EXHIBIT 11.1
EMPRESAS ICA SOCIEDAD CONTROLADORA, S.A. DE C.V.
CODE OF BUSINESS CONDUCT AND ETHICS
INTRODUCTION
The Code of Business Conduct and Ethics (the "Code") is a guide to ethical
and honest decision-making and is applicable to all supervisory and management
personnel (the "Officers") of Empresas ICA Sociedad Controladora, S.A. de C.V.
and its subsidiaries (the "Company").
The Officers of the Company are committed to uncompromising integrity in
all that they do and how they relate to each other and to persons outside the
Company. While the standards in the Code are mainly based on the Ley de Mercado
de Valores (the "Securities Market Law"), the bylaws of the Convention of the
Organization for Economic Cooperation and Development (OECD) and the
Sarbanes-Oxley Act of 2002, in some cases they go beyond legal obligations. In
this respect, the Code reflects the values that define the Company and the
principle that the Company must strive to avoid any circumstances that may give
rise to even an appearance of impropriety. The standards in this Code may be
further explained or implemented through policy memoranda or other compliance
manuals, including those relating to specific areas of the Company's business.
This Code is available on our intranet and at the General Counsel's and Human
Resources' offices.
Each Officer is personally responsible for making sure that the Company's
business decisions and actions comply at all times with the letter and spirit of
this Code. Given the pace of changes of our industry, no set of standards should
be considered the final word in all circumstances. Whenever any doubt arises
about the application of any legal standard or where a
situation is not addressed herein that presents an ethical issue, guidance
should be sought from the Office of the General Counsel. In addition, each
Officer has a duty to report behavior on the part of others that appears to
violate this Code or any other compliance policy or procedure of the Company.
All supervisory and management personnel including the Officers and
members of the Board of Directors have a responsibility to lead according to the
standards in this Code, in both words and action. Our supervisory and management
personnel are expected to adhere to and promote our "open door" policy. This
means that they are available to anyone with ethical concerns, questions or
complaints. Concerns, questions or complaints may also be posed to any member of
the Board of Directors, whether an Officer or an independent director. All
concerns, questions and complaints will be handled promptly, confidentially and
professionally. No retaliation will be taken against any employee for raising
any concern, question or complaint in good faith.
The following standards of conduct shall apply to all Officers. Any person
who violates the following standards of conduct will be subject to prompt
disciplinary action, which may include dismissal for cause.
ETHICAL STANDARDS OF BUSINESS CONDUCT
COMPLIANCE WITH THE LAW
It is the Company's policy to be recognized as an entity that abides by
and honors the law. Wherever the Company does business, the Company's Officers
are required to comply with all applicable laws, rules and regulations. Officers
are also responsible for the fulfillment of
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agreements, copyright concessions, licenses, patents, confidentiality agreements
and any other contractual obligation undertaken. The standards in this Code
shall be interpreted in light of the law and practices of the countries where
the Company conducts business, as well as good common sense. There is no excuse
for the violation of this Code; the reasons "because everybody does it" or "it's
not illegal" are not acceptable.
CONFLICTS OF INTEREST
The Company recognizes and respects the rights of Officers to engage in
activities that are private in nature and do not in any way conflict with the
interests of the Company or reflect poorly on the Company. No Officer may engage
in any activity or establish any relationship that might be construed as a
conflict of interest or might reflect negatively on the Officer's loyalty to the
Company.
A conflict of interest occurs whenever personal interests interfere with
any of the Company's interests.
In order for the Company to carry out its business effectively, it must be
assured of its Officers' loyalty. Hence, Officers must refrain from entering
into relationships that might impair their judgment as to what is best for the
Company. Even relationships that give the appearance of a conflict of interest
should be avoided. These standards cannot be avoided by acting through a third
party outside of the Company.
There are many different ways in which conflicts of interest arise. For
example, personal financial interests, obligations to another company or
governmental entity or the desire to help a
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third party are all factors that might divide an Officer's loyalties. For
clarification, below are set out the Company's policies about several common
types of conflict of interest.
Any Officer who believes it is not possible to avoid a conflict of
interest in a particular situation, must disclose in writing the whole
circumstances surrounding the case and make it known to his or her boss, who
shall in turn submit it to the Office of the General Counsel, and whenever
necessary, the General Counsel shall submit it to the Audit Committee.
CONFLICTS OF INTEREST ARISING FROM PROFESSIONAL RELATIONSHIPS WITH THIRD
PARTIES
The Company's Officers may not work for or receive compensation for
services provided to any client, distributor or supplier of the Company.
In addition, they may not serve on the board of directors of another
company or of a governmental agency without the advance approval of the
Company's General Counsel. Many of these situations are likely to present
conflicts of interest. Even where approval is granted, the Officers must
take appropriate steps to separate Company and non-Company activities. The
Office of the General Counsel will assist in determining what steps are
appropriate.
CONFLICTS OF INTEREST ARISING FROM INVESTMENTS
Officers may not invest in any competitor, client, distributor or
supplier of the Company, other than normal stock and bond transactions of
publicly traded companies, and may not speculate or deal in materials,
equipment, supplies, property or services purchased by the Company. In
addition, Officers may not invest in any competitor, client, distributor
or supplier if these investments would influence, or appear to influence,
their actions on behalf of the Company. If there is any doubt about how an
investment
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might be perceived, it should be discussed in advance with the Office of
the General Counsel.
CONFLICTS OF INTEREST ARISING FROM THE USE OF THE COMPANY'S TIME AND
ASSETS FOR PERSONAL BENEFIT
Officers may not perform non-Company work or solicit that work on
the Company's premises or while working on the Company's time, including
any paid leave granted by the Company. The use of Company assets
(including equipment, materials, resources or proprietary information) is
prohibited for any outside work or personal benefit.
CONFLICTS OF INTEREST ARISING FROM LOANS GRANTED TO EMPLOYEES
Loans to and guarantees of obligations of Officers and incurred for
personal reasons can also present conflicts of interest. Such loans are
prohibited by law in the case of the Company's directors and executive
officers. It is the Company's policy that such loans will generally not be
made to other employees.
CONFLICTS OF INTEREST ARISING FROM ACCEPTANCE OF GIFTS AND COURTESIES
The acceptance of gifts and courtesies by Officers or members of
their family may present a conflict of interest. While gifts of nominal
value not to exceed 25 times the minimum wage in Mexico City are allowed,
employees and their family members are prohibited from accepting anything
that might reasonably be deemed to affect their judgment or that is
accompanied by any express or implied understanding that the recipient is
in any way obligated to do something in exchange for the gift.
Accordingly,
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Officers may accept courtesies, but only insofar as it is reasonable in
the context of the business at hand and facilitates the Company's
interests. Officers are strictly prohibited from soliciting gifts,
gratuities or business courtesies for the benefit of any family member,
friend or third party.
CONFLICTS OF INTEREST ARISING FROM FAMILY MEMBERS AND CLOSE PERSONAL
RELATIONSHIPS
The Company's standards of conduct are not intended to intrude on
Officers' personal lives. Situations may arise, however, where
relationships with family members and friends create conflicts of
interest. Officers are prohibited from being in the position of directly
supervising, reviewing or having a substantial influence on the job
evaluation or salary of their close relatives. Officers who have family
members or friends that work for businesses seeking to provide goods or
services to the Company may not use their personal influence
inappropriately to affect negotiations. Officers who have relatives or
friends that work for competitors shall not provide any information about
the Company nor receive and dissipate information about the competitor
within the Company.
CONFLICTS OF INTEREST ARISING FROM PUBLIC SERVICE ACTIVITIES
We encourage Officers to be active in the political and civic life
of their communities, including charitable or educational activities. When
doing so and making any public communication, they should clarify that
their views are theirs individually and are not being expressed as an
employee of the Company. Participation in or service to the community may
create situations in which a conflict of interest with the Company could
arise. This could occur, for example, where the community is engaged in a
negotiation with the Company for goods or services or with respect to some
other matter.
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The Officer may be required to abstain from any decision where these
circumstances exist, depending on the Officer's position within the
Company and other factors. Before participating in such a decision, the
Officer should seek advice from Representatives of the community and the
Company's General Counsel. If the Officer does abstain, the Officer should
make it clear that his or her action is to avoid a potential conflict of
interest or the appearance of one. An Officer may not engage in any type
of solicitation or distribution activities not relating to the business of
the Company on Company premises without the approval of his is or her
boss.
An Officer may not make any political contribution as a
representative of the Company. Officers must also avoid lobbying
activities or even the appearance of lobbying any governmental body or
public official for personal gain or a third party's benefit as a
representative of the Company.
CORPORATE OPPORTUNITIES
Officers may not appropriate to themselves, or to any other person
or organization, the benefit of any business venture, opportunity or
potential opportunity that they learn about in the course of their
employment and that is in the Company's line of business without first
obtaining the Company's consent. It is never permissible for any employee
to compete against the Company, either directly or indirectly. Officers
owe a duty to the Company to advance its legitimate interests when the
opportunity to do so arises.
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ABUSE OF PRIVILEGED INFORMATION
In the course of their duties, Officers may be exposed to
information about the Company or other companies that is not available to
the general public. The use of such non-public information for securities
trading purposes is strictly forbidden, whether by such Officer or any of
his or her family members or any other person to whom such Officer may
have provided the information. It is not only unethical, but also illegal
and could expose the Officer to civil and criminal penalties.
Applicable laws prohibit anyone who possesses "material" non-public
information about a company to trade its stock or other securities.
"Material" information is usually defined as any information that might
influence a reasonable investor to buy, sell or hold stock. Common
examples include financial results, financial forecasts, possible mergers,
acquisitions or divestitures, significant product developments and major
changes in business direction. Applicable laws also prohibit anyone who
possesses material, non-public information from using it to tip anyone
else who might trade on it.
Violation of the stock exchange regulations may result in civil and
criminal penalties, including fines or jail sentences. Officers who are
uncertain about the legal rules governing purchases and sales of
securities should consult the Company's General Counsel before trading.
Any Officer who engages in insider trading will be subject to immediate
termination.
CONFIDENTIAL AND PROPRIETARY INFORMATION INCLUDING PATENTS
Information is a valuable corporate asset. All Officers have a duty
to safeguard confidential and proprietary information about the Company
and information that our suppliers
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and clients have entrusted to us. Generally speaking, confidential and
proprietary information is information that has not been disclosed to the
general public or that gives our business an advantage over our
competitors or could expose us to harm or liability if released
prematurely or inappropriately. Common examples include formulas, patents,
registered trademarks and trade secrets, technology and exclusive
processes, construction processes and alternative processes, as well as
financial information, corporate strategy and information about
relationships with our clients and suppliers. Any Officer who is unsure
about whether information should be treated as confidential or proprietary
must consult with his or her boss or the Company's General Counsel.
All Officers must remain conscious at all times of their duty to
protect confidential and proprietary information. In no event may Officers
discuss or post any confidential or proprietary information in public
places. Officers may not disclose confidential or proprietary information
to third parties without the express consent of the General Counsel,
unless this is otherwise legally required.
The duty to preserve the Company's confidential and proprietary
information is not limited to the Officers' period of employment, but
continues even after they have left the Company.
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FAIR TREATMENT
The Company is committed to treating fairly and honestly its clients,
suppliers, competitors and employees.
FAIR TREATMENT OF OUR CLIENTS
Doing business in an honest and fair manner with our clients means
that we must earn their business based on the quality of our services and
our ability to fulfill our commitments. Where our services are required to
meet client specifications, Officers are prohibited from using false data
or manipulating data in such a way as to suggest compliance with these
specifications when it has not been achieved. In addition, it is against
the Company's policy to refuse to deal with clients because they are also
procuring services from our competitors (failure to adhere to this policy
could also constitute a violation of antitrust laws). Officers responsible
for client invoicing are required to reflect accurately on invoices the
cost of services or products purchased and all other terms.
Officers may not offer clients any benefit, reward or premium that
violate applicable law or our business practices or policies. When doing
business, it is permitted to engage in reasonable marketing and
advertising of the Company, including traditional promotional events,
provided however they do not infringe upon any law or regulation nor
expose the Company to any contingency.
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FAIR TREATMENT OF OUR SUPPLIERS
Doing business in an honest and fair manner with our suppliers means
that Officers responsible for buying or leasing materials and services on
behalf of the Company must do so objectively. Suppliers shall be selected
on the basis of price, quality and desirability of their goods and
services. Officers must not accept or seek out any benefit from a supplier
or potential supplier that would even appear to compromise their judgment.
In addition, it is against Company policy to require that suppliers give
up trade with our competitors or procure our services in order to continue
their relationship with us. Failure to adhere to this policy could also
constitute a violation of antitrust laws.
FAIR TREATMENT OF OUR COMPETITORS
It is the Company's policy to compete solely on the merits of our
products and services. Accordingly, any false or misleading statements or
innuendo about our competitors or their products or services is forbidden.
All comparisons of our services with those of our competitors must be
accurate and factually supported.
Officers are strictly forbidden from using any illegal or unethical
methods to gather competitive information. This includes the appropriation
of business, proprietary or confidential information or attempting to
induce disclosure of such information by past or present employees of
other companies through misrepresentation or other means. Anyone with any
doubt about the legality of information they possess or the means by which
it was gathered should consult with the Office of the General Counsel.
Officers should treat information about our competitors with sensitivity
and discretion. This
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information should be made available only in the proper context and to
employees with a legitimate need to know.
COMPETITION RESTRICTIONS
In most countries there are laws that govern the ways in which the Company
may compete. The purpose of these laws, sometimes known as "competition" or
"antitrust" laws, is to prevent interference with a competitive market system.
Under these laws, companies or individuals may not enter into formal or informal
agreements with other companies or individuals or engage in certain other
activities that unreasonably restrict competition. Illegal practices can
include, among others, price fixing, allocating clients or territories or
unlawfully abusing a dominant market position.
In contacts with competitors, Officers are generally prohibited from
discussing competitively sensitive information, such as pricing policies,
contract terms, alternative processes to be proposed to clients, costs,
inventories, marketing and product plans, market surveys and other proprietary
or confidential information. Such discussions or any collaboration with a
competitor about competitively sensitive matters can be illegal. Under certain
circumstances, however, Officers are allowed to discuss confidential information
with competitors, with the prior approval of the Company's Office of the General
Counsel. Officers are required to report promptly to the Company's General
Counsel any instance in which a competitor has raised any of these topics or
otherwise suggested collaboration with respect to any of them.
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FAIR TREATMENT OF OUR EMPLOYEES
The Company recognizes that its employees are its most valuable
asset. The Company values the contributions that each of its employees
makes and is committed to treating every employee with respect. This
includes preserving the confidentiality of employee records, refraining
from unwarranted intrusions into employees' privacy and supporting to the
greatest extent possible employees' aspirations in the workplace.
AUSTERITY
It is the Company's policy to operate in an austere, but productive
manner, through the efficient use of resources and limiting of useless and
superfluous expense.
PROTECTION AND PROPER USE OF COMPANY ASSETS AND OTHER RESOURCES
The Company's success requires a commitment on the part of all of its
Officers and employees to the proper allocation and use of its assets, tangible
and intangible. For these purposes, the Company's assets include any equipment,
supplies, real estate, tools, inventory, funds, computer systems and equipment,
computer software, computer data, vehicles, records or reports, non-public
information, intellectual property or other sensitive information or materials
and telephone, voice mail or e-mail communications, as well as Company funds in
any form. The Officers and employees have a duty to protect the Company's assets
from loss, damage, misuse, theft or sabotage, as well as ensuring the efficient
use of the Company's assets. The Company's assets are to be used for business
purposes only. Management must approve any use of Company assets or services
that is not solely for the Company's benefit.
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ACCURATE BOOKS AND RECORDS
The Company is required by applicable law to make sure that its books and
records accurately and fairly represent transactions and dispositions of our
assets in reasonable detail. It is a violation of the Company's policy, and
possibly illegal, for any Officer to cause our books and records to be
inaccurate in any way. Officers must never create or participate in the creation
of records that are misleading or artificial.
Officers are expected to cooperate fully with internal and independent
auditors. In particular, Officers must strictly respect the following
requirements:
- ACCESS TO COMPANY ASSETS, TRANSACTIONS ON MANAGEMENT'S
AUTHORIZATION
Access to Company assets is permitted only in accordance with
management's general or specific authorization. Transactions must be
executed only in accordance with management's general or specific
authorizations. Transactions involving the Company must be recorded
to permit preparation of the Company's financial statements in
conformity with generally accepted accounting principles and related
requirements and to maintain accountability for the Company's
assets.
- ACCURATE BOOKS AND RECORDS
All Company books and records must be true and complete. It is
strictly forbidden to carry out false or misleading accounting
entries, to omit the recording of any liability or to fail to
disclose any bank account, as well as to acknowledge non-existing
assets for any purpose. The Company shall sanction Officers and
employees that engage in any of the aforementioned practices.
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- PROPER PAYMENTS
No Officer may authorize payment of Company funds knowing that any
part of the payment will be used for any purpose other than the
purpose described in the documents supporting the payment.
- APPROPRIATE INTERNAL CONTROLS
Administrative and accounting controls must be implemented to
provide reasonable assurance that the Company is in compliance with
the above requirements and that financial and other reports are
accurately and reliably prepared, and fully and fairly disclose all
required or otherwise material information.
COMPLETE, ACCURATE AND TIMELY DISCLOSURE
The Company is a public entity and its shares are listed for trading on
one or more exchanges. As a result, the Company is obligated to make disclosures
to the public. The Company is committed to full compliance with all requirements
applicable to its public disclosures. The Company has implemented disclosure
controls and procedures to assure that its public disclosures are timely,
compliant and otherwise full, fair, accurate and understandable. All Officers in
charge of preparing public disclosures have a responsibility to assure that such
disclosures and information are complete, accurate and in compliance with the
Company's disclosure controls and procedures.
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DISCRIMINATION OR HARASSMENT
The Company is committed to providing a work environment that is free from
any form of illegal discrimination based on race, ethnic group, gender, beliefs,
religion, age, disability or sexual preference. It is our policy to provide
equal opportunity to all employees with regard to hiring, pay rates, training
and development, promotions and other terms of employment. Employment decisions
will comply with all applicable employment laws.
The Company will not tolerate harassment, including sexual harassment, in
any form. This includes verbal or physical conduct that demeans or threatens any
employee, creates a hostile work environment, unreasonably interferes with an
individual's work performance or otherwise adversely affects an individual's
employment.
HEALTH AND SAFETY
The Company strives to provide its employees with a safe and healthy work
environment. All Officers are responsible for helping to achieve this goal by
following safety and health rules. Employees must know the safety procedures
applicable to their respective work sites and must observe those procedures. The
Company strives to take preventative measures to dissuade the consumption of
drugs or harmful substances and the consumption of alcoholic beverages in excess
by employees and Officers.
ENVIRONMENT
The Company has made a commitment to clients, shareholders, government
authorities and the community to prevent pollution, better the environment and
comply with all environmental laws and regulations.
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PAYMENTS TO GOVERNMENT PERSONNEL
Practices that are considered acceptable in the commercial business
environment, such as providing meals, transportation, entertainment, gifts or
other things of value, may violate certain local, state, federal or foreign laws
when the Company is dealing with governmental agents. The Company's Officers
must not give anything of value to governmental officials or employees if this
could be interpreted as an attempt to curry favor on behalf of the Company. If
there is any uncertainty about permitted interactions with governmental agents,
the Company's General Counsel is to be consulted.
Commercial bribery or payoff of any nature that seeks performance or
non-performance is a violation of Company policy and is illegal under federal
and state law, as well as under the provisions of the OECD Convention and the
laws of the United State. Before making any payment or giving anything of value
to any domestic or foreign government official, Officers must consult with the
Office of the General Counsel. This includes making any payments through
intermediaries, such as sales representatives, advisors or consultants. Any
violation of applicable anti-corruption law may result in substantial civil and
criminal penalties for both the Company and the individuals involved. It is
strictly forbidden to offer any form of bribe, kickback or inducement to any
person.
EXEMPTIONS TO THE CODE OF BUSINESS CONDUCT AND ETHICS
Any request for a waiver or exemption of any standard in this Code must be
granted in advance by the Company's General Counsel. Waivers and exemptions
involving any of the executive officers or members of the Board of Directors may
only be granted by the Board of Directors or the Audit Committee. All waivers
and exemptions granted to executive officers or
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directors shall be publicly disclosed to the Company's shareholders. All
employees should be aware that the Company generally will not grant such waivers
or exemptions and will do so only when doing so is fully justified.
GOVERNMENT INVESTIGATIONS
The Company will cooperate fully with any governmental investigation. Any
Officer who reasonably believes that a government investigation or inquiry may
be threatened or under consideration with respect to any of the Company's
operations or practices (including any outside such Officer's scope of
responsibilities) should so notify the Company's General Counsel and provide the
basis for such belief. Routine dealings with the government, such as our tax
audits and environmental inspections, are not covered by this standard.
The Company may not always be able to protect both its own interests and
those of Officers, without giving rise to a conflict of interest. In that case,
the Officer may need his or her own counsel. Whether the Company can pay for the
Officer 's legal expenses will depend on legal or other restrictions and the
facts and circumstances of the matter.
AUDITS, INVESTIGATIONS, DISCIPLINARY ACTION
The Company may conduct periodic audits of compliance with this Code.
Allegations of potential wrongdoing will be investigated by the proper corporate
or departmental personnel and, upon the advice of the General Counsel, will be
reported to the Board of Directors or to the Audit Committee and to the relevant
authorities. Employees are warned that knowingly false accusations of misconduct
will be subject to disciplinary action. All Officers are required to cooperate
fully with any internal or external investigation. Officers must also maintain
the
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confidentiality of any investigation and related documentation, unless
specifically authorized by the Company's General Counsel to disclose such
information.
Appropriate disciplinary penalties for violations of this Code may include
reprimands, restitution or even termination of employment. Disciplinary action
may also extend to a violator's supervisor insofar as the Company determines
that the violation involved the participation of the supervisor or reflected the
supervisor's negligence.
Any individual who takes any action whatsoever in retaliation against any
employee who has in good faith raised any question or concern about compliance
with this Code will be subject to several sanctions, which may include
termination of employment for cause.
The Company's document retention policies strictly prohibit the
destruction or alteration of documentation undertaken with the intent to
obstruct any pending or threatened investigation or proceeding of any nature or
in contemplation of a proceeding.
WHERE TO OBTAIN ADVICE CONCERNING THE CODE
Officers with questions concerning this Code of Business Conduct and
Ethics shall first approach his or her supervisor. The Company's "open door"
policy gives Officers and employees the freedom to approach any member of
management with ethical questions or concerns without fear of retaliation. All
questions, concerns and complaints submitted by Officers and employees in good
faith shall be addressed professionally and expeditiously and without any risk
of retaliation or sanction of any kind.
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ACKNOWLEDGEMENT
I acknowledge that I have received, read and understood the Company's Code
of Business Conduct and Ethics and that my conduct as an Officer of the Company
shall at all times comply with the standards and policies set out in the Code,
as well as any other policy of the Company.
Name: ______________________________
Date: ______________________________
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