Code of ethics

Introduction

The code of ethical conduct is our guide to proper behavior, together with the work rules and procedures already in place, to ensure correct conduct and to prevent any criminal behavior within the company.

The Code is intended as a guide for all RIVE employees in the performance of their professional duties, in relation to their day-to-day work, the resources used, and the business environment in which the company operates. It sets out guidelines that clarify the basic principles of management and interpersonal relationships with colleagues, collaborators, managers, suppliers, clients, shareholders, and in general any person with a direct or indirect interest in the company's activities. Our actions are based on respect for our corporate values, and employees shall align their conduct with principles that reflect business ethics and professionalism, with the aim of making RIVE a recognized benchmark in these matters.

Nature and motivation

An ethical code within a company such as RIVE is essential to establish the rules and values that guide its behavior and decisions.

In today's business world, the importance of a code of ethics for any organization cannot be overstated. A code of ethics serves as a set of principles and values that guide a company's actions and decisions across all of its operations. It is the moral compass that directs the behavior of employees, leaders, and stakeholders toward responsible and fair practices.

One of the most critical aspects of a code of ethics is its ability to foster a strong organizational culture. By setting clear standards for ethical behavior, a code creates an environment in which integrity and transparency are valued and promoted. This not only strengthens trust among team members, but also helps build a strong reputation both internally and externally.

In addition, a code of ethics serves as a tool to mitigate legal and financial risks. By establishing policies that prohibit practices such as bribery, fraud, and discrimination, companies can reduce their exposure to costly legal claims and reputational damage. This translates into greater financial stability and a stronger capacity to attract and retain clients, investors, and talent.

Effective implementation of a code of ethics can also drive innovation and long-term sustainability. By encouraging respect for human rights, environmental protection, and fairness in all operations, companies can develop more responsible and future-oriented business practices. This not only helps them adapt to changing market demands, but also supports their corporate social responsibility commitments.

Ultimately, a code of ethics is not merely a static document, but a living commitment to integrity and accountability. For that reason, at RIVE, beyond its formal approval, it is backed by a strong ethical culture promoted across all levels of the organization. We firmly believe that only then can a company fully realize the benefits of an ethical approach to business and contribute meaningfully to the well-being of society as a whole.

Scope of application

This Code is addressed to all RIVE employees, regardless of the type of contract governing their employment relationship, the position they hold, or the place where they perform their work. Persons related to the company are obliged to inform its main suppliers of the existence of this Code, which will be available for consultation on the company's website at https://www.rive.es/es.

Company values

At RIVE, we are guided by a set of ethical values that underpin each of our actions and decisions. These values are not only part of our business philosophy, they also reflect our commitment to integrity, transparency, and exceptional service for our clients.

Integrity: Integrity is the foundation on which we build our business relationships. We are committed to acting with honesty, sincerity, and consistency in all our interactions, both internal and external. We maintain high ethical standards at all times, respecting the trust placed in us by our clients, collaborators, and partners.
Transparency: We value transparency as a fundamental principle of our business. We strive to provide clear and accurate information about all our operations and transactions. We believe in the importance of open and honest communication with our clients, giving them the information they need to make informed and reliable decisions.
Commitment to clients: Our main commitment is to meet the needs and expectations of our clients. We strive to understand their goals and work tirelessly to achieve them. We prioritize excellence in customer service, offering expert advice, personalized attention, and tailored solutions that add value and generate positive results.
Respect: Respect is a core pillar of our business culture. We respect the diversity, dignity, and rights of all people we interact with, whether they are clients, colleagues, suppliers, or members of the community. We are committed to fostering an inclusive and respectful workplace in which every individual feels valued and heard.
Social responsibility: We recognize our responsibility as a company toward society and the environment. We strive to contribute positively to the communities in which we operate, support social initiatives, promote sustainable practices, and remain mindful of the impact of our actions on our surroundings.

In short, at RIVE, ethical values are more than a set of principles; they are the heart of our business. Guided by integrity, transparency, commitment to clients, respect, and social responsibility, we strive to be exemplary leaders in the sector, building strong and lasting relationships based on trust and mutual value.

Roles and responsibilities

Governing and administrative body

The governing body plays a crucial role in business ethics by establishing and supervising the policies and practices that guide ethical conduct within an organization. Its duties include:

Setting standards and values: the governing body defines the ethical principles and fundamental values that must govern all company activities, providing a solid basis for ethical decision-making.
Creating policies and procedures: it develops specific policies and procedures that promote integrity, transparency, and accountability in all company operations. This includes policies against bribery, fraud, conflicts of interest, and other unethical conduct.
Monitoring compliance: it actively monitors compliance with ethical policies and standards of conduct, ensuring that all employees and leaders adhere to the established ethical principles.
Fostering an ethical culture: it promotes an organizational culture that values ethics and integrity through education, training, and example. This implies consistently communicating the importance of business ethics and recognizing and rewarding ethical behavior.
Making difficult ethical decisions: in complex situations, the governing body provides guidance and makes difficult ethical decisions that safeguard the interests of all parties involved and preserve the company's reputation and integrity.

In summary, the governing body plays a fundamental role in promoting business ethics by setting standards, monitoring compliance, fostering an ethical culture, and making important ethical decisions for the long-term well-being of the company and its stakeholders.

General management and department leadership

General Management and area leadership must demonstrate their leadership and commitment to compliance with this Code of Ethics and serve as a model for employees.

They are expected to pay maximum attention to compliance with the values and principles of this Code, both in their own actions and in the actions of employees under their direction.

They must also foster an environment in which employees feel free to express their concerns without fear of retaliation and to participate actively in the management and resolution of incidents and issues related to compliance with the Code of Ethics.

Employees

Employees in our company are committed to respecting and adhering to the code of ethics that guides our actions and decisions. They do so in several ways:

Knowledge and understanding: employees are familiar with the contents of the code of ethics and understand its importance within the company's culture. They dedicate time to understanding the principles and values established in this document.
Day-to-day application: employees actively integrate ethical principles into their daily work. They consider the code of ethics when making decisions and facing workplace situations, ensuring that their actions align with the company's ethical standards.
Promotion of ethics: employees act as advocates for ethics in the workplace. They encourage discussion and understanding of the code among their colleagues and are willing to address any potential breach.
Reporting inconsistencies: employees feel empowered to report any behavior they consider contrary to the code of ethics, whether through the formal channels established by the company or confidentially.
Personal commitment: each employee assumes personal responsibility for maintaining the highest ethical standards in all interactions, both inside and outside the company. They understand that respect for the code benefits not only the company but also their own professional and personal development.

Taken together, employees' commitment to the company's code of ethics demonstrates a strong sense of responsibility and professional ethics that drives the success and reputation of the organization.

Rules of conduct

All persons involved in compliance with this Code undertake to comply with and respect, at all times, the legal regulations in force in all areas of their activity and, in particular, in the areas described below:

Discovery and disclosure of secrets, personal data protection, and damage to IT systems

RIVE considers this area to be a priority given the development environment in which we operate. All members of RIVE who have access to personal data and other information related to the activity are obliged to comply with the duty of secrecy and the commitment to confidentiality.

RIVE shall process only the personal data necessary for the proper provision of its services, in compliance with applicable data protection regulations and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, and Organic Law 3/2018 of December 5 on Personal Data Protection and guarantee of digital rights.

All persons involved must comply with the following guidelines of conduct:

Confidentiality: employees must understand the importance of maintaining the confidentiality of the company's privileged information. This includes financial data, commercial strategies, client information, and any other sensitive data. They must not disclose this information to unauthorized persons inside or outside the organization.
Personal data protection: employees must comply with data protection laws and regulations, such as the General Data Protection Regulation in the European Union. They must ensure that the personal data of clients, employees, or other stakeholders is handled securely and used only for the intended purposes, avoiding disclosure or misuse.
Appropriate use of technology: employees must use the company's IT resources responsibly and ethically. This includes using secure passwords, protecting against viruses and malware, and preventing unauthorized access to systems and data. They must not engage in illegal or malicious online activities, such as hacking or phishing.
Incident reporting: employees must remain alert to any IT security incident or data breach and report it immediately to the designated persons within the company. This allows a fast and effective response to mitigate potential damage and protect sensitive information.
Training and awareness: the company shall provide regular training on IT security, data protection, and confidentiality policies to all employees. This helps ensure that they are aware of best practices and understand the importance of their role in protecting company information.

In addition, all RIVE personnel undertake not to carry out sabotage or actions that hinder the operation of the company's IT systems or those of third parties to which they have access, such as public administration platforms or banking entities, nor to use them to commit illegal acts against privacy or to infringe non-discrimination guidelines, workplace harassment rules, or any other reason unrelated to the proper use of work tools.

The company's IT systems shall not be used abusively, for personal purposes, or for actions that could affect RIVE's reputation.

Anti-corruption

RIVE's anti-corruption commitment is essential to guarantee integrity, transparency, and ethics in all our operations. We are committed to maintaining the highest ethical standards and preventing any form of corruption in our business activities.

To comply with this commitment:

Transparency and accountability: we promote a culture of transparency and accountability in which all employees understand the importance of acting with integrity in all circumstances.
Legal and regulatory compliance: we are committed to complying with all applicable anti-corruption laws and regulations in all countries where we operate, as well as recognized international ethical standards.
Clear policies and procedures: we maintain clear and effective policies and procedures that expressly prohibit any form of bribery, extortion, conflict of interest, or any other corrupt conduct.
Training and awareness: we provide regular training to our employees on the risks and consequences of corruption, as well as on how to identify and report suspicious behavior.
Supervision and monitoring: we implement effective supervision and monitoring systems to identify and address any signs of corruption, whether inside the company or in our business relationships.

In summary, our anti-corruption commitment is an integral part of our corporate identity and reflects our commitment to ethical conduct and good corporate governance. We are firmly committed to preventing and combating corruption in all its forms, both inside and outside our organization.

To support this, an Internal Anti-Corruption Policy has been approved, which is mandatory for all interested parties as a complement to this Code and is materialized in an anti-money laundering framework.

Intellectual and industrial property

RIVE employees must respect their own intellectual and industrial property rights and those of others, including, among others, patent rights, trademarks, domain names, reproduction rights including software reproduction rights, design rights, database extraction rights, and rights over specialized technical knowledge.

The use of works, creations, or distinctive signs that are the intellectual or industrial property of third parties is expressly prohibited unless there is evidence that RIVE has the corresponding rights and/or licenses.

Only trademarks, images, and texts relating to RIVE that have been duly authorized shall be used in marketing and advertising actions.

In its relations with third parties, RIVE shall strictly follow the rules and procedures relating to the protection of intellectual and industrial property in order to avoid infringing rights.

Obligations toward tax authorities and social security

With the aim of contributing to the support of public expenditure as provided in article 31 of the Spanish Constitution, RIVE is committed to complying with the law in all areas of its activity regarding its obligations with tax authorities and social security, rejecting any type of fraud.

In relation to tax obligations, RIVE, with the collaboration of its employees, undertakes to:

Reduce significant tax risks and prevent conduct that may generate them.
Avoid the use of opaque structures for tax purposes, understood as those in which shell companies are interposed through tax havens or territories that do not cooperate with tax authorities, designed to prevent the Tax Agency from identifying the final person responsible for the activities or the ultimate owner of the assets or rights involved.
Collaborate with the Tax Agency in detecting and seeking solutions to fraudulent tax practices that may develop in the markets in which RIVE is present, in order to eradicate existing practices and prevent their spread.

Accounting and financial transparency, prevention of money laundering and terrorist financing

To comply with this priority for the company, RIVE has established a very clear order of prevention based on the following:

Accurate transaction records: maintain detailed and precise records of all company financial transactions, including income, expenses, assets, and liabilities.

Regulatory compliance: ensure compliance with all applicable accounting laws and regulations in the relevant jurisdiction. Keep accounting updated according to generally accepted accounting principles or international accounting standards, as applicable.
Full disclosure: commit to providing complete and transparent financial information in all accounting reports and financial statements. This includes disclosing any contingencies, contingent liabilities, or information relevant to the decision-making of users of the financial statements.
Access to information: facilitate access to the company's accounting and financial information for relevant stakeholders, such as investors, shareholders, regulatory authorities, and employees. This may involve publishing financial reports on the company's website or making information available upon request.
Independent audit: hire the services of an independent external audit firm to review and audit the company's financial statements periodically. This provides independent validation of the accuracy and integrity of financial information.
Strong corporate governance: establish robust corporate governance practices that promote transparency and accountability in all company areas, including financial and accounting management.
Education and training: provide ongoing education and training to employees involved in accounting and finance to ensure they are aware of best accounting practices and ethical responsibilities.
Clear policies: develop and communicate clear and transparent policies related to accounting, financial reporting, and disclosure of information. Ensure all employees are aware of these policies and follow them at all times.
Monitoring and compliance: implement monitoring and compliance systems to ensure that all established accounting policies and procedures are followed. This includes effective internal controls to prevent and detect errors or fraud.
Feedback and continuous improvement: establish a process for collecting feedback on accounting transparency and use this feedback to continuously improve accounting practices and processes.

By adopting these commitments, the company will be better positioned to meet accounting transparency standards and build a strong reputation for integrity and financial responsibility.

In addition, the following is strictly prohibited:

Accepting payments while knowingly being aware of the unlawful origin of the money.
Accepting cash payments, bearer checks, or foreign currency in unusual conditions or conditions not agreed in the contract when they originate from criminal activity.
Establishing business relationships, both nationally and internationally, with companies that do not provide adequate information on their legality.
Carrying out operations of import, export, trade, possession, or circulation of prohibited or protected goods.

RIVE keeps a registry and archive of all operations carried out during its activity, in compliance with all applicable anti-money laundering obligations.

Competition

RIVE recognizes the importance of competing in the market fairly, ethically, and transparently. We are committed to following the highest standards of commercial conduct and to complying with all applicable competition laws and regulations.

As part of this commitment, RIVE undertakes to:

Not engage in unfair practices: we commit not to engage in unfair commercial practices such as defamation, bribery, market manipulation, theft of trade secrets, or any other activity that distorts competition.
Not engage in misleading advertising: we commit not to carry out misleading or deceptive advertising that could confuse or mislead consumers about the nature, characteristics, or prices of our products or services.
Respect contracts and business agreements: we commit to respecting the contracts and business agreements entered into with clients, suppliers, and business partners and to fulfilling all our contractual obligations in a timely and complete manner.
Promote fair competition: we commit to promoting fair and open competition in the market, respecting the rights of our competitors and avoiding any anti-competitive conduct that may restrict free competition.

Labor rights

RIVE recognizes the importance of respecting and protecting the labor rights of all employees as a fundamental part of its commitment to corporate social responsibility and sustainable development. We are committed to ensuring a fair, safe, and respectful work environment in which the well-being and dignity of all workers are promoted.

As part of this commitment, RIVE undertakes to:

Comply with labor legislation: we commit to complying with all labor laws and regulations applicable in all jurisdictions where we operate, including those related to minimum wage, working hours, occupational health and safety, and the protection of fundamental labor rights.
Respect equality and non-discrimination: we commit to respecting equal opportunity and not discriminating on grounds of gender, age, ethnic origin, religion, sexual orientation, disability, or any other characteristic protected by law in all aspects of employment, including hiring, promotion, and treatment in the workplace.
Provide safe and healthy working conditions: we commit to providing a safe and healthy work environment, identifying and minimizing occupational risks, providing adequate protective equipment, and promoting safe practices in all company operations.
Respect freedom of association and collective bargaining: we commit to respecting employees' right to join trade unions and participate in union activities freely and without retaliation, as well as to engage in collective bargaining in good faith.
Promote professional and personal development: we commit to providing opportunities for professional and personal development for all employees, including training and skills development, mentoring programs, and professional growth.
Provide fair and equitable working conditions: we commit to providing fair and equitable working conditions, including competitive salaries and benefits, reasonable working hours, and a balance between work and personal life.

RIVE recognizes that respect for labor rights is essential to building an engaged, productive, and sustainable workforce, and commits to working collaboratively with employees, unions, and other stakeholders to ensure ongoing compliance.

Health and safety at work

The Constitution of the International Labour Organization establishes the principle of protecting workers from occupational diseases and workplace accidents.

RIVE complies with its occupational risk prevention obligations and, for this purpose, has engaged a specialized company as an external prevention service for the identification of risks associated with the activity and the management of possible contingencies.

Employees are obliged to comply with occupational risk prevention rules and measures in order to achieve a healthy work environment. In this regard, the presence in the workplace of any person under the influence of drugs, alcohol, or hallucinogenic substances, as well as the ingestion or consumption of such substances during the working day, is strictly prohibited.

If new situations of risk to health or safety are detected, personnel must report them to the Company, which will in turn notify the prevention service.

Entry into force

The Code of Ethics entered into force after its approval on 15/04/2024.

The Code will be communicated to all members of the Company. It will remain in force until its amendment or repeal is approved and duly communicated. RIVE undertakes to review and follow this Code and to comply with all applicable laws, policies, and guidelines.