A MESSAGE FROM OUR MANAGERS

Our business is currently affected by increasing normative production and by extensive regulatory pressure.

After several complicated moments, crisis of confidence in the institutions and in the social actors, disreputable behaviours and, adittionally, situacions distanced from the level of responsability that should be required to organizations, the present-day society demands not only the law enforcement, but an enforcement carried out under the umbrella of principles, values and ethical standards.

Diligent attitude and profit-making, namely, ethical conduct and business growth, do not be configured like aspects that cover opposite directions, but like elements that converge around a benchmark criterion that must be guide the decisions of each and every one of us and, hence, those of Newdock as a whole and organization.

For all these reasons, we have decided to adopt this “Code of Ethics”, which includes, fundamental values, guiding principles and standards of conduct that must underpin each action, each conduct, each decision-making. We are aware that our behavior is the true sign of the brand and image of Newdock and, therefore, the axis around which the reputational judgment will revolve by our clients, vendors, suppliers, contractors, business partners and other third parties, as well as market and society at large (hereinafter referred to as “stakeholders”).

As Newdock managers, we want to express our firm commitment to business ethical behavior and respect for current legality. However, to achieve the objectives set out in our “Code of Ethics,” we need the collaboration and help of you.

For this, we invite you to perform a detailed reading of the “Code of Ethics”, the content of which is summarized in the motto “do the right thing”, which involves a constant effort by each and every one of us to achieve a high degree of integrity, professional excellence and corporate ethics. Only in this way successful, sustainable and lasting business projects can be built.

 

D. Javier Solís García. Manager
Dª Ana Rúa-Figueroa. Manager

1.- INTRODUCTION

This “Code of Ethics” lays out the fundamental values, guiding principles and standards of conduct that should govern the performance and behavior of Newdock´s professionals, including managers, vendors, suppliers, contractors, partners and all those who work for or on behalf of the organization, like consultants, agents, intermediaries and subcontracted companies.

Today´s business demands are not focused solely on complying with the laws in force in the various legal systems. Our stakeholders expect that organizations achieve high ethical standards, in order to establish proper commercial relationships and other links.

Therefore, complying with the law is not enough; rather, this compliance must be carried out in an ethical manner, namely, on the basis of various values, principles and standards of conduct that should guide the behavior of each and every one of the professionals, and that therefore, should reflect the common ethics inherent to the organization itself.

As a result, Newdock expresses its firm commitment to a corporate culture based on strong ethical standards, by virtue of which each and every one of us has the duty and obligation to comply with the rules set out in this “Code of Ethics”.

In this way, we will contribute to the collective success of the organization by promoting our brand in the market and maintaining a good reputation.  Our brand is an intangible asset that is essential to attract and retain talent, client trust, confidence of vendors, suppliers and contractors and also, credibility with financial institutions, government agencies, business partners, as well as market and society in general.

In this way, all professionals must be an active part in our commitment to respect and preserve on daily basis and with every action Newdock’s brand. We must be aware of the difficulty and great effort that acquiring a good reputation represents for companies and organizations, and also, the ease with which said reputation could be negatively affected in the event of actions or decision-making that are not aligned with the highest ethical and behavioral standards.

For this reason, through this “Code of Ethics” and its associated policies, procedures and instructions, Newdock reinforces its commitment to comply with the current legislations and promote an ethical behavior, that implies the enhancement of our way of working, our modus operandi, our decision-making and our way of relating to the organization´s stakeholders.

 

2.- PURPOSE AND OBJECTIVES

The purposes, aims, intentions and main objectives of this “Code of Ethics” are as follows:

– To establish the fundamental values, guiding principles and standards of conduct that must govern the actions and behavior of Newdock´s professionals, that is, the ethical guidelines that shall guide our conduct and corporate culture.

– To prevent any violation, breach or non-compliance with applicable laws, of this “Code of Ethics” or of its associated policies, procedure and instructions, which could cause serious damage, not only from a legal or economic point of view, but also by affecting the brand, image or reputation of Newdock.

– To promote among our stakeholders’ patterns of behaviour which are aligned with the fundamental values, guiding principles and standards of conduct of Newdock, promoting the development and implementation of ethics and compliance programs and, additionally, guaranteeing their acceptance of our “Code of Ethics”.

 

3.- SCOPE OF APPLICATION

The present “Code of Ethics” shall be enforceable and directly applicable to all Newdock´s professionals, regardless of:

– Their type of contract.

– Their geographic location.

– The duties, activities and functions performed.

– Their hierarchical position within the organization.

– Furthermore, this “Code of Ethics” shall apply to vendors, suppliers, contractors, partners and all those who work on the organization´s behalf, like consultants, agents, intermediaries and subcontracted companies.

In this way, Newdock’s professionals shall express their commitment to comply with the fundamental values, guiding principles and standards of conduct of our “Code of Ethics”.  For this reason, all professional must sign the “Acceptance Document” , on annual basis and, in any case, every time a modification or update of the contents of the “Code of Ethics” takes place.

 

4.- FUNDAMENTAL VALUES

4.1.- Integrity
Newdock´s professionals must carry out their activities with honesty and sincerity in their relationships with the stakeholders and, especially, with clients, peers and other professionals.

In any case Newdock shall not accept behaviours that, trying to achieve interests or benefits for the company, suppose or imply dishonest actions or a conflict with the organization’s code of values.

4.2.- Commitment to quality and professionalism
Providing quality services entails not only technical rigor in the professionals’ activity, but also a constant commitment to responsibility, dedication, loyalty and the pursuit of excellence.

This quality requirement necessitates that all Newdock´s professionals receive sufficient training within the scope of their respective responsibilities, to ensure that clients receive a valid and effective response based on their needs at any given time.

Furthermore, all professionals must diligently fulfill the tasks assigned or entrusted to them, trying to provide maximum value and always acting with a collaborative spirit.

4.3.- Confidentiality
All documentation and information available to Newdock’s professionals, whether verbal or written, provided by customers, third parties or internal know-how, will be treated with absolute confidentiality and exclusively for the organization’s business purposes, applying this duty to all matters known to professionals in all their fields of action.

4.4.- Respect for the integrity of people and human rights
The conduct of Newdock’s professionals toward its peers and stakeholders must be based on the principles of dignity and respect, knowing that they represent the public image of the company.

Furthermore, Newdock will carry out its activities in absolute observance of the International Charter of Human Rights.

 

5.- GUIDING PRINCIPLES

5.1.- Lawful actions and the principle of legality
Newdock assumes the commitment to carry out its activity in accordance with the applicable law in all geographic areas in which it operates.

Consequently, our professionals shall reject any illegal practice, making every effort and commitment to comply with the laws, rules and regulations, including those related to AML-FT, fraud, bribery and corruption.

5.2.- Non-discrimination and equal opportunity
Newdock encourages the creation of a work environment where all professionals are treated with impartiality, respect and dignity, guaranteeing sexual freedom and paying special attention to promoting fair treatment and equal opportunity.

Therefore, the organization will not tolerate any discrimination based on birth, race, sex, sexual orientation, religion, opinion or any other personal or social condition or circumstance.

5.3.- Zero tolerance of harassment
Newdock affirms its absolute rejection of any behavior or attitude that could constitute harassment of any kind or that, in some way, may threaten the dignity of people.

 

6.- STANDARDS OF CONDUCT

6.1.- Preventing bribery and corruption
Our mission is to maintain a level of complete transparency and integrity in our relations with our stakeholders.

Certain practices, when carried out incorrectly, could lead to corruption or bribery, based on the risk that, through said practices, the goal of influencing the other party is satisfied, modifying its will with the intention of receiving from it an unjustified advantage or benefit.

In this regard, Newdock assumes a zero-tolerance commitment to bribery and corruption.

Because of this, one of Newdock’s steadfast objectives is to actively combat any corrupt practice that might arise and that could entail not only a violation, breach or non-compliance with the laws, rules and regulations in our legal system, but also a lack of compliance with the ethical standards of the organization.

On a global level, States ensure that effective, proportionate and deterrent fines are imposed on organizations that engage in acts of corruption. As a result, the implementation of preventive measures in this area will avoid actions that could comprise acts of corruption and bribery and that, therefore, could lead to the commission of the crimes of public bribery, influence peddling, private corruption, and so on, which can imply a serious risk to Newdock’s image and reputation.

With regard to the modalities and typologies of bribery, we must make reference to the following:

– Active bribery: The act of promising, offering or delivering to a person, directly or indirectly, a gift, remuneration or advantage of any kind (financial or otherwise), in exchange for an unjustified advantage or benefit, as compensation for a previous, present or future action by said person.

– Passive bribery: The act of receiving, requesting, allowing or accepting from a person, directly or indirectly, a gift, remuneration or advantage of any kind (financial or otherwise), as compensation for a previous, present or future action that gives the other party an unjustified advantage or benefit.

In our legal system, the term “bribery” (both active and passive bribery) does not in itself constitute a crime; rather, the conduct that it involves is characteristic of various criminal types included in the Spanish Criminal Code, such as public bribery, influence peddling, private corruption, etc.

Furthermore, certain defining traits or features that characterize behaviors indicative of bribery must be taken into account:

– Although bribery is traditionally associated with public officials or authorities, it also occurs between individuals.

– The beneficiary of the bribe can be a natural person or a legal person.

– The gift, payment or advantage involved in the bribe can be financial or of another nature, such as gifts, hospitalities, meals, entertainment events, travels, donations, sponsorships, etc.

– In order for bribery to exist, a simple promise, offer or acceptance is sufficient. There is no need to actually give or deliver the gift or payment.

– In the specific case of passive bribery, it is important to realize that said bribe will also exist even if the beneficiary is a person different from the one who directly or indirectly receives, requests, allows or accepts the gift or payment.

– In case of public officials’ bribery, it may occur before a national public official or a foreign public official.

In accordance with the above, Newdock has implemented a “General Anti-corruption Policy”, which is developed by several internal policies that explicitly consider the various situations that may involve corruption and bribery risks.

Especially, Newdock hasestablished regulations and rules that shall govern the actions of all the professionals in relation to gifts, hospitalities, entertainment events, business events, donations, sponsorships, etc.

All these policies are based on an anti-bribery approach and, in addition to complying with the specific rules set out in each policy, they are inspired by the following principles:

– Reasonableness: social acceptance.

– Good faith: honesty and absence of intention to induce improper performance of a person.

– Prudence: examination of risks and consequences.

– Possibility: unusual or infrequent situation.

Consequently, Newdock´s professionals shall not offer or receive bribes of any kind. They shall behave and act in compliance with the rules established in the above-mentioned policies, guaranteeing the principle of legality and protect the organization’s reputation with all of our stakeholders.

6.2.- Managing conflicts of interest
A conflict of interest occurs when a professional’s private interests (such as external, financial, family, political or personal businesses) might interfere with the interest of the organization.

It is  a situation of opposing interests that occurs when the interest that should guide the professional’s conduct is shifted, altered or influenced by a personal interest, giving rise to the possibility that the person’s actions, the performance of his functions, the execution of his responsibilities and his decision-making process can be detached from criteria of objectivity and impartiality.

Therefore, the interest that should govern the performance of Newdock´s professionals, namely the interest of the organization, can never clash with or be compromised by a personal interest.

Therefore, our professionals must perform their duties and tasks with absolute responsibility, dedication, loyalty and the pursuit of excellence, as indicated above in the “Core values” section and, in particular, pursuing the “Commitment to quality and professionalism”.

6.3.- Professionals’ recruitment and hiring
The incorporation of professionals to Newdock will be carried out in accordance with criteria of impartiality, objectivity and professional merit, evaluating skills, competencies, talent, experience and professional background. Strictly following the principle of equality, without any discrimination based on birth, race, sex, sexual orientation, religion, opinion or any other personal or social condition or circumstance.

In this way, the commission of briberies executed by hiring people close to members of the organization will be avoided, as well as possible conflicts of interest.

6.4.- Integrity of financial information and compliance with tax and fiscal regulations
Newdock expresses its firm commitment to comply with generally accepted accounting principles and with all applicable tax and fiscal regulations.

Furthermore, all daily transactions shall be recorded and their supporting documentation shall be kept in the corresponding file for as long as internally established by the organization and, in any case, for the legally specified periods.

In no case will Newdock hinder the verification and evaluation work that an audit entity may carry out.

6.5.- Commercial transactions and billing
Commercial transactions are inspired by the principles of clarity and transparency; as a result, Newdock´s professionals must ensure that no action can be interpreted as intending to mislead third parties.

In this regard, negotiating contracts on behalf of the organization without the corresponding authorization from management is strictly prohibited, as is the disposal of assets without express authorization and without the corresponding power of attorney.

6.6.- Relationships with vendors, suppliers and contractors
Vendors, suppliers and contractors will be selected, approved and evaluated based on objective criteria, such as characteristics, costs, after-sales service, financial situation, payment periods and terms, certifications, environmental management, etc., in order to guarantee a quality-price ratio.

Accordingly, the above dispositions about conflicts of interest shall apply too. In this way, the selection, approval and evaluation of vendors, suppliers and contractors shall be based primarily on Newdock´s interests, with the goal of promoting practices that are inspired by objectivity and impartiality criteria.

In this regard, the “Vendors, Suppliers and Contractors Policy” and its execution procedures and associated forms shall be directly applicable.

6.7.- Relationships with business partners
Newdock will develop a relationship with its business partners in which integrity, transparency and mutual trust prevail at all times. It will do so by sharing knowledge and experiences that facilitate the generation of positive synergies and that yield reciprocal benefits for the involved parties.

Accordingly, the above dispositions about conflicts of interest shall apply too. In this way, the selection, approval and evaluation of business partners shall be based primarily on Newdock´s interests, with the goal of promoting practices that are inspired by objectivity and impartiality criteria.

6.8.- Relationship with clients
Newdock’s goal is to provide a top-quality service to our clients. This not only entails technical rigor from our professionals, but a constant commitment to responsibility, dedication, loyalty and the pursuit of excellence, as indicated earlier in the section on “Core values” and, in particular, pursuing the “Commitment to quality and professionalism”.

Therefore, the actions of our professionals in this area, the effects of which can have very negative consequences on our organization, will be directly aimed to maintain and strengthen our reputation with our clients, which are one of our most important intangible assets.

Our clients’ trust of is absolutely crucial and requires the effort of each and every one of us, everyday and in every task.

6.9.- Relationships with government agencies
Newdock´s professionals shall guide their relationships with public bodies and agencies based on the principles of legality, cooperation and transparency.

In addition, any proposed unfair behavior from any public official or agency shall be rejected.

Although they are socially accepted in certain legal systems, Newdock strictly prohibits the facilitating payments, as they could lead to situations of corruption and bribery.

6.10.- Relationships with governments, political parties and unions
Newdock will not finance, directly or indirectly, in Spain or in other countries, political parties, federations, coalitions or groups of voters.

Furthermore, direct or indirect donations to political representatives and candidates, companies, organizations, associations, foundations or lobbyists linked to political parties are also prohibited, as are donations to unions, companies, organizations, associations, foundations or lobbyists associated with them.

6.11.- Relationship with the media and public information
The actions carried out through Newdock’s different communication channels, such as press, radio, television, corporate website, intranet, social media and professional networks, etc., must be inspired by the principles of transparency, integrity and honesty.

In this respect, all communication actions must provide objective, clear, faithful, truthful and verifiable information to the professionals and stakeholders, to strengthen Newdock´s identity and corporate image and reputation.

Professionals involved in the communication process shall respect and act consistently with the above principles and requirements.

6.12.- Cash flow management
As general rule, Newdock will not make cash collections or payments unless this is the only alternative. In this case, Newdock must respect the legal limit established by the current regulations of 1,000 euros, and the operation must have the adequate documentary support.

6.13.- Standards of conduct involving the use of computer tools
Newdock´s professionals cannot use the company’s computer systems and documents, or those of third parties that may be accessible to them by virtue of their work for Newdock, without proper authorization.

Furthermore, computer tools and systems shall only be used for strictly professional purposes, in order to proceed with its protection against internal and external threats or improper use. Nonetheless, professionals might use computer tools for personal purposes, as long as such use is reasonable, proportional and in accordance with the principle of contractual good faith, as well as respectful with internal information security measures.

6.14.- Use of intellectual and industrial property
Newdock´s professionals shall not download programs from the internet without express consent of the organization, nor install pirated software.

They shall only use the organization’s own software or that for which the appropriate licenses have been purchased.

Moreover, elements that are protected by intellectual and industrial property rights and which Newdock is not authorized to employ shall not be used.

6.15.- Standards of conduct involving the use of third-party information
In the development of our activity, Newdock’s professionals have access to numerous confidential information. It is our duty and fundamental value to protect such information.

It is strictly forbidden to incorporate into Newdock any type of physical or electronic information or documentation belonging to another company or that has been obtained without the consent of the affected party.

Furthermore, information from third-party companies that becomes known by virtue of a specific relationship with said company may not be disclosed, disseminated or transferred.

By all means, third-party’s information that might be confidential or secret shall not be used.

6.16.- Defense of competition
Newdock will behave in the markets fairly, in good faith and in observance of the principle of free competition.

To this end, it will avoid any action that could be classified as unfair competition, as well as any practice or conduct that is predatory or collusive or that implies abuse of a dominant position.

It will also refrain from engaging in any type of advertising that could be considered as misleading or that may lead to error regarding the details or characteristics of the offered services.

6.17.- Personal data protection
Newdock will absolutely respect the personal and family privacy of all professionals, complying with all the security measures established in the European and Spanish regulations on the protection of personal data, in compliance with its “Data Protection Policy”.

Therefore, it is strictly prohibited to communicate, disclose or disseminate personal data of professionals, clients, vendors, suppliers, contractors and other individuals, including economic data and medical or health data.

Newdock will act in an agile, fast, efficient, and accountable manner, in the event that personal data security is compromised, as established in its internal regulations.

6.18.- Prevention of money laundering and financing of terrorism
Newdock acts with the utmost rigor to avoid any operations, transactions or activities involving money laundering and/or financing of terrorism.

Furthermore, the company is strictly committed to complying with all applicable national and international regulations in this matter.

Therefore, all professionals have an imperative duty to pay special attention to possible cases in which there are indications of a lack of integrity on the part of the people, companies, entities or organizations with which commercial or business relations are maintained.

6.19.- Environmental protection
Newdock expresses its firm commitment to carry out its activities within the framework of sustainable development, minimizing negative environmental impacts and giving absolute priority to preventive actions over corrective ones.

In this regard, the company´s actions shall be guided by the following criteria:

– Complying with environmental laws and regulations.

– Rational and efficient use of natural resources.

– Minimal environmental impact.

– Respect for biodiversity.

– Prevention of harmful or polluting activities.

– Protection of ecosystems.

– Fight against climate change.

– Preservation of socio-cultural, historical, archeological and architectural heritage.

 

7.- TRAINING AND AWARENESS

The standards set forth herein will be included in the content of our Internal Training Plan, so as to promote a corporate culture of respect for the applicable laws, the “Code of Ethics” and other Newdock´s internal rules and policies. This will ultimately have a positive effect on our corporate health, on the proper development of our business processes and, especially, on maintaining our corporate image and reputation with our stakeholders.

In addition, since the entry into force of this “Code of Ethics”, Newdock will have 15 working days to send it to its professionals and obtain the corresponding signature of the “Acceptance Document”.

The foregoing is without prejudice to the following section for newly-hired employees.

 

8.- DUE DILIGENCE INVOLVING NEWLY-HIRED STAFF

Pursuant to this “Code of Ethics”, Newdock is committed to inform newly-hired personnel of its existence, its content, its compulsory nature as well as of the obligation to adhere to it and the consequences that could result from violating or not complying with it.

To this end, Newdock will handle this “Code of Ethics” to newly-hired professionals, including it in the Welcome Pack. In this way, they could be aware, since when they join the organization, of the fundamental values, the guiding principles and the standards of conduct that must govern their performance, namely, the ethical standards and corporative culture that guide our behavior and decision-making process in order to prevent serious harm to Newdock’s image or reputation.

According to the above, any professional joining Newdock must sign the “Acceptance Document”.

 

9.- SUBMITTING QUESTIONS AND REPORTING NON-COMPLIANCE

Newdock´s professionals must use the “Whistleblower Channel” to report and escalate any violation, breach or non-compliance involving this “Code of Ethics” or its associated policies, procedure and instructions. This will result in an internal investigation, which will be conducted in accordance with the provisions of the corresponding regulatory policy.

Likewise, such channel might be used to submit questions and concerns involving the applicability or contents of this “Code of Ethics” or its associated policies, protocols and instructions.

Newdock forbids any form of retaliation, discrimination or other unfair treatment against whistleblowers in good faith.

 

10.- REGISTRY

Pursuant to this “Code of Ethics”, Newdock will keep a record of the complaints and question regarding the applicability or contents herein.

Furthermore, this “Code of Ethics” shall be implemented and executed through a series of policies, procedures and instructions which have their own recordkeeping requirements.

 

11.- PRESERVATION OF EVIDENCE

This “Code of Ethics” requires that all the documentation generated pursuant to it must be preserved and stored in chronological order, on both physical and digital media. Moreover, in latter case, backup copies of the relevant information must be made.

In particular, Newdock must act with diligence to safeguard the documentation generated as a consequence of the complaints raised about thepossible violation, breach or non-compliance of the “Code of Ethics”, as well as the corresponding internal investigations carried out.

 

12.- APPROVAL

Our “Code of Ethics” has been approved by Newdock´s Management on May 1st, 2021.

 

13.- COMMUNICATION AND DISSEMINATION

This “Code of Ethics” will be communicated and disseminated to all Newdock´s professionals through its physical or digital distribution among professionals and its publication in the corporate website.

 

14.- ENTRY INTO FORCE AND DURATION

This “Code of Ethics” will enter into force and remain in effect from the day following its communication or dissemination to Newdock´s professionals, as specified in the provisions of the previous section.

 

15.- VIOLATIONS OF THE CODE OF ETHICS AND DISCIPLINARY SANCTIONS

Violation, breach or non-compliance with the values, principles and standards laid out in this “Code of Ethics” may constitute a labor infringement and, consequently, may lead to the application of appropriate disciplinary sanctions, in accordance with the applicable labor laws and the collective bargaining agreement. The foregoing is without prejudice to the civil and criminal liabilities that may result from said violation, breach or non-compliance.

Furthermore, in relation to vendors, suppliers, contractors, business partners, collaborators and other third parties, Newdock may terminate existing commercial or other relationships, pacts or agreements.