CODE OF ETHICS
Introduction
What is the purpose of this Code of ethics?
Cleva’s Code of ethics is based on principles and values that serve as a guide to the conduct of its employees in the workplace: responsibility, integrity, respect for others, loyalty, commitment, solidarity, innovation, ambition and excellence. These principles reflect the values and deontological culture of the business universe of Cleva. By formalising and reiterating these principles, which are already known and complied with by Cleva, the Code of ethics extends and reinforces them. This code reaffirms respect for law and People, as well as our responsibility to our Clients and other stakeholders of Cleva. As a basic principle, we comply with international, European, national and local laws and regulations applicable to the countries in which we operate, and we undertake the necessary commitments to implement them. Aiming for good performance cannot, under any circumstances, justify the violation of the standards set out in this code. The Code of ethics does not exempt from the reading and full compliance of the Cleva’s Code of conduct (Link) serving the latter as a practical document with guiding rules of action and organisational practices, detailing the principles of this document.
Who is it for and what role do we play?
The Code of ethics applies to all employees (including outsourced personnel, trainees and service providers) of all Cleva entities. We are all guarantees of the ethics policy of Cleva, which must be pursued in the relationship with third parties and communicated to Cleva’s external contacts, business partners and contractors (including suppliers, service providers and subcontractors). We hope that the employees and representatives of Cleva, as well as anyone acting in the name or on behalf of one of the companies of the organisation – regardless of the position they occupy or the country in which they work – will apply and disseminate the principles of professional ethics defined in this code. It is up to the representatives and employees of Cleva to be fully aware of the existence of this code and to ensure its day-to-day application. Everyone has the responsibility, and shared commitment, to strictly comply with the legal, statutory and regulatory standards applicable to the activity and companies of Cleva, in the jurisdictions of the countries where they operate, as well as with the policies, standards and principles of Cleva. In case of doubt regarding the implementation or compliance with the principles defined in this code, employees may ask questions regarding the interpretation or application of the Code of ethics to the People Team of the employer.
How is it implemented?
Cleva’s Code of ethics will be disclosed, not only on the Intranet (Cleva Sharepoint), but also on the organisation’s website so that it is known by shareholders, Clients, suppliers, investors, and other entities with which Cleva relates. All directors of all companies of Cleva are responsible for the disclosure, understanding and implementation of the code with employees. Employees must know the Code of ethics at the time of their recruitment and reception at the company. Cleva is committed to complying with this code, adapting it, if necessary, to the legislation in force in the country of each of its companies.
Respect for others, team spirit
Cleva is committed to respect and promote the fundamental rights as defined in the Universal Declaration of Human Rights, to promote and defend the dignity and value of human beings and equal rights for men and women.
Cleva strongly opposes any violation of human dignity and therefore complies with local, national, European and international legislation and regulations on child labour and all forms of forced or compulsory labour.
We are also committed to respecting freedom of association and collective bargaining.
Contractual commitments and compliance with legislation
The activity of Cleva and its employees must be carried out in strict compliance with the legal rules whatever the jurisdiction in which Cleva operates.
Health and safety
The health and safety of employees is a priority of Cleva, so all employees must seek to know and respect not only the legislation in force, but also the internal rules and recommendations on this matter.
Cleva is committed to ensuring health and safety, to ensure the health and physical and mental integrity of its employees, whether they work in its own facilities or in those of Clients.
We must identify and communicate to the local health and safety officer or to the hierarchical superior any conduct likely to constitute a danger or risk, as well as any situation that may compromise the health and safety of Cleva’s employees.
Equality, diversity and integration
All employees have the right to equal opportunities and fair treatment, as well as to be recognised and valued for their individual skills. Cleva encourages diversity and undertakes to refrain from any discrimination and to comply with all legal provisions for the prevention of discrimination.
Cleva seeks to offer equal opportunities and fair treatment to its employees and others, regardless of their social, cultural or ethnic origin or nationality, religion or other beliefs, race, marital status, pregnancy, sexual orientation, disability, age or trade union membership.
>> Related policies and guidelines: Cleva’s Diversity, equity and inclusion policy (Link).
Harassment, respect for People and privacy
Cleva adopts as a fundamental value respect for People and their dignity.
All employees, particularly those in leadership positions, must promote at all levels relations based on respect for the dignity of all parties, participation, equity and mutual collaboration, contributing to the creation and maintenance of good administration and a good working environment, cementing unity, trust and excellence.
Harassment, abuse, intimidation, lack of respect, lack of consideration, or any other type of verbal, non-verbal or physical aggression, offensive or improper conduct are unacceptable and are not permitted in the workplace, under penalty of disciplinary responsibility.
The practice of moral or sexual harassment, including discrimination based on self-employment, work or professional education, is prohibited to the extent that it disturbs or embarrasses the person, affects their dignity or creates an intimidating, hostile, degrading, humiliating or destabilising environment.
Employees must report any behaviour or situation that they detect or become aware of that allegedly violates the above principles or integrates the practice of any kind of harassment and cannot be disciplined for taking such action unless they act in bad faith.
Harassment is an extremely serious offence, without prejudice to any criminal liability stipulated by law. All employees have the right to respect for their privacy. Cleva is committed to complying with national, European and international legislation and regulations regarding the protection of the personal data of its employees.
In addition, Cleva is committed to the implementation of all new Portuguese legislative measures, including those concerning the Labour code, as well as to make all legal adjustments arising from new legislation in this area.
>> Related policies and guidelines: Code of good conduct for preventing and combating harassment at work (Link).
Integrity
Fair competition
Cleva undertakes to act in compliance with competition laws, in accordance with market rules and criteria and promoting fair competition. Cleva conducts its activity, innovates and evolves on a fair basis, in accordance with the principle of commercial and industrial freedom, and strives not to interfere in free competition through collusion, active or passive corruption, undue influence or favouritism. In addition, it is prohibited to establish an understanding or agreement with any of its competitors, to define an illicit partnership with a view to making an offer, or to enter discussions to limit competition or to condition applicable prices and terms of sale, service costs, share goodwill and sales areas, select business partners, sales volume, market shares and margins.
Therefore, it is up to employees to meet these requirements in the scope of their professional activity. They must act individually for the interests of the company and follow the rules of competition. Cleva complies with national, European and international legislation that prohibits or regulates the financing of political parties and engages in responsible lobbying practices. Our approach is mainly to promote our assets and offers.
Bribery and corruption
All the practice of corruption and bribery is prohibited in all its active and passive forms. Corruption and bribery are offences punishable by civil and criminal sanctions in the countries in which Cleva is established. Cleva strongly condemns all forms of corruption and bribery, such as offering a value gift to influence a person for the benefit of Cleva (this includes facilitation payments) or accepting a gift to act against the interests of Cleva, regardless of the country in which it operates. The policy of Cleva is “zero tolerance”: any such action is considered unacceptable.
Limited-value invitations from Cleva’s business partners or their Clients may be accepted in certain circumstances.
Therefore, Cleva is committed to preventing bribes of any kind, as well as undue influence and money laundering. Tolerance for bribery is considered unacceptable conduct by Cleva. In addition, within their level and as a duty of loyalty, employees must perform their functions for the sake of Cleva contributing to the prevention of fraud and avoiding conflicts of interest, favouring or abuse of privileged information.
The violation of anti-bribery legislation subjects Cleva to civil and criminal sanctions, as well as subjects employees to the same civil and criminal sanctions (including prison sentences).
Conflicts of interest
Cleva undertakes to adopt measures that ensure the exemption from acting in decision-making processes, in cases of potential conflict of interests involving its employees.
There is a possible conflict of interests when there are different interests in a decision-making process in which decision-makers are involved, and where professional judgement is likely to be influenced by the convergence of those interests. Therefore, when personal interests conflict with the interests of Cleva, there is a risk of violating our commitment to fair competition. This is the case when a potential personal benefit, whether direct or indirect, influences or is likely to influence a decision associated with the activity of the company. We must therefore avoid situations where our individual interests are likely to conflict with those of Cleva.
Insider abuse
Those who have privileged information must be extremely prudent when carrying out transactions involving shares belonging to Cleva or to its Clients, business partners and suppliers. It is prohibited to disclose any privileged information or to perform any transactions using privileged information.
True and correct business and financial information
Cleva guarantees that all commercial and financial information it provides is true and correct and is made available with due transparency and within the deadlines set. The documents relating to Cleva must also be treated with the greatest care and to the extent known by the organisation.
For publication purposes, it is necessary for employees to contribute individually to forwarding to the financial department any information or documents relating to Cleva, so that transactions registered and disclosed, particularly to shareholders and to the public, are true and correct.
>> Related policies and guidelines: Anti-corruption policy (Link).
Relationship with Clients and suppliers
Cleva’s relationship with its business partners is fair, just and complies with the competition rules. Compliance with the commitments made to business partners (Clients, suppliers, etc.) is also required. Employees must always demonstrate transparency, impartiality and honesty. Any termination on Cleva’s initiative must be duly justified and comply with the values and principles set forth in this code. Relationship with Clients We work with our Clients to create added value through our knowledge and interpersonal skills and to simultaneously guarantee the sustainable and profitable growth of Cleva. Cleva is committed to working fairly and honestly with all its Clients, providing them with high-quality products and services. Cleva expects its Clients to act in compliance with its legal and ethical requirements. Cleva and its employees must always negotiate in compliance with the principles of good faith and the legal obligations and good practices that apply. Work with suppliers Cleva is committed to treating its suppliers and outsourced personnel fairly. Cleva expects the same fair and ethical treatment from its suppliers. Cleva has a set of internal procedures that enable the qualification and evaluation of suppliers. >> Related policies and guidelines: Procurement P08, chapter 21 (Link).
The organisation and assets of third parties
Confidential information Confidential information relating to Cleva and its employees, Clients, business partners and suppliers must be safeguarded. Certain financial information relating to our Clients requires special protection measures. Therefore, employment contracts concluded with employees include a data security clause, which indicates the rules of professional secrecy. In the case of services with a guarantee of execution, the quality assurance plan regarding data security and confidentiality provides the rules applicable whenever the services are provided. Employees must maintain confidentiality regarding all information of Cleva, other employees, Clients, suppliers or shareholders, that they are aware of in the exercise of their functions and that are not of public or notorious knowledge. This information is for restricted and internal use only at Cleva. Protection of employees’ personal data Cleva understands the major role of privacy and protection of the personal data of its Clients, shareholders, suppliers, employees or any other natural or collaborative persons of any other entity. Therefore, Cleva and its employees undertake to use this information responsibly, strictly respecting the legislation and regulations applicable to the protection of personal data. Cleva is responsible for the protection of personal data. Cleva processes personal data with care and restricts the collection and access to personal data to ensure individual privacy. Cleva guarantees that personal data is stored securely and remains confidential. Cleva abstains from any unauthorised sale or disclosure of personal data. Protection of Cleva’s assets Cleva’s information, equipment, tools and intellectual property rights must be protected, constituting a duty of each employee of the organisation. Intellectual property rights specifically include the copyrights, patents, software (including source codes), technical information, inventions and trade secrets of Cleva. These assets must be used in accordance with the guidelines of Cleva and special attention must be paid to protect them. Any misappropriation and handling of Cleva’s data or assets may constitute an act of fraud and, as such, result in disciplinary action taken by the organisation, as well as in civil and criminal sanctions. >> Related policies and guidelines: Privacy and personal data protection regulation (Link). For more information, please consult the policies and guidelines on acceptable use of information, acceptable use of the internet and networks, acceptable use of equipment, and information security.
Environmental responsibility
Cleva is committed to its own contribution to the Paris Agreement objectives under the United Nations Convention on Climate Change and is therefore working to become carbon neutral and aligned with the United Nations’ Sustainable Development Goals (SDG).
Governance model
The implementation of the principles of this code and the associated programmes, as well as their monitoring, reporting and continuous improvement, is the responsibility of the People Team, to deal with the rules and guiding principles, formed by the Executive Committee and other managers with responsibility in the subject of People.
Reporting mechanisms
To contribute to the scrutiny, transparency, effective applicability of this code and its continuous improvement, the following mechanisms are available. Channel for feedback, suggestions and questions Channel internally open so that all our People can have voice and share feedback, suggestions and some questions that they want to see clarified about the matters related to this code. This channel is managed by the People Team, which will analyse, monitor, handle and respond to all communications received >> peopleteam.cleva.pt@cleva-solutions.com. Channel for reporting irregularities Each geography, following its specific national regulations, will have its whistleblowing system and a channel to communicate situations which constitute harassment, and both situations are managed, handled and resolved under the Whistleblowing policy (Link), which guarantees data confidentiality and protection of all People involved in a report >> Email: victoria.brown@anacap.com.
Revision, update and monitoring
This code shall enter into force on the date of its approval by the Executive Committee. The People Team is responsible for its revision with the support of the legal department, where appropriate, and by checking the following items. • Amendment or modification of the different aspects included in this document: scope, procedures, frequency or other which are deemed relevant. • Amendment or modification of applicable rules (legal, regulatory or internal). • Change in Cleva’s organisational structure. The People Team monitors the subjects expressed in this document, as well as the reporting of irregularities that may occur.
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