS AND CONDUCT - Cepsa
CODE OF ETHICSAND CONDUCTCEPSA 2017Doing the rightthing, the right wayand if you see orsuspect something,say it!
CODE OF ETHICSAND CONDUCTCEPSACONTENTS1. Introduction: our Code of Ethics and ConductMessage from our CEOOur commitment to ethics and complianceWho must follow the codeResponsibilities of our employeesEthics & Compliance OfficeReporting complaints and non-retaliationInvestigations and auditsDisciplinary actionApproval, enforcement and amendment2. Integrity with our employeesWorkplace health and safetyCommitment to human rights, labor rights and respect3. Integrity in business operationsAnti-money laundering and counter-terrorist financing measuresConflicts of interestControl, governance and compliance in our operationsFair competitionInside information and market manipulationInternational tradeEnvironmental stewardship4. Integrity in external relationshipsRelationships with partners, suppliers, customers and other stakeholdersInteracting with governmentsLobbyingGifts, hospitality, events and anti-corruption5. Integrity in safeguarding our assets and informationUse and protection of our assets and propertyConfidentiality and data privacyIntellectual/Industrial property and trade secretsMedia relations and information 2223242527282931323334351
CHAPTER 1Introduction:our Code of Ethicsand Conduct
CHAPTER 1Introduction: our Code of Ethics and ConductMESSAGEFROM OUR CEOWe are living in a time of significant global regulatory changethat aims to restore confidence of markets in companiesand public bodies, following a historical crisis of confidenceattributable to the unethical and irresponsible behavior byvarious protagonists in our society.Cepsa has shown throughout its history, that thanks to itsvalues of Safety, Sustainability, Leadership, Solidarity, andContinuous Improvement, it has managed to forge a first classreputation in the sector as an integrated energy company. Acompany cannot just say it has strong values, it must respectand be guided by them, not only its leaders but all its staffmembers, with a shared objective to guarantee responsiblemanagement of its businesses, sustainable in the long-term,and capable of creating value for all its stakeholders.Together we have embarked on an exciting project forinternational expansion in all our businesses, with the visionto be a leading global energy company of choice. This impliesthat we must live by our ethical principles, applying themwherever we operate, making our Code of Ethics part of ourcorporate identity.It will not be possible, under any circumstance, to achieveour vision and carry out our business without proper regardfor the ethical principles and the regulations we must abideby. This Code updates the rules to which we must all becommitted and are obliged to comply with at Cepsa. Thereare four key aspects that will help us to maintain high ethicalstandards in our business activities: Be familiar with this Code of EthicsApply it in our day to day activitiesAlways try to do the right thingIf you are unsure on how to proceed, ask.In short, I would like to urge you to closely read our Codeof Ethics and Compliance in order to understand ourcommitment to society and the stakeholders who interactwith the Company. At the same time, please remember thatyou can report any irregularities in our business that arecontrary to our Code through the Ethics and ComplianceChannel. We truly believe that our ethical principles and ourbehavior are decisive factors to continue generating the trustthat allows us to be an important reference in society.Pedro MiróCODE OF ETHICS AND CONDUCT3
CHAPTER 1Introduction: our Code of Ethics and ConductOUR COMMITMENT TO ETHICS AND COMPLIANCEOur Code of Ethics and Conduct (the “Code”) sets outthe fundamental principles, standards and conduct thatenable us to successfully pursue our mission, accomplishour goals and promote our values. Our Code outlines thebasic legal and ethical standards that must consistentlyguide our actions and decisions and provides practicaladvice on how to conduct ourselves in different situations.It also identifies the key components of our complianceprograms and explains where to find the appropriatesupport and guidance.Ethical behavior involves more thanjust observing the law. Our Code and itspolicies embody Cepsa’s uncompromisedcommitment to the highest standards ofethical conduct in all our actions. It tellsus what is expected and required of us inour work and the way we interact with ourstakeholders, and affirms our pledge to actresponsibly and with integrity at all times.The Company’s values serve as the foundation of ourconduct and decision-making in our day-to-day work,wherever we operate, making sure that we alwaysuphold the principles of transparency, integrity, honesty,respect and equality and obey the law, the Code and otherCompany policies and procedures. The five core values thatunderpin our Code are: SAFETYSafety is the cornerstone of our activities; we make anunwavering commitment to protect the people we dealwith on a daily basis – our employees, business partners,contractors, suppliers, distributors, customers andneighbors - and to ensure the operational integrity andreliability of our facilities and processes; we aim to meetthe highest standards of operational excellence and bestpractices, relying on prevention as the key to eliminatingrisks and hazards and promoting a safety culturethroughout our organization and beyond. SUSTAINABILITYWe seek to contribute to economic prosperity throughthe long-term sustainable growth of our businesses in away that is socially and environmentally responsible; werespect and care for the environment and the welfareof society as a whole, focusing particularly on thecommunities where we work and live; and we maintainrelationships based on ethical conduct, trust andtransparency with our stakeholders. CONTINUOUS IMPROVEMENTWe develop and retain talent and expertise, embeddinga culture of excellence across the organization; wefocus on consistently delivering operational reliabilityand efficiency; we rigorously comply with the law andimplement effective measures and controls to preventpossible irregularities or misconduct. LEADERSHIPWe conduct ourselves with honesty, integrity and respectfor others; we work with care, take responsibility for ouractions and follow through on our commitments; we help,drive, motivate and inspire one another as a basic key toour success and boldly, decisively and innovatively searchfor new ideas and opportunities. SOLIDARITYWe uphold the value of teamwork, endeavoring to dowhat is best for the overall interest of Cepsa, throughcooperation among our different areas and closeand productive relationships with our customers andsuppliers, always maintaining a positive and respectfulattitude towards one another.4
WHO MUST FOLLOW THE CODEOur Code of Ethics and Conduct applies to all directors,managers and employees of Cepsa and subsidiaries of theCepsa Group, understood to be companies in which Cepsahas a controlling interest (“Cepsa” or the “Company”),regardless of the type of employment contract they have.Such persons will collectively be referred to as “employees”in the Code.Cepsa operates in countries around the world where locallaws or customs may require special guidance in additionto what is provided in our Code. In instances where theremay be a discrepancy between a local requirement and ourCode, the most stringent standard shall apply and under nocircumstances shall any practices or behaviors violate ourprinciples or the Code.In companies where Cepsa has a non-controlling interestand which are not subsidiaries of the Cepsa Group, everyreasonable effort will be made to ensure that either theyadopt our Code or have ethics programs in place that areconsistent with our standards.This Code is supplemented by a set of related policies,available on the corporate intranet, that offer additionaland more detailed guidance on what to do and how to actin the most difficult and challenging situations. AlthoughCepsa makes every effort to provide employees with clearguidelines on their obligations and responsibilities, it cannotaddress every single situation. The absence of explicitguidance on a particular situation does not exempt anyonefrom their responsibility to obey the law and uphold thehighest standards of ethical conduct at all times.Third parties (consultants, partners, non-operated jointventures, contractors, suppliers and their related entities)who work for or on behalf of Cepsa must also act in amanner that lives up to our Code and its principles. For thisreason, we expect and must do our best to encourage suchthird parties to develop and implement ethics programsand standards that are aligned with ours. In cases whereCepsa believes that such persons have failed to complywith our policies or their contractual commitments, itreserves itself the right to take the appropriate actions.CODE OF ETHICS AND CONDUCTWhere you feel you need more specificguidelines on what to do in a given situation,ask for help from your supervisor/linemanager and/or the Ethics & ComplianceOffice (canaletica@cepsa.com).5
CHAPTER 1Introduction: our Code of Ethics and ConductRESPONSIBILITIES OF OUR EMPLOYEESAs Cepsa employees, we should alwaysact with honesty and integrity even underdifficult or compromising circumstancesor outside pressures. Doing the right thingis not always easy or straightforward.Whenever in doubt, ask yourself thefollowing questions:Your responsibilities as a Cepsa employee with regard toour Code are to:1. Is it legal? Complete the ethics training provided by the Companyand make sure you adhere to the Code.2. Is it consistent with our valuesand principles? Demonstrate, through your words and actions,your commitment to integrity, ethics, compliance,transparency, honesty, respect and care for theenvironment, always acting in a safe, ethical, professionaland responsible manner. Let your actions speak for you.3. D oes it comply with both the letterand spirit of our Code?4. I s it allowed under our Company’spolicies and procedures?5. W ould I feel comfortable if my actionsor decisions were publicly known orended up in the news?6. W ould I be able to openly talk about oradmit what I’m doing without feelingashamed or embarrassed?If your answer to any of these questionsis “no”, take a moment to discuss yourconcerns with your supervisor/linemanager and/or the Ethics & ComplianceOffice so they can give you theappropriate advice on how to proceed.If you are not in a position to removeyourself from the situation, use yourbest judgment on the appropriate actionkeeping in mind that the wrong actionmay carry significant consequences.6 Read, familiarize yourself with and understand theCode. If you are unsure or have questions, seek advicefrom your supervisor/line manager and/or the Ethics& Compliance Office through the Ethics & ComplianceChannel (canaletica@cepsa.com). Be a spokesperson for our Code, encouraging bothemployees and other parties to abide by it. Be aware of and follow Company rules and policiesand any laws and regulations that apply to yourprofessional activities. Always avoid any type of activity that could be unethical,illegal or damaging to the Company’s reputation. Identify and properly manage the risks related toyour responsibilities. Ask for advice whenever you are in doubt or faced with anethical dilemma. Provide your fullest cooperation with investigations andaudits by volunteering any truthful information you may have. Notify the Ethics & Compliance Office on any actual orsuspected violation of the Code.
ETHICS & COMPLIANCE OFFICECepsa’s Board of Directors, through its Audit, Complianceand Ethics Committee, is responsible for ensuring that thereis an effective ethics and compliance program in place. Theoversight of the ethics and compliance program has beenentrusted to the Ethics & Compliance Operating Committee.The role and responsibilities of the Ethics & ComplianceOperating Committee are to analyze, address and resolveany and all ethical dilemmas or concerns that arise and areinvestigated; and to ensure that the way Cepsa conducts itsactivities and business is fully compliant with all applicablelaws and regulations and with its own internal policies andprocedures, and that we uphold the values of businessintegrity in all of our operations, in accordance with theethical standards and commitments determined by theBoard of Directors.The Ethics & Compliance Operating Committee iscomposed by the Chief Financial Officer, GeneralCounsel, Human Resources Director, Health, Securityand Environment (HSE) Director, Communications andInstitutional Relations Director and the Internal Audit,Compliance, and Risk Management Director, who chairs theCommittee.The Head of the Ethics & Compliance Officeacts as Committee Secretary.CODE OF ETHICS AND CONDUCTThe Ethics & Compliance Office is responsible fordesigning, developing, implementing and supporting theCompany’s ethics and compliance program.The Ethics & Compliance Office, insofar as permitted byapplicable laws, has access, through the Chair of the Ethics& Compliance Operating Committee, to any information,documents and Minutes of the meetings of the Company’sgovernance, oversight and control bodies, as well as todirectors, senior managers and employees of the Group, asmay be necessary to exercise its duties.The Ethics & Compliance Office shall be assignedthe necessary human and material resources to fulfillits responsibilities.The Ethics & Compliance Office, through the Ethics &Compliance Operating Committee, shall report to the Audit,Compliance and Ethics Committee whenever necessary orrequired, and at least once a year, on the measures adoptedto ensure compliance with our Code, the Company’spolicies and regulations and applicable laws, and on theconclusions of its reviews.7
CHAPTER 1Introduction: our Code of Ethics and ConductREPORTING COMPLAINTSAND NON-RETALIATIONEach one of Cepsa’s employees is responsible forprotecting the Company’s integrity and reputation.Whenever you come across a possible violation of theCode, internal regulations or applicable laws, it is yourduty and obligation to report it as promptly as possible inany of the following manners: B y notifying your supervisor or line manager, so that theperson in charge of your area can immediately submit theinformation to the Ethics & Compliance Office. B y contacting the Ethics & Compliance Office through theEthics & Compliance Channel: canaletica@cepsa.com.We strongly encourage you to submit, ingood faith, any ethics-related questions orconcerns you may have. Complaints mustbe reported without fear of retaliation.Cepsa will not tolerate or permit any form of retaliationdirected against anyone who raises a concern in goodfaith about a possible violation of the Code or any internalpolicies or regulations or applicable laws, or against anyonewho cooperates with an investigation. In fact, any adverseaction or threat of retaliation against any Cepsa employeewill be treated as a serious violation of our Code and besubject to disciplinary action.“Good faith” communication is understood to be anyinformation provided truthfully, fully and accurately, evenif it is subsequently proven to be untrue as a result of aninvestigation. “Bad faith” communication, on the otherhand, means any information provided that is intentionallyfalse or meant to discredit others, which can result indisciplinary action.Cepsa undertakes to guarantee theabsolute confidentiality of a complainant’sidentity, to the extent legally permitted.This type of information is only shared on a need-to-knowbasis with persons involved in processing a complaint, whoare obligated to keep all such information strictly confidential.Notwithstanding the above, as part of an investigation,a complainant’s personal data may be submitted to lawenforcement officers upon request, ensuring in such casesthat the applicable privacy laws are observed.8INVESTIGATIONS AND AUDITSIt is the responsibility of employees to willingly cooperatewith investigations and audits carried out by Cepsa byproviding truthful, clear and complete information.With regard to investigations and audits, you must never:1. D estroy, tamper with, conceal or withhold documentsor data.2. P rovide incomplete, false or misleading statementsabout events or people under investigation or audit.3. C onduct an investigation on your own and withoutinvolving the Ethics & Compliance Office, which isin charge of providing the necessary and sufficientresources for each case being investigated.
DISCIPLINARY ACTIONOur Code is ranked at the highest regulatory level withinCepsa. By working for or on behalf of Cepsa, you agree torespect our commitment to ethical conduct.Persons who violate our Code, our internal rules orpolicies or applicable laws could be endangering theCompany and as a result, may be subject to disciplinarymeasures or penalties.Disciplinary action may also be taken against:1. P ersons who do not take the necessary care or diligenceto report a violation;APPROVAL, ENFORCEMENTAND AMENDMENTThe contents of this Code have been prepared with the helpand support of the Company’s executive leadership as wellas its most representative trade unions.This Code was approved by the Board of Directors of Cepsaat its meeting held on September 20, 2017, and shallbecome effective as of the date of its approval.It shall be revised from time to time and amended andupdated accordingly, following the same procedures usedfor its preparation, to reflect the inevitable process ofchange in society in general and in Cepsa in particular.2. Persons who fail to cooperate with an investigation andspecifically those who destroy or try to withhold relevantevidence or information for an investigation or providefalse, incomplete or misleading information.3. Managers or supervisors who attempt to retaliateagainst someone who has reported, in good faith, asuspected violation or who is cooperating with aninvestigation in his or her area.9CODE OF ETHICS AND CONDUCT
CHAPTER 2Integritywith ouremployees
CHAPTER 2Integrity with our employeesWORKPLACE HEALTH AND SAFETYWHAT TO KNOW:Cepsa is committed to providing a safe,secure and healthy workplace for all ouremployees and any other persons workingat or visiting our facilities. C epsa places the highest priority on occupational riskprevention and extends this concern to our employees’lives outside working hours. W e are all responsible for ensuring that our operationsand workplaces are safe and that we have the requiredknowledge, training and awareness to properly addresshealth and safety issues that may arise. C epsa’s suppliers, contractors and subcontractors mustalso guarantee that they have implemented workplacehealth and safety policies, procedures and standards thatare consistent with ours. Always use the required safety equipment and do nottamper with safety systems or equipment. Be aware of what is going on around you and report anyaccident, incident, injury, illness or unsafe condition youmay see to your supervisor/line manager or local HSEunit immediately, without assuming someone else hasalready reported it. Take part in occupational health and safetytraining activities.WHAT TO LOOK OUT FOR: Any hazardous or unsafe conditions or practices at yourplace of work, such as improper use of safety equipment,risks of exposure to electrical or chemical substances orblocked emergency exits. The implementation of new projects possibly involvinguncontrolled safety risks that could lead to personal injuries. C epsa’s suppliers, contractors and subcontractors mustguarantee compliance with workplace risk prevention anduphold this commitment contractually. C epsa is a drug and alcohol-free workplace. Theconsumption of alcohol and the use, possession ordistr
1. Introduction: our Code of Ethics and Conduct Message from our CEO Our commitment to ethics and compliance Who must follow the code Responsibilities of our employees Ethics & Compliance Office Reporting complaints and non-retaliation Investigations and audits Disciplinary action Approval, enforcement and amendment 2. Integrity with our employees
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