Our Principles

Habenae Consulting, S.L., strives to maintain high standards in technical excellence and business integrity.

This is one of our most valuable assets and we expect all employees, to safeguard these standards in the performance of their duties.

We provide our customers with high quality services and innovative solutions. We also demonstrate our strong sense of responsibility and commitment to our customers, employees, shareholders, and the global community at large.

We work in an atmosphere that promotes honesty, integrity, transparency and trust.

This Code of Conduct is a clear statement of the way Habenae Consulting, S.L. conducts business. It sets out principles and standards grounded in moral, ethical and legal behaviour that are intended to guide all activities.

All employees, officers and directors must at all times conduct business in an ethical and honest manner, consistent with the principles of this Code.

Applicability of the Code

This Code applies to all Habenae Consulting, S.L.  employees or persons acting in Habenae Consulting, S.L., regardless of their position and location. This includes but is not limited to:

• Board of Directors
• Executives
• Employees, both temporary and permanent
• Contractors
• Agents

Habenae Consulting, S.L.  requires that all applicable personnel operate within the laws and regulations of their country and locality; however, in the event this Code requires a more stringent standard, this Code’s standard shall apply to the personnel’s conduct. Failure to adhere to this Code can lead to disciplinary action, up to and including dismissal.

Management Responsibility

Habenae Consulting, S.L. Board of Directors and senior management is responsible for operating Habenae Consulting, S.L. business in compliance with all applicable laws. They also are responsible for creating and fostering a culture of ethical business practices, encouraging open communication, and for instilling an awareness of and commitment to this Code.

They are also responsible for administering this Code by:  

1. Ensuring distribution of the Code to all employees, directors, officers and
2. Monitoring Habenae Consulting, S.L. ethics and business practices company-wide.
3. Resolving issues related to Ethics and Compliance.
4. Overseeing Business Ethics and Compliance investigations.
5. Discussing ethics and business conduct issues with employees and managers.

Employees Responsibility

Habenae Consulting, S.L. employs high calibre people with high standards of integrity, fairness and professionalism.

This document sets out principles that confirm and supplement individual honesty and integrity, and provide employees with the support and resources necessary to fulfil their obligations to act honestly, with integrity and in compliance with the laws, rules and regulations that apply to business.

The Habenae Consulting, S.L. workforce are required to:

• Be familiar with this Code and follow it at all times;
• Comply with all applicable laws, rules, and regulations when conducting Habenae Consulting, S.L.
• Abide by all established Habenae Consulting, S.L. policies and procedures.
• Avoid behaving in any manner which could lead to inappropriate business
•  Promptly bring to Habenae Consulting, S.L.’s attention management, any known or perceived unacceptable business conduct or illegal behaviour.
• Seek appropriate guidance when business issues arise.
• Always conduct Habenae Consulting, S.L. business with honesty, integrity, transparency and trust.

Habenae Values

By creating and maintaining an environment that supports our core values of integrity, respect, dynamism, competence and assurance, each of us has the opportunity to achieve excellence. Although everyone at Habenae Consulting, S.L. must contribute to the creation and maintenance of a positive work environment, our executives and everyone in management have a special responsibility to set and communicate standards that allow all of us to excel.

Habenae Consulting, S.L. is committed to honesty and fairness, and believes that all employees should be treated with respect. Employees are trusted to do their jobs effectively and will be recognized for their contributions.

All members of Habenae Consulting, S.L.’s workforce share the responsibility for mutual understanding and cooperation and for creating and maintaining a work environment. All incidents in violation of this Code should be reported as soon as possible. All complaints made in good faith will be investigated promptly. To the extent possible and consistent with Habenae Consulting, S.L. ’s obligations under law and our policies, we will maintain the confidentiality of anyone reporting a complaint.

Habenae Consulting, S.L.’s business is governed by many laws: local, national, and international. Compliance with the form and spirit of all applicable law is fundamental to ethical business conduct. This is merely a minimum standard. Ethical business conduct goes well beyond compliance with applicable law and requires Habenae Consulting, S.L. ’s  employees, officers, directors, contractors and agents to be always concerned about the impact of their actions on all interested parties in the communities in which we live and work: other employees, customers, suppliers, shareholders, competitors, and governments.

Conflicts of Interest

Generally Habenae Consulting, S.L. ’s workforce may conduct their personal and financial affairs as they are told. However, there are certain situations and activities that may pose a conflict between individual interests and the best interests of Habenae Consulting, S.L. Employees should act with honesty and integrity, and avoid any relationship, influence or activity that would cause or even appear to cause a conflict of interest.

Employees are obliged to provide written disclosure of conflicts of interest, or the appearance of conflicts of interest, that continue throughout the time that they work at Habenae Consulting, S.L.

If they are uncertain whether any activities may constitute a conflict of interest, or even the appearance of a conflict of interest, they must consult with their supervisor, the Human Resources Department, or the Legal Department before taking action.

Examples of potential conflicts of interest include, but are not limited to, the following:

• Outside Employment
• Financial Interests in Other Companies
• Outside Directorships
• Charitable Activities
• Use of Habenae Consulting, S.L. Property
  • Corporate Assets
  • Corporate Opportunities

Health and Safety

Habenae Consulting, S.L. is committed to providing a safe working environment for all employees, and to developing programs that promote and safeguard employee well-being. Employees also must work safely and take all reasonable care to comply with health and safety laws, and to protect their health and safety and that of co-workers. Employees must report to their manager, or Human Resources any accident or injury sustained while at work.

Privacy of Information

Habenae Consulting, S.L.  is committed to protecting the personal information of its employees, customers and any other individuals. This information must be held in strictest confidence, safeguarded appropriately, and dealt with in a manner that conforms to all applicable legislation and applicable Habenae Consulting, S.L.  policy.

Records

All employees, officers and directors must ensure that all Habenae Consulting, S.L. records, reports, plans and any other data are factual, accurate and complete. All transactions between Habenae Consulting, S.L. and any third party must be recorded in accordance with accepted business practices and principles. Any misrepresentation of facts or falsification of records or documents is prohibited and could lead to disciplinary action, up to and including termination.

All company records will be retained, maintained and destroyed in accordance with all applicable laws and any Habenae Consulting, S.L. document retention policies.

Inside Information

Passing “Inside Information” to any person who has no right or need to have such

information can be illegal and seriously detrimental to Habenae Consulting, S.L. and the individuals involved.

“Inside Information” includes confidential information concerning the affairs of Habenae Consulting, S.L., a client, a potential client, a supplier, or any other company whose securities are publicly traded on a stock exchange. “Inside Information” is information that an investor could consider to be important in deciding whether or not to buy or sell that company’s stock or securities, but that has not been generally disclosed to the public.

Fair Treatment and Mutual Respect

Habenae Consulting, S.L., expects its employees to create a workplace that is based on fair treatment and mutual respect. Habenae Consulting, S.L. is an equal employment opportunity employer.

Habenae Consulting, S.L. by and through its management, makes all employment decisions based on merit and without discrimination on any prohibited ground.

Habenae Consulting, S.L. does not tolerate harassment perpetrated by or against an employee, contractor or agent of Habenae Consulting, S.L.

Anyone who believes that has experienced or observed harassment or discrimination, should immediately contact his supervisor, Human Resources, or the Legal Department. Any manager who receives information about an alleged harassment or discrimination is required to immediately report it to Human Resources. All claims will be investigated through the appropriate channels, so that management can take appropriate corrective action if warranted.

Confidential Information

Each individual working for Habenae Consulting, S.L. must protect and not disclose information about Habenae Consulting, S.L. that is not generally available to the public or has not been published or widely disseminated (“Confidential Information”).

Habenae Consulting, S.L. Established Policies and Procedures

All Habenae Consulting, S.L. employees are required to abide by all established Habenae Consulting, S.L. policies and procedures.

Shareholders

Shareholders are the true owners of the business. They are entitled to expect fair return on their investment. Habenae Consulting, S.L. is committed to building sustained shareholder wealth by conducting our business in what we believe to be their best interests and within the guidelines of this Code.

Habenae Consulting, S.L. will comply with all statutory, exchange and regulatory laws, rules and requirements to provide information to its shareholders.

Disclosures and Financial Reporting

Habenae Consulting, S.L. employees, officers and directors will maintain complete, accurate and reliable records in accordance with Generally Accepted Accounting Principles (“GAAP”).

Habenae Consulting, S.L. will design and maintain an effective system of internal controls respecting disclosure and financial reporting.

Habenae Consulting, S.L. employees, officers and directors, including the CEO and CFO and any other officer with senior financial responsibilities (“the Senior Financial Officers”), must be familiar with and comply with Habenae Consulting, S.L.’s disclosure controls and procedures and financial controls, to the extent this is relevant to the individual’s responsibilities to Habenae Consulting, S.L.

Habenae Consulting, S.L. employees, officers and directors, including the Senior Financial Officers, will take reasonable steps to ensure that all reports and public communications are accurate, complete and timely, especially when dealing with financial matters.

Habenae Consulting, S.L. employees, officers and directors will provide timely and accurate financial information to the financial community, the securities regulators, any other regulatory or governmental body as required and the public.

Habenae Consulting, S.L. will make every reasonable effort to respond to all reasonable requests for financial information from its shareholders, and any others in the financial community. Only authorized employees will provide financial information or opinions outside the Company.

Customers

Habenae Consulting, S.L.’s business success is driven by our ability to attract and retain new and existing customers.

This is achieved through global customer focus, communication, measurement, legal requirements and continuous improvement as expressed in our organization, business environment, needs, objectives, processes, plans and product roadmaps.

It is every Habenae Consulting, S.L. employee’s responsibility to ensure that all interactions with our customers are honoured, professional, in compliance with applicable laws and regulations, and adhere to best business practices.

 Antitrust/Competition

Habenae Consulting, S.L. is committed to competing effectively, but lawfully, in our business markets. Habenae Consulting, S.L., its employees, contractors and agents must comply with the antitrust and unfair competition laws of the countries in which our Company engages in business. Every Habenae Consulting, S.L. employee is responsible for knowing the laws that apply to his or her business activities.

Violations of antitrust laws may result in severe penalties for Habenae Consulting, S.L. and the individuals involved, including substantial fines and prison sentences.

Fraud and Abuse

Habenae Consulting, S.L. is committed to ensuring that all of its communications with customers, suppliers, dealers, the public, and other third parties are truthful. All employees must ensure that in all of their activities on behalf of Habenae Consulting, S.L., they are not misrepresenting or concealing important facts, and that they are not enabling someone else to do so.

Habenae Consulting, S.L. requires its employees to act ethically, honestly, and lawfully in their dealings with any third party and the Company itself.

Violations of the laws prohibiting fraud may result in severe penalties for Habenae Consulting, S.L. and/or the individuals involved, including substantial fines and prison sentences. They will be dealt with strictly by Habenae Consulting, S.L. with respect to the involved employees and appropriate discipline, up to and including termination, will be administered. If employees have doubts about a representation they are about to make, or that a customer or other third party has asked them to make, they should consult with the Compliance Office or the Legal Department.

 Conduct Relating to the Community at Large

Habenae Consulting, S.L. recognizes and accepts fully its obligations to the countries and communities worldwide where it conducts business. Habenae Consulting, S.L.’s commitment to acting ethically and responsibly in the world business community includes: willingly complying with all applicable laws and regulations; seeking to protect the environment and promote environmental concerns; assisting and participating in worthy educational and social programs in the communities where Habenae Consulting, S.L. conducts business.

Habenae Consulting, S.L. employees, officers and directors shall conduct any dealings with public officials in any country with integrity, and in a manner that will not tarnish the reputation of the official, Habenae Consulting, S.L. or the Habenae Consulting, S.L.  employee, officer or director.

Taxes

Habenae Consulting, S.L. strictly complies with and pays all known applicable taxes, required by local, national or international laws. Many of these laws require the reporting of financial information, payment of taxes due, filing of tax returns, and withholding or collecting of necessary taxes on behalf of our workforce.

Corruption

It is prohibited for a Habenae Consulting, S.L.  employee, contractor or agent to pay a bribe to any public official. It is further prohibited for an employee, contractor or agent to offer or accept kickbacks or other inducements from contractors or subcontractors that are made for the purpose of improperly inducing or awarding a contract or subcontract.

Habenae Consulting, S.L. employees, contractors and agents should be aware that bribes to any government officials may violate various national and international laws. In addition, some of these laws require Habenae Consulting, S.L.  to maintain proper accounting controls and keep detailed records of all financial dealings with foreign governments, including payments of any kind.

Habenae Consulting, S.L. prohibits the use of “facilitating payments” made to ensure that public officials perform tasks they are supposed to perform as part of their normal job function.

Government Sales

Habenae Consulting, S.L.’s contracts with government agencies, including schools, and for projects involving government funding, are subject to special governmental regulations and impose special requirements on Habenae Consulting, S.L.  and on our workforce.

When cost and pricing data are required to respond to a government solicitation, the cost and pricing data must be current, accurate and complete. All costs are to be properly recorded, documented and retained in compliance with local and national procurement regulations. Each business unit doing business with governments must invoice the government in strict compliance with applicable government cost principles and other regulations.

When contracting with a government, employees are obligated to ensure the truth of any representations made to government agencies and to ensure the quality of goods and services provided to the government. Violating these laws could potentially subject Habenae Consulting, S.L. and the individuals involved to criminal and civil penalties, including prison sentences.

Each Habenae Consulting, S.L. employee is responsible to make sure that government requirements are met and that all government regulations are being followed.

Government Investigations

Habenae Consulting, S.L.  will cooperate fully in any appropriate governmental or regulatory investigation.

Some governmental dealings can be handled by the employee responsible for such matters. However, whenever an employee, officer or director receives information about a new governmental investigation or inquiry, or has any concerns about any governmental dealing, they are required to report the information to the Legal Department.

Habenae Consulting, S.L.  employees, officers or directors, shall never, under any circumstances: destroy or alter any Habenae Consulting, S.L. documents in anticipation of a request for the document from any governmental authority; make any untrue or misleading statements to any governmental investigator; or attempt to influence any Habenae Consulting, S.L. employee, or any other person, to provide false or misleading information or to hide any information from any governmental investigator. Violation of this mandate could lead to disciplinary action, up to and including termination.

Environment

Habenae Consulting, S.L.  is committed to protecting the environment. All employees are required to comply with all applicable environmental protection legislation. Violation of environmental protection laws, even if unintentional, can result in severe penalties to Habenae Consulting, S.L. and/or the employees involved.

Employees are urged to reduce, reuse, and recycle, and to participate in the recycling programs implemented at Habenae Consulting, S.L.  work sites.

Employees are required to promptly report all suspected violations of the Code or complaints or concerns including:financial statements or other disclosures

• accounting, internal accounting or disclosure controls
• auditing matters
• breaches of Habenae Consulting, S.L. security policies
• illegal or unethical behaviour
• breaches of any applicable law, rule or regulation
• retaliation against any person reporting a suspected violation of the Code.

Investigative Action/Discipline

Following the receipt of any issues, concerns or complaints submitted pursuant to this Code, Habenae Consulting, S.L. will investigate each matter reported and take/recommend corrective and disciplinary actions, where appropriate.

Disciplinary actions that may be taken include, but are not limited to warning, censure, reprimand, suspension, loss of pay and termination.

Habenae Consulting, S.L. may enlist or retain assistance both inside and outside the company, as appropriate, in conducting investigations arising out of a report submitted pursuant to this Code.

Appropriate records will be maintained of incidents reported and subsequent investigations for a period of time determined by applicable Habenae Consulting, S.L. policy.

Right to Investigate, Audit and Enforce

Habenae Consulting, S.L.  reserves the right to investigate, audit and enforce compliance with this Code. All employees, officers and directors shall cooperate with properly authorized internal or external auditors or compliance investigators and provide them full, free and unrestricted access to all Habenae Consulting, S.L. operations, facilities, and records.

Resources

This Code sets out an ethical framework to assist employees, officers, directors, contractors and agents in making choices while carrying out their duties at Habenae Consulting, S.L.. It cannot describe the best course of action in every situation. Habenae Consulting, S.L.  relies on employees, officers, directors, contractors and agents to use their judgment and to be guided by the spirit of this Code.

Habenae Consulting, S.L.  will continually review this Code and all policies to meet the requirements of new developments.

Questions regarding the Code, its interpretation or its application should be addressed to info@habenae.com.