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.

Regulatory Compliance Officer
Tasks are carried out by the Club’s Legal Director.

Communication and Complaints Channel
Should any person wish to communicate any complaint with regards to the Code of Ethics, or any other related matter, they may do so via this e-mail address: [email protected]

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 respectable business person and also with loyalty towards all the members and the interests of the Club.
• Abide by current legislation when performing their duties.
• Comply with the duty of discretion and confidentiality with regard to 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 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 attention and which may be of interest to the Club.

Relations with and between employees

• Respect and equal treatment

Athletic Club is committed to providing 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 it be sexual or otherwise.

• 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, their leadership qualities and skills, all of which shall always be objectively assessed.

• Human Rights and Basic 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 observing 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, Athletic Club is aware of the difficulties of combining work and family satisfactorily. Therefore, its objectives include fostering a work-life balance by adapting itself as far as possible to the family and personal circumstances 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 in the Club’s own market of activity 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 a good working relationship among the Club’s directors.

• Professionalism and solidarity

Athletic Club applies the strictest professional criteria, requiring that its employees conduct themselves 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 to be organised in accordance with the Club’s interest. They shall seek to create long-term value for the partner and ensure 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 help in achieving 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

In the course of its ordinary actions, Athletic Club is committed to complying with what has been established in Antitrust and Unfair Competition legislation, both at national and Autonomous Community level. The Club is especially committed to avoiding any actions or behaviour which, as stated in said legislation, are considered as prohibited conduct by the legislator.

• 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 exists when a 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 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 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 with dignity and integrity. 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 groups, the Club and its members are 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.

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 relevant federations and organisations (FIFA, UEFA RFEF, LFP, etc.) and 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 economic benefit or any 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 the Club procedures and provided that they come under socially appropriate customs and practices.
• If in doubt, gifts should not be offered or accepted. Under no circumstances, should any employee or director of the club offer or accept any amount of cash in hand.
• 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 undue personal or financial compensation:

• 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 must refrain from carrying out or trying to carry out any activity or adopting any behaviour that could be interpreted as inappropriate or could arouse suspicion.

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 express prior authorisation from the Regulatory 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 manage such activities or transactions.

Fighting drugs and doping

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

All 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 such as civil servants, members of 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 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. Such information therefore may not be disclosed, let alone used for personal gain.

Confidential information is taken to be:

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

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 such case 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

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 personal data shall be in keeping with the purpose for which it was collected.

Intellectual and Industrial Property

Athletic Club protects its intellectual and industrial property rights and respects the rights of third parties in this matter.

Thanks to the innovation 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 materialise may vary substantially (processes, designs, methods, commercial strategies, customer information, prices, etc.). Therefore, Athletic Club employees and directors may not disclose, copy or use those rights to obtain 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 material belonging to third parties that is protected by industrial or intellectual property rights, along with the use of software and computer programmes without the relevant license, is absolutely prohibited.

Athletic Club is hereby committed to operating in a way that is least detrimental to the environment, attempting as far as possible to reduce the negative impact that it may have on ecosystems.

Health and Safety at work is fundamental and both Athletic Club and its employees must strictly comply with regulations. In this sense, the Club is obliged to rigorously enforce the rules on Health and Hygiene in the workplace as well as the Prevention of Occupational Hazards. The Club will also provide employees with the technical equipment necessary to carry out their duties and run as many training courses as necessary for the protection of workers.

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

This Code has been approved by Athletic Club’s Board of Directors, which will implement regulations deemed necessary for the development of what is stipulated herein. The board shall be in charge of ensuring it is constantly updated, thus adapting it to the social and legal reality 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.