Code of Ethics Pizzerías Carlos

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PIZZERÍAS DI CARLO, S.L. (hereinafter, “Pizzería Carlos” or the “Company”) is a company whose main activities are the preparation, production, marketing and distribution of processed products , mainly “homemade pizzas” for consumption both in its own premises and in franchised premises , including delivery service.

Pizzería Carlos aims to be one of the leading companies in the catering industry with delivery service, “casual food restaurant-pizzeria”, closer to a gourmet concept than fast-food.

In order to achieve this milestone, we are committed to adopting a high level of commitment to corporate social responsibility, drawing up this Code of Ethics, meant to be the cornerstone of the corporate social responsibility of Pizzería Carlos.

Acceptance of the Code of Ethics implies adherence to a framework of values and principles that enhance and guarantee the performance of work in an environment of absolute respect for people, society and the environment.

Pizzería Carlos' Code of Ethics, which is fully approved and endorsed by the Board of Directors, provides all employees with ethical and compliance guidelines that require appropriate business behaviour.

For the dissemination and monitoring of the implementation of this Code of Ethics and the Crime Prevention Model, the Compliance Committee has been set up , whose structure, roles and operating rules are governed by the Crime Prevention Model.

In case of non-compliance, disciplinary actions may be taken, irrespective of the position held in the Company, and therefore applies to both employees and the management.

Scope of Application

Pizzería Carlos believes that its reputation and image are one of its main assets, considering of vital importance its relationship with customers, suppliers, employees, stakeholders, managers and even public administrations with which it may conduct its activities. To this end, it will be essential that we all adhere to the Code of Ethics and the laws that govern our activity.

The Code of Ethics of Pizzería Carlos is addressed to its employees, directors, managers and in general to all the staff of Pizzería Carlos, regardless of the position they hold or where they work.

Compliance with this Code of Ethics is mandatory for all employees, managers, agents and stakeholders of Pizzería Carlos, each within their competences.

Therefore, all parties bound by the Code of Ethics and the Model, as well as any third party that has a relationship with Pizzería Carlos and has agreed to adhere to it, shall sign the adherence clause attach as an Annex to this Code of Ethics, separately or included in the corresponding agreements.

Likewise, as a result of Pizzería Carlos' ethical commitment, the Company applies this Code of Ethics to any natural or legal person with whom Pizzería Carlos enters into a relationship, whatever its nature, provided that this is necessary for the fulfilment of its corporate purpose.

The behaviour criteria contained in this Code are intended to establish general behaviour guidelines during the relationship with Pizzería Carlos.

This Code is not intended to cover all possible situations that may arise in the professional sphere, but rather to establish minimum standards of conduct that should guide all directors, managers, employees and stakeholders in the way they act during the course of their professional activities.

In addition to the Code, directors, officers, employees and stakeholders shall avoid any conduct which, although not in violation of any law, may be detrimental to the reputation of the company, or adversely affect its interests, reputation and public image.

Core values and behaviour guidelines in Pizzerías Carlos

Perseverance, effort, enthusiasm and humility are the values transmitted from the founding partners since the staring-up of our activities, which have served as the basis for the team culture implemented in the company.

Despite the “VUCA” (Volatile, Uncertain, Complex and Ambiguous) environment in which all organisations find themselves today, the values on which our culture is based push us to continuously improve and take on new challenges without neglecting our customers and employees.

These values, together with the Code of Ethics, are the essential cornerstones that guide the company's Corporate Social Responsibility and underpin our principles and standards of conduct.

Compliance with the law

Pizzería Carlos is committed with the utmost respect to comply with current legislation in any geographical area in which it carries out its business activities.

All employees must comply not only with the Company's internal regulations, but also with such legislation at all times and without exception.

Any conduct or action that results in a breach not only of the Code of Conduct, but also of any legal provision in force shall be deemed as a non-compliance for which the Compliance Committee may impose a penalty.

In any case, the contents of the Code of Conduct or any other internal regulations developed by Pizzería Carlos may never contravene the provisions of current laws.

In the pursuit of the highest commitment to corporate social responsibility, Pizzería Carlos places special emphasis on the prevention and detection of irregular or unlawful conduct from which criminal liability may arise in accordance with article 31 bis of the Spanish Criminal Code through the Compliance Committee.

Human rights and fundamental freedoms

Respect for human rights and fundamental freedoms are two of the essential cornerstones on which the corporate ethics of Pizzería Carlos are based.

Pizzería Carlos expressly prohibits discrimination for any reason, and especially on the basis of ideology, religion, race, sexual orientation, family situation, illness or disability, among others, from the initial phase of the selection process and the definition of profiles and/or roles.

In the event that minors are hired by franchisees, Pizzería Carlos will always require that they are hired under the current labour regulations, with the consent of parents or guardians and in the positions and times established by current regulations.

The Company will promote equal treatment between men and women in the sense of equality of opportunities and working conditions, as well as access to internal promotion, which will always be linked to individual merit, skills and abilities. This section also applies to remuneration, training, monitoring and performance assessment.

Pizzería Carlos and employees shall be committed to creating and maintaining an environment based on professional and personal respect. In this context, Pizzería Carlos has developed the mandatory Equality Plan in those companies in which it has become compulsory due to the number of employees.

The Pizzerías Carlos Group expressly prohibits the abuse of authority, as well as any violent conduct or behaviour that may imply any type of harassment, whether physical, psychological, sexual or moral in nature, or any other conduct that may generate an intimidating, offensive or hostile work environment for people.

Along these lines, Pizzería Carlos has implemented a harassment prevention guide and action protocol that defines the principles and guidelines for action that should govern the prevention and, where appropriate, correction of this type of behaviour.

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Accordingly, all employees of Pizzería Carlos shall:

  • Communicate to their manager any situation that may make him or her or any other employee uncomfortable.

  • Treat all other employees with respect and politeness.

  • Be familiar with the local customs and ways of the countries in which they carry out their professional activity.

Employees of Pizzería Carlos shall not:

  • Put up with or condoning any harassment.

  • Use distasteful, derogatory or pejorative words towards any person.

  • Use corporate resources and tools for the purpose of offending any person, as well as for accessing or sharing any document or material in bad taste.

Pizzería Carlos will take any appropriate measures to promote and achieve a work-life balance for all employees.

The company shall respect the right of individuals to freedom of association, the right to organise and the right to bargain collectively, and shall deal with its employees in accordance with local labour laws, customs and practices.

Occupational Risk Prevention and Health and Safety

Pizzería Carlos understands that the prevention of risks associated with its activities is a priority and strategic target in the management of the Company, so its members must make every effort to develop and promote safe behaviour and to achieve a healthy work environment, with safe equipment and working conditions for everyone.

For this reason, Pizzería Carlos must comply with current laws on the prevention of occupational risks and, to this end, the Company will implement the Prevention Plan, in accordance with the provisions of current legislation and the Company's own Prevention Department, which may be in-house or outsourced, depending on the relevant needs from time to time.

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The Prevention Plan will comprise a number of instruments, with the aim of achieving the most effective prevention possible regarding occupational risks. These instruments shall be at least the following:

Occupational risk assessment.

Preventive action planning.

Information and training for employees.

Updated evacuation and emergency plan.

Medical examinations.

The Company must also ensure the best work conditions for its staff, as well as for external workers who may be in our offices.

All personnel shall have theoretical and practical training and qualifications in safe work methods and integrate safety as part of their job responsibilities.

Security procedures may never be compromised so as to prioritise the meeting of operational targets.

Unsafe behaviour that may hinder the safety of employees, co-workers or third parties will not be tolerated in any way, and the instructions given by the Company in this regard must be complied with.

IV. Relationship with the Public Administration

Pizzería Carlos prohibits any form of bribery or facilitation payments to both domestic and foreign public officials.

Nor will the Company tolerate undue pressure or influence by employees as a result of the existence of a personal relationship with any of them.

V. Fulfilment of obligations and cooperation with the authorities

Pizzería Carlos will promptly and diligently comply with its tax and fiscal obligations

Likewise, all employees will cooperate fully with the competent authorities when, for whatever reason, Pizzería Carlos undergoes inspection or verification procedures

Environment

Pizzería Carlos is fully committed to respecting the environment. For this reason, and within the scope of its possibilities, the Company will try to reduce or generate as little pollution or waste as possible for the proper development of its activities.

The Company will also promote a responsible culture of natural resource and energy use among employees.

The main objective of this rule will be to minimise as much as possible the negative impact caused to the environment in which Pizzería Carlos carries out its corporate activities.

Gifts, presents or hospitality

As a general rule, gifts and presents or hospitality are usually intended as a token of gratitude or to strengthen an existing relationship with a company or an employee.

However, the exchange of gifts, presents or hospitality, depending on how they are interpreted, may give rise to situations of conflict of interest, corruption or bribery.

Pizzería Carlos expressly prohibits any form of bribery by offering or receiving gifts, presents and hospitality with the aim of influencing either the decisions of the public administration, any agency or other companies to obtain any undue advantage for the Company or harm to a competitor.

Any gift or present offered or received that has a financial value of more than 200 euros must be notified to the Compliance Committee.

All the rules and guidelines regarding this area are governed in detail by the Anti-Corruption Protocol and are mandatory, since they are deemed to be an integral part of this Code of Ethics and, therefore, with the same hierarchical position in the internal regulations of Pizzería Carlos.

Conflicts of interest

Pizzería Carlos maintains a relationship with its employees based on trust and loyalty in pursuit of common interests.

A conflict of interest arises when an employee's personal interests collide or interfere, either directly or indirectly, with the ethical and responsible performance of his or her duties as an employee of the Company.

In this context, all employees of Pizzería Carlos must prevent and avoid any possible conflicts of interest by expressly avoiding representing Pizzería Carlos in commercial operations, decision-making or contractual relations in which there is a direct or indirect personal interest.

As it is not always possible to determine whether a given situation may give rise to a conflict of interest, the employee should raise his or her concerns with his or her line manager or the Compliance Committee so that they can take the appropriate decision in each specific situation.

Relationships of the Company

I. Financing of political parties

Pizzería Carlos does not make or will not make, directly or indirectly, any monetary or in-kind contribution to any political party, representative, candidate or otherwise regardless of the country in which they are based.

II. Donations

Pizzería Carlos may only make donations for charity or collaboration purposes in projects or social work with NGOs or foundations or any other entity that pursues social purposes. All matters relating to donations and sponsorships are governed by the Anti-Corruption Protocol.

III. Combating money laundering

With the extensive development of global trade, money laundering is now one of the main problems to which companies are exposed in the course of a business or contractual relationship.

Money laundering is defined as engaging in any activity for the purpose of acquiring, possessing, controlling, using, converting, transferring, concealing or disguising the nature, source, location, disposition, movement or ownership of property or rights to property, knowing that it is derived from criminal activity or from participation in criminal activity.

In order to prevent such conduct, employees of Pizzería Carlos must properly identify any potential customers, whether natural or legal persons, by requesting identification and corporate documentation.

Special vigilance should also be paid to extraordinary, unusual or cash payments or those originating in bank accounts located in tax havens.

In case of doubt or suspicion, employees should bring this situation to the attention of the Compliance Committee.

IV. Relationship with the Public Administration

Pizzería Carlos prohibits any form of bribery or facilitation payments to both domestic and foreign public officials.

Nor will the Company tolerate undue pressure or influence by employees as a result of the existence of a personal relationship with any of them.

V. Fulfilment of obligations and cooperation with the authorities

Pizzería Carlos will promptly and diligently comply with its tax and fiscal obligations.

Likewise, all employees will cooperate fully with the competent authorities when, for whatever reason, Pizzería Carlos undergoes inspection or verification procedures.

Relationship with customers and suppliers

With customers

For Pizzería Carlos customers are the centre of its business; for that reason, in every interaction with them, customers are to be treated fairly, with respect, education and honesty.

Employees shall at all times strive for the highest standards of excellence and quality in the services provided to customers.

In any case, the relationship with them shall be carried out in accordance with the legal regulations in force, as well as the Company's internal rules.

Pizzería Carlos does not tolerate, in any way, any payment or invoice request that may fall outside of any agreements properly entered into with customers.

With suppliers

Suppliers have been and still are one of the main driving forces behind the exponential development of Pizzería Carlos in recent years. For this reason, Pizzería Carlos will promote the establishment of relationships based on trust, transparency and mutual respect.

Pizzería Carlos will promote supplier selection processes seeking the greatest benefit, without incurring in conflicts of interest or impartiality.

In certain selection processes, based on the need for greater control and vigilance, Pizzería Carlos may carry out the corresponding due diligence in financial or criminal matters, among others.

The Company will also promote adherence to this Code of Conduct for the duration of the contractual relationship between the parties. Suppliers shall expressly agree to respect the human rights and fundamental freedoms of all their hired personnel.

If a supplier considers that, during the course of the contractual relationship, there has been a breach of the contents of this Code of Conduct, such supplier may, in good faith, contact the Whistleblower Channel to report such complaint, confidentiality being fully guaranteed.

Finally, as a token of commitment to corporate social responsibility, Pizzería Carlos will accept the compliance clauses included by suppliers in the relevant agreements signed.

h) Defence of fair competition

The Company shall promote free and fair competition in the market based on honesty and transparency in the conduct of its business.

Restrictive competition practices, such as market sharing, agreements between competitors or exchange of information, will not be tolerated.

Likewise, the commercial activity of Pizzería Carlos shall at all times comply with the applicable antitrust regulations.

Pizzería Carlos will reject any information about competitors that has been obtained illegally or in breach of confidentiality provisions. Employees shall also refrain from disseminating false or suspicious information about competitors.

Any employee who detects an antitrust violation should bring it to the attention of the Compliance Committee.

i) Confidentiality and processing of information

Employees must handle information accurately, truthfully and transparently, as it is one of the Company's most important assets.

Employees of Pizzería Carlos are required to protect the confidentiality of information generated within the Company both during the course of their employment and after termination thereof.

Upon termination of employment, the employee shall return all materials in his or her possession up to that time.

Employees shall use the information provided to them solely and exclusively for the proper performance of their work.

In any case, employees may not:

Pizzería Carlos will treat the following information as confidential:

Finally, the economic transactions carried out in the standard course of Pizzería Carlos's activities will be recorded in the corresponding systems or equipment provided by the Company.

j) Data Protection

The Company shall ensure full respect and integrity of the personal and family data of its employees, customers, stakeholders and any other person.

In any case, the processing of personal data collected requires the express consent of the data subject.

Employees shall comply with the procedures established by the Company to ensure proper storage of personal data. They shall also keep confidential any data they have obtained.

In any case, any data subject may:

In the event of any incident concerning the correct processing of personal data or the confidentiality thereof, it must be reported immediately to the line manager.

k) Intellectual and Industrial Property

The field in which Pizzería Carlos carries out its activities through technology and the Internet involves a series of risks of infringement of intellectual and industrial property rights.

In this context, Pizzería Carlos prohibits the deliberate infringement of the rights held by the owners or authors protected by virtue of intellectual and industrial property rights.

Likewise, all employees shall avoid the use of software, patents, trademarks or distinctive signs or otherwise that is protected by intellectual property or industrial property rights without the express consent of the owner or author.

Pizzería Carlos will own and have the rights to use and exploit the intellectual and industrial property generated with the Company's resources in the normal course of its business, including: videos, reports, studies, software, etc.

In any case, the software used in the equipment and tools of Pizzería Carlos must have the appropriate licences and credentials.

l) Reputation

One of the main assets of Pizzería Carlos is the positive image and reputation it has in the market as a result of the trust placed in it by customers, employees, suppliers and society in general.

However, the good image and reputation gained by Pizzería Carlos can crumble in a matter of seconds. For this reason, all employees of Pizzería Carlos must exercise the utmost diligence, both personally and professionally, to preserve and guarantee over time the good standing and reputation achieved by Pizzería Carlos.

In any case, employees are not allowed to make derogatory or defamatory remarks or to disclose any confidential information.

OBLIGATION TO REPORT AND REPORTING CHANNEL

The directors, managers and employees of Pizzería Carlos are required to report to the Compliance Committee any fact of which they are aware that may be considered an offence or a breach of the Code of Ethics.

This obligation also applies to the agents of Pizzería Carlos and its stakeholders.

Failure to comply with the obligations set out in this section shall imply a very serious penalty under the Company's disciplinary system.

Any person who becomes aware of any fact that may be deemed as an offence or a breach of the Pizzería Carlos Code may contact the Compliance Committee by any of the following channels, as governed by the Whistleblowing Channel Protocol:

Queries, doubts, complaints or suggestions may also be addressed to the Committee via the same e-mail address compliance@pizzeriascarlos.es

ENTRY INTO FORCE, DISSEMINATION AND PUBLICITY, TRAINING

This Code of Ethics will come into force on the day it is approved by the Board of Directors, will remain in force until its termination is approved and must be published without annexes on the corporate website as soon as possible.

The content of this Code of Ethics shall be the subject of mandatory training for all those bound by it.

It will be reviewed and updated from time to time by the Compliance Committee, the body responsible for its preparation and review.

The final approvals corresponding to each of the updates to the Code of Ethics will be made by the Board of Directors of Pizzería Carlos at the proposal of the Compliance Committee.

ANNEX

Adherence clause

I do hereby declare that I have had access to and agree to comply with the Pizzería Carlos Code of Ethics, its Annexes and the Crime Prevention Model and their relevant Annexes.

[This clause shall be signed, separately or included in the corresponding agreements, by all the parties bound by the Code of Ethics and the Model, as well as by any third party that may have a relationship with Pizzería Carlos and such rules expressly provide for their mandatory adherence.

Such adhesions shall be filed by the Compliance Committee]