December 2023
Annual Report 2023: Compliance with the Internal Code of Conduct in the securities markets
Neinor Homes, S.A.; Governance, Risk and Compliance, Internal Audit & ESG
Castellana, 20; 5th Floor; 28046 Madrid; Tel: 912 875 130
Neinor Homes. Annual Report 2023: Compliance with the Internal Code of Conduct in the securities markets
Activities regarding the assurance of compliance of the Neinor Homes Internal Code of Conduct in the securities markets
As established in the consolidated text of the Securities Market Law1 and the Regulation of the European Parliament and of the Council on Market Abuse and its implementing provisions2, and in accordance with the provisions of article 11 of the Audit and Control Committee Regulations and article 14 of the Appointments and Remuneration Committee Regulations, Neinor Homes has defined the Internal Code of Conduct in the securities markets in order to set forth the rules of conduct that must be observed by the Company. It applies to all Neinor Homes employees, with special attention to the members of the Board of Directors and Senior Management.
Core content
➢Rules of conduct regarding: | |
• | Transactions carried out on a party's own behalf |
• | Inside information |
• | Market manipulation |
• | Treasury share transactions |
➢Correspondence records and register of activities |
Annual Report 2023
a | Monitoring of the register of persons with permanent access to |
inside information and of the register of persons with access to | |
inside information of a transaction or event. | |
Insider list | The Compliance Officer shall always keep the list of insiders |
updated and shall keep the data for at least five years from the | |
date of its creation or its last update. |
➢Register of covered persons and associated persons |
➢Supervision of compliance with the internal code of conduct |
Approval
This Code was approved by the Board of Directors of Neinor Homes at its
meeting held on March 6, 2017, it was updated on July 24, 2019, and it was complemented with the General economic-financial,non-financial and corporate communication policy of April 26, 2017, updated on January 26, 2022.
Scope of application
This Code shall apply to: | ||
Covered Persons: | Related Persons: | |
• | Members of the company's Board of | • Spouse or person deemed equivalent. |
Directors. | • Dependent child. | |
• | Company's Senior Managers. | • Any other relatives that have lived with |
• Secretary and Vice-Secretary of the Board | the Covered Person for at least one year | |
of Directors. | prior to the date on which a transaction is | |
• Managers and employees that perform | conducted. | |
their duties in areas related to securities | • Any legal entity in which the Covered | |
markets or that have regular access to the | Person or the Related Person hold a | |
Inside Information and, in any case, the | management position or is in charge of its |
b
Signing of the commitment of adhesion (letters)
c
Training
d
Periodic review of employee share ownership
All covered persons (including the Directors) have signed the following documents (letters) in which they acknowledge that they are aware of and accept the obligations of their inclusion in the list:
Declaration of | Model of | Confirmation of | Declaration of | ||||||||
receipt, | identification of | understanding and | adherence to the | ||||||||
understanding and | Internal Code of | ||||||||||
related parties and | acceptance of | ||||||||||
acceptance of NH' | Conduct (RIC) in the | ||||||||||
conflicts of interest | inclusion in the NH | ||||||||||
Code of Ethics and | securities markets | ||||||||||
with NH | insider list | ||||||||||
Internal Policies | of Neinor Homes | ||||||||||
Who are the subject persons with access to privileged | |||||||||||
Compliance Training and raising awareness in | contents | information and who should be part of the insider list | |||||||||
What is meant by Inside Information | |||||||||||
November 2023 for all directors and employees. | |||||||||||
Main obligations of the persons subject to or with access to | |||||||||||
The Internal Code of Conduct in the securities | |||||||||||
Training | Inside Information | ||||||||||
markets is a part of the content of Compliance | Protocol for the management and dissemination of Inside | ||||||||||
Training. | Information and other relevant information | ||||||||||
Procedure for the management and dissemination of | |||||||||||
economic-financial and corporate information |
Periodic verification of ownership of Neinor Homes shares and acquisitions made by employees, in order to verify that they have reported the transactions carried out in accordance with the procedures established for this purpose.
Verification of compliance with deadlines for communicating operations after the date of the transaction (3 working days for persons with management responsibilities and 5 working days for the rest covered persons, including their related persons).
persons belonging to the financial, investor | management; or any that is/are directly or |
relations, legal and business development | indirectly controlled by such person; or |
departments. | that was created for his/her benefit; or |
• Any other person included by decision of | whose financial interests are, to a great |
the Secretary General. | extent, equivalent to those of such person. |
• Any other individuals or entities that are | |
given this status under the legal provisions | |
in force at any given time. |
e
Restricted activity periods for carrying out transactions involving shares
Persons Discharging Managerial Responsibilities shall refrain from carrying out any transaction during the 30 calendar days immediately preceding the date on which the financial reports of the Company are made public.
The Compliance Officer may expressly authorize them to carry out transactions during these periods, subject to proof that the specific transaction cannot be carried out at any other time
Disclosure Obligations
- Persons Discharging Managerial Responsibilities and their Associated Persons
- Covered Persons other than the ones referred to in the previous bullet, as from the date on which they become Covered Persons
- The regulation referred to is Article 225.2 of the consolidated text of the Securities Market Law approved by Royal Legislative Decree 4/2015 of October 23, 2015.
- The regulation referred to is Regulation No 596/2014 of the European Parliament and of the Council of April 16, 2014, on market abuse and its implementing provisions.
Attachments
- Original Link
- Original Document
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Disclaimer
Neinor Homes SA published this content on 15 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 March 2024 17:26:04 UTC.