GARRIGUES is a Firm comprising lawyers, economists and other professionals, whose aim is to provide tax and legal advisory services.

In their work, each and every one of the professionals of GARRIGUES:

• (a) must strictly abide by the ethical standards approved by their respective governing bodies and professional associations and which regulate professional practice;
• (b) accept and recognize as their own the values and principles set forth in this Code by consenting freely to them.

This set of rules, values and principles constitutes the ethical model for conduct that must inspire and govern the conduct of the Firm’s professionals at all times.

The GARRIGUES Professional Standards and Ethics Committee will propose to the Board the adoption of as many guidelines and procedures as may be suitable to implement the provisions of this Code and to verify actual compliance with them.

Uncompromisable Values

GARRIGUES, as a Firm, has a clearly-defined and well-established identity, which not only pervades the Firm and the internal relationships between its members, but also its dealings with clients and with society at large.

> The commitment to client service.

> The commitment to quality.

> The commitment to the Firm and its professionals.

> The commitment to ethical conduct.

These values are inseparably entwined and all of the Firm’s professionals have the duty to preserve them and convey them in their daily work.

Uncompromisable Values

Commitment to client service

The Firm’s practice is geared towards delivering professional services of the highest standard to clients. This not only means a demand for technical rigor, but also necessarily:

(a) ongoing dedication to the client;

(b) ascertaining and understanding as fully and as comprehensively as possible the objectives and needs of the client, offering the client the most suitable solutions at all times;

(c) a commitment-without compromising on due independence-to the client’s interests and to defending them.

In short, the goal of all of the Firm’s professionals must not only be to achieve professional excellence, with all that this implies, but also, above all, client satisfaction in terms of their opinion and perception of our professional services.

In turn, this vocation to service requires being open and sensitive to suggestions by clients (either made at their own initiative, or as a result of steps and initiatives promoted by the Firm to obtain client feedback on the quality of, and level of satisfaction with, the work done), and always being prepared to take whatever action is needed to remedy any shortcomings or mistakes and make the appropriate improvements to our professional work.

Uncompromisable Values

Commitment to quality

Consistent with the commitment to client service, GARRIGUES’ professional services must meet the highest standards of quality, so that clients always receive the most suitable and effective solution in the matter entrusted.

This demand for quality means that all of the Firm’s professionals must pay the utmost attention to ongoing training in their respective specialties, from both a strictly personal perspective, and the standpoint of adequate supervision of less experienced colleagues working with them on a regular basis or on a specific engagement.

The commitment to quality also signifies placing the most advanced technological tools at the disposal of clients and of all of the Firm’s professionals at all times so that communications are smooth and the services requested can be delivered as expeditiously and as effectively as possible.

GARRIGUES will put in place the rules and appropriate internal procedures to ensure the highest standard of quality in its services, and will take the lead in incorporating as many outside techniques as may contribute to improving its own internal quality controls.

Uncompromisable Values

Commitment to the Firm and its professionals

All GARRIGUES professionals recognize the value of the Firm as a collective institution, both internally and in its dealings with, and in the services it provides to, clients.

Internally, this value signifies and requires that professionals:

(a) share, generously and in the interests of all, their professional knowledge and experience with their other colleagues in the Firm;

(b) avoid competing with each other, at all times placing the interests of the Firm, as a collective whole, ahead of their own personal interests or those of the group to which they belong;

(c) are committed to ensuring that new generations of professionals, whose merits and ability so warrant, have all the necessary resources and timely opportunities to allow them to pursue a full and satisfying career at the Firm;

(d) make sure that the appropriate channels of communication are in place in order to facilitate access to training for the most junior members, smooth relations with other colleagues, and a fair and weighted evaluation of the professional merits of all of them.

Externally, this value signifies and requires that professionals:

(a) be capable of performing and coordinating team work in a harmonious and proportionate way;

(b) offer the client an integral, yet highly specialized service, duly calling on professionals who have the appropriate grounding and experience in the type of engagement requested by the client at all times;

(c) act faithfully, objectively and in a considered manner in analyzing and resolving any conflicts of interest that may arise, as well as in accepting or refusing new engagements, all of which must be done from the overall perspective of the Firm, in strict compliance with ethical standards, and in the client’s best interests.

Uncompromisable Values

Commitment to ethical conduct

GARRIGUES provides professional services in the field of business law-in its broadest sense and in all of its highly diverse forms-and, just as integrity is demanded in the business world, GARRIGUES is firmly committed to ethical conduct in the provision of its tax and legal advisory services.

Accordingly, not only must GARRIGUES professionals act in strict compliance with the law in the course of their work, but they must also refrain at all times from engaging in any conduct or providing any advice which, while lawful, could-owing the circumstances of the specific case-be viewed as reprehensible or questionable from a purely ethical or deontological point of view.

All of the Firm’s professionals give a commitment to take the necessary steps, in collaboration with the Professional Standards and Ethics Committee, to detect and redress any unethical conduct.

Fundamental Ethical Principles

The values expounded upon must be safeguarded by ethical standards which are necessary, not only to defend and serve the client’s interests, but also to protect the interests of the Firm and of all its professionals, not to mention those of society at large.

Accordingly, not only must GARRIGUES professionals abide by the ethical and deontological principles governing the Firm’s professional practice, but they must also zealously observe the principles set forth on the following pages.
> Integrity

> Loyalty

> Independence

> Ongoing training

> Dignity and respect

> Professional secrecy

Fundamental Ethical Principles

Integrity

GARRIGUES’ reputation is founded on the strict, ongoing observance of fair, reasonable and honest conduct by its professionals, both in professional practice and in their personal conduct.

Therefore, there can be no place for deceit or unfair gain. Opinions must be expressed clearly and be respectful of any other differing view, and professional advice must not be based solely on technical knowledge, but also on the sound judgment and prudence of the professional giving it.

By such conduct, GARRIGUES aspires to be worthy, as a Firm, of the full trust of its clients, of professional colleagues, of the business community which it serves, and, in short, of the society of which it forms part.

Fundamental Ethical Principles

Loyalty

As members of the Firm, all of its professionals are linked to the Firm and to each other by the shared practice of their profession.

The principle of loyalty governs all the relationships and reciprocal rights and obligations on which GARRIGUES’ identity as a Firm is built.

Externally, the main expression of this principle is the prevalence of the client’s rightful interests over any other objective.

Internally, candor, solidarity, comradeship, and mutual respect are the basic cornerstones on which relationships between the Firm’s professionals are founded.

Fundamental Ethical Principles

Independence

Independence is the core principle for effectively defending the client’s interests and for ensuring the quality of the professional advice given, not to mention a key ethical requirement.

Only in a situation where there is total independence of judgment and action can professional capabilities be fully brought to bear for the client’s benefit (in the absence of factors that may limit, modify or interfere with them), notwithstanding the need for coordination on a legal opinion from the Firm in complex legal matters so as to avoid any discrepancies that might confuse the client.

In keeping with the above, all of the Firm’s professionals must refrain from acting in engagements in which their personal or family interests, or those of persons belonging to their close circle of friends, may be directly or indirectly affected.

At an institutional level, the Firm will decline to participate in any engagement that may entail a conflict of interest with another already accepted.

GARRIGUES professionals will apply and follow, without exception, the procedures established by the Firm which enable the status of independence to be analyzed before accepting a new professional engagement.

Fundamental Ethical Principles

Ongoing training

GARRIGUES places the utmost importance on the ongoing training of its professionals, not only as an essential prerequisite for attaining the technical standard of quality required in their tax and legal advice, but also as a necessary and essential tool for their full professional development and advancement.

Viewed from this perspective, training is not only a core principle in the management and organization of the Firm as an institution, but also constitutes a personal obligation of each and every one of its professionals, who must aim to specialize, to gain in-depth technical knowledge, to broaden their experience, and to pass on this know-how: from the most seasoned professionals to the most junior members, from one office to another, and from the Firm to its clients and to society as a whole.

To facilitate the attainment of these objectives, GARRIGUES promotes (on a continuous and periodic basis) the organization of training, refresher and specialist courses and seminars; it publishes updates on new noteworthy legislative, scientific and case law developments as they arise; it coordinates complex legal issues with a view to forming an authoritative opinion, following the appropriate exchange of views among its experts; and it places at the disposal of its professionals the most advanced technological tools in the various areas in which they practice.

Fundamental Ethical Principles

Dignity and respect

The conduct of the Firm’s professionals with clients, other parties, the courts, the public authorities, and third parties in general must be governed by honesty, rectitude, loyalty and diligence, thereby living up to the name of GARRIGUES and to its public image as an institution.

Likewise, their conduct with other professional colleagues, whether inside or outside the Firm, must be guided by comradeship and respect, avoiding unnecessary disputes in legitimately defending their clients’ interests and fostering cordial, harmonious relations with their counterparts from other competing firms.

Fundamental Ethical Principles

Professional secrecy

Professional secrecy and confidentiality are both rights and inalienable duties of GARRIGUES’ professionals, and affect all matters or news that may come to their attention in whatever professional capacity they are acting.

This duty covers not only the specific engagements in which each professional acts, but also those involving other professionals of the Firm, who must ensure that this ethical principle is respected by all of the Firm’s personnel who work with the professional practice.

Internal disclosure, for the strict purpose of training or for preventing conflicts of interest, is allowed, but is equally subject to the duty of professional secrecy.