Code of Conduct
Message from Management
At MEREFSA, we are committed to the highest standards of integrity, compliance and corporate responsibility. This Code of Conduct provides the framework that guides our activities and our relationships with customers, suppliers, business partners and all other stakeholders.
Its purpose is to establish clear expectations for behaviour, prevent risks and reinforce a culture based on transparency, respect, safety and excellence. Everyone at Merefsa must know, understand and apply the provisions of this Code and must raise any questions or potential breaches through the designated channels. Management firmly supports this commitment and will provide the resources required for its proper implementation.
Purpose and scope
This Code of Conduct provides the framework that guides Merefsa's actions and defines the principles that must inform the decisions and behaviour of everyone associated with the company. It applies to all employees and Management, as well as to third parties, including suppliers, agents, distributors and contractors, whenever relevant to the nature of the relationship or the service provided.
The Code applies in every country and setting in which the company operates or conducts business, and supplements applicable legislation, contractual commitments and internal policies. If this Code conflicts with applicable law or a contract, the most stringent requirement shall always be followed, while ensuring regulatory compliance and protecting Merefsa's integrity, safety, quality and reputation at all times.
Our values
Merefsa's values underpin its corporate culture and guide how people act, collaborate and make decisions at every level of the organisation. This framework governs internal conduct and relationships with customers, suppliers and other stakeholders.
Integrity and transparency
Merefsa acts honestly, consistently and rigorously in all its relationships. Commitments are fulfilled responsibly, and communications are clear, truthful and timely, strengthening trust as the basis for sound and sustainable professional relationships.
Excellence and quality
Merefsa promotes operational excellence and continuous improvement across its processes, products and services. It fosters a culture focused on prevention, learning and reducing errors, while ensuring compliance with applicable requirements and customer satisfaction. Quality is regarded as a shared, cross-functional responsibility throughout the organisation.
Health and safety
People's health and safety are an absolute priority for Merefsa. No operational or commercial objective justifies taking unnecessary risks. Employees are encouraged to identify and report unsafe conditions, intervene promptly and learn from incidents and near misses in order to prevent recurrence and protect people and facilities.
Respect, diversity and inclusion
Merefsa promotes a working environment founded on respect, collaboration and equal opportunities. All forms of harassment, discrimination and retaliation are rejected. Diversity is recognised as a source of talent and innovation and as a means of improving collective performance.
Sustainability
Merefsa incorporates environmental responsibility into its operations and value chain. Priority is given to reducing impacts, using resources efficiently and making responsible decisions in operations, procurement, design and relationships with third parties, thereby encouraging practices aligned with continuous environmental improvement.
Confidentiality and data protection
Merefsa protects its own information and that of third parties through appropriate measures and strict application of the need-to-know principle. Personal data is processed in accordance with applicable legislation and internal policies, safeguarding the confidentiality, integrity and security of the information.
Principles of conduct
Regulatory compliance and decision-making
Merefsa conducts its business in strict compliance with applicable legislation and its commitments. These include, among others, requirements relating to employment, occupational health and safety, competition law, data protection, taxation, international trade and the environment, as well as internal policies and contractual obligations.
Integrity, gifts and anti-corruption
Merefsa has a zero-tolerance policy towards bribery, corruption and facilitation payments, whether direct or indirect, including where third parties are involved, such as intermediaries, agents, consultants or business partners.
Invitations, gifts and hospitality are acceptable only when they are reasonable, occasional and transparent, and are neither intended nor likely to improperly influence a professional decision. Where financial limits or internal approval requirements apply, the relevant thresholds and procedures must be observed.
Before offering or accepting any business hospitality, the following steps must be taken: determine whether there is an actual, potential or perceived conflict of interest; check the recipient's rules and the surrounding context, for example procurement processes, audits or tenders; record the hospitality whenever required by internal policies or control procedures.
Indicative criteria (traffic light guide):
- Green (permitted): a low-value promotional item; an occasional coffee or soft drink in a professional setting.
- Amber (prior consultation required): a reasonable business meal; complimentary admission to a seminar; non-public discounts or non-standard special terms.
- Red (prohibited): cash or cash equivalents; leisure travel; lavish or repeated gifts; any hospitality offered or received during a tender, assessment or award process, or whenever it could compromise impartiality.
Financial integrity, accounting and records
Merefsa is firmly committed to financial integrity and to the reliability of its accounting and management information. All records, reports, delivery notes, invoices, expense receipts, work records and related documentation must be accurate, complete and traceable, and must faithfully reflect the transactions carried out.
Any practice intended to conceal, alter, falsify or manipulate financial or non-financial information is prohibited, as is the creation of parallel or unauthorised records. Expenses and payments must be supported by sufficient documentation, serve a legitimate purpose and comply with established approval and control processes.
Cooperation with internal or external audits, control reviews and document verification forms part of professional duties whenever required.
Prevention of money laundering and terrorist financing
Merefsa rejects all forms of money laundering, terrorist financing and the use of commercial transactions to channel funds of illicit origin. Business relationships must be conducted transparently, with counterparties properly identified and documentation that is consistent with the transaction.
Warning signs include, among others, requests for payment through unusual channels, the use of unjustified intermediaries, opaque corporate structures, payments in cash or cash equivalents, material discrepancies in counterparty information, or repeated changes to payment instructions. If there are reasonable grounds for concern, the transaction must be halted and the matter escalated in accordance with the applicable internal procedure.
Export controls, sanctions and international trade
Merefsa complies with all obligations arising from applicable rules on international trade, customs, export controls, economic sanctions and trade restrictions. No transaction may be conducted in breach of sanctions regimes, export or import prohibitions, or requirements concerning licences, authorisations or document controls.
If there is any doubt concerning the final destination, end-user, product classification, required documentation or possible restrictions, a prior review must be requested in accordance with the internal procedure before confirming the transaction, dispatching goods or providing technical documentation. Due diligence and document control are essential to protect Merefsa against legal and reputational risks in international transactions.
Fair competition and conflicts of interest
Merefsa competes fairly and complies with competition law. Agreements to fix prices, allocate markets or exchange commercially sensitive information with competitors are prohibited. This includes future prices, margins, commercial strategies, customer lists and terms of sale.
Participation in trade associations, fairs or working groups must be limited to legitimate purposes and exchanges that comply with the law, with due care taken in relation to confidential or sensitive information.
Actual, potential or perceived conflicts of interest must be declared immediately.
Information, cybersecurity and responsible use of AI
Merefsa protects information and digital assets by applying classification criteria, namely public, internal and confidential, together with proportionate controls such as access control, encryption where appropriate and the principle of least privilege. Information must be shared only with those who require it to perform their duties and only through authorised channels.
With regard to personal data, Merefsa ensures that processing complies with applicable legislation and internal policies. Data must not be downloaded, copied or transferred outside approved systems, and no unauthorised access is permitted. Any security incident or suspected incident must be reported without delay in accordance with the internal procedure.
Artificial intelligence tools must be used responsibly and under appropriate control. In particular, confidential information must not be entered into unauthorised services; generated outputs must be validated before use; where relevant, the use of AI in work or deliverables must be disclosed; and intellectual property and third-party rights must be respected.
Records management: information storage, retention and disposal
Merefsa manages information and documentation in an orderly and secure manner, in accordance with the retention periods defined by legislation and internal policies. Documentation must be stored in authorised repositories, with access controls proportionate to its sensitivity and in accordance with confidentiality requirements.
Documents may be deleted or destroyed only in accordance with established procedures and with appropriate safeguards for the information. Documents must not be destroyed, altered or concealed where there is a legal retention obligation or where they relate to audits, investigations, litigation, inspections or requests from public authorities.
Health and safety
Health and safety are an absolute priority for Merefsa. No operational, scheduling or cost objective justifies taking unnecessary risks. Required personal protective equipment (PPE) must be used, procedures must be followed, and work must be stopped whenever a serious and imminent risk is identified.
Incidents, near misses and unsafe conditions must be reported. Merefsa will investigate their causes, implement corrective and preventive actions and share lessons learned in order to prevent recurrence.
Human and labour rights
Merefsa promotes a working environment free from harassment and discrimination and does not tolerate conduct that violates human dignity. Child labour, forced labour and all forms of human trafficking are prohibited. Freedom of association and the right to collective bargaining are respected in accordance with applicable legislation.
Working conditions shall comply with obligations concerning pay, working hours and rest periods, while also encouraging practices that support work-life balance wherever possible.
Environment and the circular economy
Merefsa incorporates environmental considerations into its operations and product development. Priority is given to preventing pollution, improving energy efficiency, reducing waste and promoting circular economy practices where technically and economically feasible.
Within the supply chain, preference will be given to suppliers and solutions that help reduce emissions and promote recycling and reuse, without compromising safety, quality or compliance requirements.
Quality, product safety and traceability
Merefsa ensures that the products supplied are safe and comply with applicable legislation, contractual requirements and customer specifications. Traceability of materials, batches and processes shall be maintained, and continuous improvement principles shall be applied to prevent defects and ensure process stability.
Any deviation that could affect product conformity, user safety or regulatory compliance must be reported immediately in accordance with established internal procedures.
Use of assets, IT and social media
Merefsa's physical, financial and technological assets must be used responsibly and solely for professional purposes. The use of unauthorised software, the sharing of credentials and access to corporate systems from insecure devices or environments are prohibited.
Social media and public communications must be used with care and respect. Confidential information must not be disclosed, and no one may speak on behalf of Merefsa without express authorisation and in accordance with the corporate communication guidelines.
Responsible use of resources, expenses and travel, and operational conflicts of interest
Merefsa's resources must be used efficiently, responsibly and solely for professional purposes, unless expressly authorised otherwise. Travel expenses, allowances, reimbursements, entertainment expenses and any other business-related expenditure must serve a legitimate purpose, be reasonable and be supported by sufficient documentation, in accordance with internal approval and supporting-document requirements.
Any situation that could compromise independent judgement in operational decisions, for example personal relationships in procurement processes, supplier selection, service contracting or performance appraisal, must be declared in accordance with internal procedures. Prevention and transparency in relation to conflicts of interest form part of the standards of integrity required in professional conduct.
Relationships with customers, suppliers and other third parties
Merefsa establishes business relationships based on integrity, transparency and regulatory compliance, and promotes responsible practices throughout the value chain. Relationships with customers, suppliers and other third parties must be conducted according to professional, objective and verifiable criteria, avoiding any conduct that could compromise impartiality, the company's reputation or trust in Merefsa.
Supplier selection and assessment
Suppliers are selected, approved and assessed according to objective criteria, including quality, total cost, service level, continuity of supply, sustainability and ethical standards. Where appropriate, Merefsa may require documentary evidence and/or specific assessments to verify compliance with technical, legal and corporate responsibility requirements.
Required standards and verification
Third parties working with Merefsa are expected to uphold standards equivalent to those set out in this Code or to have comparable policies and controls in place. In proportion to the risk and criticality of the supply or service, Merefsa may verify compliance through requests for information, periodic assessments, reasonable audits or performance reviews, without prejudice to the provisions of the applicable contracts.
Integrity in business relationships
Business decisions must be based on merit and professional criteria. Any practice involving bribery, corruption, improper commissions, an undeclared conflict of interest or an improper advantage is prohibited.
Confidentiality, intellectual property and shared information
Intellectual property and technical, commercial or strategic information shared in connection with projects involving third parties must be protected using appropriate instruments, such as confidentiality agreements and specific contractual clauses. Information shall be shared only on a need-to-know basis, through authorised channels and with security measures appropriate to its sensitivity.
Use of subcontractors and associated third parties
Where a supplier or business partner engages subcontractors, it must ensure that they meet equivalent standards and that their involvement has been disclosed and, where applicable, approved in accordance with contractual requirements and internal procedures.
Ethics Channel and guidance
Merefsa promotes a corporate culture based on integrity, responsibility and trust, in which raising concerns and seeking ethical guidance are regarded as essential elements of prevention and compliance. Anyone may seek guidance or report, in good faith, facts or conduct that could constitute a breach of this Code, applicable legislation or internal policies.
Reports may be made confidentially and anonymously, and reporting persons shall be protected against all forms of retaliation. Merefsa expressly prohibits retaliation against anyone who, in good faith, seeks guidance, submits a report or assists with a review or investigation. This approach is consistent with the European and Spanish framework for the protection of reporting persons.
Scope of reports (what may be reported)
The Ethics Channel may be used to report matters including:
- Bribery, corruption, improper commissions or undeclared conflicts of interest;
- Fraud, document falsification or accounting irregularities;
- Breaches of competition law, sanctions or international trade requirements;
- Breaches relating to health and safety, the environment, or quality and traceability;
- Harassment, discrimination, or breaches of human and labour rights;
- Information security breaches, unauthorised access or improper use of personal data.
The Ethics Channel does not replace operational customer service channels or emergency and safety procedures. Where there is an immediate risk to people or facilities, established occupational health and safety procedures and emergency channels must be used.
Available channels
Ethics Channelcomite.etica@merefsa.com
Handling timeframes (acknowledgement and response)
Receipt of a report shall be acknowledged whenever possible, and follow up shall take place within a reasonable timeframe. As a reference aligned with the European standard for internal reporting procedures, acknowledgement of receipt should be issued within no more than 7 days, and information on the outcome or status of the assessment should be provided within no more than 3 months of that acknowledgement. This period may be extended in duly justified cases of particular complexity.
Safeguards for the person concerned
Merefsa shall ensure that the rights of persons concerned by a report are respected. In particular:
- Confidential handling of information and access restricted to those involved in processing the report;
- The right to be heard, where appropriate and at the proper time, without compromising the investigation;
- Presumption of good faith and proportionality in all actions;
- Data protection and disclosure of information limited to what is strictly necessary.
Management by the Ethics Committee
Reports shall be handled with due diligence, ensuring confidentiality and processing information in accordance with applicable data protection principles. The Ethics Committee shall be responsible for receiving, assessing and processing reports, including, where appropriate, initiating review or investigation proceedings and proposing corrective measures.
Misuse of the channel is prohibited. In particular, malicious reports or reports known to be false may result in disciplinary measures or other action applicable under legislation and internal procedures.
Investigations, disciplinary measures and corrective action
Every report received through the designated channels shall be analysed and assessed objectively, impartially and diligently, in accordance with applicable internal procedures and with confidentiality and information protection guaranteed at all times.
Persons concerned by a report or investigation shall have the opportunity to be heard and to provide relevant information, while upholding the principles of respect, proportionality and presumption of good faith. This is without prejudice to any precautionary measures that may be required to protect people, assets or the integrity of the process. Persons asked to assist in establishing the facts are also expected to cooperate within the applicable legal and organisational framework.
Where a breach of the Code, applicable legislation or internal policies is confirmed, Merefsa shall take disciplinary measures proportionate to the seriousness of the facts and in accordance with current legislation and the applicable internal rules. In addition, corrective and preventive actions shall be implemented to eliminate causes, mitigate impacts and prevent recurrence, including, where appropriate, improvements to processes, controls, training and supervision.
Where legally required or advisable in view of the nature of the facts, the matter shall be reported to the competent authorities and/or the appropriate legal action shall be taken.
Training, communication and responsibilities
Merefsa shall ensure that this Code of Conduct is properly communicated and shall provide regular training to ensure that it is known, understood and applied. Training may include general content for the entire organisation and targeted training for functions with greater exposure or risk, such as procurement, sales, operations and information technology, as well as for those with supervisory or decision-making responsibilities.
Management and line managers must act as role models, leading by example to foster a culture of integrity and compliance. They must also promote a working environment in which people can seek advice, raise questions and report concerns safely and without fear of retaliation, facilitating use of the designated channels and ensuring that reports are handled seriously, respectfully and confidentially.
Everyone associated with Merefsa is responsible for knowing and applying the principles of the Code in the performance of their duties and for seeking guidance whenever there is reasonable doubt about the proper course of conduct.
Governance and review of the Code
The governance of this Code of Conduct establishes the responsibilities for its maintenance, updating and proper implementation. To ensure that it remains current and appropriate, Merefsa has defined the following criteria:
- Ownership: The Ethics Committee is responsible for safeguarding the Code, interpreting it, providing internal guidance on its application and proposing improvements or updates where appropriate.
- Approval: Merefsa's Management approves the Code and supports its implementation by providing the resources needed for communication, training and compliance.
- Review: The Code shall be reviewed annually, or exceptionally whenever regulatory, organisational or contextual changes could affect its content, scope or effectiveness.
- Entry into force: The Code shall enter into force upon its official publication through the internal channels established by Merefsa and shall be binding from that date on all persons and third parties within its scope. The Code shall remain in force until the Ethics Committee approves its update, revision or withdrawal.
Commitment of third parties
Suppliers, contractors, distributors, agents and key business partners that have a relationship with Merefsa or act on its behalf must confirm in writing their adherence to the principles and standards set out in this Code or, alternatively, demonstrate that they have equivalent policies and controls aligned with those principles.
In proportion to the risk and criticality of the supply or service, Merefsa may verify compliance through reasonable mechanisms such as requests for information, self-assessments, document reviews, performance indicators or audits, in accordance with the applicable contracts and with due regard for confidentiality and current legislation.
Failure to meet these commitments may result in a requirement to implement corrective action plans, a review of the business relationship and, where necessary, suspension or termination of the contract, without prejudice to any other action available under the law.
