EXHIBIT 11.1
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BUSINESS ETHICS AND CONDUCT CODE
EMPRESAS ICA, S.A.B. DE C.V.
BUSINESS ETHICS AND CONDUCT CODE(1)
INTRODUCTION
This Business Ethics and Conduct Code is a guide that promotes honesty and
ethical behavior and it shall be applicable to all Supervision and Direction
personnel (the Officers) of Empresas ICA, S.A.B. de C.V., and its Subsidiaries
(The Company).
The officers of the Company are committed, without concession, in everything
they do and in the manner which they relate with one another and with outsiders
to the Company. Notwithstanding that the legal standards of the Code contain
provisions derived from the Securities Market Law, the bylaws of the Convention
of the Organization for Economic Co-operation and Development (OECD) and
provisions contained in the Sarbanes Oxley Act, in some cases they go beyond
these legal obligations. In this regard, the Code reflects the values defining
the Company and its interest in preventing any circumstance resulting from
conduct that is or seems improper. The standards of this Code may be explained
in detail or implemented through observance manuals, including those related to
specific areas of operation of the
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1 Approved by the Board of Directors on May 3, 2004.
Revised and amended by the Corporate Practices Committee on January 15,
2007 and approved by the Board of Directors on January 29, 2007.
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Company. This Code is available in our inner net (intranet), and the General
Counsel's and the Human Resources' offices.
Each one of the officers is personally responsible for making sure that
decisions and actions of the operation of the Company comply at all times with
the text and spirit of this Code. Given the speed of the changes in the
industry, no set of legal provisions may be considered the last word in every
circumstance. Whenever any doubt may arise in connection with the application of
any legal provision or whenever no precedent of a specific situation involving
an ethical issue exists, consultation must be requested at the General Counsel's
Office. Further, every officer is under the obligation to report other
employees' behavior whenever such behavior seems to violate this Code or any
other observance policy or procedure of the Company.
All Supervising and directing personnel, including the officers and members of
the Board of Directors of the Company, are bound to proceed in all cases, under
the standards of this Code, both orally and factually. It is expected that the
Supervision and Directive personnel promote and adhere to the "open door"
policy. This means they must be available to any employee or officer having any
concerns, questions or complaints on ethical issues. These may also be taken
before any regular member of the Board of Directors of the Company, whether an
officer of the Company or an independent director. Any concerns, questions or
complaints shall be received and handled with promptness, confidentiality and
professionalism. No reprisals are to be taken against any employee who may
submit any concern, question or claim in good faith.
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BUSINESS ETHICAL AND CONDUCT STANDARDS
The following standards of conduct shall apply to all officers. Any violations
to the aforementioned standards shall result in an immediate disciplinary action
that may include termination of employment with cause.
OBSERVANCE OF THE LAWS
It is the Company's policy to be recognized as an entity that honors legal
provisions. Regardless of the place where the Company does business, it is
necessary that the Company's officers comply with the laws, rules and other
applicable provisions. The officers are also responsible for the fulfillment of
agreements, copyright concessions, licenses, patents, confidentiality agreements
and any other contractual obligation undertaken. The provision of this Code
shall be interpreted in the light of the law and practices of the countries
where the Company conducts its business, as well as with common sense. There is
no excuse for the violation of this Code; the reasons "because everybody does
it" or "it is not illegal" are not acceptable.
CONFLICT OF INTERESTS
The Company acknowledges and honors the rights of its officers to participate in
activities of private nature that do not imply any conflict of interests with
the Company in any manner whatsoever or that may derive in the detriment of the
same. No officer shall participate in any activities or establish relations that
may be interpreted as a
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conflict of interest or that may reflect negatively on the officer's loyalty
towards the Company.
A conflict of interest occurs at the moment when personal interests interfere
with any of the Company's interests.
The Company, in order to conduct its operations effectively, has to be sure of
the loyalty of its officers. Hence, the officers shall refrain from establishing
relations that may affect their judgment in regard to what is best for the
Company. Any relations that may appear as a conflict of interest shall be
avoided. These norms may not be avoided even when acting through a third party
outside of the Company.
Conflicts of interest may arise in many manners. For example, personal financial
interests, obligations with other Companies or with a Governmental Entity, or
the desire to help a third party, including family members or friends, are cases
that might divide the loyalty of any officer. In order to better understand the
most common cases of conflict of interest, several specific standards are
presented.
Any officer who believes that it is not possible to prevent a conflict of
interest in a particular situation must disclose in writing all the
circumstances surrounding the case and address it to his or her boss, who shall
in turn submit it to the General Counsel's office, and, whenever necessary, the
General Counsel shall submit it to the Corporate Practices Committee and / or
the Board of Directors.
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CONFLICT OF INTERESTS WITH THIRD PARTIES DERIVED FROM PROFESSIONAL SERVICES
The Company's officers are not allowed to work for or receive any compensation
whatsoever derived from services provided to any client, distributor or supplier
of the Company. Further, they may not act as members of the Board of Directors
of other companies, or as officials of any governmental office without the prior
approval of the Company' General Counsel. Many of these situations may represent
a conflict of interest. Even if the approval is granted, the officers shall be
careful in their actions in order to clearly separate the Company's activities
from those that are not. The General Counsel's office of the Company shall
cooperate in the determination of those actions that may be carried out.
CONFLICT OF INTERESTS DERIVED FROM INVESTMENTS
The officers may not invest in companies or transactions of any competitor,
client, distributor, or supplier of the Company, different from the transactions
with bonds or shares of public companies, and they may not speculate or trade
with materials, equipment, provisions, goods or services purchased by the
Company. Furthermore, the officers may not invest in any shares or securities of
any competitor, client, distributor or supplier, if these investments had any
influence, or may appear to have any influence, in their activities in the name
of the Company. In case of doubt on how to perceive an investment, the General
Counsel's office shall be consulted.
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CONFLICTS OF INTEREST DERIVED FROM THE USE OF COMPANY TIME AND THE COMPANY'S
ASSETS FOR OFFICERS' OWN BENEFIT
Officers shall not be authorized to carry out any work other than the Company's
or to carry out such work within the Company's facilities or within the work
schedule, including any paid leave. The use of the Company's assets (equipment,
materials, resources or information owned by the Company) shall not be allowed
for the completion of any external work or for personal use.
The Board of Directors, with the previous opinion of the Corporate Practice
Committee, will approve the policy for the use of the Company's assets.
CONFLICT OF INTERESTS DUE TO LOANS GRANTED TO EMPLOYEES
The loans granted to officers and the Company's collateral securing obligations
of officers undertaken for personal reasons may also constitute a conflict of
interest. Such loans are legally forbidden in the case of the members of the
Board of Directors and executive officers. It is the general policy of the
Company that such loans and collaterals are not granted to employees.
CONFLICT OF INTERESTS DERIVED FROM THIRD PARTIES' COURTESIES AND GIFTS
Gifts and courtesies accepted by officers or members of their families may
constitute a conflict of interest. Although gifts equivalent to a maximum amount
of 25 times the
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minimum salary in effect in the Federal District are allowed, it is forbidden to
accept anything else that may be reasonably considered to affect one's good
judgment or that may signify any understanding, whether express or implied, that
the beneficiary becomes obliged in any manner to do something in return.
Accordingly, the officers may accept courtesies, provided such courtesies do not
surpass whatever is reasonable within the business context, and further provided
it may lead to the benefit of the Company. It is strictly forbidden to officers
to solicit gifts, gratifications or business courtesies for themselves or for
any of their family members, friends or third parties.
CONFLICT OF INTERESTS DERIVED FROM RELATIONS WITH FAMILY MEMBERS AND FRIENDS
The Company's conduct standards do not intend to interfere in the private life
of the officers. Notwithstanding the foregoing, situations may arise, where the
relations with family and friends constitute conflicts of interests.
It is not allowed for officers to supervise, review or influence the evaluation
of the work or salary of their close family members. The officers that have
family members or friends that work for companies seeking the supply or actually
supplying goods or services to the Company may not use their personal influence
to affect the negotiations. The officers having family members and friends
working for the competitors shall refrain from providing information on the
Company, as well as from receiving and transferring information from inside the
Company to competitors.
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CONFLICT OF INTERESTS DERIVED FROM PUBLIC ACTIVITIES
We encourage the officers to participate in civic activities in their
communities, including activities related to education and philanthropy. When
doing so and when making any public comments, they should clarify that their
viewpoints are personal and not the Company's. The participation in or the
service to the community may also create situations where conflicts of interests
could arise. This may occur, for instance, whenever the community is negotiating
with the Company for any goods or services or any other business. The Law may
request the officer to refrain from taking any decisions when these
circumstances exist, depending of his position in the Company and other factors.
Before making such decision, the officer should look for advice from the
representative of the community and the Company's General Counsel. In the event
the officer refrains from making such decision, he or she shall explain his or
her action is intended to avoid a possible conflict of interest or the
appearance of the same. No officer may perform any service request whatsoever
that is not related to the Company's business or any that is to be carried out
in its facilities without the approval of his or her boss.
No political contributions may be made as the Company's representative. No
lobbying activities or any other activity appearing as such may be carried out
before any governmental agency or public officer using the Company's name.
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USE OF POSITION AND RELATIONS IN THEIR OWN BENEFIT
The officers shall not appropriate for themselves, or for any other person or
organization, the benefit of any company with which they hold relations, or of
any actual or potential opportunity of which they become aware in the
performance of their employment and that relates with the kind of business
conducted by the Company, without the prior approval of the same. It is not
allowed for the officers to compete directly or indirectly with the Company. The
officers shall be obliged to promote the legitimate interests of the Company
provided the opportunity to do so arises.
ABUSE OF PRIVILEGED INFORMATION
In the course of their duties, the officers may have access to information of
the Company or other companies that is not available to the general public. It
is strictly forbidden to use non-public information or internal information with
the purpose of negotiating stock or other securities, whether by the officers
themselves or by their family members or by any other person to whom the officer
may have provided information. It is not only unethical but also illegal and
could result in civil and criminal sanctions for the officer in question.
The laws forbid negotiating stock or other securities of the Company, who may
possess relevant non-public information. Usually, relevant information is
defined as any information that may influence a good faith investor to purchase,
sell or keep stock or other securities. The relevant information may include
financial results, financial
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projections, possible mergers, acquisitions or de-investments, material
development of products or services and important changes in the direction of
the Company. The laws forbid those who possess relevant non-public information
from using it to provide evidence to anyone that may deal in such information.
The violation of stock exchange laws may result in civil and criminal sanctions,
including economic sanctions or physical detention. The officers, who may not be
sure of the legal interpretation regarding the purchase and sale of securities,
shall consult the Company's General Counsel before negotiating stock or other
securities. Any officer who participates in negotiations by utilizing privileged
information shall be subject to an immediate termination of employment with
cause.
CONFIDENTIAL INFORMATION AND PATENTS
Information is a valuable asset of the Company. All the officers are bound to
safeguard the confidential information or property of the Company, as well as
the information that clients and suppliers have entrusted to them. In general
terms, confidential and proprietary information is that which has not been
disclosed to the general public, that gives the Company an advantage over its
competitors or that may expose the Company to damages and losses, when disclosed
in advance or inappropriately, such as formulas, patents, registered trademarks,
technology and exclusive processes, constructive processes, alternative
processes to be proposed to clients, as well as financial information, corporate
strategy and confidential information on relations with clients
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and suppliers, among others. Any officer who may not be sure as to what
information is to be treated as confidential or proprietary, shall consult his
or her boss or the Company's General Counsel.
All officers shall be aware, at all times, that it is their duty to protect
confidential or proprietary information. In no event may they discuss any
confidential or proprietary information in public places. They may not disclose
any confidential or proprietary information to third parties without the express
approval of the Company's General Counsel, unless a competent authority requires
this.
The obligation to preserve the confidential and proprietary information of the
Company is not limited to the period of employment with the Company. Said
obligation shall survive, even after the officers have left the Company.
FAIR TREATMENT
The Company is committed to treating all its clients, suppliers, competitors,
officers and employees in a fair and honest manner.
FAIR TREATMENT OF CLIENTS
To do business with clients in a fair and honest manner means that negotiations
must be based on the quality of the Company's products and services and on its
capacity to fulfill its undertakings. Whenever it is required that the products
or services meet
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clients' specifications, it is forbidden that officers utilize false data or
manipulate data in such manner as to pretend such specifications are met. It is
also against the Company's policies to refuse to deal with clients that are also
acquiring products or services from our competitors. Violation of this policy
may also constitute a violation of the competition or antitrust laws. The
officers in charge of invoicing clients are obliged to reflect in such invoices,
in an accurate manner, the cost of the services or products in the terms agreed
in every deal.
The officers may not offer clients any benefit, reward or premium expressly
forbidden by the laws or the Company's policies and proceedings. When doing
business it is permitted to carry out marketing and advertising procedures of
common use, including the traditional promotional events, provided, however,
they do not infringe upon the law nor expose the Company to any contingency.
FAIR TREATMENT TO SUPPLIERS
Doing business in a fair and honest manner with suppliers means that the
officers in charge of making the purchases or hiring services for the Company do
such in an objective manner. Suppliers shall be selected on the basis of price,
quality and characteristics of the goods or services. The officers shall not
accept or seek any benefit from an actual or potential supplier that may alter
their judgment or that may appear as such. It is also contrary to the Company's
policies to require suppliers to stop doing
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business with competitors or to require them to purchase the Company's products
or services as a condition for continuing to do business with them. Failure to
comply with this policy may also result in a violation to the competition or
antitrust laws.
FAIR TREATMENT TO COMPETITORS
It is the Company's policy to compete only on the basis of the merits of its
products or services. Accordingly, any false or misleading representations about
competitors or any insinuation about the same or in connection with their
products or services shall be forbidden. Any comparison of the Company's
products or services with those of its competitors shall be precise and
supported with facts.
The use of illegal or non-ethical means by officers to obtain information on
competitors is forbidden. This includes the appropriation of business
proprietary or confidential information or any attempt to induce the disclosure
of such information to employees or former employees of the corporations, by
adopting a false identity or by any other means. If any officer has any doubt as
to the legality of the information he or she possesses or as to the manner it
was obtained he or she must consult the Company's General Counsel's office. The
officers shall treat the information related to competitors with sensibility and
discretion. This information must be available only in an adequate legal and
ethical context, and opened only to those officers having a legitimate need to
know it.
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FAIR TREATMENT TO EMPLOYEES
The Company acknowledges that its officers and employers are its most valuable
asset. The Company treasures the contribution each one makes and it is committed
to treating them with respect. This includes the preservation of the
confidentiality of the records of officers and employers, refraining from
interfering in their privacy and supporting to the maximum level possible the
aspirations of those in the work place.
LIMITATIONS TO COMPETITIVENESS
The majority of countries have laws that regulate the forms in which the Company
may compete. The purpose of these laws, sometimes known as competition or
antitrust laws, is to prevent the interference with a free market. Under these
laws, the corporations or individuals are not allowed to agree in a formal or
informal manner with other companies or individuals, or to commit to other
activities that may limit free competition. Illegal practices may include, among
others, fixing prices, allocating clients or territories, or illegally using a
controlling position in the market.
It is forbidden to officers to discuss sensitive information with competitors,
such as price policies, competitive bidding and contractual terms, alternatives
of processes to be proposed to clients, unit prices, costs, inventories,
products or marketing plans, constructive processes, marketing research and
other non-public or confidential information. Such comments or any cooperation
with a competitor on competitively sensitive business may be illegal. Under
certain circumstances, however, officers are allowed to discuss confidential
information with competitors, with the prior approval of
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the Company's General Counsel's office. The officers are required to report the
Company's General Counsel as soon as possible any situation where any competitor
would have mentioned any of these matters or has suggested cooperation with
respect of any of such matters.
AUSTERITY
It is the Company's policy to operate in an austere but decorous manner, through
the efficient use of resources, limiting useless or superfluous expense.
PROTECTION AND PROPER USE OF THE COMPANY'S ASSETS AND OTHER RESOURCES
The success of the Company requires the commitment by all its officers and
employees to give adequate assignment and use to its tangible or intangible
assets. For these purposes, the Company's assets include equipment, supplies,
real estate, tools, inventories, cash, equipment and computing systems,
computing packages, computer data, vehicles, records or reports, non-public
information, intellectual property or other sensitive information or materials,
voice mails, electronic or telephonic communications, as well as any of the
Company's funds in any manner. The officers and employees are obliged to protect
the Company's assets against losses, damages, misuse, theft or sabotage, as well
as to make sure of the efficient use of the Company's assets. The Company's
assets shall be utilized only for business purposes. The
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administration shall approve any Company's use of assets or services for any use
other than for its own benefit.
ADEQUATE BOOKS AND RECORDS
The laws require the Company to verify that its books and records reflect, in a
correct and clear manner and with reasonable detail, the acknowledgement of its
transactions and composition of its assets. It is a violation of the Company's
policy and it is also illegal for any officer to influence or act in such manner
as to affect the correctness of the books and records of the Company. The
officers must not participate or favor the creation of misleading, deceitful or
false records.
It is expected that officers fully cooperate in the activities pertaining to the
in-house or external auditors of the Company. Particularly, all the officers and
employees of the Company shall strictly respect them.
ACCESS TO THE COMPANY'S ASSETS, TRANSACTIONS UNDER APPROVAL AND THEIR RECORDING
Access shall only be permitted under the specific or general authorization of
the administration. Transactions shall be carried out in accordance with the
specific or general authorization of the administration. Transactions carried
out by the Company shall be recorded in such manner as to allow the preparation
of the financial statements of the Company in accordance with generally accepted
accounting principles and
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applicable provisions to reflect the correct presentation of the Company's
assets and transactions.
ADEQUATE BOOKS AND RECORDS
All the Company's books and records shall be accurate 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 with any purpose. The Company shall
sanction the officers and employees that carry out any of the aforementioned
practices.
JUSTIFICATION OF PAYMENTS
No officer may authorize disbursements of the Company's funds, knowing that they
are to be used in part for a purpose other than the one described in the
supporting documents of such payment.
ADEQUATE INTERNAL CONTROL
The necessary administrative and accounting controls must be implemented to
provide a reasonable guarantee that the Company complies with the requirements
described above and that the Financial Statements or other reports are accurate
and reliable, and also that they reflect in a full, timely and truthful manner
the required information or that which is material.
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COMPLETE, ACCURATE AND TIMELY DISCLOSURE
The company is a public entity and its shares are registered for their
negotiation and trade among the public investors. For this reason, the Company
is obliged to make disclosures to the general public. The Company is committed
to fully comply with all the requirements that are applicable to its public
disclosures. The Company has implemented disclosure controls and procedures to
guarantee that its public disclosures are timely, comply with the applicable
regulation and that are in every way complete, truthful, accurate and
understandable. All the officers in charge of preparing the public disclosures
of the Company or those who supply information as part of this process are
obliged to make sure that such disclosures and information are complete,
accurate and that they meet the Company's disclosure controls and procedures.
DISCRIMINATION AND HARASSMENT
The Company is committed to provide a work environment free of any form of
discrimination derived from race, ethnic group, gender, beliefs, religion, age,
disability or sexual preferences. It is the policy of the Company to provide
equal opportunities to all employees in regard to their employment, salary
level, training and development, promotions and other working conditions. The
decisions on employment shall comply with all the applicable laws in labor
matters.
The Company shall not tolerate harassment, including sexual harassment, in any
form. This includes oral or physical behavior humiliating or threatening any
employee,
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creating a hostile working environment, interfering irrationally with the
individual performance of work or that in any other manner may adversely affect
responsibilities in individual work.
SAFETY AND HYGIENE
The Company endeavors to provide its employees with a healthy and safe working
environment. All the officers are responsible for supporting the achievement of
this goal by following the safety and hygiene rules. The employees must know the
safety procedures applicable to their work places and they must observe them.
The Company encourages the necessary measures to prevent its officers and
employees from consuming drugs or harmful substances and the consumption of
alcoholic beverages in excess.
ENVIRONMENT
The Company's commitment with clients, shareholders, authorities, the community
and employees is to prevent pollution, to continuously improve the environment
and to comply with all the environmental laws in effect.
BRIBERY OF PUBLIC OFFICERS
The practices that are considered acceptable in the commercial environment of
business, such as courtesies in restaurants or the provision of trips, valuable
courtesies or gifts, may result in the violation of local, state, federal or
foreign laws, when businesses are
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processed with government officials or employees. The Company's officers should
not make valuable gifts to government officials or employees, if this may be
interpreted as an attempt to seek to favor the Company. In the event of doubts
as to the permitted interactions with government officials or employees,
consultation is to be requested of the Company's General Counsel's office.
Commercial bribery or payoff of any kind seeking performance or failure to
perform is a violation of the Company's policy and also illegal under the
federal and state laws, as well as under the provisions of the OECD Convention
and the U.S. Foreign Corrupt Practices Act. Before making any payment or giving
any valuable item to any official of the domestic or foreign government, the
officers must consult the General Counsel's office. This includes the making of
any payment through intermediaries, such as sales representatives, advisors or
consultants. Any violation of the applicable anti-corruption laws may result in
severe civil and criminal penalties, both for the Company and for the
individuals involved. It is strictly forbidden to offer any form of bribery or
commission or to induce any person.
Bribery of any kind to a third party's employees or agents is a violation to the
Company's policy and it is against the law. It is strictly forbidden for
officers and employees to offer any form of bribery, commission or to induce any
person.
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EXEMPTIONS TO THE BUSINESS ETHICS AND CONDUCT CODE
Any petition of release or exemption in any manner to this Code must be
requested in advance from the Company's General Counsel. 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 Corporate Practices Committee. All
releases or exemptions granted to executive officers and directors shall be
disclosed to the shareholders of the Company. All personnel shall acknowledge
that in general, the Company will not grant any exemptions and it shall only do
so when fully justified.
GOVERNMENT INVESTIGATIONS
The Company shall fully cooperate with any governmental investigation. Any
officer who may reasonably believe that an investigation or request from the
government represents a risk or a threat of some consideration, in connection
with any of the transactions or practices of the Company, even if this
consideration goes beyond the scope of their responsibilities, shall inform the
Company's General Counsel of such situation and shall provide evidence
supporting such belief. Tax audits and environmental inspections shall be
considered as routine governmental practice and hence not included hereunder.
The Company may not always protect both its own interests and those of its
officers, without resulting in a conflict of interest. In this case, the officer
may need his or her own attorney. The fact that the Company pays the legal
expenses of the officer shall
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depend on applicable or legal or other restrictions, as well as on the facts and
circumstances of the issue in question.
AUDITS, INVESTIGATIONS, DISCIPLINARY ACTION
The Company shall carry out, through the in-house auditor on a periodic basis,
audits on the compliance with this Code. Accusations of any potential misconduct
shall be investigated by the appropriate personnel at a corporate level or at
the level of the operational unit, with the prior notice to the Company's
General Counsel, and shall be reported to the Board of Directors or to the Audit
Committee and the competent authorities. It is warned that any false accusations
of any misconduct shall result in a disciplinary action. All officers are
required to fully cooperate with any internal or external investigation.
Officers shall also keep confidential any investigation and related documents,
unless they are specifically authorized by the Company's General Counsel to
disclose such information.
The appropriate disciplinary measures derived from the violation of this Code
may include admonition, restitution or even the termination of employment.
Disciplinary actions may also include the transgressor's immediate boss, to the
extent the Company determines that the violation involved his or her
participation or reflected his or her negligence.
Any individual that carries out any action of any kind in reprisal against the
officer that submitted, with good faith, any doubt or concern as to the
compliance of this Code,
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shall be subject to several sanctions, which may include the termination of
employment with cause.
The Company's policies in regard to preservation of documents strictly prohibit
the destruction or alteration of incriminating documents in an attempt to hinder
a pending investigation, a presumable investigation, an investigation proceeding
or an investigation under study.
WHERE TO OBTAIN ADVICE
Officers who may have any questions on this Business Ethics and Conduct Code,
shall first address to his or her immediate boss. The "open door" policy of the
Company provides the officers and employees the freedom to approach any director
with ethical questions and concerns, without fear of reprisals. All
consultations submitted by officers and employees in good faith, shall be dealt
with as soon as possible, professionally and without risk of sanction of any
type.
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ACKNOWLEDGEMENT OF ACCEPTANCE
I acknowledge that I have received, read and understood the Business Ethics and
Conduct Code and that my conduct as an officer of this Company shall always
comply with the standards and policies established in the Code, as well as any
other policy of the Company.
Name:
Date:
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