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CODE OF ETHICS AND CONDUCT

 

MANUFACTURAS ELIOT S.A.S., PASH S.A.S and ADOTEX S.A.S. (hereinafter collectively the “COMPANIES”), seek to be good corporate citizens in all aspects of their operations and activities. To achieve this end, the COMPANIES have put together a series of principles to guide employees in all aspects of their work. These principles have been developed based on best practices, including guidelines such as the United Nations Universal Declaration of Human Rights and the Organization for Economic Cooperation and Development (OECD) guidelines for multinational businesses.

This Code establishes the following GENERAL PRINCIPLES AND POLICIES in relation to what the COMPANIES “think, demand and expect” from its executives, collaborators, and related parties, in terms of ethical behavior and conduct to be followed within the organization and the means it will use to ensure compliance, as follows:

  1. All business dealings, business decisions and relationships with internal and external persons shall be handled in strict compliance with applicable laws and regulations and the internal policies of the COMPANIES.
  2. As a general policy, all actions and activities of the COMPANIES, the Shareholders’ Meeting, directors, and officers, direct or indirect employees/collaborators, contractors, suppliers and, in general, of any actions of persons who have any relationship with the COMPANIES, shall be carried out within the highest standards of integrity and in strict compliance with applicable laws, regulations, self-regulations, inter-company agreements and international agreements.
  3. Contracting and operations carried out by THE COMPANIES are governed by the principles of Good Faith, Transparency, Quality, Opportunity, Responsibility and Objective Selection of Suppliers and customers. All purchasing, sales and contracting processes must be carried out applying the guidelines established in this code, as well as the procedures defined for the linking of each of the counterparties in order to minimize and manage risks.
  4. Act under the philosophy of “Zero Tolerance” with those acts that go against the principles of the COMPANIES, including corruption, bribery, money laundering, smuggling, drug trafficking, trafficking of substances for the processing of narcotics, terrorism, financing of terrorism, arms trafficking and any other type of corrupt practice or criminal activity.
  5. Direct and indirect employees/collaborators of the COMPANIES covered under this Code, who violate the policies and rules set forth herein, will be subject to very drastic disciplinary sanctions, including justified dismissal.
  6. Failure to comply with this Code by other counterparties or interested parties may result in the termination of contracts or commercial ties with the COMPANIES.
  7. Disseminate this Code of Ethics and Conduct to all employees and stakeholders.
  8. Enable whistleblower channels and ethics hotline to make inquiries about this Code and report illegal activities.
  9. The COMPANIES. shall conduct business in such a way as to ensure:

– Transparency in business relationships and practices.

– Ethical business practices in all operations.

– Strict adherence to national laws and regulations.

– Fair treatment of employees, customers, and all counterparties in general.

– High standards in all matters related to health, safety, and the environment.

  1. Conflict of Interest: If, as a supplier, customer, or contractor, you find yourself in a potential conflict of interest or in a situation in which the personal interests of employees or related parties come into actual or apparent conflict with the interests of the COMPANIES such situation must be reported to the superior within the organization or to the Compliance Officer.
  2. Careful handling of privileged information:

(i) Employees/collaborators and related parties who, by reason of their positions, have access to privileged or confidential information of customers, the COMPANIES, third parties or employees, must not disclose this information to unauthorized persons or persons who may take personal advantage of it. This information must only be used for the performance of their own work and only in the development of the commercial or contractual relationship with the counterparty.

(ii) The provisions on the handling of confidential information of the COMPANIES must be respected. Failure to do so may result in disciplinary action.

(iv) Employees/collaborators must use the COMPANIES’ information systems, internet, intranet, mail, and other systems, for work purposes only. The use of these systems to acquire, produce or disseminate pornographic content or similar material, including the use of abusive language or offensive images, is strictly prohibited.

  1. Receipt of gifts, handouts in order to avoid bribes:

(i) Direct or indirect employees/collaborators of the COMPANIES may not accept gifts (money, vacations, country houses, furniture or electronic equipment, entertainment, special prices or commercial offers for the individual or his/her relatives, etc.) from clients, suppliers or third parties rendering any type of service to the COMPANIES, in order to “do or not do” maneuvers that may compromise the COMPANIES in illicit activities.

(ii) If the receipt of the gift is unavoidable (for example, in order not to snub a customer or deteriorate the relationship) it must be received, reporting the fact to the respective manager.

  1. Fair employment practices:

In formulating their employment policies, the COMPANIES have taken as a guide the relevant legislation in Colombia, or in the country where they carry out their activities, as well as the reference framework established by the OECD in its guidelines for multinational businesses.

For these purposes, the COMPANIES:

 

– Support the Universal Declaration of Human Rights in all their spheres of influence.

– Ensure that job applicants are not discriminated against on the basis of sex, marital status, sexual orientation, race, color, religious beliefs, nationality or ethnic origin.

– Consider direct or indirect discrimination, victimization, harassment and bullying as a serious matter. Employees who violate this policy will be subject to disciplinary procedures.

– Do not use or promote forced labor and child labor.

– They ensure that employees can associate freely.

– Strictly comply with the country’s laws regulating labor standards.

– The COMPANIES keep payroll and attendance records to document the payment of wages and hours worked by each employee.

  1. Healthy and Safe Workplace:

The COMPANIES aim to provide each employee with a safe workplace. All areas of the COMPANIES must comply with local health and safety regulations.

COMPANIES record all accidents and/or incidents and investigate them to determine if preventive actions are required to avoid and prevent future accidents.

  1. Environmental Policy:

The COMPANIES understand that their activities affect the environment and the communities in which they operate. We believe we have a responsibility to identify and manage these impacts as quickly as possible. We are committed to continually improving our environmental performance, as well as promoting best practices in corporate sustainability.

All employees are informed of the policy and are encouraged to contribute to the achievement of its objectives.

The COMPANIES aim to:

– Minimize the environmental impacts of existing operations and ensure that the impacts of new operations are fully assessed and reduced prior to initiation.

– Reduce material consumption in all operations, where possible, reuse material instead of disposing of it or throwing it away, generate recycling habits and the use and employment of recycled materials.

– Seek to improve energy efficiency in the facilities and make good use of energy in all operations.

– Introduce programs aimed at minimizing waste.

– Dispose of waste in a responsible manner.

– Work with suppliers to reduce the impact of their operations on the environment.

– Monitor process progress.

  1. Prudent attitude to control:

– The COMPANIES shall carefully select all clients and counterparties with whom it conducts any type of business or commercial operation. For this purpose, within the internal processes of control and prevention of criminal activities, the COMPANIES will establish specific policies and procedures that will describe the responsibilities of employees, selection processes and knowledge of customers, counterparties, and related parties, monitoring of transactions, processes for identifying unusual or suspicious transactions, warning signs and reporting mechanisms and termination of relationships.

– The customer knowledge policies also extend to employees, contractors, suppliers, and in general, to any natural or legal person with whom the COMPANIES will have any type of labor or commercial relationship (counterparties).

  1. Responsible management of the company’s image: Direct or indirect employees/collaborators and any natural or legal person linked to the COMPANIES, or acting on their behalf who observes, learns, suspects or is incited to commit an act in violation of the laws, regulations, self-regulations or the policies established in this Code of Ethics and the other policies of the COMPANIES, must report it immediately by any means to the Compliance Officer responsible for Sagrilaft and the Transparency and Business Ethics Program, without fear of any type of reprisal.
  2. Constant collaboration with the authorities: In order to ensure a greater degree of collaboration with the authorities, the COMPANIES, shall keep the documents and records relating to compliance with the rules on prevention and control of unlawful conduct or that could be linked to corruption, bribery or transnational bribery in accordance with the provisions of the Sagrilaft Manual and the Transparency and Business Ethics Program.
  3. Willingness to prevent, detect and control criminal or unethical activities:

– The COMPANIES, undertake to rigorously comply with the mechanisms of control and prevention of money laundering, financing of terrorism, bribery and corruption that are included in the SAGRILAFT and Transparency and Business Ethics Program implemented by the COMPANIES. Likewise, non-compliance will generate the sanctions also provided for in the SAGRILAFT and Transparency and Business Ethics Program, which range from warnings to the employee who fails to comply to dismissal for just cause if necessary. The COMPANIES are committed to put the observance of ethical principles before the achievement of business goals and to comply with the policies established in the SAGRILAFT and Transparency and Business Ethics Program.

– The COMPANIES work actively in the detection of bad practices in the workplace, with specific attention to those practices related to conflicts of interest, bribery, corruption, and fraud.

  1. Consultation or inquiry channels:

The COMPANIES make available to all employees, business partners and third parties consultation channels to answer any questions or concerns related to corruption issues, for which you should contact the “Anticorruption Officer” of THE COMPANIES whose functions are in charge of the Compliance Officer SAGRILAFT and Transparency and Business Ethics Program.

  1. Whistleblowing channels:

The COMPANIES also make available to all employees, business partners and third parties the whistleblower channels, through which you can report irregular conduct that you observe, become aware of, suspect, or are incited to commit, or an act in violation of the laws, regulations, self-regulations or the policies set forth in this Code of Ethics and the other policies of the COMPANIES.

 

The information reported will be handled confidentially.

In case you have suspicions or indications of corruption, the COMPANIES invite you to report it immediately.

The COMPANIES have the following e-mail addresses as reporting channels:

For MANUFACTURAS ELIOT and ADOTEX the following email is available: oficialcumplimiento@patprimo.com.co.

For PASH: oficialdecumplimiento@pash.com.co

The Compliance Officer treats the information, reports and/or complaints, as well as the documentation provided, with the utmost confidentiality. Likewise, the anonymity of the whistleblower is maintained.

 

On the part of the COMPANIES, there will be no retaliation against whistleblowers who have reported in good faith.