Criminal compliance policy

Criminal Compliance and Anti-bribery Policy

Content

Purpose of the Criminal and Anti-bribery Compliance Policy
Scope
List of crimes and conduct parameters
Organizational measures
Knowledge and declaration of conformity
Behavior communication
Consequences of non-compliance
Annex I
Annex II
Annex III

1. Purpose of the Criminal and Anti-bribery Compliance Policy

This Criminal and Anti-bribery Compliance Policy develops what is established in the Enerland Group’s quality policy, linking with its ethical values and ratifying the will of the organization not only to comply with and enforce current regulations in all countries where the organization has a presence, if not also act under the principles of transparency, integrity and honesty, defining its compliance framework in criminal matters

This Policy is aligned with what is established in the Comprehensive Management System and takes into consideration not only the interests of the Organization but also the demands that may come from its interested parties. In this sense, it is a text aligned with the strategic objectives of the Enerland Group and, consequently, with its determination not to tolerate any conduct that may constitute a crime. For this reason, the maximum commitment of Senior Management, as well as of the rest of the members belonging to the Group, is required to comply with its provisions.

Based on this commitment to comply, the parameters of conduct expected of the members of the organization are established, requiring a commitment to them, describing the measures adopted to supervise this mandate and the consequences in case of non-compliance.

Annex III of this Policy contains the defined terms of this document.

2. Reach

This document is mandatory and applicable globally to the Organization. The Members of the Organization must comply with its content, regardless of the position they occupy and the territory in which they are, unless the applicable legislation in the jurisdiction in which it operates establishes more severe provisions, which must prevail over this Policy.

Because of the foregoing, although this Policy is applicable to the Members of the Organization, it can also be extended, completely or in part, to interested parties, including business partners, suppliers, subcontractors, service providers, intermediaries, among others provided that the specific circumstances of the case so advise, thus complying with the due diligence processes of the Organization in its selection of Third Parties to guarantee compliance with the criminal law, which establishes the obligation of Enerland Group to monitor the conduct carried out by Those who, being subject to the authority of the legal representatives and administrators of fact or law of the legal entity, have been able to engage in criminal conduct due to having seriously breached the duties of supervision, surveillance and control over them, taking into account the specific circumstances of the case, regardless of whether they are Members of the Organization or S business interests, suppliers or other interested parties.

3. List of crimes and conduct parameters

Annex II contains a list of crimes typified in the criminal codes or other applicable legislation of the countries where the company has a presence, approved by the senior management as a compendium of the conducts that most commonly can lead to a criminal act within the company. of business activity, and therefore must be subject to express surveillance by the company.

This list not only summarizes the different crimes, but also describes, for each one of them, the main activities that could entail criminal risks or situations of bribery, all in order that their recipients remain alert to situations that could expose them to such risks in the exercise of their activities. Likewise, reference is made to the conduct parameters that ENERLAND GROUP expects from the Subjects affected by this document, and may include references to other internal regulations or procedures in this regard.

It is the obligation of each person to be duly informed of the Laws and their compliance. It must be taken into consideration that the benefit obtained from an illegal activity can be both direct and indirect, and extreme precautions must be taken regarding any conduct that, being illegal, could end up benefiting the Organization in that broad sense. Likewise, legal persons will not only be liable for actions or omissions that occurred in Spain, but also, if certain circumstances are met, for what happened in any other country, which obliges all Members of the Organization to remain alert to potentially criminal conduct.

4. Organizational measures

4.1. The Compliance Committee

4.1.1. Composition

ENERLAND GROUP has a Compliance Committee that is assigned criminal prevention functions and that will be in charge of making this Policy effective through the implementation of the different measures.

It is conceived as a collegiate body, and will be composed of the Members of the Organization who occupy the following positions:

Director of Administration and management control
Operations manager

ENERLAND GROUP Board of Directors has appointed the Compliance Committee, endowing it with autonomous powers of initiative and control as well as the maximum possible independence to carry out its tasks, thus guaranteeing its neutrality and freedom from any condition that could harm performance. of its tasks, it enjoys the full support of the Management, to which it has direct access, and is entrusted with the responsibility of supervising the operation and observance of the Criminal and Anti-bribery Compliance Management System. In this sense, you are empowered to freely access both the documents of the Organization and the Members of the Organization that you need for the performance of your duties, who have the obligation to immediately provide you with the documents and information you request.

The Compliance Committee performs its duties autonomously, without specifying specific mandates for this, under the provisions of this Policy.

The independence of the Compliance Committee guarantees neutrality in decision-making.

The evaluation of the performance of the Compliance Committee is ultimately the responsibility of the Governing Body.

4.1.2. Main tasks

Promote and supervise the implementation of the Criminal and Anti-bribery Compliance Management System, ensuring that all Subjects affected by this document have access to the Organization’s standards for crime prevention.
Identify, update and disseminate the obligations of criminal and anti-bribery Compliance
Identify and manage criminal and bribery risks, analyzing and evaluating them, in order to prioritize actions and allocation of resources for their prevention, detection and management.
Promote awareness and training cycles that allow the Subjects affected by this document to have the knowledge and skills necessary to assume their responsibilities regarding the prevention, detection and management of criminal and bribery risks.
Advise any Member of the Organization
Carry out periodic training sessions for the Members of the Organization on the Criminal Compliance and anti-bribery policy
• Actualizar en la Evalución de riesgos general de la Organización los aspectos comprendidos en esta política
Inform the Management on the results derived from the execution of the System and on its performance.
Maintain two-way communication with the head of SIG, since this body is in charge of monitoring and managing the procedures in the company.
Properly identify and in the appropriate format information on the Criminal and Anti-bribery Compliance Management System and the documentation derived from its execution, making it available (except for that which, for confidentiality reasons, is only accessible to certain areas of the Organization), is suitable for its use and allows the traceability of its access and the preservation of its legibility.
Measure the performance of the Organization’s criminal compliance and anti-bribery management system through indicators, ensuring that all its elements operate correctly, also promoting its review and continuous improvement.
Carry out the pertinent investigations on current and future business partners, suppliers, subcontractors, service providers, intermediaries, and other third parties as established in the Comprehensive Management System.

4.2. Obligations of the Members of the Organization

To the extent that compliance with the Law and the correct development of the Criminal and Anti-bribery Compliance Management System is the responsibility of all Members of the Organization, it is expected of all of them that, regardless of the position they occupy, they ensure the compliance with the provisions of this document, observing at all times a comprehensive conduct contrary to the commission of illegal acts, and immediately respond to the indications that they may receive from the Compliance Committee in the exercise of the functions described above.

4.2.1. The Governing Body and Senior Management

The Governing Body and Senior Management of ENERLAND GROUP not only support the Compliance Committee in the exercise of its duties, but also actively promote the Compliance culture in the Organization, ensuring that it has the appropriate resources to execute effectively the Criminal and anti-bribery Compliance Management System and promoting the use of procedures and channels enabled for the communication of potentially criminal conduct that may affect the Organization and its activities, among other issues.

Obligations of the Management

Formally approve this Policy -as well as any updates that may be required- and to promote the adoption and implementation of a Criminal Compliance and anti-bribery Management System suitable for the Organization, suitable for preventing, detecting and managing the criminal and bribery Risks that threaten the Organization.
Transmit to all members of the organization and interested parties the culture of Compliance of the Organization and its zero tolerance regarding the conduct that may lead to the commission of crimes.
Appoint the members of the Compliance Committee, granting them the necessary autonomous powers of initiative and control as well as adequate and sufficient financial, material and human resources so that they can effectively carry out their work.
Periodically evaluate the effectiveness of the criminal and anti-bribery Compliance management system, updating it or promoting its updating, in the event of serious breaches or when there are significant changes in circumstances in the Organization.
Receive, review and sign the reports provided by the Compliance Committee, adopting the actions eventually suggested in them or promoting those it deems most appropriate.
Review, at the proposal of the Compliance Committee, the procedures and controls associated with the delegation of powers to make decisions in areas where there is a criminal or bribery risk.
Direct and support all the Members of the Organization in the exercise of their obligations in terms of Compliance, ensuring that all of them integrate them into the development of their daily activities in the Organization.
Also guarantee the availability of adequate and sufficient resources for the effective execution of the System, internally communicating the importance of said execution in a manner consistent with the provisions of this Criminal and Anti-bribery Compliance Policy.
Identify and act to manage potential or real conflicts of interest, when there are cases in which responsibility or decision-making authority is delegated, in areas where there is a criminal or bribery risk.
Participate in the processes of identification, analysis and evaluation of criminal risks when required to do so.
It guarantees the absence of retaliation, discrimination or sanctions for those communications made in good faith or for those actions aimed at avoiding participating in criminal activities.

4.2.2. All Members of the Organization

All Members of the Organization are responsible for understanding, observing and applying the provisions of this Criminal and Anti-bribery Compliance Policy, collaborating with the Compliance Committee, the Governing Body and Senior Management when necessary, and observing, especially , the behaviors expected of them.

Likewise, all of them must immediately notify the Compliance Committee of any action to avoid or remedy the eventual commission of a crime or potential crime of which they are aware and / or that is being managed without the apparent intervention of the Compliance Committee.

In addition, it is expected that all Members of the Organization adhere to this Criminal and Anti-bribery Compliance Policy, attend the training sessions that, in criminal Compliance matters, are determined by reason of their function or position in the Organization, and immediately provide the information and documentation requested by the Compliance Committee.

5. Knowledge and declaration of conformity

This Policy is delivered and is available to all Members of the Organization on the corporate Intranet.

Likewise, ENERLAND GROUP will make this Policy available to its Business Partners.

For the Members of the Organization who occupy positions especially exposed to a Criminal Risk, their annual declaration will be requested in accordance with this Criminal and Anti-bribery Compliance Policy. Similarly, for Business Partners who present a criminal Risk higher than low, their agreement with the values in this document will be requested.

6. Communication of conduct

All Members of the Organization have the obligation to report on individual or collective behaviors or activities that occur in the context of their activities in the Organization and that may constitute a violation of the content of this document or the rest of the documents of the Criminal and Anti-bribery Compliance Management System, regardless of whether such behaviors have been ordered or requested by a superior.

In order for this Policy to have an effective application, the Organization has equipped itself with various internal reporting and communication mechanisms. For this reason, eventual queries, observations and complaints from employees in matters of criminal prevention may be made through these different channels of the Organization, which range from a simple report to the hierarchical superior, who must notify the Monitoring Committee of the Code of Conduct. , or directly to the ENERLAND GROUP Compliance Committee.

Any complaint regarding criminal prevention received by the Compliance Committee, which results in the existence of indications of actions that may violate the basic principles of action of the ENERLAND GROUP Group Code of Conduct, must be referred to the Compliance Committee so that said Committee assess the opening of an investigation file. The confidential treatment of all communications will be guaranteed, as well as the absence of retaliation of any kind against complainants in good faith.

Upon detection of complaints or communications that are materially significant and / or that may seriously compromise the Organization or its Stakeholders, the Committee will immediately inform the Management in order to be able to manage them with the appropriate speed and urgency.

7. Consequences of non-compliance

All Subjects affected by this document, regardless of their hierarchical level and geographical or functional location, have the obligation to comply with the principles and procedures established in this document, as far as it applies to them. Likewise, in order to ensure the correct development of the Criminal and Anti-bribery Compliance Management System, they are urged to report any violation thereof, in the terms set forth in section 6 (“Communication of conduct”) of this Policy.

When the Committee investigates and confirms the contravention of what is indicated in this document, it will propose to the Governing Body the measures to be adopted, including disciplinary (in the workplace) or contractual (in commercial relations with third parties) that it considers proportional to the risk or caused damages. Said measures will not only be projected on the subjects whose behaviors have caused the risk or damage, but also on any employee who has not followed the procedures established by ENERLAND GROUP for their prevention and response, a circumstance that is considered in itself an infringement of the values and ethical principles with which ENERLAND GROUP is committed.

The measures adopted from a labor perspective will be respectful of the applicable regulations, without thereby losing forcefulness or proportionality with the seriousness of the events causing the cause, informing the Legal Representatives of the Workers if appropriate.

In the event that it is confirmed that the actions of a Member of the Organization could constitute a criminal offense attributable to the legal person, such circumstance will be disclosed to the competent Public Authorities for their knowledge and prosecution. Such communication will be accompanied by the evidence and / or indications that may have been collected in this regard.

Annex I

As an example, the list of crimes typified in the Spanish Penal Code is detailed.

LO 5/2010 introduced into Spanish law the concept of criminal liability of legal persons for crimes committed in their name and benefit by legal representatives, administrators and / or employees. The criminal liability of the legal person is compatible with:

The criminal responsibility that may be imposed on the natural person who committed the crime.
Any civil liability derived from the damages that the crime may have caused.
Any other type of civil or administrative liability that may be imposed on the legal person or the natural person.

For there to be criminal liability of the legal person, it is necessary to verify the existence of a crime that has been committed by the legal representatives, administrators and / or employees of the legal person. On the other hand, it is not necessary that the specific natural person responsible for the crime be identified or that any criminal procedure be directed against him. For there to be criminal liability of the legal person, it is necessary that the crimes have been committed in its name or on its behalf, and for its benefit, by the following natural people:

The legal representatives and administrators of fact or law of the legal person;
Those who are subject to the authority of the persons defined in the previous section when two additional requirements are met:
- That the crime was committed in the exercise of their work
- That they have been able to carry out the facts because due control has not been exercised over them, taking into account the specific circumstances of the case.

List of activities constituting a crime that entail direct criminal responsibility of Legal People

Illegal organ trafficking: 156 bis
Trafficking in human beings: 177 bis
Crimes related to prostitution, sexual exploitation and corruption of minors: 187-189 bis
Crime of discovery and disclosure of secrets: 197 quinquies
Scams and fraud: 248 to 251 bis
Frustration of execution and insolvency Punishable: 257 to 261 bis
Computer damage: 264 to 264c
Crimes related to intellectual and industrial property, the market and consumers: 270-288
Corruption in business: 286 bis a quater
Money laundering: 301-303
Crimes against the Treasury and Social Security: 305-310 bis
Accounting crime: 310
Crimes against the rights of foreign citizens: 318 bis
Crimes against spatial planning and urban planning: 319
Crimes against the environment: 325-328
Offenses related to nuclear energy and ionizing radiation: 343
Risk crimes caused by explosives: 348
Crimes against public health
- Food substance medication modality: 368 and 368 bis
- Drug trafficking modality: 368 to 379
Counterfeiting of currency and means of payment: 386 and 399 bis
Bribery: 419 to 427 bis
Influence peddling: 428-430
Crimes related to fundamental rights and public freedoms: 510-510 bis
576 Financing of terrorism: 576
Smuggling LO 6/2011 for the repression of Smuggling: 3.3

Crimes that could indirectly entail criminal liability of legal persons through legal representatives

Related to genetic manipulation: 162
Price changes in competitions and public auctions: 262
Corporate crimes – refusal of inspection actions: 290 to 294
Crime against workers’ rights: 311 to 316
Criminal organizations and groups and Illicit Association: 570 bis and ter and 515
Smuggling LO repression of smuggling: 2

The penalties that can be imposed on legal persons are the following:

Fines.
Dissolution of the legal entity
Suspension of its activities for a period of up to 5 years.
Closure of its premises and establishments for a period of up to 5 years.
Prohibition of carrying out in the future the activities in which the crime has been committed, favored or concealed. This prohibition may be temporary or permanent. If it is temporary, the term may not exceed 15 years.
Disqualification to obtain subsidies and public aid, to contract with the public sector and to enjoy benefits and tax incentives or Social Security, for a period of up to 15 years.
Judicial intervention for a period of up to 5 years.

Annex II

Code of conduct

This code details the rules of action, with respect to crimes, for all members of the organization and other subjects affected by this document. For standards of conduct related to the Environment, Quality or Health and Safety of workers, the procedures established in the environmental guide and in the Comprehensive Management System must be followed.

1. AREA OF APPLICATION
  - Corporate scope. – This Code of Conduct is applicable to all group companies, as well as to subsidiaries and investees over which the parent company has effective control.
  - Personal scope. – This Code of Conduct is applicable to all levels of the companies, including administrative bodies, management positions, control bodies and all personnel.
  - Relational scope. – The scope of application of this Code of Conduct will be extended, insofar as it is possible, to the main critical suppliers of the companies.
  - Geographical scope. – This policy will be applied to the activities that companies develop in any geographical area, both local and international.
2. MARKET AND CONSUMERS
  - Companies base their performance in the market on the principles of free competition and equal opportunities, and discard any action aimed at obtaining a profit, taking unfair or illegitimate advantage over customers, suppliers, competitors and other market players.
  - Consequently, the following acts or behaviors will not be considered ethical, and therefore the following acts or behaviors will be prohibited:
    - Unauthorized access to confidential information of other companies.
    - Industrial espionage.
    - Disclosure of business secrets.
    - Use of proprietary or external information for any type of transaction or business.
    - False advertising.
    - Scams, fraud and deception of any kind.
    - Spreading false rumors about products, services, market conditions, etc.
    - Maneuvers to alter the price of third-party products.
    - Maneuvers to alter the price or value of a company.
    - Manipulation of public tenders.
    - Forgery of means of payment.
    - Maneuvers to bring the company into insolvency to defraud creditors.
  - In relation to these activities, special attention will be paid to the following prohibited behaviors:
    - Access data, technical information on products or business strategies of a competitor through a common supplier, a family member, a trusted contact, or an investigation that goes beyond information that can be considered public.
    - Make false indications or promises to a client or to the market about the qualities or characteristics of your own product or that of the competition.
    - Falsify the economic and financial information of companies and especially the annual accounts.
    - Spread rumors on social networks, in the media or directly to customers, about a competitor, their products and services, or about any other company.
    - Take advantage of the reserved information that has been accessed due to the position held or the work carried out in the companies to assign it to third parties, sell it or use it to acquire or sell shares, or for any other transaction or business.
    - Carry out any type of unfair action that puts companies at an advantage in the market.
3. CORRUPTION
  - Companies base their relations with the public and private sectors, both nationally and internationally, on the principles of transparency and equal opportunities, and discard any action aimed at achieving an advantage over competitors, in the market or in public or private contracts that are based on an illegal act.
  - Consequently, public positions and officials or managers of private companies may not be offered or favored with money, gifts or any other economic or patrimonial benefit aimed at obtaining any type of advantage in favor of the companies.
  - Influence peddling will be considered any act or strategy that aims to guide or influence the actions of a public official or authority by taking advantage of any situation derived from his personal relationship with him or with another public official or authority to achieve a resolution that may generate directly or indirectly an economic benefit or avoid a loss of any kind to the companies themselves or to a third party.
  - No activity that may constitute influence peddling may be carried out, and in particular, the activities summarized below:
    - Directly influence a public official or authority.
    - Indirectly influence by accepting the offer of a third party.
    - Influence through the services of a third party.
  - Companies may have a relationship with political parties within the framework of what is established in the legal system of the countries in which they operate and complying at all times with national laws regarding the financing of political parties.
  - Donations may not be made to political parties or to foundations linked to political parties.
  - The companies will carry out a verification or verification of the real destination of the funds destined to an NGO, or to a sponsorship, patronage or any other social, cultural, scientific, charitable, sports or similar project.
  - A conflict of interest will be considered a situation in which a business action or decision may be influenced by a particular interest of the person or persons of the companies that participate in it, or of third parties with whom they have a personal relationship.
  - At all levels of the companies there will be a duty to avoid situations of conflict of interest.
  - In the case of actions of introduction, commercialization or implantation in foreign countries, payments or gifts directed to public officials of said countries may not be made in order to facilitate an administrative procedure, obtain an import license or a permit, a favor or a service of any other nature.
4. INFORMATIC SECURITY
  - At all levels of the companies, they will ensure the prevention and control of crimes that can be committed through the use of information technologies.
  - Among these crimes, which constitute prohibited acts in companies, the following stand out:
    - Unauthorized access to computer systems of competitors, clients, or any other public or private company or organization.
    - Spreading of viruses or programs that may damage tangible or intangible assets.
    - Denial of service attacks.
    - Manipulation of electronic auctions.
    - Any other type of computer damage, including sabotage or the simple alteration of the data or information contained in a third-party computer system.
    - Electronic scams, including phishing, pharming and any type of deception based on the use of information technology or social engineering.i
    - • Dissemination of rumors, criticisms and boycotts through the Internet and social networks, including retweets and the forwarding of messages of any kind.
    - Carrying out deceptive advertising campaigns and promotions.
    - Infringement of the intellectual or industrial property of technological assets.
    - Industrial espionage through the Internet.
    - Discovery and disclosure of business secrets obtained through the Internet.
    - Unauthorized transfer of databases.
    - Unauthorized obtaining or transfer of personal data of a reserved nature.
    - The registration of domains using foreign trademarks and names.
    - Money laundering through electronic transactions or self-consumption.
    - Child pornography.
  - SANCTIONS AND SANCTIONING PROCEDURE
    - The Code of Conduct is incorporated into the regulatory body of the company, and in the instructions of the employer for the purposes of the Workers’ Statute, so they are mandatory and non-compliance will be sanctioned for violating good contractual faith.
    - Failure to comply with the law, the Code of Conduct or the regulations that develop it will constitute an infraction whose graduation and sanction will be carried out in accordance with the provisions of the Collective Agreement to which the companies belong.
    - The sanctioning procedure will start from a complaint, a communication, as a result of an investigation or as a result of any other way that allows the knowledge of the presumed infraction.
Annex III
Definitions

The definitions of those concepts that will be used frequently in this document are listed below (cited in italics):
- ENERLAND GROUP / Organization: ENERLAND GROUP, ENERLAND 2007 FOTOVOLTAICA S.L.
- Governing body: ENERLAND GROUP’s Management Body, insofar as it is assigned the fundamental responsibility and authority for activities, governance and policies and to which ENERLAND GROUP’s Senior Management reports and is accountable.
- Senior management: Members of the Management Committee of the ENERLAND GROUP that belong to the parent company, ENERLAND 2007 FOTOVOLTAICA S.L.
- Compliance Committee: ENERLAND GROUP internal body, endowed with autonomous powers of initiative and control, entrusted, among other tasks, with the responsibility of supervising the operation and observance of the Criminal Compliance and anti-bribery management system of the Organization. The existence of the Compliance Committee complies with the requirements established in the Spanish criminal regulations (article 31 bis of the Spanish Criminal Code) regarding the supervision of the Criminal and Anti-bribery Compliance Management System.
- Members of the Organization: the members of the Governing Body, managers, employees, workers or temporary employees or under a collaboration agreement, and volunteers of an organization and the rest of the people under hierarchical subordination to any of the above.
- Business partners: any legal or natural person, except Members of the Organization, with whom the Organization maintains or plans to establish some type of business relationship. By way of example, but not limited to, intermediaries such as agents or commission agents, external advisers, joint-ventures or natural or legal persons hired by ENERLAND GROUP for the delivery of goods or services are included.
- Subjects affected by this document: all the Members of the Organization as well as the Business Partners that are determined, when it is advisable or necessary to transfer all or part of the contents of this document.
- Third: natural or legal person or body independent of the Organization.
- Interested parties: natural or legal persons who, not being Business Partners or Members of the Organization, may be affected or perceived as affected by a decision or activity of the Organization.
- Personnel who occupy particularly exposed positions: Member of the Organization whose position entails an exposure to some criminal risk greater than low in accordance with the evaluation of Criminal Risks.
- Criminal and anti-bribery Compliance Policy: set of provisions contained in this document, hereinafter also referred to as the “Policy”.
- Catalog of prohibited conducts and expected conduct parameters: document that reflects the list of crimes applicable to legal persons in the terms provided by Spanish criminal law, as well as a brief description (not literal) of each of them and the conducts that they are expected of their recipients for their prevention, detection or early management.
- Backbone document of the Compliance Management System: document that is protected by this Policy and includes the existing organizational standards and documents within ENERLAND GROUP in matters of criminal Compliance and that include the measures designed to evaluate, prevent, detect and manage criminal risks early.
- Criminal Compliance and anti-bribery management system: organization and management system for the prevention of crimes, whose objective is the prevention, detection and management of criminal risks by integrating them into business processes, as well as measuring for their improvement continuous, and whose essential basis is represented in the Criminal and Anti-bribery Compliance Policy and in the Backbone Document of the Compliance System. Hereinafter also referred to as the “System”.
- Criminal risk: risk related to the development of conduct that could constitute a crime attributable to ENERLAND GROUP, according to the criminal liability regime of legal persons established in the Spanish Criminal Code.
- Requirement: expected and mandatory requirement. The requirements may come from criminal laws and complementary regulations or be set by ENERLAND GROUP through the Criminal and Anti-bribery Compliance Policy or any of the documents of the Criminal and Anti-bribery Compliance Management System that support it.