OPERATION OF THE ETHICAL CHANNEL
The Representatives and Employees of the GRUPO MASMOVIL have the duty, in accordance with article 31 bis 5.4º of the Criminal Code, to highlight the alleged breaches that they may detect of the Code of Ethics, Organization Model and Criminal Risk Management of the GRUPO MASMOVIL and of the internal regulations of the GRUPO MASMOVIL or of the current legislation applicable to each company, as appropriate.
Consequently, the GRUPO MASMOVIL makes the Ethical Channel available to its Employees and Representatives, which can be used by any person for reporting acts that constitute a violation of the Code of Ethics and the Model that may be illegal, both civil and criminal, as well also as to formulate any type of consultation regarding compliance. Therefore, the Channel is configured with a dual purpose:
- on the one hand, as an instrument to clarify the queries of Employees and Representatives in a centralized and homogeneous way; and
- on the other hand, as a confidential and secure way to communicate to the Compliance Officer those behaviors that contravene the GRUPO MASMOVIL Criminal Risk Organization and Management Model and/or the current legislation.
These communications shall be sent to the following email address firstname.lastname@example.org. Likewise, the Employee or Representative may send the same through his/her physical delivery to the Compliance Officer, through the corporate web site (www.grupomasmovil.com) and through the Group’s Intranet. The management of this channel shall be carried out exclusively by the Compliance Officer of GRUPO MASMOVIL.
In any case, the GRUPO MASMOVIL shall communicate the existence of this Ethical Channel by email or any other accessible support for all Employees and Representatives, within the framework of its improvement policy, informing about the form and manner of carrying out this type of communications.
The processing of inquiries and complaints shall be carried out in accordance with the following procedures:
A. CONSULTATION PROCEDURE
I. SCOPE OF APPLICATION
This procedure is applicable to (i) inquiries about the interpretation or application of the Code of Ethics, the Criminal Risk Organization and Management Model or the regulations that develop them; and (ii) queries raised directly by the business areas or other addresses of the GRUPO, when there are doubts about the interpretation, application or conflict of the regulations regarding the prevention of criminal risks.
II. REQUIREMENTS FOR SUBMISSION
The queries made through this Channel or received from the business area or other addresses of the GRUPO MASMOVIL must:
- Identify the consulting Employee (name, surname and ID) and the address or department to which he/she belongs.
- Indicate the facts or documents that are the object of consultation and, if known, the norms that it considers that should be interpreted, applied or that may conflict.
III. REGISTRATION OF THE CONSULTATION
Upon receipt of the query through the Ethics Channel or the business area or other address, the Compliance Officer shall have to register the query in a special registry. The answer provided shall also be included in this registry.
IV. PREPARING THE ANSWER TO THE INQUIRY
The Compliance Officer shall be responsible for preparing the response to the query and communicating it directly to the applicant.
V. COMMON RULES IN THE MANAGEMENT OF INQUIRIES:
- The response to the query shall be communicated to the applicant by the Compliance Officer, with a copy to all members of the Ethics Committee.
- All responses to the inquiries received must be reported to the Appointments and Remuneration Committee.
- The Compliance Officer must archive the email with the communication of the response to the query.
- The Compliance Officer, periodically, shall disseminate among the Employees and Representatives of the GRUPO, a summary of the inquiries received, which shall serve as a reference or guideline of behavior to the rest of the Employees and Representatives. The people who have requested the consultations shall not be identified in this summary. The dissemination of this summary may be done by informative email, publication on the Employee Portal or through any other means that are considered pertinent.
B. PROCEDURE FOR INITIATED COMPLAINTS AND INVESTIGATIONS
I. SCOPE OF APPLICATION
This procedure is applicable to (i) the complaints for non-compliance with the Code of Ethics, of the Criminal Risk Organization and Management Model or derived from any other type of regulatory non-compliance, received through the Ethics Channel; and (ii) the investigations that are begun at the initiative of the Compliance Officer or the Ethics Committee, due to the knowledge that they have of irregular events, in the performance of their functions, which could be considered as a breach of the regulations, as mentioned above.
II. REQUIREMENTS FOR THE FILING OF COMPLAINTS
- Complaints sent to the Ethics Channel must identify:
- Name, Surname and ID of the complainant.
- The data that the accused has, especially, Name, Surname, ID and address or department to which he/she belongs.
- The truthful, precise and verifiable arguments and/or evidence that support it.
Notwithstanding the above, complaints sent through the corporate web site (www.grupomasmovil.com) may be anonymous. In such a case, complainant may include a mobile telephone number so that clarifications or additional information may be requested in order to facilitate the investigation. This contact detail shall not be linked with to personal data under the responsibility of the Group. The navigation data associated with the form, such as the IP address from which the user connects, will be treated only to allow the correct functioning of the website and will not be included in the information that the Compliance Officer will receive.
In the event that anonymous complainants report incidents without any justification and repeatedly, the Compliance Officer shall be empowered to investigate the origin of such complains (in accordance with this procedure) and propose the appropriate disciplinary measures against those who report conducts anonymously and with obvious bad faith.
- It shall be by the Compliance Officer and the Ethics Committee to collect the data of the investigated person, in the case of an investigation that has been initiated appointed by a party. Likewise, the evidence shall be collected in accordance with the provisions of the investigation phase of this proceeding.
III. RIGHTS OF THE COMPLAINANT
The GRUPO MASMOVIL may not adopt any retaliation or act that may have a negative consequence for the complainant, by the fact of having complied with its obligation to communicate any fact that could constitute an infringement of this Code of Ethics or the related regulations. The Compliance Officer shall execute the necessary measures to guarantee this right.
The users of the Ethical Channel may at any time exercise their rights of access, rectification, cancellation and opposition regarding their personal data by means of a written communication addressed to the GRUPO MASMOVIL’s registered office, together with a photocopy of their ID and indicating the specific right they wish to exercise, without prejudice to the duty to maintain the aforementioned data.
IV. CONFIDENTIAL CHARACTER OF THE ETHICAL CHANNEL
The Compliance Officer and the members of the Ethical Committee involved in the processing and investigation of complaints, shall maintain the confidentiality of the complainant at all times, unless such information is required by an administrative or judicial authority, including the Public Prosecutor’s Office.
V. RECEIPT AND RECORD OF COMPLAINTS OR INITIATED INVESTIGATIONS
The Compliance Officer must:
- Register in a special registry both the complaints received through the Ethical Channel, as well as the investigations initiated. In this registry, the actions carried out and the documentation generated in their processing and resolution shall be kept up to date.
- Immediately notify the Ethics Committee of the registration of a new complaint or investigation initiated (when the same has been initiated exclusively by the Compliance Officer).
- Notify the Audit and Control Committee and the Lorca Board of Directors of all internal investigation procedures in which there are criminal indications, from the moment in which it becomes aware of said indications, as well as the final report that puts an end to said procedure.
The following rules shall be applied when the Compliance Officer, the members of the Ethics Committee or the Lorca Board of Directors could be affected by the complaint or the investigation initiated:
- If the complaint shall affect the Compliance Officer, the complaint must be forwarded to any of the members of the Ethics Committee, who shall be responsible for the investigation of the complaint and for issuing the final report with the corresponding conclusions and proposals. The Compliance Officer may not participate in any of the processing and resolution phases of the complaint.
- f the complaint affects a member of the Ethics Committee, the complaint shall be forwarded to the Compliance Officer, who shall notify it to the Ethics Committee, excluding the affected member from such notification. The member of the Committee concerned may not participate in any of the processing and resolution phases of the complaint.
- If the complaint affects all the members of the Ethics Committee, the complaint shall be forwarded to the Compliance Officer, who shall be exclusively responsible for the investigation of the complaint and for issuing the final report with the relevant conclusions and proposals. None of the members of the Ethics Committee may participate in any of the processing and resolution phases of the complaint.
- If the complaint affects the Compliance Officer and the members of the Ethics Committee, the complaint shall be sent directly to the Lorca Board of Directors, through the person who chairs the Audit and Control Committee or the Secretary of the Board of Directors, who shall be responsible, by his/her own means, for the investigation of the complaint and for issuing the final report with the corresponding conclusions and measures. The Compliance Officer and the Ethics Committee may not participate in any of the processing and resolution phases of the complaint.
- If the complaint affects a director or the entire Lorca Board of Directors, it shall be forwarded in the same way to the Compliance Officer,who, together with the Ethics Committee, shall be responsible for ensuring adequate instruction and issuing the final report with the conclusions and the proposed measures, which must be submitted to the Lorca Board of Directors, excluding the affected director or directors.
VI. ADMISSION OR FILE OF COMPLAINTS
The Compliance Officer and the Ethics Committee must meet within 7 business days, from the receipt of the complaint and taking into account the urgency of the case, in order to carry out a preliminary analysis of the reported facts and, in view of them, they shall decide:
- the filing of the complaint when it is unfounded or not serious enough, by unanimous decision of the Ethics Committee and the Compliance Officer; or
- the opening of the investigation phase when any of the members of the Ethics Committee or the Compliance Officer, considers that there are sufficient indications to initiate an investigation. The investigation phase shall also begin when the investigation has been requested at the petition of the Compliance Officer Compliance Officer or any of the members of the Ethics Committee. The Compliance Officer shall record in the complaint register the decision taken of not initiating an investigation. This decision shall not prevent the subsequent reopening of the investigation if additional information should be received.
VII. NOTIFICATION OF THE ADMISSION OR INADMISSIBILITY OF THE COMPLAINT
The Compliance Officer must:
- Notify the complainant about the admission or reasoned inadmissibility of the complaint, except for anonymous complaints.
- In case of admission, notify the defendant, specifying the deadline for him to allege what he deems appropriate.
However, in those assumptions in which there is a significant risk that such notification shall jeopardize the ability to effectively investigate the complaint or collect the necessary evidence, the notification to the respondent may be delayed for as long as such risk exists. In any case, said period shall never exceed two months from the receipt of the complaint, nor can any decision be taken without notifying the accused and having allowed him to present his corresponding allegations.
This restriction shall also be applicable when the denounced is the Compliance Officer, one or all of the members of the Ethics Committee or one or all of the directors of the Lorca Board of Directors. When the denounced is a director of the Board of Directors, it may be notified exclusively, and with prevalence in this order, the Chairman of the Board, the Chief Executive Officer, the Secretary of the Board, the Chairman of the Audit Committee. In no case may this communication be delayed for more than one month.
VIII. INSTRUCTION PHASE
Once the complaint is admitted or the investigation requested on the order of the Compliance Officer or the Ethics Committee, the investigation phase shall be opened in which evidence shall be collected, reports shall be prepared and the facts shall be investigated.
The Compliance Officer shall be responsible for the instruction, so it shall correspond to him/her to record the minutes of the meetings held during this phase, as well as to document and file the tests and reports received.
All Employees and Representatives who shall be affected by the complaint or investigation initiated must collaborate in the investigation by informing the investigating body of all the information and documentation that can contribute to its clarification. The denounced or investigated one, within the notified period, may allege what he/she deems appropriate.
IX. CONCLUSIONS OF THE INSTRUCTION PHASE – FINAL REPORT
The instruction phase must conclude with a final written report issued by the Ethics Committee and the Compliance Officer. In this Report, the conclusions of the case and the proposed action or the resolution (file or sanction) shall be presented in a reasoned manner.
The final report shall be approved by majority of votes, with each member of the Committee having one vote and the Compliance Officer having a double vote.
X. SUBMISSION OF THE FINAL REPORT APPROVED BY THE COMPLIANCE OFFICER AND THE ETHICS COMMITTEE
Once the final report has been approved by the Compliance Officer and the Ethics Committee, it must be sent to the competent body for assessing the established proposals, making the corresponding decisions and notifying them to the affected ones. The Compliance Officer shall be responsible for submitting the final report to the competent body and for carrying out the corresponding follow-up.
In accordance with the foregoing, the Compliance Officer shall proceed as follows:
- If in the conclusions of the final report it turns out that it is not a criminal act and, therefore, excluded from the scope of the prevention of criminal risksit shall be sent to the competent address or department, in order to, in accordance with the recommendations or proposals contained in the report, the corresponding measures to be adopted, according to the following rules:
- In the event that the final report concludes that an Employee has committed an irregularity or act contrary to the law or to the standards of action of the Code of Ethics, the Organization and Management Model of Criminal Risks or the regulations that develop them, the Compliance Officer shall send a report to the Human Resources Department for it to apply the appropriate disciplinary measures, of which adoption and content this Department must report to the Ethics Committee and the Compliance Officer. The application of these disciplinary measures shall be carried out in accordance with the regime of offenses and sanctions contemplated in the collective agreement of the company to which the Employee belongs, or in the applicable labor legislation.
- If it is an irregularity or act contrary to the legality committed by any member of the Board of Directors, the Compliance Officer shall send a final report to the President and the Secretary of the Lorca Board of Directors, for the application of the corresponding measures, of which adoption and content shall be reported to the Ethics Committee and the Compliance Officer.
- If, as a result of the internal investigation, it would be necessary to adopt non-disciplinary measures outside the Criminal Risk Organization and Management Model, the Compliance Officer shall send a report to the Director of Legal Affairs in order that he may initiate the legal actions that he may consider pertinent in each case. The Director of Legal Affairs must inform the Ethics Committee and the Compliance Officer of the measures so taken.
- In the cases in which the commission of an irregular act by the Representatives or Third Parties of the companies of the GRUPO is evidenced, the Compliance Officer shall send a report and a relevant action proposal to the Director of Legal Affairs and to the Director of the Area that maintains a relationship with the Third one, in order that they adopt, according to their powers, the actions or measures, including relevant contractual ones, and promote the claim of the responsibilities that proceed according to the contract that regulates them. This Directorate must inform the Ethics Committee and the Compliance Officer of the actions so carried out.
- If the conclusions of the final report indicate that it is a criminal act, , the Compliance Officer must send a report to the Lorca Board of Directors, which shall decide, based on it, the decision to adopt and the measures to be carried out, including the adoption of disciplinary and/or legal measures, as well as the possible communication to the competent judicial authorities. If the conclusions of the final report and their proposal of action affect one or some of the members of the Lorca Board of Directors, the Compliance Officer shall send the report to the Board, who shall decide in the absence of the person or persons affected.
XI. FOLLOW-UP OF THE FINAL REPORT
The Compliance Officer must monitor and control all proposals or recommendations made in accordance with this procedure. Likewise, the competent directorates for adopting and executing these measures shall be obliged to inform the Compliance Officer of the same and the degree of their compliance or execution, in addition, if it is required, the Audit and Control Committee shall also be informed.
XII. COOPERATION WITH THE AUTHORITIES
The GRUPO MASMOVIL shall collaborate and cooperate with the administrative and judicial authorities, as well as with the Public Prosecutor’s Office, in relation to any action taken by those ones that is linked to the activity carried out by the GRUPO or by any of the persons that comprise it.
Likewise, it shall attend with the utmost diligence any requirement made by the aforementioned authorities in relation to actions carried out against the GRUPO MASMOVIL or for any other reason. The attention to these requirements shall be managed by the Compliance Officer, who must immediately inform the Lorca Board of Directors and the Audit and Control Committee.