Code of ethics – Afiplus Consultores, S.L.

PURPOSE AND OBJECT OF THE CODE OF ETHICS
SCOPE OF APPLICATION
ETHICAL PRINCIPLES AND VALUES OF AFIPLUS
STANDARDS OF CONDUCT
MEASURES TO PREVENT THE COMMISSION OF CRIMINAL OFFENCES
SANCTIONS
WHISTLEBLOWING CHANNEL
ENTRY INTO FORCE, REVIEW, AND UPDATE

1. PURPOSE AND OBJECT OF THE CODE OF ETHICS

This Code of Ethics (hereinafter, the “Code of Ethics” or the “Code”) sets out the ethical principles, values and standards of conduct, both internally and externally, that shall guide and govern the actions of the directors, officers and employees of AFIPLUS CONSULTORES, S.L. (hereinafter, “AFIPLUS”) in the performance of their professional duties.

This Code seeks to reflect the ethical and corporate culture of AFIPLUS, which is based on the promotion of excellence, integrity, effort, and respect for the law, as well as for the rights of its employees and of third parties who may be affected by, or participate in, its business activities.

This Code is not intended to cover all possible situations that may arise, but rather to establish minimum standards of conduct that shall serve as guidance for the members of the organization in the performance of their professional duties.

2. SCOPE OF APPLICATION

This Code shall apply to all directors, officers, employees, and collaborators of AFIPLUS (hereinafter, the “Obligated Parties”).

This Code shall be of general application, without prejudice to the existence of other internal rules or policies which may, where appropriate, further develop or regulate specific standards of conduct for particular or exceptional circumstances.

Members of the governing bodies, officers, and employees of AFIPLUS are required to be familiar with and to comply with this Code of Ethics.

Likewise, clients, suppliers, subcontractors, and collaborators shall have access to this Code of Ethics through the corporate website.

https://www.asesoria-farmaceutica.es

So that they may be aware of the operating principles, standards of conduct, and manner of action of AFIPLUS, which they shall take into account in their professional or business activities.

3. ETHICAL PRINCIPLES AND VALUES OF AFIPLUS

The ethical principles and values with which AFIPLUS identifies itself, and which shall inspire the conduct of its directors, officers, and employees, are the following:

Respect for legality
Honesty
Integrity
Equal opportunities and non-discrimination
Respect for human rights and human dignity
Effectiveness, responsibility, continuous improvement, and the pursuit of excellence
Respect for confidentiality and privacy
Respect for the environment
Loyalty to the Company and to its clients and suppliers

Through the approval and dissemination of this Code, AFIPLUS seeks to establish a corporate culture that integrates the foregoing principles and values and that shall guide the conduct of the Obligated Parties in the performance of their duties.

4. STANDARDS OF CONDUCT

All Obligated Parties shall respect and promote the following standards and guidelines of conduct in the performance of their professional activities:

4.1 Respect for legality: Compliance with the legal system

Obligated Parties shall be required to be aware of, apply, respect, and comply with the laws and regulations applicable to them. They shall cooperate with the authorities responsible for monitoring and enforcing such regulations whenever required.

The fact that an employee acts in accordance with instructions issued by directors, officers, or their superiors shall not exempt such employee from liability where such actions are contrary to the law. Orders or instructions that contravene the legal system shall not be obeyed. Furthermore, directors and employees shall have access to an external whistleblowing channel through which they may report orders or instructions that are contrary to the law.

AFIPLUS undertakes to support, facilitate, and cooperate with any investigation that may be carried out by Public Administrations, State Security Forces and Bodies, regulatory authorities, or the Administration of Justice through the persons designated for this purpose.

Any director, officer, or employee who is subject to investigation by the authorities or prosecuted in connection with actions related to their professional activity shall immediately notify AFIPLUS in writing.

4.2 Equal opportunities and non-discrimination

AFIPLUS guarantees equal opportunities within the Company, fostering diversity and rejecting any form of discrimination, both in the recruitment of new personnel and in internal promotion processes.

In line with the foregoing, AFIPLUS shall ensure that the recruitment of directors and staff, as well as internal promotions, are based on criteria of merit, capability, and effort, disregarding any circumstances unrelated to candidates’ professional competence, performance, and dedication.

AFIPLUS shall ensure that directors and employees are not mistreated and do not suffer any form of discrimination on grounds of gender, race, sexual orientation, religion, political opinion, ideology, beliefs, nationality, social origin, disability, or any other personal circumstance. Discriminatory conduct shall be deemed unacceptable and, depending on its seriousness, may result in disciplinary sanctions, including dismissal.

Directors and employees shall respect, in their relations with other directors or employees, clients, suppliers, subcontractors, collaborators, and any other third parties with whom they interact by reason of their employment, the human rights and public freedoms recognized in the Universal Declaration of Human Rights of the United Nations.

4.3 Integrity and ethics in the performance of work

The directors, officers, and employees of AFIPLUS shall act with integrity, honesty, and professionalism in their dealings with members of the organization and with third parties. Deception or the obtaining of undue advantages shall not be acceptable.

All directors, officers, and employees shall contribute, through exemplary conduct, to strengthening and protecting AFIPLUS’s good reputation.

4.4 Conflicts of interest

Obligated Parties are expressly prohibited from personally benefiting from potential opportunities that may arise within the scope of their professional activity or through the use of AFIPLUS assets or information, or from enabling third parties to benefit therefrom.

A conflict of interest shall be deemed to exist whenever there is a conflict between the interests of the Company and the personal interests of an Obligated Party or of their family members or persons closely related to them.

Collaborators are required to avoid any situation that may give rise to conflicts between their personal interests and AFIPLUS’s interests. Situations that may constitute conflicts of interest include, without limitation, where a collaborator works simultaneously for a client, a supplier, or a competitor and for the Company, or where the collaborator has a direct or indirect personal interest in any of the aforementioned entities.

Where a conflict of interest arises, the person affected by the conflict shall refrain from intervening in and/or participating in the relevant negotiation, transaction, project, or operation. The Obligated Party shall also inform its immediate superior of the existence of the conflict of interest, and any engagement or continuation thereof shall be subject to the authorization of the latter.

4.5 Policy on the granting and receipt of gifts, benefits, or advantages

As a general rule, it is expressly prohibited for Obligated Parties, outside their strictly private sphere, to give gifts or grant benefits or advantages to third parties. Only in exceptional circumstances, such as anniversaries, commemorations, or significant dates, may gifts be given or benefits or advantages granted, provided that they are appropriate and reasonable and that their value is less than two hundred euros (€200).

For the purposes of calculating the value of a gift or the amount of a benefit or advantage, its total aggregate value shall be taken into account. Where several gifts are given and/or several benefits or advantages are granted to the same third party (or related persons) within the same calendar year, the aggregate total value of all such gifts, benefits, and/or advantages shall be considered.

In all cases, collaborators shall comply with the obligations regarding the Gifts Policy set out in this Code of Ethics.

Notwithstanding the foregoing, the following situations are expressly excluded from the requirements set out above:

– Gifts, benefits, or advantages included within approved promotional programs and activities.
– Promotional material gifts are provided within a pre-established framework.
– Benefits or advantages granted to clients pursuant to commercial policies that have been approved in writing.

As a general rule, it is expressly prohibited for Obligated Parties to receive gifts, benefits, or advantages from clients or suppliers (current or potential) of AFIPLUS or persons related thereto.

Notwithstanding the foregoing, Obligated Parties are authorized to receive gifts, benefits, and/or advantages granted under a corporate or institutional policy of the grantor, provided that such gifts are not individually targeted, are of a general nature, and are given on specific occasions such as anniversaries, commemorations, corporate events, or Christmas.

The value of such gifts shall always be less than €200. If the value exceeds this amount, the recipient shall inform their hierarchical superior so that the gift may be returned or, where provided for under AFIPLUS internal regulations, raffled among employees excluding senior management, or any other solution deemed appropriate by the Managing Director. For valuation purposes, the total aggregate value shall be considered, including where multiple gifts and/or benefits are received from the same grantor (or related persons) within the same calendar year.

In any event, whenever an Obligated Party receives a gift, benefit, or advantage, even where its value is below the threshold indicated above, the recipient shall inform their hierarchical superior of such receipt.

Attendance by Obligated Parties at corporate leisure events, or at sporting or cultural events organized by clients or suppliers of AFIPLUS, shall also be considered a gift. Acceptance and participation shall be subject to the same principles set out in this Code of Ethics and shall require prior notification to and authorization by the Managing Director.

In all cases, the Managing Director may establish exceptions to the rules set out in this section where there are duly justified reasons for doing so.

4.6 Confidential information and protection of personal data

All information held by AFIPLUS, except for that which is public in nature, shall in all cases be considered confidential and restricted.

The directors, officers, and employees of AFIPLUS shall use the information and documentation to which they have access in the performance of their duties responsibly, ensuring its confidentiality and integrity, and using it solely for the purpose for which it was provided or collected. Particular care shall be taken in relation to information and documentation that is confidential by nature (whether contractually or legally) and that relates to personal data.

In particular, information and documentation relating to AFIPLUS clients shall be subject to the strictest confidentiality and handled with the utmost care due to their highly sensitive nature. Such information may only be disclosed to third parties for purposes other than those for which it was collected where required by law, administrative or judicial order, or with the prior written consent of the client.

Access to client data may only be carried out for professional purposes and for the objectives for which such data was collected. Its custody and use shall ensure respect for the right to privacy and strict compliance with applicable personal data protection legislation.

Family, economic, or personal relationships with clients shall in no case justify a breach of confidentiality obligations or result in the disclosure of sensitive client information or documentation.

Clients shall be guaranteed absolute privacy and confidentiality in all communications, which shall in all cases take place within the framework of the relevant contractual relationship.

Any processing of personal data by AFIPLUS shall be carried out in strict compliance with applicable legislation governing the processing of personal data of natural persons.

In particular, personal data processing activities shall be limited to legitimate purposes for which the data was obtained; data shall be stored securely to prevent unauthorized access or disclosure; and data subjects shall be enabled to exercise the rights granted to them under applicable data protection regulations.

4.7 Use of resources and work equipment

The equipment, assets, facilities, and tangible or intangible resources of AFIPLUS shall be used exclusively for the achievement of the purposes for which they are intended and shall be used responsibly to avoid damage to the Company or to third parties.

The use of Company resources for personal purposes is strictly prohibited.

Employees shall comply with the Company’s technology usage policies at all times. They shall act with particular diligence in the use of email, IT systems, and participation in personal internet platforms.

AFIPLUS may at any time require employees to immediately return the equipment or devices made available to them for withdrawal, updating, replacement, or verification of proper use. For the same purposes, the Company may conduct inspections of the use of such equipment or devices, either remotely or via software, applications, or IT systems that do not require the physical delivery of the equipment or device.

Employees are prohibited from using the image, logos, trademarks, trade names, or corporate names of AFIPLUS for activities unrelated to their professional duties without prior written authorization.

4.8 Respect for the industrial and intellectual property of AFIPLUS and third parties

AFIPLUS owns the intellectual property rights to courses, operational manuals, software programs and systems, reports, studies, know-how, and, in general, any documentation, works, or materials created, developed, or used by its directors, officers, and/or employees. Their use is restricted to the Company’s internal scope, and any use for personal or third-party purposes, whether or not for profit, shall require prior written authorization.

The intellectual and industrial property rights of third parties shall likewise be respected. In particular, Obligated Parties shall not incorporate or use any intellectual or industrial property asset or right without having obtained the corresponding rights of use or enjoyment.

4.9 Insider information

The directors, officers, and employees of AFIPLUS shall refrain from carrying out any acts aimed at obtaining or using trade secrets or insider information of third parties, as well as from disclosing information relating to AFIPLUS to unauthorized third parties.

Insider information shall be understood as any information to which only certain persons have access by virtue of their position within an organization and which may provide a competitive advantage to those who possess it.

Any director, officer, or employee who becomes aware of the leakage of sensitive AFIPLUS information to third parties shall immediately inform the Managing Director.

4.10 Supplier selection and contracting policy

The selection, contracting, and maintenance of supplier relationships shall be carried out in accordance with the principles of impartiality, objectivity, and transparency.

Any director, officer, or employee who becomes aware of the disclosure of sensitive AFIPLUS information to third parties shall immediately inform the Managing Director.

4.11 Environmental protection

AFIPLUS undertakes to use natural resources in the most rational manner possible, thereby contributing to environmental conservation and protection.

Respect for the environment and the preservation of natural resources are among the Company’s priorities, both in its own facilities and in those of its clients.

5. MEASURES TO PREVENT THE COMMISSION OF CRIMINAL OFFENCES

AFIPLUS shall implement appropriate measures to prevent the commission, by its directors, officers, and employees, of any conduct that may constitute a criminal offence. The controls established below are intended to prevent the commission of the offences most frequently committed in commercial practice.

5.1 Prevention of money laundering and terrorist financing

The directors, officers, and employees of AFIPLUS shall comply with applicable legislation on the Prevention of Money Laundering and the Financing of Terrorism. For these purposes, and without prejudice to any other internal measures that may be approved, directors, officers, and employees shall, in all cases, comply with the following obligations:

– To correctly identify all clients or suppliers with whom they work.

– To notify the Managing Director of any transactions that may be suspicious and that may be related to money laundering and/or terrorist financing, as well as any suspicious conduct by clients, suppliers, or other directors, officers, or employees. The Managing Director shall be required to process such notification, initiate the corresponding internal investigation and, where appropriate, report the matter to the competent authorities.

– To provide the maximum level of cooperation to the competent authorities in relation to any investigation initiated concerning conduct or transactions that may constitute a money laundering or terrorist financing offence.

– Not to disclose to the client or supplier, nor to third parties, the internal or external control and investigation actions being carried out by AFIPLUS or by the competent authorities.

5.2 Prevention of corruption, bribery, and influence peddling offences

The directors, officers, and employees of AFIPLUS shall refrain from inducing, in any manner whatsoever, any public official, authority, or private individual to breach their duties of impartiality and objectivity in decision-making in the performance of their duties, or to contravene any legal provision.

In particular, and without limitation, AFIPLUS expressly and absolutely rejects and prohibits the following conduct:

– The offering to any public official, authority, or private individual, directly or indirectly, of any gift, favor, remuneration, or benefit of any kind, for the purpose of inducing them to breach their obligations to favor the Company. This prohibition shall also apply where the gift, remuneration, or benefit is offered at the initiative or request of the public official, authority, or private individual.

In line with the foregoing, gifts, invitations, or courtesies may be offered only to authorities, public officials, or private individuals in accordance with generally and socially accepted customs and practices, provided that they do not constitute a breach of the law. Under no circumstances may gifts be offered to public officials or authorities by reason of their position or function.

– The execution of any activity or conduct intended to unlawfully influence a public official or authority in the performance of their duties, so that they adopt (or refrain from adopting) a decision that may favor (or harm) AFIPLUS.

– The request for or receipt of any unjustified benefit of any nature intended to influence decision-making in the performance of professional duties, to favor the person offering or requesting the benefit over third parties, in breach of the duty of integrity, objectivity, and impartiality incumbent upon the director, officer, or employee.

Any director, officer, or employee who becomes aware of the commission of any of the foregoing prohibited conduct by other directors, officers, or employees shall immediately notify the Managing Director in writing.

5.3 Prevention of offences against intellectual and industrial property

Obligated Parties shall scrupulously respect the intellectual and industrial property rights of third parties. The use of Company computers to download or store any protected material (including books, music, films, images, software, applications, or similar content) is strictly prohibited.

Likewise, the directors, officers, and employees of AFIPLUS shall refrain from using any trade secret, patent, or trademark without the consent of the rights holder.

In the event of doubt, Obligated Parties shall consult the Managing Director regarding the legality and/or compliance with legal requirements for the use of intangible assets necessary for the performance of their work and, where required, shall obtain the appropriate license or express authorization from the holder of the intellectual or industrial property rights.

6. SANCTIONS

AFIPLUS shall impose sanctions on those directors, officers, or employees who breach this Code of Ethics, as well as on those who, by act or omission, collaborate in, facilitate, or merely allow such breaches, where they have a duty to prevent or report them.

The specific sanctions to be imposed in each case shall be determined by the governing body. Sanctions shall be imposed proportionally according to the seriousness of the breach. In cases of minor violations, the affected director or employee may be formally warned. In the most serious cases, disciplinary dismissal of the director or employee concerned may be agreed.

Without prejudice to the sanctions referred to above, directors, officers, and employees shall in all cases be required to compensate AFIPLUS for any damages arising from a breach of this Code of Ethics.

7. WHISTLEBLOWING CHANNEL

For the purpose of ensuring compliance with and respect for the provisions of this Code, an external whistleblowing channel is hereby established to enable Obligated Parties to confidentially and securely report any acts or conduct that breach this Code or any other irregularity that may pose a risk to the Company.

The whistleblowing channel shall be managed externally to ensure the impartiality of the reporting procedure, the confidentiality of the information, and the prevention of retaliation against whistleblowers.

For these purposes, Mr Sergio Fernández Herreros, Attorney-at-Law, member of the Madrid Bar Association (Registration No. 86963), is appointed as the person responsible for the AFIPLUS whistleblowing channel.

7.1 Report

Any report submitted through the whistleblowing channel shall meet the following requirements:

– Reports may be submitted in Spanish or English.
– Reports shall contain identifying details of the reported person — including name, surname, and position within the organization — and a description of the reported facts, specifying, insofar as possible, the alleged infringement committed. Reports shall be submitted via email to sergio.fernandez@icam.es.
– The whistleblower shall not be required to provide their personal identification details.
– Valid evidence, in accordance with the legal system, of the reported facts shall be attached.
– Reports shall always be submitted in good faith, with strict adherence to the truth. The submission of false reports is expressly prohibited, as it is contrary to the law and to the principles and values of AFIPLUS.

The person responsible for the whistleblowing channel may request that the whistleblower clarify the information provided or supply additional information to which they may have access.

The reported party shall be duly informed of all matters relating to the documented facts, while always respecting the strict confidentiality of the system and guaranteeing absolute protection for users.

AFIPLUS firmly undertakes not to adopt any retaliatory measures against whistleblowers and participants in the investigation process.

False or manifestly unfounded reports shall not be protected. Where it is determined that a false report has been submitted in bad faith, the appropriate disciplinary measures shall be adopted.

7.2 Evidentiary principle

Any person submitting a report shall have reasonable indications supporting the report. Therefore, the report shall be accompanied by an initial evidentiary basis that at least prima facie substantiates the reported facts.

Any evidentiary material permitted by law and obtained lawfully shall be considered valid initial evidence, preferably documentary evidence. Testimonial evidence — including the testimony of the whistleblower — as well as instruments for the reproduction of words, images, and sounds, shall also be admissible.

7.3 Receipt, admissibility, correction of defects, and archiving

Once a report has been submitted, the person responsible for the whistleblowing channel shall acknowledge receipt thereof within a maximum period of seven (7) days, unless the whistleblower has expressly requested otherwise or unless the person responsible reasonably considers that sending an acknowledgement of receipt could jeopardize the protection of the whistleblower’s identity.

Reports shall be admitted for processing only if they comply with these rules. Where a remediable defect has occurred in the submission of a report, the whistleblower (where contact details have been provided) shall be informed of the need to remedy such defect(s) within a period of ten (10) business days. Failure to remedy the defect(s) within the prescribed period may result in the report being archived.

Where a report does not comply with the provisions of this Code, it shall be archived.

7.4 Opening of proceedings and notification to the reported person(s)

Where a report is admitted for processing, the person responsible for the whistleblowing channel shall forward it to the Managing Director, who shall decide on the investigative actions required to clarify the facts.

Once the investigation has been completed, the outcome of the proceedings shall be communicated to AFIPLUS’s governing body. The time limit for processing the proceedings shall not exceed three (3) months from the date on which the corresponding acknowledgement of receipt was sent to the whistleblower.

The reported person or persons shall have the right to be informed that they have been reported and shall receive notification and a summary of the reported facts as soon as possible, within a maximum period of fifteen (15) days from the date on which the report was received. Such notification shall not include the whistleblower’s personal data.

7.5 Protection of whistleblowers and interested parties

Protection of whistleblowers and, where applicable, interested parties is guaranteed, provided that there are reasonable grounds to believe that the information reported was truthful at the time the report was submitted.

Accordingly, the necessary measures shall be adopted in each case to prohibit any form of retaliation, whether direct or indirect, against whistleblowers who have acted in good faith.

8. ENTRY INTO FORCE, REVIEW, AND UPDATE

This Code of Ethics shall enter into force upon its approval by the governing body of AFIPLUS.

To ensure its effectiveness, the Code of Ethics shall be published on the corporate website and made available to directors, officers, and employees as soon as possible, either by providing a hard copy, by email, or by expressly indicating its location for online access.

Upon joining the Company, new directors, officers, and employees shall be provided with or given access to a copy of the Code of Ethics and shall be informed of their obligation to be familiar with and comply with its provisions.

This Code of Ethics shall be subject to periodic review. Directors, officers, and employees shall be encouraged to participate in the updating of the Code of Ethics by submitting proposals for amendment or review directly to the Managing Director.

The governing body shall approve any amendment, revision, or update of the Code of Ethics and shall enter into force on the same date on which such approval is granted.