0.     Introduction


The Fundiciones Fumbarri-Durango S.A. Code of Business Conduct stipulates a series of values and principles which Fundiciones Fumbarri-Durango S.A. is committed to fulfilling. This Code of Business Conduct specifies the Corporate Business Principles and contributes to their continuous implementation by establishing certain minimum and non-negotiable rules of behaviour applicable to key areas.

The nature of this Code is not to encompass all possible situations that may arise. Its purpose is to provide the reference framework for measuring any activity. Employees must seek advice if they have any doubts in regard to a specific situation, given that it is the absolute responsibility of each employee to “do the right thing”, a responsibility that cannot be delegated.

Employees shall always use the following basic principles as a guide:

  • Avoid any behaviour likely to damage or endanger Fundiciones Fumbarri-Durango S.A. and its reputation;
  • Act within the law and honestly;
  • Put the interests of Fundiciones Fumbarri-Durango S.A. before interests of a personal nature or otherwise.

For the purposes of this Code, the term “employees” refers to the employees, workers, directors and partners of Fumbarri.


1.     Law, Norm and Regulation fulfilment


Fundiciones Fumbarri-Durango S.A.  and its employees are governed by the law. The fulfilment of all applicable laws and regulations must never be compromised. In addition, employees shall obey all internal norms and regulations when applicable to a certain situation. These internal norms are specific to the Company and may extend beyond the requirements of the law.



2.     Conflicts of Interest


A conflict of interest occurs when the personal interests of an employee or the interests of a third party clash with the interests of Fundiciones Fumbarri-Durango S.A. Should a situation of this kind arise, an employee may well find it difficult to place priority on the interests of Fundiciones Fumbarri-Durango S.A.

Whenever possible, employees must avoid conflicts of interest.


3.     Family members and relatives


Direct family members and partners can only be hired as employees or consultants in the event that their appointment is based on their performance, skills and experience, and provided that no direct or indirect relation of working dependence exists between the employee and their family member or partner.  These principles of fair contracting will apply to all the aspects of the working relationship, including salary, promotions and transfers; they will also apply in the event of the relationship developing after the time that the respective employee has started working for Fundiciones Fumbarri-Durango S.A.

The children of Fundiciones Fumbarri-Durango S.A. employees  will have priority in the event of work placements, holiday employment and short-term jobs of a similar nature, provided that they are equally suitable for the job to the other candidates.


4.     Defense of competition and commercial legality


Fundiciones Fumbarri-Durango S.A.  is prepared to successfully compete in today’s commercial world and will always do so in full compliance with all applicable defence of competition, anti-monopoly and commercial loyalty laws. Thus, employees shall at all times obey the following norms:

  • Commercial policy and prices will be established independently; they will never be agreed to, formally or informally, with competitors or with other non-related parties, whether directly or indirectly.
  • The product clients, territories or markets will never be shared out between Fundiciones Fumbarri-Durango S.A. and their competitors but will always will be the result of fair competition.
  • The clients and suppliers will receive fair treatment.

All employees, and particularly those dedicated to commercialisation, sales and purchases activities, or those who are in frequent contact with our competitors, must ensure that they are familiar with applicable competition laws. In the event of doubt, the head of the Legal Department must be contacted for advice.


5.     Fraud and protection of Company assets


Employees shall never become involved in fraudulent activities or in any other dishonest behaviour involving goods or assets in the ledgers and accounts of Fundiciones Fumbarri-Durango S.A. or of a third party. Such behaviour may not only lead to the application of disciplinary sanctions, but also to the bringing of criminal charges.

The employees of Fundiciones Fumbarri-Durango S.A. shall protect the latter’s property, also ensuring that they make good and efficient use of said property. All employees shall endeavour to protect the goods of Fundiciones Fumbarri-Durango S.A. from loss, damage, incorrect use, robbery, fraud, embezzlement and destruction. Said obligations cover both tangible and intangible assets, including trade names, know-how, confidential or privileged information and computer systems.

In as far as is permitted by applicable legislation, Fundiciones Fumbarri-Durango S.A. reserves the right to control and inspect the way in which employees use their assets, including the right to inspect all e-mails, data and archives stored in the Fumbarri computer network.


6.     Bribery and corruption


Employees shall not, directly or by means of intermediaries, offer or promise improper or other types of personal or financial favours with a view to obtaining or retaining a business or other advantage from a third party, whether public or private. Nor shall employees accept such an advantage in exchange for preferential treatment from a third party. Furthermore, employees shall abstain from any activity or behaviour likely to give rise to the appearance or suspicion of such behaviour or its attempted implementation.

Employees must know that offering or delivering improper advantages intended to influence the decision of their receiver, even when the latter is not a government employee, may not only give rise to the application of disciplinary sanctions but it may also lead to the bringing of criminal charges. Improper advantages can include anything that holds value for the receiver, including work or consultancy contracts for very closely related parties.


7.     Gifts, meals, entertainment


Employees shall not allow themselves to be influenced, nor shall they attempt to inappropriately influence third parties by means of exchanging favours. Employees can only offer or accept reasonable meal invitations and symbolic gifts which are appropriate in the circumstances at hand; they shall not accept or offer gifts, meals or entertainment in the event that such behaviour can be understood to constitute an inappropriate influence in regard to the corresponding commercial relation.


8.     Discrimination and harassment


Fundiciones Fumbarri-Durango S.A. respects the personal dignity, privacy and personal rights of each employee and is committed to maintaining a work place in which no situations of discrimination or harassment exist. Employees shall therefore refrain from acting discriminately in regard to origin, nationality, religion, race, gender, age or sexual orientation; nor shall they indulge in any kind of verbal or physical abuse based on the aforementioned or for any other reason.

Any employees feeling that their work environment does not fulfil the above-mentioned principles can take their concerns to the head of the Human Resources Department.


9.     Non-fulfilment


Each employee has the responsibility to guarantee the total fulfilment of each and every one of the points in this Code and, if necessary, to seek help from their immediate superior or from the head of the Human Resources Department. “Doing the right thing” and guaranteeing the highest standards of integrity is the personal responsibility of each employee and cannot be delegated.

In the event of doubt, employees shall always take guidance from the basic principles established in the introduction of this Code.

All breaches of this Code may give rise to the application of disciplinary measures, including potential dismissal and, if appropriate, to the taking of legal action or the application of criminal sanctions.



10. Reporting illegal behaviour


Employees shall report to their immediate superiors or to the Head of the Human Resources Department all practices or actions that they believe to be inappropriate, and even illegal, under this Code. If appropriate, considering the nature of the reported occurrence, non-fulfilment reports may be directly submitted to the highest executive bodies, the Management or the Board of Directors.

If necessary, the reports can be made confidentially, contacting the Fundiciones-Fumbarri-Durango S.A. Ethics Committee through one of the two channels provided:

  • Ordinary mail to the address: San Roke, 22 48200 Durango (Bizkaia), for the attention of the Ethics Committee
  • E-mail to the address:

All complaints shall be suitably investigated. Fundiciones Fumbarri-Durango S.A. forbids the taking of reprisals against any employee who has submitted a report in good faith; it also protects the rights of the incriminated person while the investigation is underway.


11. Ethics Committee


With a view to ensuring correct fulfilment of the principles and values of this Code of Business Conduct, a Fundiciones Fumbarri-Durango S.A. Ethics Committee will be constituted, made up of one member of the Board of Directors, one member of the Management and one member of the Workers’ Committee.

The Ethics Committee will answer any queries and reports received, either directly or by coordinating the means available for their resolution. It will meet periodically with the double objective of monitoring potential incidents and analysing possible improvements that may arise from application of the Code.


12. Signature and receipt


All new employees must sign an acceptance form stating that they have read the Code of Company Conduct and accept its contents. All employees will be asked to periodically reconfirm their acceptance of said Code. Not reading the Code or signing the acceptance form does not constitute an excuse for violating the Code.



Durango, November 10th, 2016


Signatures of (in order); Manger, President, Secretary, Deputy President, Deputy Secretary, Committee Member