CODE OF ETHICS FOR STRATEGIC STAKEHOLDERS
INTRODUCTION
The main persons familiar with this Compliance Manual are the “Strategic Stakeholders”, i.e.: Partners (resellers, official distributors, sales promoters or any other commercial intermediary or distributor), customers, suppliers, external collaborators and other persons or entities, both public and private, who are related to Seabery Augmented Technology S.L. or any of its subsidiaries (hereinafter SEABERY or Seabery Group) for professional or business reasons, and they must assume that, in professional or business relations with SEABERY, their conduct will not infringe the provisions herein.
Since SEABERY considers the aforementioned groups as “Strategic Stakeholders”, ithas established specific principles of action for them, essentially identical, in any case, to the principles and values identified with SEABERY and with its own Code of Ethics.
SEABERY’s Board of Directors has approved this Code of Ethics, which is applicable to all Seabery Group employees. This Code of Ethics includes the Seabery Group’s Tax Policy and Crime Prevention Policy against Fraud and Corruption, documents which are accessible through our website and which in their content make it clear that the Company is opposed to the commission of any unlawful act and promote a preventive culture based on the message of total opposition to fraud and corruption in all areas of the Company’s activity and in its relations with third parties, as is the case here.
It is imperative that this message is conveyed clearly and concisely to all those who interact with SEABERY, so that they formally commit to respect our ethical commitment, which is based on the human and labor rights recognized in national and international legislation: the United Nations Universal Declaration of Human Rights, the conventions of the International Labor Organization, the United Nations Convention against Corruption and the United Nations Environment Program.
All SEABERY’s stakeholders and employees must comply with the Code of Ethics and, likewise, all SEABERY’s Suppliers, its collaborators and employees (whether employed or commercially), and subcontractors are obliged to comply with the requirements set out in this document.
Given that SEABERY considers Suppliers and Partners as a strategic stakeholder, specific principles of action have been established for them, in accordance with the principles and values identified with SEABERY and with its own Code of Ethics.
The principles of action on which this Crime Prevention and Detection Policy is based are as follows:
- Pursue the highest standards of transparency, honesty and accountability by promoting zero tolerance for irregular and illegal actions.
- Respect the current legislation applicable to the scope of its relationship with SEABERY.
- Implement appropriate measures to prevent the commission of illegal acts by establishing control processes within the reach of employees, managers and governing bodies. These controls must be updated and continuous and aimed at avoiding the existence of any person not subject to them.
- Inform the competent authorities of the alleged offenses, offering full cooperation in any subsequent investigations that may arise.
- Commitment to the inalienable objective of protecting workers’ rights.
- Professionals must comply with applicable labor laws, avoiding at all times forced or underage labor.
- Any conduct that could create an intimidating, offensive or hostile work environment is prohibited.
- Respect for the differences and opinions of others must be encouraged, with the consequent prohibition of all types of harassment, discrimination, intimidation and offensive or improper conduct, including sexual proposals or suggestions, graphic material and other actions that may offend the dignity of the person.
- Professionals have the right to organize, freedom of association, collective bargaining and strike.
- Suppliers shall be responsible for ensuring that their own suppliers and subcontractors are subject to performance principles equivalent to those contained herein.
PREVENTION OF SEXUAL HARASSMENT AND HARASSMENT ON THE BASIS OF SEX
SEABERY declares its categorical rejection of any unwanted behavior of a sexual nature or connotation, committing itself to collaborate effectively and in good faith to prevent, detect, correct and sanction this type of conduct.
Thus, it is understood as sexual harassment:
- Discriminatory comments or jokes about the employee’s appearance and sexual condition.
- Any sexual assault.
- Requests for sexual favors, including all those insinuations or attitudes associated with the improvement of working conditions.
- Calls, letters or e-mails with sexual content.
- Unnecessary physical contact, with rubbing.
- Forcing an appointment outside the workplace, without any grounds whatsoever, when the superior takes advantage of his or her advantageous situation.
- When non-consensual, sexually explicit photographs or images that affect sexual integrity are exhibited.
- Any other behavior that seeks to discriminate and/or humiliate on the basis of sex.
PREVENTION OF CORRUPTION IN BUSINESS
By way of example, the following are considered prohibited practices:
- Bribery/corruption: as a contribution that is directly or indirectly offered, promised or given to another person (whether an official or a private person or company) to convince him to act improperly, perform his duties improperly, compensate him for acting improperly or with the intention of influencing the performance of his duties and thus gain a personal advantage, an advantage in relation to the company or a regulatory or administrative advantage.
- Extortion: as a demand for a bribe or payment, whether or not accompanied by a threat, in the face of a refusal to provide what is demanded. Any attempt of incitement or extortion shall be rejected by the parties, encouraging them to report such attempts through the reporting mechanisms, formal or informal, that are available.
- Influence peddling: as the offering or solicitation of an undue advantage for the purpose of exerting an improper influence, real or supposed, over a public official or private agent, in order to obtain an undue benefit or advantage for the instigator or inciter of the act or for any other person.
- Use of privileged information: access to this type of information must be controlled at all levels of the company and, in the event of having privileges to access it, refrain from using it for operations with the intention of generating commercial or industrial advantages.
GIFTS
The following rules shall be followed:
- It is not permitted to solicit or receive gifts and hospitality, except when they are promotional materials or hospitality with acceptable and customary industry standards and practices and within the economic framework set forth below.
- It is strictly forbidden to offer, deliver, request or accept a gift, courtesy, attention, invitation or act of hospitality to or from a third party with the purpose of influencing, obtaining, granting or granting an undue advantage considered as that situation in which the attention offered is intended or may be perceived as a desire to influence the company’s decision making regarding a business relationship, existing or under negotiation, or that generates a conflict of interest.
- It is strictly forbidden to accept, request, offer or deliver a gift, courtesy, attention, invitation or act of hospitality to a person close or familiarly related to a person who has the power of decision to grant or maintain a contract, business or activity.
- Gifts, hospitality, courtesies, invitations and acts of hospitality may be accepted or offered as long as they are reasonable and proportionate within the framework of a responsible business relationship that does not create confusion. In this sense, and in accordance with an objective criterion of determination, this code specifies amounts not exceeding 300 euros to be considered ethically reasonable gifts/greetings.
The following rules shall be followed:
- All those familiar with this Compliance Manual, within the scope of their competencies, are actively and responsibly committed to the conservation of the environment, respecting legal requirements and carrying out their activities in a way that minimizes their environmental impact, following the recommendations and procedures established in the environment in which they operate.
- Conservation and respect for the environment is manifested in compliance with best environmental practices in all its activities, a firm commitment against climate change, the promotion of energy saving, rationalization of water use and management, responsible use of resources, effective waste management, pollution prevention and protection of the natural environment and biodiversity, all through the prevention and minimization of adverse environmental impacts and the conservation of natural resources.
ETHICAL COMMUNICATION CHANNEL FOR STRATEGIC STAKEHOLDERS
SEABERY has created an Ethical Communication Channel through the following form: https://forms.office.com/r/9UkWixkLpX
This is a communication channel between SEABERY and its “Strategic Stakeholders” or their respective employees or subcontractors, as well as companies that have tendered for services or supplies, so that they can report any conduct that may involve an act contrary to the law or the provisions of this Code of Ethics for Strategic Stakeholders.
Strategic Stakeholders shall report as soon as possible any of the above conduct of which they become aware. In addition, they may use the mailbox to make inquiries about the interpretation of the Code of Ethics of Strategic Stakeholders in order to know SEABERY’s previous criteria.
The principles governing the Ethical Communication Channel are as follows:
- Always comply with criteria of truthfulness and proportionality, and the Ethics Mailbox may not be used for purposes other than those foreseen, such as queries on the status of their bids in progress, etc.
- The identity of the natural person who reports an irregular or anomalous action will be considered confidential information and therefore will not be communicated, under any circumstances, to the reported party, guaranteeing the confidentiality of the identity of the complainant and avoiding any type of response from the reported.
- The data of the persons making the communication may be provided both to the administrative or judicial authorities, to the extent that they were required by such authorities as a result of any legal proceedings that may have been initiated as a result of the complaint. The provision of data, its storage and processing, will always be in strict compliance with the legislation in force, as well as the applicable regulations on personal data protection.
REGULATORY COMPLIANCE REQUIREMENTS
The Code of Ethics for Strategic Stakeholders shall form part of the contractual documentation and shall be included as part of the contractual documentation governing relations between SEABERY and the aforementioned groups.
SEABERY will require all “Strategic Stakeholders” to be aware of and strictly comply with this Code of Conduct, and will act in the event of non-compliance.
The “Strategic Stakeholders” must be expressly aware of this Code of Ethics and accept it in all the terms that apply to them according to their professional relationship under the terms agreed in their contract. If at any time they become aware of a breach of the terms of this Code by their employees, customers or suppliers, they are obliged to notify such breach by any means that provides a reliable record of such notice.
The “Strategic Stakeholders” are especially committed to the following points:
- Assignments, Representations and Warranties: They shall at all times comply with the laws applicable to the services they provide to Seabery. In no event and under no circumstances shall the “Strategic Stakeholders”, their officers, employees, shareholders, representatives or agents offer, give or agree to offer or give, directly or indirectly (whether on their own or in concert with others), whether in business transactions with the private sector or the public sector, any payment, gift or other advantage with respect to the subject matter of the services being provided to Seabery, that:
- See any anti-corruption law or regulation applicable to either entity in any country in the world.
- Intends to, or influences or rewards any person for acting in a manner that violates an expectation of good faith, fairness or trust, or that would otherwise be dishonest for the recipient to receive.
- It is offered to a Public Official with the intention of influencing him/her and obtaining or retaining a commercial advantage during the development of commercial activities.
- That could reasonably be considered unethical, illegal or dishonest, or could constitute an “Act of Corruption“.
For the purpose of the foregoing, the term “Public Official” includes, without limitation, any person holding, or acting on behalf of a person holding, a legislative, administrative or judicial office, including any person employed by, or acting on behalf of, a public agency, a governmental or publicly owned entity, a public international organization, federal or regional government departments or agencies, political parties, candidates elected to political office or a relative or associate of any of these persons.
- The “Strategic Stakeholders” corroborate that:
- No court in any jurisdiction has found him guilty of having been involved in an act of corruption or similar conduct.
- Has at no time admitted to having been involved in any act of corruption or similar conduct.
- He has never been investigated or charged in any jurisdiction for having been involved in an Act of Corruption.
- The “Strategic Stakeholders” corroborate that neither he nor his family members are:
- Civil servants working in the Seabery sector.
- Associates of a Client or potential client.
- Persons who might otherwise exercise influence that could be considered corrupt or illegal on behalf of either Party.
The “Strategic Stakeholders” shall take all reasonable measures to ensure that their personnel are aware of the existence of this Code of Ethics in order to bring to their attention any irregular conduct that may constitute a crime in accordance with the legislation in force at any given time.
SEABERY reserves the right to carry out an audit of compliance with the contractual terms including accounting aspects either directly or through the appointment of a specially qualified third party designated by SEABERY. In particular, it undertakes to respect and enforce any confidentiality obligations it may have entered into with SEABERY.
Any manifest breach of the requirements set out in this Code of Ethics for Strategic Stakeholders entitles SEABERY to immediately terminate all contracts it has entered into with the company concerned. Likewise, if applicable, the affected company shall indemnify SEABERY and its direct and indirect shareholders, directors, officers and employees for any losses suffered, including civil or criminal penalties or fines imposed on any of the above, as a result of its non-compliance.
The Supplier shall at all times be kept abreast of changes and updates to the Supplier Code of Ethics to be published on the Company’s website.
