Taking on the challenge of anticipating the adversities our clients may face inspires us and guides us in making better decisions. OINCI understands that it is the work of its team members that will determine the most efficient energy outcome, enabling the company to be recognized for the quality of its relationships with its business environment, including its customers and suppliers.
This Code of Business Ethics is our invitation to all OINCI team members to embrace a commitment conducive to a sound professional work, in line with the highest ethical standards and our business objectives, to achieve our common goal of working every day to raise the prestige of the company.
In the event that the provisions of this Code conflict with constitutional, legal, regulatory or other regulations in any of the countries in which Construcciones OINCI operates, team members shall comply with those regulations and consult with the Legal and/or Compliance Department about interpreting and applying this Code in keeping with such regulations.
Similarly, if the provisions of this Code conflict with a local custom or policy, team members shall comply with this Code and, if in doubt as to its application, shall report the situation to the Legal and/or Compliance Department, so that any decision made is based on a well-founded assessment. We underscore that interpretations of the Code of Ethics developed by the Legal and/or Compliance Department shall be submitted to the Board of Directors for ratification.
Our purpose is to provide standards of conduct to our team and allies consistent with the ethics principles and values that must govern each individual in exercising their corporate function. The ethical principles presented in the Code will provide individuals and entities having any relationship with Construcciones OINCI with a frame of reference for ethical behavior.
Because the Code provides a general frame of reference, each team member undertakes to comply with and enforce the norms, be them constitutional, legal or regulatory, of the country in which they are located or operate, with the understanding that ignorance of the law is no excuse. It is the responsibility of each individual to be aware of and understand Construcciones OINCI policies as well as the laws and regulations applicable to the individual’s work duties.
Every team member of Construcciones OINCI shall adopt this Code as an internal rule. Non- compliance qualifies as a serious breach of the obligations under any contractual relationship and must be addressed as such. It is understood that the team is made up by the Board of Directors, advisors, directors, workers, executives, and supervisors, along with attorneys in fact, proxies, and mercantile factors of the company.
The Code encourages team members to remain vigilant in order to prevent situations that might give rise to doubts regarding compliance; it establishes as a good practice that each member participates in specific efforts to communicate on a regular basis to other members, customers and suppliers about any applicable rules and the most appropriate ways for their implementation, while ensuring a positive organizational climate that fosters good relations among those involved.
Construcciones OINCI is commitment to operate under the principles of Transparency, Compliance, Sustainable Development, Leadership, Cooperation and Service. In our understanding of business, these are principles aligned with the values of integrity, respect, loyalty and honesty.
We abide by the ethical principles of loyalty and good faith on all parties involved, and require these to be consistent with such principles. We encourage team members to undertake the tasks entrusted to them in accordance with the values of the Organization, demonstrating equanimity in all decisions and matters that concern them.
The team shall maintain utmost confidentiality of the information held by Construcciones OINCI, its suppliers and clients. It shall ensure the protection of professional secrecy regarding the various professions involved, and of any other confidential information, unless such information is requested by a competent authority within the scope of its powers. No member of the team shall improperly use the information available to them in the exercise of their functions, powers or duties to obtain private (personal or for third parties) gain.
It is understood that the team will be responsible for the conservation, integrity, adequate custody, security and confidentiality of the documents and all other forms of information records used in the workplace, whether during the working day or after hours; the handling of personal data is to be bound by the Data Protection Provisions of Construcciones OINCI.
All team members and suppliers must safeguard any information they receive, send or handle to prevent its use or disclosure from causing any harm to Construcciones OINCI, its customers, suppliers or third parties. Construcciones OINCI team members and suppliers must obtain prior authorization from the Legal and/or Compliance Department to disclose or use any information for a purpose other than the operation of Construcciones OINCI.
Similarly, team members undertake:
Important note Any person or entity terminating its employment or professional relations with Construcciones OINCI shall refrain from using for any purpose, or providing to third parties, the information obtained during their relation with Construcciones OINCI. The reports, proposals, studies, programs, lists and any other matter arising from the provision of their services will remain in the hands of Construcciones OINCI, without the outgoing person or entity being able to copy, reproduce or transmit them in any way, except with the express authorization of the Board of Directors. The foregoing does not exclude the inherent responsibility of transparency before any competent State entity or organ within the framework of a lawful investigation.
conflict of interest is a situation in which an individual's judgment or decision may be influenced by economic gain or personal interest. Our Code recognizes that a conflict exists when the interest of a team member, provider or costumer interferes, or could interfere in any way, with the interests of Construcciones OINCI.
It is our hope that the team and suppliers will maintain a loyal attitude towards the company and never encourage actions or maneuvers that are in contradiction with this principle, and that on all occasions promote rectitude of conduct in the face of conflicts of interest that might hamper objective and correct decisions in carrying out the work of Construcciones OINCI in an effective and transparent manner.
In order to mitigate the risk posed by conflicts of interest, the team undertakes to be diligent in its functions and orderly in the activities of its position, encouraging scrupulous conduct that may not lead to any ambiguity or confusion between the personal interests or those of third parties with the interests of Construcciones OINCI, its customers or suppliers.
In this regard, the team will provide its services in an efficient, impartial and pertinent manner, refraining from taking advantage of the position it holds within Construcciones OINCI, whether to obtain material or other gain for itself, its relatives or third persons, natural or legal, or to cause damage. Likewise, it must instill this attitude in its colleagues of higher or similar rank, as well as in its supervised persons.
The team shall refrain from intervening in the internal affairs of Construcciones OINCI, except to the extent necessary in connection with any personal, direct or indirect interest, giving opinion upon request or taking decisions on any type of operations, credits, awards or contracts.
Team members shall maintain transparent relationships with Construcciones OINCI suppliers/contractors, customers and third parties, ensuring corporate integrity and honest conduct consistent with the principles outlined in this Code. Therefore, any member who has contact with suppliers or customers must ensure that these are aware and comply with the practices set forth herein.
Suppliers and customers are advised that, in the event of conflicts of interest with the services provided to Construcciones OINCI and third parties, such situation should be brought to the attention of the Board of Directors, so that, respecting confidentiality and due privacy, the appropriate mediation measures can be taken for the mutual benefit of Construcciones OINCI and those involved.
Teams involved with Construcciones OINCI must inform their supervisor of any such development, and the latter will immediately forward all related information to the Legal and/or Compliance Department. In particular, the following cases shall be understood as new developments to be reported:
Team members acknowledge and accept that it is not reasonable to work with another family member, either in the same department or in those departments within the same administrative or supervisory line, or in those areas where a family relationship could generate influence or benefits of any nature, in the sense that it constitutes a conflict of interest and could call into question their personal integrity and ethical conduct vis- à-vis Construcciones OINCI. Family ties refer to the spouse or person in a relationship of affectivity analogous to that of a spouse, lineal ascendant/descendant relationship, and collateral relatives, up to the fourth degree of consanguinity or second degree of affinity.
Team members who are aware that a natural or legal person with whom they have a direct or indirect family relationship provides or is about to provide services to Construcciones OINCI are required to notify the Legal and/or Compliance Department. Likewise, they must refrain from linking their private life with the performance of their duties and must notify their immediate superior when a family or sentimental relationship occurs with customers, suppliers and other persons involved in any way with Construcciones OINCI.
Team members shall not solicit or accept, directly or indirectly, any gift, gratuity, favor, entertainment expenses, or special services, in cash or securities, either through deposits, transfers, payment of credit cards or in any other manner, in connection with the activities, services or operations of Construcciones OINCI, from natural or legal persons interested in obtaining any benefit, privileged treatment, favor or an improper advantage for their own benefit or for the benefit of Construcciones OINCI.
Team members shall not offer gifts, favors, entertainment expenses or services from Construcciones OINCI for the purpose of obtaining benefits for themselves, for third parties or for Construcciones OINCI. In any event, team members must consult the internal regulations issued by the Legal and/or Compliance Department. Any member of the team who, in performing his or her duties, has relations with State institutions or officials shall at all times comply with the provisions of this Code and maintain an attitude of honesty and integrity.
In general, “corruption" refers to acquiring or attempting to acquire illicit benefit for one's private gain or business advantage through improper, undue or unlawful means. Corruption can include the payment or exchange of anything of value or benefit and its meaning must be interpreted in accordance with the relevant regulations. For the purposes of this Code, acts that may be considered as acts of corruption include:
Team members will ensure that a supplier selection process for Construcciones OINCI and its customers is fair and free from discrimination, in compliance with our internal policies. Therefore, the team shall not manipulate procurement guidelines to favor particular suppliers, nor shall it disclose to one supplier confidential information about another, whether a supplier previously associated with Construcciones OINCI or a new one, without due authorization from the Legal and/or Compliance Department.
The team shall select the supplier who best fulfills required needs, ensuring that the supplier is made aware of the rules of conduct contained in this Code and of the commitment to compliance as set out in the contract signed with Construcciones OINCI.
The team is committed to promoting the integrity and transparency of Construcciones OINCI activities, which implies complying at all times with the policies and procedures relating to the prevention of activities or behavior that, by action or omission, could be considered as price manipulation, misleading advertising, rumors, and inappropriate use of privileged information or limitation of free competition.
Team members must ensure compliance with the law in the face of complex scenarios that may vary according to the circumstances. They must report to the Legal and/or Compliance Department when situations arise relating to:
Fund managing entities are too often the object of attempts by criminal organizations to violate internal controls in order to carry out operations. Given this, team members are committed to the prevention and control of money laundering and other criminal activities, always abiding by the law and internal regulations and instructions, bearing in mind that one of their primary duties is to ensure that Construcciones OINCI does not support, directly or indirectly, the illegal process of concealing the origins of money obtained illegally. Team members are, therefore, obliged to carry out all activities aimed at knowing the customers and their environment, at all times observing the rules provided for that purpose by the regulations in force.
Team members shall promptly bring to the notice of their supervisor and the Legal and/or Compliance Department any kind of suspected or identified money laundering activity or transaction to ensure that the relevant protocols are implemented. They will provide all the details of the operation, and have the unavoidable duty not to warn the client or service provider that criminal investigations or proceedings are being carried out, particularly when faced with operations which are complex, unusual or large or when there is a suspicion that the transactions in question are linked with an offence of money laundering or terrorist financing, on account of their characteristics, amount, nature or the characteristics of the persons involved.
Team members having reasonable suspicions that a member of the team is engaged in any money laundering or terrorist financing activity shall promptly bring it to the notice of their supervisor and the Legal and/or Compliance Department; this unit shall be responsible for analyzing, controlling and detecting money laundering. It will identify all information relating to operations or facts that may be related to this offence and send a report of suspected transactions to the competent authorities with support from the team.
Any activity that shows signs of lack of integrity and that promotes unusual payments or payments not included in the terms of the contract/agreement signed between the parties, that threatens the corporate interests and image of the company, will be considered to be a money laundering activity. Team members shall report to the Legal and/or Compliance Department when the following cases arise:
Team members are required to keep accurate and transparent records of the operations in which the company is involved. They will support their activities with reasonable and sufficient documentary evidence to reinforce the credibility and integrity of Construcciones OINCI records. All relevant documentation from customers, suppliers or other third parties involved in such transactions should be included in the support documentation and any discrepancies in the records should be resolved by reporting to the Board of Directors and the Legal and/or Compliance Department, duly notifying the shareholders, customers and suppliers concerned.
All monetary funds, bank accounts and other business-related accounts in the books of accounts of Construcciones OINCI should be transparently disclosed to maintain the company’s integrity, and this information should be at the full disposal of the Board of Directors, the Legal and/or Compliance Department, auditors (internal and external) and State authorities.
The Legal and/or Compliance Department should follow up on the documentation normally required, ensuring that such documentation is sufficient to comply with the provisions of this Code. Likewise, the Legal and/or Compliance Department may, on its own initiative, request the documentation it deems appropriate.
The Legal and/or Compliance Department is solely authorized to respond to and deal with any information published in the media concerning our company. Because we favor transparent communication and respect for our shareholders, we respond positively to actions that affect us in both our internal and external environments.
Incidents arise when team members wish to express an opinion to their superiors or to the authorities, or if they have knowledge or a well-founded suspicion of misconduct, wrongdoing or actions contrary to the principles and values underpinning this Code, including abuse of authority. In order to report an incident, the team will have at its disposal a direct communication channel with the Legal and/or Compliance Department and Construcciones OINCI Ethics Committee. In addition, all suppliers and customers have the right to inform the Legal and/or Compliance Department in the event they are subject to or witnesses of any violation of local and international regulations.
No individual shall be subject to threat of criminal prosecution for issuing a good faith report reporting suspicions or violations of any regulation or this Code. All communications arising from the incident reporting and investigation process are strictly confidential and their disclosure will be considered a serious breach of any relationship with Construcciones OINCI.
Except in the case of a complaint to the competent authorities, the person involved shall be kept anonymous, just as well as the person reporting. In case of a matter submitted to the competent authorities for investigation and prosecution, full cooperation and access to the information collected by Construcciones OINCI will be extended to such authorities, with utmost transparency.
The Legal and/or Compliance Department will inform the clients of Construcciones OINCI of any identified irregularity regarding compliance with any local and international regulations.
An incident reporting process begins when the Legal and/or Regulatory Compliance Department is warned of any situation that implies a violation of the rules set forth herein, or of the existence of any irregular situation that compromises due compliance with local and international regulations by the activities carried out by Construcciones OINCI, its clients or its suppliers. In these cases, a file shall be opened with the relevant information and a succinct record shall be made of the facts analyzed in the incident book kept for this purpose by the Legal and/or Compliance Department.
Based on the findings of the Legal and/or Compliance Department with respect to the incident report, it will be determined whether an investigation of the incident should be conducted. Should any member of the Legal and/or Compliance Department disagree with the opening of an investigation, this must be made known to the Board of Directors and recorded in the incident book that will be made available for this purpose. This book will be necessary for consultation by the Shareholders' Meeting and must be made available at all times to the competent authorities. No member of the Legal and/or Compliance Department may be subject to any type of sanction for such non-compliance.
The opening of investigations will be reported to the Board of Directors. During the course of any investigation the opportunity will be given to those involved to present their comments and the evidence they deem relevant before any decision is made. In the event that a member of the Legal and/or Compliance Department is involved in an incident that should be investigated, that member should be excluded from all relevant investigation and the situation should be made known to the Board of Directors.
The Legal and/or Compliance Department will proceed to examine the reports, evidence and information contained in the investigation file in order to determine whether the claim has sufficient merit to take action.
Depending on the results of the investigation conducted by the Legal and/or Compliance Department, actions to be taken may include: (i) written sanction on the team members involved, (ii) disincorporation of the team members involved, (iii) unilateral termination of any contract with suppliers involved, (iv) unilateral termination or demand for breach of any contract with any client and (v) reporting to the pertinent authorities. These measures must be duly approved by the Board Directors of Construcciones OINCI.
All the provisions of this Code of Business Ethics are mandatory, and no person involved with Construcciones OINCI is authorized to lower the ethical standards set forth herein. Infringement or noncompliance will be considered serious or very serious, and will result in sanctions that will be applied in proportion to their degree of seriousness. These sanctions will range from a verbal or written warning, to the termination of the contractual relationship and reporting to appropriate authorities.
Illegal or improper acts may not be justified by this Code, even if ordered by the Board of Directors, the Shareholders' Meeting or any particular shareholder. Disciplinary action may be taken against directors and shareholders who condone, permit or have knowledge of illegal or improper conduct.