MESSAGE TO ALL STAFF AND COLLABORATORS OF DIAVAZ
From its very beginning, DIAVAZ and its subsidiaries (“DIAVAZ” or the “Company”) have distinguished themselves by their ability to adapt and create value in the service chain for the oil and energy industry.
Our success is based not only on our ability to respond to the changes’ dynamics in our living environment, but even more importantly, on the great capacity of our collaborators and personnel, as well as on the values that guide our professional ethics as a Mexican company, which we implement in our daily lives and in the performance of our duties. To continue to fulfill this objective of success, the bond of trust with our customers, business partners, shareholders, public authorities, suppliers and the community in general must be strengthened. And how may this be accomplished? Undoubtedly, responsible behavior is the keystone for all who are part of DIAVAZ.
Due to the above, the present Code of Ethics (the “Code”) endorses the ethical principles that guide all our actions and decisions, as well as the behavioral commitments made by all DIAVAZ’s collaborators. The purpose of the Code is to guide all our actions within sound and transparent business and administrative practices, as well as in compliance with the established legal frameworks in Mexico.
This Code of Ethics exhibits how we must behave. To know it and apply it under any circumstance, immediately notifying any misuse, through established channels, is our responsibility. Now more than ever, we need to take action in compliance with our ethical principles, which are the main strength in the face of current and future challenges.
For these reasons, it is important to consider that the commitment to its content is obligatory for all those who are part of DIAVAZ, and it represents, among other things, a principle of institutional loyalty, always with the aim to maintaining an image of integrity and ensuring that DIAVAZ’s performance, our Company, is always in conformity with our strong values and actions, whether before customers, shareholders, business partners, suppliers, public authorities, employees and the community in general.
There is no code of conduct that can anticipate all the possible circumstances we may face as collaborators or personnel of DIAVAZ. However, since the beginning, DIAVAZ has been guided by specific values that have led it to be what it is today. This document contains precisely the fundamentals that have served as a guide. Therefore, all must adhere to both the spirit and the letter of this Code and seek assistance if someone requires to deeply understand some of the points that were included.
Given the above, I encourage you to make this Code and its principles a regular part of your duties’ performance within any of the group companies. In conclusion, this project involves all of us, at all times. We must take responsibility and commit ourselves to the established policies and principles in this Code. This will allow us to further strengthen our reputation, consolidate ties with our customers and suppliers, and continue growing with integrity.
Attentively
SERGIO ACEVES BORBOLLA
GENERAL DIRECTOR
In many cases, it is important to consider that major problems within DIAVAZ can be avoided through an early consultation. It is expected that any collaborator or person who is part of DIAVAZ, seeks guidance and assistance from their superior or with the competent units (Legal Management or Human Capital Management). Consultations may include both legal doubts regarding personal behavior and evidence of undue procedures in your work unit.
Therefore, in case of doubt on taking action regarding a particular situation, which could undermine to act in accordance with this Code of Ethics, you must follow the steps listed below:
1. Recognition of the situation, fact, or conflict.
In this first step, it is very important to ask yourself the following questions:
2. Analysis and evaluation of the situation.
Once you have acknowledged the fact or situation, it is important to evaluate the following:
3. Course of action.
4. Verify your possible decision.
5. Behave with determination.
INDEX
I. Purpose, Mission and Vision.
II. Principles of Conduct.
III. Corporate Guidelines.
IV. Scope of Application of the Code.
V. Infringements to the Code and Penalties.
VI. Transitional Provision.
The purpose of this Code is to present the guidelines of permissible behavior in DIAVAZ, which will serve as action guides for the implementation of activities within and outside the Company.
The guidelines set out herein promote integrity and the highest ethical standards among collaborators and personnel, which are based on the individual responsibility of those who are part of DIAVAZ and all the group companies.
Fulfill our Code of Conduct will always lead us to have the satisfaction of acting faithfully with Our Company and with Our Interest Groups. All shareholders, directors, executives, managers, employees, officers, collaborators, advisors, clients, suppliers and consultants who provide their services to DIAVAZ are responsible for acting under this Code, as well as under the applicable laws in Mexico or in any other jurisdiction where the Company operates, maintaining the highest levels of honesty and integrity in the performance of their responsibilities, as well as on behalf of any group company.
We must bear in mind that this Code should not be considered a simple institutional document, but a reflection of our aspirations as a company, our vision into the world, as well as the values that will guide our actions at all times. Therefore, no matter what activity we perform in DIAVAZ, our ethical action must be constant, as this has undoubtedly given us and must continue giving us an added value that provides us a competitive advantage in the market.
Mission: To provide comprehensive services and solutions of the highest quality for the oil and energy industry, making use of the most advanced technologies available in the market, in conformity with the institutional criteria of the Company, and always surpassing the expectations of our clients. To be committed to provide professional services based on the thorough knowledge of the sector, the high technical and administrative qualification of its collaborators, and to act with social responsibility and respect the safety and environmental protection provisions.
Vision: To continue consolidating ourselves as a reputable company with national and international recognition, leader in its field, under constant development and improvement, supported by the best human talent, and formed by personally and professionally accomplished collaborators and personnel. In addition, we always count on our customers, business partners, suppliers, public authorities and employees’ loyalty, as well as the full satisfaction of the needs and expectations of our customers, always respecting the principles of social and environmental responsibility for shareholders and communities where we operate.
Since 1973, In DIAVAZ, the viability and success of our professional work rely heavily on the credibility we have built with our clients, investors, business partners, public authorities and suppliers. DIAVAZ, being committed as a company with such credibility and providing professional and quality services based on the thorough knowledge of the sector, the high technical and administrative qualification of its collaborators, considers it vitally important to uphold these commitments and key principles to govern the behavior of all its members.
The core values of the Company seek to be a guideline for its members, regarding behavior and decision making.
These values are meant to link up our daily behavior with the achievement of goals, objectives, vision and mission.
In DIAVAZ, the values have been categorized in 3 Ethical Principles that will help us to fulfill the goals, objectives, vision and mission of the Company, and should be reflected in our daily behavior. These principles are as follows:
1.- To grow and create value in the projects we undertake.
Creation of value includes economic value, value for employees, and value for the community where we operate. The projects we undertake are complex, have significant resources, are multidisciplinary, and require highly-specialized technical expertise. Therefore, this set of values is necessary to support the organization that undertakes these projects:
• Professionalism. The complex deliverables we develop require a high degree of expertise and professional behavior on each of the specialties involved.
• Teamwork. The efficient development of individual projects requires a lot of interdisciplinary interaction. The teamwork’s value is supported by trust, respect, and assertiveness.
• Learning and constant improvement. We are motivated to find opportunities to create value and apply problem-solving methodologies, constant improvement and organizational learning to perform solutions that bridge the gap, offer technical solutions and achieve operational excellence. Becoming the best company in the market involves achieving objectives and results that are only possible when multiple solutions are accomplished by many employees who collaborated towards a common goal. This ability must be supported by this value and usage of proven and systematically applied mental processes, achieving an important reinforcement to the organization’s culture and a strong support for the creation of value. In order to learn and improve continuously, people need innovation and humility values.
• Results-based approach. Achieving results implies that the project leader makes it his or her own, applying a sense of accountability, responsibility, commitment and perseverance. Additionally, this approach guides team members towards a common goal.
2.- Organizational integration.
An integrated organization is characterized by the degree of collaboration that exists between different functional areas; each with different structures, goals, time allocations and interpersonal guidelines that face different sub-environments. In our own case, DIAVAZ is committed to projects that require an efficient connection and high collaboration between different areas and departments. In addition, we want to integrate ourselves with the communities in which we participate to contribute to their development. In order to achieve this collaboration, clearly define the structures and processes required is very important. However, these connections depend on each person. Therefore, it is necessary that each one of us apply effectively a set of values that would allow our collaboration work:
• Service. An attitude of service is fundamental to understanding and achieving multiple customer-supplier relationships. This attitude should be reflected in order to contribute to the healthy development of the communities in which we operate.
• Communication. Communication within areas or departments is easier or natural. However, in complex projects, special attention is required to ensure effective communication between different areas and departments, which allows not only to establish client-supplier agreements, but also to ensure that deliverables are submitted on time and content, as well as to resolve natural conflicts that might arise.
• Organization overview. It is crucial that we understand not only the role and value that we provide, but also to understand that the creation of value and the focus on a common goal does not occur without an integration between our work, area and the other areas of the Company.
• Generosity. In order to maintain agility, flexibility and adaptation to changes, it is essential to be willing to share or transfer our own or my department’s resources when the organization requires it.
3.- Process commitment and efficiency.
The Company, due to the nature of the projects that undertakes, depends to achieve its results to develop, implement and continuously improve processes based on best practices. This processes’ efficiency demands values that support that we are doing the right thing, in the right way.
• Integrity. Includes the fundamental commitment not only to ethics but also to provisions, rules, and regulations.
• Excellence and constant improvement. Our process philosophy seeks to adopt and create best practices in what we do, to ensure that our world-class processes are efficient. We believe and are passionate that there is always something new to learn and a better way to do things.
• Safety. We design every project, process or activity with a high degree of awareness, attitude, capacity and responsibility to operate without risking our people, communities and the environment.
• Process commitment and policies drawn from our corporate governance. We act in an integrated manner under a corporate governance model that establishes policies and guidelines to maintain alignment with the different structures of the organization and its governing bodies.
1. LEGAL FRAMEWORK AND INTERPRETATION.
Each person who is part of DIAVAZ has the responsibility to be informed and to follow the applicable laws and regulations of the jurisdictions in which we operate, as well as to the internal regulations, directing his or her actions towards the values of the Company and the present Code of Conduct. We seek competitive benefits through performance excellence, never through unethical or unlawful business practices.
Due to the above, the applicable legal framework is as follows:
a) Political Constitution of the United Mexican States.
b) Federal Criminal Code, Criminal Codes of the 31 Mexican States and Criminal Code of the Federal District.
c) Federal Anti-Corruption Law in Public Procurement.
d) United States Foreign Corrupt Practices Act (“FCPA”) and other International Anti-Corruption Laws: The FCPA is relevant regardless of whether DIAVAZ’s business is conducted primarily in Mexico, as The FCPA may apply in situations with slight connection to the United States. In addition, foreign companies, with which DIAVAZ conducts business, may be subject to the FCPA, and therefore, expect DIAVAZ to comply with the requirements of that law.
e) Federal Law for Protection of Personal Data in Possession of an Individual: The protection of personal data held by individuals is the purpose of this Law. In order to regulate their legitimate and controlled processing and to ensure privacy and the right to use information of individuals, personal data may not be used, disclosed or stored without the authorization of the owner.
f) Federal Labor Law: Set of legal provisions that establish the rights and obligations of workers and employers in the management of individual and collective labor relations in Mexico.
If any law conflicts with any policy of this Code, you must comply with the law. If you are in doubt about the application of this Code to a particular situation, you should ask your supervisor on how to handle it or follow the indicated procedures.
Although not all employees are expected to know the details of these laws, it is important to know them well enough to determine when to seek advice from supervisors, managers or other appropriate personnel.
You may realize that these provisions are not intended to answer all questions or convert anyone into a specialist on this topic. Instead, they are primarily designed to help you recognize the types of behavior and issues covered by the laws. Whenever you have questions about the possible application of the laws in any of your activities, you should discuss them with Legal Management.
2. FINANCIAL CONTROLS AND RECORDS.
a) DIAVAZ is committed to maintaining and strengthening its credibility and trust through effective communication. DIAVAZ also takes responsibility for communicating reliable, pertinent, adequate and complete information regarding the Company’s financial condition and results of operations. Therefore, all DIAVAZ’s employees must ensure, within the areas of our responsibility, that the Company retain accurate, pertinent and adequate records, reports, results and financial condition reports.
b) The registration, maintenance and preparation of financial reports must comply with the corresponding legal provisions, with Generally Accepted Accounting Principles and with the control guidelines issued by the Company. Operations involving an accounting record must be backed up with documentation that supports the transaction, complies with tax requirements, and is accurate. For its preparation, its necessary to provide a detailed reasoning, the record in the ledger accounts and entries in the moment that the operations took place. Lastly, documentation of all substantial business transactions must describe the essential information in an accurate manner.
c) In accordance with the Company’s policy and by law, it is strictly prohibited to intentionally misrepresent facts in the preparation of the Company’s financial statements, financial data or other records. In addition, it is strictly forbidden to modify or falsify documents, records and reports, as well as to withhold information that may alter financial records and affect or may affect DIAVAZ.
d) Any DIAVAZ’s executive, employee or official who communicates with the auditors must stand at all times to the following guidelines:
3. BUSINESS PRACTICES.
We want to succeed on our merits and not because we have illegally paid someone for a favor. In addition, we must not commit to seek, receive or accept, directly or indirectly, any bribe, coercion or other payment or benefit from any collaborator or agent of any current or prospective seller, tenant, competitor, government or entity related to the Company.
We want companies and individuals engaging in business with DIAVAZ to be free from the pressure to give gifts, favors, among others, to decision makers.
Due to the above, all shareholders, directors, executives, managers, employees, officers, collaborators, advisors, clients, suppliers and consultants who provide their services to DIAVAZ, as well as all our Representatives, must comply with and sign the Comprehensive Anti-Corruption Policy attached to the present Code of Ethics.
4. USE OF COMPANY ASSETS.
The proper use and protection of DIAVAZ’s assets are essential elements that contribute to the achievement of our Mission.
For purposes of this Code, the Company’s assets are all tangible and intangible property owned by the Company, such as real estate, furniture, machinery and equipment, inventories, cash, work equipment, vehicles, cell phones, computers, materials, receivables, stocks and shares. Assets also include information, inventions generated as a result of our activities, business plans, patents and trademarks, trade names, corporate identity and image, information technologies, among others.
Each of us is responsible for the custody and protection of assets that are under our control. Under no circumstances we will participate in, influence or allow situations or actions that are linked to unauthorized theft, misuse, loan, disposal or sale of assets. The use of the Company’s funds, services or assets for any unlawful or undue purpose is prohibited.
The assets described above will only be used for the conduct of work activities. No use for personal or unauthorized purposes is permitted.
All who are part of DIAVAZ are required to report any observed deviation regarding the use of assets. The Company reserves the right to conduct investigations at the Company’s facilities and at any property owned by the Company.
Sale, rental, donation or disposal of assets of any of DIAVAZ’s companies may only be convened by authorized individuals, in accordance with established procedures.
The Company’s assets may not be used for political purposes. Any political activity shall be performed outside working hours. Under no circumstances DIAVAZ’s assets may be used for such purposes.
5. USE AND DISCLOSURE OF INFORMATION.
In DIAVAZ, we consider that the collection and good use of information are competitive advantages, for which its administration and management must be conducted in a safe, objective, and responsible way, and in conformity with the applicable laws.
For the purposes of this Code, and in general terms, “Confidential Information” involves any officially unpublished information that refers to DIAVAZ, its subsidiaries, affiliates, as well as its directors, consultants, interest groups, activities, operations, plans, investments and strategies. Without limitation, any of the following shall be considered Confidential Information:
Confidential Information Management: It is our responsibility to make good use of the Confidential Information. Those who have collaborators or a team is co-responsible for the good usage of information, and therefore must take the necessary measures to ensure compliance with the provisions of this section. Unauthorized use or distribution of Confidential Information violates the provisions of this Code of Ethics and may even be illegal.
Those of us working at DIAVAZ must not disclose or announce any Confidential Information to third parties, except when it is required for business reasons and you have the authorization to disclose it. In this case, this disclosure must always be notified in writing to the immediate superior, the Legal Management, or to the person responsible of that Confidential Information.
If there are any doubts about the Confidential Information management, the immediate superior, the Legal Management, or the person responsible of that information, should also be consulted.
In the event that any Confidential Information is disclosed or announced on reasonable grounds to DIAVAZ’s personnel, the nature of “Confidentiality” must be warned. In the case of third parties who provide any service to DIAVAZ and who, due to the nature of the service and in order to comply with it, have access to non-public information, must maintain the confidentiality of any information they receive. If applicable, the respective Confidentiality Agreement must be signed with them, properly revised or prepared by DIAVAZ’s Legal Management.
To use Confidential or Privileged Information for personal gain or profit, either directly or through a third party, it is prohibited. This may cause loss, damage or prejudice of the interests of DIAVAZ or its stakeholders. The misuse of Confidential Information may have civil or criminal consequences, regardless of the disciplinary action established by the Company.
In this context, DIAVAZ requires you to behave in a professional manner, and maintain, at all times, the highest standards of business ethics. DIAVAZ’s business affairs are confidential and should not be discussed with any person, even other employees, except to the extent required for the normal course of business or with the prior approval of your superior. At no time may you use or disclose Confidential Information to any person, company or entity to promote your own interest. You also may not obtain any Confidential Information from supervisors or other employees of the Company.
Protecting Confidential Information is the obligation and commitment of shareholders, directors, administrators, commissioners, personnel in general, external auditors, service suppliers, suppliers and clients of DIAVAZ.
Information requirement by authorities: Due to the operations performed by DIAVAZ, it is important to comply with several requirements established by the different regulatory bodies to which the Company is subject. As a result, in the event that any government authority requires information from the Company, the request may be complied with as long as it is presented in writing, meets the law requirements, and has the authorization of the immediate superior, DIAVAZ’s Legal Management, and any other party involved.
Third Party Confidential Information: DIAVAZ is committed to respecting the intellectual and industrial property rights of other companies, and requires that its employees, as well as those who are part of DIAVAZ, do likewise.
This means that we will not misuse patented or registered documents or materials. In addition, we must never disclose Confidential Information about the companies with whom we have previously worked. Never copy or share any confidential information without first being sure that you can do so. If you have any doubts, consult them with DIAVAZ’s Legal Management.
Subject to the provisions of each country’s legislation, the inventions, improvements, innovations and developments generated by those who work in DIAVAZ, in direct relationship with our work and responsibilities, are property of the Company.
Lastly, just as we have an obligation to protect the information of the companies with whom we have previously worked with, we also have an obligation to protect DIAVAZ’s Confidential Information, even after we separate from it.
In the event that anyone discloses any Confidential Information, in addition to the immediate termination of the employment relationship, he or she may be subject to civil or criminal liability or both, as required by law.
6. CONFLICT OF INTEREST.
A “Conflict of Interest” exists when personal or third-party interests intervene or appear to intervene in DIAVAZ’s interests, including those of its subsidiaries and affiliates. A Conflict of Interest occurs when someone who works for DIAVAZ seeks personal benefits or when a DIAVAZ’s member, or his or her family member, receives undue benefits from the Company.
For purposes of this Code, “family member” includes: spouse, parents, children, siblings, grandparents, step-mother, step-father, step-siblings, step-children, aunts, uncles, nephews, cousins, in-laws, or any other person with whom you have an important and close personal relationship.
Usage of good judgment is the best way to avoid Conflicts of Interest. However, if you get involved in any personal activity or transaction that could cause a conflict between your personal interests and those of the Company (or the appearance of such conflict), you must disclose information regarding the potential Conflict of Interest, immediately and in writing via e-mail, to the Internal Auditor, who in turn will submit to both the Corporate Practices and Human Capital Committee and the Legal Committee for its or their approval, which at its sole discretion, will rule and decide on the Conflict of Interest in question. Therefore, decisions made on similar cases may have different results.
a) Personnel with external interests or independent businesses.
It is expected that all of us who are part of DIAVAZ dedicate our talent and best effort to the Company, as well as to keep a sense of loyalty.
This means that it is strictly forbidden for DIAVAZ’s employees, officers, and advisors to:
b) Personnel as supplier.
DIAVAZ’s personnel is not allowed to be the supplier of our Company at the same time. Therefore, anyone who owns a business must refrain from providing DIAVAZ with its products and/or services. In addition, in no way those who work in DIAVAZ can have or own businesses dedicated to the commercialization, distribution, transportation or transformation of our products or services.
Suppliers will be selected through fair and open selection procedures based on quality, requirements, performance and cost. All purchases from suppliers must be in accordance with DIAVAZ’s purchasing policies.
c) Personnel’s family members as clients or suppliers.
DIAVAZ’s personnel must not participate in or influence, either directly or indirectly, the requirements, negotiations and decision-making processes with customers or suppliers with whom they have a family relationship, or any other interest other than those of the Company, for which they can obtain personal benefits.
DIAVAZ seeks to maintain a conflict-free operation that may arise from its personnel’s unfair practices. DIAVAZ’s personnel must avoid situations that would result in Conflicts of Interest between personal and DIAVAZ’s interests. Such situations must be notified immediately and in writing via e-mail to the Internal Auditor, who in turn will inform both the Corporate Practices and Human Capital Committee and the Legal Committee for discussion and approval, as stipulated on the provisions of the third paragraph of this section.
It is the obligation of anyone who works at DIAVAZ to notify their immediate boss if they have family business owners who are or pretend to be suppliers or clients of our Company.
d) Shareholders as customers or suppliers.
Shareholders who have or intend to establish a business relationship with DIAVAZ are subject to the same procedures and conditions as the rest of our suppliers and customers.
e) Personnel with relatives in DIAVAZ.
Relatives of DIAVAZ’s personnel may work for the Company as long as they meet the requirements for the position. Their recruitment follows the selection procedure established by Human Capital Management. Nevertheless, it is forbidden for anyone who works within DIAVAZ to directly or indirectly supervise a relative. Any internal movement or labor decision is subject to the labor practices and policies applicable to all personnel.
On the other hand, anyone who imposes hiring, change of category, level or increase of salary to personnel recommended by him or her, due to his or her position within DIAVAZ, will be sanctioned. In addition, personnel who receive any payment in exchange for hiring personnel will be sanctioned.
f) Report of Conflict of Interest.
Situations involving a Conflict of Interest are not always obvious or easy to resolve. As DIAVAZ’s employees, we are expected to report actual and potential Conflicts of Interest immediately and in writing via email to the Internal Auditor, who in turn will inform both Corporate Practices and Human Capital Committee and the Legal Committee for discussion and approval, as established in the third paragraph of section 6. In similar circumstances, DIAVAZ’s chairmen, vice-chairmen and directors should follow this reporting procedure, in regard to those transactions or relationships that could lead to this type of conflict.
g) Conflict of Interest Management.
In case of facing an actual or potential Conflict of Interest in our personal or professional relationships or activities within DIAVAZ, we are expected to deal with the situation ethically and in accordance with the provisions of this Code of Ethics.
All business relationships established on behalf of DIAVAZ, with public or private companies, whether as customers or suppliers, must always be in an ethical and legal context. Ideally, those who interact with us should also adhere to the provisions of this Code.
7.1 WITH SUPPLIERS.
The relationship with DIAVAZ’s suppliers is extremely important because, since through the goods and services they provide us, the established goals can be met.
For their selection, the suppliers must be subject to the established procedures in the Company, which ensure an equal-conditions participation, market standards, and it is open to all who want to participate.
It is strictly forbidden to select suppliers based on personal relationships, or because there is an opportunity to obtain personal and/or financial advantage.
The proposals presented by suppliers will be reviewed in a comprehensive manner. The elements to be considered are price, added value, quality and the service they offer. DIAVAZ is committed to providing all suppliers with the necessary information to ensure that the application and tendering processes are performed in a fair and transparent manner. We are committed to protecting the suppliers’ rights regarding the information they provide for the processes, and we expect them to operate under the same scheme to ensure a trust relationship.
DIAVAZ cares about the development of all our suppliers. In order to ensure that the products/materials/services received have the highest quality and safety standards, we have with them a training program and continuous communication.
In addition, our commitment is that our suppliers have clear payment agreements in order to ensure that they are made in a timely manner and through simple and transparent processes that do not allow malpractices or interpretations.
We are committed to the legality of all our actions. We ensure that our suppliers do not engage in illegal practices such as tax, environmental or social non-compliance, money laundering, child labor, among others, all within the framework of the current legislation.
In DIAVAZ, we are committed to existing anti-corruption policies. The only benefits we seek from our suppliers are those related to the negotiation in question. We assure that the operations are performed without obtaining personal advantages, at the expense of procurement or selection of a particular supplier.
The best recognition that our suppliers can give us is to achieve compliance. Therefore, we do not accept, nor our families, money, gifts, services, discounts, among others. We understand that suppliers make efforts to promote their brands, so it is permitted to deliver promotional products as long as their value is symbolic.
7.2 WITH THE GOVERNMENT.
Given the type of services provided by DIAVAZ, the Company must establish relationships with government entities, as well as with various state-owned enterprises. In all these cases, DIAVAZ is committed to respecting the regulations and special provisions that regulate the transactions that these organizations may celebrate with the private sector, as well as to act only in those instances and following the formalities that are expressly authorized by law.
At DIAVAZ, we maintain ourselves up to date with the current legislation that govern the Company’s activity, in order to avoid any violation. Non-compliance with the laws can cause severe trust issues, which translate in economic problems and image deterioration.
Operating in different parts of the country, we are concerned with understanding and respecting local customs and practices, always taking care not to violate the law.
The Company does not promote any ideological or partisan affiliation. We support the exercise of political rights and duties of each of our collaborators. If a collaborator decides to incur in political activities, he or she will do so individually and must not involve the Company, committing financial resources or the Company’s assets.
7.3 WITH SHAREHOLDERS.
DIAVAZ is committed to establishing the best corporate practices, in order to give complete transparency and certainty to our shareholders. We believe in the development of a solid Corporate Governance, which strengthens the image of a well-managed, efficient, profitable, and socially responsible company.
Our commitment is the creation of a long-term value, ensuring sustained profitability to our shareholders and partners. As a result of this commitment, we ensure that the information we provide to our shareholders is based on the current legislation of the country, and that it maintains the consistency and homogeneity criteria.
7.4 WITH COMPETITORS.
DIAVAZ is committed to compete under the established market conditions. Our principles have always been and will continue to be acting and including the best quality and service, all of this in a framework of integrity, respecting our competition in all senses.
We respect our competitors, and whenever we have to refer to them, we will do so with factual information.
8.1 WORK ENVIRONMENT.
Undoubtedly, our personnel are our most valuable asset and, therefore, deserves attention and respect. The idea we have regarding our personnel will irremediably influence all areas of the Company.
Any DIAVAZ’s employee is considered a person who possess:
Due to work demands, DIAVAZ’s personnel is distributed in hierarchical levels, pursuing in this way an optimization of individual performances, in order to obtain benefits derived from teamwork. At DIAVAZ, hierarchical levels are recognized as a form of labor, and respect for people is always maintained beyond hierarchies.
Every manager within DIAVAZ will be responsible for monitoring the existence of a suitable working environment, promoting the development of their subordinates and ensuring that they reach their highest level of performance. Their orders must always be framed within the authorized procedures.
DIAVAZ seeks to ensure that all the people who are part of our personnel are respected and valued, within a suitable working environment for their development in both, the professional and personal field.
Any person who is part of DIAVAZ has a unique value, and we, as a Company, recognize any individual contribution, which is indispensable for the person’s development and work team of which he or she is part.
DIAVAZ does not discriminate on the basis of age, religion, sex, race, sexual preference or any condition protected by the community laws in which we operate. This guideline is applicable to any of the natural processes of human capital: recruitment, selection, promotion, transfer, employment termination, compensation, education, training and to all working conditions in general.
DIAVAZ does not accept any kind of harassment. It is our commitment to maintain a working environment against harassment, including intimidating language or behavior, whether offensive or discriminatory. The Company will take immediate action to investigate any incident of alleged sexual harassment in a timely and confidential manner.
Any person who feels they have been subjected to sexual harassment must report the incident to the Human Capital unit, which will initiate the investigation immediately, ensuring the information confidentiality of all involved.
We provide our personnel with the relevant facilities to develop their talent and skills and can they can apply it to take greater responsibilities, within the opportunities presented to them.
Safety has a great meaning for DIAVAZ. We provide all our people with a safe workspace that preserves their physical and mental health. We are aware that we are responsible for the physical integrity of our employees, customers, suppliers and the social environment in which we operate.
In addition, DIAVAZ cares for and promotes the health of its collaborators, so the use or abuse of toxic substances (alcohol, narcotics, etc.) during working hours or prior to working hours, as the case may be, shall result in disciplinary measures.
Moreover, all our collaborators and personnel need to have clear and precise information for the development of their activities. That is why we recognize the importance of transmitting all the necessary information to them for the implementation of their activities.
Relations with workers’ associations and/or syndicates are handled according to the applicable laws of the environment in which we operate. It is our commitment to respect the independence of any existing labor association, as long as it represents the legitimate interests of the workers.
8.2 BEHAVIOR OUTSIDE THE COMPANY.
At DIAVAZ, you are expected to comply with the acceptable ethical principles in matters of personal behavior and to display a high degree of personal integrity at all times. You must not act in a manner that adversely affects the Company and its business activities.
Remember that you are acting on behalf of the Company, especially while wearing the Company’s uniform or driving a Company’s vehicle. However, even when outside of business hours, we expect you to behave yourself in the same manner, and under the same acceptable ethical principles.
9. ENVIRONMENT.
DIAVAZ is committed to the environmental protection and preservation. Due to the above, we are all obliged to comply strictly with the current laws and regulations in this area.
The environmental respect is part of the development of an individual awareness. We must commit to perform actions to show commitment and care for our environment.
IV. SCOPE OF APPLICATION OF THE CODE.
This Code applies to and is obligatory for all shareholders, directors, executives, managers, employees, officers, collaborators, counselors, customers, suppliers and consultants who provide services to DIAVAZ. Each is responsible for ensuring that their behavior is consistent with the spirit of the Code.
All directors, officers, managers, employees, counselors, suppliers and consultants providing services to DIAVAZ must certify in writing their understanding of and compliance with the requirements of this Code.
Certification requires a Certificate of Adherence, Understanding and Compliance, which is attached at the end of this Code, to be signed and returned, which will be provided by the corresponding Human Capital Management.
Non-compliance with this process will be considered compliance resistance with this Code and may result in disciplinary action, including termination of employment relationship with the Company.
Lastly, all shareholders, directors, executives, managers, employees, officers, collaborators, counselors, clients, suppliers and consultants who provide their services to DIAVAZ, as well as all their Representatives, must comply with and sign the Comprehensive Anti-Corruption Policy attached to this Code of Ethics.
V. INFRINGEMENTS TO THE CODE AND PENALTIES.
Each shareholder, director, executive, manager, employee, officer, collaborator, counselor, client, service provider, supplier, and/or consultant who provides services to DIAVAZ shall act in accordance with this Code and the applicable laws of the country and other governmental jurisdictions in which the Company conducts business activities. This Code does not cover every aspect that may arise; however, it establishes the basic principles upon which all of us who are part of DIAVAZ must act.
This Code will be administered by DIAVAZ’s Human Capital Management and the Internal Auditor, and will be monitored by the Corporate Practices and Human Capital Committee and the Legal Committee.
No undue or unethical action is acceptable for DIAVAZ, as well as the appearance of any improper or inappropriate behavior by any person acting on behalf of the Company.
DIAVAZ’s leaders shall be role models and shall at all times assure strict compliance with this Code, ensuring that it is communicated and disseminated to all DIAVAZ’s personnel. Furthermore, disciplinary action shall take place in the event of non-compliance.
Therefore, those who violate any provision of this Code will be subject to disciplinary action in accordance with the applicable provisions which, depending on the seriousness of the case, may obtain a reprimand or a justified termination of their employment relationship with DIAVAZ, as determined by the Corporate Practices and Human Capital Committee, regardless of any other civil and/or criminal actions that may arise. If you find yourself in a situation that you believe could violate or lead to a violation of this Code, follow the guidelines provided for that purpose.
Lastly, we would like to remind you that all of us who form part of this Company have the right and can feel completely free to make the necessary consultations to our superiors, as well as to DIAVAZ’s Legal Management regarding any situations in this Code that may create any doubt.
All of us who work at DIAVAZ share the organization’s values, and by signing the following Certificate of Adhesion, and Understanding and Compliance, we assume our responsibility and commitment to live and promote them at all times.
VI. TRANSITIONAL PROVISION
