Ethical code

"THE ETHICAL CODE IS THE INTERNAL RULE OF INCREASE THE PRINCIPLES, VALUES AND GUIDELINES OF CONDUCT THAT SHOULD GUIDE THE BEHAVIOR OF ALL PERSONS RELATED TO TOSACA IN THE DEVELOPMENT OF THEIR PROFESSIONAL ACTIVITY AND THE INTEGRATION OF ALL COLLECTIVE IN CULTURE CORPORATE”

Within the scope of its obligation and commitment to monitor and control regulatory changes and new market requirements, the Administrative Body considering the reform of the Criminal Code, carried out by Organic Law 1/2015, of March 30, which Entered into force last July, has decided to elaborate a compendium of rules of internal order, with the purpose of safeguarding the legal order within the company and for its managers and employees.

For this purpose an ethical code is developed, to respect in the progress of the entity with a monitoring and control system periodic meetings for that purpose as well as for its improvement and complement as a result of the daily experiences of the entity.

OBJECT:
This ethical code of conduct constitutes an express declaration of the values, principles and guidelines of conduct that must guide the behavior of all persons of TOSACA, in the development of their professional activity, the effective fulfillment of human and labor rights and the Integration of the whole group of people, with its complexity and diversity, in the corporate culture. These Standards are intended to establish a deontological guide that guides all managers, employees in general and any person who collaborates, provides services and is related to or linked to TOSACA, SA, as subsequently defined as "Obligated Persons ", For the purpose of control and prevention of any kind, whatever its nature, illegal criminal or fraudulent act.

PURPOSE:
In this sense, the company through the Code of Ethics, what it mainly seeks is:
· Disseminate the values, principles and purposes that govern the company's activity in respect of human and social rights
· That all members who work in the company and / or relate to it, must obligatorily accept and adhere to the practices detailed in the Code.
· That all users can exercise the principle of diligence for the prevention, detection and eradication of irregular behaviors, and thus contribute to the process of critical reflection and transformation of company values, making use of the necessary mechanisms to show how many incompatibilities arise With the ethical code and the laws.
For any communication concerning this Code, a complaint platform has been authorized for use.
These Rules are effective as of the date of their approval by the administrative body at which time they will proceed to their communication to the Obliged Persons and to urge their express adherence.

OBLIGATED
The term "Obligated Persons" is addressed to the Code of Ethics of the company, this term includes employees who must know and accept their content and be obliged to comply with them at the time of their incorporation to the Company, suppliers, subcontractors, customers, and third parties Which maintain legal relations will be protected by the principles of this Code as soon as they are applicable after its approval by the Administration body.

I. Employees / Managers
All employees, irrespective of the hierarchical level and the departmental area to which they belong, shall ensure compliance with the legislation and regulations in force at the place where they carry out their activity and taking into account all the express prohibitions contained in this standard.

In turn, it establishes policies that support the internal diversity and well-being of all corporate levels, through the following practices:
· Achieving balance and reconciliation with the personal and family environment of the employee, establishing the appropriate formulas for human resources management required.
· Sufficient formative plans adapted to the needs of the staff and a constant commitment of the employee with himself and with the Company aimed at updating and increasing his training, in order to achieve his full professional development and the achievement of his personal goals.
· A correct policy of prevention of occupational risks and contribution of the necessary resources for their fulfillment.
· Adequate information on best practices, values, mission and the importance of their involvement in the aims of society.

Representatives of the Society
Individuals who act as representatives of the company will observe the rules of this Code and promote the application of its principles in those societies and entities in which they represent society.

Suppliers
The company has established an optimal selection criteria that guarantee an objective and transparent evaluation of the contracted suppliers. The main aspects that are taken into consideration in order to achieve optimal standards in the provision of the service and / or product are the following:

· Quality of the acquired good or the service received.
· Technical solvency of the supplier.
· More favorable economic conditions. Previous experiences or previous relationships with society
The aforementioned criteria will be evaluated in a comparative manner by requesting as many offers as are necessary to reach the best hiring possible.
The final selection must be justified in such a way as to ensure that an objective and transparent evaluation is carried out.
In addition, this Code is binding for companies that provide any service, as a guarantee for the company of an alignment of values and commitments that ensure a transparent, truthful relationship based on honesty and good practices.

In no case will be personal aspects of any of the parties, such as:
· It is prohibited to receive illegal commissions, bribes or prizes / gifts that may be interpreted as exceeding commercial practices or courtesy. It is mandatory, therefore, the assessment of aspects that are opposed to objective criteria of evaluation.
· Receive some type of personal, subjective or family benefit derived from the hiring process and away from the objective of it.

Customers
The satisfaction of the customer is based on the good work done in the execution of the product, with fulfillment of the deadlines and immediate response to the incidences that the installation of the product as well as its after-sales service.

Other Interest Groups
Those persons who, in addition to this Code (due to other norms, codes, programs or policies of a sectoral nature or derived, among other possible factors, from the national legislation of the countries in which they carry out their activity), may be Other standards, appropriate coordination shall be established so that such standards, policies or systems are consistent with this Code.

In case of doubt as to which standard to be observed, the Audit Committee will be consulted, following in any case the criterion of application of the strictest standard.

The values of THE COMPANY are based on the strictest sense of responsibility and ethics. These two integral aspects of the philosophy of society are concretized and materialized in the following statements:

I. Impulse of the preventive culture "Zero Tolerance".
II. Honesty.
III. Leadership.
IV. Dynamism.
V. Excellency.
VI. Care of the people who work with us.
VII. Integrity and Efficiency.

These values are reflected in practices based on respect for people, that is, respect for human and labor rights, establishing sufficient control to prevent, detect and eradicate violations of workers' rights, including workplace harassment, any Form of discrimination or illegal employment.

These values are reflected in practices based on respect for people, ie respect for human and labor rights, establishing sufficient control to prevent, detect and eradicate violations of workers' rights, including harassment at work, any Form of discrimination or illegal employment.

By way of illustration, they are listed to practices and actions that within the framework of the current legality, are considered in any case prohibited to be carried out by the Obliged Persons in the development of their activities for the company:

· Prohibition of fraudulent practices or deceptive promises.
· Prohibition to benefit from particular opportunities.
· Prohibition of bribery, corruption and illegal commissions.
· Prohibition of making use of internal information to favor particular interests.
· Prohibition of contributions to political parties or organizations
· Control of donations to charities, sponsorships and collaborations.
· Prohibition of money laundering.
· Prohibition of accepting gifts or invitations in the performance of the activity.
· On the contrary, prohibition to offer gifts or invitations to third parties.
· Guarantee of independence of employees.
· Defend and protect the reputation of the Society, being aware of our responsibility as ambassadors of the brand and its values.
· Properly and carefully handle the internal information provided to us in order to perform our work, especially when sensitive, strategic or confidential.

The basic principles of recruitment will be as follows:

· Strengthen transparency and non-discrimination, giving all providers the possibility of being equal opportunities and in an honest and open professional framework.
· Encourage rigorous compliance with contractual conditions, current legislation and applicable regulations and procedures, in addition to complying with the obligation to adhere to this code and the regulations that are part of it.
· Promote a long-term stable relations policy, based on the requirement of maximum quality and transparency.
· Ensure that suppliers provide the necessary quality accreditations and adhere to this document as a guarantee of good practice in professional relations.

Fundamental Principles of Customer Relations:

· Confidentiality and maximum protection of the data that the clients provide to the Company.
· Close, personalized, respectful and non-discriminatory.
· Transparency and adequate information for contracting.
· Adequate after-sales service.
· Communicate and market our products and services in an honest and ethical way, avoiding deceptive advertising actions.

ANTI-CORRUPTION POLICY:
Managers and employees, as well as any external person who provides services to the Group, in its relations with the National Public Administrations, third countries and International organizations, as well as with other individuals, must behave in such a way that they do not induce a public official, authority or individual to violate their duties of impartiality or any legal precept.

This Code shows a commitment to the absolute rejection at all organizational levels of any behavior of bribery and corruption and strict compliance with the law.

From this stated commitment, the following obligations arise:

· The absolute prohibition of offering any public official, authority or individual, directly or indirectly, any kind of gift, compensation of any other kind or improper advantage, in order to violate their obligations to favor any Group company.
· The prohibition also extends to the case where a previous request of a public official, authority or private person is taken care of.
· The prohibition to carry out any type of behavior or activity intended to unlawfully influence the behavior of a public official or authority to adopt or not to adopt a decision that could favor any company of the Group.
· The prohibition of receiving, requesting or accepting a benefit of any unjustified nature, in order to favor against third parties to whom it grants or expects the benefit or advantage in breach of its obligations.

In short, the society does not admit the realization of any gift, invitation or attention to authorities, public officials or individuals. The opinions of this policy shall be enforced at all times.

In order to strengthen compliance with the anti-corruption policy, a complaint mechanism will be established so that indications of non-compliance in the Company will be investigated.

INDUSTRIAL PROPERTY
It is the obligation of the Obliged Persons to maintain strict confidentiality and secrecy of the information of the Company and its Group, not disclosing it to third parties nor to the employees to the extent that they do not need it for the performance of their activity.

To these effects, it understands by Confidential Information, as much technical and commercial information refers to:
· The products and methods of the Society
· Codes, regulations and general rules of the company and therefore, among other possible, those referred to in these Rules and this Code itself.
· All contractual information.
· Accounting and economic information of the Company.
· Internal reports on economic, technical or process evaluations of the company.
· Personal information of the employees or third parties with whom the Company is related.

It is essential to protect the Intellectual and Industrial Property of the company including know-how or knowledge not subject to registration, with an obligation to report and take measures to mitigate damages, in case of any violation of these assets.

These Rules are effective as of the date of their approval by the Board of Directors, being obligated to comply with the Obliged Persons, until such time as they are known by them.

To these effects, they will be communicated through the internal channels of the company, through the corporate website and by sending by email to all department heads.

In addition, adequate mechanisms will be established to ensure adherence to the Code by the Obliged Persons, through its express acceptance as an attachment to the signature of the contractual relations with the Company.

The Audit Committee will develop these Standards, being able to modify, clarify or rectify them. Likewise, the Commission, through the delegation of functions to the Internal Auditor and / or the Ethics Committee, will ensure that the content of the Code is updated in accordance with the relevant changes, so that it does not lose its effectiveness over time as a first-ranking rule from the company.

COMMUNICATION CHANNEL AND COMPLAINTS.

In order to comply with the provisions of this Code, a Complaints and / or Consultation Channel is established that will allow the Obliged Persons to communicate in a confidential and highly secure manner, the facts or acts that imply breach of this Code or Any other irregularities that could imply a high risk in the company or, to make consultations to solve related issues.

This complaint will come directly to the figure named Officer of Management of the Ethical Channel, as external lawyer, independent and independent of The Company.

The Management Officer must inform the Internal Auditor and Ethics Committee of any issues that require immediate action, establishing a confidentiality filter that ensures maximum protection of the identity of the complainant.

This guarantees the confidential treatment of the information received and the identity of the complainant, TOSACA, S.A., firmly undertakes that there will be no retaliation for denouncing the irregularities and having participated in the investigation process should it have been requested.

This Complaint Channel is designed to communicate irregularities related to all aspects contemplated in this Code, whatever its nature.

The denunciations must be made in writing, identifying the complainant and attaching proof of the denounced fact, by completing a form enabled for the users in the following link:

Review / Update
These standards, as well as all those documents that are included in the Manual of Legal Prevention of TOSACA, S.A., must be subject to periodic verification through updating procedures. Its eventual modification will pursue a suitable adaptation to the reality of the company, in particular, when relevant violations of their provisions become apparent, or when there are changes in the organization, in the control structure or in the developed activity that makes them necessary. The periodicity of updating will be at least annually, without prejudice to what is eventually available and to respond to specific needs of the Audit Committee and delegation of functions to the Internal Audit Manager.