Compliance of Laws and Regulations

 

OPERADORA DE GRANOS ALMACENADOS S.A. DE C.V. and its employees are subject to the Law. Compliance of all applicable Laws and Regulations must never be compromised. Additionally, all employees must comply with the Internal Rules and Regulations that may apply during determined situations. Said Rules and Regulations are Company-specific and may go above and beyond than those that the Law requires.

 

Protection of Commercial Competency and Legality

 

OPERADORA DE GRANOS ALMACENADOS S.A. DE C.V. is prepared to successfully compete in the commercial world, and will always do so while fully complying with all the applicable Laws that pertain to the matters of competency protection, anti-monopoly, and commercial loyalty. Commercial policy and prices will be established in an independent manner and will never be agreed upon with competitors or other non-related parties. Employees must comply at all times with the following regulations:

 

Corporative Opportunities

 

Employees will not compete with the Company neither will they take personal advantage of the commercial opportunities that may arise while performing their employment duties and responsibilities for the Company, unless the Company has abandoned the interest of pursuing such commercial interest.

 

I. CONFLICT OF INTEREST

• The Employee’s personal activities and relations must not be in conflict with the Company’s interests.

• The Employees shall avoid situations where their personal interests come into conflict with the Company’s interests.

• The Employees must never be involved in fraudulent acts, or in any other dishonest conduct, involving property, financial assets and/or accounting belonging to OPERADORA DE GRANOS ALMACENADOS S.A. DE C.V., or of those belonging to a Third Party.

• Any such activity will result in disciplinary actions, and the Company may decide to press criminal charges against the Employee.

 

II. FINANCIAL RECORDS

• The financial records of any company including, but not limited to, attendance slips, sales records and expense informs, must be generated and handled in an exact and timely manner and in accordance with the Law. These records are the base to manage the Company operations and to fulfill its responsibilities before the General Manager, Employees, Clients, Suppliers and Regulating Authorities.

• If an Employee is aware of any violations to the Code of Conduct from behalf of a Third Party, the Employee is responsible of reporting such activities, otherwise such Employee will also be considered to be in violation of the Code of Conduct.

Exact record keeping is everyone’s responsibility; it is always advisable to inspect them prior to being submitted.

• Financial activities must be logged in its respective account, department and fiscal period. Delaying or paying receipts in advance in order to reach budget goals is a violation of the Code of Conduct.

• Never falsify a document, nor dishonor the true nature of any operation of transaction.

• All operations and transactions must be backed by exact records.

• All reports submitted to Regulating Authorities must be done so in a correct, precise, legible and timely manner.

• All Employees must cooperate with investigations that pertain to the preciseness and timeliness of financial records.

• Estimations and accumulations in the Company’s reports and records must be backed by the respective documents as they may present themselves, and must be done so in good faith.

 

III. USE OF COMPANY ASSETS

• Company assets must not be used for personal benefit, for the benefit of any other party, or for any not being those of the Company.

• The Employees must not take advantage of opportunities to obtain personal financial gain based on knowledge that came to the Employee due to his/her position in the company or through the use of Company information or assets.

• The ill use of Company assets can be considered theft; it may result in the Employee’s termination from the Company and/or in criminal charges.

• The General Manager’s permission must be obtained prior to using any Company asset outside of the Company, including, but not limited to, information, work tools and/or trade mark.

• The Company’s computing systems and equipment are strictly for Company use only. They must never be used for external businesses, illegal activities, gambling or pornography.

 

IV. RELATIONS WITH CLIENTS AND SUPPLIERS

• It is common occurrence to often exchange gifts and presents with Clients and Suppliers in order to establish a relationship of equality. Avoid excusive and/or luxurious gifs or presents that may appear as inappropriately influencing.

• All Employees must void personal financial operations with Clients and Suppliers that may affect their capacity to perform their duties and responsibilities for the Company.

• Employees must not be influenced through favors, nor will they attempt to influence Third Parties in an inappropriate manner by granting favors.

• Employees may accept reasonable meals and symbolic gifts solely while the conditions of the circumstances deem it appropriate, and will not accept or offer gifts, presents, meals or entertainment if such behavior could create the impression that it constitutes inappropriate influence over the corresponding commercial relationship. Employees must not offer or accept any gift or present to or from a Third Party, such as monies, loans, bribes and/or similar financial advantages, regardless of its value.

• We must act with integrity and honesty at all times. Clients, Suppliers, Competitors and Company Employees must be treated with fairness and equality. Counselors, Associates or Employees must not take advantage of anyone through false declarations or inappropriate commercial practices.

 

V. RELATIONS WITH GOVERNMENT AGENCIES

• The Company prohibits the offerings of monies, gifts, presents and/or favors to Employees in any level of the Local, State or Federal Government and Political Parties, which may be deemed as inappropriate or bribery.

• It is normal to occasionally pay for certain transactions known as Expedited Paperwork Fees to Government Agencies.

• The Company prohibits Third Parties, acting in representation of the Company, to offer monies, gifts, presents and/or favors to Employees in any level of the Local, State or Federal Government and Political Parties, which may be deemed as inappropriate or bribery.

• All Expedited Paperwork Fee payments must be previously approved by the General Manager, and must be registered appropriately.

 

VI. INFORMATION PROTECTION

• It is the Company’s obligation and responsibility to protect any and all private and undisclosed (not made public or revealed) information of itself. Employees must not share any information belonging, or in reference, to the Company with anyone outside of the Company, unless it is necessary and/or required, and always as part of the Employee’s work duties and responsibilities.

• Elements such as, but not limited to, financial and technical data, acquisition or divestment plans, new products, inventions, Employee personal information, important contracts, expansion plans, finance operations, and substantial or  important administration changes are considered to be private and undisclosed information.

• Revealing the Company’s private and undisclosed information to Third Parties such as, but not limited to, family members and friends is a violation of the Code of Conduct, and may also violate the Law.

• Any other types and sorts of records must be conserved or disposed of in accordance to the Company’s Record Conservation Policies.

Code Management

 

DISTRIBUTION

All Company Department Chiefs, Coordinators and Employees will receive a copy of the Code of Conduct upon admittance into the Company, and will also receive regular updates. Any individual being hired by the Company shall receive this Code of Conduct and must fully understand all the obligations derived from it.

 

APPROVALS

The General Manager must review and approve in writing for any circumstance that may require special permission as it is described in the Code of Conduct. The Company must keep and maintain records of such approvals.

 

COMPLIANCE VERIFICATION

All Employees must take all the responsible measures to impede a violation to the Code of Conduct and may report violations in an anonymous manner if they wish. Any Employee that may have witnessed a violation to the present Code of Conduct and does not report it will be sanctioned in accordance to the Code of Conduct and to the General Manager’s discretion.

 

INVESTIGATIONS

It is the General Manager’s responsibility to administer the Code of Conduct, investigate any violations thereof, and determine all corrective and/or disciplinary actions to take. The General Manager will regularly inform of all Code of Conduct violations and the corrective and disciplinary actions taken.

 

DISCIPLINARY ACTION

It is every Employee’s responsibility to guarantee the full compliance of all dispositions of this Code of Conduct, and to request assistance in case of any doubts. “Doing the Right Thing” and guaranteeing the highest possible integrity standards is the personal responsibility of each and every Employee, and cannot be delegated.

Any non-compliance to the Code of Conduct will make way to disciplinary actions, including the possibility of employment termination and, in the event of an extreme provable case, the pursue  of legal actions.

 

SIGNATURE AND ACKNOWLEDGEMENT

All newly admitted Employees must sign a letter of commitment, in which they acknowledge that they have read the Code of Conduct and understand its dispositions. Omitting to read the Code of Conduct, and/or not signing the letter of commitment, does not excuse the Employee to comply with the terms and conditions of the Code of Conduct.

 

DEPENDS ON YOU

Compliance to the Code of Conduct is everyone’s responsibility. You will have fellow co-workers that will assist you to do the right thing. If you act with integrity and seek support when you are not sure, you will be doing the right thing. If there is any doubt in regards to the permission of certain activities, you must consult with your immediate supervisor and/or General Manager.

 

Addendum

 

THE CODE OF CONDUCT IN THE REAL LIFE

 

The Action: An Administrative Assistant’s husband is the owner of an office stationery company, which has lower prices than any other competing company. One of the Assistant’s responsibilities in the Company is to order and purchase office stationery, so she took the liberty to request such items from her husband’s company. Nevertheless, the Assistant did not request the General Manager’s approval previous to the transaction with a family member.

The Decision: The Assistant violated the Company’s Code of Conduct. A Manager must previously approve any operation in which an Employee has a financial interest. The assistant was subject to a disciplinary measure.

 

The Action: Two Employees had dinner during a business trip. One of them paid for the dinner and the Company reimbursed the expense. The other Employee took a duplicated receipt and turned in an expense report for money that he did not spend.

The Decision: The second Employee was terminated from the Company. He did not pay for the dinner, which constitutes theft from the Company.

 

The Action: A Department Manager requested to some Suppliers to delay the delivery of receipts to pay until the following year for goods that have already been received. He did this in order to remain within his allowed annual budget for his department.

The Decision: An Employee in the same department became aware of the delay request and that it constituted a violation to the Code of Conduct. The Employee reported the event to the Ethics and Compliance Office. The Employee acted correctly.

 

The Action: A Client requested to a Sales Agent to alter a receipt. The Client wanted the receipt to reflect a higher price than what was actually paid, and that it was shipped to a country other than where it was actually delivered. The Client stated that he would no longer purchase from the Company unless the Sales Agent agreed to falsify the receipt.

The Decision: The Sales Agent knew that the request was a violation of the Code of Conduct and refused to play into the Client’s request. The Sales Agent reported the circumstances to his Supervisor. The Sales Agent acted correctly.

 

The Action: The responsibilities of a Company’s Employee included the trademark management. During his free time, he began to commercialize his experience, using material created as part of his work responsibilities in the Company; he negotiated said knowledge with other companies and charged a fee for his services.

The Decision: The Employee did not request the General Manager’s approval. When his side activities came into the awareness of the Company, he was subject to disciplinary actions.

 

The Action: An Operations Department Manager used his office telephone and his company’s cellular phone to make personal calls in an excessive manner.

The Decision: It may not look like much, but the Company’s losses in the matter of work time and telephonic charges totaled thousands of pesos. He was subject to disciplinary measures.

 

The Action: An Administrative Assistant frequently used the computer during his work time to create party invitations and personal ads for other Employees. He was not being paid for his extracurricular activities, so the Assistant did not saw this as an error.

The Decision: The use of Company assets for large scale projects are a violation to the Code of Conduct, and the Employee was subject to disciplinary measures.

 

The Action: A Purchase Coordinator was given a wrist watch with embedded diamonds by a Supplier that makes a lot of transactions with the Company. The Purchase Coordinator and the Supplier are friends. The Purchase Coordinator respectfully returned the watch, and explained to the friend that the Company does not allow luxurious gifts and reported the incident to his/her Supervisor.

The Decision: The Purchase Coordinator acted correctly. He/she knew that the watch could influence in purchase decisions, or that it could look that way to others.

 

The Action: A Company Employee was traveling to a state in the country where there are civil disturbances. A delinquent stopped him on a bridge and requested a “fee”.

The Decision: When the personal safety of an Employee is in jeopardy, it is absolutely acceptable for Employee to cooperate in order to secure his/her wellbeing. However, the “fee” must be reported to the General Manager and appropriately logged.

 

The Action: A General Coordinator assisted a Government Employee in charge of the emission of special transit permits to allow the circulation of route trucks in a restricted area. During the meeting, the General Coordinator gave a television and a DVD player to the Government Employee as “a sign of respect to the honorable Minister”.

The Decision: This was a bribe. It is a violation to the Code of Conduct as well as to the Law.

 

The Action: An Employee was preparing a presentation of a new Company promotion. She was very excited with the plan and wanted to talk to a friend of her outside of the Company.

She was not very sure that this would constitute a violation to the Code of Conduct, so she verified this with her Coordinator.

The Decision: She acted correctly to verify it. Sharing private or undisclosed information is a violation to the Code of Conduct, even if the Third Party does not work for a Competitor, a Client or Supplier.

 

The Action: A Company Employee was traveling with a Coordinator by airplane to work in a project. They began to discuss details, when one of them noticed that a man in the other side of the aisle was intently listening to their conversation and taking notes.

The Decision: They quickly decided that it was time to leave the conversation for a different time. It is never a good idea to discuss Company matters in public, where other non-related parties may listen and take advantage of the information.