Criminal Compliance Policy
1. Purpose of the Criminal Compliance Policy of the San Pablo CEU University Foundation
This Criminal Compliance Policy develops the provisions established in the Code of Conduct of the San Pablo CEU University Foundation (hereinafter, the Foundation) approved by its Board of Trustees, reaffirming its commitment to comply with both its ethical values and the applicable legislation, as well as with internal regulations, and defining its framework of compliance principles.
This policy is aligned with the culture of integrity and respect for the rules of the Foundation and considers not only the interests of the Foundation but also the demands that may arise from its Stakeholders. In this regard, it is a text aligned with the strategic objectives and purposes of the Foundation, and consequently, with its determination not to tolerate any conduct that could constitute a crime under current legislation. Therefore, the utmost commitment of the Board of Trustees, its governing bodies, and Senior Management, as well as all other Members of the Foundation, is required to comply with its provisions.
Based on this commitment to compliance, the expected standards of conduct for those associated with the Foundation are established, requiring their commitment to them, describing the measures adopted to supervise this mandate, and outlining the consequences of non-compliance.
2. Entities, individuals, and activities affected
2.1 Entities and individuals affected
This Policy is mandatory and applies globally to all activities carried out by the Foundation.
The Members of the Foundation must comply with its content, regardless of their position and location, unless the applicable legislation in the jurisdiction where they operate establishes stricter provisions, which will prevail over this Policy.
As a result, although this Policy applies to the Members of the Foundation, it may also be extended, in whole or in part, to external collaborators whenever the specific circumstances of the case so advise.
The Members of the Foundation must comply with its content, regardless of their position and location, unless the applicable legislation in the jurisdiction where they operate establishes stricter provisions, which will prevail over this Policy.
As a result, although this Policy applies to the Members of the Foundation, it may also be extended, in whole or in part, to external collaborators whenever the specific circumstances of the case so advise.
2.2. Activities affected
In addition to this Policy, there is a Criminal Risk Inventory approved by the Board of Trustees of the Foundation, which includes the criminal offenses for which, under the provisions of Article 31 bis of the Spanish Penal Code, legal entities could be investigated in Spain for crimes committed in their name or on their behalf and for their direct or indirect benefit, (i) by their legal representatives and de facto or de jure administrators, or (ii) by persons subject to their authority when the commission of the crime in this second case is due to a lack of proper control, given the specific circumstances of the case.
The content of this Criminal Risk Inventory not only summarizes the different offenses but also describes for each of them the main sensitive activities that could entail criminal risks, all for the purpose of ensuring that individuals affected by this document remain alert to situations that could expose them to such risks in the course of their activities.
The content of this Criminal Risk Inventory not only summarizes the different offenses but also describes for each of them the main sensitive activities that could entail criminal risks, all for the purpose of ensuring that individuals affected by this document remain alert to situations that could expose them to such risks in the course of their activities.
3. Organizational Measures
3.1. The Ethics and Compliance Committee
3.1.1. Composition of the Committee
The Foundation has an Ethics and Compliance Committee (hereinafter, ECC) whose purpose is to supervise and control the Foundation's Code of Conduct and Criminal Risk Prevention Model.
The ECC has adequate resources to perform its functions and is oriented toward disseminating and coordinating the implementation, training, supervision, and control of the Code of Conduct and the Criminal Risk Prevention Model, thus ensuring the prevention of inappropriate behavior and, if necessary, being able to detect and respond diligently.
The ECC is established as a collegial body composed of the following individuals:
The ECC has adequate resources to perform its functions and is oriented toward disseminating and coordinating the implementation, training, supervision, and control of the Code of Conduct and the Criminal Risk Prevention Model, thus ensuring the prevention of inappropriate behavior and, if necessary, being able to detect and respond diligently.
The ECC is established as a collegial body composed of the following individuals:
3.1.2. Características del Comité
Given the importance of the tasks to be performed and the matters to be addressed by the members of the ECC, they must possess a series of fundamental characteristics to ensure objectivity and rigor in their work, including:
In the terms set out in the Policy, the ECC enjoys the full support of the Board of Trustees to which it has direct access. In this regard, it is empowered to freely access both the Foundation's documents and the Members of the Foundation it requires to fulfill its duties. The Members of the Foundation are obligated to promptly provide the documents and information it needs.
3.1.3. Functions of the Committee
Al CEyC le corresponden las siguientes funciones:
3.2. Obligations of the Members of the Foundation
3.2.1. Board of Trustees of the Foundation
The Board of Trustees of the Foundation is responsible for promoting the adoption and implementation of a Criminal Risk Prevention Model appropriate for the Foundation, suitable for preventing, detecting, and managing the criminal risks it faces.
The Foundation has assigned the function of supervising the operation and compliance of the Compliance Management System to the ECC, a body of the legal entity with autonomous powers of initiative and control, with the Board of Trustees of the Foundation responsible for appointing its members and formally approving this body, granting it the necessary autonomous powers of initiative and control, as well as the appropriate and sufficient material and human resources to effectively carry out its work.
The Foundation has assigned the function of supervising the operation and compliance of the Compliance Management System to the ECC, a body of the legal entity with autonomous powers of initiative and control, with the Board of Trustees of the Foundation responsible for appointing its members and formally approving this body, granting it the necessary autonomous powers of initiative and control, as well as the appropriate and sufficient material and human resources to effectively carry out its work.
3.2.2. All Members of the Foundation
All Members of the Foundation are responsible for understanding, observing, and applying the provisions of this Policy, cooperating with the ECC, the Board of Trustees, and its delegated bodies when necessary, and particularly observing the behaviors expected of them regarding the previously mentioned Criminal Risk Inventory and expected conduct parameters.
Similarly, all Members of the Foundation must report, through the Foundation's Ethical Channel, any actions to prevent or avoid the possible commission of a crime or potential crime of which they are aware and/or that is being managed without the apparent involvement of the ECC.
Additionally, training and awareness-raising activities on criminal compliance will be carried out for all Members of the Foundation, who must attend the sessions determined based on their role or position in the Foundation.
Furthermore, all are expected to promptly provide any information and documentation that may be requested by the ECC when necessary.
Similarly, all Members of the Foundation must report, through the Foundation's Ethical Channel, any actions to prevent or avoid the possible commission of a crime or potential crime of which they are aware and/or that is being managed without the apparent involvement of the ECC.
Additionally, training and awareness-raising activities on criminal compliance will be carried out for all Members of the Foundation, who must attend the sessions determined based on their role or position in the Foundation.
Furthermore, all are expected to promptly provide any information and documentation that may be requested by the ECC when necessary.
4. Knowledge and Declaration of Conformity
This Policy is available to all Members of the Foundation on the Foundation's Intranet.
5. Reporting Conduct
To ensure the effective application of this Policy, the Foundation has established an Ethical Communication Channel.
Therefore, any inquiries, communications, observations, or complaints from Members of the Foundation regarding criminal prevention must be submitted through the Foundation's Ethical Channel, without prejudice to any other additional channels the Foundation may designate for this purpose.
In particular, the Ethical Channel is available to all Members of the Foundation and Third Parties through the Intranet and on the website of all Foundation centers.
All inquiries, observations, or complaints related to Compliance must be communicated to the ECC under the terms described in the Foundation's Ethical Channel Procedure. The confidential handling of all communications will be ensured, as well as the absence of any form of retaliation against whistleblowers acting in good faith.
Therefore, any inquiries, communications, observations, or complaints from Members of the Foundation regarding criminal prevention must be submitted through the Foundation's Ethical Channel, without prejudice to any other additional channels the Foundation may designate for this purpose.
In particular, the Ethical Channel is available to all Members of the Foundation and Third Parties through the Intranet and on the website of all Foundation centers.
All inquiries, observations, or complaints related to Compliance must be communicated to the ECC under the terms described in the Foundation's Ethical Channel Procedure. The confidential handling of all communications will be ensured, as well as the absence of any form of retaliation against whistleblowers acting in good faith.
6. Consequences of Non-Compliance
Any person associated with the Foundation is obligated to respect and comply with the rules, policies, and procedures applicable to them in the course of their duties.
To ensure a disciplinary system that adequately sanctions violations of the principles and guidelines of the Compliance Management System, the Foundation refers to the Workers' Statute, the applicable collective agreement, and other current labor regulations in Spain. The Foundation ensures the proper application of disciplinary measures and their proportionality concerning the violation of applicable regulations. Similarly, disciplinary measures will be imposed regarding conduct that contributes to preventing or hindering the discovery of illegal behavior, as well as the violation of the duty to report internal non-compliance that may have been detected.
To ensure a disciplinary system that adequately sanctions violations of the principles and guidelines of the Compliance Management System, the Foundation refers to the Workers' Statute, the applicable collective agreement, and other current labor regulations in Spain. The Foundation ensures the proper application of disciplinary measures and their proportionality concerning the violation of applicable regulations. Similarly, disciplinary measures will be imposed regarding conduct that contributes to preventing or hindering the discovery of illegal behavior, as well as the violation of the duty to report internal non-compliance that may have been detected.
Furthermore, the Foundation recognizes the potential sanctions it could face as a result of non-compliance with current legislation, which may include: