Code of Ethics

A. INTRODUCTION

1. The current document (the “Code of Ethics”) sets out the values, principles, rules and standards of conduct that shall inspire and govern the actions of members of Pérez-Llorca (the “Firm”) in their respective fields. To this end, members of the Firm shall be understood to be all partners, lawyers, employees, collaborators and trainees of all offices and companies that are or may in the future be part of the Pérez-Llorca group.

2. As a law firm, Pérez-Llorca complies with and shall comply with the ethical principles and professional codes of practice which govern or which shall in the future govern the legal profession.

3. Furthermore, the Firm is aligned with the commitments of the United Nations Global Compact, endorsing the principles of social responsibility and applying the guidelines of respect for human, labour, environmental and anti-corruption rights.

The Firm neither allows nor tolerates discrimination on the basis of race, colour, nationality, social background, age, sex, marital status, sexual orientation, ideology, political opinions, religion or any other personal, physical or social condition of its members, and promotes equal opportunities.

In particular, the Firm promotes equal treatment of men and women and rejects any form of harassment, abuse of authority, violence or any other conduct that creates a working environment that is intimidating or offensive to the personal rights of its members.

B. BINDING NATURE

4. The Code of Ethics must be followed by all members of the Firm and forms part of its internal rules (the “Internal Rules”), which comprise the set of rules, codes of conduct, procedures and policies which govern the life of the Firm, regardless of the body responsible for their approval.

5. The infringement of the present Code of Ethics shall be considered a breach of employment obligations (in the case of employees), of corporate obligations (in the case of partners) or of commercial obligations (in the case of collaborators), and shall be sanctioned in accordance with the regulations applicable to them at any given time.

C. PRINCIPLES AND VALUES

6. All members of the Firm are committed to compliance with the law in general, and to compliance with the regulations and ethical principles governing the legal profession in particular.

7. The Firm’s lawyers are obliged to comply with the regulations governing the profession at all times.

8. Likewise, the Firm is committed to promoting a number of values that are part of its identity:

a) Excellence y el rigor, que nos obligan a exigirnos lo mejor de nosotros mismos y enfocarnos en la resolución de problemas, más allá de su mera enunciación.

b) Commitment and effort, in service of our clients, who demand extraordinary attention and dedication from our professionals, and who should be fairly rewarded by the Firm, not simply in economic terms but also through training, career opportunities and camaraderie.

c) Responsibility, which leads to a commitment to act correctly towards society, our teams and our clients, and to become aware of the decisions we make.

d) Humility in the fulfilment of our commitments and responsibilities, with our colleagues, our clients and towards our competitors.

e) Integrity, which leads us to present ourselves to others as we are, as moral subjects whose obligation is to respect, help and consider others.
f) Fostering an open culture with complete freedom, which involves accepting people of diverse backgrounds, education, status and abilities and understanding that these differences enrich us all.

g) Adaptation to change, which means being involved in changes to the environment we work in which demand innovation, openness, exploration, opportunity and foresight.

9. The set of rules, principles and values contained in this Code of Ethics constitutes the ethical model of behaviour that must inspire and guide the actions of members of the Firm at all times.

D. PROFESSIONAL CONDUCT

i. Precedence of the Firm’s interests

10. The Firm’s interests as a collective entity supersede and shall always supersede its members’ personal interests. Members of the Firm shall (i) respect and comply with this principle when making decisions, (ii) adopt it as a guideline for their conduct in their relationships, (iii) defend the Firm’s interests for the benefit of the collective.

11. Members of the Firm shall not use for their own benefit or the benefit of third parties
(i) business opportunities that, due to their nature, pertain to the Firm, or (ii) confidential information of which they become aware through their work at the Firm or through their relationship with clients

12. Members of the Firm shall not use the name of the Firm, nor their status as a member of the Firm, to carry out transactions for their own benefit or for the benefit of persons linked to them.

ii. Commitment to the client

13. The Firm’s activity is aimed at providing clients with legal advice and solutions of the highest quality and added value, based on ethical principles and provided through an agile and efficient service, with the greatest commitment to their interests. This requires us to (i) understand the client’s needs, (ii) provide constant support, (iii) maintain a high level of technical rigour, and (iv) while maintaining our independence, maintain a high degree of commitment to the client’s interests.

14. In addition to excellence and professional rigour in the advice we provide, members of the Firm must pay special attention to client satisfaction, in terms of the assessment and perception of our professional services. This requires us to (i) maintain an open and sensitive attitude to the client’s suggestions, and (ii) correct any deficiencies that may be passed on to us, introducing the appropriate improvements in our professional activity.

15. The Firm has policies and procedures on quality control that must be complied with by all of its members, to guarantee the quality of the service and advice we provide to our clients.

iii. Continuous training

16. Continuous training is a fundamental tool for maintaining the high level of excellence and rigour that we demand of ourselves. The Firm considers continuous training to be of utmost importance, not only as an essential requirement to achieve the technical quality we seek, but also as a necessary instrument for the full development and professional growth of our lawyers.

17. As a consequence, continuous training is an obligation for all members of the Firm, who must aspire to specialisation, to developing their technical knowledge, to increasing their experiences and sharing them with others.

18. To facilitate these objectives, the Firm (i) promotes the continuous training of its lawyers and staff, encouraging them to study, (ii) organises and promotes participation in courses, seminars and training programmes, (iii) provides timely information on regulatory, jurisprudential and doctrinal developments,
(iv) provides documentation and research material, and (v) releases articles, supplements and books written by its members.

19. The Firm has an internal training programme for lawyers, the TESEO Training Programme, that lasts for two academic courses and is composed of several modules, both legal and non-legal, all of which are compulsory for lawyers during their first two years of practising law, and some are open to the Firm’s more senior lawyers and partners.

The TESEO training programme provides our lawyers with solid legal training based on analysing fundamental questions concerning company law, the knowledge of practice areas other than those in which the lawyers normally work, updates on the main legal developments (i.e. legislative, case law and doctrinal developments), and the expertise or soft skills necessary for the practice of law.

20. The Firm also has a programme to facilitate the completion of a Master of Laws (LL.M.) abroad by lawyers who meet certain criteria. The programme provides support in the search for universities or business schools and in the admissions process, as well as financial support.

21. The Firm benefits from its members’ experience and knowledge, and therefore all members, especially lawyers, must share their accumulated professional knowledge and experience generously with other members of the Firm, in the interests of everyone.

22. To this end, the Firm has developed a platform on which, in an organised and structured manner, the knowledge and experience accumulated over the years is made available to lawyers. This platform is managed by the Knowledge Management department and requires the continuous collaboration of lawyers to add to and update its content.

All of the Firm’s lawyers are required to share their knowledge and experience, collaborating with the supply of knowledge and updating this platform.

iv. Professional development

23. The Firm is committed to enabling the professional development of its partners, lawyers and employees.

24. Such professional development is based on meritocracy, i.e. decisions regarding people’s performance are based solely on their ability and skills. The Firm has a performance evaluation system in place for all of its partners, lawyers and staff, the main aim of which is to follow up and oversee their career plan. Meritocracy applies to all decisions on selection, hiring, compensation, evaluation and assignment of duties or cases.

25. The Firm has a long-term vision and is committed to providing new generations, those who are already part of the Firm and those yet to join, with the means and opportunities for the development of their careers, based on their merits and abilities.

All members of the Firm must collaborate in this task generously, prioritising the collective’s interests over their own.

v. Conflicts of interest

26. The Firm has established robust principles on conflicts of interest. The principles of independence and loyalty, which govern the legal profession, prevent the acceptance of matters that may be in ethical conflict with clients’ interests.

27. The Firm has advanced technological systems and a conflict-check procedure (within the framework of the procedure for opening cases), which aims to detect and resolve any potential conflict situation before agreeing to take on the assignment.

28. All members, especially partners and those involved in the process of opening cases, must follow any conflict-check procedure that the Firm may have established at any given moment.

vi. Gifts and invitations

29. Members of the Firm may not give or accept gifts or invitations as part of their activities (whether for themselves alone or for family members or partners), unless they are of negligible or symbolic financial value and are considered to be tokens of courtesy, hospitality or invitations in accordance with social customs, and are within sensible and reasonable limits.

In any event, any gifts or invitations that are prohibited by applicable regulations, that may condition professionalism or independence, or that may influence business decisions, shall not be acceptable.

30. Members of the Firm shall not, directly or through a proxy:

a) Promise, offer or grant undue advantages or benefits that are intended, immediately or in the medium term, to gain a benefit, present or future, whether for the Firm, for themselves or for a third party.

b) Receive, solicit or accept advantages or benefits of any nature to unduly favour third parties in the procurement of goods or services or in commercial relationships.

31. Nor shall they receive money from clients or suppliers in a personal capacity, even in the form of a loan or advance. This does not include loans or credits that may be granted to them by financial institutions that are clients or suppliers of the Firm.

32. The Firm shall approve an Anti-Corruption Policy that shall regulate all these aspects, which must be followed by all of its members.

vii. Appropriate use of the Firm’s resources

33. The Firm provides its members with the suitable resources and tools to carry out their activity.

34. Members of the Firm shall use these resources appropriately, in accordance with the Internal Rules, only for their professional activity and avoiding personal use, except on an exceptional and justified basis and in accordance with parameters of reasonableness.

35. Use of the Firm’s resources must be responsible and in line with security criteria, refraining from any use which is unlawful, or which is contrary to the applicable regulations or the Internal Rules.

36. In relation to IT and technological devices and systems, the Firm has a security policy and rules for use which must be complied with by all its members.

viii. Security and confidentiality of information

37. Members of the Firm have access to information pertaining to the Firm and its clients. Any information they may have access to, in its entirety and regardless of the source or medium on which it is found, is confidential information and is expressly and permanently subject to the duty of secrecy.

38. The information shall exclusively be used with the aim established by the Firm or by the client, as applicable, and respecting what is set out in the security policies and in the policies for use of devices and IT systems that the Firm may have in force at any given moment.

39. All members of the Firm are responsible for (i) processing the information adequately, (ii) preserving its confidentiality, and (iii) avoiding its unauthorised dissemination.

40. The Firm has implemented technical security measures, which are continually updated, to protect the security and confidentiality of information.

ix. Intellectual and industrial property

41. The Firm is the owner of the property and the rights of use and operation of the software and computer systems, manuals, studies, reports, legal

opinions, contracts, writings of all kinds and any other work created by members of the Firm in the course of their professional activity.

42. Members of the Firm must always respect intellectual and industrial property rights of third parties in their professional activity. As such, third-party content shall be cited adequately in any publications that may be written.

E. COMPLIANCE

i. Prevention of money laundering and financing of terrorism

43. The Firm is fully committed to compliance with regulations on the prevention of money laundering and financing of terrorism.

44. The Firm has implemented policies and procedures related to acceptance of clients, due diligence, conservation of documents, internal control, risk evaluation and management and, in general, compliance with applicable regulations, which have the aim of preventing or impeding operations related to money laundering and financing terrorism.

45. The Firm has a “Prevention of money laundering and financing of terrorism Manual” which regulates these issues. This Manual is available to all members of the Firm on the intranet and is updated to adapt it to regulatory changes and to changes decided by the Firm on matters regulated by the Manual.

46. Likewise, the Firm has the following bodies which are responsible for managing and monitoring this issue: (i) a representative before Sepblac (responsible for compliance with reporting obligations before Sepblac), (ii) the Internal Control Body (responsible for the application of policies and procedures), and (iii) the Technical Unit (responsible for the processing and analysis of information).

47. Lastly, the Firm carries out periodic audits on this issue: (i) annual internal audits, and (ii) external audits every three years.

48. The Firm has advanced technological systems and a procedure for opening cases which includes and shall include any due diligence measures set out in the “Prevention of money laundering and financing of terrorism Manual” in force at any given moment.

49. All members, especially partners and those involved in the process of opening cases, must follow any procedure for opening cases and due diligence measures that the Firm may have established at any given moment.

ii. Insider information and capital markets activity

50. The Firm has rules of conduct on insider information and capital markets activity that are much more restrictive than those imposed by the applicable regulations.

51. Thus, it has a code of conduct for partners and another for lawyers and employees, both of which must be complied with, which (i) specifically prohibit transactions over negotiable securities or financial instruments that may be the object of insider information (insider information being understood as defined in the regulations in force at any given time), (ii) generally prohibit the purchase of shares (or convertible instruments or other derivative financial products) in the capital of companies listed on Spanish or foreign organised markets, whether or not they are clients of the Firm, and (iii) subjects the holding or acquisition and sale of shares in listed companies arising from certain special situations (inheritance, donation, acquisition prior to joining the Firm, etc.) to the control of the Firm.

52. The Firm also has a specific committee to manage and control this matter, whose duties include: (i) ensuring compliance with approved codes of conduct and, where appropriate, making sure they are updated, (ii) keeping a register of permitted shareholdings (arising from special situations), and (iii) resolving requests for the transfer of permitted shareholdings.

iii. Criminal risk prevention

53. The Firm is strongly committed to the prevention of criminal conduct and has a specific committee to manage and monitor this issue.

54. As such, an analysis of the criminal risks that could affect the Firm’s activities has been carried out and a criminal risk prevention programme shall be implemented, which must be followed by all members of the Firm and which shall regulate and supplement existing policies and procedures with the aim of preventing the occurrence of criminal offences and reducing the risk of their occurrence.

55. The criminal risk prevention programme shall be updated and supplemented to adapt it to both changes in regulations and changes decided by the Firm in this area.

iv. Prevention of harassment

56. The Firm’s primary objective is the total absence of harassment in any of its forms.

57. The Firm has a Code of good practice for the prevention of sexual harassment, harassment on grounds of sex and harassment at work, which establishes the channels and procedures for reporting, managing and resolving this type of behaviour, while maintaining the confidentiality of the complainant.

58. The Firm shall maintain zero tolerance for such behaviour and shall apply the sanctions applicable in each case.

v. Gender equality

59. Equal opportunities and treatment between women and men is a priority of the Firm’s, which regards it as a fundamental principle of labour relations and human resource management.

60. The Firm has an Equality Plan which aims to (i) advance equal treatment and opportunities between women and men, (ii) further incorporate a gender perspective into the management of the Firm, and (iii) ensure equal remuneration for work of equal value.

61. To manage and coordinate the Equality Plan, an Equality Committee was created which is responsible for (i) carrying out the biannual follow-up of the Plan, (ii) interpreting its contents and assessing levels of compliance, and (iii) suggesting actions to be taken by the Firm in order to implement the measures set out therein.

62. This Equality Plan shall be updated and supplemented to adapt it to both changes in regulations and changes decided by the Firm in this area.

vi. Data protection

63. The Firm is fully committed to compliance with personal data personal data protection regulations.

64. The Firm has manuals, policies and procedures for the management of
(i) processing activities, (ii) the rights of employees, customers and users in this area, (iii) the rights to unsubscribe from commercial communications,
(iv) incidents, (v) the privacy of lawyers and employees, and (vi) impact assessment of new processing activities, which must be followed by the whole organisation. These manuals, policies and procedures shall be updated and supplemented in order to adapt them to changes in regulations and to changes decided by the Firm in this area.

65. The Firm also has a specific committee to manage and control this matter, whose duties include: (i) organising and managing processing activities, designating the persons from within the organisation who shall be responsible for them, (ii) organising training activities, (iii) implementing procedures for the correct management of processing, (iv) supervising compliance with applicable regulations, (v) deciding on and coordinating the completion of impact evaluations, (vi) acting as a point of contact for the Spanish Data Protection Agency (AEPD), and (vii) acting as a point of contact for interested parties.

vii. Occupational risk prevention

66. The Firm is strongly committed to compliance with occupational risk prevention regulations and continued improvement of the systems to manage these risks.

67. The Firm has manuals, protocols, plans and recommendations aimed at avoiding occupational risks for its employees and encouraging their wellbeing in the workplace.

68. The wellbeing of its employees is fundamentally important for the Firm, and has been thoroughly considered (i) in the design of its offices, (ii) the functioning of fixtures and fitting, and (iii) the selection of the furniture and work equipment.

69. The Firm is assisted by an external occupational risk prevention service (SPA) with which it has contracted health monitoring and occupational risk prevention.

viii. Whistleblowing channel

70. The Firm has a whistleblowing channel through which its members may confidentially inform the Firm’s management about any irregularities, infringements or malpractice they may have detected in activities carried out by other members of the Firm.

F. RELATIONSHIP WITH WIDER SOCIETY

i. External activities

71. Members of the Firm shall devote all the necessary professional ability and personal effort to performing their duties for the Firm.

72. Unless otherwise agreed or expressly authorised by the competent body, the lawyers shall perform their work on a full-time basis and, in any event, subject to the provisions of the applicable regulations and the contractual terms applicable from time to time.

Lawyers shall not work or provide professional services that are similar or equivalent to those provided by the Firm, or which may involve a conflict of interest with the Firm, to companies or entities other than the Firm, whether on an employed or self-employed basis.

73. As a general rule, the Firm’s lawyers shall not hold management positions (de jure or de facto) in companies or other entities, whether commercial or otherwise, and they shall not carry out management or legal representation duties for such companies or entities. The exceptions to this general rule are as follows:

a) Acting as secretary non-director (or as vice-secretary non-director) of boards of directors of companies or similar bodies of other types of entities.

b) Holding administrative positions in companies in a personal or family capacity, provided that this is not incompatible with
-and does not interfere with – the full-time commitment to the Firm.

c) Holding administrative positions in associations, foundations or non-profit organisations, subject to the prior authorisation of the Firm.

d) Other specific situations which, exceptionally and in light of extraordinary reasons and circumstances, may be authorised by the Firm.

74. In terms of the Firm’s partners, the Articles of Association contain the regulations and limitations to be observed in this area.

ii. Membership of or collaboration with political parties

75. The Firm respects the performance of social or public activities by its members, provided that it does not interfere with their work, and that it does not cause or is not likely to cause any damage to the Firm, reputational or otherwise.

76. In any event, any connection to, membership of or collaboration with political parties or associations shall be in a personal capacity and shall avoid any relationship or connection with the Firm. It is strictly forbidden to refer to working or having worked at the Firm in any kind of political activities or activities carried out under the aegis or cover of political parties.

iii. Membership of or collaboration with associations, foundations and non-profit organisations

77. Members of the Firm, to the extent appropriate and convenient for the Firm, may be members of or collaborate (in their own name or on behalf of the Firm) with associations, foundations or similar entities of a professional and non-profit nature, which are related to the legal or business world.

78. Unless acting on behalf of the Firm, any connection to, membership of or collaboration with such associations, foundations or institutions shall be in a personal capacity and shall avoid any relationship or connection with the Firm.

79. Members of the Firm must report such activity and obtain the relevant authorisations in accordance with the Internal Rules applicable from time to time.

iv. Pro bono work

80. The Firm is fully aware of its social responsibility and commitment and, consequently, actively participates in and promotes pro bono work that is of interest to the community.

81. The Firm’s pro bono work is organised and coordinated through an ad hoc committee, the Pro Bono Committee, which is responsible for (i) establishing the Firm’s CSR and pro bono policies, (ii) channelling CSR and pro bono activities, and (iii) deciding which foundations and organisations to collaborate with.

v. Teaching activities

82. The Firm encourages (i) teaching activities, both in public and private centres, (ii) participation in courses, seminars and conferences, and (iii) the publication of books, articles and collaborative works, provided that such activities do not interfere with the main work of the person involved in such projects.

83. Such activities must be reported to the Firm, which shall decide whether they are appropriate. If the Firm considers that such activity is inappropriate, the professional shall refrain from participating. Remuneration for teaching activities shall be paid to the professional providing such teaching.

vi. Social networks, blogs and other social media

84. In terms of the use of social networks, blogs and other social media, members of the Firm shall abide by the policies and best practice guidelines that may be adopted from time to time.

85. In terms of the use of social networks, blogs and other social media, members of the Firm shall abide by the policies and best practice guidelines that may be adopted from time to time.

86. Members of the Firm are expressly prohibited from using social networks and other social media to disseminate information, make statements or show images that may be (i) offensive, discriminatory, defamatory, inadequate or inappropriate, (ii) that may breach the duty of secrecy, or (iii) that may affect in any way the prestige and reputation of the Firm, its members and/or its clients..

vii. Environmental responsibility

87. The Firm complies with all environmental laws and regulations and promotes environmental awareness, incorporating environmental best practices in its professional and corporate actions and endeavouring to minimise negative environmental impacts.

88. For the Firm, (i) improving energy efficiency, (ii) reducing water and electricity consumption, and (iii) reducing waste generation is an ongoing concern.

viii. Procurement of goods and services

89. The Firm purchases goods and services on the basis of price, quality, performance and suitability.

90. The Firm has a procurement management procedure which aims to: (i) define who can buy, what they can buy and the processes to be followed in each case, (ii) define the levels of approval required depending on the amount of the purchase, (iii) improve the quality of the products and services purchased and the optimisation of our resources, and (iv) provide full transparency in our purchasing process.

91. All of the Firm’s suppliers shall comply with the highest standards of business ethics and provide the documentation requested by the department that carries out purchase to ensure that they comply with the Firm’s requirements concerning quality, ethics and social responsibility at all times.

G. REVIEW

92. This Code is subject to periodic reviews and updates, which shall be duly communicated to members of the Firm.

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