Code of

1. Introduction

The purpose of this Code of Conduct is to determine the values, principles and rules that are to govern ethical and responsible behaviour and the actions of each of the suppliers and manufacturers (hereinafter, Suppliers) that have formalized a Nominated Supplier Contract with the COPERAMA Group.

This Code of Conduct will be applicable to all Suppliers that have formalized a Nominated Supplier Contract with the COPERAMA Group and are involved in the processes of selling, manufacturing, marketing, distributing and delivering products and services for the centres and hotels that contract directly with the Supplier.

The Supplier will adopt the necessary measures to put into practice the set of values and principles that define ethical and responsible behaviours under this Code.

2. Compliance with the code of conduct

All Suppliers are bound to comply with the following general principles:

1. To know the Code of Conduct and make their decisions according to the general principles of:

a. Respect for law
Suppliers and all their professionals state and undertake at all times and in all situations not to engage in conduct, behaviour or practices that could be considered irregular, illegal, criminal or unethical or lacking in integrity in the development of their relations with customers, manufacturers, suppliers, competitors, public authorities, etc.

In carrying out their professional tasks, no Supplier will knowingly collaborate with third parties in the breach of any law, whether national or international, and will not co-operate with them in actions or omissions that compromise the principle of legality or that, if known, could be damaging to the reputation of COPERAMA, its professionals, its stakeholders or third parties in general.

b. Honesty, transparency and trust
Suppliers must be honest, transparent and trustworthy in all the business relations in which COPERAMA’s business interests are at stake, especially in their relations with customers, and will fulfil the commitments they have acquired.

They will also protect the confidentiality of Company information that has been entrusted to them, with strict respect and care with regard to the protection of any personal data to which they have access.

c. Integrity
Institutional integrity is a key value of COPERAMA’s business culture. Suppliers must behave at all times with the utmost integrity in their professional sphere of action, rejecting any type of practice that could compromise it.

Suppliers will not under any circumstances offer gifts, invitations, perks or other type of incentives that could reward or influence business decisions made by employees of Coperama, of the hotels of any company of the NH Hotel Group including third party companies under management or franchise.

Suppliers will avoid or declare any conflict of interests between personal interest and collective interests and will behave in an upright manner and with integrity, at no time seeking their own benefit or that of third parties through the improper use of their position or contacts in COPERAMA.

A conflict of interest is understood to be the situation in which the personal interest of the Supplier (or of persons related to the Supplier) could clash directly or indirectly with COPERAMA’s interest.

2. In addition, they must report responsibly any sign of the existence of processes or actions that breach the provisions of this Code of Conduct, through the channel enabled for that purpose by COPERAMA.

3. Breach of the Code by Suppliers could give rise to termination of previously
established contractual relations, notwithstanding any civil or criminal liabilities of the

3. Principles of compliance with the code of conduct

The Supplier must promote and respect the following principles:

  • Respect for Human Rights

The Supplier must respect compliance with internationally recognized human rights and ensure that breach or abuse of these rights doesn’t take place in its business operations.

Consequently, all suppliers will treat their employees with dignity and respect. Physical
or psychological punishment, harassment of any kind and abuse of power will not be
permitted under any circumstances, respecting basic labour rights at all times.

  • Prohibition of child labour

The Supplier will not contract minors. For the purposes of this Code, a minor is defined to be a person under the age of 16 years old, unless the applicable national legislation establishes a higher age limit, in which case the said limit will be respected.

Persons aged between 16 and 18 years will be considered youth workers. They must not work on night shift or under dangerous conditions.

These policies and procedures will conform to the preventive measure of the ILO
(International Labour Organization).

  • Prohibition of any type of forced or coerced labour

The Supplier will not permit any form of forced or involuntary labour, and must adopt the necessary measure to ensure that this principle is not breached directly or indirectly.

The Supplier may not withhold identity documentation, as employees are free, on giving reasonable notice, to terminate their relations with the employer.

  • Prohibition of discrimination in any job

The Supplier shall not apply any kind of discriminatory practice in contracting, pay, access to training, promotion, dismissal or retirement, on grounds of race, caste, nationality, religion, age, disability, sex, marital status, sexual orientation, members of a trade union or political affiliation or any other practice of a discriminatory nature.

  • Respect for maximum working hours, established minimum salaries and other ruling legislation

The Supplier will adapt the duration of the working day to the provisions of applicable legislation and/or the terms and conditions of the applicable collective agreement if the latter are more favourable to the worker.

As a rule, Suppliers will not require their employees to work more than 48 hours a week. Workers shall have a least one day off for each seven-day period or, when national legislation so permits, two days off for each 14-day period.

As far as overtime is concerned, it will be voluntary and will be done in a responsible manner, taking into account the number of employees, the frequency and hours worked by each worker individually. The payment and performance of overtime must respect the provisions established in applicable legislation.

The total number of hours worked, including overtime, may exceed 60 hours in any seven-day period in exceptional circumstances when all the following situations are met: i) National legislation so permits; ii) A collective agreement that has been negotiated freely with a trade union so permits; iii) When appropriate measures are taken to safeguard the health and safety of workers; and iv) When there are exceptional circumstances, such as unexpected peaks in production, accidents or emergencies.

Salaries and benefits paid for the work must be paid and must respect the minimum salaries and/or national legal standards or the standard industry parameter, whichever is higher.

Before starting their job, workers must be provided with comprehensible detailed written information on their job conditions, as well as the necessary occupational risk prevention training on the risks of their job.

All deductions from salary in respect of disciplinary measures must be in accordance with the applicable national legislation.

Suppliers will not curtail the rights of workers recognized in labour and social security

  • Guarantee that their employees carry out their work in employment conditions of health and safety, respecting risk prevention legislation

The Supplier shall provide workers with a safe and healthy workplace, taking into consideration at all times prior knowledge of the industry and specific hazards, guaranteeing minimum conditions of light, ventilations, health, hygiene and safety measures.

Suitable measures will be adopted to prevent accidents or damage to health deriving from, associated to or as a result of the work.

Workers will receive regular and recorded training in health and safety. This training will be repeated in the case of new or re-assigned workers.

  • Respect for employee’s rights of association, to join a trade union, organize themselves or negotiate collectively without any kind of sanctions

The Supplier will guarantee its workers’ rights of association, affiliation and collective bargaining.

The employee must adopt a good disposition towards the work of trade unions and their organizational activities. Workers’ representatives must not suffer discrimination and will be allowed to carry out their duties of representation at the workplace.

When the right to freedom of association and to collective bargaining is restricted by law, the employee will facilitate and will not hinder the development of parallel forms of association and free and independent bargaining.

  • Environmental requisites

The Supplier shall obtain and maintain environmental permits for its business operation if required. Furthermore, in the event that its activity generates waste, it must be supervised, controlled and processed in the manner indicated by the corresponding legislation.

The Supplier must maintain a preventive approached aimed at environmental protection, adopt methods that benefit greater environmental responsibility and favour the development and dissemination of technologies that respect the environment.

  • No type of fraud, bribery or corruption is accepted

All Suppliers shall avoid being parties to any kind of corruption, extortion or bribery that could affect the principles of fair trade or result in public scandals in which the COPERAMA Group could be affected.

Offering, paying, soliciting or accepting bribes or unlawful commission, including facilitation payments, is strictly prohibited. A bribe may consist of giving or offering any kind of gift, reward, compensation or advantage to a person belonging to a business or government in order to obtain or retain a commercial advantage or to encourage the recipient to commit or reward the recipient for improper actions and in cases in which it would not be proper for the recipient to accept such a benefit. Bribery may also take place through third parties that facilitate or offer a bribe, e.g. an agent, representative or intermediary.

Suppliers, representatives and their employees shall comply with all applicable laws against bribery and corruption and to that end they shall have procedures in place to prevent employees or persons associated to the business from committing any kind of bribery or corruption. These procedures must be reviewed periodically to guarantee their efficacy.

Suppliers will reject any kind of fraud against the different Public Treasuries and Social Security bodies, including fraud in respect of public aid, funds and grants and must be in timely compliance with their payments to the different public bodies in compliance with their duties and obligations.

Suppliers may not, under any circumstances, by themselves or through an intermediary, receive, solicit or accept in the course of their professional activity any unjustified benefit or advantage of any nature, for themselves, for COPERAMA or for a third party, as consideration for unduly favouring another in commercial relations.

  • Protection of confidential and privileged information

Suppliers shall have access solely to the information, both in physical and electronic format, and tools necessary to perform their duties, and shall keep the strictest professional secrecy and keep as confidential all the information they handle in the course of their professional activity.

For these purposes, confidential information is defined as any information capable of being disclosed verbally, in writing or through any other means or in any other format, whether tangible or intangible, to which Suppliers may have access during their professional activity, or through any other lawful or unlawful means, including but not limited to information relating to business plans, strategic plans, products or services, financial forecasts, commercial agreements, information on turnover, customer details, patents, trademarks, utility models and any other intellectual property rights or applications for such rights (whether or not registered), computer passwords, source codes, inventors, processes, designs, whether or not graphic, engineering, advertising, budgets, financial forecasts, characteristics of services of all kind that COPERAMA offers on the market, accessories, including the hardware and software used in management, and any other information that COPERAMA has marked or designated as confidential, or proprietary information of COPERAMA or of third parties.

Suppliers may not access, use or disclose confidential information unless they have been duly authorized to do so previously in writing by the head of the area or centre where they are providing their services.

In the event of doubt, and unless otherwise indicated, Suppliers should treat the information they have access to in the course of their professional activities as reserved.

In any case, the following rules will be applicable in relation to the handling of confidential information:

  • All information will be protected and kept strictly confidential.
  • Confidential information will only be disclosed and used by Suppliers for the purposes assigned to them in accordance with their employment contract or their relationship with COPERAMA. Should Suppliers require the assistance of a third party to whom it is necessary to disclose the confidential information, the Suppliers will take the necessary measures to ensure that the information is duly protected, formalizing for that purpose a writing and binding non-disclosure agreement containing all the guarantees offered by law.
  • The information will not be used, in full or in part, for any purpose other than that assigned to Suppliers by virtue of their task.
  • Suppliers will not disclose the information, directly or indirectly, to third parties.
  • The information will not be copied, reproduced or duplicated, in full or in part, without the written authorization of COPERAMA.
  • Suppliers will give notice as soon as possible of any incorrect processing or use of the confidential information, co-operating with COPERAMA in order to protect such information.
  • No Supplier will keep information on COPERAMA on private computers or other media not provided by COPERAMA.
  • In the event that Suppliers have to take information outside the premises of COPERAMA in order to carry out tasks of their work or tasks that are inherent to their relationship with COPERAMA, such information must be returned once the tasks carried out outside the premises have been completed.

Suppliers shall avoid at all times benefitting personally, or through an intermediary, from any opportunity to obtain profit that they become aware of during the performance of their tasks. Furthermore, in all matters not provided for hereunder, the provisions established in the Internal Rules of Conduct of COPERAMA on Securities Markets, available on the Company’s corporate website, shall apply.

  • Handling of information

Suppliers must convey information in a true, complete and comprehensible manner. Suppliers shall not under any circumstances knowingly provide incorrect, inaccurate or imprecise information.

In this regard, Suppliers will refrain from:

  • Keeping a record of operations on off-the-book records not recorded in official books.
  • Keeping different accounting records referring to the same activity and accounting period that conceal or simulate the true situation of the business.
  • Recording expenses, income, assets or liabilities that do not exist or do not conform to reality.
  • Failing to enter business, acts, operations or, in general, economic transactions in the compulsory books, or entering them with figures other than the true figures.
  • Making entries in the accounting books with an incorrect indication of their purpose.
  • Using and providing false documents or false information.
  • Deliberately destroying documents before the end of the term established by law.

4. Procedure for reporting, handling and resolving breaches of this code of conduct

As all Suppliers must comply with and contribute to compliance with this Code, COPERAMA has established a procedure that makes it possible to report any breach of the principles set out in this Code confidentially and without fear of reprisal.

The breach must be reported in good faith and not based on mere conjecture or suppositions. Fraudulent, manifestly reckless, abusive or malicious use of the Whistleblowing Channel may give rise to disciplinary actions and/or the filing of legal actions by COPERAMA, notwithstanding any legal actions to which the affected party may be entitled.

The procedure for reporting and handling possible breaches of the Code of Conduct will be administered by the SVP – Senior Vice President of Auditing of the NH Hotel Group (hereinafter, “Ethics Officer”).

This person will act independently, reporting regularly to the Compliance Committee and the Audit and Control Committee of NH.
Breaches are to be reported preferably by e-mail using a channel expressly set up for this purpose,

The Ethics Officer will analyse the information presented, request the corresponding evidence and present the results of the investigation to the Board of Directors of COPERAMA and the Compliance Committee of NH.

In order for a reported breach to be received and considered valid, the following elements
must be present:

• Identification details of the person reporting the breach.

• True and precise arguments or evidence supporting the claim.

• Person or group reported.

The procedure will assure confidentiality during all phases and absence of reprisals. The Ethics Officer will sign a Non-Disclosure Agreement which, in the event of breach, may lead to the actions for damages considered appropriate.

Anyone who seeks advice or wishes to report an incident will be treated with respect and dignity, in accordance with the following principles:

• Confidentiality: The data and statements made will be examined under the strictest confidentiality. In compliance with applicable legislation, breaches cannot be reported anonymously, although the utmost confidentiality is guaranteed throughout all the phases of the investigation process.

• Exhaustiveness: The information received on potential breaches of the Code of Conduct or any other internal or external regulations will be investigated in detail and in full in order to determine the veracity of the reported situation.

• Respect and Dignity: Anyone who seeks advice or wishes to report an incident will be treated with the utmost respect and dignity, respecting at all times the fundamental rights of the persons involved in potential breaches. Before making evaluations of the reported disputations, the third parties and/or employees affected will be entitled to give the reasons and explanations they consider necessary.

• Grounds: Any decision must be made in reasoned, proportionate and appropriate manner, considering the circumstances and environment in which the events have taken place.

We expect Suppliers to act in a professional manner in accordance with the highest standards of integrity. Use of the Whistleblowing Channel must be consistent with this responsibility.

5. Acceptance of the code of conduct

All Suppliers must accept and undertake to abide by this Code and make this Code known to their employees. For this purpose, Suppliers will implement internal processes to put in practice the necessary principles and values to ensure ethical and responsible behaviour under this Code of Conduct.

By accepting this Code, Suppliers agree that they will be automatically bound to any subsequent adaptations or updates of this document that will be duly communicated to them.