Annual Report by a Foreign Private Issuer — Form 20-F Filing Table of Contents
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1: 20-F Annual Report by a Foreign Private Issuer HTML 2.54M
2: EX-4.15 Guarantee and Sponsor Support Agreement HTML 259K
3: EX-4.16 Wind Farm Omnibus Amendment and Agreement HTML 37K
4: EX-8.1 List of Subsidiaries HTML 15K
8: EX-13.1 Certification of Chief Executive Officer and Chief HTML 11K
Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
5: EX-11.1 Code of Business Conduct, as Amended HTML 37K
6: EX-12.1 Certification of Chief Executive Officer Pursuant HTML 11K
to Section 302 of the Sarbanes-Oxley Act
of 2002.
7: EX-12.2 Certification of Chief Financial Officer Pursuant HTML 11K
to Section 302 of the Sarbanes-Oxley Act
of 2002.
The
Code of Business Conduct of Central Puerto S.A. (hereinafter,
“CPSA”) is the result of the good practices that
Directors, Managers, Heads and all the staff shall follow in the
course of business and the performance of their activities. The
Company’s policy requires that they adhere to the highest
business and personal ethical standards in the performance of their
obligations and duties.
The
formal policies underlying this code are more detailed than the
information contained in this document. It is the responsibility of
every Director, Manager, Head and employee to get acquainted with
the Company’s detailed policies applicable to their tasks and
obligations.
This
Code is fully applicable and mandatory for our employees and for
any third party acting on behalf of the Company.
GENERAL PRINCIPLES
2.
RELATIONSHIP WITH OUR SHAREHOLDERS
Our
shareholders are the owners of the Company and deserve
accountability for our tasks through periodic reports, the annual
report and the Shareholders’ Meeting.
Compliance
with the laws and regulations of the Argentine Securities
Commission must be a permanent goal.
Privileged
information available to the Company’s executives must be
handled with rigorous care without infringing the laws and
regulations.
3.
RELATIONSHIP WITH OUR CUSTOMERS
Customer
service must be top priority, courteous and ready to satisfy
customers’ needs.
4.
RELATIONSHIP WITH THE EMPLOYEES
4.1
Employees are the most important and sensitive resource of our
Company.
4.2 We
ratify our belief in equal treatment for any kind of opportunities,
without distinction as to race, gender, sexual orientation,
religion and/or social or economic level.
4.3
Disabilities that do not preclude the performance of a task shall
not be a cause for exclusion when selecting employees.
4.4 The
Company must have a fluid relationship with its employees.
Permanent communication and provision of necessary information
build a good and relaxed work environment.
C:
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4.5
Training is an important factor that the Company must use to
improve the technical skills of its employees, but it must also be
used o enhance their cultural level in the path to satisfactory
self-realization. Moreover, such Training shall include legal
issues to encourage good business practices in the relationship
with customers and suppliers. For those employees related to the
Public Sector in the performance of their duties, the training
shall also include issues on Corporate Criminal Liability Act and
Public Ethics Act.
5. OUR SUPPLIERS
5.1 Our
suppliers will be selected taking into account the quality/price
ratio of their products, their ethical, professional and fiscal
background and the fulfillment of the standards established by the
Company.
5.2
Friendship, personal knowledge or any other type of relationship
with the suppliers shall not influence the hiring of their services
or the purchase of their products.
INDIVIDUAL BEHAVIOUR PRINCIPLES
6. OCCUPATIONAL HEALTH, HYGIENE AND SAFETY AND THE
ENVIRONMENT
All
employees are accountable for the fulfillment of the rules issued
for their own personal protection, the protection of their
coworkers, for the maintenance of a healthy and comfortable work
atmosphere and for contributing to improve the
environment.
7. PERSONAL, DOCUMENT AND PROPERTY SAFETY
7.1
Everyone must cooperate with the fulfillment of safety standards
that guarantee the life and integrity of persons, the protection of
the Company’s Information and the care of its
property.
7.2
Safety is not the exclusive responsibility of the
organization’s responsible officer but it must be the result
of a safety awareness that generates an overall peaceful atmosphere
free of violence, thefts or other dangerous actions that may
jeopardize the Company or its members.
8. RELATIONSHIP AMONG THE EMPLOYEES
8.1
Employees must contribute to the creation of an environment of
fellowship to facilitate work in general and teamwork in
particular.
8.2 The
Company undertakes to afford equal opportunity conditions to all
its employees in its hiring and promotion policies.
8.3
Loyalty among coworkers, teamwork, the spirit of enterprise and
disposition to solidarity must be fostered and constitute a
characteristic of the employees.
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8.4
Discrimination based on race, color, age, gender, sexual
orientation, religion, nationality, as well as rude treatment and
foul language, are forbidden in our Company. All individuals must
be treated with dignity and respect and cannot be subjected to
arbitrary interference in the performance of their duties and
obligations. Infringement of this standard shall be punished
severely.
9. HARASSMENT
It is
the Company’s policy to provide a work environment free of
harassment. Harassment shall include, depending on the facts and
circumstances, the following:
9.1
Verbal or written harassment: derogatory and improper comments
about race, color, gender, sexual orientation, religion, origin,
ethnic group, disability, age or appearance of a person, including
threats of physical harm or distribution of material with such
effect.
9.2
Physical harassment: hitting, pushing or any other aggressive
physical contact. It also includes threats to do such acts and
inappropriate gestures.
9.3
Sexual harassment: inappropriate sexual conduct, whether physical
or verbal, including unwelcome sexual advances, requests for sexual
favors or other physical or verbal conduct of a sexual nature, with
or without the intention to advance a sexual
relationship.
Supervisors’
and other executives’ demands for compliance with the work
performance level and standards of conduct in a fairly and
systematic manner shall not be regarded as harassment.
Harassment
reports shall be investigated promptly and with absolute
discretion. Acts of this kind, if duly accounted for, shall be
severely punished. Retaliation against an employee who reports in
good faith any form of harassment, including sexual harassment,
shall not be allowed.
10. RELATIONSHIP WITH CUSTOMERS AND SUPPLIERS
10.1
The employees’ relationship with customers and suppliers must
be professional, honest and loyal. Strict performance of contracts
shall be required.
10.2 No
gifts or benefits that due to their characteristics or value might
influence an employee’s normal performance of duties shall be
accepted. Such gifts or benefits usually take the form of bribes,
high-value presents, kickbacks or payments to influence favorably
any business decision of the Company or for an employee’s
personal profit.
10.3
Both customers and suppliers should be advised that they are
forbidden by our business policy from accepting this kind of
gifts.
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10.4
Considering that gifts may occasionally be accepted as a matter of
courtesy, employees should, under such circumstances, abide by the
rules specified hereinbelow. Gifts that do not conform to the
following requirements should be returned:
–
Only corporate
gifts shall be accepted.
–
The value of the
gift may not exceed what is reasonably determined by normal market
practices.
10.5
Since the Company handles proprietary information of customers and
suppliers, no employee shall disclose or make use of such
confidential or proprietary information outside the Company without
being duly authorized.
10.6
The prohibition of accepting bribes extends to the opposite side,
i.e.: no Director or Employee of the Company, regardless of their
position or job title, may pay bribes, either in cash or in kind,
so as to obtain business for the Company.
10.7
All facilitating payments, regardless their form or type, are
strictly forbidden in our Company.
11. RELATIONSHIP WITH THE PUBLIC SECTOR
Pursuant
to the Corporate Criminal Liability Act the and Public Ethics Act
in force, the Company’s employees related to any area of the
Public Sector shall act with due care and shall avoid, at all
times, circumstances that may be considered contrary to public
duties, illicit enrichment of officers, bribery and
influence-peddling, extortion and preparation of false balance
sheets and reports. All these legal concepts are set forth in
sections 265, 268, 258, 258 Bis and 300 of the Criminal
Code.
12. CONFIDENTIALITY
Any
information that, in any manner or by any means, comes to the
knowledge of the employee on account of his employment relationship
with the Company is deemed confidential. Such information shall be
solely and exclusively used by the employee to strictly comply with
his/her labor duties. The employee shall, under no circumstances,
disclose such information, by any means, to third parties unrelated
to the Company or, if related to the Company, to third parties who
do not require such information for the performance of their tasks,
unless this is a direct consequence of the strict compliance with
their labor duties.
13. INTELLECTUAL AND INDUSTRIAL PROPERTY
All
CPSA’s employees shall ensure respect for intellectual and
industrial property.
They
must take due care when disclosing and safeguarding the information
related to the Company’s intellectual and industrial
property. Similarly, employees shall also respect the property of
customers and suppliers and of any company or individual working in
relation with our Company.
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Utmost
respect for intellectual and industrial property must be
maintained, in particular regarding the use of software, music,
texts and works that are to be relied on for the performance of
internal tasks.
14. CONFLICT OF INTERESTS
Employees
under an employment relationship with CPSA discharge their duties
on a full-time basis; accordingly, any work done outside the
Company within the framework of the electricity market is, in
principle, incompatible with such duties.
Employees´
personal business must not interfere with tasks performed by them
in the Company; they must not have conflicting interests and they
must not be related either to the business of the Company and the
Business Group to which it belongs.
Employees
are forbidden from having interest in the business of any
CPSA’s competitor, customer or supplier.
Teaching
activities in schools and universities give prestige to our
employees; however, it shall be carried out without interfering
with their work schedule or detrimentally affecting the
Company’s interests. Any concerns employees may have as to
conflict of interests should be addressed to their immediate
superiors as faithfully and clearly as possible so as to reach a
solution endorsed by the General Management. Otherwise, they may
address such concerns to the internal Audit Department that shall
redirect same as appropriate in accordance with the provisions of
this Code.
15. PRIVILEGED INFORMATION
Privileged
information is the one directly related to the issuer and/or
financial instruments, unavailable to the general public, precise
in nature and; if available, it may significantly affect the value
of the share.
Employees
who handle information of different types and levels, in particular
information about stock exchange transactions and transactions
involving securities of the Company or of entities in which the
Company has significant interests, are forbidden from purchasing
shares of stock or other securities of such companies, including
through third persons, on the basis of such proprietary
information.
16. POLITICS
The
Company strongly endorses the republican and democratic process as
a form of government. Its employees may be actively involved in
promoting the principles of good government in the country and
community in which they live. They may use their spare time and
money to support candidates and political matters of their
interest; however, they are not allowed, under any circumstances,
to obtain reimbursements from the Company and they are not
authorized either to assert their relation with the Company while
conducting their political activities. Furthermore, employees must
ensure that their contributions and personal political activities
are in compliance with the laws in force.
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17. USE OF COMPANY’S ELECTRONIC FACILITIES AND
SYSTEMS
The
Company provides its employees with communication facilities and
systems to facilitate performance of tasks and render same more
expeditious and effective.
Such
facilities are the property of the Company that provides them and
not of the employees. They must be exclusively used in connection
with the performance of tasks and the establishment of
communications solely related to CPSA’s business and the
employees´ duties.
The use
of CPSA’s systems and communication facilities to conduct
personal activities, disseminate information not related to the
Company’s business, broadcast pornography material, political
documents or any other information unrelated to their duties is
prohibited.
CPSA’s
Administration and Human Resources Management, with the
authorization of the General Management, reserves its right to
conduct audits with respect to the Company’s own facilities
provided to the employees in order to verify compliance with the
provisions set forth herein.
18. ACCOUNTING RECORDS AND PROCEDURES
CPSA is
obliged, under the applicable laws and the Company’s policy,
to keep books and records that reflect, in a truthful and accurate
manner, transactions and acts of disposing of corporate property.
Furthermore, the Company shall have a system of internal accounting
controls in place to ensure reliability and accuracy, from time to
time, of its books and records, if appropriate. Failure to comply
with such requirements may represent a breach of the legislation in
force.
Directors,
Managers, Heads and employees who have any responsibility for the
performance of such tasks shall be fully knowledgeable of the
Company’s policies relative to control of accounting
records.
19. FRAUD, ACTS IN BREACH OF THE CODE AND REPORT
CHANNEL
All
employees undertake to comply with the regulations in force
applicable to the tasks that have been entrusted to
them.
Directors,
Managers, Heads and employees are under the obligation to protect
the Company’s resources and ensure that they are efficiently
used. Theft, neglect and squandering of such resources are
prohibited since such acts may have a direct and detrimental impact
on the Company’s profitability.
Those
who suspect that fraudulent acts or acts in breach of the
principles set forth in this Code have been committed should
directly communicate such circumstance through the report channels
created for such purpose. The Company guarantees anonymity to the
ones reporting breaches to the provisions set forth
herein.
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20. DISTRIBUTION
The
Ethics Policy and the Code of Business Conduct are key elements
that play a significant role in the Direction of the Company. A
summary of the Code is published and a printed copy is handed out
to the employees. It is published in the Company’s Intranet.
It is also published in the Company’s website (http://www.centralpuerto.com).
