1. Code: GG-C-02

Validity: 15 – 02 – 2018

Version: 01

INTRODUCTION

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

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

In this Code, the following issues are regulated:

• ETHICAL PRINCIPLES TO BE OBSERVED BY ADMINISTRATORS AND OFFICIALS.
• COMPLIANCE WITH THE CONSTITUTIONAL, LEGAL AND STATUTORY PROVISIONS.
  
• SITUATIONS THAT GENERATE CONFLICTS OF INTEREST.
  
• PROHIBITED ACTIONS.
  
• THE USE OF PRIVILEGED INFORMATION.
  
• RELATIONSHIPS WITH THE CUSTOMERS OF THE COMPANY.
  
• RELATIONS WITH SUPPLIERS.
  
• BEHAVIORS RELATED TO THE LIMITATION OF GIFTS AND CARE RECEIVED.
  
• DEDICATION TO WORK.
  
• SANCTIONS IN CASE OF NON-COMPLIANCE.

1.ETHICAL PRINCIPLES

• Integrity: this principle refers to the irreproachable behavior that the administrators and officials of EMS S.A.S must have, who must observe irreproachable behavior in any situation, especially in those who violate their honesty.
• It implies rectitude in the way of thinking and in personal, professional and work actions, which must be guided by respect for people and the property of others.
• Exemplary: It implies that all the behaviors and conducts of administrators and officials must be an example of compliance and representation of EMS S.A.S.
• It is the virtue that allows us to face and account for all acts, assuming the consequences of them.
• Sense of belonging. It corresponds to a deep commitment of EMS S.A.S officials, with their achievements and objectives, identifying themselves as part of the institution.
• It is the systematic and rigorous application of the principles, rules and procedures for the exercise of the functions in charge and the tasks entrusted.
• It consists of acting with integrity, frank, faithful and objective. It is the responsibility of each of the officers to ensure compliance with legal and statutory regulations and internal provisions of EMS S.A.S. Permissive loyalty in relation to the violation of the rules by the boss or superior should not exist when it comes to applying the principle of loyalty to society.
• It is about exercising the functions in charge in an efficient and timely manner, seeking to adequately fulfill the commercial purposes of the entity and promptly meet the needs and expectations of customers.
• It consists of acting clearly in front of others, especially in front of clients, creditors, investors and society itself.
• Equity and Impartiality. The recipients 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.

2.GENERAL RULES OF CONDUCT

EMS S.A.S officials must comply with their obligations in accordance with the following general rules of conduct:

• They must 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 and foreign authorities of the countries where the company carries out operations to develop its corporate purpose.
• They must also comply with the provisions of the statutes and the provisions of the code.
• Whoever delegates functions will take the necessary measures to control and monitor the performance of the delegated functions.
• Officials are obliged to attend the training to program the company, taking them seriously and must carry out the development of their functions to obtain knowledge of them.
• They strictly selected company officials who verified their integrity and morality.
• They should in all cases, with fair criteria, avoid giving or promoting captivating interpretations that tend to benefit people against third parties or companies.
• They provide their services only for legitimate and prudent operations.
• They will preserve, protect and respect intellectual property and copyrights, with respect to all products, publications and services created, developed or used by the company.
• The acts carried out to develop powers have been granted as an expression of trust, they must be carried out within the assigned limits and in accordance, in all cases, with the rules and regulations, and they must be oriented with a healthy approach that tends to
• benefit the interests of the company. and clients.
• Officials notify their immediate superiors without delay of any act or irregularity on the part of another official that affects or may damage the interests of the company.
• They are subject to internal control established by the company.
• They respect the use of intellectual property.
• Officials maintain absolute respect and proper treatment with superiors, colleagues, clients, suppliers, contractors, guests or visitors to the company.
• I do not use, advantages or benefits granted by the company to its officials to favor third parties.

3.SPECIFIC INCOMPATIBILITIES AND DISQUALIFICATIONS.

In addition to the general rules established in the bylaws, in this Code of ethics and good governance of the company in terms of incompatibilities and disqualifications, company officials will be subject to the following prohibitions:

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

4.COOPERATION WITH THE AUTHORITIES

EMS S.A.S.  officers must work in a timely, appropriate, and efficient manner with authorities to fulfill their duties.

• They will also be obliged to inform the competent authorities of any conduct that is aware of the occasion of their duties related to criminal activities.
• The manager must be informed immediately of 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. 1. Accounting Requirements: The authorities’ requirements regarding accounting rate matters will be met by the accountant and the manager.
   2. Tax requirements: The authorities’ requirements regarding tax rate matters will be met by the accountant and the manager.
   3. Customer requirements: The preparation of the response to the requests of the authorities related to customer information will be in charge of the administration.
   4. Requirements in labor matters: Management and human resources will attend to labor requirements.
   5. Other requirements: The Manager must designate the appropriate official to comply with the different requirements from the previous ones.

5.PROHIBITED PRACTICES

All directors and officers of the company must act ethically and loyally in business. By virtue of this, they are considered prohibited practices and as such they must not:

• Granted, directly or indirectly, remuneration, commission, brokerage or other benefit for the favorability of a company or a request.
• Facilitate or promote any practice whose main effect is to allow tax evasion. In addition, they will not be able to carry out operations or contracts with natural or legal persons through which tax evasion is allowed.
• Receive commissions or gifts from third parties for a company operation.
• Give effect to a client’s requests when it is known or reasonably intended to circumvent suspicious laws or regulations.
• Use any competition or unfair practice to restrict competition.
• Disclosing confidential information about clients, operations or management of the company to third parties.
• Take into account the achievement of ethical principles of business objectives.
• Participate in the management of commercial activities or activities that are contrary to the interests of the company or that may harm their full time or the fulfillment of their duties and responsibilities.
• Advise or intervene in situations that allow, protect or facilitate improper or punishable acts, or that may 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.
• Using the symbols of the company or disrespectful acts, burlesque or unworthy acts.
• Compromising approvals in exchange for gifts or favors.
• The payroll company is private. Therefore, in no case will information about personnel, including salaries or other information be communicated to third parties or unauthorized persons.
• Discriminatory treatment or harassment due to age, race, sex, physical condition, beliefs, nationality, language or political affiliation or the free expression of their sexuality.
• Receive gifts or favors from suppliers and customers that are intended, due to the nature or importance of the gift, to incline those who accept them to prefer their donor in any business carried out by the Company.

In any case, internal or external to the company in which a director or officer is representative of the same, they must comply with the rules of presentation and good conduct.

6.CONFLICT OF INTERESTS

DEFINITION

Within the commercial management of the company, its directors have a legal duty to refrain from making a decision or carrying out any operation when they are in a conflict of interest. For this purpose, the term conflict of interest situation by virtue of which, due to their activity, people mention alternatives of conduct they face with respect to contradictory interests, none of which they can privilege in response to their legal or contractual obligations. In this sense, company officials will be in a conflict of interest when they have to choose between:

• Own utility and company.
• The utility of a third party that is linked and business.

The conflict of interest implies a situation that, for the reasons stated above, may impair objectivity at the same time in the determination.

• PROCEDURE TO GENERATE CONFLICTS OF INTEREST MANAGEMENT SITUATIONS.

When a company official finds himself in a situation that, according to the parameters established in this Code constitutes a conflict of interest, he must immediately inform the competent authority and, in any case, he will not participate or intervene in any form in the deliberations or when making the decision or to carry out the operation that implies 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 assume or delegate to another person the matter for which the conflict of interest is appropriate. Once the conflict has been revealed, it is possible to resolve the obtaining of prior authorization from the competent authority, the authorization can only be given when the act does not harm the interests of the company.

• PRIVILEGED INFORMATION.

Inside information means that information of a specific nature or subject to confidentiality, which has not been disclosed to the public, does not have a duty to do so.

It is subject to confidential company information.

Regarding inside information, the directors and officers of the organization must observe the following rules:

1. Possessing privileged information related to the Company can be used only for the exercise of their functions.
2. They must keep such information confidential until it is made public.
3. Keep such information confidential with the obligation to keep it confidential.
4. They were kept because of a subpoena or order issued by a competent court or by a judicial, administrative or legislative body in the exercise of its legitimate powers not to disclose privileged information in its possession with respect to the company, its customers or its suppliers without obtaining the prior written consent of the latter.
5. They must refrain from misusing inside information to obtain benefits for themselves or for a third party, be it a natural or legal person.
6. They will refrain from disclosing information related to the company or customers with their plans, policies, acquisitions, investments, financial statements, customer contact details, benefits, marketing strategies and business opportunities.
7. This shall be understood without prejudice to the disclosure of this information will cause company officials to perform their duties or by virtue of an order from a competent authority or current regulations.
8. They will refrain from commenting in public places that endanger privileged information and from disclosing information to third-party competitive offers, quotes, prices and benefit proposals.

7.CUSTOMER RELATIONS AND SUPPLIERS.

General principles

Relations of the company with clients and suppliers based on the following principles:

• Business with people for whom it will not be known to observe corporate behavior or contrary to the laws or personal evidence that is taken.
• The clients and suppliers of the company will be selected taking into account their honesty, morality, the provisions of the Manual for the Management of Risks of Money Laundering, Financing of Terrorism and Corruption, especially as established in the Code.
• All legal aspects of restrictive business practices must be observed by the company, its directors and officers, in accordance with the principles of healthy competition.

• Relationship with the client

In relationships with business customers, the following will especially be taken into account:

• The requests, complaints and requests that the company has made its clients will be dealt with in a timely and accurate manner.
• You cannot be treated unequally for political, religious, gender, race, national, economic, social, technical or scientific reasons.
• To be given accurate information about the company and its services.

• Relations with suppliers

Company officials must observe the rules, policies and procedures that it establishes for the execution of all contracting and purchasing processes and the proper use of resources, which will have the objective that these processes are carried out quickly and efficiently. and rational conditions.

The actions of those involved in the supplier contracting process must comply with the ethical principles and conduct established in this Code.

8.SUPERVISION OF COMPLIANCE WITH THE CODE

It is up to the board and management of the company to set a good example in their actions and to ensure compliance and application of this Code of Ethics and Good Governance with respect to their subordinates.

General supervision of compliance with this Code of Ethics and Good Governance will be carried out by the designated compliance officer and management.

This code must be known and implemented by company officials, and its wide dissemination and inclusion in employment contracts or company projects is mandatory.

9.PENALTY SYSTEM

In the event of a violation of the rules established in this Code of Ethics and Good Governance by a member of the Board of Directors, in accordance with the seriousness of the crime incurred in doing so, the Chairman of the Board reported this fact to the General Assembly of Shareholders to make the necessary measures.

If the violation of the rules established in this Code comes from a legal representative of the company who is not a member of the Board, it will be up to the seriousness of the crime to be assessed and explanations of the case requested. On the basis of this, it will proceed to impose the sanction it deems appropriate, which may consist of a reprimand with a copy of the curriculum or dismissal.

For the purposes of evaluating the failure of the Board, the Board will consider, among other things, the following: the degree of negligence or willful misconduct that has acted as a criminal; the extent of the damage to the company or the danger presented their interests, and the recurrence in the commission of violations of the Code.

In the case of violations of the rules established in this Code by other company officials, evaluating the seriousness of the crime and requesting the respective explanations, it will correspond to the manager, who also determines the sanction that will be imposed, which may consist of a verbal warning, a written copy of the curriculum, suspension or dismissal of the reprimand from the position, and in any case taking into account the provisions of the internal labor regulations.

The foregoing is understood without prejudice to any criminal, administrative, civil action or any other incitement to breach it.

10.STATEMENT OF KNOWLEDGE AND COMMITMENT TO COMPLY

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

The registration of any official with the Company must certify their knowledge of the content of this document. In the same way, they must certify their knowledge when they are updated or when the Company so provides.