Policy for the Prevention of
Corruption and Related Offenses
Introductory note
BB&G Recycling, S.A. (BB&G) conducts its activities according to high responsibility and professional ethics standards, guided by integrity, transparency, honesty, loyalty, accuracy, and good faith principles. We believe that principles and behaviours embody values and serve as a guide for an organization’s conduct, strengthening its purpose and reason for being. We believe that the way we work, the way we grow and interact defines who we are and shapes the culture within the organization. In honour of these ideals, BB&G has adopted a policy aimed at preventing, detecting, and sanctioning acts of corruption and related offenses, whether committed against or through BB&G.
1. Object
1.1. This Policy sets out the set of principles, values, and rules of conduct applicable across all BB&G’s activities, regarding professional ethics and the prevention of corruption and related offenses. It should be read alongside the Whistleblowing Regulation.
1.2. For this Policy, the following terms and expressions shall have the meanings indicated below, when written with an initial capital letter, whether in the singular or plural:
a. Employees and Members of the Governing Bodies (collectively, “Employees”): all BB&G employees, including the members of its governing bodies.
b. Corruption and Related Offenses: This term covers the offenses of corruption, the improper receipt and offering of undue advantage, embezzlement, economic participation in business, extortion, abuse of power, official misconduct, influence peddling, money laundering or fraud in obtaining or diverting a subsidy, grant, or credit, as provided for in the Penal Code. It also includes the version in force at any given time as well as any future legislation that may regulate matters which, by their nature, should be considered encompassed herein.
c. Significant Influence: The ability to participate in the decision-making processes regarding the financial and operational policies of a particular entity or economic activity, without conferring control over those policies.
d. Partners: Agents, external auditors, customers, suppliers, and other individuals who provide services to BB&G in any capacity, whether on a permanent or occasional basis.
e. BB&G: BB&G Recycling, S.A., Taxpayer No. 518.616.495.
2. Scope
2.1. This Policy frames the practices that, in accordance with the law, apply to private entities and to all Employees, and, with the respective adaptations, to all individuals representing BB&G and all Partners.
3. Responsibility
3.1. The person responsible for compliance shall be the CEO of the company, unless the Board of Directors designates another individual, and is charged with monitoring and controlling the implementation of the Policy, without prejudice to the responsibilities legally assigned to other bodies or BB&G Employees.
3.2. The person responsible for compliance shall exercise their duties with independence and decision-making autonomy, having access to internal information as well as the necessary technical and human resources required to perform their functions.
3.3. The person responsible for compliance shall provide all necessary clarifications regarding the application of the Anti-Corruption Policy and shall promote the execution of internal audits whenever necessary.
4. Prevention of corruption and related offenses – Rules of conduct and behaviour
4.1. BB&G rejects any form of corruption, bribery, or related offenses, whether active or passive, as well as any other form of undue influence or unlawful conduct and strictly enforces compliance with these principles in all its internal and external relationships, whether with private or public entities.
4.2. All Employees must comply with applicable national and international anti-corruption and related offense regulations. All conduct that may constitute the crime of corruption or any related offense as defined by law is expressly prohibited. In particular, all Employees are expressly prohibited from:
a. accepting any advantages or offers in exchange for granting preferential treatment to any third party, or to influence an action or decision;
b. offering or accepting, under any circumstances and regardless of value, cash, checks, or other assets subject to legal restrictions;
c. influencing business partners’ decisions through any illegal means or in a manner that appears to violate applicable regulation;
d. obtaining any benefit or advantage for the company, the Employee, or third parties through unethical practices or actions contrary to the duties of the position, namely through acts of corruption, improper receipt of advantages, or influence peddling.
4.3. In the course of BB&G’s activity, interactions with public employees, administrators, government agents, and other public bodies may be frequent. These interactions should be guided by the highest integrity and transparency standards, as well as strict adherence to all applicable legal norms, ethical duties, and the provisions of this Policy.
4.4. For the purpose of this Policy, regarding Gifts and Commercial Offers, only offers that align with socially appropriate conduct and comply with local customs and practices may be made. A benefit is considered socially acceptable if offered as a sign of courtesy and good manners, in accordance with local customs, provided that the benefit is related to professional activity and does not aim to persuade or obtain preferential treatment or an illegitimate advantage from the recipient, nor to unduly influence their behavior.
5. Political Contributions
It is prohibited to make donations or political contributions, in cash or in kind, under any circumstances, on behalf of and/or in the name of BB&G, or in a manner that appears to be made on behalf of or in the name of BB&G, to political parties, political candidates, or organizations or individuals associated with them whose mission is primarily political.
6. Hiring of Third Parties
6.1. To ensure that third parties hired by BB&G comply with this Policy and the existing legislation regarding the prevention of corruption and related offenses, BB&G has established a set of principles and rules which, without prejudice to the application of legal norms or any other applicable internal regulations, must be observed in the hiring processes.
6.2. Therefore, for the purposes of the provision in the preceding paragraph, the following principles must be observed, in particular:
a. The hiring of third parties must be based on a legitimate need for the goods or services to be acquired;
b. The selection of potential suppliers is based on objective, clear, and impartial criteria, and is transparently communicated;
c. The selection of potential suppliers is preceded by an analysis of the level of exposure to corruption risk;
d. The conditions accepted by BB&G (including price and payment terms) are in line with market practices (unless justified by a legitimate reason);
e. The third parties hired accept this Anti-Corruption Policy.
7. Sanctions
7.1. The non-compliance with the rules set forth in this Policy by any Employee will be considered a serious offense, which, depending on the degree of fault of the offender and the severity of the offense, may lead to the imposition of the following disciplinary sanctions, which may be applied with or without disclosure within the company:
a. Unrecorded reprimand;
b. Recorded reprimand;
c. Financial penalty;
d. Loss of vacation days;
e. Suspension from work with loss of pay and seniority;
f. Dismissal for just cause.
7.2. Non-compliance with the rules set forth in this policy by partners and other third parties may constitute grounds for the application of penalties and/or termination of the contract, in a manner that is appropriate and proportional to the offense.
7.3. Non-compliance with the policy’s rules may also lead to administrative or civil liability for the offenders, and, depending on the severity of the offense and the offender’s culpability, may result in criminal sanctions.
7.4. The crimes of Corruption and Related Offenses referred to in this Policy are punishable, depending on the legal framework, with fines and imprisonment for up to a maximum of 12 years.
7.5. The Compliance Officer must prepare a report for each offense committed, detailing the identified violated rules, the sanction applied, and the measures taken or to be taken by BB&G within its internal control system.
8. Internal Whistleblowing Channel
8.1. BB&G has an Internal Whistleblowing Channel and follows up on reports of acts of corruption and related offenses, in accordance with the legislation transposing Directive (EU) 2019/1937 of the European Parliament and Council, of October 23, 2019, concerning the protection of persons who report breaches of Union law.
8.2. The receipt and forwarding of reports follow the applicable procedure for reporting violations established in the Reporting of Offenses Regulation.
9. Training
9.1. BB&G ensures the implementation of periodic internal training programs on the content of this Policy for all Employees and Members of the Corporate Bodies, aiming to promote the knowledge and understanding of all the rules and procedures related to the prevention of corruption and related offenses.
9.2. The training provided must be tailored to the roles of the Employees in question, taking into account the different levels of exposure to the identified risks.
10. Validity and Review
10.1. This Policy comes into effect on the date of its approval by the Board of Directors and must be reviewed every three years or whenever there is any change that justifies its revision.
10.2. This Policy, in its most current version, is communicated to its employees and will be available for consultation on the company’s website as soon as it is operational.