Ethics and integrity
Ethics and integrity form one of the most relevant aspects for the company, as reflected in its Code of Ethics and Compliance Policy. They guarantee the honest behaviour of our professionals, and of the third parties with whom we form relationships; even when this behaviour is not set out in the legislation, it is one of our priorities. This commitment allows us to guarantee appropriate decisions are made, creating trust in our stakeholders and facilitating the sustainability of the business.
Key aspects that are covered by our ethics and integrity model are the frameworks of policy, procedures and applicable regulations, including the Code of Ethics, and the implementation of Compliance and Crime Prevention Models, and their dissemination.
- Approval of the Enagás Group Compliance Model, including the Compliance Policy and General Compliance Regulations.
- Training on the Crime Prevention Model in use in Spain.
- Inclusion, within the scope of the partnership audits that Enagáscarries out on affiliates, verification of ethical and criminal liability aspects.
- Conducting of internal audits on fraud prevention in affiliates.
- Adherence to the Code of Good Tax Practices.
- Extension of the Internal Control over Financial Reporting System (ICFR) to the affiliate GNL Quintero.
- Updating of the Enagás Mexico Crime Prevention Model.
- Implementation of the Enagás Group Compliance Model, in keeping with the obligations set out in the General Compliance Regulations, including regular reporting from divisions and reporting to the Audit and Compliance Committee.
- Definition of a Corruption Prevention Model, including the review of the Anti-Fraud, Corruption and Bribery Policy, and creation of the General Regulations for its implementation.
- Strengthening of internal auditing into fraud, corruption and bribery in affiliates.
- Definition of the Enagás Peru Crime Prevention Model.
communications received via the Ethics Channel
of Enagás’ employees received training on the Code of Ethics
of employees have received training on the Crime Prevention Model in use in Spain
of employees received training in anticorruption policies and procedures in the past three years
The Enagás Code of Ethics (Enagás Group Code of Ethics and Enagás GTS Code of Conduct) sets out the conduct that is expected from all professionals in the company, irrespective of their responsibilities and their geographical or functional location. The Code is implemented via policies, regulations, procedures and controls.
The policies set out the principles and commitments of the main management areas of the company. The corporate directives define the principles of action for specific management areas.
The Ethical Compliance Committee, functionally and directly dependent on the Board of Directors’ Audit and Compliance Committee, has competencies relating to the Code of Ethics.
Enagás also has the following procedures in place associated with the Code of Ethics:
- Procedure for the functioning of the Ethical Compliance Committee.
- Management of offering and acceptance of gifts, which states the professionals who offer or receive gifts over a specific value are obligated to report those gifts.
- Management of consultations and reporting regarding irregularities or breaches of the Code of Ethics in order to encourage compliance with the Code of Ethics and the regulations that govern its implementation. For this purpose, the company enables Enagás employees and the company’s suppliers, contractors and those who collaborate with it or act on its behalf, including business partners, to resolve any doubts or to report any irregularities or breaches through one of the following channels or any other means the company may set up in the future (Ethics Channel):
In 2017, two communications were received via the Ethics Channel:
A report regarding abuse of position and privileges by a superior, which, after consideration, led to an investigation (interviews with the reporter, individual reported, and people in the vicinity of both parties). The case was closed with the adoption of corrective measures.
A report regarding a selection process, which was rejected, after communication with the interested party. The case was closed.
The Enagás Compliance Model is managed by a compliance function which is supported by synergistic functions and other corporate support areas including the participation of local compliance officers located in the different countries where Enagás operates.
According to the company’s policy, procedural and regulatory framework, the Enagás Compliance Model structured around the Compliance Policy and its associated regulations:
- The Compliance Policy approved by the Board of Directors in 2017 sets out a series of compliance commitments that all company professionals must comply with, irrespective of their professional category or the country where they carry out their activities.
- The General Compliance Standard develops what is set out in the Compliance Policy and Enagás Code of Ethics. It outlines the compliance responsibilities that, according to each professional category, are assigned to Enagás’ professionals.
The model defines double line reporting in order to have a compliance function that is coordinated on a global level; this mitigates the risks of regulatory non-compliance in the national and international arena, which may in turn have serious reputational consequences. This double line reporting is on the one hand, that developed by the corporate areas and, on the other hand, that developed by compliance officers in the different affiliates. Loss of information and inconsistencies are therefore avoided.
The Compliance Policy, implemented by the General Compliance Regulations, sets out the commitments of all professionals to compliance
As part of the Compliance Model, Enagás has a Crime Prevention Model that acts as the core of the company’s criminal compliance, notwithstanding the existence of policies, procedures and controls that illustrate its content and ‘contribute to preventing crimes being committed by any person who is part of Enagás as well as, in their respective areas of relation, by contractors, suppliers, business partners and any third party that collaborates with or acts on their behalf.’
The Crime Prevention Model in Spain includes the following elements:
- Potential offences of criminal risk that are considered when taking into account the activity of a company with the characteristics of Enagás.
- Roles and responsibilities defined by a governance structure aligned with art. 31 bis 2.1 and 2 of the Criminal Code. The role of the Director of Compliance has thus been redefined with regard to the reception, prior study and investigation of complaints, as has the Compliance Department as a Criminal Prevention Body.
- Map of risks and activities exposed to criminal risk.
- Inventory of controls, both general and specific, that exist at Enagás that provide preventive virtuality in the face of potential offences being committed.
- Disciplinary system articulated around compliance with the Code of Ethics which ensures compliance with the model via disciplinary measures.
Enagás has an Anti-Fraud, Corruption and Bribery Policy in place which reflects the company’s vehement opposition to the committing of illicit or unlawful acts and its firm will to combat and prevent them, for the purpose of fulfilling its ‘zero tolerance’ principles.
The Crime Prevention Model includes risks related to corruption, such as bribery, influence peddling and corruption in business. All activities in Spain have been analysed for these risks and the company has put in place controls and guidelines for action in order to prevent and mitigate those risks.
In 2018, the company is working on the definition of a Corruption Prevention Model, based on ISO 37001, which includes a review of its Anti-Fraud, Corruption and Bribery Policy, and the creation of regulations that implement and will serve as a framework for the corruption prevention controls.
Enagás is also conducting internal audits of its affiliates in order to verify the solidity of internal controls associated with the processes at greatest risk for fraud, corruption and bribery, establishing control activities to strengthen them wherever necessary. The following reviews were conducted in 2017:
- Purchasing and payment audits in the Altamira Group (TLA), Trans Adriatic Pipeline AG (TAP) and Transportadora de Gas del Perú (TGP), including among other controls, analysis of data associated with procurement processes for the detection of purchasing patterns and possible indications of fraud, verification of the existence of proper segregation of functions in the process, and validation that purchases are made with previously approved suppliers.
- Audit in TgP to review the manual entries made by the company in order to avoid recording of unauthorised entries, to know the integrity of the manual entries, breakdown of the entries in order to circumvent levels of authorisation, and to ensure the existence of a an adequate internal control environment.
- Audits on ethics and good governance at Compañía del Gas del Amazonas, S.A.C (COGA) and TLA, where verification was made of, among other issues, a risk model, a matrix of authorisations and responsibilities for governing bodies, a code of ethics and a reporting channel, crime prevention models, anticorruption policies, and training of employees in the detection of fraud.
- Creation of an anti-bribery questionnaire at Swedegas, aimed, among others, at verifying that no intermediary and/ or third party operated in countries included on lists such as the US Department of Treasury’s OFAC, and to obtain information on the type of transactions or activities that exist between Swedegas and third parties, and to know the criteria and restrictions found in the third-party remuneration model.
- Extension of the Internal Control over Financial Reporting System (ICFR) to GNL Quintero.
In 2018, the company will continue to make progress in the prevention of fraud, corruption and bribery in its affiliates, strengthening its internal auditing process and following up on audits conducted in previous years.
Enagás adopts a focus of responsible tax practice based on prudence and aligned with the recommendations set out in the OECD Guidelines for Multinational Companies.
The Responsible Tax Practice Policy sets out the strategy and principles that must guide the conduct of all employees, executives and directors of Enagás, as well as third parties with whom the company has relationships.
In 2017, in line with the company's commitment to tax transparency, Enagás adhered to the Code of Good Tax Practices.
Moreover, in accordance with the public reporting commitments set out in the Responsible Tax Practice Policy, the company has published in this report the total tax contribution and the taxes paid in the different jurisdictions where the company operated through affiliates (see the chapter on ‘Financial and operational excellence’).
The company is included in the European Transparency Register, and reports on information related to the cost of activities connected with the regulation and implementation of European policies that directly or indirectly impact the gas transmission and storage business, the liquefied natural gas business, and the Spanish and European gas industry. It also reports on lobbying initiatives carried out by the company in Brussels in relation to these policies and implementations, and the associated costs.
Enagás has 3 professionals participating part-time in different activities related to the transparency register, including a permanent representative in Brussels. In 2017, annual costs were less than 200 thousand euros, distributed as follows: personnel expenses (46%), office and administration expenses (1%), representation, communication and public relations expenses (2%), internal expenses (14%), association membership fees (37%).
Enagás professionals are provided with the opportunity to undergo training on the Code of Ethics that encompasses such key issues as the fight against fraud, corruption and bribery, fiscal responsibility and respect for Human Rights, among others. It is a tool for preventing irregularities, including those that could constitute crimes, in those spheres. The course has been completed by 92% of professionals in Spain.
Training was given in 2017 on the Enagás Crime Prevention Model, which was completed by more than 90% of professionals in Spain. The course includes general information on the Crime Prevention Model and practical cases related to the most relevant crimes related to the company’s activity, and professionals are provided with a Crime Prevention Manual. This manual includes a description of each crime and behavioural guidelines for its prevention.
Furthermore, one of the most highly valued aspects of the workplace climate survey carried out in 2016 (see the chapter on ‘People’) was the acknowledgement by professionals regarding the existence of the Ethics Channel to report inappropriate behaviour without fear of reprisal.
This reveals the level of familiarity with the principles and guidelines on conduct expected by Enagás.
In 2017, 90% of professionals in Spain completed the training course on the Crime Prevention Model