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CODE OF ETHICSAND CONDUCT
GRUPO COTEMAR MÉXICO
3.1 Mission 3.2 Vision 3.3 Organizational values 3.4 RSE Principles 3.5 Purpose3.6 Scope
4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8
6.1 6.2 6.36.46.56.66.7
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Relationship with our personnelRelationship with the clients Relationship with suppliers Relationship with the shareholdersRelationship with the communityRelationship with the authority Relationship with the competenceRelationship with the associations
Generals responsibilitiesParticular responsibilities Whistleblower ChannelZero tolerance for retaliation Consequence System Comprehensive System of Ethics Recommendation, complaint or claim formatAdhesion Letter to the Code of Ethics and Conduct Validity
ANNEX 1:Recommendation, complaint or claim formatANNEX 2:Adhesion Letter to the Code of Ethics and Conduct
5.15.25.35.45.5
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5.75.8
5.9
Safety and HealthEnvironment Equal employment Workplace without harassment Workplace without toxic substances Handling of private and confidential information Conflict of interests Corruption (gifts, bribery, illegal actions) Fraud
Law, rules and standards Compliance Company’s assetsMoney laundering and terrorism financingDiversity and InclusionHuman Rights Communication Channels and Corporate ImageTransparent and complete information record Code Compliance
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5.115.12
5.13 5.14 5.15
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Contact
Content
Ethics [email protected] Corporate GovernanceJuly, 2017
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4 6our interest groups Code of Ethics and ConductRelationship with Administration of the
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Standards of conduct
Message from Management
Introduction
Fundaments
48 Annexes
At Grupo Cotemar México and subsidiaries, we seek excellence through intense experience that we value; we have been distinguished ourselves as a company committed to its philosophy and with the society, thus achieving an image of quality and service. Our values
remain the basis on which our actions are built and ethics becomes a fundamental factor for our operation development, a trust generator that represents a distinction hallmark that our clients and the market value in an extraordinary way.
I am pleased to present the new Code of Ethics and Conduct, an important instrument for the success of GCM’s strategy. We have updated our Code to provide clearer and more specific information, but its basic principles and our values remain intact; it presents the general guidelines of conduct, which we are obliged to follow, as a firm basis to carry out our work. The standards set out herein shall be followed in addition to the internal Policies and Procedures and strict compliance with applicable Laws and Regulations.
I invite you to read our Code carefully, to refer to it continually as a guide and report any activity that at your opinion breach the law and/or this code; I am convinced that it is an excellent instrument to strengthen and preserve our values and an effective mean of preventing and banishing the conducts that threaten them.
Best regards,
Lic. Alejandro VillarrealExecutive Director
Grupo Cotemar México
1 Message from Management
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Introduction
This document has been elaborated by the GCM collaborators and applies to all personnel related to the Company and its subsidiaries in our different operation centers.
The Code of Ethics and Conduct (“Code”) is the expression of the business commitment to maintain the highest ethical levels of performance, and thus retain the leadership at the service to oil and gas industry.
This Code defines the values and principles that we govern our actions, determines the GCM commitment with the different interest groups (Employees, Clients, Suppliers, Shareholders, Communities, Associations and Institutions, Authorities and Competition) to express their intention to generate the value added to each of them.
At GCM, every person has the rights and freedoms proclaimed in the Universal Declaration of Human Rights (UDHR), without distinction of race, color, gender, language, religion, political opinion or any other type, social origin, nationality, economic position, birth or any other condition. At GCM, the right to freedom of thought and expression is respected.
The compliance of this Code is an individual responsibility that transcends the GCM’s limits, maintaining a great respect
for the community and the environment. The commitment of those who work at GCM is to give life to this document, through its application in all our actions, the guidelines that are stated here are the foundation that defines to GCM.
Although this Code of Ethics and Conduct covers a wide range of business situations and procedures, it does not intend to cover every situation in which it is necessary to make an ethical decision, but it raises the fundamental principles that serve as a guide for the GCM personnel. Our Code of Ethics and Conduct does not exhaust all situations or ethical and conduct guidelines nor substitute any of the policies and procedures of the same GCM, but it establishes a set of ethical standards that the company and its members agree to respect.
Every person who works at GCM shall carry out their actions according to the language and essence of this Code, in addition to avoiding behaviors that give the appearance of being incorrect.
Our Code of Ethics and Conduct is a guide for all those make up GCM, therefore, it is everyone’s responsibility carry out each of these ethical precepts, to act ethically and integral.
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Fundaments
3.3 Organizational values
At Grupo Cotemar México and its subsidiaries, we seek excellence through the daily experience that we value:
CollaborationWe work in teams generating teamwork, synergy and empowering the talent of our personnel. We learn and improve with a positive attitude, respect and humbleness.
ResponsibilityWe seek the sustainable balance between the use of our resources, the environment and the community; we honestly compete and we respect the laws and standards established, being our priority the safety of all.
IntegrityWe act ethically with congruence, honesty and transparency, based on our organizational values, always within the legal and regulatory framework that governs us.
EffectivenessWe aim to the excellence in our services, processes, and work operation with a purpose to achieve the results.
InnovationWe adopt new ideas, constantly challenging ourselves and generating better value alternatives for our company.
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We are a leading company that offers products and services in the oil and gas industry, satisfying high standards of quality, safety, environmental protection and effectiveness to our clients, supporting us in efficient processes, cutting-edge technology, committed people and institutional values, contributing responsibly to the development from our country.
To be a sustainable world-class oil company in the energy sector, recognized for its excellence to create value and offer innovative quality solutions to our clients and interest groups, always acting with safety, responsibility and respect for the environment.
3.1 Mission
3.2 Vision
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3.4 RSE Principles 3.5 Purpose
The purpose of this Code of Ethics and Conduct is to share the guidelines, which represent the interests of the collaborators, to ensure the better development of our company and a healthy work environment that also allows the professional and human development that shall be the base to achieve our goals.
3.6 Scope
The scope of this Code involves all company personnel that provides housing, transportation and maintenance services in the offshore and onshore oil industry and any other company that is part of GCM currently and in the future and their related groups.
We respect the standards (rules) and seek to go beyond the law towards a spirit of transparency, trust, and accountability.
We respect human dignity with justice and equity in all our actions.
We provide favorable working conditions for quality of life that are equitable and contribute to the professional and human development.
We respect the environment in every one of the operation and marketing processes, as well as contributing to its preservation.
We combat internal and external corrupt practices; including extortion and bribery with a Zero Tolerance Policy.
We contribute to the social development as part of our strategy to increase the share capital and contribute significantly to the common good.
We seek the competitiveness without causing damage; we support multilateral trade, fair competition, and be responsible and ethical in advertising, the products and/or services quality, distribution and promotion.
We establish in writing the commitment of the organization with its interest group, we follow up, dialogue and seek for initiatives and/or competitive strategies of mutual benefit and we verify its compliance.
We implement RSE processes and management systems, which contributes to the adoption of the principles applied in the fields and interest groups.
We carry out based on the organizational values, we promote and monitor their compliance permanently; we have included them in this Code of Ethics and Conduct and make them public.
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We promote the growth and development of collaborators -company
4.1 Relationship with our personnel
At GCM, we recognize that our collaborators are the most valuable resource. That is why we always promote a work environment of respect, dignity and justice. Together we build the Group’s reputation through our actions every day.
Relationship with our Interest Groups4
GCM commitments with our people:
Provide jobs that improve living conditions with fair and equitable compensation based on individual and collective productivity according to its competencies, market and performance in the job position.
Provide a work environment that promotes welfare, comprehensive health and the dignity of each employee.
Generate two-way communication channels with our employees sharing useful and timely information that contribute to improving the personnel development.
Empower our employees in their area of responsibility in such way that it promotes action in an environment of trust and creativity.
Enter into negotiations in good faith when a conflict arises and periodically generate feedback practices.
Avoid discriminatory practices by ensuring equality and fair treatment and promoting the diversity in terms of age, gender, race and religion.
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Promote diversity considering the employment of disability personnel and to be inclusive in the job offer in job positions that generate value for both parties.
Provide to our employees, facilities and equipment necessary for safety and protection corresponding to each work position and promoting a culture of incident prevention, health care and constant training to prevent accidents and unsafe conditions.
Encourage and help the employees to develop useful and transferable knowledge and skills, through continuous training programs, projects and experiences that are useful in their professional and personal growth.
Be sensitive to strikes from business decisions, collaborating with governments, employee unions, other organizations and other companies to resolve these problems.
Promote work/family balance and to respect the privacy and individuality of the employees.
Respect the employee’s right to vote in the election of a candidate to hold a political position, which is free, personal and non-transferable.
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We provide decent Jobs collaborating to the integral development of our people
4.2 Relationship with the clients
Our clients are the reason why we exist, their complete satisfaction is essential to our success, they are our strategic allies and therefore, we strive to make our business proposal conducive to their growth and development. In our dealings with clients, any kind of corruption, bribery, favoritism, or any activity that is contrary to good manners and laws is not allowed.
GCM commitments with our clients:
Provide products and/or services of the highest quality according to its specifications, seeking for their complete satisfaction.
Treat our clients with honesty in all aspects of our business transactions, offering them a high level of services, and solution to their claims.
To do everything possible for the welfare and safety of our clients, as well as the environment, to be preserved, or improved, by our products and services.
Promote without falsehood and with transparency, using real and truthful information, about the availability, opportunity and/or quality of our products and services, as well as the terms of sale.
Compromise our capabilities only with which we can comply fully.
Provide a proper, complete, professional, equal and fair treatment; without discrimination or imposition, that means trust, credibility and continuity.
Carry out and comply with the mechanisms to avoid any kind of corruption, bribery, favoritism, or any activity that is contrary to the law.
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4.3 Relationship with suppliers
We are committed to carrying out honest and fair negotiations, without discrimination and/or impositions. All suppliers shall be always treated with respect, fairness, trust and cordiality.
GCM commitments with our suppliers:
Seek justice and veracity in all our activities, even prices, licenses and sale rights.
Ensure that our business activities are free from any coercion and unnecessary litigation.
Forging a permanent stability in our company/supplier relationship, in exchange for quality, competence and professionalism.
Seek the development of our suppliers by providing support and information to improve the characteristics of their materials and services and integrate them into planning processes that lead to a long-term trust relationship.
Establish agreements regarding fair payment terms and define stable, simple and clear processes.
Seek, stimulate and select suppliers, whose business practices respect human dignity, the environment, the fulfillment of tax obligations and the legality of the operations.
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We strive for respect, transparency and fair treatment with our customers and our suppliers
4.4 Relationship with the shareholders
Shareholders are a driving force in the creation of jobs in the communities where GCM has operations and for that reason, we are committed to them for the sustained growth of the company.
GCM commitments with our shareholders:
To offer a diligent and professional management, in order to ensure a fair and competitive performance for our investors.
Provide all relevant information within the limits of the law and carry out our responsibilities in compliance with the Corporate Governance guidelines.
Preserve, protect, and increase the company’s assets; so that they are used exclusively to carry out the tasks related to commercial activities and the performance of the functions of the company.
Meet their requests, suggestions, complaints and formal resolutions.
Incorporate good Corporate Governance practices that allow for regulation, an objective and strategic decision-making and the institutionalization of the Organization.
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4.5 Relationship with the community
At GCM, we are committed promoting and contributing to the development of the communities in which we operate, we believe that the community is the home of our people so, we care that our presence is always positive.
GCM commitments with the community:
Contribute to the economic growth and social development of the communities where we have activities through the creation and maintenance of local employment sources.
Respect and promote human rights, as well as democratic institutions.
Collaborate as much as possible with those groups in the community dedicated to improving the development of it. (Example: in the areas of education, health, safety and health, human development and economic welfare).
Promote and stimulate the continuous development in the preservation and improvement of the environment and in the conservation of natural resources, respecting the environment and minimizing the environmental impact of our operations.
Respect the laws and regulations of the localities, in which we operate, as well as customs and traditions.
Be a good citizen by means of social investment, cultural and educational contributions, actively participating in community and public issues with social impact, in addition to promoting the participation of employees in civic and community affairs.
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We incorpórate good practices of Corporate Governance in GCM
4.6 Relationship with the authority
At GCM, we keep informed of the laws and make the adjustments that are necessary in order not incur any breach. We cooperate at all times with the competent authorities for the full exercise of its powers and act in accordance with the right to defend of the legitimate interests of the company.
GCM commitments with the authority:
Respect and comply with the obligations of the law.
Seek specific or specialized certifications relating to the daily operations of the company, even in areas that are not normally subject to them.
Provide sufficient, timely and clear information to the competent authorities for the fulfillment of their functions, safeguarding our legitimate interests.
Collaborate with the government and social development programs that are the competence and obligation of the company.
Propose launch of campaigns in points of interest in our organization.
Contribute to the fight against bribery and corruption.
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4.7 Relationship with the competence
We are committed to competing in the market based on price, quality and service, in a framework of integrity and respecting our competitors in every way, so we comply with the legislation on competition matters.
GCM commitments with the competence:
Promote a competitive behavior that is socially and environmentally beneficial and that demonstrates mutual respect between competitors. As well as abstaining from negative comments from the competition.
Respect property rights, both tangible and intangible.
Refrain from promoting or participating in doubtful payments or in favors with the idea of obtaining competitive advantages. In addition to reporting in case they are presented.
Refuse to obtain commercial information through dishonest or unethical means, such as industrial espionage.
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We ensure compliance with our obligations
with practices We compete vigorously
of respect, transparency and fairness
4.8 Relationship with the associations
The associations are essential in the development of the communities, so GCM adheres, participates and supports these associations.
GCM commitments with the associations:
Seek to connect us with chambers and/or associations where we can contribute and participate in improving the development of the industry and the community.
Connect with educational institutions to promote and motivate educational development, new technologies and local knowledge, as well as structuring strategies so that future generations can carry out their university practices.
Support the institutions of the region with technology or resources that allow these organizations to contribute more efficiently to the community.
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institutions We link with the
and seek the developmentof the community
Standards of conduct5
5.1 Safety and Health
A safe workplace is a benefit and a guarantee that GCM provides to its employees. We are committed with the safety and health; for us it is not negotiable, so we give all the necessary to our collaborators for the performance of their function in a safe manner; protecting them against possible accidents at work and occupational diseases. GCM promotes a culture of health and safety by providing permanent training before this matter.
That is why, rules, practices and the existence of a permanent program of safety, occupational health and environmental protection are established with a solid support for the entire team.
Possession of weapons and other dangerous devices to the collaborators and visitors within the facilities, buildings, yards and vessels of the company.
Failure to comply with established safety procedures and civil protection measures.
Failure to comply with the safety, health and environmental protection regulations of the Client.
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5.2 Environment
GCM is strongly committed to the protection and preservation of the environment, we seek that our operations are in harmony with nature and we promote the development and implementation of systems for prevention, control and reduction of environmental impacts in all our operations without exception.
It is the responsibility of all that we are working at GCM, to comply with and enforce the established standards, laws policies and procedures.
Unacceptable behaviors are:
Collaborators shall perform the necessary actions to ensure that in their operating units:
Breach of environmental laws in any territory that GCM has operations.
The significant changes in vessels, facilities and processes are evaluated in advance to prevent adverse changes in the environment.The effective response procedures to possible emergencies are implemented to minimize the impact of unpredictable incidents.An unacceptable environmental impact due to air emissions, drainage discharges, and the handling and confinement of solid waste shall be avoided.Efficient energy sources are used.The environmental accidents are prevented with the use of good international practices in environmental care.
Contribute consciously or negligently to the contamination of the environment in any of its manifestations.
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Unacceptable behaviors are:
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These principles extend to all decisions related to employment, including:
Recruitment, hiring and promotion. Wages and benefits. Promotions, reductions and transfers of personnel. Training and career plans
Any of these decisions will be the result of the individual evaluations of the applicant or collaborator related to the work performance, based on the merits, qualifications and results, without taking into account characteristics that are not related to the work, for example: color, race, nationality, gender, age, religion, disability, among others.
GCM complies with the Federal Labor Law and all applicable labor laws, ensuring that the entire value chain also observes them. “At GCM, the plurality enriches us and in turn, we respect individuality”.
5.3 Equal employment.
At GCM, the way in which its collaborators are related, always has as a principle the respect and dignity. Each person fulfills a unique function, so it is essential that exist a motivating, rewarding and fair work environment. Each of us shall have the opportunity to achieve its maximum potential and contribute to the success of GCM, striving to provide an open and creative environment that inspires the best efforts and results.
Unacceptable behaviors are:
To generate a working environment where the person’s rights are respected, it is essential that at the moment of establishing personal and professional relationships, the civil status of each individual is respected.
5.4 Workplace without harassment
The application of values requires a work environment in which the people’s rights are respected. In the company’s facilities, yards and platforms shall be maintained a professional working environment, where employees treat with respect to their colleagues as well as those with whom professional and commercial activities are carried out (clients, suppliers and interest groups).
Unacceptable behaviors are:
Inappropriate verbal, physical or visual behavior.
Make differences in the treatment and intervention of the employees.
Abusive language and/or physical aggression.
Promote discriminatory language in any type of corporate communication, internal or external and with distinction.
Injuries caused to a person intentionally.Maintain favoritism among employees that put the activities and the benefits granted in conditions of inequality.
Bullying and harassment to other people.Not contributing to the professional development of the collaborators or limit it.
Sexual harassment.
Extramarital relations between collaborators.
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HARASSMENT
5.5 Workplace without toxic substances
The use of any type of toxic or enervating substances, such as alcohol, drugs, narcotics, among others, constitutes a major threat to the safety, health and productivity of our company and all those who work in it, without taking into account the legal implications.
Unacceptable behaviors are:
The use or possession of alcohol, narcotics or other controlled drugs in work sites is not allowed under any circumstance. Only the possession of medicines prescribed by a doctor is allowed, which shall be informed to the immediate supervisor and to the Medical Services area of GCM who shall evaluate that they can perform their tasks.
Work under the influence of alcohol, narcotics, toxic substances and drugs.
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Unacceptable behaviors are:
Breach of the laws that protect private and confidential information.
Transgressions to the contractual obligations acquired by GCM on the confidentiality of the information of clients, suppliers and interest groups.
Improper subtraction of private and confidential information from GCM or third parties by any means.
Improper communication of private and confidential information from GCM or third parties by any means.
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5.6 Handling of private and confidential information
In accordance with the provisions of article 17, fraction II of the Federal Law for the Protection of Personal Data Held by Individuals, GCM is responsible for the use and protection of its personal data, so we undertake to respect the exclusive private data of the company as follows:
Maintaining a rigorous confidentiality of the information granted. All the information that is handled is considered as classified, of intellectual property and of private nature, this applies to the own information and the provided by the interest groups.
Avoid sharing information with anyone, even with a co-worker who does not need to know it.
Making good use of information is a competitive advantage, because its handling is carried out responsibly, safely, objectively and in accordance with the law. Confidential information is understood as all that is the property of the Group, such as personal data of the group companies and their employees (sensitive data), methods, processes, strategies, project plans, technical data, among others, whether published or not.
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Not communicating with the Ethics Committee the conflicts of personal interests, of relatives in first and second blood or political family members in relation to GCM and those that know of any collaborator of the company.
Those mentioned in the Conflict of Interest Prevention Policy and applicable law.
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5.7 Conflict of interests
At GCM, it is important that in every decision take inside and outside the company avoid conflicts between personal interests and those established in the company. The collaborators are committed to managing professional relationships taking into account the responsibility of the company and always trying to avoid any situation that could represent a problem within the company.
A conflict of interest occurs when a person who works in the company, seeks personal benefits or if a member of any member of his/her family receives undue benefits from the company.Purchase and sale operations with companies that are property by first and second blood or political family members (spouse, parents, children, siblings, cousins, nephews, etc.) and from GCM’s own collaborators will be allowed except in case of such companies:
Demonstrate to be competitive in terms of price, quality and service.
Be outside of the area of responsibility of the collaborator with whom they have a family relationship.
This fact is made of the knowledge of the Ethics Committee so that it validates compliance with these requirements.
Unacceptable behaviors are:
Unacceptable behaviors are:
Receive gifts, meals, discounts or special attention for him/her or his/her family by clients, suppliers or other people related to the company, as well as accept that clients and suppliers cover their expenses in business meetings.
Accept any gratification, reward, bonus or another form of compensation in its relationship with clients, suppliers and interest groups.
Make any type of offer or payment, either in cash or in kind to the interest groups (directly or through third parties), in order to influence their relationship with the company.
Offer, promise, give, accept, forgive or demand bribes, in order to obtain commercial contracts or other services. No one shall benefit from them as explained in the company’s anti-corruption policy.
Give an object of value to government officials and employees, if this can be interpreted as an attempt to seek favors for the company and can be interpreted as Bribery of Public Officials.
Those mentioned in the Anti-Corruption Policy and in the applicable laws.
“Minor, legal and authorized promotional and office items are excepted according to the established guidelines for Attention to third parties”.
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5.8 Corruption (gifts, bribery, illegal actions)
At GCM, we are against actions such as bribing, accepting or receiving gifts, benefits or money that affect objectivity in decision-making.
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Unacceptable behaviors are:
Submit fake expense reports.
Falsifying or altering checks or documents.
Embezzling and/or stealing cash or assets or misuse the company assets.Manage and report transactions without authorization.
Make inaccurate reports.
Simulate the services hiring.
Other cases that determine the applicable laws and those mentioned in the Anti-Fraud Policy.
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5.9 Fraud
It is the act or intent to cheat, deceive or steal, simulate or lie, constitutes a dishonest act and a crime, so that at GCM, all fraud actions shall be subject to complain before appropriate authorities, as well as reasons for rescission of the employment relationship, in accordance with the provisions of the labor and criminal regulations established by applicable legislation.
It is important that the implications of committing some inappropriate behavior that results in illicit action are understood.
Unacceptable behaviors are:
Violations of laws, rules and standards of the regulatory framework to be met by GCM.
Ignore, default or apply for failure to comply with the internal control established at GCM has entailed: activities, procedures, processes, etc.
Failure to comply with any of the rules and guidelines established by GCM, including Manuals, guidelines, Codes, Corporate Policies, instructions, among others.
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5.10 Law, rules and standards Compliance
At GCM, we are committed to complying with the laws, as well as complying with the regulations of the different matters that the company has established, including policies, practices, systems and procedures. Inaccurate, incomplete or non-timely accounting and reports may breach the Law and result in legal liability of the company and / or collaborators.
We maintain accurate books and records that reflect our business transactions and company activities perform our responsibilities in compliance with established internal controls.
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FRAUD
Unacceptable behaviors are:
The undue subtraction of company´s assets (Theft).
Misuse of assets or to be used for personal benefit.
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5.11 Company’s assets At GCM, we use the company’s assets efficiently and take care to protect them against loss, damage, misuse and theft; all the assets allow us to carry out the tasks and functions corresponding to our position, and therefore we commit to:
Safeguard the assets that are under our control and use them for the performance of our functions and for the company benefit.
Avoid being used for different purposes if there is no the written authorization of the immediate superior.
We mean by company´s assets not only the land, buildings, trucks, machinery or furniture but also the plans, designs, processes, systems, technology, drawings, business strategies, product launch plans, money, materials, tools, among others. Those tangible and intangible assets of the company.
Unacceptable behaviors are:
Maintain a commercial relationship with those suppliers, clients or people who engage in this type of practice.
Perform personal money laundering through GCM.
Perform operations of illegal origin and / or source.
Those mentioned in the Money Laundering Prevention Policy and those cases established by applicable laws.
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5.12 Money laundering and terrorism financing
GCM does not perform or carry out money laundering practices of illicit origin or financing of terrorism.
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Unacceptable behaviors are:
Not providing safe and humanitarian working conditions.
The hiring of forced labor and/or exploitation of minors.
Promote a workplace with discrimination and any type of harassment and/or bullying.
Provide salaries, benefits or other employment conditions that are unfair or unequal.
Prevent employees’ right to freedom of association.
5.14 Human Rights
GCM recognizes the importance of maintaining and promoting fundamental Human Rights in all our operations and throughout our Value Chain. Our Organizational Values, our Code of Ethics and Conduct, Sustainability Business Strategies and Talent Attraction Policies, among others, to support the principles that emanate from the Universal Declaration of Human Rights of the United Nations (UDHR) are integrated.
That is why, GCM expresses its commitment to promoting these principles within its influence sphere, both to employees and to all external parties that have a relationship with the Group.
We constantly try to evaluate our actions, to make sure that we do not breach or contradict any of the basic principles of Human Rights.
Our commitment extends to promote these principles to all our Stakeholders.
Unacceptable behaviors are:
Discrimination by age, skin color, disability, marital status, race, religion, sex, sexual orientation or any other condition protected by law.
Not respecting the diversity of talents, abilities and work experiences of others.
Not value the contributions of others.
Prevent an atmosphere of trust, candor and sincerity.
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5.13 Diversity and Inclusion
At GCM, we define “diversity” as those unique characteristics that make up each of the collaborators, such as personality, lifestyles, ways of thinking, work experiences, ethnic origin, race, color, religion, sex, gender identity, sexual orientation, marital status, age, nationality, disability, ex-combatant status, among others.
We strive to attract, develop and retain a diverse workforce such as the markets in which we operate and strive to ensure an inclusive work environment that embraces strength through these differences.
The role of all of us who work in the Group, the creation of a solid inclusive work environment is important, that embraces the strengths of our differences and where everyone feels valued and included in the development of the group. We promote diversity and inclusion through respect among ourselves and towards third parties (GCM Interest Groups).
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5.16 Transparent and complete information record
A company like GCM, performs many activities and operations on a daily basis, interrelating all the areas that make it up, so information that is generated from this daily activity must be tried with diligence and care.
All the records with which the GCM collaborators work daily must be taken, conserved and destroyed in accordance with the internal rules and regulations.
It is everyone’s responsibility to carry out our records transparently and integrally. All the accounting books and records of our daily operations shall be made with clarity and precision, in a timely manner to prevent any risk from materializing due to the lack of such information or because this information is incorrect or inaccurate, which induces error.
5.15 Communication Channels and Corporate Image
At GCM, we take care the image and the communication way both internally and externally. We know that the entity of our group corresponds to our way of relating and communicating. What we say, project and express define our entity by strengthening or weakening it.That is why attention to the national and foreign media in all its forms corresponds solely and exclusively to the Directorate who shall be responsible for approving the media and the formal language through the spokespersons designated for this purpose in the Communication area. In the same way, the Directorate has authorized a Corporate image, which we must take care of and respect, not making a bad use of it. (Our image is our most powerful tool before all our Interest Groups). It is everyone’s responsibility to protect it and make a correct use of it.
Our commitment is extended to promote these principles to all our interest groups, diligently seeking the correct uses and forms of communication, as well as respect for our corporate image in whatever form, protecting the reputation of GCM at all times.
Unacceptable behaviors are:
To communicate on behalf of the entity without previously informing the authorized spokespersons or declaring that such communication is in their own name and not the company.
To disseminate confidential and restricted information, without the precautionary measures due and with its prior authorization.
To use the GCM logos, (whichever is applicable) incorrectly, not with prior authorization.
To use the brand of any of the companies that make up GCM, for personal use and own benefit.To discredit the company image.
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Unacceptable behaviors are:
It does not record all the operations in a clear, precise and timely manner, leaving gaps in this information or ensuring the lack thereof. That all the information generated is not fed into the computer systems authorized and destined for it. That all economic transactions are not reflected with integrity.
The information recorded and performed is not clear and reflects other information than the actual information.
Failure to comply with internal control systems, established for information record.
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5.17 Code ComplianceGCM shall establish a preventive monitoring program to monitor the compliance with this Code. Each deviation from the ethical precepts, or each complaint received, shall be investigated by GCM Internal Audit. Prior approval of the Ethics Committee, or in its case whoever it designates.
The investigations shall be carried out confidentially and with strict respect to the rights laws of the collaborators and shall be coordinated with the other areas involved in the personnel management designated by the Ethics Committee.
It is the responsibility of all the collaborators, to attend promptly to the recommendations made in order to correct the deviations detected, against the Corporate Ethics; with respect to Internal Control, Policies and Procedures, Control Mechanisms, among others; either Operational or Administrative area, and forcing itself to implement the necessary corrective measures.
We are committed to protecting the employees’ rights who denounce or express their concerns always in good faith.
Unacceptable behaviors are:
Not cooperating with internal or external investigations, not providing information and / or evidence.Not maintaining the confidentiality of the information presented, in any requested investigation.The destruction or alteration of documents and/or information with the intention of obstructing and investigation or revision.
To reprimand or intimidate other collaborators so as not to report incorrect situations that breach the ethical principles established in this Code.Not communicating the requested information in an honest way or to prevent by any means the correct and concrete communication in the investigations.
Not carrying out the agreed corrective actions.
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6 Administración del Código de Éticay Conducta
6.1 General responsibilities
Without exception, all of our shareholders, counselors, directors, subdirectors, managers, superintendents, heads, coordinators, administrative and operating personnel, and / or any collaborator of GCM commits to:
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Know and adopt this Code of Ethics and Conduct in accordance with each of its established guidelines.
Comply with fundamental human rights and legal prohibitions regarding forced labor, slavery and child labor.
Contribute to the achievement of the Vision and Mission, through an ethical behavior that consistently reflects our principles and values.
Respect nationality, age, race, ethnicity, religion, different ability, marital status, sexual orientation, or other.
Conduct our operations in a transparent and complete manner, so it is necessary that our transactions comply with the anti-corruption and anti-bribery laws, including keeping accounting books and records complete and accurate.
Provide a safe, healthy, productive and dignified work environment where fundamental rights are respected.
Promote an environment of mutual respect and comply with the laws, rules, policies and regulations of the countries in which we operate.
Act with integrity and ethics, always seeking to protect the GCM interests.
Treat the personal data with responsibility, ethics and in accordance with the privacy laws applicable in the country where we operate.
Avoid situations that mean or could mean a conflict between personal interests and those of the company.
Improve our processes, policies and procedures to minimize the negative impact on the environment and the communities in which we operate.
Report through the whistleblower channel any violation of the Code of Ethics and Conduct.
Refrain from taking actions to influence, coerce, manipulate or deceive any internal or external auditor or official who is performing reviews or investigations.
Administration of the Code of Ethics and Conduct56
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Board of Directors:
General Direction and Executive Direction:
Ethics Committee:
Approve and authorize this GCM’s Code of Ethics and Conduct.Promote and lead by example the values and behaviors established in this GCM’s Code of Ethics and Conduct.Maintains in force the GCM’s Code of Ethics and Conduct, ensuring that its content responds to the requirements of its collaborators and its relationship with its shareholders
Authorize the application of sanctions for serious breach of this Code of Ethics and Conduct.Provide shareholders with benefits that are proportional to the risk level that they operate.Ensure responsible and efficient management of GCM resources.Provide information in a timely manner to the Shareholders and Board of Directors
Ensure the process of reception, attention, evaluation, investigation and sanction of the suggestions, complaints and claims on the elements of this Code.Establish the sanctions and action plan corresponding to the breach of this Code.Recognize with merits and awards for good practices.Protect the confidentiality of whistleblowers and/or collaborators involved in the investigation, as long as it does not infringe the laws.Review, update and supervise compliance with the Code of Ethics and Conduct.
6.2 Particular responsibilities
Specific responsibilities include the following:
Código de Ética y Conducta
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Internal Audit:
Evaluate the cases where there is or could be a conflict of interest, and determine the corresponding actions.Disseminate the Code of Ethics and Conduct, with support from Human Resources.Establish in conjunction with the Human Resources area the annual learning plans on the Comprehensive System of Ethics for the personnel.
Complies with the guidelines and policies on safety in the company and promotes awareness of prevention and safety among employees.Include in the induction programs the topics contained in the Code of Ethics and Conduct prior approval of the Ethics Committee.Keeps adhesion letters of compliance to the Code of Ethics and Conduct of all GCM’s employees.
Perform their work with honesty, diligence and responsibility; contributing to strengthening organizational values through their research and revisions within GCMAlways exercise their professional judgment in an objective manner.Be prudent and confidential in the use and protection of the information acquired.Participate only in services for the job skill possessed (knowledge, aptitude and experience).Supervise the operation and actions of the Ethics Committee.Monitor compliance with the guidelines contained in this Code of Ethics and Conduct.
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In case of detecting any fault against ethics and its principles, it can be notified by means of:
Speak directly with the immediate head, head of the area or with any other partner (same or different area); or, if applicable, communicate it directly with the Ethics Committee.Report the fault directly to the Complaint Line, which establishes four means of communication. The line is attended directly by an external company. Monitoring and follow-up is the responsibility of the Ethics Committee.
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6.3 Whistleblower Channel
All GCM’s employees are free to notify seriously any illegal practicesor inappropriate behavior observed within the organization and thatbreach the guidelines of this Code. For this, GCM has establishedan official complaint system to report all detected practices:The GCM Complaint Line.
Código de Ética y Conducta
When making a communication of a possible fault it is important to take into account the following:
Any communication shall be consistent, objective and based on real events.Any communication shall be considered confidential; the company shall make every effort to protect the identity of the person who communicates.When a person decides to make a communication anonymously, it is likely that the investigation shall be complicated. Therefore, it is advisable to provide some contact option, for example: a generic email, telephone, etc.Any communication, including those submitted anonymously shall be investigatedRetaliation for reports made in good faith shall not be tolerated. Making a “good faith report” means providing all available and truthful information.Exceptionally during the investigation, the participation of who communicate could be requested, so it has the responsibility to support it.
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Phone:01·800·733·01·21Monday to Friday from 8:00 hrs. at 22:00 hrs.
Web page:www.lineadedenuncia.com/cotemar
Voicemail:Active at 22:00 hrs. at 8:00 hrs. Everyday.
COMPLAINT LINE(Media)
Email:[email protected]__________________________
__________________________
6.4 Zero tolerance for retaliation
GCM does not allow retaliation; we consider it an inappropriate behavior. Retaliation may be in different ways, for example, derogatory remarks, jokes, exclusion, offensive or intimidating treatment, or a constant harassment to a collaborator.
If you believe that, you have been subjected to retaliation or know of someone who is being subjected, report it through the official GCM’s Whistleblower Channel (Complaint Line).
6.5 Consequence System
Breaches of the Code of Ethics and Conduct shall be subject to sanctions, so this document must be complied and respected. The disciplinary measures (sanctions) shall be determined based on the provisions of the Federal Labor Law.
The sanctions in order of severity for breach of this Code of Ethics and Conduct are:
Verbal warning Written warning. Temporary suspension. Final suspension of work. Civil and / or criminal lawsuit.
The Ethics Committee shall establish the sanctions applicable to each one of the breaches against the ethical principles, based on the Document “Bases for sanctioning breaches to the Corporate Ethics of GCM”; and Human Resources shall follow the corresponding corrective actions, reserving as an optional power of the company the imposition of the sanction, within the applicable legal frameworks.
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6.6 Comprehensive System of Ethics The Comprehensive System of Ethics consists of:
The Code of Ethics and Conduct, which is a document that establishes the standards, principles and expected behavior.The Ethics Committee is the body that monitors the ethical conduct and establishes an appropriate environment of conduct at GCM, thus supporting the Executive Directorate.The Communication channel is the mean by which collaborators report possible ethical and / or behavioral failures: Complaint Line.
The objectives of the Comprehensive System of Ethics are:
1. Channel the behavior of collaborators in the same sense as that of the Code of Ethics and Conduct.2. Motivate all GCM collaborators towards ethical behaviors with their benefits. 3. Build a good reputation inside and outside of GCM.4. Reduce the risk exposure that occurs in the operation due to inappropriate behavior.5. Prevent, identify and resolve improper acts that generate a negative impact in the most exposed areas within GCM.
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Ethics Committee
Comprehensive Ethics
of Ethics Complaint Line
Code of Ethics and Conduct
6.7 Recommendation, Complaint or Claim Format
The Comprehensive System of Ethics establishes an official formatin which each of the collaborators can expose their complaint and/or claim, before any breach of the ethical rules of conduct, whichestablishes this Code, he collaborator can attach this format directly to any of the means of communication of the Complaint Line: email or on the website. (See annex 1).
6.8 Adhesion Letter to The Code of Ethics and Conduct
The Code of Ethics and Conduct, establishes the commitment with each of its collaborators, this commitment is embodied in the document called “Adhesion Letter to The Code of Ethics and Conduct”, which must have the same signature at the time of receiving this document, during their hiring and or incorporation of any new job position. In addition, an authorized copy shall be protected by the Human Resources in the employment file. (See Annex 2).
6.9 Validity
The Code of Ethics and Conduct, enters into force from the date of its publication in any of the internal media of communication of At Grupo Cotemar México (GCM), as well as on the date of delivery to the employees at the time of their recruitment and/or revision.
This Code of Ethics and Conduct is under the control, monitoring, review and updating of the Ethics Committee, and under the approval of the Directorate-General, supervisory bodies of At Grupo Cotemar México (GCM).
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Código de Ética y Conducta
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ANNEX 1 Recommendation, Complaint or Claim format:
Recommendation, Complaint or Claim format
Reported:ANNEXES
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(WD_Whistleblower Channel_For01)
Ethics Committee
Comprehensive Ethics
of Ethics Complaint Line
Code of Ethics and Conduct
On ________________ ____ , __________
I ________________________________________________
I hereby certify that I have read the GCM’s Code of Ethics and Conduct and I understand all its terms.
I state my commitment to respect the GCM’s Code of Ethics and Conduct. At the same time, I state that a copy of the Code of Ethics and Conduct was handed to me, the directory of consultation and feedback of the same.
I understand that the culture of the company is the result of the conduct of its employees in each of its divisions, as well as the fact that if one of its members fails it can affect us all personally in our families and in the image of the company.
As GCM’s collaborator, I shall be an example of the Code of Ethics and Conduct through my conduct.
_________________________Name and SignatureJob Position Group company
Commitment letter for employment FileDetachable page
Adhesion Letter to The Code of Ethics and Conduct
ANNEX 2 Adhesion Letter to the Code of Ethics and Conduct
On ________________ ____ , __________
I ____________________________________________________
I hereby certify that I have read the GCM’s Code of Ethics and Conduct and I understand all its terms.
I state my commitment to respect the GCM’s Code of Ethics and Conduct. At the same time, I state that a copy of the Code of Ethics and Conduct was handed to me, the directory of consultation and feedback of the same.
I understand that the culture of the company is the result of the conduct of its employees in each of its divisions, as well as the fact that if one of its members fails it can affect us all personally in our families and in the image of the company.
As GCM’s collaborator, I shall be an example of the Code of Ethics and Conduct through my conduct.
_________________________Name and SignatureJob Position Group Company
Employee commitment letter
Adhesion Letter to the Code of Ethics and Conduct
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Grupo Cotemar Méxicowww.cotemar.com.mx
“Try not to be a successful man, but a man with values”
Albert Einstein
