Annual Report

Corporate Governance

Regulatory compliance system

Code of Conduct

The Code of Conduct contains the ethical principles and guidelines for conduct to be followed by the administrators, directors and employees of the Viscofan Group, as well as any person who works for the Viscofan Group, in the performance of their professional activity.

The general ethical principles included in such Code can be summarised in: Respect and Defence of Human Rights; Sustainability; Integrity, Responsibility and Transparency; Respect and Non-Discrimination; Efficiency; and Loyalty.

The functions of the Board of Directors are to ensure the correct application of this Code of Conduct, and to that end, it has the collaboration of the Ethics and Regulatory Compliance Committee, who supervise and monitor compliance with the Code of Conduct.

Internal Regulations in the scope of good governance policy

The internal rules governing the aforementioned bodies, supplemented by the applicable rules to ensure good corporate governance in the Viscofan Group, are available on the Company’s website (, as well as in compulsory publications and registration, on the website of the CNMV ( and the Mercantile Registry of Navarre, respectively.

The internal regulations are principally made up of:

  • Articles of Association:  These are the basic rules governing the Company and all its bodies. The articles set out the main features and operating principles of the General Shareholders’ Meeting, the Board of Directors and its committees.
  • Regulations of the General Meeting of Shareholders:  This text lays down the regulations governing the Shareholders General Meeting to ensure transparency and safeguard shareholders’ rights, and their access to Company information. The rules stipulate the formalities of calling, attending, holding and minutes and of access to prior and General Meeting information by shareholders.
  • Regulations of the Board of Directors:  These set down the principles of action of the Board of Directors, including an appraisal mechanism, and its organisational and operating rules, the standards of conduct of Directors (including the duty to avoid conflict of interest), their duties and the overarching principles that should guide their decisions. They also govern Committees existing within the Board of Directors, their organisational and operational rules, and their remit and powers.
  • Regulation of the Audit Committee and Regulation Appointments and Remuneration Committee: They establish the scope and functions of the Committee, its composition and operation, the Committee's relations with governing bodies and other entities, and the possibility of seeking advice.

  •  Internal Code of Conduct on Matters Relating to the Securities Market: Rules of conduct to ensure that the institutional and personal acts of the Directors and employees of the Viscofan Group strictly comply with current laws and regulations on transparency in the markets and to protect investors’ interests.

Likewise, within the regulatory compliance system, the Viscofan Group has approved action policies in the following areas:

Good Governance

Anti-corruption policy:  This policy is intended to minimise the risk of employees and third parties committing any type of corruption, and to reinforce the Group's position in the event of any breach to avoid actions involving bribery, extortion and other forms of corruption.

Control and Management of Risks Policy:  The purpose of this policy is to set the basic principles and the general action framework to control and manage risks of all nature faced by the Viscofan Group in order to identify, measure, prevent and mitigate their impact in its activity, in case of any occurrence.

Corporate Social Responsibility Policy (Sustainability):  It acknowledges the commitment of the Viscofan Group to developing its activities responsibly, maximising the creation of sustainable and shared value for its stakeholders (shareholders, employees, the market and the society as a whole), identifying, preventing and correcting the possible negative impacts of its actions.

Human Rights Policy:  With this policy the Group assumes the commitment to support and respect the protection of fundamental human rights, and specifically labour rights, the environment and corruption.

Communication policy with shareholders, institutional investors and its representatives or advisors: Aimed at ensuring the continuous flow of communication and providing certainty to shareholders about the transparency of information and access to it, and paying special attention to their views on corporate governance rules and practices, among others.

Board Remuneration Policy: Includes the characteristics of the remuneration system of the directors who perform executive functions, including the objectives and metrics of the variable remuneration, expost adjustments (clawback clauses), the table with all the remuneration components and the summary of the main contractual conditions of the executive directors, as well as the characteristics of the remuneration system of the directors in their condition as such. Also determines the maximum amount of the annual remuneration to be paid to all directors.

Director´s selection policy:  It has the objective of providing the Board of Directors with candidates that can offer the competencies, knowledge and experience required for the Board at all times, taking account of the vacancies to be covered and the structure and composition of the Board.

Policy to encourage shareholders to take part in the General Meeting of Shareholders: attendance fee. All shareholders may exercise their attendance and participation rights in accordance with objective non-discrimination criteria.


Commercial Practices Manual: The document specifies the guidelines and standards that have to be taken into account throughout the performance of commercial activity within the Viscofan Group. Its aim is to ensure the security of such activity and reduce its risks, by guiding and setting the conduct guidelines that are admitted by the organisation.

Policy of Business Courtesies: The purpose of the policy of business courtesies of the Viscofan Group is to establish an objective criterion that sets the difference between business courtesies and the eventual granting of advantages with another purpose.

Policy to outsource commercial services: distributors, agents and other: The policy to outsource commercial services is developed in order to incorporate new control guarantees in business management. 

Financial and tax resources

Policy on Internal Control of the Financial Information:  Oriented towards ensuring that the internal control systems of the Viscofan Group are able to give reasonable assurance on the financial information that is prepared, showing an accurate, true, correct, complete and homogeneous picture of the economic situation, complying with the applicable legal obligations of Viscofan S.A. and of each of the companies comprising the Group.

Tax Strategy: It embodies the principles and basic lines that will govern the tax strategy of the Viscofan Group in accordance with the applicable legislation and with best tax practices, avoiding risks and inefficiencies and ensuring adequate coordination of tax practise in each jurisdiction and its alignment with the long-term business strategy of the Group and the achievement of corporate profit.

Information and systems

Personal Data Protection Policy:  Its purpose is to ensure personal data protection by setting the common principles and guidelines for the Viscofan Group in compliance with and adequacy of the applicable legislation.

IT Security Policy: The policy therefore establishes the basic principles of security, the organisational structure, and indicates the actions necessary to guarantee storage, management and use of information in a digital medium, the security of the systems and networks of the Viscofan Group.

Authorisation policy on computer access and profiles: It establishes measures to ensure the correct use of IT resources. 

Password Policy:  Specifies the basic principles to ensure security of computer systems and networks within the Viscofan Group and to regulate and limit their access.

Computer Systems and Networks Management Policy:  Aimed at management to ensure availability, and combine both the functionality and operability of systems and networks, and their security.

Policy on Audio visual Information Control: Standardisation of the use of audio visual media in the Viscofan environment.


Policy on Staff Selection and Recruitment: Aimed at ensuring objectivity and qualification of new staff, and the selection of the people who best meet the requirements in each case.

Policy on New Recruits' Reception: The purpose is to ensure an appropriate reception, with an overall and efficient view, to all our new staff members of the Viscofan Group, so as to guarantee their knowledge of the position, duties to be performed and the internal rules and procedures that have to be complied with, and to speed up the adaptation of new employees to the Group.

Training Policy: The aim is to guarantee that all employees have all the knowledge and skills necessary for optimum execution of the duties assigned to them, improving or updating their performance.

Staff Leave Procedure: It establishes a smooth and safe process that is able to guarantee business security and continuity due to any person's leave, with the same guarantees and level of confidentiality, and avoiding the loss of other resources.

Policy on Business Expenses: It regulates the expenses incurred during the period in which personnel are deployed outside their centre of origin.

Code of conduct for trips and stays abroad: It sets out the action principles and the behavioural pattern that must be followed by directors, managers and employees of the Viscofan Group in their trips, travel or stays, both temporary and permanent, in countries other than their country of origin, as a result of their professional relationship with the Viscofan Group.


EHS (environment, health & safety) policy: This policy is a commitment to carry out the best practices of the industry in this environmental, safety and health matter.

Basic principles in safety, health and hygiene matters: The main purpose of these principles is prevention, through the performance and implementation of effective actions prior to the materialisation of risks, in order to avoid them, or to reduce their impact if they were to take place.

Food Regulation Policy: Its purpose is to ensure compliance with and adequacy to food regulations that are applicable to the activities and products of the Viscofan Group, identifying the necessary channels for their control, analysis and monitoring.

Control procedure instructions in case of product recall: The purpose of this procedure is to set action recommendations to ensure the quick identification and recall of products that might represent a risk for food safety, in case of crisis, in order to protect consumers, brand image in the market and the interests of the Viscofan Group and its customers.

Policy on Management of Purchases for Assets and Contracts for Services: This policy aims to increase the activity's security and control in management of the purchase of goods and the contracting of services, reduce its risks by guiding and setting the conduct guidelines that are admitted by the Group.

Transport Management Policy: The objective of this Policy is to establish the criteria and principles that favour the coordination of transport management and contracting throughout the Group, promoting procedures and practices that guarantee maximum neutrality in choices and interactions with suppliers.

Supervision and regulatory system

In order to oversee and monitor the adequate implementation and follow up of the regulations, and the management and maintenance of an internal channel for complaints, the Viscofan Group has the Ethics and Regulatory Compliance Committee:

It is responsible for the implementation and monitoring of the Group's compliance system as defined by the Board of Directors, and for periodically reporting on it to the Audit Committee, as well as for proposing its revision and/or updating.

In particular, with respect to the whistle-blower channel, it is the body responsible for opening, on its own account or at the request of a third party, the investigation of any situation that may involve a breach of the Code of Conduct and of present legislation that might give rise to a situation of risk for the Viscofan Group. 

In 2019 the Ethics and Regulatory Compliance Committee met on 7 occasions and completed the investigation of 3 matters raised.

In 2019, specific training was given on the regulatory system, and 1,236 employees received basic training in Ethics and Compliance.

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