Code of Ethics

Code of Conduct and Ethics of Idasa Sistemas

PRINCIPLES OF THE GUIDE

Integrity and ethics have always been a significant part of the way we do business in Idasa Sistemas. Acting with a strong sense of integrity is crucial to maintain the confidence and credibility of our customers, partners, employees, shareholders and other stakeholders.
Create an environment of transparency in conducting business represents a high priority for us all. Our Code of Conduct and Ethics in the Company is our promise to act with truth, fairness, goodwill, honesty and integrity in our professional activities. We hope our company does business in accordance with the principles set in this Code and that all members of the company are responsible to meet such standards.

Our Code of Conduct and Ethics in the Company contains regulations regarding individual responsibilities and between members of the same category as well as responsibilities to our employees, customers, suppliers, shareholders and other stakeholders and includes:

Compliance with laws, rules and regulations.
Protection of confidential information, from our company as well as from our customers and suppliers.
Protection and proper use of company goods.
Treatment with respect to the employees of Idasa Sistemas.
Resolution of conflicts of interest.
Encourage the provision of reports on any illegal or unethical behaviour.

OUR RESPONSIBILITY FOR THE FULFILLMENT

Each of us must assume the task of reviewing and following this Code and complying with all applicable laws and policies and guidelines of the company. The failure to fulfil may result in civil and criminal responsibility and may result in disciplinary actions including the employment termination.

We establish additional responsibilities in our directors and managers, who should, through their actions, demonstrate the importance the fulfilment.

The directors and managers must ensure this Code is implemented through appropriate disciplinary actions. Unethical conduct will not be ignored.

OBLIGATION TO REPORT INFRACTIONS

All employees have the duty to report any conduct they may believe in good faith, it is a violation of the law or the Code of Conduct and Ethics of the Company to their immediate superior or the direction of the company in accordance with procedures established locally.

Violations of the laws or this Code and, in particular, related to accounting, internal accounting controls, auditing issues or any deceptive financial practices must also be notified in accordance with the established procedure.

In situations involving issues of workers’ rights and working conditions, employees should report the issue to their immediate superior. If their immediate superior is involved in the situation they want to report or is not able to or has not solved adequately their concerns, the employee should report directly to the management. Idasa Sistemas will not admit any discrimination or retaliation against employees for reporting in good faith, about real or suspected infractions.

RESOLUTION OF CONFLICT OF INTEREST

In Idasa Sistemas we take business, strategic, economic and organizational decisions based on the best interests of the company and not on personal considerations or relationships. A conflict of interest arises when something interferes with or influences on the exercise of independent opinion of an employee in the best interests of the company. We must avoid situations where our personal interests may conflict or even seem to conflict with the interests of the company.

Special awareness must be taken in the following example situations:

Business Opportunities – You shall not have business opportunities for yourself that are related to the activities or obligations with Idasa Sistemas if this would be contrary to the interests of Idasa Sistemas. You shall not use in any way, property, information or the position of Idasa Sistemas for personal profit.

Other employment or activity – Any employment outside Idasa Sistemas, with or without compensation, must not impair the performance of the work in Idasa Sistemas. You may not engage in commercial and economic interests that divert time and attention of the responsibilities in Idasa Sistemas or require work during the time spent in Idasa Sistemas. You must avoid any conflict of interest by not accepting third party jobs or development of particular activities for your own benefit.

Political Activities – Idasa Sistemas or any of its employees on behalf or representing the company shall not make contributions or payments in any way, directly or indirectly to political parties or committees or individual politicians.

Gifts, benefits, refunds and representation activities – An employee of Idasa Sistemas shall not offer or accept gifts, benefits, refund or compensation in representation activities to or from, third parties that would constitute a law violation or that may affect, or seem to affect, the professional opinion in the execution of their work or in the fulfilment of their obligations to Idasa Sistemas or third parties.

PROTECTION AND APPROPRIATE USE OF COMPANY ASSETS

Idasa Sistemas has a wide variety of assets including physical assets, proprietary information and intellectual property. It is responsible for protecting the properties entrusted to and for helping and protecting the assets of Idasa Sistemas in general. In order to do this the workers must be knowledgeable and understand the guidelines on safety and use of goods of Idasa Sistemas.

Here are some instructions for treating internal and external information, communication systems and intellectual property.

Intellectual Property – Intellectual property includes a wide range of properties, such as software, manuals and technical documentation etc. Some intellectual property is or may be subject to special protection by copyright, patent rights, trademark rights, etc. Intellectual property is a wealth of maximum value for Idasa Sistemas and should be treated with proper care. Each employee must follow, and if in doubt, look for instructions on how to act in order to protect this valuable asset. The intellectual property created by each employee, derived from their professional performance, is transferred and assigned to Idasa Sistemas by law and / or its employment contract or other agreements, with the exceptions stipulated in the collective or personal agreements with Idasa Sistemas.

Use of the communications systems of Idasa Sistemas – The communications systems of Idasa Sistemas, including Internet connections should be used for the business of Idasa Sistemas. Each employee should always make sure to follow the instructions regarding the treatment of passwords. Unacceptable use of the communications systems of Idasa Sistemas includes to process, send, retrieve, access, view, store, print or in any way disseminate material and information that is confidential, fraudulent, harassing, threatening, illegal, racial, sexist, obscene, defamatory or in any way incompatible with a professional conduct.

When leaving the working at Idasa Sistemas – Each employee must return all property of Idasa Sistemas, including documentation, manuals, software, work tools as operating systems, databases, software and software development tools, and any media containing proprietary information of Idasa Sistemas. The employee will remain obligated by the restrictions on use and disclosure of proprietary information of Idasa Sistemas.

PROTECTION OF CONFIDENTIAL INFORMATION OF IDASA SISTEMAS

Idasa Sistemas employees have access to the information Idasa Sistemas has available and sometimes also to third-party proprietary information. Such information may be financial information, business plans, technical information, information about employees and customers and other information. Unauthorized access use and disclosure may cause damages to third parties or Idasa Sistemas and therefore, it is not allowed to access, use or disclose the information unless it has been properly authorized. When in doubt of your authorization, you must find the appropriate instructions or consult your immediate superior or the management of the company.

These are some rules to help protect the information of Idasa Sistemas:

1- Do not disclose to others information that has not been released by Idasa Sistemas except for (i) persons working for Idasa Sistemas who have access in their work to the kind of information available and have well-grounded reasons to have the information, (ii) any other person authorized by Idasa Sistemas as the recipient of such information or (iii) persons who, according to their work, have to provide such information.
2- Do not access, duplicate, reproduce or use, directly or indirectly, own information that is not within the duties and responsibilities of your job as an employee of Idasa Sistemas.
3- The knowledge of any treatment or misuse of confidential information shall be notified promptly, to the immediate superior or the management of the company, and the employee shall cooperate fully with Idasa Sistemas to protect such information.
4- Do not keep private information about Idasa Sistemas on private computers or other means not provided by the company.
5- If you need to take information out of the facilities of Idasa Sistemas for work purposes, you must return the information when you complete the tasks performed outside the premises of Idasa Sistemas. No information may be stored at home or elsewhere.

Note: Code of conduct and ethics of Idasa Sistemas as «Corporate Defence» of Corporate Criminal Liability (Organic Law 5 / 2010) of the Government of Spain.