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ANTI-CORRUPTION POLICY MANUAL

CODE OF ETHICS

TABLE OF CONTENTS

INTRODUCTION.

DEFINITIONS.

ANTI-CORRUPTION POLICY.

CODE OF CONDUCT AND ETHICS.

Purpose of the document:

  • Scope of application.
  • Responsibilities.
  • Values of PLANO.
  • Business conduct.

Compliance with the law: prohibition of corrupt practices. 

Gifts and favours.

Compliance with accounting policies.

Conflicts of interest.

Confidentiality and data protection.

Responsibility towards the environment.

Maintaining a safe and healthy working environment.

Means for the development of professional activity.

ETHICAL BEHAVIOUR OF MANAGERS.

 

WHISTLE-BLOWING SYSTEM.

 

Introduction 

Scope

Purpose of the transparency/whistle-blowing channel.

Operation of the transparency/whistleblowing channel.

Principles.

Treatment of information.

Procedure. 

Guarantees for the whistleblower. 

COMPLIANCE MECHANISM. SUPERVISION 

 

ETHICAL CHANNEL 

 

REPORTER PROTECTION CLAUSE – DATA PROTECTION CLAUSE

 

INTRODUCTION

 

This Manual and Policies is approved by the company’s Steering Committee and is mandatory for all employees of PLANO A PLANO PRODUCTORA DE CINE Y TV, S.L., (hereinafter ‘the company’), during the operations carried out in the provision of services offered to any of its clients.

 

DEFINITIONS

 

Corruption is dishonest or fraudulent conduct by persons in positions of power, usually involving bribery. Within corruption, a distinction can be made between passive and active corruption:

 

Passive corruption is corruption carried out by those who request, receive or accept unjustified benefits or advantages.

 

Active corruption is corruption carried out by those who promise, offer or grant such benefits or advantages.

 

Fraud: is a dishonest act or omission done with the intention of acquiring money or other property by altering, tampering with or falsifying the books, records and accounts of the Group.

 

Extortion: extortion occurs when someone forces another person with violence or intimidation to perform or omit to perform an act against his or her will in order to obtain some benefit, usually of a lucrative nature.

 

Hospitality: this is known as the mere attention offered to third parties on the occasion of a business activity, such as the offering of coffee, invitations to lunches or dinners or the provision of means of transport.

 

Bribery: Bribery is defined as conduct involving gifts, benefits or advantages of any kind that are not justified, in exchange for unfair advantage.

 

Bribery is not only considered to be the payment of a sum of money, but also includes conduct such as favours, benefits or personal attention which

 

Bribery is not only considered to be the payment of a sum of money, but also includes behaviour such as favours, benefits or personal attention given to third parties directly or indirectly related to a customer, supplier, public official or any other natural or legal person who has or could potentially have a professional relationship with the Group, and which could be perceived as a way of influencing decision-making or behaviour.

 

Bribery: Bribery of public officials or authorities, i.e.:

 

Offering or giving gifts, favours or services on advantageous terms to a public official

 

or a third party related to them (e.g. family members, business partners, etc.).

 

This conduct is criminal whether the gift or favour is offered or given on the official’s own initiative or at the request of the public official.

This conduct will be considered criminal whether the gift or favour is offered or given to obtain or reward an action by the official for the benefit of the person or company providing the gift or favour, or whether the gift or favour is given solely in consideration of the official’s position or function.

This conduct is punishable by severe penalties both for the natural person (up to 6 years imprisonment in the Spanish case) and for the company on behalf of which he/she may act (fines, suspension of activities, prohibition of hiring, etc.).

This conduct is criminal whether the gift or favour is offered or given on the official’s own initiative or at the request of the public official.

This conduct will be considered criminal whether the gift or favour is offered or given to obtain or reward an action by the official for the benefit of the person or company providing the gift or favour, or whether the gift or favour is given or given solely in consideration of the official’s position or function.

This conduct is punishable by severe penalties both for the natural person (up to 6 years imprisonment in the Spanish case) and for the company on behalf of which the latter may act (fines, suspension of activities, prohibition of public procurement, etc.).

The only exceptions to the above prohibition are attentions or gifts to public officials that take place in the context of socially acceptable courtesy practices.

Public official or Authority: An authority is considered to be someone who, alone or as a member of a corporation, court or collegiate body, has command or exercises his or her own jurisdiction. In any case, members of the Congress of Deputies, the Senate, the Legislative Assemblies of the Autonomous Communities and the European Parliament, as well as officials of the Public Prosecutor’s Office, shall be considered authorities. A public official is considered to be any person who, by provision of the law, by election or by appointment by the competent authority, participates in the exercise of the functions of the Public Prosecutor’s Office.

Public official or Authority: An authority is considered to be anyone who, alone or as a member of a corporation, court or collegiate body, has command or exercises their own jurisdiction. In any case, members of the Congress of Deputies, the Senate, the Legislative Assemblies of the Autonomous Communities and the European Parliament, as well as officials of the Public Prosecutor’s Office, shall be considered authorities. Any person who, by law, by election or by appointment by the competent authority, is involved in the exercise of public functions, is considered to be a public official. By way of example and without being exhaustive, the following are considered to be public officials: mayors; councillors; municipal technicians; elected members of municipal plenary councils; presidents and regional councillors; elected members of a regional or autonomous regional parliament; staff employed by the local, regional or autonomous regional and state public administration; administrators, managers and employees of municipal, regional, autonomous, regional or state trading companies and other similar freely appointed positions; judges, magistrates, public prosecutors and court clerks; officials attached to the institutions of the European Union and national civil servants of another EU Member State, national civil servants of any other State, officials or employees of a public international organisation or its agencies or departments (United Nations, World Bank), etc.

Facilitation payments: Facilitation payments are payments of small sums of money to public officials to facilitate or expedite the performance of non-discretionary actions or services, e.g. obtaining licences, visas, work permits or customs clearance. Payments of a legal or regulatory nature to an official body established for this purpose, e.g. payment of public fees and charges, are not considered to be facilitating payments.

Gift: A gift or attention is anything of value. This concept includes any kind of direct or indirect consideration, from objects of economic value, cash or transfers, investments, free participation in conventions, invitations to events, trips and hotel stays when the inviting party does not attend the event or trip, promises of a job offer, hiring of third parties (relatives or friends of the one who will be favoured), etc. Whenever these go beyond normal courtesy practices, they are likely to constitute bribery or corruption between private individuals and should therefore be offered or accepted in accordance with the safeguards set out in this policy.

 

Trading in influence: This consists of influencing a public official or authority by taking advantage of a previous personal relationship with him or her or with another official, in order to obtain a decision beneficial to the influencing person or company or to a third party.

  • It is also a criminal offence to solicit or accept any kind of remuneration or reward in exchange for offering to exert undue influence on a public official or authority.
  • This conduct is punishable both for the natural person (up to 2 years imprisonment in the Spanish case) and for the company on behalf of which he/she may act (fines, suspension of activities, prohibition of public procurement, etc.).

 

ANTI-CORRUPTION POLICIES

Two of the strategic pillars of PLANO A PLANO PRODUCTORA DE CINE Y TV, S.L. are morality and regulatory compliance, which are aligned with the values of integrity and transparency in the company’s way of doing business.

In relation to this desire to fight against corrupt practices, the company shows and describes its anti-corruption policy, on the basis of requiring the following principles from shareholders, the administrative body, managers and all the staff of PLANO A PLANO PRODUCTORA DE CINE Y TV, S.L., as well as external personnel who maintain any kind of relationship with the company:

– Compliance with laws and regulations.

– The application and implementation of PLANO A PLANO PRODUCTORA DE CINE Y TV, S.L.’s code of ethical conduct and anti-corruption in its business operations, as widely as possible.

  • The prohibition of any kind of corrupt practices.
  • Documentary evidence of the giving or receiving of gifts, invitations and hospitality.
  • The regulation and documentation of donations and contributions to political parties or for political purposes, in accordance with applicable law.
  • Documentary evidence of any type of donation made by the company.
  • Documentary record of the origin of all payments or economic funds, in order to avoid money laundering practices.
  • The designation and management of relationships with third parties acting as consultants or intermediaries, in accordance with established good practices.
  • The reporting of suspicious or relevant transactions through whistleblowing mechanisms.
  • The application of sanctions in case of non-compliance with the company’s rules of ethical conduct and anti-corruption.

Corruption, in the form of offering, promising or giving a bribe or any undue pecuniary or other undue advantage (Active Corruption); as well as in the form of requesting, asking for or obtaining the aforementioned (Passive Corruption), distorts competition in the markets, constitutes a crime and therefore PLANO A PLANO PRODUCTORA DE CINE Y TV, SL. impartially condemns it.

 

CODE OF CONDUCT AND ETHICS

  • PURPOSE OF THE DOCUMENT

This document is intended to provide information on the policies, rules or guidelines that are carried out in the Company within the scope of the Ethical Policy of PLANO A PLANO PRODUCTORA DE CINE Y TV, S.L.

The aim is to disseminate and implement in the company the guidelines and guidelines for ethical behaviour in the company. The human quality of those who form part of Plano has an impact on the Ethical Quality of the company and can prevent them from causing damage to the company.

 

  • SCOPE AND SCOPE OF APPLICATION

The Code of Conduct and Ethics applies to all plano personnel from senior management, middle management, technicians and project staff, both artistic and technical.

Likewise, plano will ensure that its business partners adopt and comply with standards of integrity consistent with our ethical standards and policies.

To this end, plano makes documents relating to our ethical policy and standards available to all staff and ensures that these standards are properly understood.

Plano communicates these standards and recommendations to third parties with whom it has a business relationship, promoting the adoption of these principles of integrity.

In the event of non-compliance by employees or third parties, it may apply the sanctions applicable in each case.

  • RESPONSIBILITIES

All persons associated with the company should familiarize themselves with the policies and procedures described in this document.

The company is committed to the standards written in this policy and will monitor compliance with this policy and take appropriate action in the unlikely event that it is not being adhered to.

It is key to our policy that all company personnel, officers, employees, partners and others acting on its behalf comply with all applicable laws and regulations.

  • VALUES FROM PLANE TO PLANE

Considers a key and critical element, the day-to-day transmission of the Corporate Culture. Each of them represents a set of competencies that are essential for any member of this Organisation, whatever their position, role or function. 

Specifically, the Corporate Values that we transmit in the Company are:

Proactivity and innovation, always maintaining our commitment to our clients, in a professional and dedicated manner.

The establishment of a lasting and stable relationship based on the benefit of mutual interest.

The clear objective of satisfying the needs of our Clients, responding to their requests or requirements in a functional way.

An organisational structure very accessible to our customers: simplicity in the organisation.

continuous improvement, which constantly leads us to innovation and to the forefront of the sector.

  • BUSINESS CONDUCT

All the agreements that are carried out in the company must be configured in the rules of Ethical Conduct. These reflect the following principles:

COMPLIANCE WITH THE LAW: PROHIBITION OF CORRUPT PRACTICES

We have a duty to be informed about the laws relevant to our daily activities. In case of any doubts regarding legal matters, the company’s legal department should be consulted. Any form of public corruption (in the form of bribery of national, foreign, or international public officials) or private corruption (between commercial and non-commercial entities) is strongly condemned by Plano. The company takes necessary measures to prevent any type of illicit activity.

Thus, neither executives, employees, nor collaborators of Plano, nor any other person acting on its behalf, will offer, promise, deliver, or seek to obtain any benefit through corrupt means in relation to the company’s business operations.

  • Definition and dissemination of this ethical code through annual talks, emails, and the company’s website.
  • Signing by executives and employees of the declaration of compliance with the company’s anti-corruption policy and ethical code.
  • Appointment of a supervisor responsible for ensuring Plano’s compliance with ethical conduct, with the authority to investigate breaches or omissions in the application of the company’s ethical policy.
  • Systematic supervision of the level of awareness and understanding of these policies among staff.
  • A system of disciplinary and contractual sanctions.
  • A specific anti-corruption policy.
  • A transparency channel available for employees and third parties to resolve any doubts or concerns regarding compliance with these policies.
  • GIFTS AND FAVORS

No company member should accept money or invitations of financial or business nature from third parties, whether organizations or individuals, when this may be considered an attempt to influence business relationships or gain any undue advantage, in accordance with applicable laws.

This must always be based on the laws in force in this matter and follow an objective criterion. If applicable, all records must be made diligently and verifiably.

  • COMPLIANCE WITH ACCOUNTING POLICIES

PLANO A PLANO ensures compliance with regulations, policies, procedures, and accounting controls related to the company. All financial operations must be properly completed, accurately reflecting recorded transactions, with all assets, liabilities, income, and expenses appropriately registered.

This information must be fully recorded in the books of PLANO A PLANO.

  • CONFLICTS OF INTEREST

The staff of PLANO A PLANO must avoid conflicts of interest between their private activities or personal interests and their responsibilities to the company.

If an employee detects a conflict of interest with any company operations, they must inform the executive committee so that appropriate decisions regarding that operation can be made and recorded.

  • CONFIDENTIALITY AND DATA PROTECTION

Confidential information is a valuable asset, and its public disclosure could cause damage to the company. The company is also obligated to fully comply with applicable data protection regulations.

The disclosure of confidential information to unauthorized persons, whether internal or external to the company, is strictly prohibited. Confidentiality must be maintained regarding received information. Disclosure of this information is allowed only when appropriately authorized and for a legitimate business reason or if communicated securely.

All Plano personnel sign a confidentiality clause upon joining the company. The company is required to provide a Privacy Notice to all members, as well as to any third party with whom it has a commercial, legal, or corporate relationship.

  • RESPONSIBILITY TOWARD THE ENVIRONMENT

PLANO A PLANO is committed to conducting business activities in an environmentally responsible and sustainable manner to minimize the impact of our operations on the environment.

  • MAINTAINING A SAFE AND HEALTHY WORK ENVIRONMENT

Company management and supervisors ensure that activities are carried out under occupational health and safety standards.

The company provides the necessary personal protective equipment (PPE) for each task and training on its proper use. Employees are required to use PPE correctly and maintain a clean and orderly environment that contributes to workplace safety and the elimination of hazardous conditions.

  • RESOURCES FOR PROFESSIONAL ACTIVITIES

PLANO A PLANO professionals commit to using the resources and means provided responsibly, carrying out exclusively professional activities in the interest of the company. Professionals must avoid any practices, especially unnecessary activities and expenses, that reduce value creation for partners.

PLANO A PLANO owns the rights to use and exploit software programs, IT systems, equipment, videos, analyses, reports, and other documents or works created, developed, or used by its professionals within their work activities.

Professionals must respect the Principle of Confidentiality regarding the characteristics of rights, licenses, programs, systems, and technological knowledge owned by or licensed to PLANO A PLANO. Disclosure of any information related to these characteristics requires prior authorization from the responsible management.

Company-owned IT tools, such as computers, mobile phones, software, email, internet services, and data networks, are exclusively for professional use. Employees should not expect privacy in information stored or transmitted through these tools. The company may conduct internal audits to ensure their proper use, including monitoring corporate emails, internet activity, and stored data.

Misuse of IT tools constitutes a violation of employee responsibilities and may result in disciplinary action, including termination.

  • ETHICAL BEHAVIOR OF EXECUTIVES

Special ethical behaviors and conduct are defined for the executives of our company:

  • If you aspire to hold an executive role, it must be pursued with integrity and a sense of responsibility.
  • Executives must respect all individuals, especially company stakeholders and subordinates. They should stay informed and effectively communicate to engage everyone in the shared vision.
  • Effective delegation is essential, ensuring that each person is given the opportunity to perform tasks they are trained for.
  • Promote work-life balance and equality policies, preventing inequality within the company.
  • Demonstrate humility and a spirit of service, understanding that a leadership role is not a personal entitlement but a responsibility.
  • Foster a culture of work, effort, and decency, remembering that financial success should be a means, not an end.
  • Promote ethical behavior in daily business practices, ensuring transparency, social commitment, and adherence to ethical norms.

WHISTLEBLOWER SYSTEM

INTRODUCTION

This document refers to the Transparency/Whistleblower Channel as a tool through which irregularities that may violate the principles of the Ethical Code should be reported.

Additionally, this tool serves as a primary means to report conduct or actions that may constitute a criminal offense to the responsible management area.

SCOPE OF APPLICATION

This document defines the operation and principles of PLANO A PLANO’s Transparency/Whistleblower Channel and applies to all communications made by company personnel and third parties who submit reports through the corporate website’s form.

OBJECTIVE OF THE TRANSPARENCY/WHISTLEBLOWER CHANNEL

The goal of this channel is to ensure compliance with the Ethical Code and address any violations or ethical concerns within the company.

OPERATION OF THE TRANSPARENCY/WHISTLEBLOWER CHANNEL

PRINCIPLES

All communications, incidents, or issues submitted through the Whistleblower Channel will be handled in accordance with the following principles:

  • Independence: Actions resulting from received communications will be managed by the Executive Committee, ensuring autonomy in its procedures and decisions. If a complaint is received regarding a Committee member, they will not be present in meetings addressing the complaint to prevent undue influence. Alternatively, the complaint will be forwarded to the Legal Department for processing.
  • Objectivity: A thorough and complete analysis of the reported facts and circumstances will be ensured, avoiding any arbitrariness in the actions, in accordance with the Internal Response Protocol for Irregularities and Complaints. All communications received will always be duly justified.
  • Confidentiality: Actions will be carried out discreetly and with absolute confidentiality, both in the investigation and analysis and in obtaining and processing the necessary information, in compliance with data protection regulations.
  • Anti-retaliation: Under no circumstances will any form of retaliation be taken against individuals who submit complaints or communications through this channel, whether the allegations are substantiated or not.

INFORMATION PROCESSING

All communications made through this channel will be received and initially analyzed solely by the Executive Committee. After conducting a preliminary review of the facts, appropriate actions and procedures will be initiated in accordance with the defined protocol.

PROCEDURE

Step 1 – Identification of an Irregularity

Any person who becomes aware of an irregular act, non-compliance, or violation of the rules established in the Code of Ethics must report it immediately through the Whistleblower Channel.

Step 2 – Communication and Receipt of Information

Anyone aware of an irregularity may report it using the following methods:

  • Transparency/Whistleblower Channel on the website: Includes a form that must be filled out with a description of the complaint and any available evidence, if applicable.
  • Email: canaldenuncias@planoaplano.es, including a description of the complaint and any available evidence, if applicable.

The communication should be as descriptive and detailed as possible to help the recipient identify the potentially irregular conduct and the individuals or departments involved.

Step 3 – Minimum Requirements for Complaints

To ensure a proper investigation, the complaint should include, whenever possible, the following information:

  • Identification of the complainant: The Executive Committee should be able to contact the complainant if necessary to obtain all relevant information for proper analysis and management. If the complainant wishes to remain anonymous, the complaint will be accepted as long as relevant documents or evidence are provided to justify an investigation.
  • Detailed description of the suspicious event, including: 
    • The nature of the potentially irregular conduct.
    • Possible individuals involved.
    • Approximate dates of occurrence.
    • Means by which the alleged illicit conduct was carried out.
    • Whenever possible, documentary or other forms of evidence supporting the reported facts.

Step 4 – Actions and Investigation

If the Executive Committee determines that there are reasonable indications of an act or omission that violates PLANO A PLANO’s Code of Ethics or Anti-Corruption Policies, an investigation procedure will be initiated. In such cases, the following measures will be adopted:

  • Appointment of an investigator to initiate the case and draft an investigation report. The Human Resources Manager or a designated person will handle this.
  • Establishment of procedures for conducting the investigation, ensuring the preservation of evidence and respect for workers’ rights.
  • Determination of which department(s) or area(s) should be informed of the investigation and at what hierarchical level, based on: 
    • The hierarchical level and number of individuals involved.
    • The need to involve other departments to obtain comparative data.

Once the investigation is complete, the investigator will prepare a report with key findings, which will be sent to the Executive Committee for appropriate action.
The Executive Committee will ensure the confidentiality of the investigation and its content, as well as the identities of those involved.

If the Executive Committee concludes that the reported facts do not constitute a violation of PLANO A PLANO’s Code of Ethics or are not contrary to professional ethics, the complaint will be dismissed, the case archived, and the complainant will be informed of the reasons for dismissal.

Step 5 – Conclusions

Once the investigation is completed, the Executive Committee will issue a Final Report detailing:

  • The received complaint regarding the irregular conduct.
  • The procedures used in the investigation.
  • Documented results of the investigation.
  • Corrective measures, if applicable, as well as any disciplinary sanctions.
  • Preventive or corrective recommendations or proposals.

Additionally, the Committee will inform the complainant of any measures taken in response to the reported conduct, if applicable.

GUARANTEES FOR THE COMPLAINANT

PLANO A PLANO guarantees that the identity of the complainant and the reported situation will be treated with absolute and strict confidentiality throughout the communication and potential investigation processes.

  • The recipient of the complaint will be the Executive Committee, which will always safeguard the complainant’s identity within the limits of the investigation.
  • PLANO A PLANO ensures that no employee will face retaliation for reporting any of the described situations in good faith.
  • The complainant will be informed once the case has been processed.
  • The Executive Committee will conduct an annual review of the submitted complaints to verify proper handling and ensure no retaliation against complainants.

COMPLIANCE MECHANISM

Internal audits within the company’s integrated management system department will assess training, the whistleblower mechanism, follow-up on received complaints, and overall compliance with anti-corruption and anti-money laundering policies, as well as the Code of Ethics.

Observations regarding non-compliance with this manual will be documented during audits and communicated to the Executive Committee for assessment of necessary sanctions and actions.

Possible administrative sanctions based on the severity of the action may include:

  • Verbal or written warnings.
  • Actions in accordance with labor regulations and other applicable laws.

Depending on the severity of the action, the Legal Department will determine whether a criminal sanction is necessary.

If compliance with the Policies and Code of Ethics is verified, employees may receive recognition or annual rewards as determined by the Human Resources Department.

SUPERVISION

To monitor compliance with this document and oversee complaints received through the Company’s Transparency/Whistleblower Channel, the Executive Committee is responsible for supervising the measures.

This Committee consists of:

  • The CEO of the company.
  • The General Director.
  • The Financial Director.
  • The Legal Director.
  • The Human Resources Director.

The Committee may invite other individuals as necessary for supervision, investigation processes, or audits.

The Committee meets weekly to discuss various company matters. If topics related to this document are addressed, a record will be kept of discussions and decisions.

The Committee will analyze and verify reports and operations communicated by employees to determine whether there are indications or evidence of corruption, money laundering, or terrorist financing, acting accordingly as outlined in this document.

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