Compliance management, compliance system and ethics

GRI: [ 103-1(205), 103-2(205), 103-3(205), 205-1, 205-2, 205-3 ]

CSR strategy for 2016-2020. One of the key areas and objectives for the strategy was “Eliminating the risk of unethical conduct”. They are also regulated by the group-wide policy of Ferrovial Group, including:

Principles of the Anti-Corruption Policy,
Principles of the Human Rights Protection.

In practice, monitoring of compliance with the applicable rules and inspections are carried out by our Office of Internal Control. The President of the Management Board supervises them. The Office of Internal Control is responsible for the identification and analysis of risks in our Group, as well as for the prevention of factors causing them. At the same time, it examines the activity of particular organisational units and subsidiaries. In the case of completed investments, the Office analyses the contract performance process, use of owned resources, draws up reports and issues instructions to take corrective actions. According to the implemented Procedure titled “Final Contract Settlement”, after the completion of each construction project, the Office of Internal Control personnel inspects final settlements of purchased and built-in construction materials.

All key projects are analysed with regard to the corruption risk. The special form is filled by 100% of the controlled entities. In turn, inspections on contracts of lower value are ad hoc and random. A post-inspection report does not disclose any tools used for their monitoring, considering them confidential. The Group assesses making such information public, in particular the analysis method, as potentially contributing to the reduction of their effectiveness and to an increased risk of unethical conduct. Risk monitoring is conducted in monthly, fortnightly or, if necessary, weekly cycles.

The Office of Internal Control may also carry out additional inspections. Its role is also to take preventive actions and build awareness of our employees with regard to the risks and activities that may lead to them. To this end, the Office of Internal Control has also prepared the guide for the Contract Director/Manager, describing production processes allowing for safe and correct contract performance based on applicable procedures and instructions. In addition, all employees and suppliers must familiarise themselves with the anti-corruption policy and procedures. All employees – newly hired and with long experience – must become familiar with applicable anti-corruption procedures during regular training sessions.

GRI: [ 102-16, 103-1(405), 103-2(405), 103-3(405), 103-1(406), 103-2(406), 103-3(406), 103-1(412), 103-2(412), 103-3(412) ]

The potential corruption is, of course, only one of a number of many unethical actions. Other factors certainly include the risk of disregard for human rights, including discrimination against persons on grounds of any characteristic (e.g. sex, age, education, religion, belief, sexual orientation). It is also possible to talk about the threat of harassment or a breach of ownership. Documents which allow to counteract the risk of unethical behaviour in everyday work at the operational level include the Compliance Policy and the Code of Ethics. The first one defines the Compliance System, which includes, among others, the Code of Ethics. The documents specify the principles allowing for prevention from any form of unethical behaviour, including corruption and bribery, and any form of discrimination. The rules expressed in the Compliance Policy and the Code of Ethics apply to all employees and persons employed by contractors of Budimex SA.^[1]

The Ethics Committee is responsible for the compliance with the Code of Ethics and for the monitoring of the compliance of the professional ethics standards with the rules of the Code of Ethics. This Committee is appointed by the President of the Management Board and is composed of:

Member of the Management Board, Director of the HR Management Division,
Member of the Management Board, Director of the Legal and Organisational Division,
Director of the Office of Internal Control.

Every year the Ethics Committee draws up a report on its activities, which is then submitted to the Management Board and to the Audit Committee of the Supervisory Board.

The main principles of the Compliance Policy include:

consideration for the law,
ethics and honesty in conducting activity,
transparency of activities of the Group’s companies,
zero tolerance for activities contrary to the law or to the Compliance System.

The Compliance Policy introduces the so-called Compliance System, aiming at adopting and enforcing internal regulations properly. Supervision over the proper application of and adherence to the Compliance Policy is exercised by the Chief Compliance Officer appointed by the Company’s Management Board, the Deputy Chief Compliance Officer, and the Compliance Committee established at the request of the Chief Compliance Officer. It includes representatives of every organisational division of the Company. The Chief Compliance Officer is a Member of the Management Board, Director of the Legal and Organisational Department.

Adherence to the Compliance Policy concerns the observation of the law and articles of association of Budimex SA and the Code of Ethics, regulations, policies, procedures, instructions, etc. in force in companies, particularly those related to the minimisation of the risk of participation of our employees in any activity that has features of corruption or influence peddling.

All the information about the Code of Ethics and Compliance Policy are available on the company intranet – Budinet. Each new employee familiarises itself with the Code of Ethics. Since 2017, the compliance matters and ethics contained in them constitute a part of regular training activities for employees.

All our employees have access to the information and tools enabling them to report the observed violations and irregularities. Apart from the usual forms of communication, the Company has also made available:

dedicated compliance communication channels such as: – compliance emergency phone number +48 789 404 104, special e-mail address compliance@budimex.pl or etyka@budimex.pl and electronic platform for anonymous reporting,
option of reporting in person to the Chief Compliance Officer or its Deputy.

If a reporting person expresses such a wish, it remains anonymous. Everybody receives the assurance of no disciplinary sanctions to be used in connection with the fact of making a report. There are also reports made outside the above-mentioned communication channels, e.g. in the form of letters sent directly to the President of the Management Board or to members of the Management Board. In such a case, they are transferred directly to persons responsible for their consideration.

All the reports are investigated with maintenance of the confidentiality standards and may constitute the basis for development of facilitating and remedial measures. Every breach is recorded in writing together with recommendations or guidelines for further actions to be taken by a given organisational unit concerned by the report. The Chief Compliance Officer, in cooperation with the Compliance Committee and/or the Office of Internal Control, analyses every report in detail.

GRI: [ 406-1 ]

The Chief Compliance Officer is also obliged to regularly provide the Management Board and the Supervisory Board with reports containing information on the actions that have been taken in order to explain the given report (at least for a period of three months). Furthermore, the Supervisory Board’s Audit Committee may request a report for a given period at any time. In 2019, six reports regarding non-compliance with the provisions of the Code of Ethics and/or Compliance Policy in Budimex SA were examined, including three related to staff matters, two – potential careless management, one breach of procedures. None of the events covered by the reports was confirmed and did not lead to financial losses in Budimex Group.

^[1] At the same time, the contractors are bound by the “Rules of conduct for contractors of Budimex SA”, which obligate them to refrain from bribing authorities and public officers and to ban their employees from giving and receiving from third parties any undue payments of any kind, gifts, donations or favours not covered by customary market activities, or which, due to their value, nature or circumstances, may affect the development of trade, official and professional relations participated by the company.