Code of ethics

Index

1. Object
2. Scope of application
3. Ethical values of the organisation
4. Principles of conduct
5. Stakeholder engagement
6. Management mechanisms, compliance and complaint channels
7. Approval and updating
8. Dissemination and communication

1. Subject matter

This code of ethics defines the values, principles and the standard of conduct that should guide the behaviour of ICA-GRUPO and the people who make up the organisation in the development of its activity and in its relationship with stakeholders.

This code aims to foster an organisational culture focused on values and commitments and geared towards improving management, transparency, participation and the creation of shared value. It is also aligned with the 10 Global Compact Principles and the United Nations 2030 Agenda for Sustainable Development.

2. Scope of application

The Code of Ethics and Conduct is addressed to the members of the organisation, both management and all staff, who must conform their conduct to the standards set out in the Code. The Code of Ethics is also addressed to all persons acting in the interest of or on behalf of the organisation. 

The code of ethics should also be known by customers, suppliers, collaborators, shareholders and other stakeholders who have a relationship with ICA-GRUPO. All these persons and entities will be informed by ICA-GRUPO of the contents of this document.

In addition, the code of ethics is aimed at anyone who wants to know the principles and values by which it is governed. ICA-GRUPO and who decides to report any infringement of it.

3. Ethical values of the organisation

ICA-GRUPO has strong values that define the company's ethical culture:

Values: integrity, respect, fairness and equality, commitment, justice and empathy.

In this sense, ICA-GRUPO is committed to act in accordance with the 10 Global Compact Principles and to contribute to the achievement of the Sustainable Development Goals (SDGs). Specifically, this Code of Ethics formalises support for Principle 10. Anti-corruption; as well as SDG 16, Peace, justice and strong institutions in its target 16.5. Significantly reduce corruption and bribery in all its forms.

4. Principles of conduct

Compliance with the law, agreements and conventions

The first behavioural commitment of ICA-GRUPO is to always comply with the applicable law in the countries in which it operates. This is a necessary assumption both for compliance with the code of ethics and for the correct development of the organisation's activity.

In all its dealings with authorities and public representatives ICA-GRUPO, as well as in its operations, shall always act in accordance with the provisions of applicable law to promote and defend its interests.

Also, ICA-GRUPO undertakes to respect, comply with and enforce the internal corporate regulations and the national and international agreements and conventions to which it has adhered.

Respect for people and human rights

ICA-GRUPO assumes a general commitment to respect internationally recognised human rights and in line with the commitments made in the 10 Global Compact Principles. Specifically the principles linked to human rights and labour standards:

• Principle 1. Businesses should support and respect the protection of internationally proclaimed human rights within their sphere of influence.
• Principle 2. Businesses should make sure that they are not complicit in human rights abuses.
• Principle 3. Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining.
• Principle 4. Businesses should support the elimination of all forms of forced and compulsory labour.
• Principle 5. Businesses should support the elimination of child labour.
• Principle 6. Businesses should support the abolition of discrimination in respect of employment and occupation.

The persons to whom this code is addressed undertake to treat all persons with due respect, avoiding disrespectful verbal or written actions or statements, any kind of violent and aggressive behaviour and harassing behaviour in the workplace, including sexual harassment.

ICA-GRUPO guarantees all its staff equal and non-discriminatory treatment regardless of their sex, race, religion, age, sexual orientation, origin, marital status, social status, pregnancy status, degree of disability and other legally protected circumstances.

ICA-GRUPO is committed to ensuring decent working conditions for its employees, to protecting the physical integrity and health of people and to preventing any kind of risk in the workplace.

ICA-GRUPO is committed to facilitating the reconciliation of the personal, working and family life of its members.

ICA-GRUPO is committed to gender equality and to the rights of people with disabilities, so the persons to whom this code is addressed must act accordingly, knowing and favouring such commitments.

Tax liability and money laundering

Fiscal responsibility is one of the foundations of ICA-GRUPO. It meets its tax obligations in accordance with current legislation and its voluntary commitments.

ICA-GRUPO is also committed to the prosecution of money laundering. The addressees of this code shall refrain from promoting, facilitating, participating in or concealing any type of money laundering operation, and shall in any case report any money laundering operation of which they are aware.

Conflicts of interest

Persons covered by this Code of Ethics must avoid and report all situations that could involve a conflict between their personal interests and those of the organisation. Under no circumstances may they use their position in the organisation to obtain personal benefits or advantages.

Corruption, fraud and bribery

ICA-GRUPO prohibits any practice of corruption, bribery or facilitation payments in any form. Persons covered by this Code shall refrain from soliciting, accepting or offering any form of payment - in cash or in kind - or kickback in the course of their business or otherwise, and shall in any case report any corrupt practices of which they become aware.

Gift policy

In the relations of ICA-GRUPO with individual third parties or companies, the persons to whom this Code of Conduct is addressed shall never give gifts or entertainment of a financial value exceeding what can be considered reasonable and moderate in view of the circumstances of the matter in question.

They shall also refuse any gift or invitation whose financial value exceeds what can be considered reasonable and moderate in view of the circumstances of the matter in question.

Use of corporate goods and services

Employees shall at all times endeavour to manage the organisation's goods and services in the most efficient manner, avoiding unnecessary expenditure of any kind. Furthermore, they may not use the company's computer equipment to install programmes, applications or other content whose use is illegal or may harm the security of the organisation.

Free competition

The persons to whom this code is addressed shall undertake to act with the necessary transparency in carrying out their activities. They shall not use information that comes to their knowledge as a consequence of their relations with ICA-GRUPOThe user shall not use this information to obtain a financial or personal advantage, nor provide it to third parties so that they can obtain the same type of advantage.

In this sense, the organisation is committed to promoting free competition in the markets to protect the welfare of citizens, through compliance with current regulations in order to prevent abuse or restriction of competition.

Confidentiality of information and data protection

ICA-GRUPO undertakes not to disclose and to protect confidential information in accordance with the law. This commitment must be assumed and complied with by all persons to whom this code is addressed.

ICA-GRUPO undertakes to protect the personal data of the persons to whom it has access in the course of its activities, always complying with the applicable laws. The persons to whom this code is addressed are obliged to be aware of the applicable legislation and to ensure that it is duly applied and complied with and, in any case, to report possible cases of infringement in the processing of personal data or possible irregularities that may be observed.

Environmental protection

ICA-GRUPO is committed to respect and care for the environment, always acting in accordance with the provisions of environmental protection laws and regulations, as well as in line with the commitments acquired with the 10 Principles of the Global Compact related to the environment:

• Principle 7. Businesses should maintain a precautionary approach to environmental challenges.
• Principle 8. Businesses should encourage initiatives that promote greater environmental responsibility.
• Principle 9. Businesses should encourage the development and diffusion of environmentally friendly technologies.

ICA-GRUPO provide the persons to whom this code is addressed with knowledge of all environmental protection rules affecting their activity.

5. Stakeholder engagement

Clients and users

ICA-GRUPO is committed to building relationships with customers and users based on trust and respect for their interests and safety.

The main commitments to customers and users are:

• Quality and safety

The necessary mechanisms for compliance with mandatory and voluntary standards shall be put in place to ensure the highest quality and safety of products and services to protect the welfare of customers and users.

• Respect and empathy in care

ICA-GRUPO is committed to providing excellent service to customers and users in all its communication channels.

For their part, employees must act and treat customers with respect and empathy, and discrimination on grounds of gender, nationality, religion, age, ability, sexual orientation or any other condition is prohibited.

• Responsible marketing and communication

In the communication, marketing and advertising of products and services, the truthfulness, clarity and transparency of the information must be respected and it must be ensured that it reliably corresponds to the characteristics of the products and services. 

Team, workers

ICA-GRUPO is committed to protecting the fundamental human and labour rights of all its employees, in line with the principles of the Declaration on Fundamental Principles and Rights at Work and the conventions of the International Labour Organisation (ILO).

The main commitments to the team are:

• Prevention of harassment and discrimination

Employees shall respect the principles of respect and empathy in their relations with other people in the organisation. No form of harassment, discrimination or violence will be permitted in the workplace on the grounds of gender, nationality, religion, age, ability, sexual orientation or any other status.

The company will put in place the necessary mechanisms to avoid such situations in the workplace.

• Promoting equal opportunities

ICA-GRUPO ensure equal conditions and opportunities in selection, promotion, training and compensation processes, based on criteria of competence, skills and professional merit.

• Occupational health and safety

ICA-GRUPO ensure that legal and voluntary occupational health and safety requirements are met on its premises to protect the welfare of the workforce.

Workers shall be responsible for respecting and complying with occupational health and safety rules, ensuring their own safety and that of their teams. 

Suppliers

ICA-GRUPO is committed to establishing fair and ethical relationships with suppliers, based on trust and mutual respect.

The main commitments to suppliers are:

• Objectivity and transparency in procurement

The necessary mechanisms shall be established to guarantee that the processes of offering, selecting and contracting suppliers are carried out in accordance with criteria of objectivity, impartiality and transparency. Furthermore, these processes shall comply with the rules and procedures established by the company.

The information of the supplying companies will be treated confidentially and will not be shared with third parties except in cases of legal, judicial or administrative obligation.

• Respect for human and labour rights

In the relationship with suppliers, a commitment by both parties to respect fundamental human and labour rights shall be ensured.

• Integration of sustainability criteria

We will work to incorporate environmental, social and governance sustainability criteria in tenders and supplier selection to encourage greater commitment from the companies we work with to sustainable development and the achievement of the 2030 Agenda.

Public administrations and regulators

ICA-GRUPO undertakes to ensure that relations with public administrations, regulatory bodies and civil servants are established in accordance with the principles of legal compliance, transparency and professionalism.

In dealing with this stakeholder group, special consideration should be given to all the principles of conduct set out in point 4 of this document.

Society

ICA-GRUPO is committed to creating value for society at large and the local communities in which it operates.

To this end, the company will establish, in addition to the principles of conduct and commitments with stakeholders defined in this document, initiatives beyond its activity that contribute to the progress of society, with a special focus on the most vulnerable groups or those at risk of exclusion.

6. Management mechanisms, compliance and complaint channels

To ensure implementation and compliance with the code of ethics, ICA-GRUPO establishes an internal control system consisting of:

A. Ethics and compliance committee / internal body or officer defined by the company.

The main functions of this body are:

• Monitor and report to senior management on the functioning of the complaints channel.
• Control and supervise requests for information and the processing of complaints received through the complaints channel.
• Propose to senior management the updating of the code of ethics.
• Disseminate the code of ethics to affected stakeholders.

B. Complaints channel.

The whistleblowing channel is the tool for sending the organisation queries, requests for information regarding the application of the code of ethics, as well as complaints in the event that possible breaches are detected.

This channel is open to all stakeholders via email, post, telephone and online portal, these channels are managed by an independent external party to ensure confidentiality and whistleblower protection.

All complaints will be analysed by the Ethics Committee and, depending on their nature, will be resolved with the responsible areas of the company. When a breach of the Code of Ethics that is prosecuted by law is found to exist, it will be brought to the attention of the competent authorities. 

7. Approval and updating

The code of ethics has been approved by the highest governing body of the organisation as of 28/04/2025 and is therefore a commitment at the highest level.

The document may be updated at the request of the Ethics Committee or in case of substantial changes in the organisation's activity and the external context.

8. Dissemination and communication

The code of ethics is available on the company's corporate website, as well as on the intranet / internal communication tool, to ensure that all stakeholders have access to the document.

ICA-GRUPO will carry out communication and training actions to ensure that all its staff are sufficiently aware of this code of conduct and its content.