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Message from the Board of Directors
Taking on the challenge of anticipating the adversities our clients may face inspires and guides us to make the best decisions. OINCI understands that the behavior of its team members will define the most efficient energy outcome, and will help the company become recognized for the quality of its relationships with its business environment, including its clients and suppliers, among others.
For this reason, the Business Ethics Code is our invitation to all OINCI team members to enthusiastically embrace the commitment to carry out upright professional work, aligned with the highest ethical standards and the scope of our business objectives, with the purpose of working every day to elevate the prestige of the company.
How this Code Relates to National and International Regulations
If the provisions of this Code conflict with a constitutional, legal, regulatory or any other type of regulation in any of the countries in which Construcciones OINCI operates, team members must comply with such regulations and consult with the Legal and/or Regulatory Compliance Department (Compliance) on the appropriate interpretation and application of this Code in harmony with those regulations.
Likewise, if the provisions of this Code conflict with a local custom or policy, team members must comply with this Code and, in the event of any doubt regarding its application, must report the situation to the Legal and/or Regulatory Compliance Department (Compliance) to obtain certainty and grounds for any action to be taken. It is reiterated that interpretations of the Ethics Code made by this Department must be elevated for ratification by the Board of Directors.
Why Do We Need a Business Ethics Code?
We wish to provide guidance to our team and our allies on how to align their conduct with the principles and values that must govern each individual in the exercise of their corporate functions, establishing an ethical behavior reference for individuals and entities that maintain any kind of relationship with Construcciones OINCI.
Since the Code defines a general framework, each team member is obligated and committed to complying with and enforcing the legal order of the country where they are located or operate, whether it involves constitutional, legal or regulatory standards, with the understanding that ignorance of the regulations does not excuse non-compliance. It is the responsibility of each individual to know and understand Construcciones OINCI's policies and the laws and regulations applicable to their job responsibilities.
Who Must Comply with this Code?
Every Construcciones OINCI team member assumes this Code as an internal standard, and non-compliance is classified as a serious breach of the obligations imposed by any contractual relationship and must always be made known as such. The team is understood to comprise: the Board of Directors, advisors, counselors, employees, executives, supervisors, as well as the company's agents, attorneys-in-fact and commercial factors.
Therefore, the Code urges team members to maintain a vigilant attitude toward situations that raise doubt within the scope of their compliance. It establishes as a best practice that each member participate in specific efforts to regularly communicate to other members, clients and suppliers any applicable standards and the most appropriate ways to implement them, ensuring a positive organizational climate that fosters good relationships among all parties involved.
Construcciones OINCI's Principles and Values: Our Compass When Doing Business
Construcciones OINCI seeks to operate under the principles of Transparency, Compliance, Sustainable Development, Leadership, Cooperation and Service. In our understanding of business, these are the principles that align with the values of Integrity, Respect, Loyalty and Honesty.
Guided by the ethical principles of loyalty and good faith of all those involved, and applying the right to demand behaviors consistent with these principles. Encouraging every team member, in the performance of their duties, to act in accordance with the Organization's values, with equanimity in all decisions and matters in which they must intervene.
Confidentiality and Data Management
The team will maintain absolute confidentiality regarding all information handled by Construcciones OINCI, its suppliers and its clients. Additionally, team members will uphold the professional secrecy inherent to the various professions involved, as well as any other confidential data, unless a competent authority requests specific information within the scope of its jurisdiction. No team member shall use for personal gain or for third parties any information obtained through the exercise of their functions, duties or work.
It is understood that the team will be responsible for the preservation, integrity, proper custody, security and confidentiality of documents and all other forms of information records used in the workplace, during or outside working hours, and the handling of personal data must be guided by Construcciones OINCI's data protection policy.
All team members and suppliers must safeguard any information they receive, send or handle, preventing its use or disclosure from causing any harm to Construcciones OINCI, its clients, suppliers or third parties. In particular, Construcciones OINCI's team and suppliers must obtain prior authorization from the Legal and/or Regulatory Compliance Department (Compliance) before disclosing or using any information for purposes other than Construcciones OINCI's operations.
Likewise, team members commit to:
- Not extracting or transmitting documents or information, recorded in any medium, related to the business or affairs of Construcciones OINCI or its clients.
- Ensuring that mass email communications will strictly address work-related matters, protecting the reputation of Construcciones OINCI.
- Not sending Construcciones OINCI information to personal email accounts or to third parties unrelated to Construcciones OINCI.
- Not using the corporate email account for purposes other than those related to the functions of the position for which they were hired.
- Avoiding comments in any public intervention that could lead to misunderstandings about Construcciones OINCI, taking the utmost care to preserve the company's image and reputation in all professional activities.
- Not disclosing, directly or through a third party, including through media and social networks, any information related to Construcciones OINCI.
- Not using the name of Construcciones OINCI in talks, conferences, messages through any communication channel or social network, or public events of any kind.
Important. Any person or entity that ends their employment or professional relationship with Construcciones OINCI shall refrain from using for any purpose or providing to third parties any information obtained during their association with Construcciones OINCI. Reports, proposals, studies, programs, lists and any other matter derived from the provision of their services shall remain the property of Construcciones OINCI, and the departing person or entity may not copy, reproduce or transmit them in any form without the express authorization of the Board of Directors.
Conflicts of Interest
A conflict of interest is a situation in which an individual's judgment or decision may be influenced by an economic or personal interest. Our Code recognizes that a conflict exists when the interest of a team member, supplier or client interferes, or could in any way interfere, with the interests of Construcciones OINCI.
We expect team members and their suppliers to maintain loyal behavior toward the company and to never promote actions or maneuvers that contradict this principle, preserving an attitude that strengthens integrity when faced with conflicts of interest that may make objective and correct decisions difficult in carrying out work at Construcciones OINCI effectively and transparently.
To mitigate the risk posed by conflicts of interest, team members commit to being diligent in their duties and orderly in their job activities, encouraging scrupulous conduct that does not create any ambiguity or confusion between personal or third-party interests and those of Construcciones OINCI, its clients or suppliers.
Accordingly, team members will provide their services in an efficient, impartial and relevant manner, refraining from taking advantage of the position they hold within Construcciones OINCI, whether to obtain material or other benefits for themselves, their relatives or third parties, whether natural or legal persons, or to cause harm. Team members shall refrain from intervening in Construcciones OINCI's affairs to the extent that they have any personal interest, direct or indirect, whether when issuing opinions required by their functions, or when making decisions about any type of operations, credits, awards or contracts.
Business Relationships
Team members will maintain transparent relationships with Construcciones OINCI's suppliers/contractors, clients and third parties, ensuring corporate integrity and honest conduct consistent with the principles set out in this Code. Therefore, every member who has contact with suppliers or clients must ensure that they are aware of and comply with the practices established herein.
Suppliers and clients are advised that, should conflicts of interest arise with the services provided to Construcciones OINCI and third parties, the situation should be brought to the attention of the Board of Directors so that, respecting due confidentiality and privacy, the relevant mediation measures can be adopted for the mutual benefit of Construcciones OINCI and those involved.
Teams involved with Construcciones OINCI must report any such developments to their supervisor. In particular, the following situations shall be considered reportable:
- Conducting commercial transactions between employees, clients and/or suppliers that could influence the operations of Construcciones OINCI.
- Carrying out any activity in a personal capacity or through a third party that harms the collective interests of Construcciones OINCI.
- Acting directly or indirectly in the development of activities that result in personal or group benefit for Construcciones OINCI employees or a third party.
- Acting as administrator of personal businesses, investments or companies to the extent that it negatively affects the performance of their duties and/or the interests of Construcciones OINCI.
Family Ties
Team members acknowledge and accept that it is incompatible to work in the same Department or in Departments sharing the same administrative or supervisory line, as well as in areas where a family tie could generate influence or benefits of any nature, as this constitutes a Conflict of Interest and could call into question their personal integrity and ethical conduct with Construcciones OINCI. A family tie shall be understood as a spouse or person with whom a similar romantic relationship is maintained, ascendants or descendants, and collateral relatives up to the 4th degree of consanguinity or 2nd degree of affinity.
Team members who become aware that a natural or legal person with whom they have a direct or indirect relationship provides or is about to provide services to Construcciones OINCI must notify the Legal and/or Regulatory Compliance Department (Compliance). They must also refrain from mixing their private life with the performance of their duties, and must notify their immediate supervisor when a family or emotional relationship arises with clients, suppliers or other persons with any connection to Construcciones OINCI.
Gifts, Presents and Courtesies
Team members shall refrain from accepting or receiving by any means, directly or through a third party, gifts, gratuities, favors, entertainment expenses or special services, whether in cash or other securities, by deposits, transfers, credit card payments or any other method, related to the activities, services or operations provided by Construcciones OINCI, from natural or legal persons seeking to obtain any benefit, preferential treatment, favor or undue advantage from them or from Construcciones OINCI.
Team members shall not offer gifts, favors, entertainment expenses or services of Construcciones OINCI in order to obtain benefits for themselves, for third parties or for Construcciones OINCI. In any case, team members must consult the internal regulations issued by the Legal and/or Regulatory Compliance Department (Compliance).
Team members who, in the exercise of their duties, have dealings with State institutions or officials must at all times comply with the provisions of this Code and maintain an attitude of honesty and probity.
What Do We Consider Acts of Corruption?
In general terms, "corruption" refers to obtaining, or attempting to obtain, a personal benefit or commercial advantage through improper, undue or illegal means. For the purposes of this Code, the following shall be considered acts of corruption:
- Making improper payments, which may include unearned commissions or rebates; donations or loans of company property or company personnel services.
- Incurring or paying expenses on behalf of another person and reimbursing company officials, employees or agents for payments made by them on behalf of the company.
- Attempting or executing acts of corruption or improper payments to public or private officials.
Procurement, Competition and Privileged Information
Team members will ensure that Construcciones OINCI and its clients conduct a fair and non-discriminatory supplier selection process in compliance with our internal policies. Therefore, team members must not manipulate procurement criteria to favor a particular supplier, nor disclose confidential information about one supplier to another, whether a previously associated or a new supplier, without the proper authorization of the Legal and/or Regulatory Compliance Department (Compliance).
The team must select the supplier offering the best conditions to meet the required need, ensuring that the supplier is aware of the conduct standards described in this Code and the commitment to compliance established in the contract signed with Construcciones OINCI.
Transparency
The Team commits to promoting the integrity and transparency of Construcciones OINCI's activities, which involves observing at all times the policies and procedures related to the prevention of actions that, by act or omission, could be considered as price manipulation, misleading advertising, rumor-spreading, inappropriate use of privileged information or restriction of free competition.
In this regard, team members must report to the Legal and/or Regulatory Compliance Department (Compliance) when situations arise related to:
- Sharing competitive information that could be considered a prohibited practice, harming free competition, likely to violate agreements, as well as exchanges of information on prices, conditions, wages or market distribution.
- Sharing non-public information about team members or third parties connected to Construcciones OINCI with competitors, in a manner that encourages bid manipulation, limiting free competition through bid comparison, prearranged or non-competitive bids.
- Attempting to obtain non-public information about competitors through new hires or job candidates.
- Entering into agreements and undertaking commitments with competitors or counterparts that result in any anti-competitive behavior, including, among others, price-fixing or the allocation of clients, suppliers or markets.
Money Laundering
Entities that handle funds are permanently subject to attempts by criminal organizations to circumvent their controls and conduct operations. In response, team members are committed to the prevention and control of money laundering and other criminal activities, aligning their activities with the law and internal regulations and instructions, aware that one of their primary duties is to ensure that Construcciones OINCI does not, directly or indirectly, support the concealment of funds derived from illegal activities.
Therefore, team members must promptly notify their supervisor and the Legal and/or Regulatory Compliance Department (Compliance) directly in order to initiate the corresponding protocols, providing all details of the operation, with the unavoidable obligation not to alert the client or service provider about the inquiry being conducted, when faced with any complex, unusual operation, or one that, due to its characteristics, amount, nature, or the characteristics of the persons carrying it out, is suspected of being related to Money Laundering from any type of crime or Terrorism Financing.
Team members who have well-founded suspicions that a team member is involved in any money laundering or terrorism financing activity must immediately report it to their supervisor and the Legal and/or Regulatory Compliance Department (Compliance), the unit responsible for analyzing, controlling and detecting money laundering, identifying all information related to operations or events that may be linked to this crime.
What Do We Consider Money Laundering Activities?
Any activity showing signs of a lack of integrity that promotes unusual or unidentified payments beyond the terms specified in the contract or agreement signed between the parties to the transaction, and that threatens the corporate interests and image of the company, shall be considered a money laundering activity. It is the duty of team members to report to the Legal and/or Regulatory Compliance Department (Compliance) when the following situations arise:
- Cash payments.
- Payments made to third parties.
- Payments made by third parties.
- Extraordinary payments.
- Payments to accounts other than those of the person or entity involved in the transaction.
- Payments to entities in which, due to their legal structure, it is not possible to identify their partners or ultimate beneficiaries.
Transaction Control and Financial Records
Team members must maintain accurate and transparent records of the operations in which the company is involved, supporting their activities with reasonable and sufficient documentation to reinforce the credibility and integrity of Construcciones OINCI's records. Their records should include all relevant documentation from clients, suppliers or other third parties participating in such transactions, and any discrepancies in the records must be resolved by informing the Board of Directors and the Legal and/or Regulatory Compliance Department (Compliance).
All monetary funds, bank accounts and other business-related accounts must be transparently disclosed in Construcciones OINCI's accounting books to maintain their integrity, and this information must be fully available to the Board of Directors, the Legal and/or Regulatory Compliance Department (Compliance), auditors (internal and external) and State authorities.
Only the Legal and/or Regulatory Compliance Department (Compliance) is authorized to respond to and address any information related to our company published by the media. Because we support transparent communication and respect for our shareholders, we respond positively to actions that affect us both internally and externally.
Procedure and Means for Reporting Concerns and Incidents
Incidents arise when team members wish to express an opinion to their superiors or to the authorities, or have knowledge or well-founded suspicion of conduct, actions or behaviors contrary to the principles and values underpinning this Code, including abuses of authority. To report an incident, team members will have direct access to a communication channel with the Legal and/or Regulatory Compliance Department (Compliance) and Construcciones OINCI's ethics committee.
No individual shall be subject to persecution or threats for filing a good-faith report of suspected violations or breaches of any regulation or this Code. All communications arising from the incident reporting and investigation process are strictly confidential, and their disclosure shall be considered a serious breach of any relationship with Construcciones OINCI.
Unless the matter involves a complaint to the competent authorities, the identity of the person involved and of the person reporting will remain anonymous. Only the Legal and/or Regulatory Compliance Department (Compliance) shall inform Construcciones OINCI's clients of any irregularity identified in the provision of Construcciones OINCI's services with respect to compliance with any local or international regulation.
What Does the Incident Reporting and Investigation Process Involve?
The incident reporting process begins when the Legal and/or Regulatory Compliance Department is notified of any situation involving a violation of the standards set forth herein, or the existence of any irregular situation that compromises proper compliance with local and international regulations governing the activities of Construcciones OINCI, its clients or its suppliers. In such cases, a case file will be opened with the relevant information.
Based on the conclusions of the Legal and/or Regulatory Compliance Department (Compliance) regarding the incident report, a determination will be made as to whether an investigation of the incident should be conducted. The opening of investigations is communicated to the Board of Directors, and throughout the course of any investigation, those involved will be given the opportunity to present their comments and evidence they deem relevant before any decision is made.
The Legal and/or Regulatory Compliance Department (Compliance) will proceed to examine the reports, evidence and documents contained in the investigation file in order to determine whether there is sufficient merit to take action on the matter analyzed.
Disciplinary Regime
Depending on the outcome of the investigation conducted by the Legal and/or Regulatory Compliance Department (Compliance), the measures that may be taken include: (i) written reprimand of the team members involved, (ii) termination of the team members involved, (iii) unilateral termination of any contract with suppliers involved with Construcciones OINCI, (iv) unilateral termination or breach of contract claim against any client, and (v) filing a complaint with the competent authorities. These measures must be duly validated by the Board of Directors of Construcciones OINCI.
Everything established in this Business Ethics Code is mandatory, and no person involved with Construcciones OINCI is authorized to relax the ethical standards set forth herein. Violations or non-compliance will be considered serious or very serious, and will result in sanctions applied according to their severity. These sanctions will range from a verbal or written warning to termination of the contractual relationship and the corresponding complaint before the competent authorities.
Illegal or improper acts cannot be justified under this Code, even if ordered by the Board of Directors, the Shareholders' Assembly or any individual shareholder. Measures will be taken against directors and shareholders if they allow or have knowledge of illegal or improper conduct.
