Code of Ethics


This Code of Ethics summarises the ethical principles on which the RBA Group's business is based. It describes the forms of conduct that must be promoted and the behaviour that must be prevented.

The Code of Ethics constitutes the highest-level regulatory instrument within the RBA Group's regulatory structure. Its principles are developed in the policies, rules and procedures. It represents the Group's commitment to compliance with the laws and ethical values defended thereby.

All levels of the RBA Group shall ensure the real and effective application of these principles so that this self-regulation system manages to eliminate any action that may jeopardise the values and legal rights to be protected. Breach of this code by employees of the RBA Group shall constitute an employment offence, which shall be subject to the relevant penalty in accordance with that set forth in the applicable collective-bargaining agreements and in the Workers' Statute.

In view of the connection between the ethical principles and conduct classified as a crime in the Criminal Code and since the main obstacle to the effectiveness of a code of ethics is tolerance of its breach, the company establishes a principle of zero tolerance at all levels of its structure and requests the utmost collaboration in reporting any risk detected through the Ethics Channel.

This Code of Ethics must be accepted by any person in the company's organisational structure and is a prerequisite for joining it.

The scope of application of the Code of Ethics shall extend to collaborators, suppliers, customers, distributors, external professionals and representatives of the company, who will be requested to accept it or have a code of ethics of their own in which ethical principles and an analogous prevention policy to the RBA Group's are defended.

Insofar as possible, the agreements signed by the various companies in the RBA Group that, by their nature, make it advisable, must include a clause obliging the other party to comply with the law and the ethical principles established in the Group's Code of Ethics, or, when applicable, in its own if it has one with similar characteristics. The other party must also apply a comparable prevention and control policy making it possible for our company to carry out checks and audits.

01 Scope

0101 Corporate scope. This Code of Ethics applies to all companies in the RBA Group, as well as subsidiaries and investee companies in which the Group holds effective control or holds positions on the management bodies.

0102 Personal scope. This Code of Ethics applies to all levels of the Group, including the management bodies, executive positions, supervisory bodies and all of the staff.

0103 Relationship scope. The scope of this Code of Ethics shall extend, insofar as possible, to partners, suppliers, distributors and customers. If that is not possible, priority shall be given to companies that have similar policies. Alternatively, standards of conduct, preventive measures and control systems preventing behaviour contrary to the principles contained in this Code of Ethics may be imposed contractually.

0104 Geographical scope. This policy shall apply to the activities that the company performs in any geographical scope, both nationally and internationally.

02 Environment, collective security and public health

0201 The Group shall conduct its business always taking into account respect for the environment, minimal consumption of resources and control of the environmental impact.

0202 The Group shall put controls in place concerning dumping, emissions, noise, vibrations, waste, gases that destroy the ozone layer and any other environmental threat.

0203 At all levels of the Group, rational use of resources, respect for the environment and sustainability shall be ensured.

0204 Controls shall also be put in place on any activity or product that may pose, directly or indirectly, a risk to collective security and public health due to the toxicity of components or any other threat to persons.

03 Right to privacy

0301 The RBA Group shall respect and protect the privacy of persons who, in their relations with it, provide their personal data or confidential information.

0302 Such protection shall extend to employees, partners and customers and shall apply from the design stage to any new service that the company develops.

0303 Measures shall be put in place in marketing campaigns to guarantee correct gathering of data with the compulsory consent and necessary information so that the data subject knows the scope and purpose of the processing of his/her data.

0304 On the Group's web pages there shall be a privacy policy and a cookie policy that shall inform visitors of the scope and purpose of the processing of their data.

0305 The RBA Group has a Personal Data Committee and expert advisers in the field.

0306 The RBA Group shall control the channels through which personal data are obtained and shall ensure that all of the necessary requirements for compliance with the applicable regulations are met.

0307 Data shall be stored with the security measures applicable to their nature.

0308 Reviews and inspections arising from the application of the crime prevention and control model and this Code of Ethics shall be performed in accordance with a protocol that ensures respect for the privacy and dignity of the affected persons.

0309 Performance assessments carried out and any reporting made to the Ethics Channel shall also be protected by a secrecy obligation on the persons managing it.

04 Right to equality

0401 Working relations in the RBA Group are based on the principles of mutual respect and equality.

0402 No discrimination against any person shall be allowed on the basis of their ideology, religion or beliefs, their belonging to an ethnic group, race or nation, their sex, sexual orientation, family situation, illness or disability, having legal representation or being represented by a trade union, being related to other workers in the company or using any of the official languages in Spain.

0403 All levels of the Group must ensure this principle is followed.

05 Safety at work

0501 All work to be performed in the Group must comply with the security conditions required by the workplace risk prevention regulations.

0502 The Group must put the security measures required by law in place and employees must follow them. It is prohibited to remove or neutralise any security or economic measure implemented in the workplace.

0503 The policies, rules and procedures shall include supervisory obligations and the responsibilities concerning the matter at each level of the Group.

06 Employment rights

0601 Under no circumstances will employment or Social Security conditions be imposed in the RBA Group that are detrimental to, remove or restrict the rights that workers are acknowledged as having by legal provisions, collective-bargaining agreements or individual contracts.

0602 Workers may not be hired without being registered in the applicable Social Security system.

0603 With regard to hiring of foreign workers, they may not be hired without having obtained the relevant work permit. Simulated contracts and employment positions must not be used in any case.

0604 In recruitment processes, a methodology shall be used that ensures the truthfulness of job offers and under no circumstances shall misleading or false working conditions be offered.

0605 The privacy and dignity of the applicant for an employment position shall be guaranteed when checking references offered directly or through social networks and from former employers, and in the processing of their data in their CVs.

0606 The Group shall respect trade union freedom and the right of workers to strike.

0607 In the event of contracting with foreign suppliers, the Group shall ensure that cases of child exploitation do not take place.

07 Market and consumers

0701 The RBA Group bases its actions in the market on the principles of free competition and equal opportunities and rejects any action aimed at gaining a benefit, taking advantage or unfair or unlawful competition with customers, suppliers, competitors and other participants in the market.

0702 Consequently, the following actions or forms of conduct shall not be considered ethical and are therefore prohibited:

Unauthorised access to other companies' confidential information.
Industrial espionage.
Disclosing business secrets.
Use of inside information of the company or other companies for any kind of transaction or business.
False advertising.
Fraud and deception of any kind.
Spreading false rumours about products, services and market conditions, etc.
Manoeuvres to alter the prices of third-party products.
Manoeuvres to alter a company's share price or value.
Manipulation of public tenders.
Forgery of means of payment.
Manoeuvres to make the company insolvent and defraud creditors.

0703 In relation to these activities, special attention must be paid to the following prohibited behaviours:

1. Accessing data, technical information about products or business strategies of a competitor through a shared supplier, a relative, a trusted contact or research that goes beyond information that may be considered public.

2. Making false statements or promises to a customer or the market concerning the qualities or characteristics of the company's own product or a competitor's.

3. Falsifying economic and financial information about the company, in particular the annual accounts.
4. Spreading rumours on social networks, in the media or directly to customers concerning a competitor, its products and services or any other company.

5. Taking advantage of confidential information accessed through the position held or work performed in the company in order to give it to third parties, sell it or use it to acquire or sell shares or any other transaction or business.

6. Carrying out any kind of unfair action that places the company in an advantageous situation in the market.

08 Corruption

0801 The Group bases its relations with the public sector and the private sector, both nationally and internationally, on the principles of transparency and equal opportunities and rejects any action aimed at gaining an advantage over competitors in the market or in public or private contracts based on an unlawful act.

0802 Consequently, those in public office or civil servants or managers of private companies may not be offered or benefited with money or any other financial or pecuniary benefit aimed at obtaining any kind of advantage for the company.

0803 The Group shall have an anticorruption policy and a regulation governing travel and representation expenses.

0804 Any action or strategy aimed at guiding or influencing the actions of a public servant or authority by taking advantage of any situation arising from a personal relationship therewith or with any other civil servant or authority in order to achieve a decision that may directly or indirectly provide an economic benefit or prevent a loss of any kind for the company or a third party shall be considered to be influenced peddling.

0805 No activity whatsoever may be performed that may constitute influence peddling, in particular the activities summarised below:

1. Directly influencing a civil servant or public authority.

2. Indirectly influencing by accepting an offer from a third party.

3. Influencing through third-party services.

0806 The Group may have relations with political parties within the framework of that stipulated in the legal system of the countries in which it acts and complying, at all times, with the national laws concerning the financing of political parties.

0807 The Group shall apply the utmost diligence in the donations it makes to NGOs or in taking part in sponsorship projects, patronage or any other social, cultural, scientific, charitable, sporting or similar project.

0808 All levels of the Group have a duty to prevent conflicts of interest.

0809 A conflict of interest shall be considered to be a situation in which an action or business decision may be influenced by a personal interest of the person or persons in the company involved or third parties with which they have a personal connection.

0810 When entering, marketing or setting up business in foreign countries, payments may not be made to civil servants in such countries for the purpose of easing an administrative procedure, obtaining an import licence or permit, or a favour or service of any kind.

09 Taxes and Social Security

0901 The Group shall promptly comply with its tax and Social Security obligations.

0902 The Group's accounts must truly reflect its economic situation, including all income and payments made. No manoeuvre aimed at hiding income or profits shall be accepted.

0903 All levels of the company must be vigilant regarding any customer or supplier attempting to use the Group's structure to carry out money-laundering. Any suspicion of there being such a risk must be immediately reported through the Ethics Channel.

0904 Any transaction or payment to an organisation or company that may be related to financing terrorist activities must also be reported.

0905 Insofar as possible, the use of cash must be limited in payments made by the RBA Group.

0906 If it is necessary to use cash, a detailed record shall be kept of cash payments. The said record shall specify the amount paid, the reason, the payment date and the recipient.

0907 Under no circumstances shall payments be made to natural or legal persons other than those stated on an invoice.

0908 Under no circumstances shall payments be received from natural or legal persons other than those stated on an invoice.

10 Intellectual and industrial property.

1001 The RBA Group bases its intangible asset creation policy on promoting creativity and innovation.

1002 Taking into account the difficulties involved in controlling these aspects in the publishing industry, the Group shall seek, insofar as possible, to prevent the copying or reproduction, in whole or in part, of third parties' intangible assets, as well as the processing or modification, in whole or in part, importing or distribution of said assets.

1003 The category of assets protected by intellectual property shall include books, videos, musical works, typefaces, advertising campaigns, slogans, brochures, catalogues, documents, speeches, presentations, reports, studies, drawings, graphics, paintings, comics, projects, plans, maps, models, architectural or engineering designs, computer programs or any other protected work, even if the copyright or rights-reserved symbol is not stated.

1004 Special attention shall be paid to content and programs downloaded from the internet for which the appropriate licence from the holder of intellectual rights must be required, even if they have been obtained through search engines such as Google. All of the programs installed on the company's computers and mobile devices must have the appropriate usage license.

1005 The same protection shall be given to trademarks, patents, industrial designs, domain names and other intangible assets protected by intellectual property.

11 Computer security

1101 All levels of the Group shall ensure the prevention and control of crimes that may be committed through the use of information technologies.

1102 Such crimes, which are prohibited by the Group, notably include the following:

1. Unauthorised access to the computer systems of competitors, customers or any other company or public or private organisation.

2. Spreading viruses or programs that may damage tangible or intangible assets.

3. Denial-of-service attacks.

4. Manipulation of electronic auctions.

5. Any other kind of computer damage, including sabotage or mere alteration of data or information contained in a third-party information system.

6. Electronic fraud, including phishing, pharming and any kind of deception based on the use of information technologies or social engineering.

7. Spreading rumours, criticism and boycotts through the internet and social networks, including retweets and sending messages of any kind.

8. Carrying out misleading advertising campaigns and promotions.

9. Infringing the intellectual and industrial property of technological assets.

10. Industrial espionage through the internet.

11. Disclosing and revealing business secrets obtained through the internet.

12. Unauthorised assignment of databases.

13. Unauthorised obtaining or assignment of confidential personal data.

14. Investigating people on social networks and infringing their privacy.

15. Registering domain names using third-party trademarks and company names.

16. Money-laundering through electronic transactions or personal consumption.

17. Child pornography.

1103 The RBA Group shall have a regulation that governs, in detail, the use of corporate ICT resources by users, both internally and externally.

12 Town planning

1201 The Group shall base the management of its properties, real estate transactions and construction, building and urban development projects on respect for the applicable planning rules and regulations both nationally, regionally and locally.

1202 The Group shall not carry out unauthorised urban development, construction or building work on land intended for roads, parks, public domain areas or places that are legally or administratively recognised for their scenic, ecological, artistic, historic or cultural value or that have been considered specially protected for the same reasons.

1203 The Group shall also not promote the reclassification of land or the modification of planning instruments, urban development projects, plot division, redivision of plots, construction or building or granting of licences contrary to the territorial or planning regulations in force.

13 Prevention and control model

1301 The Group shall have a Prevention and Control Policy that describes a prevention and control model aimed at preventing the commission of crimes by the company.

1302 This policy shall contain a description of the key elements, whether human and organisational or documentary, which the company applies in order to prevent the occurrence of infringements of the law and, in particular, actions that may be classified as crimes under the Criminal Code.

1303 All levels of the RBA Group shall ensure the real and effective application of the prevention and control measures stipulated in said policy so that this self-regulation system manages to eliminate behaviour that may jeopardise the company's reputation in the market and the tangible and intangible assets of the company and its components.

1304 This policy shall be adapted to the case-law trends and modifications that the Criminal Code undergoes in relation to the criteria for assigning responsibility and the prevention and control requirements concerning criminal liability.

14 Ethics channel and reporting risks

1401 All levels of the Group shall have an obligation to report risk situations that may arise inside or outside of the company, which may be detrimental to any natural or legal person.

1402 Situations in which the law, the Code of Ethics or the regulations developing it have been breached must also be reported.

1403 The Group shall have an Ethics Channel to which communications may be sent alerting to the existence of a situation of risk or breach, as well as any proposal to improve the prevention and control model.

1404 Communications may be sent to the Ethics Channel through a form on the corporate intranet and also by e-mail, letter or telephone.

1405 The Ethics Channel's communication channels are as follows:

Communication channel

Contact details

E-mail address:

Postal address: 08018 Barcelona, Avenida Diagonal, 189

Telephone: 934157374

1406 The Compliance Committee shall be responsible for managing the Ethics Channel and dealing with the communications sent thereto. In any case, the Compliance Committee may outsource the management of the Ethics Channel to a specialised company or law firm.

1407 Communications made through the Ethics Channel shall be protected with the utmost confidentiality.

15 Penalties and disciplinary procedure

1501 Breach of the law, this Code of Ethics or the regulations developing it shall constitute an infringement, the classification and penalty for which shall be in accordance with that stipulated in the applicable collective-bargaining agreements and the Workers' Statute.

1502 The disciplinary procedure to be applied shall be that also stipulated in the applicable collective-bargaining agreements and, in the absence thereof, that habitually followed by the Human Resources Department.

1503 The disciplinary procedure shall begin once a report or communication has been made, as a result of an investigation or on the basis of any other form that makes the Compliance Committee aware of the alleged infringement.

1504 The protocol for investigating the alleged infringement shall be that stipulated in the Group's Prevention and Control Policy and shall be confidential.

16 Updating and improvement

1601 This Code of Ethics shall be updated from time to time in order to include the improvements considered appropriate in order to define the ideal conduct to be performed within the Group.

1602 The Compliance Committee shall carry out a constant verification of the application of the Code of Ethics and the prevention and control model and shall propose the appropriate modifications in the following circumstances:

1. When relevant infringements of the Code of Ethics or the body of regulations developing it arise.
2. When significant changes are made to the company or the business it performs.
3. When there are changes to the company's control structure.

1603 The Compliance Committee shall apply the protocol stipulated for that purpose in the Prevention and Control Policy to investigate any incident or breach of the Code of Ethics and the prevention and control model that it becomes aware of.

1604 If the investigation of a risk makes it possible to identify an area of improvement, the Compliance Committee shall make the relevant improvement proposal, which shall be sent to the relevant department. A person responsible shall be appointed and a deadline shall be set to follow up its application.