Compliance - Internal Information System

AXEL HOTELS and Subsidiary Companies Criminal Compliance Management System

Axel Corporation Grupo Hotelero S.L., as the partner (parent) company, together with its subsidiary/controlled companies (directly or indirectly controlled by Jubla Inv, S.L. and Axel Corporation Grupo Hotelero S.L.), listed below, which, by decision of their respective governing bodies, have adhered to the Corporate Criminal Compliance Management System (CCMS, through the design, planning, adoption, and effective implementation of their Criminal Compliance Management System (CCMS), fully adapted to their specific risks and activities, seeks to take a further step in its commitment to continuous improvement in order to consistently position itself at the highest standards of integrity, ethics, professionalism, social responsibility, and good governance. To this end, within the framework of the CCMS, it adopts the Code of Ethics and Conduct and the Criminal Compliance Policy as common standards of conduct required throughout the Organization and duly published.

Companies to which the corporate Criminal Compliance Management System (CCMS) applies:

  • AXEL CORPORATION GRUPO HOTELERO S.L.
  • Jubla INV, S.L
  • Hotel Axel S.L.U.
  • Two By Axel Barcelona S.L.U.
  • Axel Travel S.L.U.
  • Axel Beach Hotel Ibiza S.L.U.
  • Axel Hotel San Sebastian S.L.U.
  • Axel Hotel Berlin GMBH.
  • Axel Hotels Cuba S.L.
  • Axel Hotel Bilbao S.L.U.
  • Axel Hotel Valencia S.L.U.
  • Cusa 33, S.L. (filia100% Jubla Inv S.L.)

Axel Corporation Grupo Hotelero S.L., together with all the aforementioned companies, constitute the Organization to which the corporate Criminal Compliance Management System (CCMS) applies, and which hereinafter shall also be collectively referred to as AXEL HOTELS.

READ MORE

As a consequence, this also entails its commitment to zero tolerance with respect to criminal risks, as well as to their effective prevention, detection, and early management.

AXEL HOTELS thus expresses its absolute opposition to obtaining any form of benefit through unethical behavior, and even more so through conduct that could constitute a criminal offense.

Within this framework, the CCMS is intended to promote a corporate culture of ethics and integrity, strengthen the Organization’s compliance system, and establish a system for the prevention, detection, and response to criminal risks that is adapted to the requirements set out in the Spanish Criminal Code and other applicable regulations.

In this way, the CCMS of AXEL HOTELS is an effective mechanism capable of assisting all Members of the Organization, its Business Partners (clients, suppliers, collaborators, advisors, etc.), and other stakeholders related to AXEL HOTELS in the prevention of criminal risks, by providing a mechanism capable of identifying and, where appropriate, reporting criminally punishable conduct and procedures that may arise in the course of corporate activities.

 

AXEL HOTELS - Code of Ethics and Conduct

The Code of Ethics and Conduct sets out Axel’s values and philosophy, as well as the general principles of conduct that the Organization applies in the performance of its activities. It also reflects its commitment to compliance with the law and the ethical values it upholds, the rules of conduct, and the disciplinary regime applicable in the event of non-compliance.

The Code of Ethics and Conduct represents a highly significant milestone, as the general values that inspired the founding of AXEL HOTELS were, and continue to be—strengthened and fully in force—the effort to develop a project centered on the following key values that govern our actions:

  • A free space where diversity and respect are valued and where everyone is welcome. Any person, regardless of their gender identity or expression, is warmly received, valued, and respected. A space designed for the LGBTIQ+ community, but open to everyone, heterofriendly.
  • Inclusion
  • Commitment
  • Quality
  • Responsibility

To this end, AXEL HOTELS relies on a highly qualified, honest, motivated, effective, and rigorous team that pursues continuous improvement.

The principles and values of AXEL HOTELS are known, embraced, and followed by all the people who make up the Organization in order to ensure integrity in all its activities. With the aim of going further, we wish to share them with all our stakeholders. For this reason, we have drawn up this Code of Ethics and Conduct, which sets out the values, general principles of action, and guidelines of conduct that have guided us over the years and that are adapted to new social demands and corporate governance requirements.

READ MORE

Aware that any action we take has an impact on society, our Code of Ethics and Conduct also represents our commitment to ethics, integrity, compliance with the law, and professionalism.

The Code of Ethics and Conduct applies to all levels of the Members of the Organization and is also extended to those Business Partners to whom it is applicable in relation to the Organization’s activities.

All individuals who make up AXEL HOTELS are key elements in upholding and developing these principles and values, and they are also responsible for promoting them among all Members of the Organization, Business Partners (clients, suppliers, collaborators, etc.), and other stakeholders.

It is essential that every person within our Organization acts in accordance with the rules set out in this Code, that decisions taken in daily work are consistent with its principles, values, and guidelines of conduct, and that these are actively upheld, in order to preserve and enhance the reputation of AXEL HOTELS.

VIEW OUR CODE OF ETHICS AND CONDUCT

 

Criminal Compliance Policy

The Criminal Compliance Policy develops the provisions set out in the Code of Ethics and Conduct of AXEL HOTELS, primarily sections 5 and 6, and therefore is aligned with its ethical values, reaffirming AXEL HOTELS’ firm commitment to maintaining conduct that is respectful of both legal requirements and ethical standards. To this end, it establishes a framework of principles and rules of conduct that are mandatory in criminal matters, in line with AXEL HOTELS’ determination to tolerate no conduct within the Organization that could constitute a criminal offense.

The purpose of the Criminal Compliance Policy is to strengthen the compliance system by promoting a corporate culture of ethics and integrity, as well as zero tolerance for criminal risks. It forms part of the regulatory framework of AXEL HOTELS and is intended to prevent, detect, and respond to any criminal conduct that may give rise to criminal liability for the legal entity, as well as economic and/or reputational damage.

READ MORE

In this regard, AXEL HOTELS declares its firm commitment to establishing reasonable mechanisms that are proportionate to the nature of its activities, ensuring strict compliance with applicable laws and regulations, including—necessarily—those relating to sanctions and criminal matters, and particularly in the fight against fraud and corruption, which are prohibited in any of their forms.

AXEL HOTELS thus expresses its absolute opposition to obtaining any form of benefit through unethical behavior, and even more so through conduct that could constitute a criminal offense.

Accordingly, the highest level of commitment is required from the Governing Bodies and Senior Management, as well as from the rest of the Members of the Organization and its Business Partners (clients, suppliers, collaborators, advisors, etc.), in order to comply with the provisions set out herein.

VIEW OUR CRIMINAL COMPLIANCE POLICY

VIEW THE ANNEX (PROHIBITED CONDUCT) TO OUR CRIMINAL COMPLIANCE POLICY

 

Internal Reporting System (Ethics Channel)

Approval of the Internal Reporting System and Protection of Whistleblowers and Affected Persons (Ethics Channel)

In line with AXEL HOTELS’ commitment to a genuine culture of ethics and compliance, as well as to the effective implementation of the Code of Ethics and Conduct, the Criminal Compliance Policy, the Protocol for the prevention, detection, and response to harassment, sexual assault, and/or discriminatory conduct, and other related internal regulations, and in accordance with the provisions of Article 31 bis 5.4 of the Spanish Criminal Code and Law 2/2023 of 20 February, regulating the protection of persons who report regulatory breaches and the fight against corruption, the Organization has implemented an Internal Reporting and Protection System for Whistleblowers and Affected Persons – Ethics Channel (hereinafter also referred to as the “Internal Reporting System,” “Ethics Channel,” or the “System”).

All of the above forms part of our Compliance System and the protection of our image and reputation, reflecting our commitment to regulatory compliance and to strengthening a culture of participation and internal communication as a mechanism for preventing and detecting irregular conduct, as well as to ensuring the protection of whistleblowers against potential retaliation.

Accordingly, the governing body of Axel Corporation Grupo Hotelero S.L. and its parent company has approved the creation and implementation of a single Internal Reporting and Protection System for Whistleblowers for the group of companies formed by them and their subsidiaries, in accordance with the provisions of the aforementioned Law 2/2023 and in line with the principles and requirements established therein.

Within this framework, the Organization has enabled internal channels for reporting breaches (the “Internal Reporting and Protection System for Whistleblowers and Affected Persons”) as a named and confidential or anonymous reporting procedure, allowing individuals, acting in good faith and on the basis of reasonable indications, to report or bring to its attention possible risks, breaches, or irregularities within the scope of the Internal Reporting System. These channels may also be used to submit inquiries or any suggestions for improvement of the compliance system, respect for the law, and other internal regulations of the Organization.

This system serves as an appropriate and effective means of facilitating the detection, identification, and sanctioning—through the collaboration of all—of potential irregularities or breaches.

It also aims to provide adequate protection against retaliation for natural persons who report actions or omissions that may constitute infringements as referred to in Law 2/2023.

AXEL HOTELS has chosen to establish an external, specialized management regime for the handling of reports, with the aim of providing greater professionalism and autonomy, while offering appropriate guarantees regarding independence, confidentiality, data protection, and the secrecy of communications.

Purpose of the Internal Reporting and Whistleblower Protection System

It is a system that provides the preferred channel for reporting to any of the companies that make up AXEL HOTELS information regarding actions or omissions that may constitute infringements, where such information has been obtained: (i) in a work or professional context; (ii) within the framework of an employment or statutory relationship that has already ended; (iii) by volunteers; (iv) by interns or trainees; (v) by workers in training periods, regardless of whether or not they receive remuneration; as well as (vi) by individuals whose employment relationship has not yet begun, in cases where information about infringements was obtained during the recruitment process or pre-contractual negotiations.

Regulation of the Internal Reporting System and Whistleblower Protection

The complete regulation of the Internal Reporting and Whistleblower Protection System is set out in the General Policy of the Internal Reporting and Whistleblower Protection System and in the Procedure for the Management of Received Reports and Internal Investigations.

You may access the full text of the document through the link provided below. Additionally, a brief summary of some of its contents is outlined here as a guide to facilitate the use of the reporting channels established to report breaches or submit inquiries.

The general principles and requirements of the System (developed in detail in the aforementioned document containing the General Policy and the Management Procedure) are as follows: regulatory compliance; accessibility; good faith; whistleblower protection and the principle of non-retaliation; confidentiality and anonymity; discretion; objectivity and impartiality; transparency; adherence to the guiding principles of the legal system; traceability and security; data protection; the possibility of prior awareness by the Organization itself; integration of the various internal reporting channels of the Organization within the System; appointment and diligence of the System Officer; implementation by agreement or decision of the Governing Body; independence and separation from other entities; and the absence of retaliation.

VIEW OUR GENERAL POLICY ON THE INTERNAL REPORTING AND WHISTLEBLOWER PROTECTION SYSTEM AND THE PROCEDURE FOR THE MANAGEMENT OF RECEIVED REPORTS AND INTERNAL INVESTIGATIONS

Summary Guide to Facilitate the Use of the Established Internal Reporting Channels

Who can submit these reports?

  1. Employees (salaried workers) of the AXEL HOTELS Group companies.
  2. Shareholders and members of the Organization’s management, administrative, or supervisory bodies, including non-executive members, as well as volunteers, interns, and trainees, regardless of whether they receive remuneration.
  3. In general, all Members of the Organization as defined in section 1.13 of this Policy.
  4. Business Partners as defined in section 1.13 of this Policy, including self-employed professionals and any person working under the supervision and direction of contractors, subcontractors, and suppliers.
  5. Whistleblowers who no longer have a relationship with the Organization due to its termination, but who report or publicly disclose information on breaches obtained within the framework of a past employment or statutory relationship.
  6. Whistleblowers whose employment relationship has not yet begun, if the information on the breach was obtained during the recruitment process or pre-contractual negotiations.
  7. Any person working under the supervision and direction of contractors, subcontractors, and suppliers.
  8. All those who, directly or indirectly, participate in the procedure and may be subject to retaliation as a result (e.g., whistleblower’s advisors, representatives).

With respect to whistleblower protection measures, these shall also apply, where appropriate, to:

  • Natural persons within the organization who assist the whistleblower in the process.
  • Natural persons related to the whistleblower who may suffer retaliation, such as colleagues or family members of the whistleblower.
  • Legal entities for which the whistleblower works, with which they have any other work-related relationship, or in which they hold a significant participation. For these purposes, a shareholding or voting right participation is considered significant when, by its proportion, it enables the holder to exercise influence over the legal entity.
  • Where applicable, specifically, the legal representatives of employees in the exercise of their advisory and support functions to the whistleblower.

Without prejudice to those persons who have a legal duty to report, it is additionally encouraged that any individual or legal entity that has had, has, or may have a relationship with the Organization (“third parties”) also use the Internal Reporting System, in the cases regulated in the aforementioned Policy, as a formal mechanism to report any infringement, irregularity, or non-compliance of which they are aware and that falls within its objective scope, regardless of other reporting channels made available to third parties.

What types of infringements can be reported?

A.-Four types of reports may be submitted through the Organization’s Internal Reporting System:

1.- Reports concerning actions or omissions referred to in Article 2 of Law 2/2023:

1.1 Any actions or omissions that may constitute infringements of European Union law, provided that:

  1. They fall within the scope of the acts of the European Union listed in the Annex to Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law, regardless of how they are classified under national law:
  2. They affect the financial interests of the European Union as provided for in Article 325 of the Treaty on the Functioning of the European Union (TFEU); or
  3. They impact the internal market, as provided for in Article 26(2) TFEU, including breaches of EU competition and State aid rules, as well as infringements relating to the internal market concerning acts that contravene corporate tax rules or practices intended to secure a tax advantage that defeats the object or purpose of applicable corporate tax legislation.

1.2 Actions or omissions that may constitute a criminal offense or a serious or very serious administrative offense. In any case, this shall include all criminal or serious/very serious administrative offenses that result in financial harm to the Public Treasury or Social Security.

1.3 Infringements of labor law regarding occupational health and safety, without prejudice to the protection established in its specific legislation.

2.- Reports relating to:

  1. Conduct (actions or omissions) defined in the Spanish Criminal Code that may constitute a criminal offense, as well as crimes provided for in other special laws detailed in ANNEX I, applicable to the Organization at any given time.
  1. Any breaches or conduct contrary to the principles, values, and rules of conduct established in the Organization’s Code of Ethics and Conduct and/or Criminal Compliance Policy, and in general, to the Organization’s Criminal Compliance Management System (CCMS) – policy for the prevention, detection, management, and response to criminal risks.
  1. Any breaches or conduct contrary to the Organization’s internal policies, protocols, procedures, manuals, rules, or controls related to criminal risks and/or breaches of the Code of Ethics and Conduct.
  1. And, in general, any situations or facts that require the attention of the Organization’s Ethics and Compliance Committee.

3. Reports concerning any type of harassment in accordance with the Protocol for the Prevention, Detection, and Action against Harassment, Sexual Assault, and/or Discriminatory Acts (workplace harassment, moral or psychological harassment, sexual harassment, harassment based on sex, sexual and/or gender identity, sexual assault, digital violence or cyberbullying, physical violence, and/or discriminatory acts) of AXEL HOTELS Group.

The internal handling of reports submitted through the Internal Reporting System that fall under the Protocol for the Prevention, Detection, and Action against Harassment, Sexual Assault, and/or Discriminatory Acts shall be processed in accordance with said Protocol, which shall in all cases include the guarantees provided for in Law 2/2023. Other types of conduct that are subject to a specific procedure shall be governed by that procedure. For all matters not covered by the procedure, Law 2/2023 shall apply.

The competent corresponding unit shall be responsible for their resolution, shall inform the Internal Reporting System Manager accordingly, and shall carry out the relevant communications.

4. Likewise, the Internal Reporting System serves as a channel for raising concerns, doubts, inquiries, or suggestions for improvement related to the Code of Ethics and Conduct, the Criminal Compliance Policy, and, in general, the Criminal Compliance Management System, or to the Organization’s own activities that may raise concerns about potential non-compliance.

B.- Regardless of the possibility of receiving other reports, complaints, and/or claims relating to other regulatory areas, only those communications referred to in Article 2 of Law 2/2023 shall be covered by the protection measures established therein.

C.- The internal handling of information submitted through the Internal Reporting System that falls within the scope of the Protocol for the prevention, detection, and response to harassment, sexual assault, and/or discriminatory conduct shall be processed in accordance with the provisions of that Protocol, which shall in all cases include the guarantees provided for in Law 2/2023. Any other conduct for which a specific procedure has been established shall be governed by that procedure. In all matters not provided for in the applicable Procedure, Law 2/2023 shall apply.

The competent unit responsible shall be in charge of resolving the matter, shall inform the System Officer of the outcome, and shall carry out the relevant communications.

Prohibition of Retaliation

AXEL HOTELS expressly prohibits any acts of retaliation, including threats of retaliation and attempted retaliation, against individuals who submit a report in accordance with the provisions of the General Policy of the Internal Reporting and Whistleblower Protection System and the Procedure for the Management of Received Reports and Internal Investigations, as well as applicable regulations.

The use of the Ethics Channel (Internal Reporting System) requires it to be noted that the prohibition of retaliation set out in the preceding paragraph shall not prevent, and may give rise to, criminal or civil liability and/or the applicable disciplinary measures, in accordance with the provisions of the applicable legal framework and the Organization’s disciplinary regime, where the internal investigation determines that the report is false and that it was made with knowledge of its falsity or with reckless disregard for the truth. In such cases, the confidentiality obligations shall also cease to apply.

What are our internal reporting channels?

How to submit a report? Steps to follow.

A.- In writing, reports/complaints shall be submitted as follows:

As the main channels for receiving information, AXEL HOTELS Group provides whistleblowers, through its corporate website, with access to a platform (via app or web) provided by a specialized technology company, which includes appropriate technical measures to ensure confidentiality and information security, as well as anonymity when this option is chosen.

There are two available options (via the Co-Resol app or through the website), which allow reports to be submitted either nominally and confidentially or anonymously; in the former case, the whistleblower’s identity is protected.

OPCION 1: Submit a notification through the mobile APP (Co-Resol):

App QR

  1. Download the Co-Resol app, enabling notifications. It is free and available on the App Store and Google Play.
  2. Press the “Haz un click” button and then enter the following code: AXEL.
  3. Select the channel button.
  4. Write your message, being as specific as possible. You may attach both images and documents.
  5. Identify yourself or select the anonymity option. In either case, you must accept the Privacy Policy.
  6. Once these steps are completed, you will receive a message acknowledging receipt of your report.
  7. Follow-up communication regarding the report will be carried out through a secure chat (accessible from the chat button on the app’s home screen) until its closure.

OPCION 2: Submit a notification through a website

You can access it through this link:

https://co-resol.bcnresol.com/webclick

  1. Click the “Haz un click” button and then enter the following code: AXEL.
  2. Select the channel button.
  3. Write your message, being as specific as possible. You may attach both images and documents.
  4. Identify yourself or select the anonymity option. In either case, you must accept the Privacy Policy.
  5. In this case, you will receive a unique identifier code and password, which you must keep in order to maintain communication, through a secure chat, about the status of your report.
  6. Each time you wish to check for new messages in the chat or provide additional information, to ensure confidentiality, you must enter this code and password on the homepage by clicking the “Access a previous report” button.

Aspects of channel use and handling

  • Please note that the channel allows both submitting first-time reports and accessing previous reports to track their progress.
  • CO-RESOL (web) is available 24 hours a day, 365 days a year.
  • The Channel (CO-RESOL) provides automatic acknowledgment of receipt and allows you to attach files of all kinds (including audio). It uses end-to-end encryption and encrypts personal data in databases.
  • It strictly complies with Law 2/2023 on whistleblower protection and with the applicable personal data protection regulations in force.
  • By sending an email to the designated address compliance@axelhotels.com or any address that may replace it.

B.- In person, at the following address of AXEL HOTELS: Consell de Cent 263 – 08011 Barcelona, at the request of the whistleblower, within a maximum period of seven days, before any member of the Criminal Compliance Body. Verbal reports made through in-person meetings shall be documented in the manner set out in the General Policy of the Internal Reporting and Whistleblower Protection System and the Procedure for the Management of Received Reports and Internal Investigations.

External Reporting Channel

Any natural person may report to the Independent Whistleblower Protection Authority (A.A.I.) or to the corresponding regional authorities or bodies the commission of any actions or omissions included within the scope of application of Law 2/2023 of 20 February, regulating the protection of persons who report regulatory breaches and the fight against corruption, either directly or after having reported through AXEL HOTELS’ Internal Reporting System.