Code of Ethics

1. INTRODUCTION AND PURPOSE

Avincis is one of the world’s largest providers of mission critical aerial services, including emergency medical services, civil protection services, fire-fighting services, surveillance services and search and rescue missions, as well as helicopter services to blue-chip oil and gas companies and aircraft maintenance to third parties. The services we provide are essential to saving lives and protecting the environment, and to achieve its goals Avincis and its employees are committed to promote and fully respect their essential values such as ethics, safety, legality, transparency, integrity, and respect for others and the environment.

The guidelines included in this Code of Ethics (the “Code”) apply to any company belonging to Avincis, including all subsidiaries, affiliates or any company totally or partially owned and/or controlled directly or indirectly by Avincis (“Avincis company/ies”).

Avincis managers and employees, and anyone who, given specific authorities or powers, represents Avincis as a third-party (“Associate/s”) must adhere to and abide by the Code when carrying out day-to-day business activities, as well as report any breach of the Code as soon as they become aware of it.

Avincis shall procure that customers, suppliers, Associates, and any other partner (the “Partner/s”) with which it has business relations also adhere to the principles of the Code.

Avincis will not establish or continue trade relations with anyone who expressly or implicitly refuses to respect the principles of the Code. Any known breach of this Code by an Avincis employee, Associate and/or Partner must be immediately reported.

The Code is an essential part of the organisation, which Avincis undertakes to constantly apply, reinforce, update, and evolve.

The Code will be published for the knowledge of the Avincis Associates and Partners and can be accessed here.

The Code is subject to review by the Avincis executive committee. The review will take into account the suggestions received from the recipients, development of the most common national and international regulations and practices, and the experience gained through applying the Code. The executive committee has ultimate responsibility for Avincis’ ethical conduct, with overall management responsibility for compliance with the law and with our Code resting with the executive committee.

Any possible amendments to the Code inserted as a result of the aforementioned review will be published and made available through the means previously described for the Code.

1.1 Relationships with Associates

All Associates (including, but not limited to, consultants, agents, legal, finance and tax advisors, professional studios, and intermediaries) must adhere to the principles of the Code.

Avincis managers and employees must carefully evaluate the need to use Associates and their professional appropriateness before engaging with them, as well as require them to confirm that they have read the Code and will abide by it.

1.2 Relationships with Partners

Avincis managers and employees shall not promote business initiatives such as establishing business groups or associations or buying shares without the relevant approvals according to the Avincis policies.

When carrying out this type of activities, they must ensure that:

  • Partners and any other entity involved in these activities comply with the principles set out in this Code.
  • No Partner is guaranteed disproportionately favourable treatment in exchange for its contribution.
  • There is clarity in agreements and all pacts or agreements are compliant with the applicable laws.
  • Relationships with Partners are collaborative, open, and frank.

1.3 Relationships with civil servants

Relationships with civil servants will be managed only and exclusively by managers, employees, and/or Associates to whom this duty has been delegated.

No Avincis manager, employee, nor Associate should promise, pay, or grant amounts, favours in kind or any other type of direct or indirect benefit to civil servants in order to foster or favour the interests of one or several Avincis companies, not even as a consequence of unlawful pressure nor to reward a person for carrying out their normal duties (known as “facilitation payments”), in the terms set out in the Anti-Bribery and Corruption Policy.

Any other aid or contribution of any kind is not allowed unless it complies with the Avincis policies.

1.4 Relationships with representatives of political parties and trade unions

Avincis will not make direct or indirect contributions to any political party, movement, political or trade union, committee or organisation or their representatives, unless expressly authorised according to the Delegation of Authority (“DOA”) (AV_Leg_Pol_002) and Avincis policies, nor will it support or harm them in any way.

1.5 Relationships with customers and suppliers

Avincis and its managers, employees, and Associates undertake to treat customers and suppliers courteously, correctly, honourably and honestly, and maintain the highest standards of ethics in their relationships with them.

Avincis will fulfil the contractual commitments it has undertaken, especially with public bodies, and comply with the applicable regulations and laws and the provisions, representations and guarantees laid out in these contracts.

Avincis expects its customers and suppliers, as well as their supply chain, to abide by the principles and guidance set up in the Code, or to have implemented its own equivalent codes.

1.6 Relationships with competitors

Avincis acknowledges the basic importance of a competitive market. Therefore, it undertakes to respect the laws that protect competition and the market applicable wherever it carries out its activities and to collaborate with market regulators.

Avincis and their Associates will avoid practices (such as, but not limited to, creating portfolios, market sharing, production or sales caps, conditioned agreements, etc.) that could breach the laws governing competition and the market.

2. ETHICS IN DAY-TO-DAY BUSINESS ACTIVITIES

Avincis structures and develops its business activity by applying the ethical principles defined in this Code and requires its recipients to adjust their conduct to this approach under all circumstances.

2.1 Basic Principles of Conduct

Avincis is fully committed to be socially responsible and respect the environment human rights, and labour and anti-bribery regulations in its relationships with employees, the market and society in general.

2.2 Corporate Governance and Delegation of Authorities

Avincis recognises the importance of Corporate Governance when doing business, as it promotes internal cooperation, defines responsibilities, and allows Avincis to monitor its activity to ensure compliance with the relevant laws and regulations and Avincis policies, as well as establish a robust risk management process.

Avincis and its managers, employees and (where applicable) Associates commit to comply with the Avincis Corporate Governance system set out in the Avincis policies, including the DOA, which defines the different layers of responsibility and decision ownership within Avincis and at country level and can be accessed here.

2.3 Transparency of accounting

Avincis believes in the importance of clear, accurate, and complete accounting and financial information, and commits to comply with the General Accounting Principles (GAAP) in force in every country where it operates. It will ensure the provision of a reliable administration/accounting and management system, which fairly represents the nature of Avincis’ operations and provides the necessary instruments to identify and manage, as far as possible, financial, and operating risks and fraud against Avincis.

All Avincis managers, employees, and Associates must act in such a way to comply with the aforementioned goals.

2.4 Personal Data Protection

Avincis is committed to handle any personal data or information in compliance with the laws and regulations governing privacy in the countries where Avincis operates and the best practices for protecting it according to industry standards, as well as the internal policies that implement this set of rules into Avincis.

All Avincis Associates should act in accordance with the aforementioned principles.

2.5 Handling confidential information

Confidential information includes any information about Avincis that is not in the public domain (including, but not limited to, the knowledge of a project, proposal, initiative, negotiation, intention, effort, agreement, fact or event, forecast, and the financial data related to these) which, if published, could cause damage, direct or indirect, to Avincis, and could hinder the achievement of the business purposes and goals of its activity.

The Avincis managers, employees, and Associates who, for professional reasons, access confidential information must not disclose it to third parties without a reason based on their responsibility or role and with the proper contractual protection. Associates shall not disclose this information without the prior written consent of Avincis. Any communication with third parties should state the confidential nature of the information disclosed and the obligation of that third-party to protect its confidentiality.

Special measures should be taken when circulating documents containing confidential information to internal staff and third parties in order to avoid possible damage to Avincis.

Avincis and its managers, employees, and Associates must also respect and protect the confidentiality of the information of others. Avincis and its managers, employees, and Associates must not seek to obtain or use confidential information relating to third parties, even if the information is received indirectly. Managers, employees, and Associates must not make use of confidential information from a former employer.

2.6 Environmental protection

Environmental protection and respect is one of the basic pillars of Avincis’ activity, which seeks to comply with the best environmental practices in all of its activities.

Avincis constantly supports a healthy and clean environment by preventing and minimizing harmful environmental impact and protecting natural resources.

Avincis has an environmental policy, which is part of the Quality and Safety Policies, in line with the criteria of respect and sustainability and act according to it at all times and take on, for this purpose, habits and conduct related to good environmental practices.

In accordance with this strategy, Avincis will strive to minimize the environmental impact of its activities and the use of its facilities, equipment and work resources made available to them.

2.7 Corporate Social Responsibility and human rights

Corporate Social Responsibility (“CSR”) management is an extremely important aspect of Avincis’ strategic plans. For this reason, Avincis carefully evaluates the impact that its activities and services have on its customers, employees, shareholders, the environment, and society in general and is committed to complying with national and international laws regarding social matters, labour, environment, and human rights.

Among other measures, Avincis follows ethical principles of business management that incorporate environmental protection, provide enhanced health and safety measures for our workers, and seek to improve the quality of life of the most disadvantaged groups (including, but not limited to, people with disabilities) and their integration into society and the workplace.

Avincis is committed to the protection of human rights. It complies with all national laws of the jurisdictions in which we operate and respects all international treaties on this subject, including the United Nations Declaration on Human Rights. Employees, Associates, Partners, and any other entity or person engaging with Avincis is expected to share this commitment and meet the following:

  1. Treat workers equally
  2. Ensure work is performed on a voluntary basis
  3. Reasonable working hours
  4. Workers are of an appropriate age
  5. Workers are paid fair wages
  6. Workers health and safety in the workplace is protected
  7. Ensure access to fair procedures and remedies
  8. Freedom of Association and Collective Bargaining
  9. Adhere to any legislation about modern slavery

Avincis seeks to engage with the communities around its sites and operations and to encourages employees to be involved in local initiatives and support local charities and non-profit organisations that are important to them.

3. WORK AND PROTECTION ETHICS AND EVALUATION OF EMPLOYEES

3.1 Inclusion and diversity. Protection of employee’s dignity and integrity

Employees are essential for Avincis’ activity, development, and success, as well as for being competitive and creating value for shareholders and investors. Avincis therefore undertakes to develop the skills and foster the potential of its employees in order for them to feel motivated and fulfilled.

Avincis believes in diversity and embraces the advantages different experiences, skills, and outlooks can bring. This approach includes but is not limited to the prohibition of unfair discrimination based on race, age, sex, pregnancy and maternity, marriage and civil partnership, religion and belief, disability, sexual orientation or gender reassignment, or any other unlawful ground.

We all have responsibility for our own behaviour, and for maintaining an environment in which prejudice is eliminated and where everyone is treated fairly, with respect and dignity. Avincis believes that each individual can only give their best if we are an inclusive organisation and can demonstrate the value we place on diversity. As a result, Avincis has processes in place that ensure that selection for employment, promotion, training, or any other benefit will be based on skills and ability only. All applicants, employees, and third parties must be treated fairly and with equality of opportunity, and all forms of unlawful and unfair discrimination must be opposed.

All employees in Avincis will ensure that the work environment is free of prejudice, so that every individual is treated with respect, without intimidation and with respect for their moral character, avoiding unlawful constraints and/or undue discomfort.

3.2 Health and Safety at work

Avincis is committed to creating a safe environment and expects high standards of conduct from its suppliers, who should obtain and maintain accreditation to the appropriate standard where relevant. Any behaviours that conflict with a strict compliance code around threats to health and safety will not be tolerated.

In all cases, compliance with legislative requirements and our policies is the minimum threshold of acceptability. However even higher standards should be the objective wherever reasonably practicable.

Avincis, as well as its Associates and Partners, are committed to:

  • record and report incidents as required by law;
  • have in place procedures for investigating and rectifying any unsafe condition; and
  • provide appropriate and relevant HSE (Health, Safety and Environment) training for all personnel (and for non-employees where appropriate) and ensure that such training is kept up to date and regularly refreshed as appropriate.

3.3 Conflicts of interest

All employees and Associates must ensure that every business decision is taken in the interest of Avincis. Therefore, they should avoid any conflict of interest between personal or family activities and Avincis.

If an employee, Associate, or Partner is in a situation of conflict of interest, or in one that may lead to one, they must promptly and transparently inform their manager in writing so that the situation can be evaluated, and measures taken if necessary.

A conflict of interest includes, but is not limited to, the following situations:

  • Having economic and financial interests (significant stake, professional posts, etc.), even through relatives, with customers, suppliers, or competitors.
  • Developing professional activities, also in the case of relatives, for customers, suppliers, or competitors.
  • Using their position in an Avincis company or the information they can access at work in such a way that could cause a conflict between their own interests and Avincis’.

3.4 Correct use of corporate assets

All employees and Associates are responsible for the corporate assets and resources available to them and must use them in an efficient and ideal manner so as to protect their value. They must alert and inform their managers of any loss or risk of loss of Avincis property or assets as soon as they become aware of this.

Use of assets and resources against the interests of Avincis or for purposes not connected to their function (including but not limited to unauthorised use and uses that are illegal or inappropriate or against the relevant social customs) is strictly prohibited.

All IT systems provided by Avincis and the information related to them is the exclusive property of Avincis.

All employees and Associates must return all Avincis assets and resources, including documents and information in any support, after terminating their relationship with it.

Avincis’ assets include, but are not limited to, the following:

  1. Intellectual property: Employees and Associates must understand the Intellectual Property used or created in their operations and take all necessary steps to protect Avincis’ works and minimise the risk of infringing third party rights.
    The use of Avincis’ name, trademarks, logos, or images is forbidden unless expressly permitted in writing in accordance with Avincis policies and DOA.
  2. Confidential information: Avincis always expects the highest controls of commercial confidentiality. Avincis Employees and Associates must ensure that confidential or sensitive information is not disclosed or, if there is a need to disclose, is protected through the relevant confidentiality agreements or provisions.
    Avincis employees and Associates must take all necessary steps to effectively manage the handling, use, storage, and disposal of confidential or sensitive information, and request Suppliers to do the same. Suppliers should not share information with anyone unless authorised to do so by Avincis.
  3. Cyber security: Avincis works in sectors that require vigilant cyber security measures, and any compromise of information, whether malicious or not, increasingly poses a serious threat to the economic well-being of Avincis and its customers and shareholders.
    Appropriate cyber security arrangements must be implemented to protect each relevant information asset. This must include appropriate governance and management arrangements to manage risk, monitor compliance with the relevant laws and regulation, Avincis policies and DOA, and report and respond effectively to any incidents.

3.5 Gifts and generosity

Directly or indirectly offering money, gifts, or benefits of any type, in a personal capacity, to employees of a Partner, public authority, governmental institution, or any other organization in order to obtain improper advantages is prohibited.

Acts of commercial courtesy, such as gifts or hospitality of moderate value, may be allowed in accordance with the Anti-Bribery and Corruption policy and the DOA and provided that they comply with any applicable laws or regulations.

3.6 Anti-bribery and corruption and compliance with the laws

Recent years have seen an increase in global enactment and enforcement of anti-corruption and anti-bribery laws (partly due to international regulations such as the OECD Convention on this matter), leading to a new era of heightened exposure for commercial organisations.

Avincis is subject to various anti-corruption and anti-bribery laws prohibiting, among other offenses, illegal payments, bribery (including the active offence of bribing, the passive offence of being bribed, and failure of a company to prevent bribery) and money laundering, including but not limited to the Spanish, Portuguese, Italian, Norwegian, Swedish, Finnish, and Mozambican Criminal Codes, the U.S. Foreign Corrupt Practices Act of 1977, and the UK Bribery Act of 2010.

Avincis requires its employees and Associates to maintain the highest ethical standards and comply with all applicable laws and regulations, as well as Avincis policies, when conducting Avincis’ business. Employees and Associates are prohibited from assisting any person or entity, including customers and joint venture partners, in any activity that violates any laws or regulations.

Avincis and its employees and Associates shall always run due diligence and financial checks on their material intermediaries, Suppliers, and any other third party to determine their respectability and legitimacy before establishing commercial relationships with them.

4. ETHICS IN COMMUNICATION AND EXTERNAL RELATIONS

4.1 Media relations

Media relations play an important role in order to evaluate Avincis’ image. Notwithstanding freedom of speech, information about Avincis can only be posted by employees in charge of media communications or expressly authorised in accordance with Avincis policies. Posts about Avincis must be true and accurate, respect the right to information and be compliant with any applicable laws, regulations, or principles of professional conduct. Releasing false news is strictly prohibited.

No engagement with the media about Avincis or its activities should be undertaken unless agreed in advance through the existing review and approval process. Employees and Associates shall report any relevant information or questions they receive from or related to the media to their manager or point of contact within Avincis.

4.2 Institutional communication

Avincis company information (company profiles, audio-visual presentations, etc.) must be presented in a clear and truthful way.

When taking part in meetings, conferences, and seminars, writing articles, essays, or publications, or giving public speeches, information provided about company activities, results, positions, and strategies can be released, unless it is not in the public domain and respecting its possible confidentiality and internal procedures by obtaining the corresponding authorisation.

5. INTERNAL CONTROL SYSTEM - CODE OF ETHICS CHANNEL AND WHISTLEBLOWER

5.1 Internal control system

Avincis considers that an appropriate control environment helps improve the effectiveness and efficiency of company activities and plays an essential role in building the corporate culture.

Therefore, Avincis will carry out internal controls, processes, and measures to monitor Avincis’ activity in order to guarantee, with reasonable certainty, adherence to the Code and Avincis policies, to contribute to the following objectives:

  • Achieve Avincis’ goals.
  • Protect Avincis’ assets.
  • Build a corporate culture and promote its compliance with the applicable laws and regulations, as well as internal guidelines and policies.
  • Efficiency, effectiveness, and profitability of Avincis’ activities.
  • Reliability and accuracy of Avincis information (including accounting and financial one) circulated internally or to third parties.
  • Keep the relevant corporate information confidential.

The internal controls are an essential part of Avincis’ Corporate Governance and provide protection to Partners, shareholders, and any other entity or person that engages with Avincis.

All employees and Associates will collaborate with the relevant internal and/or external bodies to ensure that the controls are efficiently implemented.

5.2 Code of Ethics – Whistleblower channel

In order to foster the implementation of the Code and Avincis policies, Avincis has established a confidential (and optionally anonymous) channel that employees, Associates, and Partners can use to report any current or potential breach of or failure to comply with the Code or Avincis policies, as well as to make any question about their interpretation or application.

Reports can refer, but are not limited, to any of the following:

  1. Bribery or corruption has taken place, or is likely to take place.
  2. There may be fraud or other irregularities going on in the way transactions, goods or services are being paid for, recorded or invoiced (or in the failure properly to record or invoice them).
  3. The health or safety of any individual is being, or is likely to be, endangered by the way activities are being carried out.
  4. Any other criminal offence has taken place, or is likely to take place.
  5. There has been, or is likely to be, a failure to comply with legal obligations.
  6. There has been, or is likely to be, a miscarriage of justice.
  7. The environment has been, or is likely to be, damaged.

The whistleblower channel can be accessed in the following link: WhistleB, Whistleblowing Centre

If you have any further questions or concerns, as always, please feel free to contact the General Counsel directly at avincis@legal.eu or through your manager.

6. VALIDITY

The Code comes into effect on 1 March 2023.

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