Code of ethics

This Code is applicable to and binding for the following groups of people and entities:

• Members of the Board of Directors
• Members of the Disciplinary Board and of the Appeals Committee of the Club
• All Athletic Club employees and directors.

It is the responsibility of the aforementioned individuals and entities, regardless of their role in the Club, to enforce and comply with this Code. No type of breach of the Code shall be tolerated or overlooked and any employee who reports activities that are suspicious, unlawful or contrary to this Code may not be penalised on those grounds.

The behaviour that must govern the actions of Athletic Club can be broken down into the following sections:

Internal functioning of the Governing Bodies

The performance as a member of the Board of Directors or as director of Athletic Club shall include the obligation to comply with the following duties:

• Serve with the due diligence of a business person with good standing and loyally to all the members and interest of the Club.
• Abide by current legislation when performing their duties.
• Comply with the duty of discretion and confidentiality with regard to the information relating to the Club, as well as to the deliberations of its governing bodies.  This obligation remains in force even after they no longer hold that post.
• The directors shall abstain from carrying out duties or holding posts, either directly or indirectly, with other entities, companies or undertakings whose activities or interests are the same as or are in conflict with those of the Athletic Club.

In this regard, they shall obtain the prior written authorisation of the Board of Directors of the Club prior to accepting any post, job or collaboration with any other company or undertaking, whether private or public.

• Notify the Board of Directors about any business opportunity coming to their notice and which may be of interest for the Club.

Relations with and between employees

• Respect and equal treatment

The Athletic Club undertakes to provide all its directors and employees with fair and decent working conditions. Moreover, no type of abusive, hostile or offensive conduct or any discrimination on the grounds of race, sex, sexual orientation, belief, ideology, religion, social origin, disability, nationality, age or circumstance of any other type shall be tolerated between the members of the Club regardless of their rank or standing.

The Club likewise rejects any type of harassment at work, whether or not it is sexual.

• Equal opportunities

All the employees shall enjoy the same opportunities for personal development so that promotion decisions may only be based on their training, merit, effort and, as appropriate, of the leadership qualities and skills, which shall always be objectively assessed.

• Human Rights and Fundamental Freedoms

Each and every one of the members of Athletic Club are required to scrupulously respect the Human Rights and Public Freedoms set out in the 1948 Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights of 16 December 1966, the International Covenant on Economic, Social and Cultural Rights of 16 December 1966, the 1950 European Convention on Human Rights, the 1978 Spanish Constitution and any other legislation aimed at protecting and complying with public freedoms and fundamental rights.

• Fostering a work-life balance.

Athletic Club is aware of the importance of its staff having a fulfilling personal life in order to carry out their duties correctly.

Furthermore, the Athletic Club is aware of the difficulties of combining work and family satisfactorily. Therefore, its objectives include fostering the work-life balance by adapting as far as possible to the family and personal circumstances and situations of its employees and directors.

Relations with third parties and with the Market

Relations with third parties, taken to be suppliers, customers, competitors and partners, along with investors and stakeholders of the market of the activity of the Club shall be governed by the following principles:

• Leadership and transparency

The administration and management of Athletic Club shall be entrusted to the most suitable people based on their expertise, qualities, experience and leadership ability.  The emphasis shall always be on a shared management model that harnesses the good working relationship and complementarity of the directors of the Club.

• Professionalism and solidarity

Athletic Club shall be governed by applying strictly professional criteria and the employees working there shall be required to act in a reliable, committed, responsible and loyal way.

The employees and directors of the Club shall put aside their personal interests when they are making economic and business decisions and shall strive for the administration and management of the Club be organised in accordance with the club interest.  This shall seek to create long-term value for the partner and ensuring fullest commitment to legality, safety and the appropriate risk management.

Athletic Club, to the best of its abilities, shall help the employees and directors who so request to achieve their professional aspirations. Any employees and directors of the Club whose conduct, behaviour or personal endeavour are not in keeping with the requests made shall not be entitled to this support.

• Fair competition

Athletic Club hereby undertakes to act in the due course of its ordinary activities in such a way that it complies with what is established in national and EU Antitrust and Unfair Competition, and most notably undertakes to avoid any actions that, as set out in that legislation, are considered by the legislator as prohibited conduct.

• Conflict of interest

The Club cannot accept any conflict of interest between its employees and directors. In this regard, it is envisaged that when conflicting professional and personal interests exist, that situation shall be reported to the Compliance Officer using the internal channels established for that purpose (Internal Whistleblowing and Notification Channel).

A conflict of interest situation shall exist when the decision that must be taken in the professional field is influenced not by valid business criteria, but rather by family and personal interests aimed at an individual benefit to the detriment of the Club.

Accountability and commitment of the Club

Athletic Club hereby undertakes to comply with any applicable regulations and, in particular, those aimed at respecting cultural diversity and of customs.

Athletic Club and all its directors and its employees shall undertake to follow the principles and values set out in this Code.

Furthermore, they shall behave ethically when carrying out their duties and shall behave and act in a fully dignified and upright manner. The main principles and values of this code are set out below:

Duty of neutrality

In dealings with international, governmental and administrative institutions, associations and groupings, the Club and its members shall be required to remain politically neutral, in accordance with the principles and objectives of FIFA, the Union of European Football Federations (UEFA), the RFEF (Royal Spanish Football Federation) and of the Club, and in general to act in a manner compatible with their function and integrity.

Loyalty

Athletic Club employees and directors shall act with absolutely loyalty, particularly to the club, and shall abide by the rules established by the most important federations and organisation (FIFA, UEFA RFEF, LFP…) and the other clubs.

Offering and accepting gifts and other benefits

• Athletic Club employees and directors may only offer or accept gifts or other benefits in accordance with what is established in the “Institutional Gifts” procedure and in the “Policies regarding economic benefits and advantages” document, which can be summarised as being limited to, those that:

a) Have symbolic or trivial value
b) Exclude any influence for the execution or omission of an act that is related to their official activities or falls within their discretion
c) Are not contrary to their duties
d) Do not create any undue pecuniary or other advantage
e) And do not create a conflict of interest.

• Acceptance of any gifts or benefits not meeting all of these criteria is prohibited, apart from the exceptions established in those procedures of the Club and provided that they come under socially appropriate customs and practices.
• If in doubt, gifts shall not be offered or accepted.. In any event, the employees and directive of the Club shall not offer or accept any amount of cash.
• The members of the Club may not be reimbursed by FIFA, the RFEF or the Club for the costs associated with family members or associates accompanying them to official events, except when expressly permitted by the Club. Any such permission shall be in writing.
• They shall refrain from any activity or behaviour that might give rise to the appearance or suspicion of improper conduct as described above.

Bribery and corruption

Athletic Club and its members shall comply with what is established in Article 21 off the RFEF Code of Ethics, and shall therefore not offer, promise, give or accept any personal or undue pecuniary advantaged:

• In order to obtain or retain business or any other improper advantage from anyone within or outside FIFA, the RFEF or the Club.
• For the execution or omission of an act that is related to their official activities and is contrary to their duties or falls within their discretion.

Athletic Club employees and directors shall refrain from or seeking to perform any activity or adopting any behaviour that might give rise to the appearance or suspicion of improper behaviour.

Commission

Athletic Club or its members are forbidden from accepting commission or promises of such commission for themselves, from intermediaries or related parties, for negotiating deals of any kind while performing their duties, unless they have prior express authorisation from the Compliance Officer.

Integrity of matches and competitions

Athletic Club employees and directors are forbidden from taking part in, either directly or indirectly, or otherwise being associated with betting, gambling, lotteries and similar activities or transactions related to football matches. They are likewise forbidden from having stakes, either actively or passively, in companies, concerns, organisations, etc., that promote, broker, arrange or conduction such activities or transactions.

Fighting drugs and doping

All the members of Athletic Club must be committed to fight against drugs and doping in sport and be totally opposed to the use of drugs and doping methods.

All the Athletic Club directors and employees are required to comply with and abide by current legislation, irrespective of rank and their scope of application, in the performance of their respective work and activities, particularly in the case of operations with a clear social impact or when people with the standing of civil servant, public authority or members of political parties are involved.

Moreover, all the individuals mentioned in Section 1 herein shall comply with all the terms contained in this Code which could be applicable in the normal course of business.

In this regard, if any of the individuals mentioned in Section 1 observe or become aware of the breach of any of these rules, they shall immediately notify the competent person, the Compliance Officer, by means of the mechanisms in place for that purpose (Internal Whistleblowing and Notification Channel).

Athletic Club confidential and privileged information

All the Athletic Club directors and employees have the duty and obligation to treat as confidential any information relating to the Club that may be classified as privileged, confidential, reserved and/or secret, and therefore it may not be disclosed and, let alone, be used for their personal gain.

Confidential information is taken to be:

• Any information not in the public domain that affects the business of the Athletic Club in its broadest sense: customer details, market, financial details, methods and processes.
• Information provided by third parties to the Club and which are subject to confidentiality undertakings.

We must differentiate between two cases regarding the dissemination of this information:

• When the dissemination of confidential information is necessary in the course of an activity, all the possible measures and precautions must be taken to protect their reserved nature.
• When that information concerns a third party, it may only be disclosed in any event with the approval of those third parties.

All the files must be zealously stored in accordance with current legislation and the Athletic Club internal policies and procedures.

Personal data

The Athletic Club and the employees who, in the course of their work, handle the personal data of its employees and directors or members may only use that data in accordance with what is envisaged in the Personal Data Protection Act and enacting legislation and always in accordance with the internal procedures in place in the Club. Furthermore, the processing of the personal data shall be in keeping with the purpose for which they were collected.

Intellectual and Industrial Property

Athletic Club protects its intellectual and industrial property rights and respect third-party rights in that regard.

Thanks to the innovation capacity and work of its employees and managers, Athletic Club generates ideas, services, business strategies and opportunities, which play a key role in the Club’s competitiveness, and their knowledge and dissemination, must therefore be protected.

The way in which those intellectual and industrial property rights may materialise may vary substantially (processes, designs, methods, commercial strategies, customer information, prices, etc.). Therefore, the Athletic Club employees and director may not disclose, copy or use those rights to obtain an illegitimate or personal gain. Neither may they assign them to third-parties without the prior and express authorisation of the Club.

Moreover, stronger diligence and care measures have to be adopted when dealing with information related to the intellectual and industrial property rights of customers and third-parties.

The reproduction of third parties protected by industrial or intellectual property rights, along with the use of software and computer programmes without the relevant licence, is absolutely prohibited.

Athletic Club hereby undertakes to operate in a way that is least detrimental to the environment, thus reducing as far as possible the negative impact that that may have on the its eco-systems.

Health and Safety at work is a fundamental aspect and both the Athletic Club and its employees must strictly comply with its regulations. In this regard, the Club undertakes to rigorously enforce Health & Safety at work and Prevention of Occupational Risk legislation, to supply the employees with the necessary technical equipment to perform their duties and to run as many training courses as necessary to protect the workers.

There shall be no subcontracting with companies that do not respect the workers’ rights, the provisions relating to Health, Safety and Hygiene at work, including those covering the Prevention of Occupational Risks, or contract workers whose employment situation does not comply with current legislation.

This Code has been approved by the Athletic Club Board of Directors, which will issue the implementation rules deemed necessary for the enforcement of what is stipulated herein.  The Board shall be in charge of overseeing its ongoing updating in order to adapt it to the legal and social situation of any given time.

It is the responsibility of all Athletic Club directors and employees to meet the principles, deadlines and directives contained herein and to ensure its correct compliance.  Therefore, in the case of any suspicion regarding any breach of what is envisaged herein, they shall immediately notify their immediate superior or the Compliance Officer, using the channels established for that purpose (Internal Whistleblowing and Notification Channel).

Unless the employee has breached the Code or acted in bad faith, they shall be protected against any type of reprisal.  Their identity shall always be safeguarded and only the people tasked with processing the complaint or communication shall have access to it.