Ethical code
1. Introduction and purpose
The SAPA PLACENCIA GROUP (hereinafter “SAPA” or the “Group”) aims to ensure that its conduct and that of the persons associated with it complies with and is consistent not only with current legislation and its Compliance Model, but also with generally accepted ethical and sustainable development principles and, in particular, that it respects the human rights recognised in national and international legislation.
This Supplier Code of Ethics (hereinafter the “Code”) sets out SAPA’s Mission, Vision and Values and is intended to serve as a guide for the conduct of third parties with whom the Group interacts, within a global, complex and changing environment.
Furthermore, the Code has been drawn up taking into account the generally recognised recommendations on good governance in international markets and the principles of sustainable development accepted by society, constituting a basic reference for compliance by the Group’s companies. It also addresses the preventative obligations imposed in the context of the criminal liability of legal persons.
The Code sets out SAPA’s commitment to the principles of business ethics and transparency in all areas of its operations, establishing a set of principles and guidelines for conduct aimed at ensuring the ethical and responsible behaviour of SAPA’s directors, staff and suppliers.
The Code forms part of the Compliance Model and is fully consistent with the principles set out therein.
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2. Scope
The principles and guidelines of conduct set out in the Code apply to SAPA’s professionals and suppliers. For these purposes, ‘Suppliers’ shall be taken to mean all suppliers who, in the course of their business activities, have a relationship with a Group company by supplying goods or providing services, regardless of their nationality or the place where the services are provided (hereinafter, the ‘Suppliers’).
SAPA expects the senior management of our Suppliers to lead by example and to support a corporate culture that promotes these values and assesses performance against them.
Furthermore, this Code shall apply, as far as possible, to contractors, collaborators, persons acting on behalf of Suppliers, and all those involved in their supply chain, subject to SAPA’s prior consent.
In conclusion, our Suppliers must promote the adoption of policies and procedures that enable the identification, prevention and mitigation of risks that may arise in the course of their legal relationship with SAPA.
3. Ethical commitments of suppliers
3.1. Suppliers’ Commitment to Compliance.
Suppliers shall:
- Conduct their business relationships in accordance with the principles of business ethics, efficient management, transparency and honesty.
- Must comply with the Group’s principles and values relating to compliance, whether of a general or specific nature, which include the fight against corruption and fraud, forced labour or any form of modern slavery, as well as with the strictest standards of ethical and moral conduct, international conventions and applicable laws on this matter, ensuring that they establish the appropriate procedures required for this purpose.
- They undertake to promote free and fair competition in the markets in which they operate and to comply with competition law, actively cooperating with the authorities responsible for supervising those markets.
- They shall not promise, offer or pay, either directly or indirectly, any bribe to facilitate transactions or make any other improper payments to any third party or to any employee of the Group in connection with their contracts with the Group.
- They shall not promise, offer or pay, either directly or indirectly, money or other assets of value in a corrupt manner, in order to: (i) influence an act or decision by a third party or a Group employee; (ii) obtain an undue or improper advantage for the Group; or (iii) induce a third party or a Group employee to exert influence over the act or decision of a public official or other persons involved in the exercise of public functions.
- They shall not promise, offer or give gifts or items of value, of any kind, which may be regarded as a pretext for a bribe or which are deemed likely to unduly influence decisions or compromise the objectivity of their business dealings, to persons or entities who are public officials or who are involved in the exercise of public office, in connection with or relating to the conclusion of their contracts with SAPA.
- They may only promise, offer or give reasonable gifts or items of negligible or symbolic economic value, including hospitality or the cost of meals in connection with or relating to the transaction in question, to persons or entities who are not public officials or who do not participate in the exercise of public office, and in accordance with anti-corruption laws and the provisions of SAPA’s Compliance Model. In any event, reasonable gifts or items, or those of negligible or symbolic economic value, must serve a legitimate commercial purpose.
- Inform their staff and subcontractors of the contents of this Code and of the existence of the Ethics Channel.
SAPA reserves the right to request that Suppliers provide evidence of compliance with these obligations.
3.2. Conflicts of interest.
Suppliers must maintain mechanisms to ensure their independence and full compliance with the law in the event of a potential conflict between the Supplier’s interests and the personal interests of any of its staff or SAPA’s staff.
It is your obligation to avoid situations of conflict of interest.
A conflict of interest arises when a personal, family or friendship-related situation, or any other external circumstance, may affect the professional objectivity of the Supplier’s directors or staff in relation to a decision.
SAPA has internal regulations requiring its staff to report such situations to their line manager prior to taking any action and to
refrain from participating in decision-making on matters affected by the conflict of interest or from exerting influence over those responsible for making such decisions.
Similarly, in order to ensure their full independence, Suppliers must maintain internal procedures for checking and verifying potential conflicts of interest and must immediately inform SAPA of any actual or potential conflict arising in any operational or commercial process they intend to carry out with SAPA, due to their personal or professional relationships with SAPA’s customers, suppliers, competitors or employees.
Suppliers must notify SAPA, at the start of any process for the contracting of services or the supply or delivery of goods, if any (i) shareholder, (ii) member of their board of directors or (iii) any of their staff involved in the contracting or procurement process has had an employment relationship with a company or entity within the Group within the preceding three years. They must also do so if they are working with such a person through a commercial relationship, where that person is involved in the procurement or purchasing process initiated by SAPA.
3.3. Duty of Confidentiality.
It is the responsibility of Suppliers and their respective professionals to adopt adequate security measures to protect SAPA’s confidential information and to have the necessary means in place to safeguard it.
Furthermore, Suppliers must enter into a confidentiality agreement with SAPA.
Suppliers who, in the course of their business relationship with SAPA, have access to personal data must comply with current legislation, regulations and SAPA’s guidelines regarding the processing of such data (lawfulness, fairness, transparency and confidentiality).
Any enquiries regarding the processing of personal data may be addressed to lopd@sapa.es
3.4. Labour Practices.
Suppliers shall reject any form or type of forced or compulsory labour and modern slavery as defined in the applicable legislation and international conventions, and shall adopt appropriate measures within their organisation to eliminate them. Similarly, they shall require the same conduct from their supply chain.
Furthermore, Suppliers shall expressly reject the use of child labour, both within their own organisation and throughout their supply chain, respecting the minimum ages for employment in accordance with applicable legislation and international conventions, and shall have adequate and reliable mechanisms in place to verify the age of their staff.
Suppliers must reject:
- Any discriminatory practice based on any condition or characteristic in matters of employment and occupation, treating their staff fairly, with dignity and respect; and
- Any conduct that may be classified as harassment.
To this end, they shall promote a culture of prevention that ensures the rejection of any manifestation of workplace violence and harassment in all its forms, fostering a respectful and healthy working environment and applying a zero-tolerance policy towards any behaviour that could be classified as harassment or discrimination.
Suppliers must respect their professionals’ freedom of association and the right to collective bargaining, subject to the regulations and the main international conventions applicable in each case.
Labour relations between Suppliers and their professionals must be based on equal opportunities, particularly between genders, on non-discrimination on the grounds of any status or characteristic, and on the consideration of diversity and inclusion in all their forms.
Suppliers shall consider implementing work-life balance measures that promote respect for their professionals’ personal lives and facilitate the best possible balance between these and their work responsibilities, in accordance with applicable laws and local practices, and shall under no circumstances abolish any measures already in place at the time they become SAPA Suppliers.
3.5. Health and safety commitments.
Suppliers must take the necessary measures to safeguard the health and safety of staff or third parties providing services on their premises in all aspects relating to the performance of their duties, reducing hazards in the workplace and minimising associated risks through the adoption of effective preventive and protective measures, in accordance with applicable international conventions and current legislation.
Suppliers shall identify and assess potential emergency situations in the workplace and minimise their possible impact by implementing emergency preparedness and response plans and procedures.
Suppliers must provide their staff and any third parties providing services on their premises with appropriate training in health and safety, bearing the cost of such training as well as that of implementing the remaining preventive and protective measures, and shall be liable for any damage or loss for which they are responsible, whether by act or omission, particularly as a result of failing to adopt the appropriate preventive measures in relation to health and safety.
Furthermore, they shall actively collaborate with SAPA in managing health and safety in the work and services carried out at SAPA’s premises.
3.6. Commitment to the environment.
Suppliers must strictly comply with all applicable environmental obligations and have an effective environmental policy and due diligence systems in place, in accordance with the products and services supplied, with a view to, amongst other objectives:
- To reduce their greenhouse gas emissions through the efficient use of energy and resources, as well as to minimise energy consumption, thereby reducing their carbon footprint.
- To minimise the use of natural resources, fuels, chemicals and consumables, with the aim of reducing their corporate environmental footprint and preventing pollution.
- To identify and manage substances, waste and other materials that pose a hazard if released into the environment, in order to ensure their safe handling, transport, storage, recycling or reuse and disposal, promoting their circularity, complying with applicable regulations and ensuring proper waste management, all with the aim of preventing and minimising pollution, waste, effluent or emissions that have the potential to adversely affect the environment.
- To prevent deforestation, ensuring that no products are supplied that cause it, as well as the loss of biodiversity, and to guarantee the conservation of land and water resources in those environments where they operate or have the capacity to exert influence.
Suppliers must act transparently and have appropriate reporting mechanisms in place regarding their performance in relation to the aforementioned aspects, should SAPA request information in this regard.
3.7. Free competition.
The professional activities of SAPA’s Suppliers must be conducted with due regard for free competition and must avoid behaviour that unlawfully restricts it or that may be considered unfair competition, including, amongst others:
- Negotiating or reaching agreements with competitors regarding prices, product offerings, production levels, the allocation of customers, markets or quotas, boycotts of certain customers or suppliers; or any other conduct contrary to free competition.
- Actions that may constitute an abuse of a dominant position.
- Denigrating the reputation of competitors.
- Furthermore, it shall not enter into collusive agreements or engage in conduct that breaches applicable competition law, either in tender procedures in which it participates or during the provision of services.
- It must ensure that any third party involved in its operations is aware of and complies with such legislation.
- SAPA promotes a zero-tolerance policy towards any conduct that restricts free competition.
3.8. Quality and safety of the products supplied.
The products and services supplied by Suppliers must comply with the quality and safety standards and parameters required by applicable laws, paying particular attention to compliance with prices, delivery times and safety conditions.
3.9. Commitment to human rights, due diligence and sustainability.
Suppliers must respect internationally recognised human rights, including but not limited to:
- The ‘International Charter of Human Rights’. 1
- The principles relating to rights established by the International Labour Organisation (ILO) in connection with the Fundamental Principles and Rights at Work and the eight Core Conventions that implement them.
1 The term ‘International Charter of Human Rights’ refers to the Universal Declaration of Human Rights (1948) together with the instruments that implement it: the International Covenant on Civil and Political Rights (1976) and the International Covenant on Economic, Social and Cultural Rights (1976).
In accordance with existing legal requirements, Suppliers shall cooperate, when requested to do so by SAPA, in identifying the impacts on human rights and the environment associated with their operations, products or services provided to SAPA.
Furthermore, to the extent that it applies to them, Suppliers undertake to use as a reference the provisions of Directive (EU) 2024/ 1760 of the European Parliament and of the Council of 13 June 2024 on corporate sustainability due diligence and amending Directive (EU) 2019/1937 and Regulation (EU) 2023/2859 (CSDDD), which is pending transposition into Spanish law.
Consequently, Suppliers must contribute to sustainable development and the transition towards sustainability of economies and societies by identifying and, where necessary, prioritising, preventing, mitigating, eliminating, minimising and remedying actual or potential adverse impacts on human rights and the environment
arising from their own operations and, where applicable, the operations of their subsidiaries and business partners within their production chain.
3.10. Subcontracting.
Unless permitted by the terms governing the legal relationship between the Supplier and SAPA
(general terms and conditions, contracts, etc.), the Supplier is not permitted to use subcontractors.
Where this possibility is provided for, Suppliers must ensure that, when their supply chain supplies products or services to SAPA, SAPA is aware of, understands and complies with the standards set out in this Code.
To this end, Suppliers must take whatever measures they deem appropriate to monitor their supply chain and mitigate any potential negative impact on SAPA’s reputation or integrity.
The terms governing the legal relationship between the Supplier and SAPA (general terms and conditions, contracts, etc.) may set out additional controls where relationships are maintained with higher-risk Suppliers (for example, Suppliers who subcontract the manufacture of products in emerging economies).
3.11. Corporate image and reputation.
SAPA regards its corporate image and reputation as one of its most valuable assets.
Suppliers undertake to take the utmost care to preserve SAPA’s image and reputation in their professional dealings.
Suppliers shall never give the impression that they are speaking on behalf of SAPA or refer to SAPA in their advertising without first obtaining written authorisation.
4. Ethics channel
SAPA’s image and reputation are its most valuable assets.
Suppliers must report the following via SAPA’s Ethics Channel:
- any conduct on the part of any director or employee of the companies forming part of SAPA that could constitute a possible irregularity or a potential unlawful act, or an act contrary to the law or to SAPA’s Compliance Model (including, in particular, any conduct that could constitute a criminal offence, a serious or very serious administrative offence, or a breach of European Union law) with implications for SAPA or for SAPA’s interests and reputation; or
- the potential commission by a Supplier, one of its Subcontractors or their respective staff, of any of the aforementioned acts or conduct, within the framework of their commercial relationship with SAPA.
As a SAPA Supplier, if you observe any conduct or situation relating to SAPA that may contravene the applicable legal provisions or the standards set out in this Code, please report it via https://sapa.integrityline.com
The information will be analysed objectively, impartially and confidentially. Suppliers who report facts or actions in good faith to the Ethics Channel will not be subject to retaliation nor will they suffer any other adverse consequences as a result of such a report.
All reports will be dealt with diligently and promptly, ensuring they are investigated and measures taken to resolve them.
You may also use this channel to make enquiries regarding the interpretation or application of this Code.
5. Compliance with the code.
This Code is binding on Suppliers in relation to their activities involving the supply of goods and services to SAPA.
SAPA expects its Suppliers to monitor their compliance with this Code internally and to report any breaches to SAPA, as well as to respond to any requests for information regarding their compliance.
In addition, SAPA may require certain higher-risk Suppliers to include in the terms and conditions governing their legal relationship additional controls which, depending on the circumstances, may include the following:
- The right to carry out audits regarding compliance with the commitments set out in this Code.
- The right to visit the Supplier’s premises.
Furthermore, in accordance with applicable legislation, SAPA may include in the contract with the Supplier clauses, guarantees and methods of independent verification relating to compliance with the Code, as well as the establishment of prevention plans or corrective action plans to address impacts on human rights, in cases where it is determined that the severity or likelihood of such impacts occurring is high.
SAPA’s Supervisory Body is responsible for interpreting this Code.
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