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Code of Ethics and Good Government

Code: GG-C-02

Validity: 15 – 02 – 2018

Version: 01



Since the beginning of the organization ENTERPRISE MANAGEMENT SERVICES EMS SAS, has established commercial practices under the principles of honesty, integrity, fair treatment and compliance with all applicable laws. Since then, management, under the framework of the importance it has for the organization that its actions in the exercise of its functions are transparent, ethical and in accordance with the law, decides to adopt the present Code of Ethics and Good Governance in which the rules of behavior that must be observed by those, both within the the organization as in its relations with customers, suppliers and authorities.

Compliance with this Code will be mandatory for all workers of EMS S.A.S.; therefore, they should always act taking into account what is foreseen in it.

In this Code, the following topics are regulated:

  • Ethical principles to be observed by administrators and officials
  • Compliance with constitutional, legal and statutory provisions
  • Situations that generate conflicts of interest
  • Prohibited performances
  • Insider trading
  • Relations with the company’s clients
  • Relations with suppliers
  • Behaviors related to the limitation of gifts and attentions received
  • Dedication to work
  • Sanctions in case of non-compliance

Failure to comply with the Code of Ethics and Good Governance of EMS S.A.S. by its employees and board of directors will entail the administrative measures and the corresponding sanctions that are foreseen in it.


The behavior of all personnel must be in accordance with the following principles:

  1. Integrity:  This principle refers to the irreproachable behavior that the administrators and officers of EMS S.A.S. should have, who must observe an irreproachable behavior in any situation, especially in those that attempt against their honesty.
  2. It implies rectitude in the way of thinking and in personal, professional and work actions, which should be guided by respect for other people and the property of others.
  3. Exemplary. It implies that all behaviors and behaviors of administrators and officials must be an example of compliance and representation of EMS S.A.S.
  4. It is the virtue that allows us to face and render an account of all acts, assuming the consequences of them.
  5. Sense of belonging. Corresponds to a deep commitment of EMS S.A.S. officials, with their achievements and objectives, identifying themselves as part of the institution.
  6. It is the systematic and rigorous application of principles, norms and procedures for the exercise of the functions in charge and of the entrusted tasks.
  7. It consists of acting in an integral, frank, faithful and objective way. It is the responsibility of each of the officers to ensure compliance with the legal and statutory regulations and the internal provisions of EMS S.A.S. Permissive loyalty in relation to the violation of rules by the boss or superior should not exist when it comes to applying the principle of loyalty to society.
  8. It is about exercising the functions in charge in an efficient and timely manner, seeking to adequately fulfill the business purposes of the entity and timely attending to the needs and expectations of the clients.
  9. It consists of acting in a clear manner in front of others, especially in front of clients, creditors, investors and society itself.
  10. Equity and Impartiality. The addressees of this Code will establish and exercise an objective and impartial treatment with respect to the clients of the company and its shareholders, avoiding unjustifiably different treatments.



The officers of EMS S.A.S. must perform their duties subject to the following rules of conduct of a general nature:

    • They should act in the exercise of their functions within the Colombian constitutional and legal framework and strictly comply with the rules and instructions issued by the Colombian authorities and foreign authorities of countries where the company carries out operations in developing its corporate purpose.
    • They must also comply with the provisions of the statutes and the provisions of the code.
    • Who delegated functions shall take the necessary measures for controlling and monitoring the performance of the delegated functions.
    • Officials are obliged to attend training to program the company, assuming them seriously and shall give effect to the development of its functions to obtain knowledge in them.
    • They selected strictly to company officials checking their integrity and morality.
    • They shall in all cases with fair criteria, avoiding giving or promote captious interpretations that tend to benefit people against third parties or company.
    • They provide their services solely for legitimate yprudentes operations.
    • They will keep, protect and respect the intellectual property and copyrights, with respect to all products, publications and services created, developed or used by the company.
    • Acts done developing powers have been granted as an expression of trust, must be made within the limits assigned and compliance, in all cases, with the rules and regulations, and should be oriented with a healthy approach that tends to benefit the interests of the company and customers.
    • Officials promptly notify their immediate superiors any fact or irregularity by another official who affects or could harm the interests of the company.
    • They are subject to internal control established by the company.
    • They respect the use of intellectual property.
    • Officials keep absolute respect and proper treatment with superiors, colleagues, customers, suppliers, contractors, guests or visitors to the company.
    • Not use, advantages or benefits granted by the company to its officials to favor third parties.

In addition to the general rules established in the statutes, in this Code of Ethics and Good Governance of the company in terms of incompatibilities and disqualifications, officials of the company will be subject to the following prohibitions:

  • They may not be directors or officers of another company with the same business purpose of EMS SAS or to operate the same line of business.
  • They may not be Directors or officers of entities that are directly or indirectly members of another entity that has the same corporate purpose of EMS SAS or to operate the same line of business.

SAS EMS officials should work in a timely, adequate and efficient with the authorities in fulfilling their duties manner.

They will also be obliged to report to the competent authorities any conduct that know occasion of his duties related to criminal activities.

The manager shall be informed immediately any request that is made by the authorities is received. The following officials will be responsible for preparing the draft response to the requirements:

  1. Requirements of an accounting nature. The requirements of the authorities regarding matters of accounting rate shall be served by the accountant and manager.2
  2. Requirements in tax matters. The requirements of the authorities regarding matters of tax rate shall be served by the accountant and manager.
  3. Customer requirements. Preparing response to requests from authorities involving customer information will be in charge of management.
  4. Requirements on labor issues. Labor-related requirements will be attended by management and human resources.
  5. Other requirements. The Manager shall appoint the suitable official to meet different requirements to the above.

All directors and officers of the company must act ethically and loyalty in business. Under this are considered prohibited practices and as such shall not:

  1. Granted, directly or indirectly, remuneration, commission, brokerage or other benefit for the favorability of a business or an application.
  2. Facilitate or promote any practice which has as its principal effect of allowing tax evasion. Also, they may not carry out operations or contracts with natural or legal persons through which tax evasion is permitted.
  3. Receive commissions or gifts from third parties for an operation of the company.
  4. Give effect to requests from a client when it is known or reasonably that are intended to circumvent laws or regulations suspected.
  5. Use any unfair competition or practice of restricting competition.
  6. Disclose to third parties confidential information about customers, operations or management of the company.
  7. Putting the achievement of business goals ethical principles to be observed.
  8. Participate in managing business activities or contrary to the interests of the company or that could impair their full-time or fulfilling their duties and responsibilities.
  9. Advise or intervene in situations that permit, amparen or facilitate improper acts or punishable, or that can be used to confuse or surprise the good faith of third parties or used in a manner contrary to the public interest or the interests of the company.
  10. Using the symbols of the company or disrespectful acts, burlesque or unworthy acts.
  1. Compromising approvals in exchange for gifts or favors.
  1. Payroll company is private. Therefore, in no case shall disclose to third parties or unauthorized persons information on staff, including salaries or other information.
  2. discriminatory treatment or harassment because of age, race, sex, physical condition, beliefs, nationality, language or political affiliation or the free expression of susexualidad.
  3. Receive from suppliers and customers, gifts or favors which aims to, because of the nature or importance of the gift, tilting who accept them to prefer your donor in any business carried out by the Company.

In any event internal or external to the company in which a Director or officer is representative of the same, shall comply presentation rules and good conduct.


7.1 Definition

  • Within the business management of the company, its officers have the legal duty to refrain from making a decision or perform any operation when in a conflict of interest. For this purpose, the term conflict of interest situation under which, because of their activity, people mention alternatives of conduct are facing regarding conflicting interests, none of which may privilege in response to its legal or contractual obligations.In this regard, officials of the company will be in a conflict of interest when they have to choose between:
    • Own utility and enterprise.
    • The usefulness of a third party which is found bound and enterprise.

    The conflict of interest involves a situation that, for the reasons stated above, may impair objectivity in making any determination.


    When any officer of the company is in a situation which, according to the parameters set out in this Code constitutes a conflict of interest, you should make this known to the competent authority immediately and in any case shall not participate or intervene any form in the deliberations or in making the decision or to carry out the operation that will involve acting in a conflict of interest.

    In the case of other officials, the manifestation of the conflict of interest must be made to the immediate superior, who will examine the case and shall assume or delegate to someone else the matter for which appropriate conflict of interest.

    Once revealed the conflict, it is possible to solve obtaining prior authorization from the competent authority, authorization can only be given when the act does not prejudice the interests of the company.

    7.2 INSIDER

    Inside information it means that information of a specific nature or subject to reservation, one that has not been disclosed to the public, there duty to do so.

    It is subject to reservation confidential company information.

    Regarding inside information the following rules must be observed by the Directors and officers of the organization are set:

    1. Possessing inside information relating to the Company may use it only for the exercise of their functions.
    2. They must keep such information confidential until acquires public.
    3. Retain such information confidential with the obligation to keep it confidential.
    4. They saved because of a subpoena or warrant issued by a competent court or by a judicial, administrative or legislative body in the exercise of their legitimate powers not disclose inside information in their possession regarding the company, its customers or its suppliers without obtaining the prior written consent of the latter.
    5. They must refrain from misuse of privileged information in order to obtain benefit for himself or for a third party, whether a natural or legal person.
    6. They shall refrain from disclosing information related company or clients with their plans, policies, acquisitions, investments, financial statements, customer contact data, profits, marketing strategies and business opportunities.
    7. This shall be without prejudice to the disclosure of this information will make the company officials for the performance of their duties or pursuant to an order of a competent authority or current regulations.
    8. They shall refrain from commenting in public places that endanger the privileged information and to disclose information to third parties competitive offers, quotations, prices and benefit proposals.

    8.1 General Principles

    Company relations with customers and suppliers based on the following principles:

    • business with people for which will not be made is known to observe corporate behavior or contrary to the laws or personnel evidence it is taken.
    • Customers and suppliers of the company will be selected taking into account their honesty, morality, the provisions of the Manual for the System for Risk Management of Money Laundering, Financing of Terrorism and Corruption, particularly as set out in the Code .
    • All legal aspects on restrictive business practices should be observed by the company, its directors and officers, according to the principles of healthy competition.

    8.2. Customer Relationship

    In relationships with enterprise customers especially the following will be considered:

    • Requests, complaints and requests that the company made its customers will be served in a timely and accurate manner.
    • You can not be given unequal treatment for political, religious, reasons of sex, race, nationality, economic, social, technical or scientific.
    • That they should be given accurate information about the company and its services.

    8.3. Supplier Relations

    The company officials must observe the rules, policies and procedures that it establishes for the execution of all procurement processes, purchasing and appropriate use of resources, which will aim that such processes are carried out swiftly and efficient and rational conditions.

    Performances of those involved in the hiring process suppliers must abide by the ethical principles and conduct set forth in this Code.


    It is up to the board and company management, a good example in its actions and ensure compliance and enforcement of this Code of Ethics and Good Government in respect of his subordinates.

    The overall supervision of compliance with this Code of Ethics and Good Governance, will be conducted by designated compliance officer and management.

    This code must be known and implemented by company officials, being mandatory their wide dissemination and inclusion in employment contracts or projects of the company.

    1. Penalty system

    In case of violation of the rules set out in this Code of Ethics and Good Governance by a member of Board of Directors, according to the seriousness of the offense incurred in so doing, President of the Board informed of this fact the General Assembly of Shareholders to adopt the necessary measures.

    If the violation of the rules set out in this Code comes from a legal representative of the company that is not a member of the Board, it will be up to assess the seriousness of the offense and request explanations of the case. Based on this, it will proceed to impose the sanction it deems appropriate, which may consist of a reprimand with a copy to the resume or dismissal.

    For purposes of assessing lack the Board shall consider among other things the following: the degree of negligence or willful misconduct that had acted the offender; the extent of damage to the company or of the danger presented its interests, and recidivism in the commission of violations of the Code.

    In the case of violations of the rules set out in this Code by other company officials, assessing the seriousness of the offense and the request for respective explanations, shall be for the manager, who also determine the penalty to be imposed on them, which may consist of a verbal warning, a written copy to the resume, suspension or dismissal from office reprimand, and in any case taking into account the provisions of internal labor regulations.

    The foregoing is without prejudice to any criminal, administrative, civil or any other giving rise to non-compliance actions.


    All company officials are responsible for the knowledge and understanding of the provisions of this Code of Ethics and Good Governance within their specific areas of responsibility and oversight.

    The entry of any officer to the Company will be required to certify their knowledge of the contents of this document. Likewise they must certify their knowledge when updates or when the Company so provides.