Soltec Power Holdings S.A. and its subsidiary companies (hereinafter called “the Group”) are devoted to the production and execution of projects of solar tracking for energy production.
As a consequence of the modifications undergone by the Organic Law 10/1995 of the Spanish Criminal Code, that came into force on the 23rd of December of 2010, and which introduced in the criminal jurisdiction the liability of legal persons, the Group has decided to launch a system of regulatory compliance and prevention of the offence in order to avoid that this type of contingencies may take place within the Group.
Within the scope of the said system, the Board of Directors and the Senior Management of the Group hereby set forth the present Policy of risk management (hereinafter called “the Policy”) as a statement of their commitment to implement a proper management of criminal risks that the Group may face, both within their activities and in its relationships with third parties, closely linked to the aims of the Group and the policies approved by the same within the scope of the programme of regulatory compliance.
2. Scope of Application
The present Policy and the entire programme of Corporate Compliance in which it is included are applicable to the whole Group and, particularly, its Board of Directors, its Senior Management, its employees as well as any other interested party.
The goals of the present Policy are mainly:
To state the commitment of the Group to integrate risk management in all the scopes and levels of performance.
To reinforce the need to integrate the risk management within the Group philosophy.
To show the leadership of the Board of Directors and the Senior Management of the Group within the risk management in the main activities of the Group and in the decision making.
To determine the authorities, liabilities and the obligation to render account of the bodies in charge of implementing the risk management.
To engage all the members of the Group and the interested parties in the commitment assumed by the Group, especially through the allocation of specific resources for the risk management.
4. Authorities, Liabilities and the Obligation to Render Account
The Board of Directors of the Group, as its supervision board, is in charge of supervising the correct implementation in the Group of the programme for the risk management, whose function corresponds to the Senior Management.
In the exercise of its functions, the Senior Management shall render accounts of this exercise before the Board of Directors. It shall also be able to delegate certain responsibilities in the Board of Compliance of the Group in those areas in which the activities for the risk management to be carried out are related to the protocols and policies of the programme of Corporate Compliance, of which the Board of Compliance is the responsible of execution.
The Board of Compliance shall also render account of the exercise of the functions delegated to it before the Senior Management. Notwithstanding the abovementioned, the Senior Management shall not be, under any circumstances, exempt from those functions delegated to the Board of Compliance.
5. Solution to Conflict Between Goals
When in the development of the programme of risk management implemented in the Group and set forth in the present Policy, there is a conflict with the goals determined in the programme of Corporate Compliance of the Group, and particularly with the goals established in the Policy of criminal compliance approved by the Group, the Senior Management shall draft an extraordinary Report of criminal risk management in order to assess the conflict that arose and to suggest the proper corrective actions so as to solve it; which shall include, among others, the review of the present Policy and the programme of Corporate Compliance as a whole.
The said report shall be addressed to the Board of Directors that, as a supervising body, shall decide in relation to its contents, and shall be able to assign the Senior Management, or any other body deemed appropriate, the responsibility of implementing all proper actions that may be finally approved.
6. Review and Improvement of the Policy and Criminal Compliance
The Group is committed to reviewing and improving continuously the present Policy and the programme for risk management. The reviews shall be carried out, in all cases, on an annual basis, without prejudice to carry out as many extraordinary reviews as may be necessary due to regulatory changes or changes within the structure of the Group, breaches of the programme or any other extraordinary circumstances that may require it.