Fides Control SA

Code of conduct and ethical business practices

1. INTRODUCTION

Fides Control (hereinafter FC) is committed to constructing a corporate culture of transparency and integrity, in accordance with ethical conduct and compliance with laws. FC’s Code of Conduct reflects this culture, in addition to inspire and guide all the actions of the company’s employees and suppliers. FC considers that the compliance with these strict standards of integrity and transparency is possible only if common rules are established and applied not only to all the employees, officials, and directors, but also to any third parties to whom the company interacts with in the development of their commercial practices. Since commitment and compliance with common rules by FC’s suppliers and employees is essential to ensure the execution of the objectives and expectations of the company about ethical, transparent, and correct conducts, FC has developed this Code of Business Conduct and Ethics which shall be applied to the suppliers, as well as their own employees, officials, directors, or authorized representatives, without exception, with respect to any business or operation FC is involved. The systematic and diligent compliance with the provisions specified in the Code of Business Conduct and Ethics shall be considered for the selection, retention and evaluation of employees and suppliers. They shall be responsible for applying the principles stated in this Code, even for the suppliers and their relationships with the sub-suppliers who they work with as long as they take part in the operations and businesses with FC in any form. Under no circumstances should employees or suppliers comply with an order, request or instruction that may lead to a non-compliance or violation of the provisions of this Code. For purposes of this Code of Business Conduct and Ethics, “suppliers” include any person or entity which renders services or provides FC or its subsidiaries with any type of goods, whether they act or not on behalf of FC or its subsidiaries, including, but not limited to, sellers or suppliers of any level, agents, intermediaries, sales representatives, consultants, distributors, or other contractors.

2. EXPECTATIONS AND OBLIGATIONS
3. CONFLICT OF INTERESTS

Suppliers should avoid any interaction with FC’s employees that may result in a conflict, or a potential conflict with respect of FC’s interests. For instance, suppliers should not hire or make payments to any FC’s employee during the development of a transaction between the supplier and FC. In case of the existence of a kinship relationship between a supplier’s employee and a FC’s employee (for example, spouse, father, brother, grandfather, son, grandson, relationship between persons due to their legal ties, among others) or if a supplier’s employee has another type of relationship that may represent a conflict of interests, the supplier shall inform this circumstance to the company. Any conflict of interests that involves FC employees shall be duly informed in writing, which requires the supplier should contact the company’s compliance officer. FC’s employees should strictly observe what stated in this paragraph, and they are jointly and severally liable with the non-complying suppliers.

• GIFTS, MEALS, ENTERTAINMENT

Suppliers should not offer any gift, travel, meal, or entertainment activity to any FC’s employee in circumstances that may influence the employee’s decisions regarding the supplier, or that may be interpreted in that way. However, under certain circumstances, suppliers may offer FC’s employees modest gifts, meals, or entertainment activities provided that established standards are not violated and: – not be cash or cash equivalent. – be according to common business practices and to the policies of the company’s supplier. – not be frequent or costly. FC’s employees should strictly observe what stated in this paragraph, and they are jointly and severally liable with the non-complying suppliers. 1 “Gift” refers to anything of value, including among others, any type of gratuity, advantage (for example, the use of vehicles or facilities), cash or cash equivalents, travels, lodging, meals, entertainments, any type of incentive, loans, rewards, services or facilities at a lower value than the total cost, contracting or continuity of services, or any other advantage or benefit of all kind (whether they constitute or derive from corporate’s funds or assets, or from personal or third parties’ funds or assets)

• BRIBERY AND GRAFT

Under no circumstances should suppliers be part of any scheme of commercial graft or bribery or offer any type of inducement to any FC’s employee with the purpose of obtaining or maintaining a business. Suppliers should abide by all the anti-corruption laws, which are applicable to the country where this agreement is made, executed, or fulfilled and likewise, they should comply with all the local laws in terms of bribery regarding public officials. FC’s employees should strictly observe what stated in this paragraph, and they are jointly and severally liable with the non-complying suppliers.

• ACCOUNTING AND BUSINESS RECORDS

Keeping accurate and reliable records and information is essential to FC compliance with administrative, legal, and financial obligations, and necessary to duly reflect the company’s activities. Suppliers should keep accurate records of all the matters involving commercial relationships with FC. This implies registering all expenses and payments in a timely, complete, and efficient manner and ensuring the availability of every corresponding documentation which supports the records. Under no circumstances should providers obstruct, delay, make difficult or in any other form interfere with FC processing of the accounting documentation in good and due form. Any kind of handling or alteration of every document in a way that may affect the transparency and accuracy of the records shall be deemed to be a serious violation.

• USE OF FIDES CONTROL’s ASSETS

Where the rendering of services, the provision of goods or the compliance with obligations may require the use of goods, supplies, equipment, and other FC’s assets, suppliers should act with responsibility and ensure that assets shall be used by duly authorized persons and for the intended purposes only. Suppliers should protect and make responsible use of goods and other tangible and intangible assets owned by FC. Suppliers should use neither commercial trademark nor any other company’s intellectual property, unless having FC prior written consent.

• USE OF TECHNOLOGICAL RESOURCES

Where the rendering of services, the provision of goods or the compliance with obligations may, in any way, require the use of FC’s equipment, systems or technological devices, suppliers should use these elements exclusively for FC authorized purposes or others which be in a direct form related to the compliance with the object of the corresponding agreements. Suppliers who operate with FC’s technological resources should be aware of the restrictions applicable to the users and should not violate the agreements and corresponding authorizations or perform any act that may compromise FC liability or give any responsibility to FC regarding third parties or any government authority. FC’s technological resources should be used in accordance with the applicable rules and policies of the company. FC has the right to monitor, at any time without prior notice, the use of its information technology resources, and therefore, to access, examine, copy, or capture files, documents, records, databases, electronic messages, Internet activity and any other generated information using FC’s information technology resources. Likewise, FC’s users of information technology resources, should not have privacy expectations regarding the information or communications generated or transmitted through, or stored in FC’s information technology resources. Information or data stored in FIDES CONTROL’s premises and the information technology resources (including computers) are FC property and consequently, FC may decide about the supply of this information to the authorities or third parties if considered necessary or appropriate.

• SAFEGUARDING OF INFORMATION. LEGITIMATE USE.

FC’s employees and suppliers should keep confidentiality about all the information they access on the performance of their tasks, rendering of services or supply of goods to FC, even when the information is not classified or specific about FC, and they should take the necessary measures to avoid misuse, theft, fraud, or inadequate disclosure. In all cases, employees and suppliers should use the information they receive or have access to, in a legitimate way, and for the specific purpose it was disclosed, received, or obtained, and in accordance with the applicable laws. FC will not tolerate any improper, dishonest, unauthorized, or inadequate use of any type of information, even when it may result in a benefit or an advantage for FC.

• INTELLECTUAL PROPERTY RIGHTS

Employees and suppliers should protect, preserve, and respect the intellectual property rights of FC. These rights include, among others, ownership over plans, systems, procedures, methodologies, courses, reports, projections, or illustrations to which the employees and providers have access during the development of their commercial relationship with FC.

• REPORT OF MISCONDUCT

In case an employee or a supplier has knowledge about any type of illegal or improper conduct, or about a potential violation of the provisions of this Code of Business Conduct and Ethics by an employee of FC, or by any person who acts on behalf of FC, or by any employee, or representative, or subcontractor of the supplier related with the rendering of services or provision of supplies to the company, should report it to FC. The report should be made via email addressed to the compliance officer. The relationship between the employee or supplier with FC will not be affected for making a good faith report regarding a misconduct. Contact codigodeconducta@fidescontrol.com, in case of any inquiry or misconduct report.

• COMPLIANCE WITH LAWS

Suppliers have the responsibility to ensure that their directors, officials, employees and subcontractors, representatives or agents understand and comply with the rules and regulations in force as well as with the national and regional legislation, provided that be in accordance with the relevant agreement between the parties or to the commercial relationship which corresponds.

• HEALTH AND SAFETY

FC’s employees, suppliers, and subcontractors should promote a healthy and safe working environment to avoid accidents or health damages that may occur during the development of working activities or as a result of the operation of the employer’s facilities, or that may derive from or be in a way related with such activities or operation. Likewise, any supplier’s representative who renders services in person at FC’s premises should comply with all the company standards in terms of health and safety.

• LABOUR RELATIONS AND HUMAN RIGHTS

FC is committed to perform all its operations in accordance with the human rights principles applicable to commercial activities and referred to within the framework of the Universal Declaration of Human Rights. FC expects that its providers tailor their actions to comply with the same standards FC is also committed to. Suppliers should comply with the principles referred to in the Declaration on Fundamental Principles and Rights at Work of the ILO (International Labour Organization). These include the prohibition of child labour, forced labour and discrimination conducts, as well as the recognition of the right of freedom of association and collective bargaining. FC values and respects the culture and traditions of the communities where their tasks are performed and work actively to consider health matters, safety, environment, human rights, and the economic well-being of those communities in all the operations, and it is expected that all providers and employees maintain, respect, and promote these values in all the transactions and businesses which are performed with FC.

• DISCRIMINATION AND HARASSMENT

FC is committed to creating and maintaining a work environment in which all employees have growth and development opportunities and may fully contribute to the company’s success. In this context, under no circumstances should the company tolerate workplace or sexual harassment, intimidation, or discrimination of any employee. FC’s suppliers and employees will not perform acts of discrimination regarding any person during the labour relation, including hiring, salary, benefits, promotions, discipline, termination of employment or retirement, on the basis of gender, race, religion, age, disability, sexual orientation, nationality, political opinion, social or ethnic origin. FC’s suppliers or subcontractors should treat their employees with respect and dignity. No employee will be subject to any type of abuse or harassment, whether physical, sexual, or psychological, and all of them have the obligation to prevent any type of harassment.

• ENVIRONMENT

FC is committed to seeking ongoing improvements in environmental matters and focuses its efforts on those areas with the most impact. FC strives to comply with the spirit as well as with the provisions of the laws and applicable environmental regulations and expects a similar attitude by all employees and suppliers. When there are no established rules, employees and suppliers should ensure that their actions are in compliance with high standards. Suppliers should work actively to raise the positive impact and limit the negative effects over the environment and society, not only in their operations but also in the supply chain, by setting environmental plans focused on critical effects. The scope of these plans should be adequate to the supplier’s type of activity and to the risks associated with that.

• SUPPLIERS EVALUATION AND CONTROL

The systematic commitment and compliance with the provisions of this Code is an integral part of FC’s management and evaluation procedure of suppliers and employees. In accordance with the risks-based approach adopted by FC, the company may ask the suppliers specific and complementary authorizations and require further measures to verify the compliance with the provisions of this Code.