Code of Ethics and Conduct
for the FAE Group
This Code of Ethics and Conduct (hereinafter referred to as the “Code”) outlines the fundamental principles that serve as a guide for the governing body, senior management, employees, and any agents acting on behalf of the organization. Specifically:
The models and guidelines for professional, ethical, and socially responsible behavior for all of them in the performance of their duties
It prevents the commission of criminal or unlawful behaviors
It establishes the necessary monitoring and control mechanisms to ensure its compliance
It includes activities for communicating behaviors, information, and relevant facts
Table of contents: corporate code of ethics and conduct for the FAE group
2. Scope of application
The scope of this Code extends to the following individuals:
Members of the governing body
Senior management
Employees
Agents and representatives of the entity acting on its behalf
This Code applies both in Spain and abroad, always considering the cultural, social, and economic differences of the various countries in which the entity operates.
3. Mission, Vision, and Values
Mission
To manufacture and market high-quality electrical and electronic components to meet the needs of the aftermarket and replacement markets, as well as original equipment manufacturers (OEM) in the automotive sector. All of this is achieved by exceeding our customers’ expectations in terms of quality and service, with a strong brand image and a commitment to significant investments in R&D.
Vision
Supported by a talented human team, the company aims to become an international reference in the design and manufacturing of sensors, serving as the key partner for our customers in the development of new materials and products according to their needs.
Values
As a family-owned industrial company, the fundamental values it upholds are:
- Passion and Commitment
- Transparency and Honesty
- Flexibility and Perseverance
- Efficiency and Innovation
4. The code and Its purpose
FAE strives for excellence. It is committed to conducting its activities in accordance with the highest legal and ethical standards and optimal levels of professional conduct, in the interest of its customers, all those who interact with it in various ways, and the broader community.
The Code contains the ethical values and fundamental principles of conduct for the entity, which are further developed in internal policies and organizational and operational guidelines. These serve as a basic condition to ensure the long-term sustainability of the business.
The integrity and ethical behaviour of all its members enhance the entity’s reputation, which is considered its greatest asset. This reputation depends on the strict adherence to the Code’s standards.
By accepting a position or role within the entity, every individual assumes the responsibility to comply with the Code, as well as with any future modifications.
Finally, all members of the organization must promote similar standards of conduct and values among the entity’s suppliers and customers, aligning them with those established in the Code.
5. Ethical values
The Code is one of the main elements of the entity’s corporate social responsibility management, serving as the channel for the development of its corporate values, which must be embraced by all its members. These values are:
- Integrity: Maintaining an impeccable behaviour, always aligned with honesty and righteousness, is required
- Professionalism: Only responsible management can foster trust and business competitiveness
- Efficiency: The optimization of resources, both material and human, is essential to achieving the entity’s objectives and improving the quality of its economic activities, guiding decision-making towards greater accomplishments at lower costs
- Transparency: Achieved through the dissemination of accurate and reliable information regarding the management of the entity, based on clear communication, both internally and externally
- Responsibility: Taking responsibility, acting accordingly, and committing one’s capabilities to fulfilling this value
- Safety: The entity provides optimal working conditions in terms of health and safety. It demands a high level of safety in processes, facilities, and services, paying special attention to the protection of employees, customers, suppliers, and the environment in which it operates.
All employees must ensure compliance with the laws and regulations in force in the location where they carry out their activities. Additionally, they must always respect the commitments and obligations assumed by the entity in its contractual relationships with third parties.
6. Conduct guidelines
The ethical values outlined above serve as the foundation that should inspire the basic conduct of all members of the entity in fulfilling the responsibilities of their roles and respective positions.
This Code does not intend to cover all possible situations that may arise in day-to-day operations, but rather to establish minimum guidelines for conduct that should guide everyone in their actions. These guidelines are as follows:
6.1. Respect for human rights and public freedoms
The entity is committed to respecting Human Rights and Public Freedoms, preserving the natural environment, and contributing to the development and well-being of the communities with which it interacts.
In this regard, the Code affirms the entity’s adherence to and respect for the United Nations Global Compact and the declarations of the International Labour Organization (ILO).
6.2. Equal opportunities and non-discriminationn
The entity believes that the professional growth of all its members is closely tied to their overall personal development. Therefore, it promotes training, fosters an environment of equal opportunities, and ensures non-discrimination. Promotions are based on merit, skills, and job performance.
6.3. Collective Rights
All members of the entity must respect the rights of unionization, association, and collective bargaining, which are internationally recognized, as well as activities carried out by workers’ representative organizations, in accordance with their legally attributed functions and responsibilities. Relationships with these organizations should be based on mutual respect, aiming to promote open, transparent, and constructive dialogue to consolidate social peace and labour stability.
Access to roles and positions is determined by competencies and capabilities. When hiring, candidates are evaluated to determine if their profiles match the expected qualifications and business needs, while respecting the principle of equal opportunities for all.
Requested information will be used solely to assess professional profiles or psychological aptitude, always respecting the candidate’s privacy and opinions.
Employees are hired under labour contracts subject to the applicable legal framework. No form of illegal employment is accepted.
6.4. Workplace environment
The entity is committed to providing employees with the resources necessary to perform their duties in a safe and healthy environment.
This commitment is compatible with the employees’ duty to rigorously comply with health and safety regulations and responsibly use the equipment assigned to them, safeguarding their own safety and that of others potentially affected by their activities.
Whenever compatible with overall work efficiency, the entity also promotes flexible work arrangements that support parenthood and, in general, childcare responsibilities.
All members of the entity should be treated with respect, fostering a comfortable, healthy, and safe working environment. They must refrain from any behaviour that is offensive or discriminatory based on race, religion, political or union beliefs, nationality, language, gender, marital status, age, or disability.
Under no circumstances shall anyone engage in sexual harassment, abuse of authority, insults, or any form of aggression and hostility that creates an intimidating atmosphere. Consequently, behaviours or remarks that could harm personal sensitivities (e.g., displaying images with sexual references or making persistent sexual comments) must be avoided.
6.5. Use and protection of assets
The entity provides its members with the resources necessary for the performance of their professional activities and ensures their protection and safeguarding.
These resources cannot be used for personal or non-professional purposes or for activities not directly related to the entity’s interests.
Furthermore, members shall not remove or deliberately allow others to remove such resources, assets, or any other entrusted property (tangible or intangible, movable or immovable, physical or intellectual assets, including documents or legal instruments certifying ownership or other rights over them), ensuring their safekeeping.
6.6. Conflict of interest
All members of the entity are obliged to promote its interests and are prohibited from personally benefiting from opportunities arising from the use of its assets or information, or from benefiting third parties.
The following are explicitly prohibited:
- Engaging in situations of real or potential conflicts of interest, including those arising from family or similar relationships.In the case of a conflict, particularly in the hiring process of new employees, members must refrain from participating in the negotiation, process, or operation in question
- Accepting gifts in the form of assets or services for free or because of a business transaction. In socially acceptable situations, promotional or courtesy gifts may be accepted, provided they have no significant value. Similarly, offering gifts to third parties is prohibited, except for those expressly authorized as part of institutional practices
- Carrying out activities outside the scope of the entity that compete with or conflict with its activities. Any outside professional activity must be reported to management to verify that it does not pose a conflict of interest
6.7. Safety and environmental protection
The entity is committed to conducting its activities in a manner that minimizes negative environmental impacts and ensures a high level of safety in its processes, facilities, and services, with special attention to protecting employees, customers, and suppliers.
The entity also demonstrates its commitment to sustainable development by implementing policies that identify the environmental impacts generated by its activities.
Every member of the entity, regardless of their role, must safeguard their own safety by complying with the preventive measures adopted in each case and contribute to the safety of others, environmental protection, and pollution prevention.
6.8. Transparency of information
The entity considers transparency and truthfulness of information to be a fundamental principle guiding its actions.
Specifically, it guarantees that the information it communicates to public entities and the broader community is truthful, complete, and accurately reflects its financial situation and operational results, all within the required deadlines and in compliance with applicable regulations, general market practices, and principles of good corporate governance.
This principle of transparency and truthfulness also applies to internal communications.
6.9. Relationships with customers and users
The entity assumes, leads, and promotes a commitment to “total quality,” providing the necessary resources to achieve excellence and implementing appropriate measures to ensure this standard is practiced by all members.
Members must act with integrity toward customers and suppliers, aiming for the highest levels of quality, excellence in service delivery, and long-term relationships based on mutual trust and respect.
6.10. Relationships with the governing body and senior management
All members of the entity must establish a relationship of collaboration with the governing body and senior management based on trust, transparency, information sharing, and the exchange of knowledge, experiences, and skills.
6.11. Relationships with suppliers
Supplier selection processes will be conducted with impartiality and objectivity, and members of the entity must avoid any conflict of personal interest with that of the entity.
During the selection or assignment process of a panel of suppliers, every effort should be made to present alternative proposals for proper comparison.
The entity will promote awareness of this Code among its suppliers to ensure better application of its principles.
6.12. Protection of personal data
The entity encourages the use of new technologies while being aware of the effects of their improper use. Therefore, it takes special care to ensure the right to privacy, protecting the personal data entrusted by its clients, suppliers, and members.
Non-public information is considered confidential, and necessary mechanisms are applied to ensure its integrity, availability, and confidentiality.
All members comply with personal data protection regulations as established by law, and they are prohibited from collecting, processing, storing, retaining, sharing, or using personal data in ways that violate those regulations, respecting the legitimate rights of the data subjects.
6.13. Fair competition and competition law compliance
The entity competes in the market fairly, promoting free competition for the benefit of consumers and users, always adhering to the current legal regulations.
Both the entity and its members refrain from engaging in misleading advertising and avoid any conduct that constitutes or could constitute abuse or unlawful restriction of competition.
6.14. Relationship with public administrations
The entity and all its members strictly and respectfully comply with all legal obligations to which the entity is subject. Any behaviour that, even if not violating laws, harms the entity’s reputation or leads to adverse consequences for its business and/or image must be avoided.
All members must act with honesty and integrity in their interactions with Public Administrations, ensuring that the information provided is truthful, clear, and complete.
They will not obstruct information requests from Public Administrations, provided these requests are lawful and adhere to applicable regulations.
They will comply with enforceable administrative and judicial resolutions affecting the entity unless their execution is legally suspended.
6.15. Anti-bribery and corruption measures
The entity expresses its unequivocal commitment to and “zero tolerance” toward bribery and corruption.
Bribery is a widespread phenomenon that raises serious social, moral, economic, and political concerns, undermines good governance, hinders development, and distorts competition. It erodes justice, undermines human rights, and is an obstacle to poverty alleviation. It also increases the cost of doing business, introduces uncertainties in transactions, increases the cost of goods and services, decreases their quality, and can lead to the loss of lives and property. It destroys trust in institutions and interferes with the proper and efficient functioning of markets.
All members of the entity have an individual responsibility to proactively contribute to the fight against bribery, as a well-managed organization is legally and economically sustainable in the long term. They help the organization avoid or mitigate the costs, risks, and damages associated with bribery, promote trust and security in business transactions, and improve its reputation with stakeholders.
None of the individuals within the scope of this Code may:
- Make or offer, directly or indirectly, any payment in cash, kind, or other benefit to any person working for any entity, public or private, political party, or candidate for public office, or to use their real or apparent influence to unlawfully obtain or maintain business or other advantages. This applies even when it is known that all or part of the money or benefit will be offered or delivered, directly or indirectly, to such persons
- Make payments consisting of money or other valuable items, regardless of the amount, in exchange for securing or expediting a procedure or action before any judicial body or public administration
In socially acceptable circumstances, promotional or courtesy gifts may be accepted, provided they are of insignificant value.
Likewise, third parties should only be offered gifts expressly authorized for institutional purposes.
6.16. Money laundering and payment irregularities
To prevent and avoid money laundering from illicit or criminal activities, all members of the entity must pay special attention to cases where there are signs of lack of integrity from the people or entities with whom they do business, in addition to their general obligation to comply with applicable legal provisions, such as payments made:
- In cash, when they are unusual given the nature of the transaction
- In bearer checks
- In currencies other than those specified in the contract or invoice
- To or from third parties not mentioned in the contract
- Into an account that is not regularly used for transactions with a person or entity, especially when the destination of the funds is unknown
- To individuals or entities residing in tax havens, or in bank accounts opened in such locations
- To entities where it is legally impossible to identify their shareholders or ultimate beneficiaries
- Payments that are extraordinary and not foreseen in the agreement or contract
6.17. Financial records
All transactions of the entity must be clearly and accurately recorded in its files and books. All members must refrain from:
- Establishing off-the-book accounts
- Failing to record transactions made or misreporting them
- Recording non-existent expenses
- Recording expenses in accounting books with incorrect descriptions
- Using false documents
- Deliberately destroying accounting documents before the legally established deadline
6.18. Donations and social projects
The entity’s commitment to the community in which it operates is reflected in the development and promotion of initiatives aimed at improving the quality of life.
This commitment is practiced through social action initiatives, collaborations, and sponsorships, channelled through agreements and resource allocations to social organizations, consistent with the entity’s strategy.
In line with this commitment and its values of transparency and integrity, all donations must:
- Obtain the necessary internal and, if required, external authorizations
- Be granted to entities of recognized prestige and moral solvency, with an appropriate organizational structure to ensure proper management of resources
- Be accurately recorded in the entity’s books and accounts
- Not be used to cover up improper payments or bribes
Donations to political parties or their representatives are strictly prohibited. Furthermore, all donations should be monitored, as far as possible, to understand their destination or use.
7. Management system and whistleblowing channel
7.1. Management system
The entity promotes compliance with this Code through its dissemination, the necessary specific training, and its monitoring and compliance system. To this end, the governing body has appointed a compliance officer responsible for the following duties:
- Interpreting the Code and resolving related inquiries
- Receiving and evaluating communications related to its application
- Proposing to the governing body any modifications, clarifications, and development regulations it requires
7.2. Whistleblowing channel
A whistleblowing channel has been established to allow any employee or stakeholder, properly identified and confidentially or anonymously, to report any actions or behaviour that may be considered a violation of the principles set forth in the Code.
The entity does not tolerate any form of retaliation against those who, in good faith, report alleged violations. Violations or breaches that constitute workplace offenses will be sanctioned according to applicable labor regulations, without prejudice to any other liabilities that may arise.
For a report to be considered valid, it must meet at least the following criteria:
- The location where the reported irregularity occurred
- When the irregularity occurred (past, present, future, ongoing)
- Who is involved in the irregularity
- The impact on the organization from the whistleblower’s perspective
- If the whistleblower believes there is any risk to themselves or others
- Any evidence that can be provided
- The names of possible witnesses
- Any other information the whistleblower considers relevant
The compliance officer will review the submitted information and conduct the necessary investigations. After evaluating the findings, they will determine the admissibility of the report and, if applicable, forward the case to the governing body for further action.
This procedure guarantees the preservation of the identity of the person reporting any irregular activity.
Additionally, employees can use this procedure to ask questions or suggest improvements related to matters covered by the Code.
8. Disciplinary measures
FAE’s response to potential violations of our Code will be carried out according to the formal processes established within the company. These processes respect the presumption of innocence and the rights of employee representatives, where required by law. The company will take appropriate disciplinary action in the case of proven violations, in accordance with the applicable collective bargaining agreements.
9. Validity
This Code will come into force on the first working day of the month following the date of its approval by the governing body and will remain in effect until it is updated, revised, or repealed by the same.
It will be reviewed and updated at least every three years. Any revisions or updates will adhere to the commitments made by the entity concerning corporate social responsibility.
Approved by Sole Administrator Francisco Marro Burrel on November 30, 2023.
Main Responsible for Monitoring: Ethics and Compliance Committee.