TYPSA Group Code of Ethics and Integrity Policy adopted the FIDIC Model Representative Agreement in...

TYPSA Group Code of Ethics andIntegrity Policy

Basic conduct principles for TYPSA Group companies and their staff and senior managers

Contents1. Introduction ................................................................................................................ 52. Code of Ethics............................................................................................................ 73. International integrity standards .................................................................................. 9

3.1 United Nations Global Compact principles............................................................ 93.2 FIDIC Model Representative Agreement.............................................................. 10

4. Corporate Integrity Policy.......................................................................................... 114.1 General principles ............................................................................................... 114.2 Emails and telephone conversations ................................................................... 14

5. Compliance, evaluation and control .......................................................................... 16

TYPSA GROUP CODE OF ETHICS AND INTEGRITY POLICY

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1. INTRODUCTION

In recent years, TYPSA Group has worked ceaselessly to consolidate its strategy to gainrecognition as a highly capable and efficient multinational provider of quality civil engineeringand architectural services.

Thanks to the key involvement of TYPSA's staff and to the sound improvement of ourgroup work capabilities, today we receive international recognition for our honest work andour professional attitude when working on a project.

This reputation, paramount to the Group throughout its fifty year-long history, demands astrong commitment to work ethics and integrity on the part of TYPSA's staff. This is achievedby implementing a series of basic principles — as we have been effectively doing in recentyears. These principles, now gathered together in this document, have developed into thegeneral conduct guide for the Group, its staff and senior management.

In fact, we have employed various essential tools in our determination to make our ethicalconduct one of our main traits. Worthy of note was the publication and pooling of ourrenewed Code of Ethics in June 2013, but that is not all; we have continued to deliver newinternal instructions aimed at consolidating our business values, seeking excellence throughour professional integrity, a quality which is best reflected in our Corporate Integrity Policy.Our support for the United Nations Global Compact principles on human rights, labour,environment and anti-corruption also substantiates this commitment.

That is why we believed it would be useful to collect and unify all of the instructions,memoranda and guides on the subject implemented by the Group in recent years into asingle document so that it may be correctly interpreted and applied.

We must all comply with this Code of Ethics as well as with the Corporate Integrity Policy;not only to ensure that our services and operations meet current regulations in the countrieswhere we work, but also to ensure the highest quality standards and strict compliance withour corporate responsibility principles.

TYPSA Group will continue to ensure full compliance with the principles contained in thisdocument. Likewise, we aim to continue to meet our obligation by ensuring strict compliancewith our values and principles in all of the countries where we operate. We are currentlyworking on a comprehensive corporate compliance document which complies with thecurrent laws and which will be released before the end of 2016. Following the coming intoforce of the latest reform of the Criminal Code, we also aim to introduce a Crime PreventionManual. The new law incorporates important changes to the criminal responsibility of legalpersons which cannot be ignored by the Group.

This will allow us to methodically adopt the most appropriate policies and procedures toensure that the Group complies strictly with the applicable regulations. We continue tocollect all internal policies on integrity and human resources and our commitment guarantees


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to clients, suppliers and third parties. These will be added to the Code of Ethics we alreadyapply.

In short, it is TYPSA Group's priority to establish and monitor the basic conduct principlesset for the entire group, its staff and senior management. Below is a reminder of the generalbasic criteria that regulate a good business and professional conduct:

! Strict observance of the applicable national and international laws.! Professional and entrepreneurial ethics within the Group and its staff, based on integrity

and honesty.! Utmost respect for human rights and the protection of the environment.

I am confident that I can count on your support, involvement and your absolute possiblecommitment to uphold the values that we have been applying in recent years and that havemade us stand out throughout our entrepreneurial and professional trajectory.

Pablo Bueno TomásCEO


1. Introduction

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2. CODE OF ETHICS

TYPSA Group's renewed Code of Ethics was released in June 2013 and is aimed atestablishing the basic conduct principles of the entire Group, its staff and seniormanagement.

The code was created to serve as a self-regulatory tool which has proven to be effectivein promoting the quality of TYPSA's services and its honest performance. It also helps toconstantly improve techniques and precise procedures to provide a better service to societyand is an example of good conduct in the engineering sector.

General principlesAccording to this Code of Ethics, TYPSA must:

! Provide highly professional services.! Comply with ethical and professional standards.! Try to safeguard public interest and the environment.! Seek sustainable solutions.

Responsibility toward society and the consultancy sectorTYPSA must:

! Accept the consultancy sector's responsibility toward society as its own.! Look for solutions that comply with the principles of sustainable development.! Defend the dignity, reputation and prestige of the consultancy sector at all times.

CompetitionTYPSA must:

! Develop its knowledge and capacity as the technology, the laws and the managementadvance.

! Provide services to clients with the appropriate expertise, attention and diligence,always offering the most appropriate and reasonable solution.

! Provide only services for which it is qualified. To achieve this, TYPSA shall maintainand improve both the knowledge and skills of its staff and its procedures,developments and systems.

! Agree with the client on the scope and content of its services and the conditions fordelivering these in a clear and precise manner.

IntegrityTYPSA must:

! Avoid using methods that go against the professional dignity of its employees or whichare disrespectful of their professional values when bidding for projects.

! Always act in the legitimate interest of the client and provide honest and loyalservices.

! Advise the client if it believes that its interest may be in conflict with the public interestor with the protection of the environment.


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ImpartialityTYPSA must:

! Offer professional and impartial advice, opinions and decisions.! Inform the client of any conflicts of interest that could arise while providing its services.! Reject any form of remuneration that may affect its impartiality.

Fairness to othersTYPSA must:

! Promote quality-based selection.! Avoid damaging others' reputation or business by act or omission.! Avoid dishonestly taking the place of another who has already been designated for

the job.! Act with honesty and courtesy when asked to review the work of another.

CorruptionTYPSA must:

! Refuse to offer any kind of remuneration intended to influence its services.! Cooperate fully with any legitimately constituted investigating body that may investigate

the award of a contract.

Control mechanism! TYPSA employees undertake to respect this Code of Ethics.! TYPSA shall punish any breach of this Code of Ethics which is reported to the

company.! TYPSA's Corporate Quality Department shall monitor, control and supervise

compliance with this Code of Ethics.


2. Code of Ethics

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3. INTERNATIONAL STANDARDS OF INTEGRITY

TYPSA Group's business development is becoming increasingly globalised and its projectsgeographically dispersed. Thus, its ethical conduct, which is based on the knowledgeaccumulated throughout its 50-year long existence and the excellence of its specialists,must be one of its main signs of identity in the international arena.

For that reason, the Group has incorporated into its Integrated Management System a seriesof standards of international character of utmost importance and which are elaborated below.

3.1 Principles of the United Nations Global Compact

On 30 August 2013, TYPSA Group joined the United Nations Global Compact on humanrights, labour, environment and anti-corruption.

TYPSA firmly committed itself to the 10 principles of the Pact, which are in keeping withthe Code of Ethics that was also introduced by the Group in 2013. The 10 Principles wereadopted by universal consensus and are derived from:

! The Universal Declaration of Human Rights.! The International Labour Organisation's Declaration on Fundamental Principles and

Rights at Work.! The Rio Declaration on Environment and Development.! The United Nations Convention against Corruption.

Having adopted the United Nations Global Compact principles, TYPSA Group and itsmembers must ensure the correct implementation of the 10 principles, which are detailedbelow:

! PRINCIPLE 1Businesses should support and respect the protection of internationally proclaimed human

rights within their sphere of influence.

! PRINCIPLE 2Businesses should ensure that they are not complicit in human rights abuses.

! PRINCIPLE 3Businesses should uphold the freedom of association and the effective recognition of the

right to collective bargaining.

! PRINCIPLE 4Businesses should uphold the elimination of all forms of forced and compulsory labour.

! PRINCIPLE 5Businesses should uphold the elimination of child labour.


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! PRINCIPLE 6Businesses should uphold the elimination of discrimination in employment and occupation.

! PRINCIPLE 7Businesses should support a precautionary approach to environmental challenges.

! PRINCIPLE 8Businesses should undertake initiatives to promote environmental responsibility.

! PRINCIPLE 9Businesses should encourage the development and diffusion of environmentally friendly

technologies.

! PRINCIPLE 10Businesses should work against corruption in all its forms, including extortion and bribery.

3.2 FIDIC Model Representative Agreement

In 2013, as the Group launched its new Code of Ethics and adopted the United NationsGlobal Compact Principles on human rights, labour, environment and anti-corruption,TYPSA adopted the FIDIC Model Representative Agreement in contracts with agents orrepresentatives.

The contract template has been revised by the World Bank. This guarantees TYPSA thatit complies with internationally recognised integrity guidelines and standards.

In order to adapt all its current contracts with agents or representatives, TYPSA has beengathering all the relevant information by taking the following steps:

! The Group's Legal Advice Department revised all current contracts with agents orrepresentatives sent by the teams involved.

! Said contracts were renegotiated and modified to conform to the FIDIC model.! The new model was added to the new agent or representative subcontracting

procedures.


3. International Standards of Integrity

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4. CORPORATE INTEGRITY POLICY

4.1 General Principles

TYPSA Group launched a new corporate integrity policy in November 2015 with thepurpose of adopting best practice criteria and principles to strengthen and develop themaster lines of the Code of Ethics implemented by the Group. This policy forms an essentialpart of TYPSA's Integrity Management System (IMS).

The Corporate Integrity Policy is an effective tool for preventing the disease of corruption.In an increasingly globalised world, this blight may also affect the procurement of engineeringprojects and all other activities in the realm of TYPSA Group.

Misuse of public power for private profit is morally and economically damaging and totallyunacceptable for TYPSA. Firstly, it jeopardizes the procurement process, is always unfair,and often criminal. It saps money from required development projects and adversely affectstheir quality. Secondly, and worse than being pragmatically wrong in allowing wastefulprocurement, corruption is more basically wrong because it undermines values of society,breeds cynicism, and demeans the individuals involved. It is more than stealing funds; it isstealing trust.

Thus, TYPSA Group has been developing a series of policies aimed at disallowing suchpractices. Indeed, a leading company in the engineering sector must not overlook or allowcorruption.

The Corporate Integrity Policy is described below and, as mentioned before, it developsthe Group's position as expressed in its Code of Ethics:

CommitmentTYPSA Group is committed to acting with the highest ethical standards and requires its

employees to behave likewise. All forms of corruption are unacceptable. Any Groupemployee who engages in corrupt practices in the course of his/her duty will face severedisciplinary action, including dismissal.

TYPSA Group operates in a wide array of countries under various political regimes, incompliance with applicable law and respecting the culture and customs of each country.TYPSA Group considers that these practices go against public interest and are illegal and,therefore, neither encourages nor tolerates them.

TYPSA Group expressly prohibits offering, giving, requesting or accepting any form ofbribe, whether in cash or other form, or adopting any other type of corrupt practice.

The principles that underpin the business and personal behaviour of the Group'scompanies and its employees are set out in this document, which will be revised annuallyand as required.


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LiabilityThe Corporate Affairs Global Director is responsible for enforcing the Corporate Integrity

Policy and for implementing it in all Group companies.

TYPSA Group's Integrated Management System will be used to monitor the effectiveimplementation of the Corporate Integrity Policy.

Behaviour with respect to clientsTYPSA Group will always act with integrity when fulfilling the interests of its clients, thereby

meeting the commitments made in terms of confidentiality.

Similarly, the Group undertakes to learn about and understand the local laws on corruptionand to report any criminal behaviour to the competent authority. Furthermore, it is committedto being truthful and ethically correct in all of its communications, publications and tools forcommercial use.

TYPSA Group shall only accept work that is within its area of competence and for whichit is technically and commercially trained to be able to provide efficient and high-qualityservices.

With respect to its competitors, the Group shall use every competitive practice within itsreach without crossing any ethical boundaries or falsifying information on its rivals.

Behaviour toward Partners and SuppliersThe Group will base its relationship with partners, subcontractors and suppliers on mutual

respect and best professional practices. The Group will take special care to ensure that thepartners, subcontractors and suppliers it works with are not involved or suspected of havingtaken part in corrupt practices. In every contract signed with partners, subcontractors andsuppliers, the Group will introduce clauses allowing termination as soon as evidence of thistype of practice is discovered.

In relation to certain countries' independent agents or representatives, TYPSA Group willmonitor their behaviour to ensure that their performance complies with the rules laid downin its Integrity Policy and with its ethical practices. Their compensation must always beappropriate and justifiable, according to the work done and at market cost for the type ofservices they provide.

All contractual commitments undertaken with the aforementioned agents shall conform tointernational standards with endorsed and recognized respect for the ethical principles ofthe profession.

Behaviour toward StaffTYPSA Group does not allow its staff to use its facilities or any information obtained from

the company for their personal profit and urges them to settle in advance any conflict ofinterest they may encounter.


4. Corporate Integrity Policy

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To be employed with any of the Group's companies, one must adhere to the principles ofTYPSA Group's Corporate Integrity Policy.

Gifts and hospitalityWhile we accept that some countries and cultures accept gifts and hospitality as the norm

of attention and courtesy, TYPSA Group staff should avoid situations that may interfere orseem to interfere with the performance of their work and, in any case, never accept or offergifts or hospitality of commercial value.

Illegal commissionsTYPSA Group believes that illegal commissions delivered to members of the public

administrations to facilitate or expedite official processes are a form of bribery and, therefore,these are not allowed as part of the operational procedures of the Group companies andemployees unless they threaten the safety or freedom of people.

Contributions to political partiesTYPSA Group expressly prohibits making payments or donating to political parties to obtain

competitive advantages or donating to charitable organizations with spurious purposes.

Reporting infringementsTYPSA Group has established internal communication channels for formulating

allegations regarding violations of the Business Integrity Policy, including confidentialchannels through which employees can express their suspicions or concerns in this field.TYPSA has specifically set up the email addresses [email protected] addresses [email protected] and [email protected] for internal communication. Likewise, theCorporate Global Director will personally deal with any complaints.

Moreover, TYPSA Group is committed to collaborating with other organisations looking toreduce corruption.

Training and communicationTYPSA Group will provide adequate training to all its employees to teach and implement

the Corporate Integrity Policy and the applicable procedures through online and on-sitecourses. This training will be part of the general training given to all newly hired Groupemployees.

ANNEXTYPSA Group defines corrupt practices as follows:

! Active bribery: Directly or indirectly offering, promising or giving a gift, payment orother benefit to a public worker or private client to influence the procedures or actionsrelated to the selection, implementation, or settlement of a contract.

! Passive bribery: Directly or indirectly requesting payment or any other advantage toinfluence or modify any pending decisions or actions.



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! Fraudulent practice: An act or omission, including the misrepresentation of facts andcircumstances, aimed at misleading or trying to deceive either party to obtain benefitof a financial or different nature or to avoid a duty.

! Collusive practice: An agreement between two or more parties carried out with theintention of achieving an inappropriate purpose or even improperly influencing theactions of other parties.

! Coercive practice: Involves directly or indirectly causing harm or damage or threateningto harm or cause damage to either party to influence their actions or decisions.

4.2 Treatment of emails and telephone conversations

In addition to the general principles described in the section above, TYPSA Group hasstrengthen the integrity management system with the publication of a series of instructionsissued in a memorandum dated 12 February 2016 to adequately cope with certain risksituations that can arise in the work of Group professionals.

Treatment of emailsUnder no circumstances and for no reason may staff behave or act in such a way that

may directly or indirectly incur (or lead to incur) any forbidden conduct described in TYPSAGroup's Integrity Policy.

Group staff emails must never include any words or phrases that may even remotely leadto believe that any conduct forbidden by our integrity policy is promoted, protected or eventolerated.

In the case of emails (or strings) received directly, by accident or CCed whereby anycomment made either in the body of the email or in the string — regardless of the source— may lead to suspect of fraudulent or corrupt activity, the sender must be replied to in afirm tone, rejecting and condemning the conduct if explicit and noting that it will be broughtto the attention of their organisation and the TYPSA staff member in charge of the matter,who will adopt the pertinent measures.

A copy of the reply shall be sent to [email protected] or [email protected].

If a possible corrupt practice can only be indirectly inferred from the text, then the sendershall be warned of this and the fact that TYPSA rejects and openly combats any activitywhich goes against its integrity policy and must report these practices to the relevant entity.If the signs are clear, then a copy of the reply shall be sent to [email protected] [email protected] to be studied.

If the content of the email leads to confusion and can be interpreted in various ways, thesender shall be asked to express the idea in other words to avoid misinterpretations.



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Under no circumstances shall Group staff mention alleged corrupt practices on the part ofothers or express their views on third parties in connection with corrupt practices. Onlyobjective facts shall be included which are publicly known after having been published inthe media (in which case the source shall be stated) or following a sentence imposed by acompetent body (court or authorised public entity).

Telephone conversationsGroup staff must use adequate language and never include any words or phrases that

may lead to believe that any conduct forbidden by our integrity policy is promoted, protectedor even tolerated.

Under no circumstances shall Group staff mention alleged corrupt practices on the part ofothers or express their views on third parties in connection with corrupt practices. Onlyobjective facts shall be included which are publicly known after having been published inthe media (in which case the source shall be stated) or following a sentence imposed by acompetent body (court or authorised public entity).

If, during a telephone conversation, the other party directly or indirectly demands, claims,proposes, suggests or implies that a Group staff member should carry out or facilitate anypractices forbidden by the Group's integrity policy, they must be stopped short andcategorically and firmly assured that TYPSA rejects and does not tolerate any activity directlyor indirectly related to corruption or any similar conduct. The employee's attitude on thismatter must be firm, calm and resolute at all times.

If the person at the other end of the line mentions that a third party is involved in a corruptpractice, they shall be warned that TYPSA neither supports nor encourages commentsthereon which are not based on publicly known facts, and asked to refrain from makinguncertain statements or insinuations.



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5. COMPLIANCE, EVALUATION AND CONTROL

All Group companies and their staff and senior managers must adopt and implement thebasic principles contained in this document which brings together TYPSA Group's Code ofEthics and Corporate Integrity Policy.

TYPSA Group shall penalise any breach of the Code of Ethics or the Corporate IntegrityPolicy which is reported to the company.

In order to ensure compliance with the basic principles mentioned above, TYPSA Grouphas a system in place for notifying incidents and reporting irregularities via the [email protected] and [email protected], the purpose of which is to notify anybehaviour which goes against the standards of conduct set by the Group.

TYPSA Group's Corporate Global Director is in charge of managing, evaluating andcoordinating TYPSA Group's Code of Ethics and Corporate Integrity Policy and musttherefore resolve any doubts that may arise about their implementation as well as revise thedocuments when appropriate in order to update or expand their content. The CorporateGlobal Director will also personally deal with any complaints.


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