Compliance, ethics and integrity
A clear commitment to compliance, ethics and integrity
A commitment to compliance, ethics and integrity based on transparency and social responsibility
We have a clear commitment to compliance, ethics and integrity and we apply the principle of transparency in everything we do, how we do it and why we do it. We firmly believe that business in a company like ours must be based on strong principles and values that permeate the entire organisation, from the Board of Directors and senior management to each and every group employee, including all our suppliers and partners. All this without forgetting that such a way of doing business creates value for all our stakeholders.
That is why we promote a culture of compliance and have translated this into our own regulatory framework. The key document in this framework is our Code of Ethics, which we have implemented and supplemented with a series of policies that set out the rules for corporate behaviour and management by directors, employees and suppliers.
Policies and codes
The Code of Ethics, drawn up and approved by the Board of Directors, sets out the rules of ethical behaviour for Naturgy’s directors and employees in their daily work, relationships and interactions with all stakeholders.
It contains the commitments made by Naturgy in terms of good governance, corporate responsibility and matters related to ethics and regulatory compliance.
The Compliance Policy is an extension of Naturgy Group’s Code of Ethics and part of its Compliance Management System. It sets out the general principles that underpin this system, as well as the company’s key compliance commitments, which are intended to guide its behaviour in all areas of its business and in the pursuit of its business objectives. It also defines the roles and responsibilities involved in the Compliance Management System.
Its main objectives are to:
- Promote a culture of compliance and zero tolerance for regulatory breaches.
- Ensure the organisation’s compliance with external and internal regulations through prevention, detection, monitoring, training and response.
- Prevent potential penalties, economic loss and reputational damage.
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Naturgy’s Anti-Corruption Policy is an extension of Chapter 4.7. “Corruption and Bribery” of its Code of Ethics.
In order to meet crime prevention requirements and, in particular, to cover the main legal, reputational and economic risks faced by the group, it was deemed necessary to lay down the basic principles of an anti-corruption model, which are reflected in this policy.
The purpose of this document is to set out the guiding principles of conduct for all employees and managers of Naturgy companies with regard to the prevention, detection, investigation and remediation of any corrupt practices within the organisation.
This is a basic anti-corruption tool. It defines the conditions under which Naturgy directors and employees may accept or offer gifts to business counterparties in the performance of their professional duties.
The purpose of this document is to expand on the provisions of Chapter 4.10. “Corporate Loyalty and Conflicts of Interest” of Naturgy’s Code of Ethics, which states that employees must act with loyalty and defend Naturgy’s interests when personal interests could influence professional decisions
Its purpose is to define the guidelines that shall steer the ethical conduct of suppliers, contractors and external partners..
Its purpose is to ensure that all areas of the Naturgy Group carry out efficient and standardised corruption and reputational risk assessments and analyses, in addition to the corresponding monitoring tasks, whenever third parties are involved in the business relations of the companies that constitute the Naturgy Group.
The Code of Ethics for Suppliers has the purpose of establishing guidelines for the ethical conduct of suppliers, contractors and external partners.
Compliance bodies
The Ethics and Compliance Committee, which includes the heads of Compliance, Legal, Internal Audit, Communications and Institutional Relations, Control, and Human Resources, works to disseminate the Code of Ethics and provides advice and guidance in cases of doubt or conflict. This committee is supported by the Compliance Unit, which monitors compliance with external regulations and the policies and procedures implemented within the group to mitigate the main risks in this area. These risks include legal liability, corruption and fraud.
The Ethics and Compliance Committee also has the independent powers set out in Art. 31 bis of the Spanish Criminal Code and has the power to supervise the operation of and compliance with Naturgy’s Crime Prevention Model.
The Compliance Unit is responsible for ensuring compliance with applicable laws and regulations. To achieve this, it analyses and enforces the applicable legislation, ensuring that all activities and operations are carried out in accordance with current legal requirements and in compliance with the applicable internal regulations.
- Its activities therefore include:
- Identifying risks
- Providing instructions for prevention
- Applying controls and safeguarding against irregularities
- Seeking measures to mitigate or rectify breaches or violations
- Advising on compliance regulations and controls
It is also responsible for disseminating the Code of Ethics and ensuring compliance with its provisions and those of the Anti-Corruption Policy. The unit reports regularly on its activities to the Ethics and Compliance Committee and the Audit and Control Committee (delegated committee of the Board of Directors). The head of the Compliance Unit is also the person in charge of Naturgy’s Internal Reporting System.
Crime Prevention Model and AENOR (Spanish Association for Standarisation) Certificates
On 23 December 2010, the reform of Organic Law 10/1995 of the Criminal Code entered into force, establishing the criminal liability of legal persons in such a way that a company may be held liable for the crimes set forth in Organic Law 10/1995 and subsequent amendments (“the crimes”), whether committed in its name and by its legal and administrative representatives or by persons under its authority, and for which proper control has not been exercised.
This law also provides for certain measures by which legal persons may mitigate or discharge their responsibility, including the establishment of effective measures to prevent and detect the crimes that may be committed in the organisation.
In this regard, Naturgy has implemented a Crime Prevention Model, which establishes the control measures necessary to prevent the commission of crimes by its managers and employees under its supervision.
In 2018, Naturgy obtained AENOR certification for its Criminal Compliance Management System, in accordance with the UNE 19601 standard, and certification for its Anti-Bribery Management System, in accordance with the ISO 37001 standard.
These certificates were renewed in 2022.
Additionally, the Crime Prevention Model is audited every year by an independent third party.
Internal Reporting System
In compliance with the provisions of Law 2/2023, of 20 February, regulating the protection of persons who report regulatory violations and the fight against corruption, Naturgy’s Board of Directors has approved the implementation of the Internal Reporting System, designating the Ethics and Compliance Committee as the responsible body.
Naturgy’s Internal Reporting System includes various internal reporting channels.
The following may be submitted through the Internal Reporting System:
- Information of general interest obtained in a work or professional context regarding acts or omissions that may constitute violations of European Union law or serious or very serious criminal or administrative offences, as defined in Law 2/2023.
- Any other communication or information outside the scope established in Article 2 of Law 2/2023, which may be submitted both by employees of the Naturgy Group and by third parties outside the Naturgy Group, provided that the subject of the aforementioned inquiries and/or complaints is related to potential violations by employees or third parties that have a relationship with Naturgy.
PA computer application is available to submit this information. This application allows for verbal or written communication, complies with the criteria of confidentiality of information and data protection, and allows for the anonymous submission of information.
The following link will take you to the Naturgy Group’s Internal Reporting System Policy and Management Procedure, both approved by the company’s Board of Directors.