Validity: 15 – 02 – 2018
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:
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:
The officers of EMS S.A.S. must perform their duties subject to the following rules of conduct of a general nature:
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:
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:
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:
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.
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.
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:
Company relations with customers and suppliers based on the following principles:
In relationships with enterprise customers especially the following will be considered:
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.
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.