Good Governance Code

1. DEFINITION

The good governance code is a compromise that PINNAE assumes as social aim non-profit foundation, independent of any company or entity. It summarizes the values and general action principles that are the pillars of its social responsibility and the best practices for the Institution governance, that are a complement of the provisions of the Staff Regulations.

2. OBJECTIVE

This Code has the purpose to lay the essential foundations and behavior guidelines to support effectively the process of decision taking in the Institution. At the same time, it establishes the criteria for the behavior of the members of its government and its professionals in all those aspects related with the entity.

The objective must be always to act in good faith, not only in the strict observance of the current legislation, but also in a fair, honest and impeccably ethic way, producing a set of behaviors and attitudes that will strengthen PINNAE’S social and institutional reputation.

3. AREA OF APPLICABILITY

The contents of this code are applicable, in general, to all these people who are members of the entity, both due to labor relation or being members of their government and executive organs, and must be also demanded in all external relations with suppliers, contributors, users and beneficiaries of Foundation’s activities.

4. MISSION

Foundation’s mission is to meet our society’s needs: producing opportunities for job placement, fostering social cohesion and promoting economic and cultural activities.

5. VIEW

PINNAE aspire to be, in its territorial area of activity, a referent in the promotion of the social and cultural life and in economic development through job placement and entrepreneurship. The Foundation wants to be a transformation agent in favor of those groups that need more support, fostering social improvement.

6. VALUES

Our acting is based and organized around certain values: solidarity, ethics, territorial commitment, responsibility, human dignity, and independence.

Solidarity. The maximum sensitivity towards the most vulnerable social groups drives us to encourage social cohesion and to create opportunities to promote social and labor for everybody.

Ethics. The daily work will be developed with the purpose to generate confidence in all our relationships, basing the activity in transparency, rigor, honesty and ethical behavior.

Territorial commitment. The field in which the Foundation will concentrate its actions is Catalonia, even if, due to its origins, it will have a territorial commitment with the region of the Penedès.

Responsibility. The management of the Foundation will have to adjust to the criteria of sustainability, caution and proportionality. Resource management, with an approach of social responsibility, will have to be equilibrated, taking in account the socioeconomic yield and the viability in the mid and long term.

Human dignity. The respect to human dignity and welfare are essential aspects. In the Foundation actions the non-discrimination for reasons of race, gender, nationality, religion, sexual orientation, marital status, political opinions or any personal, physical or social condition.

Independence. In the competency setting corresponding to each situation, evaluation and decision processes must be honest and unbiased, dispelling any influence that could damage the image of the Foundation. The foundation must work regardless of social or political opinions that could question its credibility or autonomy.

7. ACTION PRINCIPLES

Respect to human rights. Foundation will safeguard the respect to the fundamental rights of all the staff, guaranteeing non-discrimination and preventing harassment for reasons of race, gender, nationality, religion, sexual orientation, marital status, political opinions or any personal, physical or social condition. Violent, offensive, abusive or disrespectful attitudes or any other attitude against human dignity will not be tolerated. This will apply also for the Foundation staff and in its relationship with any individual or group.
Hierarchical relationships must be respectful and the any forms of abuse of power or authority will not be tolerated, promoting a positive work labor environment. Mechanisms to facilitate conciliation of family, personal and labor life will be promoted, and also that foster equal opportunities in professional promotion.

Human team capacity will be strengthen through motivation, participation, training and communication. The foundation will follow the appropriate criteria in order to reach equilibrium between efficiency and humanity, and staff assessment will be done according to criteria of impartiality, objectivity and fairness.

Integrity. PINNAE will demonstrate with honesty and clarity its identity and way to proceed, under the guiding principle of transparency that must lead its relationships with supervisor authorities and its government organs in the framework in which its social action will develop. Its actions must base on the knowledge and proceeding that show its aims, maintaining the higher degree of integrity, applying objective criteria in the decision taking, and without any connections that could interfere in the management of interests that are the object of Foundation’s social and institutional activity.
Suppliers hiring will be done in a framework of free competition and keeping out of any relationship of interference not related to institution interests. Without prejudice to the economic and technical conditions, the collaboration relationships with suppliers must generate value for both parts.

Social environment. Foundation must devote to the achievement of the Foundation aims at least the 70% of the income and other annual net revenues. The rest will be devoted to the deferred achievement of the purposes or to the increase of equity capital. The board of trustees must approve the use of these remains.
Donations and other resources obtained will be devoted to increase the dotation. Profits obtained thanks to asset alienation, which must be reinvested according to Bylaws, are not included in the calculus of the percentage established in the previous paragraph.
If the Foundation receives assets whose destination is not specified, the Board of trustees must decide if they must be added to the dotation or must be directly use for the achievement of the Foundation aims.
The application of at least the 70% of the revenues to the achievement of Foundation aims will become effective after four fiscal years from the beginning of the first year after the accounting accreditation.

PINNAE will make a social balance sheet of the activities carried out during each year, so that it will be possible to know and asses the adequacy of the results achieved in relation to Foundation aims.

Confidentiality. Generally, people subjected to this Code must keep in secret data and private information that they get to know due to the professional practice, both if they come from or refer to PINNAE, to its staff, to members of its government organs or to third parties. This secret duty will persist even after ending the relation with the institution.
Transparency and confidentiality are complementary values. PINNAE staff must be transparent in the management and, at the same time, they must keep in secret everything related with users and benefiters of the social activity or the economic and labor promotion. This information is object of the most absolute secret and will be only be facilitated in case of requirement through a legal or judicial order. The access to that data is only justified for professional reasons of for contractual agreements and their safe-keeping and use must be done guaranteeing the right to intimacy and with a strict observance of the current legislation, in each moment, with respect to the protection of personal data.

Without prejudice of the legally required publicizing, related to remunerations, professional assessments and medical information of employees, trustees and managers, this sort of information will be treated carefully, applying all the security measures.

Responsibility. People subjected to this Code must direct their technical and professional ability to the execution of their activity in the Foundation. They will assume the responsibility of achieving the necessary training to obtain the maximum efficiency in the exercise of their tasks, which will have priority treatment unless express consent.
A responsible professional performance consist in the commitment with the Foundation, its aims and values, in the personal and professional improvement, in the protection and appropriate use of the resources available, in the appropriate and restrictive treatment of personal data and in the active collaboration in the implementation and observance of the preventive measures of labor security and health.

Legality. General regulation and internal rules must be obeyed. All people directly related with the Foundation have the obligation to inform the corresponding organ – the internal monitoring committee – any misappropriation or illegality that they get to know.
The respect to legal requirements is also applicable to the observance of recommendations and proceedings established or that could be established to preserve natural environment, reduce any injurious impact, and contributing to a sustainable progress guaranteeing to future generations a prosperous and healthy environment.

8. CODE OF CONDUCT

Users and beneficiaries, individuals or collectives, are the recipient of PINNAE’s actions. Externally, the relationship with these individuals and collectives and the services and, internally, people subjected to the Code, will promote behaviors and actions that enhance Institutions’ values and principles.

Conflict of interests. There is conflict of interests when people impartiality can be jeopardized and this could lessen users or Foundation’s interests. Consequently, people subjected to the Code must inform the Internal Monitoring committee of any relationship, economic or not, that could entail a conflict of interests and must defend always Institution general interest, giving preference to it in front of any personal, sectorial or other entities interests, being subjected in any case to the current regulation about conflict of interests and, particularly, to articles 312-9.3, 332-9 y 332-13 of Book III of the Civil Code of Catalonia. In any case, members of the Board of trustees and comparable people, according to articles 312-9.3 of Book III of the Civil Code of Catalonia:1) Must abstain from participating in any sort of business of financial activities that could lessen their objectivity in Foundation management.2) ) Will not participate in the decision taking of those agreements of which they could benefit, directly or indirectly.3) Trustees and comparable people, according to article 312-9.3 of Book III of the Civil Code of Catalonia, can only make economic transactions with the Foundation if the need and prevalence of foundation interests over trustee or comparable person private interest is sufficiently proved. Before making the economic transaction, the Board of trustees must adopt a liability statement and present it to the protectorate with all the corresponding certificates, according to article 332-13.2. The liability statement must observe these articles.
4) During one year after the cessation as a trustee, this person will not be allowed to undertake activities in investee companies of the Foundation.

5) Annually, the Board of trustee will make a report about the conflict of interests that could have happened and the adopted measures to guarantee the objectivity of decisions and agreements reached. This report will be part of the annual accounting.

Dedication and incompatibilities. Foundation staff will devote the professional ability and the necessary efforts to the exercise of their tasks.
The acceptance of any kind of income or commission from third parties alien to the Foundation and investee companies, and the exploitation of the position held in the Institutions are forbidden.

Presents or favors whose price or value could, according to common sense, condition decisions or lessen independency should not be accepted. This rule must be explained to users, beneficiaries, contributors and supplies to avoid situations that could be understood as impoliteness.

Asset management. PINNAE’s economic and financial management must observe criteria of transparency, responsible use, sustainability and proportionality.
A careful control of spending according to austerity and an appropriate budget dimension in the activities made or promoted is required.

Resource management must be balanced, according to performance, carefulness and mid and long term viability. With regard to financial investment, surpluses will be invested following the principles of security, profitability and liquidity.

Board of trustees must approve and present, in relation to temporary financial investments, an annual report about the compliance of the code of conduct that non-profit entities must observe, according to current regulation or what stipulated by the supervising authority.

Annual accounts will be submitted to an external audit, that must be carried out by an independent auditor or auditing firm.

Asset utilization. The totality of assets that are part of the foundation patrimony can only be alienated or levied on onerous title and respecting the conditions imposed by founders or contributors.
In any case, alienation or levy acts of real-estate, business premises or movable assets valued in more than 15.000 euro will be communicated to the protectorate before executing them. If the market value is between 100.000 euro and 200.000 euro, the Board of trustees, before the formalization of the contract, must present a liability statement to the protectorate, explaining why the operation is in the benefit of the Foundation. If the market value is over 200.000 euro, this operation will require the protectorate consent. In both cases, it will be necessary to provide a report subscribed by independent technicians proving that the operation responds to economic and financial criteria. Alienation of assets traded in official markets is an exception to that rule if the alienation is done for a price at least as high as the quotation.

Changes in the patrimony deriving from the alienation or levy acts must be reflected in the Foundation inventory. These acts must also appear in the annual accounts report.

Relationship with third parties. Foundation will try, if possible, to establish relationships with third parties – suppliers, contributors, users and beneficiaries – who work with values closed to those that govern its activity, under criteria of quality and objectivity. Any operative or strategic alliance with entities of firms will be governed, also, by its social added value, efficient cooperation and contribution of knowledge and synergies in the Foundation action field.
The suppliers’ selection will be done according to the following criteria: quality, price, additional services and social value. In any case, in the selection process, it is necessary to guarantee transparency, equality and objective assessment, and to avoid exclusivity relations that could lead to a disproportionate personal relation.

All economic or contractual relation against human rights recognized in international treaties or against the Institution values will be avoided. In particular, in those programs of economic and labor promotion that include aspects such as microfinances exclusion criteria for those activities against the principles of personal dignity, sustainability and environmental protection will be established.

Institution’s social assistance programs will be managed according to criteria of economic rationality and maximum service to general interests in their territorial field of action.
Relations with users and beneficiaries created in that sense, must be based in a transparent knowledge and proceeding, showing the objectives of the different parties. In any case, putting in practices projects of giving assistance cannot lessen PINNAE’s independency.

Treatment of assets, data and documents. All personal data must be treated in a restrictive way, so only those necessary will be obtained.
Gathering, treatment and use of data must be done in a way that guarantee its security, authenticity and accuracy, the right to intimacy and the observance of the regulations about private data protection.

Foundation’s resources, means and equipment must be used to achieve the objective to which they are devoted, and not to meet personal needs. Documents, information and other gathered in the exercise of the Foundation tasks must be maintained diligently or, conveniently destroyed if they are not going to be useful anymore to avoid an incorrect use by third parties.

Retributive policy. Retributive policy will be governed by the principle of equilibrium between moderation and stimulus, so that independency will not be lessened.
Staff remuneration is subjected to the maximum transparency, with a itemization using different concepts, fix and variable, including bonus, expenses, payments in kind, retirement funds, assurances or any other component, always observing employees acquired rights and the strict observance of the current labor regulation and, specially, the corresponding agreement for offices and studies.

Its publicity, regarding extension, detail and individualization, will adjust to the requests of the current regulation.

9. GOVERNMENT

The Board of trustees is the corporative body that rules and it is the maximum responsible for the Foundation government and management and it acts with collective responsibility.

Its members exercise their position for free and they carry out their roles in benefit exclusively of Foundation’s interests, independently of any other interest of objective that could affect them. They are obligated to keep in secret their deliberations, agreements and reserved information to which they could have access thanks to their position and other obligations legally established.

The members of the board of trustee are entities and noted individuals in cultural, scientific, philanthropic, civic and economic activities or professionals in the fields in which the social activity of the Foundation is carried out. They are legal persons, public or private, founders or with a long tradition in the government of the former, Caja de Ahorros del Penedés, or public entities related to the region; legal persons who carry out philanthropic activities and contribute to the Foundation resources; legal persons, public or private, who promote activities similar to those included in article 5 of the Social Bylaws or related and who can contribute with knowledge and synergies in the Foundation field of action, in its activities or the programs that require; and noted natural persons proposed by other groups of the Board of trustees.

10. INTERNAL CONTROL MECHANISMS

Due to its nature of special foundation and according to the current regulation, PINNAE’s control is exercised by the Generalitat de Catalunya, through: a) The department of the Generalitat de Catalunya competent in foundations according to the civil legislation of Catalonia; b) The department of the Generalitat de Catalunya competent in cajas de ahorros with respect to the object, activity, continuity and budget.

The Foundation is equipped with an internal monitoring committee whose aim is to monitor management, consistency in procedures and methods, according to laws, bylaws, regulations and internal rules. Provisions of Bylaws will be observed with respect to its internal functioning and a minimum of two ordinary sessions will be held during the year.

In any case, it must monitor all the Foundation activities and the processes and proceedings to execute it so that they will be carried out according to criteria of quality, transparency, non-discrimination, efficacy and efficiency. To orientate actinc in case of disagreement in the application of the Code, to solve conflicts that could appear in relation to it, maintaining the due confidentiality, watch over the updating of its contents, to promote the ethical behavior between implicated people and to make an annual report of the actions undertaken and the adopted measures that will be approved by the Board of trustees will also be roles of the Committee. That report, together with the approval of the Board of Trustees, will be communicated to the protectorate of the Generalitat de Catalunya. Any reference to conflicts of interests must be included in the annual report of the Board of trustees, which will be attached to PINNAE’s annual accounts.

To carry out its roles, the Committee can request with total autonomy the advice and the information, both internal and external, that it consider necessary.

11. APPLICABILITY

The Good Governance Code and its future modifications, on request of the Internal Monitoring Committee, will be applicable once approved by PINAE’s Board of Trustees.

It will be spread through the Foundation webpage, and the protectorate of the Generalitat de Catalunya will be informed about its approval and content.

12. COMPLIMENT I INTERPRETACIÓ

El personal i membres dels òrgans de govern de PINNAE venen obligats a conèixer aquest Codi, a regir-se conforme a les seves pautes, a facilitar la seva difusió i implantació, a comunicar qualsevol possible infracció del mateix de la que en tinguin noticia i a cooperar amb qualsevol investigació, auditoria interna o externa, que es realitzi.

Les comunicacions sobre possibles infraccions, recomanacions o els dubtes que puguin sorgir de la seva aplicació seran trameses al Comitè de Control Intern, a qui també li correspon la interpretació del Codi.

Amb caràcter supletori, i en les matèries relacionades amb les eines de suport dels programes de inserció sociolaboral, s’estarà al que estableix el “Codi de conducta per a la provisió de microcrèdits a la UE”, de la Comissió Europea.

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